10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

OR

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

OF THE SECURITIES EXCHANGE 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 organization)	(I.R.S. Employer Identification No.)
1333 West Loop South
Suite 1700
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 RNo £

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 £No R

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 RNo £

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 RNo £

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. £

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 R	Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company)	Smaller reporting company £

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

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, 2014, our most recently completed second fiscal quarter, was approximately $10,963,201,206.  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 10, 2015 was 193,721,697.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s 2015 Proxy Statement for the Annual Meeting of Stockholders to be held May 8, 2015 are incorporated by reference into Part III.

TABLE OF CONTENTS

ITEM		PAGE
	PART I
	Glossary of Terms	3
1.	Business	4
	Markets and Products	5
	Market Issues	7
	New Product Development	8
	Competition	10
	Manufacturing	10
	Backlog	10
	Patents, Trademarks and Other Intellectual Property	10
	Employees	11
	Executive Officers of the Registrant	12
1A.	Risk Factors	13
1B.	Unresolved Staff Comments	18
2.	Properties	18
3.	Legal Proceedings	19
4.	Mine Safety Disclosures	21
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
6.	Selected Financial Data	22
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
7A.	Quantitative and Qualitative Disclosures about Market Risk	42
8.	Financial Statements and Supplementary Data	44
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	84
9A.	Controls and Procedures	84
9B.	Other Information	84
	PART III
10.	Directors, Executive Officers and Corporate Governance	84
11.	Executive Compensation	85
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	85
13.	Certain Relationships and Related Transactions, and Director Independence	85
14.	Principal Accounting Fees and Services	85
	PART IV
15.	Exhibits, Financial Statement Schedules	85
	Signatures	94

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PART I

GLOSSARY OF TERMS

Actuator. 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.

BOP stack.  A set of two or more BOPs used to ensure pressure control of a well.  A typical stack configuration has the ram BOPs on the bottom and the annular BOPs at the top.  Ram BOPs consist of two halves of a cover known as ram blocks that are forced together by hydraulic cylinders to seal the wellbore, in some cases by shearing through the drillpipe.  Annular BOPs contain a sealing element which resembles a large rubber doughnut that is mechanically squeezed inward to seal on either the drillpipe, casing or the open hole.

Casing.  Large-diameter pipe lowered into an open hole and cemented in place.

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.

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

Drawworks.  The machine on the rig consisting of a large-diameter steel spool, brakes, a power source and assorted auxiliary devices. The primary function of the drawworks is to reel out and reel in the drilling line, a large diameter wire rope, in a controlled fashion.

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.

Manifold.  An arrangement of piping or valves designed to control, distribute and often monitor fluid flow.

Reservoir.  A subsurface body of rock having sufficient porosity and permeability to store and transmit fluids.

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.

Semisubmersible.  A particular type of floating vessel that is supported primarily on large pontoon-like structures submerged below the sea surface.

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.

Topdrive.  A device that turns the drillstring.

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.

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ITEM 1. BUSINESS

Cameron International Corporation (Cameron or the Company) provides flow equipment products, systems and services to worldwide oil and gas industries through four business segments – Subsea, Surface, Drilling and Valves & Measurement (V&M).  For additional business segment information for each of the three years in the period ended December 31, 2014, see Note 16 of the Notes to Consolidated Financial Statements, which Notes are included in Part II, Item 8 of this Annual Report on Form 10-K.

In 1920, Jim Abercrombie, Ed Lorehn, Harry Cameron 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 armaments 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.  Cameron has also sold various operations during the time it has been a stand-alone company, including its Reciprocating Compression business in June 2014 and its Centrifugal Compression business, which closed effective January 1, 2015.  Today, Cameron is a Fortune 500 company with annual revenues of more than $10 billion and a workforce of over 28,000 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, Code of Conduct, and Codes of Ethics for Management Personnel, including Senior Financial Officers, and Directors, can be found in the Governance and Compliance sections 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) of the Securities and Exchange Act of 1934, as amended (the Exchange Act) as soon as reasonably practicable after the Company electronically files or furnishes them to the United States Securities and Exchange Commission (the SEC).  Information filed by the Company with the SEC is also available at www.sec.gov or may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  Information regarding operations of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

Any reference to Cameron, its segments or other businesses 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.

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Markets and Products

Subsea Segment

The Subsea segment delivers integrated solutions, products, systems and services to the subsea oil and gas market, including integrated subsea production systems involving wellheads, subsea trees, manifolds and flowline connectors, subsea processing systems for the enhanced recovery of hydrocarbons, control systems, connectors and services designed to maximize reservoir recovery and extend the life of each field.  The Subsea segment includes the operations of OneSubsea™, a business jointly owned by Cameron (60%) and Schlumberger (40%).  Products and services are marketed products under the Cameron^®, Mars^™, McEvoy^® and Willis^® brand names through a worldwide network of sales and marketing employees, supported by agents in some international locations.  The Company’s  custom  process systems products are marketed under the Cameron^®, Consept^™, Cynara^®, Hydromation^®, KCC^™, Metrol^®, Mozley^™, NATCO^®, Petreco^®, Porta-test^®, Unicel^™, Vortoil^® and Wemco^® brand names.  Due to the technical nature of many of the products offered and the complexity of the subsea field layouts and designs, the marketing effort is further supported by a staff of engineering employees.

On January 6, 2015, the Company announced the execution of definitive agreements between OneSubsea, Helix Energy Solutions Group, Inc. and Schlumberger for a non-incorporated alliance formed to develop technologies and to deliver equipment and services designed to provide customers with more cost effective and more efficient subsea well intervention solutions, particularly for deep and ultra-deepwater basins and high well pressure environments.

Surface Segment

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

One of the major services provided by the Surface segment is CAMSHALE™ Production Solutions, which specializes in shale gas production.  In this process, intense pressure from fracing fluid (usually a mixture of water and sand) is used to crack surrounding shale.  Once the fractures are made, the water is removed from the well bore and the sand is left behind to hold the fractures open.  Oil and natural gas then moves out of the fractures, into the well bore, and up to the surface.

New technology developments and increased market penetration, along with robust customer spending in recent years for exploration and production, particularly within unconventional resource regions of North America, has resulted in increased demand for the Company’s equipment and services.  As a result, the Surface segment achieved growth in both orders and revenues during each of the last three years covered by this Annual Report.

Drilling Segment

The Drilling segment of Cameron is one of the leading global suppliers of integrated drilling systems for onshore and offshore applications to shipyards, drilling contractors, exploration and production companies and rental tool companies. Drilling equipment designed and manufactured includes ram and annular BOPs, control systems, drilling risers, drilling valves, choke and kill manifolds, diverter systems, topdrives, drawworks, mud pumps, pipe handling equipment, other rig products and parts and services. The products are marketed by a staff of sales and marketing employees supported by an engineering group under the Cameron^®, Guiberson^™, H&H CUSTOM^™, H&H Melco^™, LeTourneau^®, Lewco^®, OEM^®, Sense^™ and Townsend^™ brand names.

The Drilling segment 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, topdrives, rotary tables, drawworks, 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.

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Cameron’s Drilling segment 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 and 2014 as the supply of rigs is currently exceeding demand.

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 the Company’s 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 Company has continued to experience strong demand for parts and services in 2014 and 2013 despite the drop off in major new project awards.

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.

Products include gate valves, ball valves, butterfly valves, Orbit^® brand rising stem ball valves, double block & bleed valves, plug valves, globe valves, check valves, actuators, chokes and 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.

The product lines included in this segment are as follows:

Distributed Valves –

Distributed valves are used in the exploration, production and transportation of oil and gas, with products historically sold through a network of wholesalers and oilfield supply 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.

Although demand for distributed valves was strong during much of 2014, order rates decreased in the fourth quarter of 2014 as compared to the third quarter of 2014 reflecting the weakening in commodity prices and activity levels during the latter half of the year.

Distributed valves are marketed under the brand names AOP^™, Demco^®, Douglas Chero^™, Dynatorque^™, Maxtorque^™, Navco^®, Newco^®, Nutron^®, OIC^®, Techno^™, Texstream^™, Thornhill Craver^®, Wheatley^® and WKM^®.

Engineered Valves –

Engineered valves include a full range of highly customized ball, gate and check valves serving the oil and gas production, pipeline, subsea and liquefied natural gas (LNG) markets. Products are marketed under the brand names Cameron^®, Entech^™, Grove^®, Ledeen^™, Ring-O^®, TK^®, Tom Wheatley^® and WKM^®.  Demand for engineered valves has historically been affected by the scope and timing of large development and infrastructure projects involving long lead times.

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Process Valves –

Process valves are sold 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 –

The V&M segment also designs, manufactures and distributes measurement products, systems and solutions to the global oil and gas, process and power industries. Brand names for these products include Barton^®, Caldon^®, Clif Mock^™, Jiskoot^™, Linco^™ and Nuflo^™.

Services –

In addition to the above, V&M provides preventative maintenance, OEM spare parts, repair, field service, asset management and remanufactured products for valves and actuators through service centers situated in strategic locations around the world.

Market Issues

The success of hydraulic fracturing activities in recent years has led to increased supplies of oil and natural gas in North America.  This, combined with various other factors such as, (i) continued strong production levels from the Organization of Petroleum Exporting Countries (OPEC) and certain other resource-rich countries, (ii) current weakness in world demand for petroleum due to slowing economic growth in certain regions, and (iii) the strong U.S. dollar, in which a significant portion of world trade in petroleum products occurs, has contributed to a decline in commodity prices which began during the latter half of 2014, and has continued into early 2015.  While market activity was generally strong for the first nine months of 2014, activity levels began to weaken toward the end of the year as a result of the decline in commodity prices.  We believe these declines in commodity prices will reduce market activity levels in 2015, which will lower the demand for our products and services.  Although the Company has a substantial backlog of work that is scheduled to be executed during 2015, weaker demand for our products and services is expected to have an adverse impact on new orders, revenues and earnings.  Based on the Company’s long history in the energy sector, we believe such declines in commodity prices and demand are cyclical in nature.  During such cyclical downturns, we take steps to adjust our commercial, manufacturing and support operations as appropriate to ensure that the Company remains competitive and financially sound.  The Company cannot predict the timing of improvement in market conditions.

Cameron continues to be one of the leaders in the global market for the supply of petroleum production equipment. Cameron believes that it is well-positioned to serve these markets, even during downturns. Plant and service center facilities around the world in major oil and gas producing regions provide broad market coverage. Information relating to revenues generated from shipments to various geographic regions of the world is set forth on page 2 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation” included in Part II, Item 7 of this Annual Report on Form 10-K and incorporated herein by reference.

The market beyond North America continues to be important to Cameron, accounting for nearly 64% of Cameron’s revenues for the year ended December 31, 2014, up from 61% in 2013 and 55% in 2012.   The desire to expand oil and gas resources and transmission capacity in developed and developing countries, for both economic and political reasons, continues to be 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.

As a result of tighter regulations for the industry in recent years and an increased focus on safety, the Company has experienced increased demand in its Drilling segment to service and, in many cases, re-certify existing BOP stacks back to original OEM specifications.  The Company believes this trend by operators to use OEM’s to service their equipment will continue in the near future.

Also, based upon the Company’s broad portfolio of products, Cameron has a significant presence in the offshore oil and gas drilling, production and infrastructure market.  The Company provides drilling equipment packages for drilling rigs, drilling and production risers, subsea production systems, oil and gas separation equipment, chokes, valves and other equipment to the offshore market.  Approximately 62% of the Company’s 2014 revenue was derived from the offshore market (51% in 2013).

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Cameron is also a significant participant, through its OneSubsea venture 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 larger in scope and complexity, in terms of both technical and logistical requirements. Subsea projects (i) typically involve long lead times, (ii) typically are larger in financial scope, (iii) typically require substantial engineering resources to meet the technical requirements of the project and (iv) often involve the application of existing technology to new environments and in some cases, new technology. The Company’s OneSubsea business has a backlog of approximately $2.7 billion for subsea systems projects at December 31, 2014.  To the extent the Company experiences unplanned difficulties in meeting the technical and/or delivery requirements of the projects, the Company’s earnings or liquidity could be negatively impacted.  For additional information, see the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation” included in Part II, Item 7 of this Annual Report on Form 10-K and incorporated herein by reference.

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, 2014, 2013 and 2012, research and product development expenditures, including amounts incurred on projects designed to enhance or add to its existing product offerings, totaled approximately $128 million, $83 million and $63 million, respectively.  The Subsea segment accounted for 58%, 44% and 47% of each respective year’s total costs.

On January 6, 2015, the Company announced the execution of definitive agreements between OneSubsea, Helix Energy Solutions Group, Inc. and Schlumberger for a non-incorporated alliance formed to develop technologies and to deliver equipment and services designed to provide customers with more cost effective and more efficient subsea well intervention solutions, particularly for deep and ultra-deepwater basins and high well pressure environments.

Working with numerous universities around the world through the Company’s Sustainability Business Model, the Company was able to commercialize the EVERMAX™ lubricant in 2013.  Formulated as a grease, EVERMAX features nanotechnology additives which reduce friction by orders of magnitude over traditional lubricants.  The Company expects this product to provide significant improvements in operating efficiency and wear reduction in Cameron’s ball valve products as well as BOPs and gate valve applications.

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

OneSubsea continues to focus on new technology development in areas such as Life of Field services, Processing, Controls, Optimization and High Pressure and High Temperature applications and in the integration of subsea and subsurface technologies to increase recovery and lower intervention costs.  As example, in 2014 OneSubsea delivered a subsea multiphase meter with an innovative conductivity probe that allows for the determination of water in gas or oil down to the parts-per-million (PPM) level or to detect changes in water salinity.  Additionally, three innovative subsea sampling solutions were delivered to clients in various parts of the world.  Similarly, testing was completed on a 3.8Mw high-pressure subsea multiphase boosting pump to the satisfaction of, and support from, several Oil and Gas Operators.  Finally, as discussed above, OneSubsea entered into an alliance with Schlumberger and Helix Energy Solutions that will deliver to the market efficient and cost-effective light well intervention technologies.

Additionally, Cameron continues to improve its CO2 membrane technology.  The Cynara PN-1 membrane product was released in 2012 with enhanced separation characteristics for high volume gas applications.  This resulted from a joint development effort between Cameron and Petronas and was recently selected for a large gas processing plant in Southeast Asia.

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Another new CO2 membrane will be released in 2015 with capabilities to handle higher natural gas pressures and lower CO2 concentrations, which initially will be marketed for on-shore gas processing applications.  This technology is an alternative to amine systems in many applications, with significant lower operating cost, modular construction and smaller footprint.

The monoethylene glycol (MEG) reclamation technology is a continued focus for product improvement and enhancement.  The latest generation of Cameron’s brine displacement solution was launched in 2013 as PureMEG®.  The latest developments include divalent salt removal systems and improved salt management processes. These enhancements are targeted to provide better reliability and OPEX.

In 2014, Cameron began offering the Bilectric©HF, 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 options to upgrade existing installations for improved throughput, performance or chemical optimization.

The CDX Compact Deaeration technology will be launched in 2015.  This packed bed reactor solution will provide substantial space and weight savings as compared to traditional vacuum deaeration solutions utilized offshore for seawater flooding.  This is the result of a 3 year development that is in the final stage of field demonstration testing.

Over the last three years, Cameron’s Surface segment has developed a number of products to serve the hydraulic fracturing (frac) market.  The F-T90 horizontal frac tree is ultra-compact in design to reduce frac stack height.  In 2014, Cameron expanded the F-T90 fleet to include 5” 15,000-psi trees in both Canada and the U.S.   The Monoline™ Frac Fluid Delivery System (FFDS) eliminates a significant number of frac iron connections, eliminates the need for expensive safety strapping, reduces footprint and reduces wellsite clutter for added safety benefits. Cameron’s rotating casing hanger facilitates running the casing string in highly deviate wells, reducing both rig time and the risk of stuck pipe.  The tension hanger designed by Cameron allows for the tubing string to be pulled straighter on completion to allow for artificial lift solutions that are required later for almost all shale wells.  To address the needs of maturing frac wells, Cameron’s Surface Systems Engineering group has improved the CAMLIFT™ 30-120, CAMLIFT 30-144 and the CAMLIFT 40-192 systems to extend seal life by reducing the hammering effects in the system.  This has improved operators’ uptime and significantly exceeds the uptime average for artificial lift wells.  Throughout the life of the frac wells, the new CAM20-MT Interchanger Multi-Trim choke is a cost-effective solution that allows fast actuated adjustments to keep up with changing well conditions and is designed for fast and easy replacement of internals if they get damaged by sand or proppant.

During 2011, the Company’s Drilling segment delivered the industry’s first and only 13⅝” 25,000-psi BOP stack for use in a high-pressure application in the Gulf of Mexico.  Currently, the Company has on order a second 25,000-psi BOP stack and a 25,000-psi manifold which is expected to be delivered in 2015.  Previously, in another first, the Drilling segment had introduced an 18¾” 20,000-psi BOP stack in 2009, which had the characteristics of reduced height 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 complement to the EVO BOP, which uses seawater pressure instead of traditional nitrogen-charged accumulator bottles to power the BOP rams.  In 2012, Cameron developed a derivative system of SPA called Sea Pressure Reduction Assembly (SPRA), which reduces hydrostatic seawater effects on the EVO BOP operating system.  This, in turn, makes more efficient use of existing accumulator capacity.  Another highlight of 2012 was the development of the stab-in connection system (STiCS).  The STiCS provides an automated means of safely and quickly connecting heavy choke and kill hoses to the riser slip joint which saves hours of rig time.

The Drilling segment also introduced a number of products to the industry in 2014 including the CognitionTM Stack Instrumentation Infrastructure package and EVO® 300 Bonnet™ technology that were introduced at the Offshore Technology Conference (OTC) and the X-COM operator’s chair that was introduced at the Offshore North Seas Conference (ONS).  The Cognition package is a network of sensors, data recorders and communications on the subsea stack that provides critical information for real-time subsea stack monitoring, conditioned-based maintenance, and emergency mitigation and recovery.  The EVO 300 Bonnet is a simpler bonnet design for the EVO BOP which has an increased closing force of 54% over the previous design.  The X-COM operator’s chair improves upon the earlier chair design and incorporates added features to improve operational efficiency.

In addition, the Mark IV HA control systems and Mark IV control POD were introduced.  The Mark IV system – featuring an industry-first three-POD design option – improves operational reliability of the drilling system through redundancy and simplified POD design.  Each control POD within the system has also been improved to include 33% more available functions to accommodate eighty-cavity stacks, a 50% reduction in internal tubing to reduce leak paths, and a 26% smaller footprint than its predecessor.

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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. and the Artificial Lift Systems business of Weatherford, Ltd.

The principal competitive factors in the petroleum production equipment markets are technology, quality, service 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.

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 in recent years constructed new facilities, mainly in certain locations outside of North America, in order to meet 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 by 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 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 backlog was approximately $9.5 billion at December 31, 2014 (approximately 60% of which is expected to be shipped during 2015), as compared to $11.1 billion at December 31, 2013, and $8.1 billion at December 31, 2012.  Backlog consists 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 part 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 513 unexpired United States patents and 1,200 unexpired foreign patents. During 2014, 160 new U.S. and 282 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 important to its business as a whole: CAMERON, 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 parts until November 2027.

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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, 2014, Cameron had approximately 28,000 employees, of which nearly 23% were represented by labor unions.

Over 2,300 employees are covered by union contracts which are slated to expire during 2015, the majority of which are in Italy and Romania.

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Executive Officers of the Registrant

Name and Age	Present Principal Position and Other Material Positions Held During Last Five Years
Jack B. Moore (61)	Chairman of the Board of Directors since May 2011.  Chief Executive Officer since April 2008.  President from January 2007 to September 2014 (during this time also held the dual title of Chief Executive Officer from April 2008 to September 2014 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.
R. Scott Rowe (44)	President and Chief Operating Officer since October 2014.  Vice President from August 2012 to October 2014.  Chief Executive Officer of OneSubsea from March 2014 to September 2014.  President of the Production Systems division of OneSubsea from June 2013 to February 2014.  President of the Subsea Systems division of Cameron from August 2012 to February 2014.  President of the Engineered and Process Valves division from April 2010 to August 2012.  Vice President and General Manager of the Distributed Valves division from January 2007 to May 2008.  Vice President of Operations of the Valves and Measurement divisions from August 2005 to January 2007.  Corporate Development Manager from June 2002 to August 2003.
William C. Lemmer (70)	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 (49)	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 (56)	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.
Steven P. Geiger (61)	Vice President and Chief Administrative Officer since October 2014.  Vice President, Human Resources from January 2014 to September 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.
Dennis S. Baldwin (54)	Vice President, Controller and Chief Accounting Officer since March 2014.  Senior Vice President and Chief Accounting Officer of KBR, Inc. from August 2010 to March 2014.  Vice President and Chief Accounting Officer of McDermott International from October 2007 to August 2010.

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ITEM1A. RISK FACTORS

Factors That May Affect Financial Condition and Future Results

Downturns in the oil and gas industry have had, and will likely in the future have, a negative effect on the Company’s sales and profitability.

Demand for most of the Company’s products and services, and therefore its revenue, depends to a large extent upon the level of capital expenditures related to oil and gas exploration, development, production, processing and transmission. Declines, as well as anticipated declines, in oil and gas prices could negatively affect the level of these activities, or could result in the cancellation, modification or rescheduling of existing orders. For example, oil prices began declining during the third quarter of 2014, dropping nearly 50% from mid-year levels to approximately $53 per barrel as of December 31, 2014.  Prices have continued to decline into the mid-$40 range since year end.  Similarly, natural gas prices declined late in 2014 from the low-to-mid $4 range per MMBtu to just under $3 per MMBtu at December 31, 2014.  These declines have already begun to, and are expected to continue to, affect exploration and production activity levels and, therefore, demand for the Company’s products and services at least through 2015.  In addition to a decline in future orders and revenues, the Company may also incur additional costs as it seeks to adjust its commercial, manufacturing and support operations levels to meet expected future customer demand. See also the discussion in “Market Conditions” above for 2014 as compared to 2013.

Cancellation, downsizing or delays of orders in backlog are possible.

As described above, commodity prices have declined significantly since mid-2014 which has resulted in various oil and gas exploration and production companies announcing spending cuts or deferrals in their 2015 capital spending plans, as well as headcount reductions.  At current price levels, certain projects, particularly those in deepwater environments and unconventional resource regions, may become uneconomical for the risk involved.  Certain customers who are more highly leveraged may also experience concerns regarding future projected cash flows based on current price levels.  These factors described above could result in existing orders in backlog being cancelled, downsized or future shipment dates may be delayed, all of which could further negatively impact the Company’s future profitability.

At December 31, 2014, the Company’s backlog was approximately $9.5 billion, down 14% from December 31, 2013.  An example of a cancellation of an existing order is the reversal of $243 million of backlog during the first quarter of 2014 as the result of a customer cancellation of a large drilling project award issued in 2012.  Another example of a potential delay or downsizing of a previous awards is the announcement by Chevron in late 2013of the deferral of its Rosebank project, which was awarded in 2013 and currently accounts for $505 million of the Company’s ending backlog, in order to work with its partners to improve the project’s economics.  Although the original contract remains in place, OneSubsea is currently working with Chevron on a revised scope for the project based on a new field layout design.

The inability of the Company to deliver its backlog or future orders on time could affect the Company’s sales and profitability and its relationships with its customers.

The ability to meet customer delivery schedules on the Company’s existing backlog, as well as future orders, is dependent on a number of factors including, but not limited to, access to the raw materials required for production, an adequately trained and capable workforce, project engineering expertise for large subsea projects, sufficient manufacturing plant capacity and appropriate planning and scheduling of manufacturing resources.  Many of the contracts the Company enters into with its customers require long manufacturing lead times and contain penalty clauses relating to on-time delivery. A failure by the Company to deliver in accordance with customer expectations could subject the Company to financial penalties or loss of financial incentives and may result in damage to existing customer relationships.

Execution of subsea and drilling rig projects exposes the Company to risks not present in its other businesses.

Cameron is involved in development projects involving drilling rigs and, through our subsea business, is a significant participant in the subsea systems projects market.  These markets are different from most of the Company’s other markets since drilling rig and subsea systems projects are larger in scope and complexity, in terms of both technical and logistical requirements. Both types of projects typically (i) involve long lead times, (ii) are larger in financial scope, (iii) require substantial engineering resources to meet the technical requirements of the project and (iv) often involve the application of existing technology to new environments and, in some cases, may require the development of new technology. The Company’s Drilling business had a backlog of approximately $721 million for drilling rig equipment and the subsea business had a backlog of approximately $2.7 billion for subsea systems projects at December 31, 2014.  To the extent the Company experiences unplanned difficulties in meeting the technical and/or delivery requirements of the projects, the Company’s earnings or liquidity could be negatively impacted.  The Company accounts for its drilling and subsea projects, as it does its separation projects, using accounting rules for construction-type and production-type contracts.  Factors that may affect future project costs and margins include the ability to properly execute the engineering and design phases consistent with our customers’ expectations, production efficiencies obtained, and the availability and costs of labor, materials and subcomponents.  These factors can impact the accuracy of the Company’s estimates and materially impact the Company’s future period earnings.  If the Company experiences cost overruns, the expected margin could decline.  Were this to occur, in accordance with the accounting guidance, the Company would record a cumulative adjustment to reduce the margin previously recorded on the related project in the period a change in estimate is determined.   Drilling rig equipment and subsea systems projects accounted for approximately 9% and 14%, respectively, of total 2014 revenues.

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As a designer, manufacturer, installer and servicer of oil and gas pressure control equipment, the Company may be subject to liability, personal injury, property damage and environmental contamination should such equipment fail to perform to specifications.

Cameron provides products and systems to customers involved in oil and gas exploration, development and production, as well as in certain other industrial markets.  Some of the Company’s equipment is designed to operate in high-temperature and/or high-pressure environments on land, on offshore platforms and on the seabed, and some equipment is designed for use in hydraulic fracturing operations.  Cameron also provides parts and repair services at numerous facilities located around the world, as well as at customer sites for this and other equipment.  Because of applications to which the Company’s products and services are put, particularly those involving the high temperature and/or pressure environments, a failure of such equipment, or a failure of our customer to maintain or operate the equipment properly, could cause damage to the equipment, damage to the property of customers and others, personal injury and environmental contamination, onshore or offshore, leading to claims against Cameron.

Certain of the Company’s risk mitigation strategies may not be fully effective.

The Company relies on customer indemnifications and third-party insurance as part of its risk mitigation strategy.  There is, however, an increasing reluctance of customers to provide what had been typical oilfield indemnifications for pollution, consequential losses, property damage, and personal injury and death, and a reluctance, even refusal of counterparties to honor their contractual indemnity obligations when given.  In addition,  insurance companies may refuse to honor their policies.

An example of both is the Company’s experience in the Deepwater Horizon matter.  The Company’s customer denied that it owed any indemnification under the contract with us, and when called on to participate in the Company’s settlement with BP Exploration and Production Inc., one of the seven insurers refused to provide coverage.  The Company subsequently sued its insurer and won a judgment for the full policy amount plus interest and costs, but the insurer continues to litigate the matter and has appealed the judgment.

The implementation of an upgraded business information system may disrupt the Company’s operations or its system of internal controls.

The Company has a project underway to upgrade its SAP business information systems worldwide.  The first stage of this multi-year effort was completed at the beginning of the third quarter of 2011 with the deployment of the upgraded system to the Company’s process systems and compression businesses.  Since then, other businesses and business functions have been migrated in stages.  As of December 31, 2014, nearly all businesses within the V&M segment, the Surface segment, the Company’s worldwide engineering and human resource functions, as well as other corporate office activities are now operating in the upgraded system.  The Drilling segment is scheduled to be migrated in 2015 and the OneSubsea business in 2016.  The Drilling segment and the OneSubsea business are major contributors to the Company’s consolidated revenues and income before income taxes.

As this system continues to be deployed throughout the Company, delays or difficulties may be encountered in effectively and efficiently processing transactions and conducting business operations, including project management, until such time as personnel are familiar with all appropriate aspects and capabilities of the upgraded systems.

A deterioration in future expected profitability or cash flows could result in an impairment of the Company’s goodwill.

Total goodwill was nearly $2.5 billion at December 31, 2014.  Due to the significant drop in commodity prices during the latter half of 2014 and the reorganization of the Company’s reporting structure, the Company made an additional evaluation of goodwill for impairment during the fourth quarter of 2014 based upon macro factors that existed at that point in time.  The fair value of our Process Systems reporting unit was estimated to be 10% to 15% higher than its carrying value as part of that evaluation.  The estimated fair value for Process Systems was based on forecasted timing and success in receiving new major project awards in 2015 and beyond, the pricing and profitability of those new awards and further improvements in revenue growth and profitability rates from those achieved historically.  Should our expectations prove to be incorrect due to (i) further declines in oil and gas prices and continued instability in the worldwide energy markets, (ii)  unanticipated delays occurring in project awards, including unplanned project cancellations, or, (iii) an increase in interest rates, our prior estimates of future earnings, cash flows and fair value of the Process Systems business would be negatively impacted, which could lead to an impairment of goodwill for that reporting unit, possibly even as early as our annual evaluation during the first quarter of 2015.  Goodwill associated with the Process Systems reporting unit at December 31, 2014 was approximately $571 million.

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The Company’s operations and information systems are subject to cybersecurity risks.

Cameron continues to increase its dependence on digital technologies to conduct its operations. Many of the Company’s files are digitized and more employees are working in almost paperless environments.  Additionally, the hardware, network and software environments to operate SAP, the Company’s main enterprise-wide operating system, have been outsourced to third parties.  Other key software products used by the Company to conduct its operations either reside on servers in remote locations or are operated by the software vendors or other third parties for the Company’s use as “Cloud-based” or “Web-based” applications.  The Company has also outsourced certain information technology development, maintenance and support functions.  As a result, the Company is exposed to potentially severe cyber incidents at both its internal locations and outside vendor locations that could result in a theft of intellectual property and/or disruption of its operations for an extended period of time resulting in the loss of critical data and in higher costs to correct and remedy the effects of such incidents, although no such material incidents have occurred to date to the Company’s knowledge.

Fluctuations in currency markets can impact the Company’s profitability.

The Company has established multiple “Centers of Excellence” facilities for manufacturing such products as subsea trees, subsea chokes, subsea production controls and blowout preventers.  These production facilities are located in the United Kingdom, Brazil, Romania, Italy, Norway and other European and Asian countries. To the extent the Company sells these products in U.S. dollars, the Company’s profitability is eroded when the U.S. dollar weakens against the British pound, the euro, the Brazilian real and certain Asian currencies, including the Singapore dollar. Alternatively, profitability is enhanced when the U.S. dollar strengthens against these same currencies.  For further information on the use of derivatives to mitigate certain currency exposures, see Item 3, “Quantitative and Qualitative Disclosures about Market Risk” below and Note 19 of the Notes to Consolidated Condensed Financial Statements.

The Company’s operations expose it to risks of non-compliance with numerous countries’ import and export laws and regulations, and with various nations’ trade regulations including U.S. sanctions.

The Company’s operations expose it to trade and import and export regulations in multiple jurisdictions.  In addition to using “Centers of Excellence” for manufacturing products to be delivered around the world, the Company imports raw materials, semi-finished goods and finished products into many countries for use in country or for manufacturing and/or finishing for re-export and import into another country for use or further integration into equipment or systems.  Most movement of raw materials, semi-finished or finished products by the Company involves exports and imports.  As a result, compliance with multiple trade sanctions and embargoes and import and export laws and regulations poses a constant challenge and risk to the Company.  The Company has received a number of inquiries from U.S. governmental agencies, including the U.S. Securities and Exchange Commission and the Office of Foreign Assets Control, regarding compliance with U.S. trade sanction and export control laws, the most recent of which was received in December 2012 and replied to by the Company in January 2013.  The Company has undergone and will likely continue to undergo governmental audits to determine compliance with export and customs laws and regulations.

The United States and the European Union (EU) also recently imposed sanctions on various sectors of the Russian economy and on transactions with certain Russian nationals and entities.  These sanctions may severely limit the amount of future business the Company does with customers involved in activities in Russia.  As of December 31, 2014, approximately 1% of the Company’s backlog from continuing operations related to future deliveries to customers doing business in Russia.  Customer sales by the Company’s continuing operations into Russia during 2014 totaled less than 1% of the Company’s sales during the year.  In addition, the sanctions of the U.S. and the EU are inconsistent and neither is, as yet, well defined, both of which factors increase the risk of an unintended violation.

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The Company’s operations expose it to political and economic risks and instability due to changes in economic conditions, civil unrest, foreign currency fluctuations, and other risks, such as local content requirements, inherent to international businesses.

The political and economic risks of doing business on a worldwide basis include the following:

• volatility in general economic, social and political conditions;

• the effects of civil unrest and, in some cases, military action on the Company’s business operations, customers and employees, such as that recently occurring in several countries in the  Middle East, in Ukraine and in Venezuela;

• exchange controls or other similar measures which result in restrictions on repatriation of capital and/or income, such as those involving the currencies of, and the Company’s operations in, Angola and Nigeria; and

• reductions in the number or capacity of qualified personnel.

In recent months, civil unrest and military action have increased in Iraq which may impact the ability of that country to continue to produce and export oil at current levels.  Such unrest may also jeopardize the Company’s in-country investments and on-going business activities supporting Iraq’s oil and gas production infrastructure.  At December 31, 2014, less than 1% of the Company’s backlog related to future deliveries to customers doing business in Iraq.  Additionally, less than 1% of the Company’s property, plant and equipment were located in Iraq.  The Company is also evaluating its options under the force majeure clauses of each of the major contracts with its customers doing business in Iraq in the event the current situation in that country continues to deteriorate.

Cameron also has manufacturing and service operations that are essential parts of its business in other developing countries and volatile areas in Africa, Latin America and other countries that were part of the Former Soviet Union, the Middle East, and Central and South East Asia. Recent increases in activity levels in certain of these regions have increased the Company’s risk of identifying and hiring sufficient numbers of qualified personnel to meet increased customer demand in selected locations.  The Company also purchases a large portion of its raw materials and components from a relatively small number of foreign suppliers in China, India and other developing countries. The ability of these suppliers to meet the Company’s demand could be adversely affected by the factors described above.

In addition, customers in countries such as Angola and Nigeria increasingly are requiring the Company to accept payments in the local currencies of these countries.  These currencies do not currently trade actively in the world’s foreign exchange markets.

The Company also has certain manufacturing and services operations in Venezuela that contributed $74 million in revenues during 2014.  The economy in Venezuela is highly inflationary.   As a result, the Company’s operations in Venezuela are accounted for as having a U.S. dollar functional currency and the Company considers its earnings in Venezuela to be permanently reinvested.  The Company does not currently expect a material gain or loss or a material decline in operating cash flows to occur as a result of any change in the payment practices of its primary customer or in further devaluations of the Venezuelan currency.  These factors however, along with recent civil unrest, create political and economic uncertainty with regard to their impact on the Company’s continued operations in this country.

Increasingly, some of the Company’s customers, particularly the national oil companies, have required a certain percentage, or an increased percentage, of local content in the products they buy directly or indirectly from the Company.  This requires the Company to add to or expand manufacturing capabilities in certain countries that are presently without the necessary infrastructure or human resources in place to conduct business in a manner as typically done by Cameron.  This increases the risk of untimely deliveries, cost overruns and defective products.

The Company’s operations expose it to risks resulting from differing and/or increasing tax rates.

Economic conditions around the world have resulted in decreased tax revenues for many governments, which have led and could continue to lead to changes in tax laws in countries where the Company does business, including further changes in the United States.  Changes in tax laws could have a negative impact on the Company’s future results.

The Company’s operations require it to deal with a variety of cultures, as well as agents and other intermediaries, exposing it to anti-corruption compliance risks.

Doing business on a worldwide basis necessarily involves exposing the Company and its operations to risks inherent in complying with the laws and regulations of a number of different nations. These laws and regulations include various anti-bribery and anti-corruption laws.

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The Company does business and has operations in a number of developing countries that have relatively underdeveloped legal and regulatory systems compared to more developed countries. Several of these countries are generally perceived as presenting a higher than normal risk of corruption, or as having a culture in which requests for improper payments are not discouraged. Maintaining and administering an effective anti-bribery compliance program under the U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom’s Bribery Act of 2010, and similar statutes of other nations, in these environments present greater challenges to the Company than is the case in other, more developed countries.

Additionally, the Company’s business involves the use of agents and other intermediaries, such as customs clearance brokers, in these countries as well as others.  As a result, the risk to the Company of compliance violations is increased because actions taken by any of them when attempting to conduct business on our behalf could be imputed to us by law enforcement authorities.

The Company is subject to environmental, health and safety laws and regulations that expose the Company to potential liability and proposed new regulations that would restrict activities to which the Company currently provides equipment and services.

The Company’s operations are subject to a variety of national and state, provincial and local laws and regulations, including laws and regulations relating to the protection of the environment. The Company is required to invest financial and managerial resources to comply with these laws and expects to continue to do so in the future. To date, the cost of complying with governmental regulation has not been material, but the fact that such laws or regulations are frequently changed makes it impossible for the Company to predict the cost or impact of such laws and regulations on the Company’s future operations. The modification of existing laws or regulations or the adoption of new laws or regulations imposing more stringent environmental restrictions could adversely affect the Company.

The Company provides equipment and services to companies employing hydraulic fracturing or “fracking” and could be adversely impacted by additional regulations of this enhanced recovery technique.

Environmental concerns have been raised regarding the potential impact on underground water supplies of hydraulic fracturing which involves the pumping of water and certain chemicals under pressure into a well to break apart shale and other rock formations in order to increase the flow of oil and gas embedded in these formations.  Recently, a number of U.S. states have proposed regulations regarding disclosure of chemicals used in fracking operations or have temporarily suspended issuance of permits for such operations.  The State of New York recently announced a statewide ban on hydraulic fracturing beginning in 2015 which would limit natural gas production from a portion of the Marcellus Shale region.  Additionally, the United States Environmental Protection Agency (EPA) issued rules, which became effective in January 2015, that are designed to limit the release of volatile organic compounds, or pollutants, from natural gas wells that are hydraulically fractured.  The EPA has published draft permitting guidance for oil and gas hydraulic fracturing activities using diesel fuels and is continuing to study whether the fracking process has any negative impact on underground water supplies.  Should these regulations, or additional regulations and bans by governments, restrict or curtail hydraulic fracturing activities, the Company’s revenues and earnings could be negatively impacted.

Enacted and proposed climate protection regulations and legislation may impact the Company’s operations or those of its customers.

The EPA has made a finding under the United States Clean Air Act that greenhouse gas emissions endanger public health and welfare and the EPA has enacted regulations requiring monitoring and reporting by certain facilities and companies of greenhouse gas emissions.  In June 2014, the U.S. Supreme Court prohibited the EPA from being able to require limits on carbon dioxide and other heat trapping gases from sources that would otherwise not need an air pollution permit.

Also, in June 2014, the EPA, acting under President Obama’s Climate Action Plan, proposed its Clean Power Plan, which would set U.S. state-by-state guidelines for power plants to meet by 2030 to cut their carbon emissions by 30% nationwide from 2005 levels.  The guidelines are also intended to cut pollution, nitrogen oxides and sulfur dioxide by more than 25% during the same period.  Under the Clean Power Plan, states are to develop plans to meet state-specific goals to reduce carbon pollution and submit those plans to the EPA by June 2016, with a later deadline provided under certain circumstances.  While these proposed rules may hasten the switch from coal to cleaner burning fuels such as natural gas, the overall long-term economic impact of the plan is uncertain at this point.

Carbon emission reporting and reduction programs have also expanded in recent years at the state, regional and national levels with certain countries having already implemented various types of cap-and-trade programs aimed at reducing carbon emissions from companies that currently emit greenhouse gases.

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To the extent the Company’s customers are subject to these or other similar proposed or newly enacted laws and regulations, the Company is exposed to risks that the additional costs by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at current or anticipated levels in certain jurisdictions, which could negatively impact their demand for the Company’s products and services.

To the extent Cameron becomes subject to any of these or other similar proposed or newly enacted laws and regulations, the Company expects that its efforts to monitor, report and comply with such laws and regulations, and any related taxes imposed on companies by such programs, will increase the Company’s cost of doing business in certain jurisdictions, including the United States, and may require expenditures on a number of its facilities and possibly on modifications of certain of its products.

The Company could also be impacted by new laws and regulations establishing cap-and-trade and those that might favor the increased use of non-fossil fuels, including nuclear, wind, solar and bio-fuels or that are designed to increase energy efficiency.  If the proposed or newly executed laws have the effect of dampening demand for oil and gas production, they could lower spending by customers for the Company’s products and services.

Environmental Remediation

The Company’s worldwide operations are subject to domestic and international regulations with regard to air, soil and water quality as well as other environmental matters. The Company, through its Health, Safety and Environmental (HSE) Management System and corporate third-party regulatory compliance audit program, believes it is in substantial compliance with these regulations.

The Company is heir to a number of older manufacturing plants that conducted operations in accordance with the standards of the time, but which have since changed.  The Company has undertaken clean-up efforts at these sites and now conducts its business in accordance with today’s standards.  The Company’s clean-up efforts have yielded limited releases of liability from regulators in some instances, and have allowed sites with no current operations to be sold.  The Company conducts environmental due diligence prior to all new site acquisitions.  For further information, refer to Note 20 of the Notes to Consolidated Condensed Financial Statements.

Environmental Sustainability

The Company has pursued environmental sustainability in a number of ways. Processes are monitored in an attempt to produce the least amount of waste. All of the waste disposal firms used by the Company are carefully selected in an attempt to prevent any future Superfund involvements. Actions are taken in an attempt to minimize the generation of hazardous wastes and to minimize air emissions. Recycling of process water is a common practice. Best management practices are used in an effort to prevent contamination of soil and ground water on the Company’s sites.

Cameron has implemented a corporate HSE Management System that incorporates many of the principles of ISO 14001 and OHSAS 18001.  The HSE Management System contains a set of corporate standards that are required to be implemented and verified by each business unit. Cameron has also implemented a corporate third-party regulatory compliance audit program to verify facility compliance with environmental, health and safety laws and regulations.  The compliance program employs or uses independent third-party auditors to audit facilities on a regular basis specific to country, region, and local legal requirements.  Audit reports are circulated to the senior management of the Company and to the appropriate business unit.  The compliance program requires corrective and preventative actions be taken by a facility to remedy all findings of non-compliance which are tracked on the corporate HSE data base.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

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 100 square feet to approximately 1,200,000 square feet.  In addition to its manufacturing facilities, the Company also owns and leases land, warehouses, distribution centers, service and storage facilities, sales and administrative offices. The Company leases its corporate headquarters office space and headquarters space for the staff of its segments in Houston, Texas.

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The table below shows the number of significant operating manufacturing, warehouse, distribution and service facilities and sales and administrative offices by business segment and geographic area at December 31, 2014.  The location and square footage information also includes land owned and leased.

	Americas		Asia/Pacific and Middle East		Europe/Africa/ Caspian/Russia		Total
Subsea ―
Number of locations		53		10		29		92
Square footage:
Owned		3,911,480		–		986,536		4,898,016
Leased		969,444		767,303		1,293,873		3,030,620
Surface ―
Number of locations		74		24		27		125
Square footage:
Owned		4,060,478		–		1,533,145		5,593,623
Leased		881,472		1,543,367		287,288		2,712,127
Drilling ―
Number of locations		34		5		10		49
Square footage:
Owned		1,809,235		–		446,681		2,255,916
Leased		29,983,104		535,238		227,236		30,745,578
V&M ―
Number of locations		61		20		12		93
Square footage:
Owned		1,371,292		18,729		747,488		2,137,509
Leased		1,392,037		755,896		206,562		2,354,495
Corporate ―
Number of locations		11		2		6		19
Square footage:
Owned		3,247,263		–		–		3,247,263
Leased		225,592		38,904		73,536		338,032
Total ―
Number of locations		233		61		84		378
Square footage:
Owned		14,399,748		18,729		3,713,850		18,132,327
Leased		33,451,649		3,640,708		2,088,495		39,180,852

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 has been and continues to be named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits. At December 31, 2014, the Company’s Consolidated Balance Sheet included a liability of approximately $17 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.

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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 million at December 31, 2014, 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, 2014 as no loss is currently considered probable.

Environmental Matters

The Company is currently identified as a potentially responsible party (PRP) for one site designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state law. The Osborne site is a landfill into which a predecessor of the Reciprocating Compression operation in Grove City, Pennsylvania deposited waste, where remediation was completed in 2011 and remaining costs relate to ongoing ground water monitoring. The Company is also a party with de minimis exposure at other CERCLA sites.

The Company is engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality ("TCEQ") at a former manufacturing location in Houston, Texas and had been engaged in one at a former manufacturing location in Missouri City, Texas.  With respect to the Missouri City site, the Company received a Certificate of Completion from the TCEQ on February 17, 2015.  With respect to the Houston site, in 2001, the Company discovered that contaminated underground water 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 continues to monitor the situation to determine whether additional remedial measures would be 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 noncurrent liability of approximately $7 million for these matters as of December 31, 2014.

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, 2014, the Company's Consolidated Balance Sheet included a noncurrent liability of nearly $3 million for these environmental matters.

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, 2014, the Company had no such activities or conduct to report.

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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 2014 or 2013.

The trading activity during 2014 and 2013 was as follows:

	Price Range ($)
	High		Low		Last
2014
First Quarter	$	64.38	$	56.51	$	61.77
Second Quarter		68.54		60.63		67.71
Third Quarter		74.89		65.88		66.38
Fourth Quarter		66.88		44.43		49.95

	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

As of February 10, 2015, the approximate number of stockholders of record of Cameron common stock was 836.

Information concerning securities authorized for issuance under stock-based compensation plans is included in Note 10 of the Notes to Consolidated Financial Statements, which notes are included in Part II, Item 8 hereof.

The Board of Directors has given management the authority to purchase nearly $3.8 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.  At December 31, 2014, the Company had remaining authority for future stock purchases totaling approximately $476 million.

Shares of common stock purchased and placed in treasury during the three months ended December 31, 2014 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)
10/1/14-10/31/14		1,611,425	$	59.39		53,617,663		9,559,708
11/1/14-11/30/14		1,096,675	$	54.98		54,714,338		9,925,578
12/1/14-12/31/14		673,577	$	48.32		55,387,915		9,538,245
Total		3,381,677	$	55.76		55,387,915		9,538,245

(1) Based upon month-end stock price

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ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected historical financial data for the Company for each of the five years in the period ended December 31, 2014. This information should be read in conjunction with the consolidated financial statements of the Company and notes thereto included elsewhere in this Annual Report.

	Year Ended December 31,
(dollars in millions, except per share data)	2014			2013			2012			2011			2010
Income Statement Data:
Revenues	$	10,381		$	9,138		$	7,795		$	6,348		$	5,644
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		7,464			6,518			5,522			4,422			3,885
Selling and administrative expenses		1,287			1,275			1,070			912			785
Depreciation and amortization		348			298			238			191			187
Interest, net		129			100			90			84			78
Other costs		73			92			33			177			47
Total costs and expenses		9,301			8,283			6,953			5,786			4,982
Income from continuing operations before income taxes		1,080			855			842			562			662
Income tax provision		(258	)		(196	)		(157	)		(97	)		(146	)
Income from continuing operations		822			659			685			465			516
Income from discontinued operations, net of income taxes		26			65			66			57			47
Net income		848			724			751			522			563
Less: Net income attributable to noncontrolling interests		37			25			–			–			–
Net income attributable to Cameron stockholders	$	811		$	699		$	751		$	522		$	563
Amounts attributable to Cameron stockholders:
Income from continuing operations	$	785		$	634		$	685		$	465		$	516
Income from discontinued operations		26			65			66			57			47
Net income attributable to Cameron stockholders	$	811		$	699		$	751		$	522		$	563
Earnings per share attributable to Cameron stockholders:
Basic -
Continuing operations	$	3.85		$	2.62		$	2.78		$	1.90		$	2.12
Discontinued operations		.13			.27			.27			.23			.19
Basic earnings per share	$	3.98		$	2.89		$	3.05		$	2.13		$	2.31
Diluted -
Continuing operations	$	3.83		$	2.60		$	2.76		$	1.87		$	2.08
Discontinued operations		.13			.27			.27			.23			.19
Diluted earnings per share	$	3.96		$	2.87		$	3.03		$	2.10		$	2.27
Balance Sheet Data (at the end of period):
Total assets	$	12,892		$	14,249		$	11,158		$	9,362		$	8,005
Cameron stockholders’ equity	$	4,555		$	5,852		$	5,566		$	4,707		$	4,392
Long-term debt	$	2,819		$	2,563		$	2,047		$	1,574		$	773
Other long-term obligations	$	360		$	510		$	376		$	400		$	266

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

The following discussion of the historical results of operations and financial condition of Cameron International Corporation (the Company or Cameron) should be read in conjunction with the Company’s consolidated financial statements and notes thereto included elsewhere in this Annual Report. All per share amounts attributable to Cameron stockholders included in this discussion are based on diluted shares outstanding.

Overview

Cameron provides flow equipment products, systems and services to worldwide oil and gas industries through four business segments – Subsea, Surface, Drilling and Valves & Measurement (V&M).

The Subsea segment delivers integrated solutions, products, systems and services to the subsea oil and gas market, including integrated subsea production systems involving wellheads, subsea trees, manifolds and flowline connectors, subsea processing systems for the enhanced recovery of hydrocarbons, control systems, connectors and services designed to maximize reservoir recovery and extend the life of each field.  The Subsea segment includes the operations of OneSubsea™, a business jointly owned by Cameron (60%) and Schlumberger (40%).

The Surface segment provides onshore and offshore platform wellhead systems and processing solutions, including valves, chokes, actuators, Christmas trees and services to oil and gas operators.  Rental equipment and artificial lift technologies are also provided, as well as products and services involving shale gas production.

One of the major services provided by the Surface segment is CAMSHALE™ Production Solutions, which specializes in shale gas production.  In this process, intense pressure from fracing fluid (usually a mixture of water and sand) is used to crack surrounding shale.  Once the fractures are made, the water is removed from the well bore and the sand is left behind to hold the fractures open.  Oil and natural gas then moves out of the fractures, into the well bore, and up to the surface.

The Drilling segment provides drilling equipment and services to shipyards, drilling contractors, exploration & production operators and rental tool companies.  Products fall into two broad categories: pressure control equipment and rotary drilling equipment and are designed for either onshore or offshore applications.  Such products include drilling equipment packages, blowout preventers (BOPs), BOP control systems, connectors, riser systems, valve and choke manifold systems, topdrives, mud pumps, pipe handling equipment, rig designs and rig kits.

The V&M segment businesses serve portions of the upstream, midstream and downstream markets.   These businesses provide valves and measurement systems that are primarily used to control, direct and measure the flow of oil and gas as they are moved from wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. Products include gate valves, butterfly valves, Orbit® brand rising stem ball valves, double block and bleed valves, plug valves, globe valves, check valves, actuators, chokes and parts and services as well as measurement equipment products such as totalizers, turbine meters, flow computers, chart recorders, ultrasonic flow meters and sampling systems.

Exposure to offshore markets

The Company’s broad portfolio of products results in Cameron having a significant presence in the offshore oil and gas drilling, production and infrastructure market.  Cameron provides drilling equipment packages for drilling rigs, drilling and production risers, subsea production systems, oil and gas separation equipment, chokes, valves and other equipment to the offshore market.  Approximately 62% of the Company’s 2014 revenue was derived from the offshore market (51% in 2013).

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Exposure to international markets

Revenues for the years ended December 31, 2014, 2013 and 2012 were generated from shipments to the following regions of the world (dollars in millions):

Region	2014		2013		2012
North America	$	3,739	$	3,557	$	3,514
South America		783		772		557
Asia, including Middle East		2,334		2,134		1,681
Africa		1,541		966		890
Europe		1,816		1,415		807
Other		168		294		346
Total revenues	$	10,381	$	9,138	$	7,795

Financial Summary

The following table sets forth the consolidated percentage relationship to revenues of certain income statement items for the periods presented:

	Year Ended December 31,
	2014			2013			2012
Revenues		100	%		100	%		100	%
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		71.9			71.3			70.8
Selling and administrative expenses		12.4			13.9			13.7
Depreciation and amortization		3.4			3.3			3.1
Interest, net		1.2			1.1			1.2
Other costs (see Note 4)		0.7			1.0			0.4
Total costs and expenses		89.6			90.6			89.2
Income from continuing operations before income taxes		10.4			9.4			10.8
Income tax provision		(2.5	)		(2.2	)		(2.0	)
Income from continuing operations		7.9			7.2			8.8
Income from discontinued operations, net of income taxes		0.3			0.7			0.8
Net income		8.2			7.9			9.6
Less: Net income attributable to noncontrolling interests		0.4			0.3			-
Net income attributable to Cameron stockholders		7.8	%		7.6	%		9.6	%

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Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Market Conditions

Information related to a measure of drilling activity and certain commodity spot and futures prices during each year and the number of available deepwater floaters at the end of each period follows:

	Year Ended December 31,				Increase (Decrease)
	2014		2013		Amount			%
Drilling activity (average number of working rigs during period)1:
United States		1,861		1,761		100			5.7	%
Canada		380		355		25			7.0	%
Rest of world		1,337		1,296		41			3.2	%
Global average rig count		3,578		3,412		166			4.9	%
Commodity prices (average of daily U.S. dollar prices per unit during period)2:
West Texas Intermediate (WTI) Cushing, OK crude spot price (per barrel)	$	93.03	$	98.01	$	(4.98	)		(5.1	)%
Brent crude spot price (per barrel)	$	99.01	$	105.76	$	(6.75	)		(6.4	)%
Henry Hub natural gas spot price (per MMBtu)	$	4.35	$	3.73	$	0.62			16.6	%
Twelve-month futures strip price (U.S. dollar amount at period end)2:
West Texas Intermediate Cushing, OK crude oil contract (per barrel)	$	56.57	$	95.79	$	(39.22	)		(40.9	)%
Brent crude oil contract (per barrel)	$	57.33	$	110.80	$	(53.47	)		(48.3	)%
Henry Hub natural gas contract (per MMBtu)	$	3.06	$	4.19	$	(1.13	)		(27.0	)%
Contracted drillships and semi submersibles by location3:
U.S. Gulf of Mexico		53		46		7			15.2	%
Central and South America		63		73		(10	)		(13.7	)%
Northwestern Europe		44		47		(3	)		(6.4	)%
West Africa		41		39		2			5.1	%
Southeast Asia and Australia		28		27		1			3.7	%
Other		49		48		1			2.1	%
Total		278		280		(2	)		(0.7	)%

¹ Based on average monthly rig count data from Baker Hughes

² Source: Bloomberg

³ Source:  IHS – Petrodata

Drilling activity was generally strong for the first nine months of 2014 and then began to weaken toward the end of the year as commodity prices dropped sharply in the fourth quarter and continued their rapid decline during early 2015.  We believe these declines in commodity prices will significantly reduce drilling activity levels in 2015, which will lower the demand for our products and services.  Although the Company has a substantial backlog of work that is scheduled to be executed during 2015, weaker demand for our products and services is expected to have an adverse impact on new orders, revenues and earnings.  Based on the Company’s long history in the energy sector, we believe such declines in commodity prices and demand are cyclical in nature.  During such cyclical downturns, we take steps to adjust our commercial, manufacturing and support operations as appropriate to ensure that the Company remains competitive and financially sound.  The Company cannot predict the duration or depth of this down-cycle.

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The increase in drilling rig activity during 2014 as compared to 2013 was primarily due to an increase in North American rigs drilling for oil and higher activity levels in most major regions of the world, except Latin America.  Despite the improvement in natural gas pricing for much of 2014, overall average drilling activity levels reflected only a modest improvement.  The average number of rigs drilling for gas was down in North America during 2014 as compared to 2013.  Rigs drilling for gas were approximately 18% of the total North American rig count in December 2014 compared to 21% in December 2013.  While December 2014 rig count levels were near the averages for the full year, there was a 7% drop in the average global rig count level in January 2015, mainly as the result of a nearly 11% drop in the average U.S. rig count, reflecting the impact of the decline in commodity prices during the latter half of 2014.

Crude oil prices trended downward during the second half of 2014.  For example, after reaching a high of $107.62 in late July, WTI crude prices closed the year at $53.27 per barrel, a decline of over 50%.  The twelve month futures price for crude oil at December 31, 2014 was approximately 6% higher than spot prices at the end of the year.  Prices for Brent crude followed a similar trend, ending the year with a $57.33 futures strip price, or 8% lower than the closing spot price.  The year-end Brent crude spot price was down 44% from mid-year levels.

Natural gas prices were fairly consistent for much of 2014, averaging $4.35 per MMBtu at Henry Hub, which is a 17% increase as compared to 2013, although prices began to decline near the end of 2014.  The 12-month futures strip price for natural gas at December 31, 2014 was $3.06 per MMBtu at Henry Hub, which is comparable to the spot price of $2.99 at December 31, 2014.

The total number of drillships and semi-submersibles available for contract and under contract at December 31, 2014 were generally consistent with the prior year with some redeployment occurring away from Central and South America to the U.S. Gulf of Mexico and certain other regions of the world.  At December 31, 2014, the supply of available semisubmersibles and drillships currently exceeds demand with additional supply expected to come on-line during 2015.  In connection with this and in response to current market conditions, certain drilling contractors have previously announced plans to cold stack or scrap certain older rigs in their existing portfolio during 2015.

Results of Operations

Consolidated Results – 2014 Compared to 2013

Net income attributable to Cameron stockholders for 2014 totaled $811 million, compared to $699 million for 2013.  These amounts included $26 million and $65 million, respectively, of income from discontinued operations for 2014 and 2013.  Discontinued operations include the Company’s Reciprocating Compression business sold in June 2014 and the Centrifugal Compression business for which the Company entered into a definitive agreement to sell in August 2014 (see Note 2 of the Notes to Consolidated Condensed Financial Statements for further information).  The closing of the sale of Centrifugal Compression was effective January 1, 2015.  Consolidated net income also includes $37 million and $25 million, respectively, of income attributable to noncontrolling interests for 2014 and 2013.

Earnings from continuing operations per diluted share attributable to Cameron stockholders totaled $3.83 in 2014, compared to $2.60 in 2013.  Included in the 2014 and 2013 results were other costs, totaling $0.31 and $0.29 per diluted share, respectively, as described further below.

Absent these costs, diluted earnings from continuing operations per share attributable to Cameron stockholders would have been $4.14 in 2014 and $2.89 in 2013, an increase of approximately 43%.

Total revenues for the Company increased $1.2 billion, or 13.6%, during 2014 as compared 2013.  The vast majority of the increase was attributable to higher revenues in the Drilling and Surface segments reflecting the impact of higher beginning-of-the-year backlog and continued strength throughout a good portion of 2014 in North American activity levels.  Revenues in the Subsea business were also up 9%, whereas V&M segment revenues were essentially flat with 2013.

As a percent of revenues, cost of sales (exclusive of depreciation and amortization) increased from 71.3% during 2013 to 71.9% for 2014, mainly as a result of lower product margins in the Surface and V&M segments largely relating to pricing pressures and higher costs. Comments regarding margins in the Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to Revenues minus Cost of Sales (exclusive of depreciation and amortization) as shown separately on the Company’s Consolidated Results of Operations Statement for each of the three years in the period ended December 31, 2014.

Selling and administrative expenses increased $12 million, or 1%, during 2014 as compared to 2013.  Selling and administrative expenses were 12.4% of revenues for 2014, down from 13.9% for 2013, reflecting the impact of cost control efforts throughout the Company.

26

Depreciation and amortization expense totaled $348 million for 2014 as compared to $298 million during 2013, an increase of $50 million.  The increase was due primarily to higher depreciation expense as a result of recent increased levels of capital spending, mainly in the Subsea and Surface segments.

Net interest increased $29 million, from $100 million during 2013 to $129 million during 2014, mainly as a result of additional interest associated with (i) $750 million of new senior notes issued by the Company in December 2013, and (ii) $500 million of new senior notes issued in June 2014.

During 2014, the Company incurred $73 million of other costs, net of credits, as compared to $92 million in 2013.  These other costs (credits) consisted of:

	Year Ended December 31,
(dollars in millions)	2014			2013
Goodwill impairment	$	40		$	–
Litigation costs		11			3
Loss on disposal of non-core assets		10			–
Impairment of identifiable intangible assets		4			–
Cost for early retirement of debt		3			–
OneSubsea formation and other acquisition and integration costs		2			60
International pension curtailment gains, net		(8	)		–
Gain from remeasurement of prior interest in equity method investment		(8	)		–
Mark-to-market impact on currency derivatives not designated as accounting  hedges		8			1
Currency devaluation		–			10
Severance, restructuring and other costs		11			18
Total other costs	$	73		$	92

The Company’s effective tax rate for 2014 was 23.9% compared to 22.9% during 2013.  The components of the effective tax rates for both years were as follows:

	Year Ended December 31,
	2014						2013
(dollars in millions)	Tax Provision			Tax Rate			Tax Provision			Tax Rate
Provision based on statutory rates in jurisdictions where income is earned	$	254			23.5	%	$	193			22.5	%
Adjustments to income tax provision:
Recognition of certain historical tax benefits as prior uncertainty regarding those benefits has been resolved		(5	)		(0.5	)		(16	)		(1.9	)
Tax effect of goodwill impairment		9			0.9			–			–
Finalization of prior year returns		17			1.6			29			3.4
Tax effects of changes in legislation		2			0.2			(10	)		(1.1	)
Accrual adjustments and other		(19	)		(1.8	)		–			–
Tax provision	$	258			23.9	%	$	196			22.9	%

Segment Results – 2014 Compared to 2013

Segment revenues and operating income before interest and income taxes represent the results of activities involving third-party customers and transactions with other segments.  Segment operating income before interest and income taxes represents the profit remaining in the segment after deducting third-party and intersegment cost of sales, selling and administrative expenses and depreciation and amortization expense from third-party and intersegment revenues.  For further information on the Company’s segments, see Note 16 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

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Subsea Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2014			2013			$			%
Revenues	$	3,067		$	2,813		$	254			9.0	%
Segment operating income before interest and income taxes	$	207		$	152		$	55			36.2	%
Segment operating income before interest and income taxes as a percent of revenues		6.7	%		5.4	%		N/A		1.3		pts.
Orders	$	2,356		$	4,405		$	(2,049	)		(46.5	)%
Backlog (at period-end)	$	4,263		$	4,958		$	(695	)		(14.0	)%

Revenues

Revenues increased in 2014 as compared to 2013 primarily as a result of higher international project activity levels on large subsea projects offshore Brazil and Nigeria, partially offset by certain subsea projects nearing completion in the Gulf of Mexico and the Asia-Pacific region, as well as a moderate decline in custom processing equipment revenues.

Segment operating income before interest and income taxes as a percent of revenues

Segment operating income before interest and income taxes as a percent of revenues improved in 2014 as compared to 2013, due mainly to better margin performance on large subsea projects and cost control efforts that limited increases in selling and administrative expenses.  Partially offsetting this improvement was increased depreciation and amortization expense, largely associated with higher amortization of purchased intangibles and additional capital spending in recent periods.

Orders

Orders declined significantly in 2014 as compared to 2013, a year in which there were four large project awards received covering more than 90 new subsea trees and two large project awards for custom processing equipment.  No similar-sized large subsea or custom processing equipment orders were received in 2014.

Backlog (at period-end)

A decline in new project awards during 2014, along with increased revenues, were the main drivers for the reduction in backlog levels at December 31, 2014 as compared to December 31, 2013.

Surface Segment

	Year Ended December 31,						Increase
(dollars in millions)	2014			2013			$		%
Revenues	$	2,411		$	2,077		$	334		16.1	%
Segment operating income before interest and income taxes	$	427		$	367		$	60		16.3	%
Segment operating income before interest and income taxes as a percent of revenues		17.7	%		17.7	%		N/A	0.0		pts.
Orders	$	2,480		$	2,372		$	108		4.6	%
Backlog (at period-end)	$	1,025		$	963		$	62		6.4	%

Revenues

Revenues increased in 2014 as compared to 2013 due mainly to higher activity levels, as well as increased market penetration, in various North American unconventional resource regions and higher deliveries to customers in the North Sea, Saudi Arabia and Oman, as well as higher sales to the Company’s Drilling segment.

Segment operating income before interest and income taxes as a percent of revenues

Segment operating income before interest and income taxes as a percent of revenues was flat in 2014 as compared to 2013 as overall cost increases mostly mirrored the increase in revenues during 2014.

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Orders

Orders were up modestly in 2014 as compared to 2013 as increased activity levels, along with higher market penetration in various North American unconventional resource regions, more than compensated for a decline in 2014 demand from customers operating in Iraq, in comparison to the strong order levels received for that region in 2013.

Backlog (at period-end)

The increase in segment backlog at December 31, 2014 as compared to December 31, 2013 was entirely due to new equipment order rates exceeding deliveries during the year.

Drilling Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2014			2013			$			%
Revenues	$	3,049		$	2,327		$	722			31.0	%
Segment operating income before interest and income taxes	$	474		$	311		$	163			52.4	%
Segment operating income before interest and income taxes as a percent of revenues		15.5	%		13.4	%		N/A		2.1		pts.
Orders	$	2,449		$	2,803		$	(354	)		(12.6	)%
Backlog (at period-end)	$	3,327		$	4,141		$	(814	)		(19.7	)%

Revenues

Revenues increased in 2014 as compared to 2013 driven by execution of orders from the segment’s substantial beginning-of-the-year backlog levels and better project execution, as well as an increased demand for the Company’s services.

Segment operating income before interest and income taxes as a percent of revenues

The increase in segment operating income before interest and income taxes as a percent of revenues in 2014 as compared to 2013 was due primarily to cost control efforts which limited the amount of increase in selling and administrative expenses as compared to 2013.

Orders

Order rates declined in 2014 as compared to 2013 as a result of a slowdown in large rig construction and drilling stack project awards in 2014, partially offset by a modest improvement in orders for services.

Backlog (at period-end)

Backlog at December 31, 2014 decreased from December 31, 2013 mainly due to the slowdown in large rig construction and drilling stack project awards in 2014, as described above.

V&M Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2014			2013			$			%
Revenues	$	2,125		$	2,105		$	20			1.0	%
Segment operating income before interest and income taxes	$	393		$	414		$	(21	)		(5.1	)%
Segment operating income before interest and income taxes as a percent of revenues		18.5	%		19.7	%		N/A		(1.2		) pts.
Orders	$	2,091		$	2,086		$	5			0.2	%
Backlog (at period-end)	$	921		$	1,017		$	(96	)		(9.4	)%

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Revenues

Overall, segment revenues for 2014 were relatively flat when compared to 2013 as increased sales of distributed valves and measurement products, mainly resulting from continued strength in the North American market for much of the year, were mostly offset by lower engineered and process valves sales due largely to project slippage, recent order weakness and delayed timing of valve deliveries due to various customer changes.

Segment operating income before interest and income taxes as a percent of revenues

The ratio of segment operating income before interest and income taxes as a percent of revenues declined in 2014 as compared to 2013 due primarily to lower engineered and process valve product margins, resulting mainly from pricing pressures and the impact of higher manufacturing costs, partially offset by lower selling and administrative costs.

Orders

Orders were essentially flat in 2014 as compared to 2013.  Higher North American activity levels for much of 2014 resulted in full year order increases for distributed valves and measurement products. Sequentially, however, order rates declined in both product lines in the fourth quarter of 2014 as compared to the third quarter of 2014 as a result of weakening commodity prices and activity levels during the latter half of 2014.

The full year product line increases described above were largely offset by a decline in demand for both engineered and process valves resulting mainly from project slippage and customer spending constraints associated with large international production expansion projects.

Backlog (at period-end)

Backlog levels for the V&M segment at December 31, 2014 decreased from December 31, 2013, as recent order rates for new engineered and process valves have not kept pace with recent deliveries. These decreases were partially offset by strong demand for distributed valves during much of 2014.

Corporate Expenses

Corporate expenses were $145 million for 2014, a decline of $17 million from $162 million in 2013.  The decrease was due primarily to lower spending associated with the Company’s information technology systems and lower costs associated with various legal matters.

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Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Market Conditions

Information related to a measure of drilling activity and certain commodity spot and futures prices during each year and the number of available deepwater floaters at the end of each period follows:

	Year Ended December 31,				Increase (Decrease)
	2013		2012		Amount			%
Drilling activity (average number of working rigs during period)1:
United States		1,761		1,919		(158	)		(8.2	)%
Canada		355		365		(10	)		(2.7	)%
Rest of world		1,296		1,234		62			5.0	%
Global average rig count		3,412		3,518		(106	)		(3.0	)%
Commodity prices (average of daily U.S. dollar prices per unit during period)2:
West Texas Intermediate Cushing, OK crude spot price (per barrel)	$	98.01	$	94.10	$	3.91			4.2	%
Brent crude spot price (per barrel)	$	105.76	$	109.06	$	(3.30	)		(3.0	)%
Henry Hub natural gas spot price (per MMBtu)	$	3.73	$	2.75	$	0.98			35.6	%
Twelve-month futures strip price (U.S. dollar amount at period end)2:
West Texas Intermediate Cushing, OK crude oil contract (per barrel)	$	95.79	$	93.19	$	2.60			2.8	%
Brent crude oil contract (per barrel)	$	110.80	$	111.11	$	(0.31	)		(0.3	)%
Henry Hub natural gas contract (per MMBtu)	$	4.19	$	3.60	$	0.59			16.4	%
Contracted drillships and semi submersibles by location: 3
U.S. Gulf of Mexico		46		40		6			15.0	%
Central and South America		73		84		(11	)		(13.1	)%
Northwestern Europe		47		45		2			4.4	%
West Africa		39		32		7			21.9	%
Southeast Asia and Australia		27		21		6			28.6	%
Other		48		47		1			2.1	%
Total		280		269		11			4.1	%

¹ Based on average monthly rig count data from Baker Hughes

² Source: Bloomberg

³ Source:  IHS – Petrodata

The average number of worldwide operating rigs during 2013 declined 3% from 2012 due primarily to a lower average number of gas rigs working in North America.  During 2013, rig count levels dropped to their lowest point in May before recovering 9% by December.  Average worldwide rig count levels for the month of December 2013 were up 3% from the average number of rigs operating during the month of December 2012 but were down 11% from February 2012, the highest monthly average level of operating rigs counted during the last ten year period.

The decline during 2013 in the average annual United States rig count was the result of a 31% decline in the average number of working gas rigs.  Oil rigs accounted for 78% of the average 2013 U.S. rig count compared to 71% for 2012.  The U.S. rig count level during the month of December 2013 increased from earlier months in the year and was just under the average U.S. rig count level for the month of December 2012.

A decline in the average number of operating oil rigs accounted for the drop in the average Canadian rig count from 2012 to 2013. Oil rigs accounted for nearly 66% of the average 2013 Canadian rig count compared to almost 72% for 2012.

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For the rest of the world, increased drilling activity in Africa contributed to almost half of the 5% increase in average operating rigs in 2013 as compared to 2012.

WTI crude oil prices during 2013 went from a low of under $87 per barrel in April to a high of over $110 per barrel in September before declining during the remainder of the year to close at $98.42 per barrel at December 31, 2013, in line with the average daily price for the year and up 7% from the closing price at December 31, 2012.   The 12-month futures strip price for WTI crude oil was $95.79 at December 31, 2013, down 3% from 2013’s year-end closing spot price.  In comparison, Brent crude oil spot prices averaged almost $106 per barrel for 2013, compared to $109 per barrel in 2012.

Natural gas spot prices trended upward throughout much of 2013 from a low of $3.08 per MMBtu at Henry Hub in January to a high of $4.52 per MMBtu at Henry Hub during December.  The December 31, 2013 closing price was 26% higher than the closing price at December 31, 2012.  However, the 12-month futures strip price for natural gas at Henry Hub at December 31, 2013 was $4.19, down 3% from 2013’s year-end closing price, but up 12% from the average 2013 price level.

The decline during 2012 in the price of natural gas negatively affected gas drilling activity levels in North America and order rates that year for certain of the Company’s products used in natural gas drilling and production, in particular distributed valves, which serve this market.  Although natural gas prices recovered somewhat during 2013 from 2012 levels, North American gas rig count levels did not show a similar recovery during that same period.

Results of Operations

Consolidated Results – 2013 Compared to 2012

Net income attributable to Cameron stockholders for 2013 was $699 million compared to $751 million for 2012.  These amounts included $65 million and $66 million, respectively, of income from discontinued operations for 2013 and 2012.  Consolidated net income for 2013 also includes $25 million of income attributable to noncontrolling interests (none for 2012).

Earnings from continuing operations per diluted share attributable to Cameron stockholders for 2013 were $2.60 down from $2.76 per share in 2012.  The Company incurred approximately $0.29 per share of other costs in 2013, as described further below.  Such other costs in 2012 amounted to approximately $0.11 per share.  Absent these costs, the Company’s diluted earnings per share from continuing operations would have been $2.89 in 2013 compared to $2.87 in 2012, an increase of approximately 1%.

Total revenues for the Company increased by $1.3 billion, or 17.2%, from $7.8 billion in 2012 to $9.1 billion for 2013, with the improvement noted mainly in the Subsea and Drilling segments. Businesses acquired since the beginning of 2012 accounted for approximately 34% of the increase.  Absent the effect of these newly acquired businesses, revenues climbed 11% in 2013 as compared to 2012.  A further discussion of revenues by segment may be found below.

As a percent of revenues, cost of sales (exclusive of depreciation and amortization) increased from 70.8% in 2012 to 71.3% for 2013.  The increase was due largely to execution issues in the Drilling segment.

Selling and administrative expenses increased $205 million, or 19.2%, during 2013 as compared to 2012.

• As a percent of revenues, selling and administrative expenses increased from 13.7% in 2012 to 13.9% in 2013.

• Higher employee and facility-related costs as a result of increased headcount, business volumes and international and services expansion efforts, particularly in the Surface and Drilling segments, accounted for most of the dollar increase.

Depreciation and amortization increased $60 million, or 25.2%, during 2013 as compared to 2012 mainly due to:

• increased capital spending in recent periods primarily for (i) expansion of the fleet of rental equipment available in the Surface segment, (ii) enhancing the manufacturing capacity in the Drilling segment, and (iii) development of the Company’s enhanced business information systems as well as,

• the impact of newly acquired businesses, which accounted for nearly 46% of the increase in costs during 2013.

Net interest for 2013 totaled $100 million, an increase of $10 million from 2012.  The increase was due mainly to (i) the full year impact of interest during 2013 on the $500 million principal amount of debt issued in May 2012 and (ii) the $750 million principal amount of debt issued in December 2013, as well as additional interest associated with prior years’ income tax liabilities.

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During 2013, the Company incurred $92 million of other costs as compared to $33 million in 2012.  These other costs consisted of:

	Year Ended December 31,
(dollars in millions)	2013		2012
OneSubsea formation and other acquisition and integration costs	$	60	$	16
Currency devaluation		10		–
Impairment of identifiable intangible assets		–		18
International pension settlement costs		–		7
Litigation costs		3		2
Mark-to-market impact on currency derivatives not designated as accounting hedges		1		(16	)
Severance, restructuring and other costs		18		6
Total other costs	$	92	$	33

The Company’s effective tax rate for 2013 was 22.9% compared to 18.6% during 2012.  The components of the effective tax rates for both years were as follows:

	Year Ended December 31,
	2013						2012
(dollars in millions)	Tax Provision			Tax Rate			Tax Provision			Tax Rate
Provision based on statutory rates in jurisdictions where income is earned	$	193			22.5	%	$	206			24.4	%
Adjustments to income tax provision:
Recognition of certain historical tax benefits as prior uncertainty regarding those benefits has been resolved		(16	)		(1.9	)		(22	)		(2.6	)
Finalization of prior year returns		29			3.4			(21	)		(2.5	)
Tax effects of changes in legislation		(10	)		(1.1	)		(2	)		(0.2	)
Accrual adjustments and other		–			–			(4	)		(0.5	)
Tax provision	$	196			22.9	%	$	157			18.6	%

Segment Results – 2013 Compared to 2012

Subsea Segment

	Year Ended December 31,						Increase
(dollars in millions)	2013			2012			$		%
Revenues	$	2,813		$	2,061		$	752		36.5	%
Segment operating income before interest and income taxes	$	152		$	72		$	80		111.1	%
Segment operating income before interest and income taxes as a percent of revenues		5.4	%		3.5	%		N/A	1.9		pts.
Orders	$	4,405		$	2,427		$	1,978		81.5	%
Backlog (at period-end)	$	4,958		$	2,730		$	2,228		81.6	%

Revenues

Revenues increased in 2013 as compared to 2012 mainly due to (i) the impact of businesses contributed by Schlumberger upon the formation of OneSubsea, effective June 30, 2013, (ii) higher subsea project activity levels, mainly for fields offshore Brazil and Australia, and (iii) higher international project activity levels associated with processing solutions.

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Segment operating income before interest and income taxes as a percent of revenues

Segment operating income before interest and income taxes as a percent of revenues increased in 2013 as compared to 2012 mainly as a result of improved margins on large subsea projects, as well as stronger volumes and better absorption of costs in the process systems product line.

Orders

Orders increased significantly in 2013 as compared to 2012 largely due to (i) an 87% increase in the number of new subsea trees awarded in 2013, mainly for projects offshore Brazil and in the UK North Sea, (ii) an award of nearly $250 million for a gas processing facility in Malaysia, and (iii) the impact of businesses contributed by Schlumberger upon the formation of OneSubsea in June 2013, which accounted for almost 19% of the increase.

Backlog (at period-end)

Similar to orders, backlog at December 31, 2013 was significantly higher than at December 31, 2012.  Nearly 25% of the increase in backlog from December 31, 2012 was due to the impact of businesses contributed by Schlumberger as part of the formation of OneSubsea in June 2013.  The remaining increase largely reflected the high level of new major project awards received in 2013, as described above.

Surface Segment

	Year Ended December 31,						Increase
(dollars in millions)	2013			2012			$		%
Revenues	$	2,077		$	1,859		$	218		11.7	%
Segment operating income before interest and income taxes	$	367		$	315		$	52		16.5	%
Segment operating income before interest and income taxes as a percent of revenues		17.7	%		16.9	%		N/A	0.8		pts.
Orders	$	2,372		$	2,075		$	297		14.3	%
Backlog (at period-end)	$	963		$	667		$	296		44.4	%

Revenues

Revenues increased in 2013 as compared to 2012 due primarily to (i) higher activity levels and increased deployment of rental equipment in unconventional resource regions of North America and (ii) higher shipments for projects in the U.K. North Sea, the Caspian Sea, the Middle East and in the Asia-Pacific region.  Partially offsetting this improvement was a significant decline in revenues for wellhead processing equipment and services, primarily in North America.

Segment operating income before interest and income taxes as a percent of revenues

Segment operating income before interest and income taxes as a percent of revenues increased in 2013 as compared to 2012.  Improved product margins, resulting mainly from better price realization and product mix on various international projects, was partially offset by (i) higher depreciation and amortization expense from purchased intangibles and recent capital spending for the expansion of the fleet of rental equipment available and (ii) increased selling and administrative expenses largely associated with higher employee-related costs.

Orders

Orders increased during 2013 as compared to 2012 mainly as a result of (i) high demand for new equipment in Saudi Arabia and Iraq, (ii) higher activity levels, increased market penetration and rental equipment deployments in North America, and (iii) increased demand for equipment in the U.K. North Sea and the Caspian Sea.  Partially offsetting these gains was a significant decline in demand for wellhead processing equipment and services, primarily in North America.

Backlog (at period-end)

Increased levels of demand during 2013 resulted in the increase in backlog from December 31, 2012 to December 31, 2013.

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Drilling Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2013			2012			$			%
Revenues	$	2,327		$	1,807		$	520			28.8	%
Segment operating income before interest and income taxes	$	311		$	329		$	(18	)		(5.5	)%
Segment operating income before interest and income taxes as a percent of revenues		13.4	%		18.2	%		N/A		(4.8		) pts.
Orders	$	2,803		$	3,578		$	(775	)		(21.7	)%
Backlog (at period-end)	$	4,141		$	3,671		$	470			12.8	%

Revenues

Revenues increased in 2013 as compared to 2012 driven by (i) the execution of orders from the segment’s substantial beginning-of-the-year backlog levels, (ii) the impact of businesses acquired since the beginning of 2012 and (iii) recovery in execution delays from prior periods.

Segment operating income before interest and income taxes as a percent of revenues

Segment operating income before interest and income taxes as a percent of revenues decline in 2013 as compared to 2012 mainly due to a decrease in margins largely related to project execution issues and the impact of businesses acquired since the beginning of 2012, which carried higher costs than certain other preexisting businesses in this segment.

Orders

Orders declined in 2013 as compared to 2012, a year which included a large project award for a complete drilling equipment package for a new ultra-deepwater drillship and various large awards for drilling stacks for new drillship construction and as spares for existing rigs.  This same level of awards received in 2012 did not repeat in 2013.  Partially offsetting this decline was the impact of orders added from new businesses acquired since the beginning of 2012 and an increase in activity levels associated with the Company’s services.

Backlog (at period-end)

Backlog increased at December 31, 2013 as compared to December 31, 2012, mainly as a result of orders for new equipment and services exceeding revenues during the year.

V&M Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2013			2012			$			%
Revenues	$	2,105		$	2,168		$	(63	)		(2.9	)%
Segment operating income before interest and income taxes	$	414		$	396		$	18			4.5	%
Segment operating income before interest and income taxes as a percent of revenues		19.7	%		18.3	%		N/A		1.4		pts.
Orders	$	2,086		$	2,104		$	(18	)		(0.9	)%
Backlog (at period-end)	$	1,017		$	1,051		$	(34	)		(3.2	)%

Revenues

Revenues decreased in 2013 as compared to 2012 as a result of lower deliveries of engineered valves for major international pipeline projects, along with the impact of lower order rates during the year due to market weakness.

Segment operating income before interest and income taxes as a percent of revenues

Segment operating income before interest and income taxes as a percent of revenues increased in 2013 as compared to 2012 due primarily to improved product margins in all product lines, mainly resulting from better pricing, which was partially offset by higher employee-related expenses, higher consulting expenditures and increased costs resulting from expansion of V&M’s international sales efforts.

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Orders

Orders in 2013 declined modestly from 2012 as a result of decreased demand for engineered and process valves due to pipeline project delays and lower major infrastructure project awards.  This was mostly offset by higher demand for distributed valves resulting from higher North American activity levels and changes in stocking requirements by distributors.

Backlog (at period-end)

Backlog levels at December 31, 2013 decreased from December 31, 2012 in all product lines, except for measurement products, as order rates, mainly for new engineered and process valves, did not keep up with deliveries during 2013.

Corporate Expenses

Corporate expenses totaled $162 million in 2013 as compared to $126 million in 2012, an increase of $36 million.  The increase mainly reflects (i) increased spending in connection with the implementation of the Company’s new enterprise-wide information technology system, (ii) higher costs for various legal matters, and (ii)  higher employee-related costs due to increased headcount and incentive compensation.

Liquidity and Capital Resources

Consolidated statements of cash flows

Net cash provided by operating activities for 2014 totaled $1.2 billion, an increase of $355 million, from the $838 million of cash provided by operating activities during 2013.  The 2014 amount was partially offset by approximately $100 million of tax payments made during the year associated with the pre-tax gain recognized on the sale of the Reciprocating Compression business.

Cash used to increase working capital in 2014 was $5 million compared to $281 million used for working capital needs in 2013.

Cash provided by investing activities was $96 million in 2014 compared to $482 million of cash provided by investing activities in 2013.  During 2014, the Company received net proceeds of $547 million from the sale of the Reciprocating Compression business.  In 2013, $523 million of net proceeds, including cash acquired, was received from the formation of the OneSubsea venture with Schlumberger.  Capital expenditures in 2014 totaled $385 million, down from $520 million in 2013.  Over 50% of the Company’s 2014 capital expenditures were in the Subsea and Surface segments, primarily to enhance the Company’s manufacturing, rental fleet and service capabilities.  During 2013, the Company also had a net $477 million drawdown from the Company’s portfolio of short-term investments into cash and cash equivalents as compared to a net use of cash of $72 million during 2014 to build up this portfolio.

Cash used for financing activities was nearly $1.6 billion in 2014 as compared to $667 million in 2013.   During 2014, the Company acquired nearly 28 million shares of treasury stock at cash cost of $1.7 billion, an increase of $216 million from $1.5 billion spent in 2013 to acquire nearly 27 million shares.  Also, during 2014, the Board of Directors authorized the Company to initiate a commercial paper program with authority to issue up to $500 million in short-term debt.  Under this program, the Company issued commercial paper totaling $201 million in principal amount for general corporate needs.  The average term of the outstanding commercial paper as of December 31, 2014 was approximately 36 days.  The Company currently anticipates being able to continue to issue new commercial paper to fund or extend outstanding commercial paper as it comes due for payment.  In June 2014, the Company repaid $250 million of floating rate notes upon maturity and issued a total of $500 million of new senior notes split equally between 3- and 10-year maturities.  Additionally, the Company, in July 2014, spent $253 million, which included a make-whole premium plus accrued interest, to redeem early $250 million principal amount of 1.6% Senior Notes.  During 2013, the Company issued $750 million principal amount of senior unsecured notes as described more fully in Note 11 of the Notes to Consolidated Financial Statements and borrowed an additional $46 million, mainly through its international subsidiaries.  The Company also received $62 million of contributions from its noncontrolling interest partners during 2013.

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Future liquidity requirements

At December 31, 2014, the Company had nearly $1.6 billion of cash, cash equivalents and short-term investments.  Approximately $702 million of the Company’s cash, cash equivalents and short-term investments at December 31, 2014 were in the OneSubsea venture.  Dividends of available cash from OneSubsea to the venture partners, 40% of which would go to Schlumberger, require approval of the OneSubsea Board of Directors prior to payment.  Of the remaining cash, cash equivalents and short-term investments not held by OneSubsea, $217 million was located in the United States.

Total debt at December 31, 2014 was nearly $3.1 billion, most of which was in the United States.  Excluding capital leases, approximately $768 million of the debt obligations, excluding interest, have maturities within the next three-year period.  The remainder of the Company’s long-term debt is due in varying amounts between 2018 and 2043.

Excluding discontinued operations, the Company’s backlog decreased approximately 14% from December 31, 2013, reflecting a weakening in recent order rates and as a result of the cancellation of a large drilling project award in the first quarter of 2014 totaling nearly $243 million.  Orders during 2014 were down nearly 20% from the same period in 2013 due mainly to certain large subsea project awards received in 2013 that did not repeat at those levels during 2014.  The timing of such large project awards are variable period-over-period.  The Company views its backlog of unfilled orders, current order rates, current rig count levels and current and future expected oil and gas prices to be, in varying degrees, leading indicators of and factors in determining its estimates of future revenues, cash flows and profitability levels.  Information regarding actual 2014 and 2013 average rig count and commodity price levels and forward-looking twelve-month market-traded futures prices for crude oil and natural gas are shown in more detail under the captions “Market Conditions” above.  A more detailed discussion of orders and December 31 backlog levels by segment may be found under “Segment Results” for each period above.

The Company expects the recent drop in commodity prices and the weakening in activity levels to have a negative impact on its orders and revenues in 2015.  However, based on its current financial condition and existing backlog levels, the Company believes that it will be able to meet its short- and longer-term liquidity needs with existing cash, cash equivalents and short-term investments on hand, expected cash flow from future operating activities and amounts available for borrowing under its $835 million five-year multi-currency Revolving Credit Facility, which matures on June 6, 2016, and its three-year $750 million Revolving Credit Facility, described further in Note 11 of the Notes to Consolidated Condensed Financial Statements.  Up to $200 million of this new facility may be used for letters of credit.  At December 31, 2014, no amounts had been borrowed under the $835 million facility.  The Company had issued letters of credit totaling $69 million under the new $750 million Revolving Credit Facility, leaving $681 million available for future use.  The Company also believes, based on its existing current credit standing, that it will be able to continue to refinance existing debt upon maturity, if desired.

The Company has an authorized stock repurchase program whereby the Company 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.  The program, initiated in October 2011, has had a series of authorizations by the Board of Directors totaling approximately $3.8 billion since inception.  At December 31, 2014, the Company had remaining authority for future stock purchases totaling approximately $476 million.

Critical Accounting Policies

The Company believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of its consolidated financial statements. These policies and the other sections of the Company’s Management’s Discussion and Analysis of Results of Operations and Financial Condition have been reviewed with the Company’s Audit Committee of the Board of Directors.

Revenue Recognition — The Company generally recognizes revenue, net of sales taxes, related to products, services or rental arrangements once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or the customer has taken title and risk of loss or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For engineering, procurement and construction-type contracts, revenue is generally reported on the percentage-of-completion method of accounting. Progress is primarily measured by the completion of milestones; however, progress for specific types of subsea and drilling systems contracts, which differ from our other contracts, is measured by the ratio of actual costs incurred to date on the project in relation to total estimated project costs.  Both methods require the Company to make estimates regarding the total costs of the project, which impacts the amount of gross margin the Company recognizes in each reporting period. Under the percentage-of-completion method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in accounting for contracts. All known or anticipated losses on contracts are provided for in the period they become evident. Revenues and gross profit on contracts can be significantly affected by change orders that may be approved subsequent to completion of related work. If it is not probable that costs will be recovered through a change in contract price, the costs attributable to change orders are treated as contract costs without incremental revenue. If it is probable that costs will be recovered through a change order, the costs are treated as contract costs and contract revenue is recognized to the extent of the lesser of the amounts management expects to recover or the costs expected to be incurred.

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Factors that may affect future project costs and margins include the ability to properly execute the engineering and design phases consistent with our customers’ expectations, production efficiencies obtained, and the availability and costs of labor, materials and subcomponents.  These factors can significantly impact the accuracy of the Company’s estimates and can materially impact the Company’s future period earnings.  Approximately 31%, 31% and 26% of the Company's revenues for the years ended December 31, 2014, 2013 and 2012, respectively, were recognized under the percentage-of-completion method.

Goodwill and Intangible Assets — Cameron allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities, based on their estimated fair values.  The Company also typically allocates a portion of the purchase price to identifiable intangible assets, such as noncompete agreements, trademarks, trade names, patents, technology, customer relationships and backlog using various widely accepted valuation techniques such as discounted future cash flows and the relief-from-royalty and excess earnings methods.  Each of these methods involves level 3 unobservable market inputs.  Any remaining excess of cost over allocated fair values is recorded as goodwill.  On larger acquisitions, Cameron will typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets.  Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, royalty rates for use of assets, economic lives and the selection of a discount rate.

The Company reviews the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require that the Company estimate the fair value of each of its reporting units annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment of goodwill is required.  The estimated fair value of each reporting unit for the 2014, 2013 and 2012 evaluations was determined using discounted future expected cash flows (level 3 unobservable inputs) consistent with the accounting guidance for fair-value measurements. Certain estimates and judgments are required in the application of the fair value models, including, but not limited to, estimates of future cash flows and the selection of a discount rate.  At December 31, 2014, the Company’s reporting units for goodwill impairment evaluation purposes were the OneSubsea, Process Systems, Surface, Drilling, Valves and Measurement businesses. Prior to the fourth quarter of 2014, there were five reporting units within the V&M segment (now combined into two reporting units based on changes in management’s reporting structure during the fourth quarter of 2014).  Those reporting units included $311 million of goodwill.  The Company performed a goodwill impairment test before and after the change in V&M’s reporting units and concluded there was no impairment.

Generally, the Company conducts its goodwill impairment review during the first quarter of each annual period.  Due to the significant drop in commodity prices during the latter half of 2014 and the reorganization of the Company’s reporting structure, as described above, the Company made an additional evaluation of goodwill for impairment during the fourth quarter of 2014 based upon macro factors that existed at that point in time.  The fair value of our Process Systems reporting unit was estimated to be 10% to 15% higher than its carrying value as part of that evaluation.  The estimated fair value for Process Systems was based on forecasted timing and success in receiving new major project awards in 2015 and beyond, the pricing and profitability of those new awards and further improvements in revenue growth and profitability rates from those achieved historically.  Should our expectations prove to be incorrect due to (i) further declines in oil and gas prices and continued instability in the worldwide energy markets, (ii)  unanticipated delays occurring in project awards, including unplanned project cancellations, or, (iii) an increase in interest rates, our prior estimates of future earnings, cash flows and fair value of the Process Systems business would be negatively impacted, which could lead to an impairment of goodwill for that reporting unit, possibly even as early as our annual evaluation during the first quarter of 2015.  Goodwill associated with the Process Systems reporting unit at December 31, 2014 was approximately $571 million.

Intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  In such an event, the Company will determine the fair value of the asset using an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist.  If an impairment has occurred, the Company will recognize a loss for the difference between the carrying value and the estimated fair value of the intangible asset. Additional information relating to the Company’s goodwill and intangible assets may be found in Note 7 of the Notes to Consolidated Financial Statements.  Information relating to previous impairments of intangible assets may be found in Note 4 of the Notes to Consolidated Financial Statements.

38

Contingencies — The Company accrues for costs relating to litigation when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties, amounts specified by contract, amounts designated by legal statute or management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known.  See Note 20 of the Notes to Consolidated Financial Statements.

Uncertain Tax Positions — The Company accounts for uncertainties in its income tax positions in accordance with income tax accounting rules.  Rulings from tax authorities on the validity and amounts allowed for uncertain tax positions taken in current and previous income tax filings could impact the Company’s estimate of the value of its uncertain tax positions in those filings.  Changes in the Company’s estimates are recognized as an increase or decrease in income tax expense in the period determined.  See Note 13 of the Notes to Consolidated Financial Statements for further information.

Pension and Postretirement Benefits Accounting — The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its Consolidated Balance Sheets. The measurement date for all of the Company’s plans was December 31, 2014.  As described more fully in Note 9 of the Notes to Consolidated Financial Statements, the assumptions used in calculating the pension amounts recognized in the Company’s consolidated financial statements include discount rates, interest costs, expected return on plan assets, retirement and mortality rates, inflation rates, salary growth and other factors. The Company based the discount rate assumptions of its defined benefit pension plans on the average yields at December 31, 2014 of hypothetical high-quality bond portfolios (rated AA- or better) with maturities that approximately matched the estimated cash flow needs of the plans.  The Company’s inflation assumptions were based on an evaluation of external market indicators. The expected rates of return on plan assets were based on historical experience and estimated future investment returns taking into consideration anticipated asset allocations, investment strategy and the views of various investment professionals.  During 2014, plan assets increased in value by approximately $23 million.  The difference between this actual return and an estimated growth in the value of those assets of $27 million will be deferred in accumulated other elements of comprehensive income and amortized as an increase to expense over the remaining service life of the plan participants. Retirement and mortality rates were based primarily on actuarial tables that were expected to best approximate actual plan experience. In accordance with the accounting requirements for retirement plans, actual results that differ from pension and postretirement benefit plan assumptions are recorded in accumulated other elements of comprehensive income as a net actuarial gain or loss and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods. At December 31, 2014, the Company had a net after-tax accumulated actuarial loss, totaling $104 million, that will be amortized as an increase in future pension expense.  While the Company believes the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense.

The following table illustrates the sensitivity to a change in certain assumptions used in (i) the calculation of pension expense for the year ending December 31, 2015 and (ii) the calculation of the projected benefit obligation (PBO) at December 31, 2014 for the Company’s most significant pension plan, the United Kingdom pension plan:

(dollars in millions)	Increase (decrease) in 2015 pre-tax pension expense			Increase (decrease) in PBO at December 31, 2014
Change in Assumption:
25 basis point decrease in discount rate	$	(1	)	$	15
25 basis point increase in discount rate	$	(4	)	$	(14	)
25 basis point decrease in expected return on assets	$	(1	)	$	–
25 basis point increase in expected return on assets	$	(3	)	$	–

39

Forward-looking Statement Disclaimer

In addition to the historical data contained herein, this Annual Report, including the information set forth in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report, may include forward-looking statements regarding future market strength, customer spending and order levels, revenues and earnings of the Company, as well as expectations regarding equipment deliveries, margins, profitability, the ability to control and reduce raw material, overhead and operating costs, cash generated from operations, capital expenditures and the use of existing cash balances and future anticipated cash flows made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from those described in any forward-looking statements. Any such statements are based on current expectations of the Company’s performance and are subject to a variety of factors, some of which are not under the control of the Company, but which can affect the Company’s results of operations, liquidity or financial condition. Such factors may include overall demand for, and pricing of, the Company’s products; the size and timing of orders; the Company’s ability to successfully execute large subsea and drilling projects it has been awarded; the possibility of cancellations of orders in backlog; the Company’s ability to convert backlog into revenues on a timely and profitable basis; warranty and product liability claims; the impact of acquisitions the Company has made or may make; the potential impairment of goodwill related to such acquisitions; changes in the price of (and demand for) oil and gas in both domestic and international markets; raw material costs and availability; political and social issues affecting the countries in which the Company does business; fluctuations in currency markets worldwide; and variations in global economic activity. In particular, current and projected oil and gas prices historically have generally directly affected customers’ spending levels and their related purchases of the Company’s products and services. As a result, changes in oil and gas price expectations may impact the demand for the Company’s products and services and the Company’s financial results. See additional factors discussed in “Factors That May Affect Financial Condition and Future Results” contained herein.

Because the information herein is based solely on data currently available, it is subject to change as a result of, among other things, changes in conditions over which the Company has no control or influence, and should not therefore be viewed as assurance regarding the Company’s future performance. Additionally, the Company is not obligated to make public disclosure of such changes unless required under applicable disclosure rules and regulations.

Estimates in Financial Statements

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, estimates of total contract profit or loss on certain long-term production contracts, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, contingencies (including tax contingencies, estimated liabilities for litigation exposures and liquidated damages), estimated warranty costs, estimates related to pension accounting, estimates used to determine fair values in purchase accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill for impairment and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets. Actual results could differ materially from these estimates. The Company bases its estimates on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

40

Contractual Obligations and Other Commercial Commitments

The following summarizes the Company’s significant cash contractual obligations and other commercial commitments for the next five years as of December 31, 2014.

(dollars in millions)			Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1 – 3 Years		4 – 5 Years		After 5 Years
Debt, including interest payments (a)	$	4,728	$	373	$	763	$	655	$	2,937
Capital lease obligations (b)		120		17		27		14		62
Operating leases		742		102		168		122		350
Purchase obligations (c)		1,778		1,743		33		2		−
Minimum required contributions to funded defined benefit pension plans (d)		12		12		−		−		−
Benefit payments expected for unfunded pension and postretirement benefit plans (U.S. only)		11		2		3		2		4
Liabilities for uncertain tax benefits (e)		96		96		−		−		−
Total contractual cash obligations	$	7,487	$	2,345	$	994	$	795	$	3,353

(a) For purposes of this table, the outstanding commercial paper of $201 million at December 31, 2014 is assumed to be retired upon maturity in 2015.  However, the Company could choose to refinance this amount, or any amount up to $500 million, to avoid repayment during the next five years or beyond under certain conditions.  See Note 11 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.

(b) Payments shown include interest.

(c) Represents outstanding purchase orders entered into in the ordinary course of business.

(d) The Company does not estimate its future minimum required contributions beyond one year.

(e) The balance shown represents the current portion of the Company’s liability for uncertain tax benefits at December 31, 2014. The remaining noncurrent balance totaling $1 million has been excluded from the table as the Company cannot reasonably estimate the timing of the associated future cash outflows.

(dollars in millions)	Amount of Commitment Expiration by Period
Other Unrecorded Commercial Commitments and Off-Balance Sheet Arrangements	Total Commitment		Less Than 1 Year		1 - 3 Years		4 – 5 Years		After 5 Years
Committed lines of credit available as of year-end	$	1,740	$	136	$	1,604	$	–	$	−
Standby letters of credit and bank guarantees		1,108		457		392		240		19
Financial letters of credit		45		13		–		32		–
Insurance bonds		28		28		–		–		–
Other financial guarantees		7		1		–		–		6
Total commercial commitments	$	2,928	$	635	$	1,996	$	272	$	25

The Company secures certain contractual obligations under various agreements with its customers or other parties through the issuance of letters of credit or bank guarantees. The Company has various agreements with financial institutions to issue such instruments. At December 31, 2014, the Company had $1.1 billion of letters of credit and bank guarantees outstanding in connection with the delivery, installation and performance of the Company’s products. Additional letters of credit and guarantees are outstanding at December 31, 2014 in connection with certain financial obligations of the Company. Should these facilities become unavailable to the Company, the Company’s operations and liquidity could be negatively impacted. Circumstances which could result in the withdrawal of such facilities include, but are not limited to, deteriorating financial performance of the Company (which could be caused by operating issues within the Company or weakness in the overall energy markets), deteriorating financial condition of the financial institutions providing such facilities, overall constriction in the credit markets, catastrophic accidents in the energy industry which could cause a contraction in the level of credit extended to the industry, or rating downgrades of the Company.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is currently exposed to market risk from changes in foreign currency rates and changes in interest rates. A discussion of the Company’s market risk exposure in financial instruments follows.

Foreign Currency Exchange Rates

A large portion of the Company’s operations consist of manufacturing and sales activities in foreign jurisdictions, principally in Europe, Canada, West Africa, the Middle East, Latin America, China and other countries in the Pacific Rim. As a result, the Company’s financial performance may be affected by changes in foreign currency exchange rates in these markets. Overall, for those locations where the Company is a net receiver of local non-U.S. dollar currencies, Cameron generally benefits from a weaker U.S. dollar with respect to those currencies. Alternatively, for those locations where the Company is a net payer of local non-U.S. dollar currencies, a weaker U.S. dollar with respect to those currencies will generally have an adverse impact on the Company’s financial results. The impact on the Company’s financial results of gains or losses arising from foreign currency denominated transactions, if material, have been described under “Results of Operations” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for the periods shown.

In order to mitigate the effect of exchange rate changes, the Company will often structure sales contracts to provide for collections from customers in the currency in which the Company incurs its manufacturing costs. In certain instances, the Company will enter into foreign currency forward contracts to hedge specific large anticipated receipts or disbursements in currencies for which the Company does not traditionally have fully offsetting local currency expenditures or receipts. The Company was party to a number of long-term foreign currency forward contracts at December 31, 2014. The purpose of the majority of these contracts was to hedge large anticipated non-functional currency cash flows on major subsea, drilling, valve or other equipment contracts involving the Company’s United States operations and various wholly-owned international subsidiaries. Many of these contracts have been designated as and are accounted for as cash flow hedges, with changes in the fair value of those contracts recorded in accumulated other comprehensive income (loss) in the period such change occurs.  Certain other contracts, many of which are centrally managed, are intended to offset other foreign currency exposures but have not been designated as hedges for accounting purposes and, therefore, any change in the fair value of those contracts are reflected in earnings in the period such change occurs.  The Company expects to expand its use of such contracts in the future.

Capital Markets and Interest Rates

The Company is subject to interest rate risk on its variable-interest rate and commercial paper borrowings. Variable-rate debt, where the interest rate fluctuates periodically, exposes the Company’s cash flows to variability due to changes in market interest rates. Additionally, the fair value of the Company’s fixed-rate debt changes with changes in market interest rates.

The fair values of the 1.15% and 1.4% 3-year Senior Notes, the 3.6%, 3.7%, 4.0%, 4.5% and 6.375% 10-year Senior Notes and the 5.125%, 5.95% and 7.0% 30-year Senior Notes are principally dependent on prevailing interest rates.   The fair value of the commercial paper is expected to approximate its book value.

The Company has various other long-term debt instruments, but believes that the impact of changes in interest rates in the near term will not be material to these instruments.

The Company has performed a sensitivity analysis to determine how market interest rate changes might affect the fair value of its debt. This analysis is inherently limited because it represents a singular, hypothetical set of assumptions. Actual market movements may vary significantly from the assumptions. The effects of market movements may also directly or indirectly affect the Company’s assumptions and its rights and obligations not covered by the sensitivity analysis. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or the earnings effect from the assumed market rate movements.

An instantaneous one-percentage-point decrease in interest rates across all maturities and applicable yield curves would have increased the fair value of the Company’s fixed-rate debt positions by approximately $238 million at December 31, 2014 ($57 million at December 31, 2013), whereas a one-percentage-point increase in interest rates would have decreased the fair value of the Company’s fixed-rate debt by $206 million at December 31, 2014 ($100 million at December 31, 2013).  This analysis does not reflect the effect that increasing or decreasing interest rates would have on other items, such as new borrowings, nor the impact they would have on interest expense and cash payments for interest.

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Derivatives Activity

Total gross volume bought (sold) by notional currency and maturity date on open derivative contracts at December 31, 2014 was as follows:

	Notional Amount - Buy								Notional Amount - Sell
(in millions)	2015		2016		2017		Total		2015			2016			Total
Foreign exchange forward contracts -
Notional currency in:
Euro		200		14		–		214		(10	)		(1	)		(11	)
Malaysian ringgit		377		51		–		428		(29	)		–			(29	)
Norwegian krone		895		117		4		1,016		(96	)		(44	)		(140	)
Pound Sterling		110		5		–		115		(22	)		(1	)		(23	)
U.S. dollar		60		–		–		60		(635	)		(47	)		(682	)
Foreign exchange option contracts -
Notional currency in:
U.S. dollar		87		–		–		87		–			–			–

As described further in Note 19 of the Notes to Consolidated Financial Statements, the net fair value of the Company’s outstanding derivatives was a $99 million liability to the Company at December 31, 2014 ($19 million benefit at December 31, 2013).

Fair Value of Financial Instruments

The Company had approximately $1.5 billion of cash equivalents and $113 million of short-term investments at December 31, 2014.  Cash equivalents represent highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase.  Short-term investments have original maturities of more than three months but less than one year.  Certain of these investments are valued based upon quoted or estimated market prices which represent levels 1 and 2 market inputs.

The fair value of the Company’s foreign exchange forward contracts were based on quoted exchange rates for the respective currencies applicable to similar instruments (level 2 observable market inputs).

The Company’s international pension plans have assets available to fund future pension obligations totaling $455 million at December 31, 2014 ($432 million at December 31, 2013).  The majority of these assets are invested in debt and equity securities or mutual funds, which were valued based on quoted market prices for an individual asset (level 1 market inputs), or mutual fund unit values, which were based on the fair values of the individual securities that the fund had invested in (level 2 observable market inputs).  A certain portion of the assets were invested in insurance contracts, real estate and other investments, which were valued based on level 3 unobservable inputs (see Note 9 of the Notes to Consolidated Financial Statements for further information).

The values of these assets are subject to change, based generally on changes in market conditions involving foreign exchange rates, interest rates and debt and equity security investment pricing.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company maintains a system of internal controls that is designed to provide reasonable but not absolute assurance as to the reliable preparation of the consolidated financial statements. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of errors or fraud, if any, within Cameron have been detected.

The control environment of Cameron is the foundation for its system of internal controls over financial reporting and is embodied in the Company’s Standards of Conduct. It sets the tone of the Company’s organization and includes factors such as integrity and ethical values. The Company’s internal controls over financial reporting are supported by formal policies and procedures that are reviewed, modified and improved as changes occur in the Company’s business or as otherwise required by applicable rule-making bodies.

The Audit Committee of the Board of Directors, which is composed solely of outside directors, meets periodically with members of management, the internal audit department and the independent registered public accountants to review and discuss internal controls over financial reporting and accounting and financial reporting matters. The independent registered public accountants and the internal audit department report to the Audit Committee and accordingly have full and free access to the Audit Committee at any time.

Assessment of Internal Control Over Financial Reporting

Cameron’s management is responsible for establishing and maintaining adequate internal control (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) over financial reporting.

Management conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework). This evaluation included a review of the documentation surrounding the Company’s financial controls, an evaluation of the design effectiveness of these controls, testing of the operating effectiveness of these controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal controls over financial reporting – including the possibility of the circumvention or overriding of controls – based on management’s evaluation, management has concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2014, based on the framework established in “Internal Control – Integrated Framework” (1992 framework).  However, because of changes in conditions, it is important to note that internal control system effectiveness may vary over time.

Ernst & Young LLP, an independent registered public accounting firm that has audited the Company’s financial statements as of and for the three-year period ended December 31, 2014, has issued a report on their audit of management’s internal control over financial reporting, which is included herein.

/s/ Jack B. Moore

Jack B. Moore

Chief Executive Officer

Date:  February 20, 2015

/s/ Charles M. Sledge

Charles M. Sledge

Senior Vice President and Chief Financial Officer

Date:  February 20, 2015

44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Cameron International Corporation

We have audited the internal control over financial reporting of Cameron International Corporation (the Company) as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Cameron International Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2014 and 2013, and the related statements of consolidated results of operations, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2014 and our report dated February 20, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Houston, Texas

February 20, 2015

45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Cameron International Corporation

We have audited the accompanying consolidated balance sheets of Cameron International Corporation (the Company) as of December 31, 2014 and 2013, and the related statements of consolidated results of operations, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2014.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cameron International Corporation at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 20, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Houston, Texas

February 20, 2015

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Consolidated Results of Operations

	Year Ended December 31,
(dollars in millions, except per share data)	2014			2013			2012
Revenues	$	10,381		$	9,138		$	7,795
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		7,464			6,518			5,522
Selling and administrative expenses		1,287			1,275			1,070
Depreciation and amortization		348			298			238
Interest, net		129			100			90
Other costs (see Note 4)		73			92			33
Total costs and expenses		9,301			8,283			6,953
Income from continuing operations before income taxes		1,080			855			842
Income tax provision		(258	)		(196	)		(157	)
Income from continuing operations		822			659			685
Income from discontinued operations, net of income taxes		26			65			66
Net income		848			724			751
Less:  Net income attributable to noncontrolling interests		37			25			–
Net income attributable to Cameron stockholders	$	811		$	699		$	751
Amounts attributable to Cameron stockholders:
Income from continuing operations	$	785		$	634		$	685
Income from discontinued operations		26			65			66
Net income attributable to Cameron stockholders	$	811		$	699		$	751
Earnings per share attributable to Cameron stockholders:
Basic -
Continuing operations	$	3.85		$	2.62		$	2.78
Discontinued operations		.13			.27			.27
Basic earnings per share	$	3.98		$	2.89		$	3.05
Diluted -
Continuing operations	$	3.83		$	2.60		$	2.76
Discontinued operations		.13			.27			.27
Diluted earnings per share	$	3.96		$	2.87		$	3.03

The Notes to Consolidated Financial Statements are an integral part of these statements.

47

Consolidated Comprehensive Income

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Net income	$	848		$	724		$	751
Foreign currency translation gain (loss)		(526	)		(70	)		75
Gain (loss) on derivatives recognized in other comprehensive income:
Pre-tax		(109	)		19			15
Tax effect		33			(5	)		(5	)
(Gain) loss on derivatives reclassified from accumulated other comprehensiveincome to:
Revenues		7			(2	)		6
Cost of sales		6			(5	)		4
Tax effect		(5	)		2			(3	)
Actuarial gains (losses) recognized in other comprehensive income:
Pre-tax		(43	)		25			(43	)
Tax effect		8			(12	)		9
Curtailment and settlement (gains) losses recognized:
Pre-tax		(11	)		–			–
Tax effect		3			–			–
Amortization to selling and administrative expenses of:
Prior service credits		(2	)		(3	)		(1	)
Net actuarial losses		6			7			5
Tax effect		(1	)		–			(1	)
Comprehensive income		214			680			812
Comprehensive income attributable to noncontrolling interest:
Net income		37			25			–
Foreign currency translation gain (loss)		(147	)		24			–
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		(24	)		7			–
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		4			(1	)		–
Actuarial (gains) loss recognized in other comprehensive income, net of tax		(4	)		(26	)		–
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax		(5	)		–			–
Amortization to selling and administrative expenses, net of tax		2			2			–
Comprehensive income (loss) attributable to noncontrolling interest		(137	)		31			–
Comprehensive income attributable to Cameron	$	351		$	649		$	812

The Notes to Consolidated Financial Statements are an integral part of these statements.

48

Consolidated Balance Sheets

	December 31,
(dollars in millions, except shares and per share data)	2014			2013
Assets:
Cash and cash equivalents	$	1,513		$	1,813
Short-term investments		113			41
Receivables, net		2,389			2,719
Inventories, net		2,929			3,133
Other current assets		391			463
Assets of discontinued operations		217			−
Total current assets		7,552			8,169
Plant and equipment, net		1,964			2,037
Goodwill		2,461			2,925
Intangibles, net		728			904
Other assets		187			214
Total assets	$	12,892		$	14,249
Liabilities and stockholders’ equity:
Short-term debt	$	263		$	297
Accounts payable and accrued liabilities		3,748			3,883
Accrued income taxes		168			80
Liabilities of discontinued operations		90			−
Total current liabilities		4,269			4,260
Long-term debt		2,819			2,563
Deferred income taxes		193			277
Other long-term liabilities		167			233
Total liabilities		7,448			7,333
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $.01 per share, 400,000,000 shares authorized, 263,111,472 shares issued at December 31, 2014 and 2013		3			3
Preferred stock, par value $.01 per share, 10,000,000 shares authorized, no shares issued or outstanding		−			−
Capital in excess of par value		3,255			3,207
Retained earnings		5,631			4,820
Accumulated other elements of comprehensive income (loss)		(540	)		(80	)
Less: Treasury stock at cost, 68,139,027 shares at December 31, 2014 and 41,683,164 shares at December 31, 2013		(3,794	)		(2,098	)
Total Cameron stockholders’ equity		4,555			5,852
Noncontrolling interests		889			1,064
Total equity		5,444			6,916
Total liabilities and stockholders’ equity	$	12,892		$	14,249

The Notes to Consolidated Financial Statements are an integral part of these statements.

49

Consolidated Cash Flows

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Cash flows from operating activities:
Net income	$	848		$	724		$	751
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of Reciprocating Compression business		(95	)		–			–
Depreciation		296			246			212
Amortization		64			69			43
Non-cash stock compensation expense		54			54			44
Gain from remeasurement of prior interest in equity method investment		(8	)		–			–
Deferred income taxes and tax benefit of stock compensation plan transactions		(48	)		11			(85	)
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables		166			(470	)		(144	)
Inventories		(144	)		(367	)		(369	)
Accounts payable and accrued liabilities		(17	)		556			213
Other assets and liabilities, net		77			15			18
Net cash provided by operating activities		1,193			838			683
Cash flows from investing activities:
Proceeds from sales and maturities of short-term investments		65			1,559			1,032
Purchases of short-term investments		(137	)		(1,082	)		(1,126	)
Capital expenditures		(385	)		(520	)		(427	)
Net proceeds received from sale of Reciprocating Compression business		547			–			–
Other dispositions (acquisitions), net of cash acquired		(7	)		(11	)		(349	)
Proceeds received and cash acquired from formation of OneSubsea™, net of taxes paid of $80		–			523			–
Proceeds from sales of plant and equipment		13			13			27
Net cash provided by (used for) investing activities		96			482			(843	)
Cash flows from financing activities:
Issuance of senior debt		500			747			499
Debt issuance costs		(4	)		(6	)		(3	)
Early retirement of senior notes		(253	)		–			–
Short-term loan borrowings (repayments), net		(34	)		46			(42	)
Purchase of treasury stock		(1,747	)		(1,531	)		(21	)
Contributions from noncontrolling interest owners		–			62			–
Distributions to noncontrolling interest owners		(42	)		–			–
Purchases of noncontrolling ownership interests		–			(7	)		–
Proceeds from stock option exercises, net of tax payments from stock compensation plan transactions		40			31			12
Excess tax benefits from stock compensation plan transactions		6			9			11
Principal payments on capital leases		(20	)		(18	)		(11	)
Net cash provided by (used for) financing activities		(1,554	)		(667	)		445
Effect of translation on cash		(35	)		(26	)		2
Increase (decrease) in cash and cash equivalents		(300	)		627			287
Cash and cash equivalents, beginning of year		1,813			1,186			899
Cash and cash equivalents, end of year	$	1,513		$	1,813		$	1,186

The Notes to Consolidated Financial Statements are an integral part of these statements.

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Consolidated Changes in Stockholders’ Equity

	Cameron Stockholders
(dollars in millions)	Common Stock		Capital in Excess of Par value			Retained Earnings		Accumulated Other Elements of Comprehensive Income (Loss)			Treasury Stock			Non-controlling Interests			Total
Balance ― December 31, 2011	$	3	$	2,072		$	3,370	$	(91	)	$	(647	)	$	–		$	4,707
Net income		–		–			751		–			–			–			751
Other comprehensive income (loss)		–		–			–		61			–			–			61
Non-cash stock compensation expense		–		44			–		–			–			–			44
Purchase of treasury stock		–		–			–		–			(22	)		–			(22	)
Treasury stock issued under stock compensation plans		–		(34	)		–		–			47			–			13
Tax benefit of stock compensation plan transactions		–		12			–		–			–			–			12
Balance ― December 31, 2012		3		2,094			4,121		(30	)		(622	)		–			5,566
Formation of OneSubsea, net of tax effects of $90		–		1,083			–		–			–			927			2,010
Net income		–		–			699		–			–			25			724
Other comprehensive income (loss)		–		–			–		(50	)		–			6			(44	)
Non-cash stock compensation expense		–		54			–		–			–			–			54
Net change in treasury shares owned by participants in nonqualified deferred compensation plans		–		–			–		–			(2	)		–			(2	)
Purchase of treasury stock		–		–			–		–			(1,533	)		–			(1,533	)
Treasury stock issued under stock compensation plans		–		(28	)		–		–			59			–			31
Tax benefit of stock compensation plan transactions		–		10			–		–			–			–			10
Contributions from noncontrolling interest owners		–		–			–		–			–			75			75
Purchases of noncontrolling ownership interests		–		–			–		–			–			(7	)		(7	)
Other noncontrolling interests		–		–			–		–			–			38			38
Other		–		(6	)		–		–			–			–			(6	)
Balance ― December 31, 2013		3		3,207			4,820		(80	)		(2,098	)		1,064			6,916
Net income		–		–			811		–			–			37			848
Other comprehensive income (loss)		–		–			–		(460	)		–			(174	)		(634	)
Non-cash stock compensation expense		–		54			–		–			–			–			54
Purchase of treasury stock		–		–			–		–			(1,750	)		–			(1,750	)
Treasury stock issued under stock compensation plans		–		(12	)		–		–			54			–			42
Tax benefit of stock compensation plan transactions		–		6			–		–			–			–			6
Purchase of noncontrolling ownership interests		–		–			–		–			–			4			4
Distributions to noncontrolling interest owners		–		–			–		–			–			(42	)		(42	)
Balance ― December 31, 2014	$	3	$	3,255		$	5,631	$	(540	)	$	(3,794	)	$	889		$	5,444

The Notes to Consolidated Financial Statements are an integral part of these statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Major Accounting Policies

Company Operations — Cameron International Corporation (Cameron or the Company) provides flow equipment products, systems and services to worldwide oil, gas and process industries through four business segments, Subsea, Surface, Drilling and Valves & Measurement (V&M). Prior to the fourth quarter of 2014, the Company reported its business segments as being Drilling & Production Systems (DPS), which included the Subsea, Drilling and Surface businesses, V&M and Process and Compression Systems, which included the Reciprocating and Centrifugal Compression businesses, both of which are now reported as discontinued operations (See Note 2 of the Notes to Consolidated Financial Statements) and the Processing Systems business.  Additional information regarding each segment may be found in Note 16 of the Notes to Consolidated Financial Statements.

Principles of Consolidation — These consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Investments in affiliated companies are accounted for using the equity method when we are able to exert significant influence over the operations of the investee.

Estimates in Financial Statements — Preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, estimates of total contract profit or loss on certain long-term production contracts, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, contingencies (including tax contingencies, estimated liabilities for litigation exposures and liquidated damages), estimated warranty costs, estimates related to pension accounting, estimates used to determine fair values in purchase accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill for impairment and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets. Actual results could differ materially from these estimates.

Revenue Recognition — The Company generally recognizes revenue, net of sales taxes, related to products, services or rental arrangements once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or the customer has taken title and risk of loss or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For engineering, procurement and construction-type contracts, revenue is generally reported on the percentage-of-completion method of accounting. Progress is primarily measured by the completion of milestones; however, progress for specific types of subsea and drilling systems contracts, which differ from our other contracts, is measured by the ratio of actual costs incurred to date on the project in relation to total estimated project costs.  Both methods require the Company to make estimates regarding the total costs of the project, which impacts the amount of gross margin the Company recognizes in each reporting period. Under the percentage-of-completion method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in accounting for contracts. All known or anticipated losses on contracts are provided for in the period they become evident. Revenues and gross profit on contracts can be significantly affected by change orders that may be approved subsequent to completion of related work. If it is not probable that costs will be recovered through a change in contract price, the costs attributable to change orders are treated as contract costs without incremental revenue. If it is probable that costs will be recovered through a change order, the costs are treated as contract costs and contract revenue is recognized to the extent of the lesser of the amounts management expects to recover or the costs expected to be incurred.

Approximately 31%, 31% and 26% of the Company’s revenues for the years ended December 31, 2014, 2013 and 2012, respectively, were recognized under the percentage-of-completion method.

Shipping and Handling Costs — Shipping and handling costs are reflected in the caption entitled “Cost of sales (exclusive of depreciation and amortization shown separately below)” in the accompanying Consolidated Results of Operations statements.

Cash Equivalents and Short-Term Investments — Cash equivalents consist of highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase.  Short-term investments consist primarily of commercial paper, U.S. Treasury securities, U.S. non-governmental agency asset-backed securities and corporate debt obligations that have maturities of more than three months but less than one year.  All of our short-term investments are classified as available-for-sale and recorded at fair value, with unrealized holding gains and losses recorded as a component of accumulated other comprehensive income (loss).

52

Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses expected to result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience, the length of time an invoice has been outstanding, responses from customers relating to demands for payment and the current and projected financial condition of specific customers.

Inventories — Aggregate inventories are carried at the lower of cost or market. On the basis of current costs, 54% of inventories at December 31, 2014 and 49% at December 31, 2013 are carried on the last-in, first-out (LIFO) method. For these locations, the use of LIFO results in a better matching of costs and revenues. The remaining inventories, which are generally located outside the United States and Canada, are carried on the first-in, first-out (FIFO) method. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value.

Plant and Equipment — Property, plant and equipment, both owned and under capital lease, are carried at cost. Maintenance and repair costs are expensed as incurred. The cost of renewals, replacements and betterments is capitalized. The Company capitalizes software developed or obtained for internal use. Accordingly, the cost of third-party software, as well as the cost of third-party and internal personnel that are directly involved in application development activities, are capitalized during the application development phase of new software systems projects. Costs during the preliminary project stage and post-implementation stage of new software systems projects, including data conversion and training costs, are expensed as incurred. Depreciation and amortization is provided over the estimated useful lives of the related assets, or in the case of assets under capital leases, over the related lease term, if less, using the straight-line method. The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated Useful Lives
Buildings and leasehold improvements	10-40 years
Machinery, equipment and tooling	3-18 years
Office furniture, software and other	3-10 years

Goodwill and Intangible Assets — Cameron allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities, based on their estimated fair values.  The Company also typically allocates a portion of the purchase price to identifiable intangible assets, such as noncompete agreements, trademarks, trade names, patents, technology, customer relationships and backlog using various widely accepted valuation techniques such as discounted future cash flows and the relief-from-royalty and excess earnings methods.  Each of these methods involves level 3 unobservable market inputs.  Any remaining excess of cost over allocated fair values is recorded as goodwill.  On larger acquisitions, Cameron will typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets.  Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, royalty rates for use of assets, economic lives and the selection of a discount rate.

The Company reviews the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require that the Company estimate the fair value of each of its reporting units annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment of goodwill is required.  The estimated fair value of each reporting unit for the 2014, 2013 and 2012 evaluations was determined using discounted future expected cash flows (level 3 unobservable inputs) consistent with the accounting guidance for fair-value measurements. Certain estimates and judgments are required in the application of the fair value models, including, but not limited to, estimates of future cash flows and the selection of a discount rate.  At December 31, 2014, the Company’s reporting units for goodwill impairment evaluation purposes were the OneSubsea, Process Systems, Surface, Drilling, Valves and Measurement businesses. Prior to the fourth quarter of 2014, there were five reporting units within the V&M segment (now combined into two reporting units based on changes in management’s reporting structure during the fourth quarter of 2014).  Those reporting units included $311 million of goodwill.  The Company performed a goodwill impairment test before and after the change in V&M’s reporting units and concluded there was no impairment.

Generally, the Company conducts its goodwill impairment review during the first quarter of each annual period.  Due to the significant drop in commodity prices during the latter half of 2014 and the reorganization of the Company’s reporting structure, as described above, the Company made an additional evaluation of goodwill for impairment during the fourth quarter of 2014 based upon macro factors that existed at that point in time.  The fair value of our Process Systems reporting unit was estimated to be 10% to 15% higher than its carrying value as part of that evaluation.  The estimated fair value for Process Systems was based on forecasted timing and success in receiving new major project awards in 2015 and beyond, the pricing and profitability of those new awards and further improvements in revenue growth and profitability rates from those achieved historically.  Should our expectations prove to be incorrect due to (i) further declines in oil and gas prices and continued instability in the worldwide energy markets, (ii)  unanticipated delays occurring in project awards, including unplanned project cancellations, or, (iii) an increase in interest rates, our prior estimates of future earnings, cash flows and fair value of the Process Systems business would be negatively impacted, which could lead to an impairment of goodwill for that reporting unit, possibly even as early as our annual evaluation during the first quarter of 2015.  Goodwill associated with the Process Systems reporting unit at December 31, 2014 was approximately $571 million.

53

The Company’s intangible assets, excluding goodwill, represent purchased patents, trademarks, customer relationships and other identifiable intangible assets. The majority of intangible assets are amortized on a straight-line basis over the years expected to be benefited, generally ranging from 5 to 28 years. Such intangibles are tested for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. As many areas of the Company’s business rely on patents and proprietary technology, it has followed a policy of seeking patent protection both inside and outside the United States for products and methods that appear to have commercial significance. The costs of developing any intangibles internally, as well as costs of defending such intangibles, are expensed as incurred. No material impairment of intangible assets was required during the years ended December 31, 2014, 2013 or 2012, except as reflected in Note 4 of the Notes to Consolidated Financial Statements.

Long-Lived Assets — In accordance with accounting rules for the impairment or disposal of long-lived assets, such assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Assets are classified as held for sale when the Company has a plan, approved by the appropriate levels of management, for disposal of such assets and those assets are stated at the lower of carrying value or estimated fair value less estimated costs to sell.  No material impairment of long-lived assets was required during the years ended December 31, 2014, 2013 or 2012.

Product Warranty— Estimated warranty costs are accrued either at the time of sale based upon historical experience or, in some cases, when specific warranty problems are encountered. Adjustments to the recorded liability are made periodically to reflect actual experience.

Contingencies — The Company accrues for costs relating to litigation when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties, amounts specified by contract, amounts designated by legal statute or management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known.

Income Taxes— The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Income tax expense includes U.S. and foreign income taxes, including U.S. federal taxes on undistributed earnings of foreign subsidiaries to the extent such earnings are planned to be remitted. Taxes are not provided on the translation component of comprehensive income since the effect of translation is not considered to modify the amount of the earnings that are planned to be remitted.

A valuation allowance is provided to offset any net deferred tax asset, if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  Interest related to accruals for uncertain tax positions is reflected as a component of interest expense in the Consolidated Results of Operations statement. Penalties on a tax position taken by the Company are reflected as a component of income tax expense in the Consolidated Results of Operations statement. See Note 13 of the Notes to Consolidated Financial Statements for further discussion of the Company’s income taxes.

Environmental Remediation and Compliance — Environmental remediation and postremediation monitoring costs are accrued when such obligations become probable and reasonably estimable. Such future expenditures are not discounted to their present value.

54

Pension and Postretirement Benefits Accounting— The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its Consolidated Balance Sheets.  The measurement date for all of the Company’s plans was December 31, 2014.  See Note 9 of the Notes to Consolidated Financial Statements for further information.

Stock-Based Compensation— At December 31, 2014, the Company had grants outstanding under various stock-based employee compensation plans, which are described in further detail in Note 10 of the Notes to Consolidated Financial Statements. Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by accounting rules on stock compensation. Under this guidance, the fair value of stock option grants and restricted stock unit awards is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining employee service period.

Derivative Financial Instruments— The Company recognizes all derivative financial instruments as assets and liabilities on a gross basis and measures them at fair value.  Hedge accounting is only applied when the derivative is deemed highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other elements of comprehensive income (loss) until the underlying transactions are recognized in earnings, at which time any deferred hedging gains or losses are reclassified to earnings in the same income statement caption as impacted by the hedged item. Any ineffective portion of the change in the fair value of a derivative used as a cash flow hedge is recorded in earnings as incurred. The amounts recorded in earnings from ineffectiveness for the years ended December 31, 2014, 2013 and 2012 have not been material. The Company may at times also use forward or option contracts to hedge certain other foreign currency exposures. These contracts are not designated as hedges under the accounting guidance described above.  Therefore, the changes in fair value of these contracts are recognized in earnings as they occur and offset gains or losses on the related exposures.

Foreign Currency — For most subsidiaries and branches outside the U.S., the local currency is the functional currency.  The financial statements of these subsidiaries and branches are translated into U.S. dollars as follows: (i) assets and liabilities at year-end exchange rates; (ii) income and expenses at monthly average exchange rates or exchange rates in effect on the date of the transaction; and (iii) stockholders’ equity at historical exchange rates. For those subsidiaries where the local currency is the functional currency, the resulting translation adjustment is recorded as a component of accumulated other elements of comprehensive income (loss) in the accompanying Consolidated Balance Sheets.

For certain other subsidiaries and branches, operations are conducted primarily in currencies other than the local currencies, which are therefore the functional currency. Non-functional currency monetary assets and liabilities are remeasured at ending exchange rates. Revenue, expense and gain and loss accounts of these foreign subsidiaries and branches are remeasured at average exchange rates or exchange rates in effect on the date of the transaction. Non-functional currency non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are remeasured at historical rates.

Foreign currency gains and losses arising from monetary transactions denominated in a currency other than the functional currency of the entity involved are included in income. The effects of foreign currency transactions were a gain of $22 million for the year ended December 31, 2014, a gain of less than $1 million for the year ended December 31, 2013 and a loss of $12 million for the year ended December 31, 2012.

Reclassifications and Revisions — Certain prior year amounts have been reclassified to conform to the current year presentation.

Note 2: Discontinued Operations

Effective June 1, 2014, the Company completed the sale of its Reciprocating Compression business to General Electric for gross cash consideration of approximately $550 million, before transaction costs.

On August 18, 2014, the Company announced that it had entered into a definitive agreement to sell its Centrifugal Compression business to Ingersoll Rand for gross cash consideration of $850 million, subject to closing adjustments.  The sale was completed effective January 1, 2015.

55

The Company’s historical consolidated Results of Operations statement has been retrospectively revised to reflect the results of operations for both businesses as discontinued operations for all periods presented.  Summarized financial information relating to these businesses is shown below:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Revenues	$	428		$	701		$	707
Cost of sales (excluding depreciation and amortization)		(306	)		(498	)		(503	)
All other costs		(94	)		(105	)		(108	)
Gain on sale of the Reciprocating Compression business, before tax		95			–			–
Income before income taxes		123			98			96
Income tax provision		(97	)		(33	)		(30	)
Income from discontinued operations, net of income taxes	$	26		$	65		$	66

The gain on the sale of the Reciprocating Compression business was determined as follows (dollars in millions):

Sales price	$	550
Net assets sold		(442	)
Transaction and other costs associated with the sale		(13	)
Pre-tax gain		95
Tax provision(1)		(88	)
Gain on sale	$	7

^(1)– The tax provision associated with the gain on the sale of the Reciprocating Compression business was approximately $88 million, which was impacted by nondeductible goodwill of approximately $192 million included in the total net assets sold.

The net assets sold of the Reciprocating Compression business were as follows (dollars in millions):

Accounts receivable	$	79
Inventory		122
Goodwill		214
All other		27
Net assets sold	$	442

Assets and liabilities of the Centrifugal Compression business held for sale in the Company’s Consolidated Balance Sheet at December 31, 2014 were as follows:

(dollars in millions)	December 31, 2014
Receivables, net	$	37
Inventories, net		86
Other current assets		14
Plant and equipment, net		45
Goodwill		35
Assets of discontinued operations	$	217
Accounts payable, accrued and other current liabilities	$	89
Other long-term liabilities		1
Liabilities of discontinued operations	$	90

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Note 3: Acquisitions and OneSubsea

Douglas Chero — During the third quarter of 2013, the Company’s V&M segment acquired Douglas Chero, an Italian valve manufacturer, for approximately $20 million, net of cash acquired.  The acquisition was made to support the Company’s international growth strategy by expanding its downstream industrial valve offerings.  Douglas Chero’s results of operations have been included in the V&M segment since the date of acquisition.

OneSubsea — On June 30, 2013, Cameron and Schlumberger Limited completed the formation of OneSubsea, a venture established to manufacture and develop products, systems and services for the subsea oil and gas market.  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, which included an additional $3 million of cash.  As 60% owner, Cameron manages the venture and reflects a noncontrolling interest in its financial statements for Schlumberger’s 40% interest in the venture.

Under the purchase method of accounting, the assets and liabilities of the Schlumberger businesses contributed to OneSubsea were reflected at their estimated fair values at June 30, 2013.  The excess of the fair value of the businesses contributed by Schlumberger over the net tangible and identifiable intangible assets of those businesses was recorded as goodwill.  The OneSubsea goodwill, totaling approximately $1 billion, is not deductible for tax purposes.

Due to Cameron maintaining control of OneSubsea, the contribution of Cameron’s existing subsea business unit into the venture was recorded at historical cost and the issuance of a 40% interest in the venture to Schlumberger was reflected as an adjustment to Cameron’s paid in capital in accordance with accounting rules governing decreases in a parent’s ownership interest in a subsidiary without loss of control.  Accordingly, the direct income tax consequences were also reflected as an adjustment to paid in capital.  During the fourth quarter of 2013, the Company paid approximately $80 million in taxes associated with this transaction.

2012 Acquisitions — During the fourth quarter of 2012, the Company spent $40 million, net of cash acquired, on two acquisitions, CairnToul Well Equipment Services Limited and ICI Artificial Lift, Inc. both of which were made to enhance the product and service offerings of its Surface segment.

On June 6, 2012, the Company closed on its purchase of the drilling equipment business of TTS Energy Division (“TTS”) from TTS Group ASA, a Norwegian company, for a cash payment of $248 million, net of cash acquired, subject to certain post-closing adjustments.  TTS provides high performance drilling equipment, rig packages and rig solutions for both onshore and offshore rigs to the international energy industry and its financial results have been included in the Drilling segment since the date of acquisition.

During the first quarter of 2012, the Company acquired 100% of the outstanding stock of Elco Filtration and Testing, Inc. (“Elco”), for a total purchase price of $61 million, net of cash acquired.  Elco was purchased to strengthen the Company’s wellhead product and service offerings and has been included in the Surface segment since the date of acquisition.

Approximately $250 million of goodwill was recorded as a result of the 2012 acquisitions, nearly $28 million of which is deductible for tax purposes.

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Note 4: Other Costs

Other costs, net of credits, consisted of the following:

	Year Ended December 31,
(dollars in millions)	2014			2013		2012
Goodwill impairment	$	40		$	–	$	–
Litigation costs		11			3		2
Loss on disposal of non-core assets		10			–		–
Impairment of identifiable intangible assets		4			–		18
Costs for early retirement of debt		3			–		–
OneSubsea formation and other acquisition and integration costs		2			60		16
International pension curtailment and settlement costs (credits), net		(8	)		–		7
Gain from remeasurement of prior interest in equity method investment		(8	)		–		–
Mark-to-market impact on currency derivatives not designated as accounting  hedges		8			1		(16	)
Currency devaluation		–			10		–
Severance, restructuring and other costs		11			18		6
Total other costs	$	73		$	92	$	33

Goodwill totaling $40 million relating to the Company’s Process Systems and Equipment (PSE) reporting unit was considered to be fully impaired during the annual goodwill impairment review conducted during the first quarter of 2014.

Integration costs consist of costs incurred for the integration of the operations of certain newly acquired businesses with the existing operations of the Company, largely reflecting the costs associated with converting legacy systems to the Company’s SAP information systems.

Note 5: Receivables

Receivables consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Trade receivables	$	1,678		$	2,015
Costs and estimated earnings in excess of billings on uncompleted contracts		621			582
Other receivables		122			143
Allowance for doubtful accounts		(32	)		(21	)
Total receivables	$	2,389		$	2,719

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Note 6: Inventories

Inventories consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Raw materials	$	159		$	238
Work-in-process		827			894
Finished goods, including parts and subassemblies		2,150			2,208
Other		24			22
		3,160			3,362
Excess of current costs over LIFO costs		(86	)		(120	)
Allowance for obsolete and excess inventory		(145	)		(109	)
Total inventories	$	2,929		$	3,133

Note 7: Plant and Equipment, Goodwill and Intangibles

Plant and equipment consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Land and land improvements	$	130		$	132
Buildings		726			744
Machinery and equipment		1,682			1,662
Tooling, dies, patterns, etc.		179			208
Office furniture & equipment		212			210
Capitalized software		370			348
Assets under capital leases		120			107
Construction in progress		127			231
All other		34			28
		3,580			3,670
Accumulated depreciation		(1,616	)		(1,633	)
Total plant and equipment, net	$	1,964		$	2,037

Changes in goodwill during 2014 were as follows:

(dollars in millions)	Subsea			Surface			Drilling			Valves & Measurement			Discontinued Operations			Total
Balance at December 31, 2013	$	1,654		$	199		$	505		$	318		$	249		$	2,925
Discontinued operations		–			–			–			–			(249	)		(249	)
Impairment		–			(40	)		–			–			–			(40	)
Acquisitions		–			20			–			–			–			20
Adjustments to the purchase price allocation for prior year acquisitions		19			–			–			(1	)		–			18
Translation effect of currency changes and other		(197	)		(6	)		(4	)		(6	)		–			(213	)
Balance at December 31, 2014	$	1,476		$	173		$	501		$	311		$	–		$	2,461

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Intangibles consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Customer relationships	$	459		$	519
Patents and technology		382			426
Trademarks		68			69
Noncompete agreements, engineering drawings and other		80			103
		989			1,117
Accumulated amortization		(261	)		(213	)
Total intangibles, net	$	728		$	904

Amortization expense associated with the Company’s amortizable intangibles recorded as of December 31, 2014 is expected to approximate $45 million, $45 million, $44 million, $42 million, and $38 million for the years ending December 31, 2015, 2016, 2017, 2018 and 2019, respectively.

Note 8: Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	December 31,
(dollars in millions)	2014		2013
Trade accounts payable and accruals	$	1,084	$	1,184
Advances from customers		1,576		1,676
Other accruals		1,088		1,023
Total accounts payable and accrued liabilities	$	3,748	$	3,883

Note 9: Employee Benefit Plans

As of December 31, 2014, the Company sponsored separate defined benefit pension plans for employees of certain of its international subsidiaries, as well as several unfunded defined benefit arrangements for various other employee groups. The defined benefit pension plan covering employees in the United Kingdom was frozen to new entrants effective June 14, 1996.

Certain of the Company’s employees also participate in various employee welfare benefit plans, including medical, dental and prescriptions. Additionally, certain retirees based in the United States receive retiree medical, prescription and life insurance benefits. All of the welfare benefit plans, including those providing postretirement benefits, are unfunded.

During 2014, the Company communicated to employees and beneficiaries of three of its international retirement plans that it had elected to terminate the respective defined benefit plans and replace them with defined contribution plans. The final settlement payments will occur in early 2015. The Company recorded a net pre-tax curtailment gain of approximately $8 million (included in Other Costs – see Note 4 of the Notes to Consolidated Financial Statements) related to the termination of these plans.

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Total net benefit plan expense (income) associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

	Pension Benefits									Postretirement Benefits
(dollars in millions)	2014			2013			2012			2014			2013			2012
Service cost	$	18		$	10		$	3		$	−		$	−		$	−
Interest cost		20			17			15			−			−			−
Expected return on plan assets		(27	)		(21	)		(18	)		−			−			−
Amortization of prior service credits		(2	)		(2	)		–			(1	)		(1	)		(1	)
Amortization of losses (gains)		9			8			6			(1	)		(1	)		(1	)
Curtailment gain		(12	)		–			–			–			–			–
Settlement loss		4			–			4			–			–			–
Other		–			–			2			−			−			−
Total net benefit plan expense (income)	$	10		$	12		$	12		$	(2	)	$	(2	)	$	(2	)

Included in accumulated other elements of comprehensive income (loss) at December 31, 2014 and 2013 are the following amounts that have not yet been recognized in net periodic benefit plan cost, as well as the amounts that are expected to be recognized in net periodic benefit plan cost during the year ending December 31, 2015:

	December 31, 2014						December 31, 2013						Year Ending December 31, 2015
(dollars in millions)	Before Tax			After Tax			Before Tax			After Tax			Expected Amortization
Pension benefits:
Prior service credits	$	18		$	14		$	22		$	17		$	(2	)
Actuarial losses, net		(136	)		(109	)		(119	)		(94	)		10
Postretirement benefits:
Prior service credits		3			2			3			2			(1	)
Actuarial gains		8			5			9			6			(1	)
	$	(107	)	$	(88	)	$	(85	)	$	(69	)	$	6

The change in the projected benefit obligation associated with the Company’s defined benefit pension plans and the change in the accumulated benefit obligation associated with the Company’s postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2014			2013			2014			2013
Benefit obligation at beginning of year	$	489		$	387		$	11		$	13
Service cost		18			10			−			−
Interest cost		20			17			−			−
Plan participants’ contributions		1			1			−			−
Actuarial losses (gains)		78			12			(1	)		(1	)
Exchange rate changes		(52	)		5			−			−
Benefit payments		(14	)		(14	)		(1	)		(1	)
Plan amendments		−			(21	)		−			−
Acquisitions		−			67			−			–
Curtailments		(23	)		–			−			–
Settlements		(8	)		–			−			−
Other		–			25			−			−
Benefit obligation at end of year	$	509		$	489		$	9		$	11

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The total accumulated benefit obligation for the Company’s defined benefit pension plans was $469 million and $435 million at December 31, 2014 and 2013, respectively.

The change in the plan assets associated with the Company’s defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2014			2013			2014			2013
Fair value of plan assets at beginning of year	$	432		$	318		$	–		$	−
Actual return on plan assets		53			41			−			−
Company contributions		27			13			1			1
Plan participants’ contributions		1			1			−			−
Exchange rate changes		(40	)		6			−			−
Benefit payments		(14	)		(14	)		(1	)		(1	)
Acquisitions		–			46			–			–
Settlements		(8	)		–			–			–
Other		4			21			−			−
Fair value of plan assets at end of year	$	455		$	432		$	−		$	−

The status of the Company’s underfunded defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
	December 31,						December 31,
(dollars in millions)	2014			2013			2014			2013
Current	$	(1	)	$	(1	)	$	(1	)	$	(2	)
Non-current		(53	)		(55	)		(8	)		(9	)
Underfunded status at end of year	$	(54	)	$	(56	)	$	(9	)	$	(11	)

Actual asset investment allocations for the Company’s main defined benefit pension plan in the United Kingdom, which accounts for approximately 78% of total plan assets, were as follows:

	2014			2013			2012
U.K. plan:
Equity securities		55	%		60	%		54	%
Fixed income debt securities, cash and other		45	%		40	%		46	%

In each jurisdiction, the investment of plan assets is overseen by a plan asset committee whose members act as trustees of the plan and set investment policy. For the years ended December 31, 2014, 2013 and 2012, the investment strategy has been designed to approximate the performance of market indexes. The Company’s targeted allocation for the U.K. plan for 2015 and beyond is approximately 55% in equities, 40% in fixed income debt securities and 5% in real estate and other.

During 2014, the Company made contributions totaling approximately $27 million to the assets of its various defined benefit pension plans. Contributions to plan assets for 2015 are currently expected to approximate $12 million assuming no change in the current discount rate or expected investment earnings.

The assets of the Company’s pension plans are generally invested in debt and equity securities or mutual funds, which are valued based on quoted market prices for an individual asset (level 1 market inputs) or mutual fund unit values, which are based on the fair values of the individual securities that the fund has invested in (level 2 observable market inputs).  A certain portion of the assets are invested in insurance contracts, real estate and other investments, which are valued based on level 3 unobservable inputs.

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The fair values of the Company’s pension plan assets by asset category at December 31, 2014 and 2013 were as follows:

	Fair Value Based on Quoted Prices in Active  Markets for Identical Assets (Level 1)				Fair Value Based on Significant Other Observable Inputs (Level 2)				Fair Value Based on Significant Unobservable Inputs (Level 3)				Total
(dollars in millions)	2014		2013		2014		2013		2014		2013		2014		2013
Cash and cash equivalents	$	1	$	1	$	–	$	–	$	–	$	–	$	1	$	1
Equity securities:
U.S. equities		–		–		83		83		–		–		83		83
Non-U.S. equities		–		–		120		125		–		–		120		125
Bonds:
Non-U.S. government bonds		–		–		117		92		–		–		117		92
Non-U.S. corporate bonds		–		–		30		26		–		–		30		26
Alternative investments:
Insurance contracts		–		–		–		–		89		91		89		91
Real estate and other		–		–		–		–		15		14		15		14
Total assets	$	1	$	1	$	350	$	326	$	104	$	105	$	455	$	432

Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013
Balance at beginning of the year	$	105		$	28
Purchases/sales, net		10			7
Other plan additions		–			68
Actual return on plan assets		4			3
Currency impact		(15	)		(1	)
Balance at end of the year	$	104		$	105

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The weighted-average assumptions associated with the Company’s defined benefit pension and postretirement benefit plans were as follows:

	Pension Benefits						Postretirement Benefits
	2014			2013			2014			2013
Assumptions related to net benefit costs:
U.S. plans:
Discount rate		3.75	%		2.75	%		3.75	%		2.75	%
Measurement date	1/1/2014			1/1/2013			1/1/2014			1/1/2013
Foreign plans:
Discount rate		3.5-5.25	%		2.25-6.75	%		–			–
Expected return on plan assets		2.25-6.75	%		3.50-6.75	%		–			–
Rate of compensation increase		2.25-4.5	%		3.0-4.5	%		–			–
Measurement date	1/1/2014			1/1/2013				–			–
Assumptions related to end-of-period benefit obligations:
U.S. plans:
Discount rate		3.25	%		3.75	%		3.25	%		3.75	%
Health care cost trend rate		–			–			7.0	%		7.5	%
Measurement date	12/31/2014			12/31/2013			12/31/2014			12/31/2013
Foreign plans:
Discount rate		2.25-4.25	%		3.5-5.25	%		–			–
Rate of compensation increase		2.25-5.0	%		2.25-4.5	%		–			–
Measurement date	12/31/2014			12/31/2013				–			–

The Company’s discount rate assumptions for its U.S. postretirement benefits plan and its international defined benefit pension plans are based on the average yield of a hypothetical high quality bond portfolio with maturities that approximately match the estimated cash flow needs of the plans.

The assumptions for expected long-term rates of return on assets are based on historical experience and estimated future investment returns, taking into consideration anticipated asset allocations, investment strategies and the views of various investment professionals.

The rate of compensation increase assumption for international plans reflects local economic conditions and the Company’s compensation strategy in those locations.

The health care cost trend rate is assumed to decrease gradually from 7% to 5% by 2021 and remain at that level thereafter. A one-percentage-point increase or decrease in the assumed health care cost trend rate would not have a material impact on the service and interest cost components in 2014 or the postretirement benefit obligation as of December 31, 2014.

Amounts applicable to the Company’s pension plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets were as follows:

	Projected Benefit Obligation in Excess of Plan Assets				Accumulated Benefit Obligation in Excess of Plan Assets
	at December 31,				at December 31,
(dollars in millions)	2014		2013		2014		2013
Fair value of applicable plan assets	$	455	$	97	$	455	$	42
Projected benefit obligation of applicable plans	$	509	$	172		–		–
Accumulated benefit obligation of applicable plans		–		–	$	469	$	84

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Future expected benefit payments are as follows:

(dollars in millions)	Pension Benefits		Postretirement Benefits
Year ending December 31:
2015	$	68	$	1
2016	$	12	$	1
2017	$	12	$	1
2018	$	13	$	1
2019	$	14	$	1
2020 - 2024	$	74	$	3

The Company’s United States-based employees who are not covered by a bargaining unit and certain others are also eligible to participate in the Cameron International Corporation Retirement Savings Plan. Under this plan, employees’ savings deferrals are partially matched in cash and invested at the employees’ discretion. The Company provides nondiscretionary retirement contributions to the Retirement Savings Plan on behalf of each eligible employee equal to 3% of their defined pay.  Eligible employees vest in the 3% retirement contributions plus any earnings after completing three years of service.  In addition, the Company provides an immediately vested matching contribution of up to 100% of the first 6% of pay contributed by each eligible employee.  Employees may contribute amounts in excess of 6% of their pay to the Retirement Savings Plan, subject to certain United States Internal Revenue Service limitations. The Company’s expense for the matching and retirement contribution for the years ended December 31, 2014, 2013 and 2012 amounted to $77 million, $77 million and $70 million, respectively. In addition, the Company provides savings or other benefit plans for employees under collective bargaining agreements and, in the case of certain international employees, as required by government mandate, which provide for, among other things, Company funding in cash based on specified formulas. Expense with respect to these various defined contribution and government-mandated plans for the years ended December 31, 2014, 2013 and 2012 amounted to $73 million, $83 million and $60 million, respectively.

Note 10: Stock-Based Compensation Plans

The Company has grants outstanding under various equity compensation plans, only one of which, the Equity Incentive Plan (EQIP), is currently available for future grants of equity compensation awards to employees and non-employee directors. Options granted under the Company’s equity compensation plans had an exercise price equal to the market value of the underlying common stock on the date of grant and all terms were fixed.

Stock-based compensation expense recognized was as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
Outstanding restricted and deferred stock units and awards	$	44	$	40	$	32
Unvested outstanding stock options		10		14		12
Total stock-based compensation expense	$	54	$	54	$	44

The total income statement tax benefit recognized from stock-based compensation arrangements during the years ended December 31, 2014, 2013 and 2012  totaled approximately $20 million, $20 million and $17 million, respectively.

Stock options

Options with terms of seven or ten years have been granted to officers and other key employees of the Company under the EQIP plan at a fixed exercise price equal to the fair value of the Company’s common stock on the date of grant. The options generally vest in one-third increments each year on the anniversary date following the date of grant, based on continued employment.

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A summary of option activity under the Company’s stock compensation plans as of and for the year ended December 31, 2014 is presented below:

Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (dollars in millions)
Outstanding at January 1, 2014		4,197,093		$	47.92
Granted		782,779			57.71
Exercised		(1,064,138	)		40.48
Forfeited		(3,246	)		64.97
Outstanding at December 31, 2014		3,912,488		$	51.89		6.27		$	13
Vested at December 31, 2014 or expected to vest in the future		3,899,272		$	51.86		6.26		$	13
Exercisable at December 31, 2014		2,471,452		$	47.32		4.63		$	13

	At December 31, 2014
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	14
Weighted-average remaining expense recognition period (in years)		1.95

The fair values per share of option grants for the years ended December 31, 2014, 2013 and 2012 were estimated using the Black-Scholes-Merton option pricing formula with the following weighted-average assumptions:

	Year Ended December 31,
	2014			2013			2012
Expected life (in years)		3.3			3.2			3.2
Risk-free interest rate		0.86	%		0.67	%		0.37	%
Volatility		33.8	%		34.3	%		39.4	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

The Company determined the assumptions involving the expected life of its options and volatility rates based primarily on historical data and consideration of expectations for the future.

The above assumptions and market prices of the Company’s common stock at the date of option exercises resulted in the following values:

	Year Ended December 31,
	2014		2013		2012
Grant-date fair value per option	$	14.51	$	16.19	$	15.68
Intrinsic value of options exercised (dollars in millions)	$	26	$	31	$	34
Average intrinsic value per share of options exercised	$	24.17	$	26.30	$	23.39

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Restricted and deferred stock units and awards

Grants of restricted stock units are made to officers and other key employees. The restricted stock units granted generally provide for vesting in one-third increments each year or three-year 100% cliff vesting on the third anniversary of the date of grant, based on continued employment.

Non-employee directors are entitled to receive an annual number of deferred stock units equal to a value of $250,000 determined on the day following the Company’s annual meeting of stockholders or, if a director’s election to the Board occurs between annual meetings of stockholders, the initial grant of deferred stock units is based on a pro-rata portion of the annual grant amount equal to the remaining number of months in the board year until the next annual meeting of stockholders.  These units, which have no exercise price and no expiration date, vest in one-fourth increments quarterly over the following year but cannot be converted into common stock until the earlier of termination of Board service or three years, although Board members have the ability to voluntarily defer conversion for a longer period of time.

A summary of restricted and deferred stock unit award activity under the Company’s stock compensation plans as of and for the year ended December 31, 2014 is presented below:

Restricted and Deferred Stock Units	Number			Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2014		1,658,357		$	28.22
Granted		826,329			59.63
Vested		(563,179	)		59.82
Forfeited		(72,825	)		57.22
Nonvested at December 31, 2014		1,848,682		$	31.89

	At December 31, 2014
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	46
Weighted-average remaining expense recognition period (in years)		1.60

Information on restricted and deferred stock units granted and vesting during the three years ended December 31, 2014 follows:

	Year Ended December 31,
	2014		2013		2012
Number of units granted with performance conditions		174,697		185,992		211,244
Intrinsic value of units vesting (dollars in millions)	$	34	$	46	$	38
Total number of units granted		826,329		838,207		674,578
Weighted average grant date fair value per unit	$	59.63	$	57.95	$	50.44

The fair value of restricted and deferred stock units is determined based on the closing trading price of the Company’s common stock on the grant date.

At December 31, 2014, 11,685,001 shares were reserved for future grants of options, deferred stock units, restricted stock units and other awards. The Company may issue either treasury shares or newly issued shares of its common stock in satisfaction of these awards.

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Note 11: Debt

The Company’s debt obligations were as follows:

	December 31,
(dollars in millions)	2014			2013
Commercial paper (0.49% weighted average rate)	$	201		$	–
Senior notes:
Floating rate notes due June 2, 2014		–			250
1.6% notes due April 30, 2015		–			250
1.15% notes due December 15, 2016		250			250
1.4% notes due June 15, 2017		250			–
6.375% notes due July 15, 2018		450			450
4.5% notes due June 1, 2021		250			250
3.6% notes due April 30, 2022		250			250
4.0% notes due December 15, 2023		250			250
3.7% notes due June 15, 2024		250			–
7.0% notes due July 15, 2038		300			300
5.95% notes due June 1, 2041		250			250
5.125% notes due December 15, 2043		250			250
Unamortized original issue discount		(7	)		(7	)
Other debt		67			57
Obligations under capital leases		71			60
		3,082			2,860
Current maturities		(263	)		(297	)
Long-term maturities	$	2,819		$	2,563

Senior Notes

On June 20, 2014, the Company completed the public offering of $500 million in aggregate principal amount of senior unsecured notes as follows:

• $250 million principal amount of 1.4% Senior Notes due June 15, 2017, sold at an offering price of 99.951%, and

• $250 million principal amount of 3.7% Senior Notes due June 15, 2024, sold at an offering price of 99.769%.

Interest on the notes is payable semiannually on June 15 and December 15 of each year, and began on December 15, 2014.  The notes may be redeemed in whole or in part by the Company prior to maturity, as provided for in the terms of each note, for an amount equal to the principal amount of the notes redeemed plus a specified make-whole premium.  All of the Company’s senior notes rank equally with the Company’s other existing unsecured and unsubordinated debt.

Utilizing proceeds from these notes, on July 21, 2014, the Company paid approximately $253 million, which included a make-whole premium plus accrued interest, to redeem early its $250 million principal amount of 1.6% Senior Notes.

During the first quarter of 2014, the Company’s Board of Directors authorized the establishment of a $500 million commercial paper program.  This program allows for issuances of commercial paper with maturities of up to 364 days to be used for general corporate purposes.  The average term of the outstanding commercial paper at December 31, 2014 was approximately 36 days.

Multicurrency Revolving Letter of Credit and Credit Facilities

The Company’s Credit Agreement dated April 14, 2008 (as amended and restated, the "Amended Credit Agreement") provides for a multi-currency borrowing capacity of $835 million and matures on June 6, 2016. Pursuant to the Amended Credit Agreement, Cameron may borrow funds at the London Interbank Offered Rate (LIBOR) plus a spread, which varies based on the Company’s current debt rating, and, if aggregate outstanding credit exposure exceeds one-half of the total facility amount, an additional fee will be incurred. At December 31, 2014, no amounts have been borrowed under the $835 million Amended Credit Agreement.

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On April 11, 2014, the Company entered into a new $750 million three-year multi-currency syndicated Revolving Credit Facility expiring April 11, 2017.   Up to $200 million of this new facility may be used for letters of credit and $92 million of letters of credit issued and outstanding under a previously existing $170 million bi-lateral facility were transferred to the new Revolving Credit Facility at close and concurrently the $170 million bi-lateral facility was amended to reduce its capacity to $40 million.  The new Revolving Credit Facility contains covenants and terms consistent with the Company’s existing $835 million five-year multi-currency Revolving Credit Facility, described above, and it serves as the primary backstop to the commercial paper program.  The Company has issued letters of credit totaling $69 million under the new $750 million Revolving Credit Facility and $3 million under the $40 million bi-lateral facility, leaving $681 million and $37 million, respectively, available for future use at December 31, 2014.

Other

Other debt, some of which is held by entities located in countries with high rates of inflation, has a weighted-average interest rate of 6.5% at December 31, 2014 (6.1% at December 31, 2013).

Future maturities of the Company’s debt (excluding the remaining amount of unamortized discount and capital leases) are approximately $249 million in 2015, $269 million in 2016, $250 million in 2017, $450 million in 2018 and $1.8 billion thereafter.

In addition to the above, the Company also has other unsecured and uncommitted credit facilities available to its foreign subsidiaries to fund ongoing operating activities. Certain of these facilities also include annual facility fees.

Information on interest expensed and paid during the three years ended December 31, 2014 was as follows:

	Year Ended December 31
(dollars in millions)	2014		2013		2012
Interest expensed	$	149	$	115	$	104
Interest paid	$	142	$	105	$	97

Note 12: Leases

The Company leases certain facilities, office space, vehicles, data processing and other equipment under capital and operating leases. Rental expenses for the years ended December 31, 2014, 2013 and 2012 were $115 million, $111 million and $86 million, respectively. Future minimum lease payments with respect to capital leases and operating leases with noncancelable terms in excess of one year were as follows:

	Capital			Operating
(dollars in millions)	Lease Payments			Lease Payments
Year ending December 31:
2015	$	17		$	103
2016		15			90
2017		12			78
2018		8			64
2019		6			57
Thereafter		62			350
Future minimum lease payments		120			742
Less: amount representing interest		(49	)		–
Lease obligations at December 31, 2014	$	71		$	742

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Note 13: Income Taxes

The components of income from continuing operations before income taxes were as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
U.S. operations	$	294	$	219	$	664
Foreign operations		786		636		178
Income from continuing operations before income taxes	$	1,080	$	855	$	842

The provisions for income taxes were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Current:
U.S. federal	$	70		$	–		$	97
U.S. state and local		4			11			7
Foreign		231			166			137
		305			177			241
Deferred:
U.S. federal		–			31			(37	)
U.S. state and local		(3	)		2			(2	)
Foreign		(44	)		(14	)		(45	)
		(47	)		19			(84	)
Income tax provision	$	258		$	196		$	157

The reasons for the differences between the provision for income taxes and income taxes using the U.S. federal income tax rate were as follows:

	Year Ended December 31,
	2014			2013			2012
U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
State and local income taxes		–			1.0			0.4
Foreign statutory rate differential		(10.7	)		(11.6	)		(10.2	)
Change in valuation allowance on deferred tax assets		3.4			(1.7	)		6.6
Nondeductible expenses		(0.1	)		1.1			0.9
Net U.S. tax on foreign source income		(2.9	)		(3.2	)		(12.2	)
All other		(0.8	)		2.3			(1.9	)
Total		23.9	%		22.9	%		18.6	%
Total income taxes paid (dollars in millions)	$	353		$	329		$	240

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Components of deferred tax assets (liabilities) were as follows:

	December 31,
(dollars in millions)	2014			2013
Deferred tax liabilities:
Plant and equipment	$	(190	)	$	(171	)
Intangible assets		(221	)		(251	)
Other		(9	)		(16	)
Total deferred tax liabilities		(420	)		(438	)
Deferred tax assets:
Inventory		48			20
Postretirement benefits other than pensions		3			12
Reserves and accruals		160			93
Net operating losses and tax credits		259			246
Pensions		38			16
Other		27			17
Total deferred tax assets		535			404
Valuation allowance		(79	)		(59	)
Net deferred tax assets (liabilities)	$	36		$	(93	)

Changes in the Company’s accruals for unrecognized tax benefits were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Balance at beginning of year	$	103		$	121		$	148
Decreases in estimates for tax positions taken prior to the current year		–			–			(11	)
Increases due to tax positions taken during the current year		6			3			–
Decreases relating to settlements with tax authorities		(10	)		(19	)		(10	)
Decreases resulting from the lapse of applicable statutes of limitation		–			–			(7	)
Net increases (decreases) due to translation and interest		(2	)		(2	)		1
Balance at end of year	$	97		$	103		$	121

The Company has a $97 million accrual for unrecognized tax benefits at December 31, 2014, for which the majority of the uncertainties surrounding the benefits are expected to be settled during the next twelve-month period as a result of the conclusion of various income tax audits or due to the expiration of the applicable statute of limitations. The Company is not currently aware of any material amounts included as unrecognized tax benefits at December 31, 2014 that, if recognized, would not impact the Company’s future effective income tax rate.

There were no material payments for interest or penalties for the years ended December 31, 2014, 2013 or 2012. Also, there were no material accruals for unpaid interest or penalties at December 31, 2014 or 2013.

The Company and its subsidiaries file income tax returns in the United States, various domestic states and localities and in many foreign jurisdictions. The earliest years’ tax returns filed by the Company that are still subject to examination by authorities in the major tax jurisdictions are as follows:

United States	United Kingdom	Canada	France	Germany	Norway	Singapore	Italy
2011	2012	2006	2012	2008	2010	2010	2008

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At December 31, 2014, the Company had net operating loss and credit carryforwards in numerous jurisdictions with various expiration periods, including certain jurisdictions which have no expiration period.  Changes in the Company’s valuation allowances against these net operating loss and credit carryforwards and other deferred tax assets were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Balance at beginning of year	$	59		$	84		$	30
Valuation allowances for unutilized net operating losses and excess foreign tax credits generated in the current year		25			11			36
Change in valuation allowances related to prior years		(2	)		(16	)		19
Write-off of valuation allowances and associated deferred tax assets for certain losses that have no possibility of being utilized		–			(19	)		–
Effect of translation		(3	)		(1	)		(1	)
Balance at end of year	$	79		$	59		$	84

The Company has considered all available evidence in assessing the need for the valuation allowance, including future taxable income, future foreign source income, and ongoing prudent and feasible tax planning strategies. In the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the net deferred tax assets would be charged to income in the period such determination was made.

Tax attribute carryforwards which are available for use on future income tax returns at December 31, 2014 are as follows:

(dollars in millions)	Domestic		Foreign		Expiration
Net operating losses - regular income tax	$	–	$	381	2018 - Indefinite
Net operating losses – state income tax	$	6	$	–		2018 – 2034
Foreign tax credits	$	93	$	–		2016 – 2024

The tax benefit that the Company receives with respect to certain stock compensation plan transactions is credited to capital in excess of par value and does not reduce income tax expense. This benefit amounted to $6 million, $10 million and $12 million in 2014, 2013 and 2012, respectively.

The Company considers all unremitted earnings of its foreign subsidiaries, except certain amounts primarily earned before 2003, certain amounts earned during 2009, certain amounts earned by NATCO, and amounts previously subjected to tax in the U.S., to be permanently reinvested. An estimate of the amounts considered permanently reinvested is $5.1 billion. It is not practical for the Company to compute the amount of additional U.S. tax that would be due on this amount. The Company has provided deferred income taxes on the earnings that the Company anticipates will be remitted.

The Company operates in jurisdictions, primarily Singapore and Malaysia, in which it has been granted tax holidays. The benefit of these holidays for 2014, 2013 and 2012 was approximately $11 million, $3 million and $2 million, respectively.

Note 14: Stockholders’ Equity

Common Stock

The Company’s Board of Directors has given management the authority to purchase approximately $3.8 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.  At December 31, 2014, the Company had remaining authority for future stock purchases totaling approximately $476 million.

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Changes in the number of shares of the Company’s outstanding stock for the last three years were as follows:

	Common Stock		Treasury Stock			Shares Outstanding
Balance - December 31, 2011		263,111,472		(17,579,397	)		245,532,075
Purchase of treasury stock		–		(412,800	)		(412,800	)
Stock issued under stock compensation plans		–		1,576,861			1,576,861
Balance - December 31, 2012		263,111,472		(16,415,336	)		246,696,136
Purchase of treasury stock		–		(26,955,623	)		(26,955,623	)
Stock issued under stock compensation plans		–		1,687,795			1,687,795
Balance - December 31, 2013		263,111,472		(41,683,164	)		221,428,308
Purchase of treasury stock		–		(27,970,492	)		(27,970,492	)
Stock issued under stock compensation plans		–		1,514,629			1,514,629
Balance - December 31, 2014		263,111,472		(68,139,027	)		(194,972,445	)

At December 31, 2014, 17,447,056 shares of unissued common stock or treasury stock were reserved for future issuance relating to previous grants of options, deferred stock units, restricted stock units and other awards under various stock compensation plans that were still outstanding at December 31, 2014, and for future available grants under those plans.

Preferred Stock

The Company is authorized to issue up to 10 million shares of preferred stock, par value of $0.1 per share.  Shares of preferred stock may be issued in one or more series of classes, each of which series or class shall have such distinctive designation or title and terms as shall be fixed by the Board of Directors of the Company prior to issuance of any shares.

Retained Earnings

Delaware law, under which the Company is incorporated, provides that dividends may be declared by the Company’s Board of Directors from a current year’s earnings as well as from the total of capital in excess of par value plus the retained earnings, which amounted to approximately $8.9 billion at December 31, 2014.

In addition, dividends to be paid by OneSubsea to the venture partners require approval by the Board of Directors of OneSubsea.

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Note 15: Accumulated Other Elements of Comprehensive Income (Loss)

Accumulated other elements of comprehensive income (loss) comprised the following:

(dollars in millions)	Accumulated Foreign Currency Translation Gain (Loss)			Prior Service Credits and Net Actuarial Losses			Accumulated Gain (Loss) on Cash Flow Hedges			Total			Other Comprehensive Income
Balance at December 31, 2011	$	(29	)	$	(56	)	$	(6	)	$	(91	)
Foreign currency translation gain (loss)		75			–			–			75		$	75
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(33	)		–			(33	)		(33	)
Amortization of actuarial (gains) losses, net of tax		–			2			–			2			2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			10			10			10
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax								7			7			7
Balance at December 31, 2012		46			(87	)		11			(30	)	$	61
Foreign currency translation gain (loss)		(95	)		–			–			(95	)	$	(95	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			40			–			40			40
Amortization of actuarial (gains) losses, net of tax		–			2			–			2			2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			6			6			6
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			(3	)		(3	)		(3	)
Balance at December 31, 2013		(49	)		(45	)		14			(80	)	$	(50	)
Foreign currency translation gain (loss)		(379	)		–			–			(379	)	$	(379	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(31	)		–			(31	)		(31	)
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax		–			(3	)		–			(3	)		(3	)
Amortization of actuarial (gains) losses, net of tax		–			1			–			1			1
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			(52	)		(52	)		(52	)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			4			4			4
Balance of December 31, 2014	$	(428	)	$	(78	)	$	(34	)	$	(540	)	$	(460	)

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Note 16: Business Segments

The Company’s segment reporting changed in 2014 resulting in the business being organized into four segments – Subsea, Surface, Drilling and Valves & Measurement (V&M).  Historical information by segment for 2012 and 2013 has been retrospectively revised to conform to the 2014 presentation.

The Subsea segment includes the operations of OneSubsea, a business jointly owned by Cameron (60%) and Schlumberger (40%).  The Subsea segment delivers integrated solutions, products, systems and services to the subsea oil and gas market, including integrated subsea production systems involving wellheads, subsea trees, manifolds and flowline connectors, subsea processing systems for the enhanced recovery of hydrocarbons, control systems, connectors and services designed to maximize reservoir recovery and extend the life of each field.

The Surface segment provides onshore and offshore platform wellhead systems and processing solutions, including valves, chokes, actuators, Christmas trees and aftermarket services to oil and gas operators.  Rental equipment and artificial lift technologies are also provided, as well as products and services involving shale gas production.

One of the major services provided by the Surface segment is CAMSHALE™ Production Solutions, which specializes in shale gas production.  In this process, intense pressure from fracing fluid (usually a mixture of water and sand) is used to crack surrounding shale.  Once the fractures are made, the water is removed from the well bore and the sand is left behind to hold the fractures open.  Oil and natural gas then moves out of the fractures, into the well bore, and up to the surface.

The Drilling segment provides drilling equipment and aftermarket services to shipyards, drilling contractors, exploration & production operators and rental tool companies.  Products fall into two broad categories: pressure control equipment and rotary drilling equipment and are designed for either onshore or offshore applications.  Such products include drilling equipment packages, blowout preventers (BOPs), BOP control systems, connectors, riser systems, valve and choke manifold systems, topdrives, mud pumps, pipe handling equipment, rig designs and rig kits.

The V&M segment businesses serve portions of the upstream, midstream and downstream markets.  These businesses provide valves and measurement systems that are 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. Products include gate valves, butterfly valves, Orbit® brand rising stem ball valves, double block and bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services as well as measurement equipment products such as totalizers, turbine meters, flow computers, chart recorders, ultrasonic flow meters and sampling systems.

The Company’s primary customers are oil and gas majors, national oil companies, independent producers, engineering and construction companies, drilling contractors, rental companies, geothermal energy and independent power producers, pipeline operators, major chemical, petrochemical and refining companies, natural gas processing and transmission companies, compression leasing companies, durable goods manufacturers, utilities and air separation companies.

The Company markets its equipment through a worldwide network of sales and marketing employees supported by agents and distributors in selected international locations. Due to the extremely technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.

The Company expenses all research and product development and enhancement costs as incurred, or if incurred in connection with a product ordered by a customer, when the revenue associated with the product is recognized. For the years ended December 31, 2014, 2013 and 2012, research and product development expenditures, including amounts incurred on projects designed to enhance or add to its existing product offerings, totaled approximately $128 million, $83 million and $63 million, respectively. The Subsea segment accounted for 58%, 44% and 47% of each respective year’s total costs.

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Summary financial data by segment follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Revenues:
Subsea	$	3,067		$	2,813		$	2,061
Surface		2,411			2,077			1,859
Drilling		3,049			2,327			1,807
V&M		2,125			2,105			2,168
Elimination of intersegment revenues		(271	)		(184	)		(100	)
Consolidated revenues	$	10,381		$	9,138		$	7,795
Depreciation and amortization:
Subsea	$	113		$	85		$	57
Surface		126			106			85
Drilling		60			60			46
V&M		49			47			50
Consolidated depreciation and amortization	$	348		$	298		$	238
Segment operating income before interest and income taxes:
Subsea	$	207		$	152		$	72
Surface		427			367			315
Drilling		474			311			329
V&M		393			414			396
Elimination of intersegment earnings		(74	)		(35	)		(21	)
Segment operating income before interest and income taxes		1,427			1,209			1,091
Corporate items:
Corporate expenses		(145	)		(162	)		(126	)
Interest, net		(129	)		(100	)		(90	)
Other costs		(73	)		(92	)		(33	)
Consolidated income from continuing operations before income taxes	$	1,080		$	855		$	842
Capital expenditures:
Subsea	$	70		$	80		$	82
Surface		125			156			132
Drilling		38			111			97
V&M		49			58			30
Corporate		96			102			69
Discontinued operations		7			13			17
Consolidated capital expenditures	$	385		$	520		$	427
Total assets:
Subsea	$	5,571		$	5,897		$	3,364
Surface		2,756			2,705			2,307
Drilling		3,011			3,076			2,413
V&M		1,633			1,765			1,743
Corporate		581			844			1,376
Discontinued operations		217			616			615
Elimination of intersegment investments		(877	)		(654	)		(660	)
Consolidated total assets	$	12,892		$	14,249		$	11,158

For internal management reporting, and therefore in the above segment information, “Corporate items” include governance expenses associated with the Company’s corporate office, as well as all of the Company’s interest income, interest expense, certain litigation expense managed by the Company’s General Counsel, foreign currency gains and losses from certain derivative and intercompany lending activities managed by the Company’s centralized Treasury function, all of the Company’s pension settlement costs, asset impairment and restructuring expenses, acquisition-related costs and various other unusual or one-time costs that are not considered a component of segment operating income. Consolidated interest income and expense are treated as a corporate item because cash equivalents, short-term investments and debt, including location, type, currency, etc., are managed on a worldwide basis by the Corporate Treasury Department.

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Customer revenue by shipping location and long-lived assets by country were as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
Revenues:
United States	$	4,689	$	4,311	$	4,058
United Kingdom		964		822		612
Other foreign countries		4,728		4,005		3,125
Total revenues	$	10,381	$	9,138	$	7,795

	December 31,
(dollars in millions)	2014		2013		2012
Long-lived assets:
United States	$	2,367	$	2,670	$	2,532
United Kingdom		219		197		170
Other foreign countries		2,567		2,999		1,323
Total long-lived assets	$	5,153	$	5,866	$	4,025

Note 17: Earnings Per Share

The calculation of basic and diluted earnings per share for each period presented was as follows:

	Year Ended December 31,
(amounts in millions, except per share data)	2014		2013		2012
Net income attributable to Cameron	$	811	$	699	$	751
Average shares outstanding (basic)		204		242		246
Common stock equivalents		1		2		2
Shares utilized in diluted earnings per share calculation		205		244		248
Earnings per share attributable to Cameron stockholders:
Basic	$	3.98	$	2.89	$	3.05
Diluted	$	3.96	$	2.87	$	3.03

Note 18: Summary of Non-cash Operating, Investing and Financing Activities

The effect on net assets of non-cash operating, investing and financing activities was as follows:

(dollars in millions)	2014			2013		2012
Tax benefit of stock compensation plan transactions	$	6		$	10	$	12
Change in fair value of derivatives accounted for as cash flow hedges, net of tax	$	(76	)	$	14	$	10
Actuarial gain (loss), net, related to defined benefit pension and postretirement benefit plans	$	(35	)	$	13	$	(34	)

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Note 19: Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

Off-Balance Sheet Risk and Guarantees

At December 31, 2014, the Company was contingently liable with respect to approximately $1.1 billion of bank guarantees and standby letters of credit issued on its behalf by major domestic and international financial institutions in connection with the delivery, installation and performance of the Company’s products under contract with customers throughout the world. The Company was also liable to these financial institutions for financial letters of credit and other guarantees issued on its behalf totaling nearly $52 million, which provide security to third parties relating to the Company’s ability to meet specified financial obligations, including payment of leases, customs duties, insurance and other matters. Additionally, the Company was liable for approximately $28 million of insurance bonds at December 31, 2014 relating to the requirements in certain foreign jurisdictions where the Company does business that the Company hold insurance bonds rather than bank guarantees.

The Company’s other off-balance sheet risks were not material at December 31, 2014.

Concentrations of Credit Risk and Major Customers

Apart from its normal exposure to its customers, who are predominantly in the energy industry, the Company had no significant concentrations of credit risk at December 31, 2014. The Company typically does not require collateral for its customer trade receivables but does often obtain letters of credit from third-party banks as security for future payment on certain large product shipments.  Allowances for doubtful accounts are recorded for estimated losses that may result from the inability of customers to make required payments.  See Note 5 of the Notes to Consolidated Financial Statements for additional information.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, trade receivables, trade payables, derivative instruments and debt instruments. The book values of trade receivables, trade payables and floating-rate debt instruments are considered to be representative of their respective fair values.

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Following is a summary of the Company’s financial instruments which have been valued at fair value in the Company’s Consolidated Balance Sheets at December 31, 2014 and 2013:

	Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1)				Fair Value Based on Significant Other Observable Inputs (Level 2)					Total
(dollars in millions)	2014		2013		2014			2013		2014			2013
Cash and cash equivalents:
Cash	$	616	$	618	$	–		$	–	$	616		$	618
Money market funds		842		1,172		–			–		842			1,172
Commercial paper		–		–		13			4		13			4
U.S. treasury securities		5		–		–			–		5			–
U.S. corporate obligations		4		–		–			–		4			–
Non-U.S. bank and other obligations		33		19		–			–		33			19
Short-term investments:
Commercial paper		–		–		11			–		11			–
U.S. Treasury securities		51		41		–			–		51			41
U.S. corporate obligations		51		–		–			–		51			–
Non-qualified plan assets:
Money market funds		1		1		–			–		1			1
Domestic bond funds		3		3		–			–		3			3
Domestic equity funds		5		5		–			–		5			5
International equity funds		3		3		–			–		3			3
Blended equity funds		5		4		–			–		5			4
Common stock		2		2		–			–		2			2
Derivatives, net asset (liability):
Foreign currency contracts		–		–		(99	)		19		(99	)		19
Total financial instruments	$	1,621	$	1,868	$	(75	)	$	23	$	1,546		$	1,891

Fair values for financial instruments utilizing level 2 inputs were determined from information obtained from third-party pricing sources, broker quotes, calculations involving the use of market indices or mutual fund unit values determined based upon the valuation of the funds’ underlying assets.

At December 31, 2014, the fair value of the Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $2.9 billion as compared to the $2.7 billion face value of the debt recorded, net of original issue discounts, in the Company’s Consolidated Balance Sheet.  At December 31, 2013, the fair value of the Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $2.7 billion as compared to the $2.5 billion face value of the debt.

Derivative Contracts

In order to mitigate the effect of exchange rate changes, the Company will often attempt to structure sales contracts to provide for collections from customers in the currency in which the Company incurs its manufacturing costs. In certain instances, the Company will enter into foreign currency forward contracts to hedge specific large anticipated receipts or disbursements in currencies for which the Company does not have fully offsetting local currency expenditures or receipts. The Company was party to a number of long-term foreign currency forward contracts at December 31, 2014. The purpose of the majority of these contracts was to hedge large anticipated non-functional currency cash flows on major subsea, drilling, valve or other equipment contracts. Many of these contracts have been designated as and are accounted for as cash flow hedges with changes in the fair value of those contracts recorded in accumulated other elements of comprehensive income (loss) in the period such change occurs.  Certain other contracts, many of which are centrally managed, are intended to offset other foreign currency exposures but have not been designated as hedges for accounting purposes and, therefore, any change in the fair value of those contracts are reflected in earnings in the period such change occurs.  The Company determines the fair value of its outstanding foreign currency forward contracts based on quoted exchange rates for the respective currencies applicable to similar instruments.

79

Total gross volume bought (sold) by notional currency and maturity date on open foreign currency forward contracts at December 31, 2014 was as follows:

	Notional Amount - Buy								Notional Amount - Sell
(in millions)	2015		2016		2017		Total		2015			2016			Total
Foreign exchange forward contracts -
Notional currency in:
Euro		200		14		–		214		(10	)		(1	)		(11	)
Malaysian ringgit		377		51		–		428		(29	)		–			(29	)
Norwegian krone		895		117		4		1,016		(96	)		(44	)		(140	)
Pound Sterling		110		5		–		115		(22	)		(1	)		(23	)
U.S. dollar		60		–		–		60		(635	)		(47	)		(682	)
Foreign exchange option contracts -
Notional currency in:
U.S. dollar		87		–		–		87		–			–			–

While the Company and its counterparties have the right to offset gains and losses on different derivative contracts under certain circumstances, the Company’s policy is to record its derivative contracts on a gross basis.  The fair values of derivative financial instruments recorded in the Company’s Consolidated Balance Sheets were as follows:

	December 31,
	2014				2013
(dollars in millions)	Assets		Liabilities		Assets		Liabilities
Derivatives designated as hedges:
Foreign exchange contracts –
Current	$	8	$	83	$	28	$	10
Non-current		1		12		3		2
Total derivatives designated as hedges		9		95		31		12
Derivatives not designated as hedges:
Foreign exchange contracts –
Current		1		14		6		6
Non-current		–		–		–		–
Total derivatives not designated as hedges		1		14		6		6
Total derivatives	$	10	$	109	$	37	$	18

The after-tax loss on cash flow hedges included in accumulated other elements of comprehensive income and in noncontrolling interests totaled $47 million at December 31, 2014.  Approximately $38 million (after-tax) is expected to be recognized as a reduction in earnings in 2015.

80

The amount of pre-tax gain (loss) from the ineffective portion of derivatives designated as hedging instruments and from derivatives not designated as hedging instruments was:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Derivatives designated as hedging instruments:
Foreign currency contracts –
Cost of sales	$	(7	)	$	1		$	–
Derivatives not designated as hedging instruments:
Foreign currency contracts –
Cost of sales		(11	)		7			2
Other costs		(8	)		(1	)		16
Total pre-tax gain (loss)	$	(26	)	$	7		$	18

Note 20: Contingencies

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

Litigation

The Company has been and continues to be named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits. At December 31, 2014, the Company’s Consolidated Balance Sheet included a liability of approximately $17 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 million at December 31, 2014, 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, 2014 as no loss is currently considered probable.

Environmental Matters

The Company is currently identified as a potentially responsible party (PRP) for one site designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state law. The Osborne site is a landfill into which a predecessor of the Reciprocating Compression operation in Grove City, Pennsylvania deposited waste, where remediation was completed in 2011 and remaining costs relate to ongoing ground water monitoring. The Company is also a party with de minimis exposure at other CERCLA sites.

81

The Company is engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality ("TCEQ") at a former manufacturing location in Houston, Texas and had been engaged in one at a former manufacturing location in Missouri City, Texas.  With respect to the Missouri City site, the Company received a Certificate of Completion from the TCEQ on February 17, 2015.  With respect to the Houston site, in 2001, the Company discovered that contaminated underground water 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 continues to monitor the situation to determine whether additional remedial measures would be 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 noncurrent liability of approximately $7 million for these matters as of December 31, 2014.

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, 2014, the Company's Consolidated Balance Sheet included a noncurrent liability of nearly $3 million for these environmental matters.

Note 21: Recently Issued Accounting Pronouncements

In May 2014, the U.S. Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards (IFRS).

The core principle of Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09), is that a company will recognize revenue when it transfers promised goods and services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services.  Companies will need to:

· identify performance obligations in each contract,

· estimate the amount of variable consideration to include in the transaction price, and

· allocate the transaction price to each separate performance obligation.

ASU 2014-09 will be effective for Cameron no earlier than the first quarter of 2017.  The Company is beginning the process of evaluating the impact of the new standard on its business and addressing whether it will select either the full retrospective or the modified retrospective implementation method upon adoption in 2017.

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Note 22: Unaudited Quarterly Operating Results

Unaudited quarterly operating results were as follows:

	2014 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,			September 30,		December 31,
Revenues	$	2,329	$	2,570		$	2,678	$	2,804
Revenues less cost of sales (exclusive of depreciation andamortization)	$	639	$	720		$	763	$	795
Other costs (credits)	$	49	$	(6	)	$	19	$	11
Net income	$	115	$	233		$	238	$	262
Net income attributable to noncontrolling interests	$	4	$	12		$	13	$	8
Net income attributable to Cameron stockholders	$	111	$	221		$	225	$	254
Earnings per share attributable to Cameron stockholders:
Basic	$	0.51	$	1.08		$	1.12	$	1.30
Diluted	$	0.51	$	1.08		$	1.11	$	1.28

	2013 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,		September 30,		December 31,
Revenues	$	1,956	$	2,134	$	2,317	$	2,731
Revenues less cost of sales (exclusive of depreciation andamortization)	$	574	$	620	$	668	$	758
Other costs (credits)	$	31	$	36	$	14	$	11
Net income	$	149	$	140	$	192	$	243
Net income attributable to noncontrolling interests	$	–	$	–	$	3	$	22
Net income attributable to Cameron stockholders	$	149	$	140	$	189	$	221
Earnings per share attributable to Cameron stockholders:
Basic	$	0.60	$	0.57	$	0.78	$	0.96
Diluted	$	0.60	$	0.57	$	0.78	$	0.94

83

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 and 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) of the Securities Exchange Act of 1934, as of December 31, 2014.  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, 2014 to ensure that information required to be disclosed by the Company that it files or submits under the Exchange Act 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.

(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-K 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 of the Company’s independent registered public accounting firm regarding internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K under the caption “Report of Independent Registered Public Accounting Firm” and incorporated herein by reference.

(d) Changes in Internal Control over Financial Reporting – There were no changes made in the Company’s internal control over financial reporting during the fourth quarter of 2014 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) compliance, the Audit Committee, the Company’s Code of Business Ethics and Ethics for Directors, shareholder nominating procedures and background of the directors appearing under the captions “Section 16(a) Beneficial Ownership Reporting Compliance”, “Corporate Governance”, “Election of Directors”, and “Security Ownership of Management” in the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders is incorporated herein by reference.

The Registrant has adopted a Code of Conduct that applies to all employees, as well as a Code of Ethics for Management Personnel, including Senior Financial Officers and a Code of Ethics for Directors.  A copy of each of these policies is available on the Registrant’s Internet website at www.c-a-m.com and is available in print to any shareholder free of charge upon request. The Registrant intends to satisfy the disclosure requirements under Item 10 of Form 8-K regarding 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.

84

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.

ITEM 11. EXECUTIVE COMPENSATION

The information concerning "Executive Compensation" required by Item 11 shall be included in the Proxy Statement to be filed relating to our 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

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

The information concerning "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" required by Item 12 shall be included in our Proxy Statement to be filed relating to the 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

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

The information concerning the Company's "Policy on Related Person Transactions" and "Director Independence" required by Item 13 shall be included in our Proxy Statement to be filed relating to the 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information concerning "Principal Accounting Firm Fees" required by Item 14 shall be included in the Proxy Statement to be filed relating to our 2015 Annual Meeting 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:

85

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Cameron International Corporation

We have audited the consolidated financial statements of Cameron International Corporation (the Company) as of December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, and have issued our report thereon dated February 20, 2015 (included in Part II, Item 8 of 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 responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to 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 20, 2015

86

Schedule II - Valuation and Qualifying Accounts

(dollars in millions)

			Additions
FOR THE YEAR ENDED	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions (a)			Translation			Balance at end of period
DECEMBER 31, 2014:
Allowance for doubtful accounts	$	21	$	10	$	8		$	(5	)	$	(2	)	$	32
Allowance for obsolete and excess inventory	$	109	$	65	$	(3	)	$	(21	)	$	(5	)	$	145
DECEMBER 31, 2013:
Allowance for doubtful accounts	$	8	$	14	$	–		$	(1	)	$	–		$	21
Allowance for obsolete and excess inventory	$	89	$	28	$	4		$	(12	)	$	–		$	109
DECEMBER 31, 2012:
Allowance for doubtful accounts	$	10	$	1	$	–		$	(3	)	$	–		$	8
Allowance for obsolete and excess inventory	$	82	$	21	$	(2	)	$	(12	)	$	–		$	89

(a) Discontinued operations, 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.

87

EXHIBIT INDEX

Exhibit Number	Exhibit Index Description
3.1	Restated 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.
3.2	Bylaws 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.
3.3	Amendment 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.
4.1	Form of Indenture for senior debt securities filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 23, 2008 (File No. 333-151838) and incorporated herein by reference.
10.1*	Cameron International Corporation Retirement Savings Plan, as Amended and Restated, effective January 1, 2014.
10.2	Merger 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 to the Annual Report on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.3*	OneSubsea Retirement Savings Plan, as Amended and Restated effective January 1, 2015.
10.4	The Company's Deferred Compensation Plan for Non-Employee Directors, filed as Exhibit 10.41 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
10.5	The Amended and Restated Cameron International Corporation Nonqualified Deferred Compensation Plan, effective January 1, 2013 filed as Exhibit 10.18 to the Annual Report on Form 10-K for 2012 of the Company, and incorporated herein by reference.
10.6*	The 2011 Management Incentive Compensation Plan, as Amended and Restated October 16, 2014, of the Company.
10.7	Cameron 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.
10.8	Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company, and incorporated herein by reference.

88

Exhibit Number	Exhibit Index Description
10.9	Form of Change of Control Agreement, effective December 18, 2008, by and between the Company and John Bartos, Hal J. Goldie, William C. Lemmer, Joseph H. Mongrain, Jack B. Moore and Charles M. Sledge filed as Exhibit 10.17 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.10	Form of Change in Control Agreement, effective June 16, 2009, by and between the Company and Mr. H. Keith Jennings, filed as Exhibit 10.52 to the Annual Report 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 Steven P. Geiger, R. Scott Rowe, Gary M. Halverson, Owen Serjeant, Brent Baumann, Mark Cordell, Hunter Jones, and Stefan Radwanski, filed as Exhibit 10.11 to the Annual Report on Form 10-K for 2013 of the Company, and incorporated herein by reference.
10.12*	Form of Change in Control Agreement, effective July 1, 2014, by and between the Company and Dennis S. Baldwin and Douglas E. Meikle.
10.13*	Form of Change in Control Agreement, effective August 7, 2014, by and between the Company and Steven W. Roll.
10.14*	Form of Change in Control Agreement, effective December 9, 2014, by and between the Company and William S. Lamb.
10.15	Form 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 of the Company, and incorporated herein  by reference.
10.16	Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and C. Baker Cunningham, Sheldon R. Erikson, Michael E. Patrick 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.
10.17	Form of Indemnification Agreement, effective February 7, 2005, by and between the Company and Peter J. Fluor, filed as Exhibit 10.23 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.18	Form of Indemnification Agreement, effective July 1, 2008, by and between the Company and Douglas L. Foshee, filed as Exhibit 10.24 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.19	Form of Indemnification Agreement, effective June 12, 2009, by and between the Company and Jon Erik Reinhardsen, filed as Exhibit 10.28 to the Annual Report on Form 10-K for 2009 of the Company, and incorporated herein by reference.
10.20	Form of Indemnification Agreement, effective August 13, 2007, by and between the Company and William C. Lemmer and Joseph H. Mongrain, filed as Exhibit 10.50 to the Annual Report on Form 10-K for 2010 of the Company, and incorporated herein by reference.

89

Exhibit Number	Exhibit Index Description
10.21	Form of Indemnification Agreement, effective January 1, 2011, by and between the Company and John C. Bartos, Mark L. Carter, Gary Devlin, Brad Eastman, Kevin Fleming, Hal J. Goldie, Gary M. Halverson, Grace B. Holmes, H. Keith Jennings, Jack B. Moore, Owen Serjeant, Charles M. Sledge, Edward E. Will and Amber Wootton, filed as Exhibit 10.51 to the Annual Report on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.22	Form of Indemnification Agreement, effective October 18, 2011, by and between the Company and Rodolfo Landim, filed as Exhibit 10.47 to the Annual Report on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.23	Form 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 of the Company, and incorporated herein by reference.
10.24	Form of Indemnification Agreement, effective December 9, 2013, by and between the Company and H. Paulett Eberhart, filed as Exhibit 10.22 to the Annual Report on Form 10-K for 2013 of the Company, and incorporated herein by reference.
10.25	Consent and Third Amendment to Credit Agreement, dated as of June 28, 2013, among the Company and certain of its subsidiaries and the banks named therein and Citibank N.A., filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 2, 2013 of the Company, and incorporated herein by reference.
10.26	Consent and Fourth Amendment to Credit Agreement, dated as of April 14, 2008, among the Company and certain of its subsidiaries and the banks named therein and JPMorgan Chase Bank, N.A., as agent, filed as Exhibit 10.1 to the Current Report on Form 8-K dated April 14, 2008, of the Company, and incorporated herein by reference.
10.27	Credit Agreement, dated as of April 11, 2014, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.1 to the Current Report on Form 8-K dated April 11, 2014, of the Company, and incorporated herein by reference.
10.28	Form 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.
10.29	Form of Stock Option Agreement for stock option grants dated on or after April 1, 2009, filed as Exhibit 10.30 to the Annual Report on Form 10-K for 2009 of the Company, and incorporated herein by reference.
10.30	Form of Stock Option Agreement for stock option grants dated on or after October 20, 2010, filed as Exhibit 10.39 to the Annual Report on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.31	Form of Amendment dated October 20, 2010 to Stock Option Agreement, filed as Exhibit 10.49 to the Annual Report on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.32	Form of Stock Option Agreement for stock option grants dated on or after October 18, 2012, filed as Exhibit 10.46 to the Annual Report on Form 10-K for 2012 of the Company, and incorporated herein by reference.
10.33	Form of Stock Option Agreement for stock options granted on or after  October 17, 2013, filed as Exhibit 10.45 to the Annual Report on Form 10-K for 2013 of the Company, and incorporated herein by reference.

90

Exhibit Number	Exhibit Index Description
10.34*	Form of Stock Option Agreement for stock option grants dated on or after October 16, 2014.
10.35	Form 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 of the Company, and incorporated herein by reference.
10.36	Form 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 of the Company, and incorporated herein by reference.
10.37	Form of Grant Agreement for restricted stock units granted on or after October 17, 2013, filed as Exhibit 10.46 to the Annual Report on Form 10-K for 2013 of the Company, and incorporated herein by reference.
10.38*	Form of Grant Agreement for restricted stock units granted on or after October 16, 2014.
10.39	Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 17, 2013, filed as Exhibit 10.47 to the Annual Report on Form 10-K for 2013 of the Company, and incorporated herein by reference.
10.40*	Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 16, 2014.
10.41	Form 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 of the Company, and incorporated herein by reference.
10.42	Form 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 of the Company, and incorporated herein by reference.
10.43	Form of Grant Agreement for performance-based restricted stock unit awards grants on or after January 1, 2014, filed as Exhibit 10.44 to the Annual Report on Form 10-K for 2013 of 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, 2015.
10.45	Form of Deferred Stock Unit Agreement for restricted stock units for non-employee directors granted on or after December 9, 2013, filed as Exhibit 10.48 to the Annual Report on Form 10-K for 2013 of the Company, and incorporated herein by reference.
10.46*	Form of Deferred Stock Unit Agreement for restricted stock units for non-employee directors granted on or after May 17, 2014.

91

Exhibit Number	Exhibit Index Description
10.47	NATCO 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.
10.48	NATCO Group, Inc. 2004 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 27, 2004, and incorporated herein by reference.
10.49	OneSubsea 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.
14.1	Code 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.
14.2*	Cameron Code of Conduct, effective April, 2013.
14.3*	Code of Ethics for Directors effective August 8, 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
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

92

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

*Filed herewith

93

SIGNATURES

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.

CAMERON INTERNATIONAL CORPORATION
Registrant
By:	/s/ Dennis S. Baldwin
	(Dennis S. Baldwin)
	Vice President, Controller and Chief Accounting Officer
	(principal accounting officer)
Date: February 20, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on this 20th day of February, 2015, 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 and Chief Executive Officer
	(principal executive officer)
/s/ Michael E. Patrick
(Michael E. Patrick)	Director
/s/ Jon Erik Reinhardsen
(Jon Erik Reinhardsen)	Director
/s/ Bruce W. Wilkinson
(Bruce W. Wilkinson)	Director
/s/ Charles M. Sledge	Senior Vice President and Chief Financial Officer
(Charles M. Sledge)	(principal financial officer)

94

EX-10.1

Exhibit 10.1

CAMERON INTERNATIONAL CORPORATION

RETIREMENT SAVINGS PLAN

As Amended and Restated

Effective January 1, 2014

CAMERON INTERNATIONAL CORPORATION

RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND CONSTRUCTION		1
1.1.	Definitions.	1
1.2.	Construction.	13
ARTICLE II ELIGIBILITY TO PARTICIPATE		14
2.1.	Commencement of Participation.	14
2.2.	Changes in Employment Status.	16
2.3.	Election Form.	16
ARTICLE III CONTRIBUTIONS		17
3.1.	Basic Contributions.	17
3.2.	Matching Contributions.	17
3.3.	Rollover Contributions.	18
3.4.	Transferred Contributions.	19
3.5.	Company Retirement Contributions.	19
3.6.	Catch-Up Contributions.	19
3.7.	Profit Sharing Contributions.	20
3.8.	Retirement Contributions.	20
3.9.	Effect of Plan Termination or Withdrawal.	20
ARTICLE IV ADMINISTRATION OF CONTRIBUTIONS		21
4.1.	Limitations on Basic Contributions.	21
4.2.	Excess Elective Deferrals.	21
4.3.	Limitation on Matching Contributions.	21
4.4.	Delivery of Contributions.	21
4.5.	Allocation of Matching Contributions.	22
4.6.	Allocation of Company Retirement Contributions.	22
4.7.	Allocation of Profit Sharing Contributions.	22
4.8.	Allocation of Retirement Contributions.	22
4.9.	Crediting of Contributions.	22
4.10.	Changes in Reduction and Deduction Authorizations.	23
ARTICLE V DEPOSIT AND INVESTMENT OF CONTRIBUTIONS		24
5.1.	Deposit of Contributions.	24
5.2.	Investment of Accounts.	24
5.3.	Elimination of Funds.	25
ARTICLE VI ESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS		26
6.1.	Investment Responsibility.	26
6.2.	Establishment and Maintenance of Funds.	26
6.3.	Company Stock Fund.	26

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6.4.	Income on Trust Funds.	27
6.5.	Separate Accounts.	27
6.6.	Voting of Company Stock in the Company Stock Fund.	27
ARTICLE VII VESTING		29
7.1.	Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.	29
7.2.	Vesting in Company Retirement and Profit Sharing and Retirement Contributions.	29
7.3.	Forfeitures.	30
7.4.	Election of Former Vesting Schedule.	32
7.5.	Vesting Service.	32
7.6.	Transfers.	33
7.7.	Loss and Reinstatement of Years of Vesting Service.	34
7.8.	Prior Plan Vesting Rights.	35
7.9.	Finality of Determinations.	35
ARTICLE VIII WITHDRAWALS WHILE EMPLOYED		36
8.1.	Withdrawals Prior to Age 59½.	36
8.2.	Withdrawals After Age 59½.	37
8.3.	Form of Withdrawals.	38
8.4.	Withdrawals of Prior Plan Amounts.	38
ARTICLE IX LOANS		39
9.1.	Eligibility for Loan.	39
9.2.	Maximum Loan.	39
9.3.	Operation of Article.	39
ARTICLE X DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT		40
10.1.	Eligibility for Distribution.	40
10.2.	Distribution of Separate Accounts.	40
10.3.	Form of Distribution.	44
10.4.	Limitation on Commencement of Distribution.	44
10.5.	Restriction on Alienation.	45
10.6.	Payments to Incompetents or Minors.	46
10.7.	Commercial Annuities.	46
10.8.	Actuarial Equivalency.	46
10.9.	Eligible Rollover Distributions.	46
10.10.	Deferral of Payments.	47
10.11.	Lost or Missing Members or Beneficiaries.	47
10.12.	Minimum Distribution Requirements.	47
ARTICLE XI BENEFICIARIES AND DEATH BENEFITS		52
11.1.	Designation of Beneficiary.	52
11.2.	Beneficiary in the Absence of Designated Beneficiary.	52
11.3.	Spousal Consent to Beneficiary Designation.	52
11.4.	Death Benefits from Non-IAR Accounts.	52
11.5.	Death Benefits from IAR Accounts.	52

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11.6.	Commencement of Death Benefits.	54
ARTICLE XII ADMINISTRATION		55
12.1.	Plan Administrator.	55
12.2.	Authority of the Company.	55
12.3.	Action of the Committee.	55
12.4.	Claims Review Procedure.	56
12.5.	Qualified Domestic Relations Orders.	56
12.6.	Indemnification.	56
12.7.	Temporary Restrictions.	57
ARTICLE XIII AMENDMENT AND TERMINATION		58
13.1.	Amendment.	58
13.2.	Limitation of Amendment.	58
13.3.	Termination.	58
13.4.	Withdrawal of an Employer.	59
13.5.	Corporate Reorganization.	59
ARTICLE XIV ADOPTION BY SUBSIDIARIES:  EXTENSION TO NEW BUSINESS OPERATIONS		60
ARTICLE XV MISCELLANEOUS PROVISIONS		61
15.1.	No Commitment as to Employment.	61
15.2.	Benefits.	61
15.3.	No Guarantees.	61
15.4.	Exclusive Benefit.	61
15.5.	Duty to Furnish Information.	61
15.6.	Merger, Consolidation, or Transfer of Plan Assets.	61
15.7.	Return of Contributions to Employers.	62
15.8.	Addenda.	62
15.9.	Validity of Agreement.	62
15.10.	Uniformed Services Employment and Reemployment Rights Act Requirements.	62
15.11.	Plan Administration Communications and Systems.	63
ARTICLE XVI SECTION 415 LIMITATIONS		64
16.1.	Application.	64
16.2.	Section 415 Definitions.	64
16.3.	Limitations.	65
16.4.	Multiple Plans.	65
16.5.	Contribution Adjustments.	65
ARTICLE XVII TOP-HEAVY PLAN RULES		66
17.1.	Application.	66
17.2.	Top-Heavy Definitions.	66
17.3.	Top-Heavy Minimum Allocation Rules.	69
17.4.	Top-Heavy Compensation Limitation.	70
17.5.	Top-Heavy Vesting Provisions.	70
17.6.	Top-Heavy Plan/Benefit Limitations.	71
ADDENDA		1

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CAMERON INTERNATIONAL CORPORATION

RETIREMENT SAVINGS PLAN

WHEREAS, Cameron International Corporation (the “Company”) has heretofore adopted the Cameron International Corporation Retirement Savings Plan, hereinafter referred to as the “Plan,” for the benefit of certain of its employees; and

WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects, intending thereby to provide an uninterrupted and continuing program of benefits;

NOW, THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of January 1, 2014, except as otherwise indicated herein.

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1. Definitions.

The following words and phrases as used herein shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

(1)The term “Addendum” shall mean the overriding provisions which are applicable to certain Employees in accordance with the provisions of Section 15.8 and which shall constitute for all purposes a part of the Plan and in the event of conflict with any other provision of the Plan shall control.

(2)The term “Affiliate” shall mean any member of a controlled group of corporations (as determined under Section 414(b) of the Code) of which the Company is a member; any member of a group of trades or businesses under common control (as determined under Section 414(c) of the Code) with the Company; and any member of an affiliated service group (as determined under Section 414(m) of the Code) of which the Company is a member.

(3)The term “Allocation Month” shall mean each calendar month for which an Employer makes Company Retirement Contributions in accordance with the provisions of Section 3.5.

(4)The term “Allocation Year” shall mean each Plan Year.

(5)The term “Basic Account” shall mean the Separate Account of a Member to which Basic Contributions are credited in accordance with the provisions of Section 4.9.

(6)The term “Basic Contribution” shall mean any cash or deferred arrangement contribution made to the Plan by an Employer on behalf of a Member in accordance with the provisions of Sections 2.3 and 3.1.

(7)The term “Beneficiary” shall mean the person or persons who, in accordance with the provisions of Article XI hereof, shall be entitled to receive distribution hereunder in the event a Member or Inactive Member dies before his interest shall have been distributed to him in full.

(8)The term “Board” shall mean the board of directors of Cameron International Corporation.

(9)The term “Bonus Compensation” shall mean any and all compensation that is cash annual bonus paid to a Member under the Employer’s incentive compensation plans and designated a “bonus” in the Employer’s payroll system, which, for the avoidance of doubt, will exclude any amounts classified in the Employer’s payroll system as a sign on bonus, patent award, merit lump sum or special compensation with benefits.

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(10)The term “Break in Service” shall mean any Plan Year during which an Employee completes not more than 500 Hours of Service; provided, however, that for purposes of Section 7.7, no Employee shall incur a Break in Service solely by reason of an absence due to (i) the birth of a child of the Employee, (ii) the pregnancy of the Employee, (iii) the placement of a child with the Employee on account of the adoption of such child by such Employee, or (iv) the caring for a child of an Employee for a period beginning following the birth or placement of such child, with respect to the Plan Year in which such absence begins, if the Employee otherwise would have incurred a Break in Service or, in any other case, in the immediately following Plan Year; and provided further, that although an Employee may not receive credit for vesting or benefit accrual purposes, a Break in Service shall not be deemed to occur with respect to any layoff or sick leave not in excess of the period of time during which his seniority is retained; and provided further, however, that no Member shall incur a Break in Service by reason of failure to complete more than 500 hours of service during the Plan Year beginning and ending on December 31, 2001.

(11)The term “Brookshire Union Employee” shall mean an Employee who is a member of the Local Lodge 15 and District Lodge 37, International Association of Machinists and Aerospace Workers.

(12)The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.  Reference to a section of the Code shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

(13)The term “COI Union Employee” shall mean an Employee who is a member of the Local Lodge 1980 and District Lodge 725, International Association of Machinists and Aerospace Workers.

(14)The term “Committee” shall mean the Cameron Benefits Committee.

(15)The term “Company” shall mean Cameron International Corporation, its successors, and the surviving corporation resulting from any merger or consolidation of Cameron International Corporation with any other corporation or corporations.

(16)The term “Company Retirement Contributions” shall mean the contributions made to the Plan by an Employer in accordance with the provisions of Section 3.5.

(17)The term “Company Stock” shall mean the common stock of Cameron International Corporation.

(18)The term “Company Stock Fund” shall mean the investment fund established to invest in Company Stock and maintained pursuant to the provisions of Section 6.3.

(19)The term “Compensation” shall mean the total of all wages, salaries, fees for professional service and other amounts received in cash or in kind by a Member while a Member for services actually rendered or labor performed for the Employer to the extent such amounts are includable in gross income, subject to the following adjustments and limitations:

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(A) The following shall be excluded:

(i) Accrued or unused vacation pay which is paid following termination of employment;

(ii) Reimbursements and other expense allowances (including but not limited to automobile expense allowances and foreign service premiums);

(iii) Cash and noncash fringe benefits;

(iv) Moving expense reimbursements;

(v) Employer contributions to or payments from this or any other deferred compensation program, whether such program is qualified under Section 401(a) of the Code or nonqualified, other than Basic Contributions;

(vi) Welfare benefits (including but not limited to severance benefits);

(vii) Amounts realized from the receipt or exercise of a stock option that is not an incentive stock option within the meaning of Section 422 of the Code;

(viii) Amounts realized at the time property described in Section 83 of the Code is freely transferable or no longer subject to a substantial risk of forfeiture;

(ix) Amounts realized as a result of an election described in Section 83(b) of the Code;

(x) Any amount realized as a result of a disqualifying disposition within the meaning of Section 421(a) of the Code; and

(xi) Any other amounts that receive special tax benefits under the Code but are not hereinafter included.

(B) Basic Contributions and any other elective contributions made on a Member’s behalf by the Employer that are not includable in income under Section 125, Section 402(e)(3), Section 402(h), or Section 403(b) of the Code and any amounts that are not includable in the gross income of a Member under a salary reduction agreement by reason of the application of Section 132(f) of the Code shall be included.

(C) The Compensation of any Member taken into account for purposes of the Plan shall be limited to $200,000 for any Plan Year with such limitation to be:

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(i) Adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code; and

(ii) Prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.

(D) Notwithstanding anything to the contrary herein, the Compensation of a Member shall include payments of regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that are paid to the Member following his Severance Date (except to the extent specifically excluded above) but which would have been paid to the Member prior to such date if he had continued in employment with the Employer, provided that such payments are paid by the later of two and one-half  months following the Member’s Severance Date or the end of the Limitation Year that includes such Severance Date.

(E) For purposes of facilitating a Member’s election to reduce his Compensation in order to make Basic Contributions under the Plan, the Compensation of a Member shall include his Regular Compensation and his Bonus Compensation, as such terms are defined herein.

(20)The term “Contribution Hour” shall mean an hour of employment in an hourly-rated employment classification while an IAR Member of the Plan for which such Member receives Compensation from an Employer, including overtime hours and any paid hours for vacation periods or holidays, but excluding any other paid hours for any other absences during which no duties are performed.

(21)The term “Contribution Rate” shall mean the following contribution rates, depending upon an IAR Member’s employment classification at the time such Contribution Hours are credited:

Employment Classification	Contribution Rate
Labor Grade 82, 83, or 84	$	0.37
Labor Grade 85	$	0.44
Labor Grade 86, 87, or 88	$	0.48

Notwithstanding the foregoing, in no event shall an IAR Member’s Contribution Rate be a rate that is less than the Contribution Rate applicable for such IAR Member as of April 27, 2003; provided, however, that if an IAR Member’s Labor Grade changes on or after such date, such IAR Member’s Contribution Rate will be determined pursuant to the Schedule set forth above.

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(22)The term “Controlled Entity” shall mean each corporation that is a member of a controlled group of corporations, within the meaning of Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and Section 1563(e)(3)(C), of which the Company is a member, each trade or business (whether or not incorporated) with which the Company is under  common control and each corporation that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which the Company is a member.

(23)The term “Cooper Savings Plan” shall mean the Cooper Industries, Inc. Retirement and Savings Plan, the Cooper Industries, Inc. Savings Plan, and Cooper Industries, Inc. Stock Ownership Plan.

(24)The term “Effective Date” shall mean January 1, 2014 as to this restatement of the Plan, except (A) as otherwise indicated in specific provisions of the Plan, and (B) that provisions of the Plan required to have an earlier effective date by applicable statute and/or regulation and shall apply, as of such required effective date, to any plan merged into this Plan.  The original effective date of the Plan was April 1, 1995.

(25)The term “Eligible Employee” shall mean any salaried or hourly Employee of the Employer who is (i) a common law employee who is paid in United States dollars from a payroll maintained in the United States, (ii) a non-United States citizen who is a lawful, permanent resident of the United States and who is subject to United States federal income taxes on his worldwide income, or (iii) an Eligible Foreign Employee.  In no event shall the term “Eligible Employee” mean (i) any person who is rendering service to an Employer solely as a director or an independent contractor, (ii) any person who is covered by a collective bargaining agreement unless such agreement specifically provides for coverage by the Plan, or (iii) any person who is a nonresident alien and who receives no earned income within the meaning of Section 911(b) of the Code from an Employer which constitutes income from sources within the United States as defined in Section 861(a)(3) of the Code, or (iv) an Employee who is a Leased Employee or who is designated, compensated, or otherwise classified by the Employer as a Leased Employee.  Notwithstanding any provision of the Plan to the contrary, no individual who is designated, compensated, or otherwise classified or treated by the Employer as an independent contractor shall be eligible to become a Member of the Plan.

(26)The term “Eligible Foreign Employee” shall mean any individual who (i) is a citizen of the United States or a permanent, lawful resident of the United States, (ii) is an employee of an Included Foreign Affiliate, and (iii) is not covered by any other funded plan of deferred compensation under which contributions are provided by any other person, firm, or corporation with respect to the remuneration paid to such individual by the Included Foreign Affiliate.

(27)The term “Eligible Retirement Plan” shall mean, with respect to distributions made from the Plan after December 31, 2001, any of: an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified plan described in Section 401(a) of the Code, that, under its provisions does, and under applicable law may, accept an Eligible Rollover Distribution, an annuity contract described in Section 403(b) of the Code, and an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for the amounts transferred into such plan from this Plan.  The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.  Notwithstanding the foregoing, for purposes of Section 10.9, an “Eligible Retirement Plan” shall also mean a Roth IRA as provided in section 408A(e) of the Code; provided, however, that a rollover to a Roth IRA (other than a qualified rollover contribution from a Roth IRA or a designated Roth account) will be limited to Members whose adjusted gross income is equal to or less than $100,000 and who are not married individuals filing a separate return in Plan Years beginning January 1, 2008 and January 1, 2009.

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(28)The term “Eligible Rollover Distribution” shall mean all or any portion of a Plan distribution to a Member or a Beneficiary who is a deceased Member’s surviving spouse or an alternate payee under a qualified domestic relations order who is a Member’s spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at  least annually for over a specified period of ten or more years or the life of the Member or Beneficiary or the joint lives of the Member and a designated beneficiary, (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; or (iii) the portion of any distribution which is not includable in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to employer securities).  Further, a distribution pursuant to Section 8.1 from the Separate Account of a Member attributable to Basic Contributions who has not attained age 59 ½ shall not constitute an Eligible Rollover Distribution.  Notwithstanding the foregoing or any other provision of the Plan, (A) any amount that is distributed from the Plan on account of hardship pursuant to Section 8.1 shall not be an Eligible Rollover Distribution and no election may be made to have any portion of such a distribution paid directly to an Eligible Retirement Plan and (B) a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code or to a qualified plan described in section 401(a) of the Code, an annuity plan described in section 403(a) of the Code or an annuity contract described in section 403(b) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.  Further, notwithstanding the foregoing or any other provision of the Plan, with respect to a Beneficiary who is a designated beneficiary (as defined in section 401(a)(9)(E) of the Code) other than a Member’s surviving spouse, an Eligible Rollover Distribution includes any distribution of all or any portion of the Separate Accounts of a deceased Member in a direct trustee-to-trustee transfer to (i) an individual retirement account described in section 408(a) of the Code or (ii) an individual retirement annuity described in section 408(b) of the Code, in each case that is (x) established for the purpose of receiving the distribution of such Beneficiary and (y) treated as an inherited individual retirement account or individual retirement annuity within the meaning of section 408(d)(3)(C) of the Code.  Further, section 401(a)(9)(B) of the Code (other than clause (iv) thereof) shall apply to an individual retirement account or individual retirement annuity described in the preceding sentence.

The foregoing notwithstanding, if all or any portion of a distribution during 2009 is treated as an Eligible Rollover Distribution but would not be so treated if the minimum distribution requirements under section 401(a)(9) of the Code had applied during 2009, such distribution shall not be treated as an Eligible Rollover Distribution for purposes of sections 401(a)(31), 402(f) or 3405(c) of the Code.

6

(29)The term “Employee” shall mean each (A) individual employed by the Employer or a Controlled Entity and (B) Leased Worker.

(30)The term “Employer” shall mean the Company or any Affiliate of the Company which adopts the Plan as herein provided so long as the Affiliate has not withdrawn from the Plan.

(31)The term “Employment Commencement Date” shall mean the first date on which an Employee completes an Hour of Service.

(32)The term “Entry Date” shall mean January 1 or July 1.

(33)The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.  Reference to a section of ERISA shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

(34)The term “Foreign Affiliate” shall mean a “foreign affiliate” as defined in Section 3121(1)(8) of the Code.

(35)The term “Fund” shall mean any of the investment funds established and maintained in accordance with the provisions of Section 6.2.

(36)The term “Highly-Compensated Employee” shall mean each Employee who performs services during the Plan Year for which the determination of who is highly compensated is being made (the “Determination Year”) and who:

(a) is a fiver-percent owner of the Employer (within the meaning of section 416(i)(1)(A)(iii) of the Code) at any time during the Determination Year or the twelve-month period immediately preceding the Determination Year (the “Look-Back Year”); or

(b) for the Look-Back Year, receives compensation (within the meaning of section 414(q)(4) of the Code; “compensation” for purposes of this Paragraph) in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 414(q)(1) of the Code) during the Look-Back Year.

7

For the purposes of the preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of the Code shall be treated as a single employer and (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee’s fifty-fifth birthday shall be deemed to be a Highly Compensated Employee.  To the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a “highly compensated employee” set forth in section 414(q) of the Code and the Treasury regulations thereunder, the relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall govern and control.

(37)The term “Hour of Service” shall mean an hour for which an employee is paid, or entitled to be paid, with respect to the performance of duties for an Employer or a Controlled Entity either as regular wages, salary or commissions, or pursuant to an award or agreement requiring an Employer or a Controlled Entity to pay back wages.  Hours under this paragraph shall be calculated and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of Labor regulations which are incorporated herein by reference.

(38)The term “IAR Account” shall mean the Separate Account of a Member to which the Company Retirement Contributions are credited in accordance with the provisions of Section 4.8.

(39)The term “IAR Member” shall mean, except as provided in Section 2.1(c) with respect to certain Part Time Employees and Temporary Employees, each Eligible Employee who is a Brookshire Union Employee whose Employment Commencement Date occurred prior to January 1, 2005; provided, however, that, except as provided in Section 2.1(c) with respect to certain Part Time and Temporary Employees, an Eligible Employee who is a Brookshire Union Employee and whose Reemployment Date occurs on or after January 1, 2005 shall become a Profit Sharing Member and not an IAR Member, in accordance with the provisions of Section 2.1.  Notwithstanding the foregoing, solely for purposes of Article X (Distributions on Retirement or Other Termination of Employment) and Article XI (Beneficiaries and Death Benefits), the term “IAR Member” shall include each Member who was an IAR Member on or before December 31, 2007.

(40)The term “Inactive Member” shall mean any Member who ceases to be an Employee and whose Separate Accounts have not been distributed in accordance with the provisions of the Plan.

(41)The term “Included Foreign Affiliate” means a “Foreign Affiliate” with respect to which there shall be in effect between the Company and the Secretary of the Treasury or his delegate an agreement pursuant to Section 3121(1) of the Code, whereby coverage under Title II of the federal Social Security Act has been extended to service performed outside the United States by United States citizens employed by such “Foreign Affiliate.”

(42)The term “Leased Worker” shall be a person (other than a person who is an employee without regard to this paragraph (37)) engaged in performing services for a Controlled Entity (the “recipient”) pursuant to an agreement between the recipient and any other person (“Leasing Organization”) who meets the following requirements:

(a) he has performed services for one or more Controlled Entities (or for any other “related persons” determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year;

8

(b) such services are of a type historically performed in the business field of the recipient, in the United States, by employees (or, from and after January 1, 1997, such services are performed under primary direction or control by the Employer or a Controlled Entity); and

(c) he is not participating in a “safe harbor plan” of the Leasing Organization.  (For this purpose, a “safe harbor plan” is a plan that satisfies the requirements of Section 414(n)(5) of the Code, which will generally be a money purchase pension plan with a non-integrated employer contribution rate of at least ten percent of compensation and which provides for immediate participation and full and immediate vesting).

A person who is a Leased Worker during any taxable year beginning after December 31, 1983, shall also be considered an employee of a Controlled Entity during such period (and solely for the purpose of determining length of service for participation and vesting purposes, and shall also be considered to have been an employee for any earlier period in which he was a Leased Worker) but shall not be a Member and shall not otherwise be eligible to become covered by the Plan during any period in which he is a Leased Worker.  Notwithstanding the foregoing, the sole purpose of this paragraph (37) is to define and apply the term “Leased Worker” strictly (and only) to the extent necessary to satisfy the minimum requirements of Section 414(n) of the Code relating to “leased employees.”  This paragraph (37) shall be interpreted, applied and, if and to the extent necessary, deemed modified without formal amendment of language, so as to satisfy solely the minimum requirements of Section 414(n) of the Code.

(43)The term “Matching Account” shall mean the Separate Account of a Member to which Matching Contributions are credited in accordance with the provisions of Section 4.9.

(44)The term “Matching Contribution” shall mean the contributions which an Employer contributes to the Plan in accordance with the provisions of Section 3.2.

(45)The term “Member” shall mean an Eligible Employee who participates in the Plan in accordance with the provisions of Article II.

(46)The term “Participation Service” shall mean the measure of service used in determining a Part Time Employee’s or Temporary Employee’s eligibility to participate in the Plan as determined pursuant to Section 2.1(b).

(47)The term “Part Time Employee” shall mean an Employee who is classified as a part time employee under the Employer’s regular payroll practices.

(48)The term “Pay Period” shall mean the periodic payroll period for which a Member receives compensation from an Employer.

(49)The term “Period of Service” shall mean each period of an individual’s Service commencing on his Employment Commencement Date or a Reemployment Date, if applicable, and ending on a Severance Date.  Notwithstanding the foregoing, a period during which an individual is absent from Service by reason of the individual’s pregnancy, the birth of a child of the individual, the placement of a child with the individual in connection with the adoption of such child by the individual, or for the purposes of caring for such child for the period immediately following such birth or placement shall not constitute a Period of Service between the first and second anniversary of the first date of such absence.  A Period of Service shall also include any period required to be credited as a Period of Service by federal law other than ERISA or the Code, but only under the conditions and to the extent so required by such federal law.  Further, to the extent required by section 414(n) of the Code and the applicable interpretative authority thereunder, an individual’s Period of Service shall include any period for which such individual was a Leased Worker (or would have been a Leased Worker but for the requirements of clause (a) of the definition of such term set forth in Section 1.1(42)).

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(50)The term “Period of Severance” shall mean each period of time commencing on an individual’s Severance Date and ending on a Reemployment Date.

(51)The term “Permanent and Total Disability” shall mean a physical or mental condition which has resulted in an Employee being eligible for benefits under the Employer’s long-term disability income plan.  An Employee shall cease to be Permanently and Totally Disabled for purposes of the Plan as of the date he ceases to be eligible for benefits under the Employer’s long-term disability income plan.

(52)The term “Plan” shall mean the profit-sharing plan set forth herein, which is called the “Cameron International Corporation Retirement Savings Plan,” with all amendments, modifications, and supplements hereafter made.

(53)The term “Plan Year” shall mean the calendar year.

(54)The term “Profit Sharing Account” shall mean the Separate Account of a Member to which Profit Sharing Contributions are credited in accordance with the provisions of Section 4.9.

(55)The term “Profit Sharing Contribution” shall mean the contributions that an Employer contributes to the Plan in accordance with the provisions of Section 3.7.

(56)The term “Profit Sharing Member” shall mean, except as provided in Section 2.1(b) with respect to certain Part Time and Temporary Employees, each Eligible Employee who is a Brookshire Union Employee whose Employment Commencement Date occurs on or after January 1, 2005 and each Eligible Employee who is a COI Union Employee.  Notwithstanding anything to the contrary herein, from and after January 1, 2008, no Eligible Employee who is not a Brookshire Union Employee or a COI Union Employee shall be or shall be eligible to become a Profit Sharing Member.  Further, no Eligible Employee shall be both a Profit Sharing Member and a Retirement Contributions Member at any time.

(57)The term “Qualified Military Service”  shall mean any service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code or its successor) by an Employee who is entitled to reemployment rights under such chapter with respect to such service.

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(58)The term “Reemployment Date” shall mean the first date on which an Employee completes an Hour of Service after a Severance Date.

(52A)The term “Regular Compensation” shall mean Compensation other than a Member’s Bonus Compensation.

(59)The term “Retirement Account” shall mean the Separate Account of a Member to which Retirement Contributions are credited in accordance with the provisions of Section 4.9.

(60)The term “Retirement Age” shall mean age 65 unless otherwise specified in an Addendum.

(61)The term “Retirement Contributions Member” shall mean, except as provided in Section 2.1(c) with respect to certain Part Time Employees and Temporary Employees, (a) an Eligible Employee whose Employment Commencement Date occurs on or after January 1, 2008, (b) each Member who first becomes a Member of the Plan on or after such date if his Employer first became an Affiliate of the Company on or after such date; and (c) each Member of the Plan who was an Eligible Employee on the Effective Date.  Notwithstanding anything to the contrary herein, no Brookshire Union Employee or COI Union Employee shall be or be eligible to become a Retirement Contributions Member unless his employment status changes and he becomes employed by an Employer as an Eligible Employee other than in a capacity as a Brookshire Union Employee or a COI Union Employee.

(62)The term “Rollover/Transfer Account” shall mean the Separate Account of a Member to which Rollover Contributions or Transfer Contributions are credited in accordance with the provisions of Section 3.3 or 3.4.

(63)The term “Rollover Contribution” shall mean, effective January 1, 2003, a contribution to the Plan made in accordance with Section 3.3 by any Eligible Employee of amounts received by him as an “eligible rollover distribution” within the meaning of Section 402(f)(2)(a) of the Code from:

(a) a qualified plan described in Section 401(a) or 403(a) of the Code (excluding after-tax employee contributions);

(b) an annuity contract described in Section 403(b) of the Code (excluding after-tax employee contributions);

(c) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (excluding after-tax employee contributions); or

(d) an individual retirement account or annuity described in Section 408(a) or (b) of the Code (excluding after-tax employee contributions), provided that the entire balance in or value of, as applicable, such individual retirement account or annuity is attributable to an ‘eligible rollover distribution’ within the meaning of Section 402(f)(2)(a) of the Code from a plan or contract described in clause (a) or (b) above that was contributed to such account or annuity, or a contribution to such account or annuity as a rollover from a plan described in paragraph (c) above pursuant to Section 457(e)(16), as adjusted for income or losses attributable thereto.

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(64)The term “Separate Account” shall mean any of the accounts established and maintained in accordance with the provisions of Section 6.5 by the Company which reflects the interest of the Basic Account, Supplemental Account, Matching Account, IAR Account, Profit Sharing Account, Retirement Account and Rollover/Transfer Account, as applicable, of a Member.

(65)The term “Service” shall mean the period of an individual’s employment with the Employer or a Commonly Controlled Entity.  In no event shall Service include any period of service with a corporation or other entity prior to the date it became a Commonly Controlled Entity or after it ceases to be a Commonly Controlled Entity except to the extent required by law, or to the extent determined by the Committee.  The Committee, in its discretion, may credit individuals with Service for service with the Employer or a prior employer for periods before such individual has commenced or recommenced participation in the Plan, but only if (i) such service would not otherwise be credited as Service and (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees.  In addition, the Committee, in its discretion, may credit individuals with Service based on imputed service for periods after such individual has commenced participation in the Plan while such individual is not performing service for the Employer or while such individual is an Employee with a reduced work schedule, but only if (i) such service would not otherwise be credited as Service, (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees, and (iii) the individual has not permanently ceased to perform service as an Employee, provided that the preceding clause (iii) of this sentence shall not apply if (x) the individual is not performing service for the Employer because of a disability, (y) the individual is performing service for another employer under an arrangement that provides some ongoing business benefit to the Employer, or (z) for purposes of vesting, the individual is performing service for another employer that is being treated under the Plan as actual service with the Employer.

(66)The term “Severance Date” shall mean the later of (a) the date on which contributions to the Plan on behalf of a person cease, or (b) the date on which an Employee retires, becomes totally and permanently disabled, dies, or otherwise terminates employment; provided, however, that if an Employee is absent from employment while in active service in the Armed Forces of the United States, his Severance Date shall be the date on which he terminated his employment, unless he returns to employment with an Employer or a Controlled Entity during the time period prescribed by federal law; and provided further, that no Employee shall incur a Severance Date until the second anniversary of the first date on which such Employee is absent from employment with an Employer or a Controlled Entity for maternity or paternity reasons.  For purposes of this paragraph, an absence for maternity or paternity reasons means an absence due to the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or the caring of such child for a period beginning immediately following such birth or placement.  Notwithstanding the foregoing, if an Employee retires or dies, or his employment otherwise is terminated during a period of absence from employment for any reason other than retirement or termination, his Severance Date shall be the date of such retirement, death, or other termination of employment.  In any case where an Employee receives severance pay upon his termination of active employment as an Employee, the Employee’s Severance Date shall be the date after his termination of active employment as an Employee and prior to any resumption of such active employment on which the earlier occurs:  (i) his death, or (ii) the date on which he is last paid severance pay.

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(67)The term “Supplemental Account” shall mean the Separate Account for each Member which is credited with his Supplemental Contributions, if any.

(68)The term “Supplemental Contribution” shall mean any contribution made to the Plan prior to April 1, 1996, by a Member as a “Supplemental Contribution” in accordance with the provisions of the Plan in effect prior to April 1, 1996.

(69)The term “Temporary Employee” shall mean an Employee who is classified as a temporary employee under the Employer’s regular payroll practices.

(70)The term “Transferred Contributions” shall mean any assets which are transferred to the Trustee of the Plan in accordance with the provisions of Section 3.4.

(71)The term “Trust” shall mean the trust established under the Trust Agreement to hold and invest contributions made under the Plan.

(72 The term “Trust Agreement” shall mean the agreement between the Company and the Trustee establishing the Trust.

(73)The term “Trustee” shall mean the trustee or trustees qualified and acting under the Trust Agreement at any time.

(74)The term “Valuation Date” shall mean each business day for purposes of the New York Stock Exchange of each year.

(75)The term “Vesting Service” shall mean the period of employment used in determining a Member’s vested interest in his IAR Account, Profit Sharing Account or Retirement Account (as applicable) in accordance with the provisions of Sections 7.5, 7.6, and 7.7.

1.2. Construction.

Where necessary or appropriate to the meaning hereof, the singular shall be deemed to include the plural and the masculine pronoun to include the feminine.

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ARTICLE II

ELIGIBILITY TO PARTICIPATE

2.1. Commencement of Participation.

(a) Each Eligible Employee who was a Member, IAR Member, and/or Profit Sharing Member of the Plan on the day prior to the Effective Date shall remain a Member, IAR Member, and/or Profit Sharing Member of the Plan as of the Effective Date.  Notwithstanding the foregoing, all Profit Sharing Members of the Plan on the day prior to the Effective Date (other than Profit Sharing Members who are Brookshire Union Employees or COI Union Employees) shall cease to be Profit Sharing Members and shall become Retirement Contributions Members on and effective as of the Effective Date.

(b) Each Eligible Employee who is a Part Time Employee or Temporary Employee and whose Employment Commencement Date occurs on or after January 1, 2002 but prior to May 1, 2003 shall become a Member and, if applicable, an IAR Member and participate in the Plan on the first Entry Date coincident with or next following the later of the date on which such Employee completes one year of Participation Service or the date on which such Employee attains the age of 21; provided, however, that any Part Time Employee or Temporary Employee who has not become an IAR Member before May 1, 2003 shall not become an IAR Member on or after such date notwithstanding any satisfaction by such employee of such participation requirements; and provided further, however, that any such Employee shall become a Profit Sharing Member on the first Entry Date coincident with or next following the later of the date such Employee completes One Year of Participation Service or the date on which such Employee attains the age of 21, notwithstanding that such Employee’s Employment Commencement Date preceded May 1, 2003.  An individual completes one year of Participation Service on the last day of the twelve-consecutive month period beginning with the individual’s Employment Commencement Date or beginning with anniversaries of such Employment Commencement Date during which such individual completes 1,000 Hours of Service.

(c) Each Eligible Employee (other than a Part Time Employee or Temporary Employee) whose Employment Commencement Date occurs on or after January 1, 2013 shall become a Member and, as applicable, a Profit Sharing Member or a Retirement Contributions Member and participate in the Plan as of his Employment Commencement Date.

(d) Each Eligible Employee who is a Part Time Employee or Temporary Employee and whose Employment Commencement Date occurs on or after May 1, 2003 shall become a Member and, as applicable, a Profit Sharing Member or a Retirement Contributions Member and participate in the Plan on the first Entry Date coincident with or next following the later of the date on which such Employee completes one year of Participation Service or the date on which such Employee attains the age of twenty-one.

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(e) Notwithstanding the foregoing,

(i) A Temporary Employee or Part Time Employee who was a Member of the Plan prior to a termination of employment shall remain a Member and a Profit Sharing Member or Retirement Contributions Member, as applicable, upon his reemployment as an Eligible Employee; provided, however, that no such Employee who is reemployed on or after May 1, 2003 shall be an IAR Member upon his reemployment;

(ii) A Temporary Employee or Part Time Employee who has completed one year of Participation Service and has attained the age of twenty-one but who has not become a Member, and Profit Sharing Member or Retirement Contributions Member, as applicable, because he was not an Eligible Employee shall become a Member and Profit Sharing Member or Retirement Contributions Member, as applicable, upon the later of (A) the date he becomes an Eligible Employee as a result of a change in his employment status or (B) the first Entry Date upon which he would have become a Member if he had been an Eligible Employee; provided, however, that no such Employee shall become (x) an IAR Member on or after May 1, 2003 or (y) except for a Brookshire Union Employee or a COI Union Employee, a Profit Sharing Member on or after January 1, 2008;

(iii) A Temporary Employee or Part Time Employee who was an Eligible Employee who had completed one year of Participation Service but who had not attained the age of twenty-one prior to a termination of his employment shall become a Member and a Profit Sharing Member or Retirement Contributions Member, as applicable, upon the later of (i) the date of his reemployment or (ii) the first Entry Date following his attainment of age twenty-one; provided, however, that no such Employee shall become (x) an IAR Member on or after May 1, 2003 or (y) except for a Brookshire Union Employee or a COI Union Employee, a Profit Sharing Member on or after January 1, 2008; and

(iv) A Temporary Employee or Part Time Employee who was an Eligible Employee and who had met the age and service requirements of this Section to become a Member and a Profit Sharing Member or Retirement Contributions Member, as applicable, but who terminated employment prior to the Entry Date upon which he would have become a Member and a Profit Sharing Member or Retirement Contributions Member, as applicable, shall become a Member and a Profit Sharing Member or Retirement Contributions Member, as applicable, upon the later of (i) the date of his reemployment or (ii) the Entry Date upon which he would have become a Member and a Profit Sharing Member or Retirement Contributions Member, as applicable, if he had not terminated employment; provided, however, that no such Employee shall become (x) an IAR Member on or after May 1, 2003 or (y) except for a Brookshire Union Employee or a COI Union Employee, a Profit Sharing Member on or after January 1, 2008.

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2.2. Changes in Employment Status.

If a Member ceases to be an Eligible Employee but continues in the employment of an Employer as an Employee he shall continue as a Member until his participation is otherwise terminated in accordance with the provisions of the Plan; provided, however, that such Member shall share in Matching Contributions for any month of such continued participation only to the extent and on the basis of his Basic Contributions made during such month; and provided further that each such Member who is an IAR Member shall share in Company Retirement Contributions for any month of such continued participation only to the extent and on the basis of his Contribution Hours during such month; provided further, however, that each such Member who is a Profit Sharing Member who is not an Eligible Employee on the last day of a Plan Year shall not receive a Profit Sharing Contribution for such Plan Year.  If a Member ceases to be an Eligible Employee but continues in the employment of an Employer or a Controlled Entity, he shall become an Inactive Member until his participation in the Plan is otherwise terminated in accordance with the provisions of the Plan or he again becomes an Employee and an active Member.

2.3. Election Form.

Each Member shall file with his Employer a written election in accordance with procedures established by the Committee with respect to his participation in the Plan.  For each Member who is eligible to make Basic Contributions and, if applicable, catch-up contributions pursuant to Section 3.1 and 3.6 of the Plan, respectively, such written election shall contain his authorization for his Employer to reduce his Compensation in order to make Basic Contributions and, if applicable, catch-up contributions on his behalf pursuant to such provisions. A Member’s written election pursuant to this Section 2.3 shall also contain his election as to the investment of all amounts allocated to his Separate Accounts pursuant to the provisions of Section 5.2.  A Member who is eligible to make Basic Contributions and, if applicable, catch-up contributions must file such written election with his Employer at least 20 days prior to the first day of the payroll period as of which he is eligible to make Basic Contributions (or at least 20 days prior to the first day of any subsequent payroll period for which he is eligible to make Basic Contributions), unless a shorter period of time is acceptable to the Committee.  Notwithstanding the foregoing, any Member who is a Profit Sharing Member or a Retirement Contributions Member need not elect to make any Basic Contributions under the Plan or be eligible to make such contributions in order to be eligible to receive Profit Sharing Contributions or Retirement Contributions, as applicable, and the election of any such Member who has not elected to make Basic Contributions under the Plan, or is not eligible to make such contributions, shall relate solely to the investment of his Profit Sharing Contributions or Retirement Contributions, as applicable, pursuant to Section 5.2.

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ARTICLE IIICONTRIBUTIONS

3.1. Basic Contributions.

Commencing with the date as of which he becomes a Member, each Member may elect to defer (a) an integral percentage of from 1% to 50% (or such lesser percentage as may be prescribed from time to time by the Company) of his Regular Compensation for a Plan Year, and (b) an integral percentage of from 1% to 50% (or such lesser percentage as may be prescribed from time to time by the Company) of his Bonus Compensation for a Plan Year, by having his Employer contribute the amounts so deferred to the Plan.  In restriction of the Members’ elections provided in Section 2.3, this Section, and Section 4.10, and except to the extent permitted under Section 3.6 and Section 414(v) of the Code, the Basic Contributions and the elective deferrals (within the meaning of Section 402(g)(3) of the Code) under all other plans, contracts and arrangements of the Employer on behalf of any Member for any calendar year shall not exceed the dollar limitation contained in Section 402(g) of the Code in effect for such calendar year.  If a Member elects to have such Basic Contributions made on his behalf, his Compensation shall be reduced by the percentage(s) he elects pursuant to the terms of the Compensation reduction authorization described in Section 2.3 or 4.10.  Unless specifically provided otherwise in the Plan, each Member who is an Eligible Employee may elect to have Basic Contributions made on his behalf to the Plan.  Notwithstanding the foregoing provisions of this Section 3.1, (x) Basic Contributions made with respect to a Plan Year on behalf of Highly Compensated Employees shall not exceed the limitations set forth in Section 4.1 and (y) notwithstanding anything to the contrary herein, the provisions of the Plan permitting separate elections as to Regular Compensation and Bonus Compensation shall be made available to eligible Members when applicable payroll and administrative procedures have been implemented, as determined by the Committee in its discretion and, until such time, a Member’s election to defer Compensation under the Plan shall apply to all his Compensation (subject to the applicable Plan and Code-based limitations on such deferrals).

Notwithstanding the foregoing paragraph, an Eligible Employee other than a Brookshire Union Employee who is initially employed (or is reemployed) by an Employer on or after September 30, 2013 and who is eligible to elect to make Basic Contributions to the Plan pursuant to this Section 3.1, shall be deemed to have elected to defer as Basic Contributions an amount equal to 6% of his Compensation on a payroll period basis effective on the first day of the Eligible Employee’s employment by an Employer (or such later date as may be required by the Department of Labor), provided that such Eligible Employee has been provided notice of such automatic enrollment sent by the Committee (or its designee), in the form and manner prescribed by the Committee which shall be intended to comply with the notice requirements under Section 514(e) of ERISA and any regulations or guidance issued thereunder.

3.2. Matching Contributions.

(a) For Members Other Than Brookshire Union Employees.  On behalf of each Member other than a Member who is a Brookshire Union Employee, such Member’s Employer shall cause to be paid to the Trustee as its Matching Contribution hereunder for each payroll period an amount which equals 100 percent of the Basic Contributions, including catch-up contributions made pursuant to Section 3.6, for such payroll period which are attributable to the first six percent of the Compensation of each such Member for such payroll period.  In addition to the Matching Contributions made pursuant to the preceding sentence, for each Plan Year, on behalf of each Member who made Basic Contributions during such Plan Year (other than a Member who is a Brookshire Union Employee), such Member’s Employer shall cause to be paid to the Trustee, as additional Matching Contributions hereunder, an amount equal to the difference, if any, between (1) the amount that is equal to 100% of the Basic Contributions, including catch-up contributions made pursuant to Section 3.6, for such Plan Year which are attributable to the first six percent of the Compensation of such Member and (2) the Matching Contributions for such Member for such Plan Year that were made pursuant to the preceding sentence.

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(b) For Members Who Are Brookshire Union Employees.  On behalf of each Member who is a  Brookshire Union Employee, such Member’s Employer shall cause to be paid to the Trustee as its Matching Contribution hereunder for each payroll period an amount which equals the sum of (i) 100 percent of the Basic Contributions, including catch-up contributions made pursuant to Section 3.6, for such payroll period which are attributable to the first three percent of the Compensation of each such Member for such payroll period, and (ii) 50 percent of the Basic Contributions, including catch-up contributions made pursuant to Section 3.6, for such payroll period which are attributable to amounts in excess of three percent, but not in excess of six percent, of the Compensation of each such Member for such payroll period.  In addition to the Matching Contributions made pursuant to the preceding sentence, for each Plan Year, on behalf of each Member who is a Brookshire Union Employee who made Basic Contributions during such Plan Year, such Member’s Employer shall cause to be paid to the Trustee, as additional Matching Contributions hereunder, an amount equal to the difference, if any, between (1) the amount that is equal to the sum of (A) 100% of the Basic Contributions, including catch-up contributions made pursuant to Section 3.6, for such Plan Year which are attributable to the first three percent of the Compensation of such Member and (B) 50 percent of the Basic Contributions, including catch-up contributions made pursuant to Section 3.6, for such Plan Year which are attributable to amounts in excess of three percent, but not in excess of six percent, of the Compensation of such Member, and (2) the Matching Contributions for such Member for such Plan Year that were made pursuant to the preceding sentence.

3.3. Rollover Contributions.

With the approval of the Committee and in accordance with procedures established by the Committee, a Member may elect to make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the assets in cash which constitute such Rollover Contribution at such time or times and in such manner as shall be specified by the Committee.  All Rollover Contributions shall be made in cash; provided, however, that in connection with a merger or acquisition by an Employer, the Committee may permit, in its sole discretion, in accordance with procedures established by the Committee, that Rollover Contributions of outstanding plan loans that are not in default may be made in kind.  Upon receipt by the Trustee, such assets shall be credited to a Rollover/Transfer Account established on behalf of such Member and shall be deposited in the Fund or Funds selected by the Member as indicated on his investment election filed with the Committee by the Member.  Such election shall specify a combination of investment selections among such Funds, in increments of integral percentages which, in the aggregate, equal 100 percent.  A Rollover Contribution by a Member pursuant to this Section 3.3 shall not be deemed to be a contribution of such Member for any purpose of the Plan and shall be fully vested in the Member at all times.

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3.4. Transferred Contributions.

The Committee may cause the transfer to the Trustee of funds representing the vested account balances (hereinafter referred to as “Transferred Contributions”) of Members held by a funding agent of a tax-qualified plan (hereinafter referred to as a “transferor plan”) in which such Members previously participated; provided, however, that (i) such transfer shall be made at such time or times and in such manner as shall be specified by the Committee in accordance with procedures established by the Committee; (ii) no such transfer shall be permitted from a transferor plan on behalf of a Member who was at any time a five percent owner of the employer maintaining such transferor plan; and (iii) no portion of such transfer shall be composed of assets attributable to deductible employee contributions.  The Trustee shall credit the Rollover/Transfer Account of any Member on whose behalf such funds were transferred and shall deposit such funds in the Fund or Funds selected by the Member as indicated on his investment election filed with his Employer by such Member.  Such election shall specify a combination of investment selections among the Funds, in increments of integral percentages which, in the aggregate, equal 100 percent.  The portion of the Rollover/Transfer Account of a Member attributable to Transferred Contributions shall be fully vested in such Member at all times.

3.5. Company Retirement Contributions.

Each Employer shall cause to be paid to the Trustee as its Company Retirement Contribution hereunder for each month an amount equal to the  sum of the product of each IAR Member’s Contribution Hours during each Pay Period that ends within such month multiplied by the applicable Contribution Rate minus the forfeitures applicable to such Employer pursuant to Section 7.3.

3.6. Catch-Up Contributions.

All Eligible Employees who are eligible to make Basic Contributions to the Plan pursuant to Section 3.1 above for a Plan Year and who will have attained age 50 before the close of such Plan Year shall be eligible to make catch-up contributions to the Plan for such Plan Year in accordance with, and subject to the limitations of, Section 414(v) of the Code.  Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code, as described, respectively, in Sections 3.1 and 16.3 of the Plan.  The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.  Catch-up contributions made by a Member pursuant to this Section 3.6 shall be treated as Basic Contributions for all purposes of the Plan except as otherwise specifically provided; provided, however, that catch-up contributions shall not be subject to the maximum percentage deferral limit that applies to Basic Contributions pursuant to Section 3.1.

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3.7. Profit Sharing Contributions.

Each Employer shall cause to be paid to the Trustee as its Profit Sharing Contribution hereunder for each Plan Year in which the Company meets or exceeds its financial objectives for such Plan Year, as established and determined in the sole discretion of the Board of Directors of the Company, an amount which equals 2% of the Compensation received by each Profit Sharing Member for such Plan Year; provided, however, that a Profit Sharing Member must be employed by such Employer as of the last day of such Plan Year as a condition of the Employer’s obligation to make and the Member’s entitlement to receive such Profit Sharing Contribution for such Plan Year; and provided, further, however, that any Profit Sharing Member whose employment with the Employer terminates during such Plan Year on account of such Member’s Retirement, death or Permanent and Total Disability shall be entitled to receive a Profit Sharing Contribution (if any) for such Plan Year, determined as provided above.  Profit Sharing Contributions shall be made without regard to current or accumulated profits of the Employer.  Notwithstanding the foregoing, the Plan is intended to qualify as a profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the Code.

3.8. Retirement Contributions.

Each Employer shall cause to be paid to the Trustee as its Retirement Contributions hereunder for each payroll period an amount which equals 3% of the Compensation received by each Retirement Contributions Member for such payroll period.  Retirement Contributions shall be made without regard to current or accumulated profits of the Employer.  Notwithstanding the foregoing, the Plan is intended to qualify as a profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the Code.

3.9. Effect of Plan Termination or Withdrawal.

Notwithstanding any other provision of the Plan to the contrary, the termination of the Plan or the withdrawal of an Employer from the Plan shall terminate the liability of the Employer or such Employer, respectively, to make further Matching Contributions, Profit Sharing Contributions and Company Retirement Contributions hereunder.

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ARTICLE IVADMINISTRATION OF CONTRIBUTIONS

4.1. Limitations on Basic Contributions.

The Plan shall utilize the safe harbor method of satisfying the “actual deferral percentage” test set forth in Section 401(k)(3) of the Code pursuant to Section 401(k)(12) of the Code and Section 1.401(k)-3 of the Treasury regulations by making Matching Contributions which satisfy the matching safe harbor contributions requirements of Section 401(k)(12)(B) of the Code.

4.2. Excess Elective Deferrals.

If a Member who had Basic Contributions made on his behalf for a Plan Year files with the Committee, within the time limit prescribed by the Committee after the end of such Plan Year, a written statement, on a form acceptable to the Committee, that he has elective deferrals within the meaning of Section 402(g) of the Code for the taxable year in excess of the dollar limitation on elective deferrals in effect for such taxable year, and specifying the amount of such excess the Member claims as allocable to the Plan, the amount of such excess, adjusted for income or loss attributable to such excess elective deferral, shall be distributed to the Member by April 15 of the year following the year of the excess elective deferral and Matching Contributions thereon shall be forfeited.  Notwithstanding the foregoing or any other provision of the Plan, distributions pursuant to this Section 4.2 shall be (i) adjusted for income or loss allocated thereto through the last day of the Plan Year to which such excess deferrals relate in the manner determined by the Company in accordance with any method permissible under applicable Treasury regulations and (ii) made proportionately from the Separate Accounts to which Basic Contributions were made for the applicable Plan Year.

4.3. Limitation on Matching Contributions.

The Plan shall utilize the safe harbor method of satisfying the “actual contribution percentage” test set forth in Section 401(m)(2) of the Code pursuant to Section 401(m)(11) of the Code and Section 1.401(m)-3 of the Treasury regulations.

4.4. Delivery of Contributions.

Each Employer shall cause to be delivered to the Trustee all Basic, Matching, Company Retirement, Profit Sharing, Retirement, Rollover, and Transferred Contributions made in accordance with the provisions of Article III as soon as reasonably practicable; provided, however, that Basic Contributions elected by each Member shall be deducted from his Compensation for each payroll period and shall be paid by the Employer to the Trust as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets; and further provided, however, that in no event shall such date occur later than the fifteenth (15th) business day of the month following the month in which such contribution amounts would otherwise have been payable to the Member in cash; and further provided, however, that Matching Contributions with respect to Basic Contributions made in accordance with Section 3.2 during a Plan Year quarter shall be delivered to the Trustee no later than the last day of the Plan Year quarter following the Plan Year quarter during which such Basic Contributions were made.

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4.5. Allocation of Matching Contributions.

The Matching Contributions of an Employer for any month shall be considered allocated to the Members’ Matching Accounts for whom such contributions are made no later than the last day of the Plan Year for which they are made, as determined pursuant to Section 3.2, except as provided in Section 4.9.

4.6. Allocation of Company Retirement Contributions.

The Company Retirement Contributions of an Employer for any month shall be allocated as of the date such contribution is received by the Trust to the IAR Accounts of the Members for whom such contribution is made.

4.7. Allocation of Profit Sharing Contributions.

The Profit Sharing Contribution of an Employer for any Plan Year shall be allocated as of the date such contribution is received by the Trust to the Profit Sharing Accounts of the Profit Sharing Members for whom such contribution is made.

4.8. Allocation of Retirement Contributions.

The Retirement Contribution of an Employer for any payroll period shall be allocated as of the date such contribution is received by the Trust to the Retirement Accounts of the Retirement Contributions Members for whom such contribution is made.

4.9. Crediting of Contributions.

Subject to the provisions of Article VII, contributions made to the Plan shall be credited to the Separate Accounts of a Member in the following manner:

(a) The amount of Basic Contributions made on behalf of a Member shall be credited to such Member’s Basic Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

(b) The amount of Matching Contributions allocated to a Member shall be credited to such Member’s Matching Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

(c) The amount of Company Retirement Contributions allocated to an IAR Member shall be credited to such Member’s IAR Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

(d) The amount of Profit Sharing Contributions allocated to a Profit Sharing Member shall be credited to such Member’s Profit Sharing Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

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(e) The amount of Retirement Contributions allocated to a Retirement Contributions Member shall be credited to such Member’s Retirement Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

4.10. Changes in Reduction and Deduction Authorizations.

Effective as of any payroll period, any Member who is eligible to make Basic Contributions under the Plan may suspend his Basic Contributions or change (a) the percentage of his Regular Compensation which is contributed as Basic Contributions or (b) the percentage of his Bonus Compensation which is contributed as Basic Contributions in accordance with the procedures and within the time period prescribed by the Plan Administrator.  Notwithstanding the foregoing, any Member who makes such change(s) shall be limited to the percentage of his Compensation that does not exceed the applicable limitations set forth in Section 3.1, and, if applicable, Section 3.6.  If the Committee determines that a reduction of Compensation deferral elections made pursuant to Sections 2.3, 3.1, and this Section 4.10 is necessary to insure that the restrictions set forth in Sections 3.1 or 16.3 are met for any Plan Year, the Committee may reduce the elections of affected Members on a temporary and prospective basis in such manner as the Committee shall determine.

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ARTICLE VDEPOSIT AND INVESTMENT OF CONTRIBUTIONS

5.1. Deposit of Contributions.

Any Basic Contributions of a Member which are credited to a Member’s Basic Account, any Matching Contributions which are credited to a Member’s Matching Account, any Company Retirement Contributions which are credited to an IAR Member’s IAR Account, any Profit Sharing Contributions which are credited to a Profit Sharing Member’s Profit Sharing Account, and any Retirement Contributions which are credited to a Retirement Contributions Member’s Retirement Account shall be deposited by the Trustee in such Fund or Funds selected by such Member in accordance with the provisions of Section 5.2.  The Trustee shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.

5.2. Investment of Accounts.

(a) Each Member shall designate, in accordance with the procedures established by the Committee, the manner in the amounts allocated to his Separate Accounts shall be invested from among the Funds made available from time to time by the Committee pursuant to Section 6.2.  A Member may designate one of such Funds for all of the contributions to his Separate Accounts, or he may split the investment of the amounts allocated to such Accounts among such Funds in such increments as the Committee may prescribe.  If permitted under and in accordance with the procedures established by the Committee from time to time, a Member may make designate that certain of his Separate Accounts be invested in different Funds than he has designated for the investment of his other Separate Accounts.  If a Member fails to make a designation of 100% of the contributions to his Separate Accounts, such nondesignated contributions shall be invested in the Fund or Funds designated by the Committee from time to time in a uniform and nondiscriminatory manner.

(b) A Member may change his investment designation for future contributions to be allocated to his Separate Accounts.  Any such change shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee.

(c) A Member or Inactive Member may convert his investment designation with respect to amounts already allocated to any of his Separate Accounts that are invested in one of the Funds; provided, however, that such conversion may be made only to one or more of those Funds made available by the Committee pursuant to Section 6.2.  Any such conversion shall be made in accordance with the procedures established by the Committee, and the frequency of such conversions may be limited by the Committee.  Notwithstanding the foregoing, periodic, reasonable opportunities occurring no less frequently than quarterly shall be provided to convert any amounts invested in the Company Stock Fund, and no restrictions or conditions shall apply with respect to any investment in the Company Stock Fund that does not apply with respect to the investment of other assets of the Plan except as otherwise permitted under Section 401(a)(35) of the Code and the regulations promulgated thereunder.

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5.3. Elimination of Funds.

Notwithstanding any provision in this Article V to the contrary, in the event any one or more of the Funds (other than the Company Stock Fund) is eliminated as an investment fund by the Committee, each Member and Inactive Member who has an investment election in effect that designates such investment fund for the investment of amounts allocated to such individual’s Separate Accounts, shall designate a continuing Fund or Funds made available under the Plan pursuant to Section 6.2 for the investment of such amounts; provided, however, that in the event such individual fails to make such a designation, such contributions or amounts shall be invested in a the Fund or Funds designated by the Committee in a uniform and nondiscriminatory manner.

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ARTICLE VIESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS

6.1. Investment Responsibility.

The Plan is intended to constitute a plan described in Section 404(c) of ERISA and DOL Regs. Section 2550.404c-1 and insofar as the Plan complies with said Section 404(c), Plan fiduciaries shall be relieved of liability for any losses which are the direct result of investment instructions given by Members, Inactive Members, and Beneficiaries.

6.2. Establishment and Maintenance of Funds.

The Committee shall cause at least three Funds to be established and maintained at all times. Each such Fund shall be diversified and shall have different risk and return characteristics from the other Funds.  Any Fund that invests primarily in investments with restrictions regarding Funds to which investment transfers may be made or to which a minimum investment period is applicable shall not be considered as one of such requisite three Funds.  The Funds established by the Committee pursuant to this Section 6.2 shall be in addition to the Company Stock Fund, which shall be established and maintained pursuant to Section 6.3.

6.3. Company Stock Fund.

A Company Stock Fund shall be established, and it is the express intention of the Company, as the settlor of the Plan, that it be maintained at all times under the Plan. The assets of the Company Stock Fund shall be invested by the Trustee solely in Company Stock; provided, however, that the Company Stock Fund may hold an amount of cash to the extent required in lieu of holding fractional shares of Company Stock.  The Trustee shall receive Company Stock from the Company or purchase Company Stock in the market.  The Company Stock Fund is mandated under the Plan as a matter of Plan design, and it is the express intention of the Company, as the settlor of the Plan, to afford Members, Inactive Members, Beneficiaries and alternate payees the opportunity to invest in Company Stock through their Separate Accounts under the Plan.  None of the Board, the Committee, the Company or any of its officers, directors or employees either encourages or discourages investment in the Company Stock Fund.  Members, Inactive Members, Beneficiaries and alternate payees should understand that the Company Stock Fund is only one of several Funds offered for the investment of Separate Accounts under the Plan and that they are free to invest in any Fund, and to determine, in their own discretion, whether or not to invest in any Fund (including, without limitation, the Company Stock Fund).  All Members, Inactive Members, Beneficiaries and alternate payees whose Separate Accounts are invested in the Company Stock Fund, or who are considering investing their Separate Accounts in the Company Stock Fund, should understand that:  (1) the Company Stock Fund represents the investment in the equity securities of a single company and, therefore, may be inherently subject to wider price swings, up and down and in shorter periods of time, than other Funds offered under the Plan, (2) the Company Stock Fund should be viewed as a long term investment option which will be maintained under the Plan indefinitely, and (3) the fiduciaries of the Plan will not override any instructions that Members, Inactive Members, Beneficiaries and alternate payees may provide requesting that all or part of their Separate Accounts be invested in the Company Stock Fund nor can they act to eliminate or otherwise restrict the inclusion of the Company Stock Fund as a Fund offered under the Plan.

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6.4. Income on Trust Funds.

Unless specifically provided otherwise in the Plan or the Trust Agreement, any dividends, interest, distributions, or other income received by the Trustee in respect of a Fund shall be reinvested by the Trustee in the Fund with respect to which such income was received by it.

6.5. Separate Accounts.

Each Member shall have established in his name Separate Accounts which shall be dependent upon the manner in which the assets of his Basic, Supplemental, Matching, IAR, Profit Sharing, Retirement and Rollover/Transfer Accounts are invested.

6.6. Voting of Company Stock in the Company Stock Fund.

Each Member or Beneficiary who has shares of Company Stock allocated to his Separate Accounts shall be a named fiduciary with respect to the voting of Company Stock held thereunder and shall have the following powers and responsibilities:

(a) Prior to each annual or special meeting of the shareholders of the Company, the Committee shall cause to be sent to each Member and Beneficiary who has Company Stock allocated to his Separate Accounts and invested in the Company Stock Fund under the Plan a copy of the proxy solicitation material therefor, together with a form requesting confidential voting instructions, with respect to the voting of such Company Stock as well as the voting of Company Stock for which the Trustee does not receive instructions.  Each such Member and/or Beneficiary shall instruct the Trustee to vote the number of such uninstructed shares of Company Stock equal to the proportion that the number of shares of Company Stock allocated to his Separate Accounts and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received.  Upon receipt of such a Member’s or Beneficiary’s instructions, the Trustee shall then vote in person, or by proxy, such shares of Company Stock as so instructed.

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(b) The Committee shall cause the Trustee to furnish to each Member and Beneficiary who has Company Stock allocated to his Separate Accounts and invested in the Company Stock Fund under the Plan notice of any tender or exchange offer for, or a request or invitation for tenders or exchanges  of, Company Stock made to the Trustee.  The Trustee shall request from each such Member and Beneficiary instructions as to the tendering or exchanging of Company Stock allocated to his Separate Accounts and invested in the Company Stock Fund and the tendering or exchanging of Company Stock for which the Trustee does not receive instructions.  Each such Member shall instruct the Trustee with respect to the tendering or exchanging of Company Stock for which the Trustee does not receive instructions.  Each such Member shall instruct the Trustee with respect to the tendering or exchanging of the number of such uninstructed shares of Company Stock equal to the proportion that the number of the shares of Company Stock allocated to his Separate Accounts and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received.  The Trustee shall provide Members and Beneficiaries with a reasonable period of time in which they may consider any such tender or exchange offer for, or request or invitation for tenders or exchanges of, Company Stock made to the Trustee.  Within the time specified by the Trustee, the Trustee shall tender or exchange such Company Stock as to which the Trustee has received instructions to tender or exchange from Members and Beneficiaries.

(c) Instructions received from Members and Beneficiaries by the Trustee regarding the voting, tendering, or exchanging of Company Stock shall be held in strictest confidence and shall not be divulged to any other person, including officers or employees of the Company, except as otherwise required by law, regulation or lawful process.

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ARTICLE VII
VESTING

7.1. Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

A Member shall be 100 percent vested in the balance of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

7.2. Vesting in Company Retirement and Profit Sharing and Retirement Contributions.

Effective as of January 1, 2007 and except as specified in an otherwise applicable Addendum with respect to an IAR Member’s vested interest in the balance of his IAR Account, each Member who is credited with an Hour of Service on or after such date shall be vested in the balance of his IAR Account, Profit Sharing Account and/or Retirement Account, as applicable, in accordance with the following schedule:

Years of Vesting Service	Vested Percentage
Less than 3	0%
3 or more	100%

Effective except as specified in an otherwise applicable Addendum with respect to an IAR Member’s vested interest in the balance of his IAR Account, a Member other than a Member who was credited with an Hour of Service on or after January 1, 2007 shall be vested in the balance of his IAR Account and/or Profit Sharing Account in accordance with the following schedule:

Years of Vesting Service	Vested Percentage
Less than 5	0%
5 or more	100%

Notwithstanding the foregoing, except as specified otherwise in an applicable Addendum, any IAR Member who was credited with three or more Years of Vesting Service as of May 1, 2003 (or, in the case of any Brookshire Union Employee who is an IAR Member, any such employee who was credited with three or more Years of Vesting Service as of December 31, 2004) but who was not credited with an Hour of Service on or after January 1, 2007 shall be vested in the balance of his IAR Account in accordance with the following vesting schedule:

Years of Vesting Service	Vested Percentage
3 years but less than 4 years	33%
4 years but less than 5 years	67%
5 years or more	100%

Notwithstanding the foregoing, upon the occurrence of one of the events hereinafter listed while a Member is an Employee, such Member shall be 100% vested in the balance of his IAR Account, Profit Sharing Account and/or Retirement Account, as applicable:

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(i) attainment of Retirement Age;

(ii) death;

(iii) Permanent and Total Disability;

(iv) the Member’s termination of employment with an Employer in connection with the closing of the Company’s worksite in Magnolia, Texas in May 2013; provided such Member’s primary work location immediately prior to his or her termination of employment was the Company’s worksite in Magnolia, Texas;

(v) the Member’s termination of employment with an Employer in connection with the closing of the Company’s worksite in Ponca City, Oklahoma from November 2013 through January 2014; provided such Member’s primary work location immediately prior to his or her termination of employment was the Company’s worksite in Ponca City, Oklahoma; or

(vi) the Member’s termination of employment with an Employer in connection with the closing of a worksite of the Company or a divestiture involving such worksite, provided that such Member’s primary work location immediately prior to his or her termination of employment was the worksite being closed or divested.

7.3. Forfeitures.

At the time a Member or Inactive Member terminates employment with the Company and its Controlled Entities prior to attaining Retirement Age for any reason other than Permanent and Total Disability or death, only his vested interest in his IAR Account, Profit Sharing Account and/or Retirement Account (as applicable) shall be distributable pursuant to the provisions of Sections 10.2, 10.3, and 10.4 and his unvested interest shall be governed by the following provisions.

(a) The unvested portion of such a Member’s IAR Account, Profit Sharing Account and/or Retirement Account (as applicable) shall be forfeited at the earliest of the following:

(i) the date on which the Member’s entire vested interest in his IAR Account, Profit Sharing Account and/or Retirement Account (as applicable) is distributed in a single sum or is considered distributed under paragraph (c) below; or

(ii) with respect to the unvested portion of the Member’s IAR Account, the end of the fifth consecutive Break in Service, or, with respect to the unvested portion of the Member’s Profit Sharing Account and/or Retirement Account (as applicable), the date such Member completes a Period of Severance of five consecutive years; or

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(iii) the date of the Member’s death.

(b) Forfeitures from IAR Accounts shall be applied against the Employer’s next contribution obligation with respect to Company Retirement Contributions under the Plan.  Forfeitures from Profit Sharing Accounts shall be applied against the Employer’s next contribution obligation (if any) with respect to Profit Sharing Contributions or, if none, against the Employer’s next contribution obligation with respect to Retirement Contributions under the Plan.  Forfeitures from Retirement Accounts shall be applied against the Employer’s next contribution obligation with respect to Retirement Contributions under the Plan.

(c) A zero vested balance of a Member or Inactive Member shall be treated as though it were distributed immediately when employment terminates.

(d) If a Member or Inactive Member is reemployed prior to five consecutive Breaks in Service but after a forfeiture under paragraph (a) above because of an imputed or full distribution, the forfeited amount(s), unadjusted for interim gains or losses, shall be subject to restoration under paragraphs (f) and (g).  No restoration shall occur, if reemployment occurs after five consecutive Breaks in Service (in the case of amounts forfeited from such Member’s IAR Account) or if reemployment occurs after the Member completes a Period of Severance of five consecutive years (in the case of amounts forfeited from such Member’s Profit Sharing Account and/or Retirement Account, as applicable).  Further, no restoration shall occur if repayment does not occur under paragraph (g).

(e) If a Member or Inactive Member who is not 100% vested in his IAR Account receives a distribution of the vested portion of his IAR Account prior to incurring five consecutive Breaks in Service with the exception of distributions under paragraph (a)(i), (a)(iii), or (c) above, the vested portion of his IAR Account at any time prior to five consecutive Breaks in Service shall not be less than an amount (X) determined in the following manner:  X = P(AB + D) - D.  For purposes hereof, P is the vested percentage applicable to such Account at the relevant time; AB is the balance of such Account at the relevant time; and D is the amount of distributions from such Account.

(f) Amount(s) subject to restoration under paragraph (d) shall be credited to the Member’s IAR Account, Profit Sharing Account and/or Retirement Account (as applicable) upon reemployment and shall be made from the assets of a special contribution of the Company which shall not constitute an “annual addition” within the meaning of Section 415 of the Code.

(g) A reemployed Member who is rehired under the conditions set forth in paragraph (d) may repay the full amount previously distributed from his partially vested IAR Account, Profit Sharing Account and/or Retirement Account (as applicable) as follows:

(1) Repayment shall be made in a single sum.

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(2) Repayment may only be made while the Member remains employed and may not be made later than five years after reemployment.

(3) Repayment cannot be made in whole or in part by rollover from another plan or individual retirement account.

7.4. Election of Former Vesting Schedule.

In the event the Committee adopts an amendment to the Plan that directly or indirectly affects the computation of a Member’s nonforfeitable interest in his Matching Account, IAR Account, Profit Sharing Account and/or Retirement Account (as applicable), any Member who is credited with three or more years of Vesting Service shall have a right to have his nonforfeitable interest in such account as of the effective date of the amendment continue to be determined under the vesting schedule in effect prior to such amendment rather than under the new vesting schedule, unless the nonforfeitable interest of such Member in such account under the Plan, as amended, at any time is not less than such account interest determined without regard to such amendment.  A Member shall exercise such right by giving written notice of his exercise thereof to the Committee within 60 days after the latest of (i) the date he received notice of such amendment from the Committee, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.  Notwithstanding the foregoing provisions of this Section 7.4, the vested interest of each Member on the effective date of such amendment shall not be less than his vested interest under the Plan through the later of the effective date or the date the Plan amendment is adopted.

7.5. Vesting Service.

Vesting Service shall be credited to a Member in accordance with the following provisions:

(a) Vesting Service Prior to the Effective Date.  For the period preceding the Effective Date, an individual shall be credited with Vesting Service in an amount equal to all service credited to him for vesting purposes under the Plan as it existed on the day prior to the Effective Date.

(b) Vesting Service on and after the Effective Date.  Subject to the provisions of Sections 7.7 and 7.8, for each Plan Year beginning on or after the Effective Date, for purposes of determining an IAR Member’s Vested Interest in his IAR Account, an IAR Member shall be credited with a year of Vesting Service for each Plan Year on and after such date for which he is credited with at least 1,000 Hours of Service; provided, however, that if he is credited with less than 1,000 Hours of Service for any such Plan Year, he shall not be credited with a partial year of Vesting Service or such Plan Year.  Subject to the provisions of Sections 7.7 and 7.8, for each Plan Year beginning on or after the Effective Date, for purposes of determining a Profit Sharing Member’s vested interest in his Profit Sharing Account and a Retirement Contributions Member’s vested interest in his Retirement Account, each such Member shall be credited with Vesting Service in an amount equal to his aggregate Periods of Service whether or not such Periods of Service are completed consecutively and regardless of when completed.  Notwithstanding anything to the contrary in the preceding sentence, (1) if a Member terminates his Service (at a time other than during a leave of absence) and subsequently resumes his Service, if his Reemployment Date is within twelve months of his Severance Date, such Period of Severance shall be treated as a Period of Service for purposes of this Section, and (2) if a Member terminates his Service during a leave of absence and subsequently resumes his Service, if his Reemployment Date is within twelve months of the beginning of such leave of absence, such Period of Severance shall be treated as a Period of Service for purposes of the preceding sentence.

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(c) Vesting Service With Petreco Affiliates.  For the period preceding March 20, 2004, each Eligible Employee who was employed by Petreco International, Inc. prior to such date shall be credited with years of Vesting Service for purposes of the Plan equal to the Periods of Service he would have been credited under the Plan as if Petreco International, Inc. and its affiliates and predecessors were Employers under the Plan during such period and as if the Plan counted Vesting Service based on Periods of Service (rather than Hours of Service) during such entire period.

(d) Vesting Service With Prime Measurement Affiliates.  For the period preceding March 21, 2007, each Eligible Employee who was employed by Prime Measurement Products, L.L.C. prior to such date shall be credited with years of Vesting Service for purposes of the Plan equal to the Periods of Service he would have been credited under the Plan as if Prime Measurement Products, L.L.C. and its affiliates and predecessors were Employers under the Plan during such period and as if the Plan counted Vesting Service based on Periods of Service (rather than Hours of Service) during such entire period.

7.6. Transfers.

Notwithstanding the provisions of Section 7.1, years of Vesting Service credited to a person shall be subject to the following:

(a) Any person who transfers or re-transfers to employment with an Employer as an Eligible Employee directly from other employment (i) with the Employer in a capacity other than as an Employee or (ii) with a Controlled Entity, shall be credited with years of Vesting Service, for such other employment as if such other employment were employment with an Employer as an Eligible Employee for the entire period of employment.

(b) Any person who transfers from employment with an Employer as an Eligible Employee directly to other employment (i) with an Employer in a capacity other than as an Eligible Employee or (ii) with a Controlled Entity, shall be deemed by such transfer not to lose his credited years of Vesting Service, and shall be deemed not to retire or otherwise terminate his employment until such time as he is no longer in the employment of a Controlled Entity, at which time he shall become entitled to benefits, if he is otherwise eligible therefor under the provisions of the Plan; provided, however, that up to such time he shall receive credit for years of Vesting Service for such other employment as if such other employment were employment with the Employer as an Eligible Employee.

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(c) Any person who is a “Transferred Employee” as defined in an Addendum shall be credited with years of Vesting Service in accordance with the terms of the Addendum.

7.7. Loss and Reinstatement of Years of Vesting Service.

Except as otherwise specifically provided in this Section 7.7, an IAR Member’s years of Vesting Service to be taken into account in determining his vested interest in his IAR Account shall be lost if he retires or if his employment with an Employer and its Controlled Entities terminates for any other reason and, if he thereafter returns to employment as an Eligible Employee, he shall be treated for Plan purposes as a new Eligible Employee.  Notwithstanding the foregoing provisions, a retired or former IAR Member who returns to employment with an Employer or a Controlled Entity shall be reinstated with the years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment if:

(a) he was eligible for a benefit from his IAR Account or he had an amount greater than zero credited to his Basic Account, his Matching Account, or his Supplemental Account at the time of his previous retirement or other termination of employment, or

(b) he terminated his employment before satisfying the conditions of eligibility for a benefit from his IAR Account and with no amount then credited to his Basic Account, his Matching Account, or his Supplemental Account and the number of his consecutive one-year Breaks in Service is less than five or the aggregate number of his years of Vesting Service at the time of such prior termination of employment was greater than the number of his consecutive one-year Breaks in Service (the aggregate number of years of Vesting Service not to include any years of Vesting Service not required to be taken into account due to previous Breaks in Service); provided, however, that if he should return to employment with an Employer or a Controlled Entity in a capacity other than as an Eligible Employee, his period of employment shall be treated for purposes of the Plan in accordance with the provisions of Section 7.6(b).

Except as otherwise specifically provided in this Section 7.7, a Profit Sharing Member’s and Retirement Contributions Member’s years of Vesting Service to be taken into account in determining his vested interest in his Profit Sharing Account and/or Retirement Account shall be lost if he retires or if his employment with an Employer and its Controlled Entities terminates for any other reason and, if he thereafter returns to employment as an Eligible Employee, he shall be treated for Plan purposes as a new Eligible Employee.  Notwithstanding the foregoing provisions, a retired or former Profit Sharing Member or Retirement Contributions Member who returns to employment with an Employer or a Controlled Entity shall be reinstated with the years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment if:

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(a) he was eligible for a benefit from his Profit Sharing Account or Retirement Account, as applicable, or he had an amount greater than zero credited to his Basic Account, his Matching Account, or his Supplemental Accounts at the time of his previous retirement or other termination of employment, or

(b) he terminated his employment before satisfying the conditions of eligibility for a benefit from his Profit Sharing Account or Retirement Account, as applicable, and with no amount then credited to his Basic Account, his Matching Account, or his Supplemental Account and he is reemployed by an Employer or a Controlled Entity before he incurs a Period of Severance that equals or exceeds the greater of five years or his aggregate Period of Service completed before such Period of Severance.

Years of Vesting Service which are reinstated under this Section 7.7 shall be reinstated in accordance with and subject to all applicable provisions of the Plan with respect to reemployment.

7.8. Prior Plan Vesting Rights.

A Member or an Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer shall have the additional vesting rights, if any, as specified in an Addendum.

7.9. Finality of Determinations.

Notwithstanding anything to the contrary contained in this Article VII, there shall be no duplication of years of Vesting Service credited to an Employee for any one period of his employment with an Employer or a Controlled Entity.  All determinations with respect to the crediting of years of Vesting Service under the Plan shall be made on the basis of the records of the Employers, and all determinations so made shall be final and conclusive upon Eligible Employees, former Eligible Employees, and all other persons claiming a benefit interest under the Plan.  In addition, the Committee shall have the exclusive responsibility with respect to determining the amount of Basic, Matching, Company Retirement, Retirement and Profit Sharing Contributions, and any adjustment thereto to comply with the terms of the Plan or the Code.  A determination so made shall be final and conclusive upon the Employer, all Members, and Beneficiaries.

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ARTICLE VIII
WITHDRAWALS WHILE EMPLOYED

8.1. Withdrawals Prior to Age 59½.

Subject to the provisions in this Section 8.1, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has not attained age 59½, may:

(a) file a written request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Separate Accounts attributable to Basic, Rollover, Supplemental and Transferred Contributions.  Such withdrawal shall be permitted only if (i) the reason for the withdrawal is to enable the Member to meet an immediate and heavy financial need which meets the requirements of Section 401(k) of the Code and regulations thereunder and which cannot be reasonably relieved from other sources, including but not limited to sources outside the Plan and all other accounts and available nontaxable loans under the Plan; provided, however, that a Member shall not be required to take actions that would have the effect of increasing the amount of the need or to take commercial loans that are not available on reasonable commercial terms, and (ii) would not exceed the lesser of the balance of such Separate Accounts or the amount required to meet the need for which the withdrawal is requested.  The amount required to meet the immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.  If the Committee approves such request, such withdrawal shall be made from a Member’s Separate Accounts in accordance with procedures established by the Committee.  A withdrawal shall be deemed to be made on account of an immediate and heavy financial need of a Member if the withdrawal is for:

(1) Expenses for medical care described in Section 213(d) of the Code previously incurred by the Member, the Member’s spouse, or any dependents of the Member (as defined in Section 152 of the Code and, for taxable years beginning on or after January 1, 2005, determined without regard to Section 152(b)(1), (b)(2), or (d)(1)(B) of the Code) or necessary for those persons to obtain medical care described in Section 213(d) of the Code and not reimbursed or reimbursable by insurance, determined without regard to whether such expenses exceed 7.5% of adjusted gross income;

(2) Costs directly related to the purchase of a principal residence of the Member (excluding mortgage payments);

(3) Payment of tuition and related educational fees, and room and board expenses, for the next twelve months of post-secondary education for the Member or the Member’s spouse, children, or dependents (as defined in Section 152 of the Code and, for taxable years beginning on or after January 1, 2005, determined without regard to Section 152(b)(1), (b)(2), or (d)(1)(B) of the Code);

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(4) Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the Member’s principal residence; or

(5) Payments for burial or funeral expenses for the Member’s deceased parent, spouse, children or dependents (as defined in Section 152 of the Code and, for taxable years beginning on or after January 1, 2005, without regard to Section 152(d)(1)(B) of the Code);

(6) Expenses for the repair of damage to the Member’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceed 10% of the Member’s adjusted gross income); or

(7) Such other financial needs that the Commissioner of Internal Revenue may deem to be immediate and heavy financial needs through the publication of revenue rulings, notices, and other documents of general applicability.

The above notwithstanding, withdrawals under this Paragraph from a Member’s Basic Account shall be limited to the sum of the Member’s Basic Contributions to the Plan, plus income allocable thereto and credited to the Member’s Basic Account as of the Valuation Date coincident with or next preceding December 31, 1988, less any previous withdrawals of such amounts.

(b) file a request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Supplemental Account.

(c) file a request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of his Rollover Contributions (along with any earnings and net of any losses attributable thereto).

8.2. Withdrawals After Age 59½.

Subject to the provisions of this Section 8.2, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has attained  at least age 59½, may file a written request with his Employer in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Separate Accounts; provided, however, that such a Member may request a withdrawal of amounts credited to his Separate Accounts only to the extent of his vested interest in such amounts, as determined in accordance with Section 7.2.  A withdrawal made pursuant to this Section 8.2 shall be made from a Member’s or Inactive Member’s Separate Accounts as elected by such Member or Inactive Member.

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8.3. Form of Withdrawals.

All withdrawals made from Separate Accounts invested in the Funds, other than the Company Stock Fund, shall be in the form of cash.  All withdrawals made from Separate Accounts invested in the Company Stock Fund shall be in the form of Company Stock or cash, as elected by the Member; provided, however, that the value of any fractional shares of Company Stock shall be distributed in the form of cash.  Any withdrawal hereunder which constitutes an Eligible Rollover Distribution shall be subject to the direct rollover election described in Section 10.9.

8.4. Withdrawals of Prior Plan Amounts.

In addition to all other withdrawal rights available pursuant to this Article VIII, a Member or an Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer and who is receiving compensation from a Controlled Entity and shall have the additional withdrawal rights, if any, as specified in an Addendum.

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ARTICLE IXLOANS

9.1. Eligibility for Loan.

Upon application by (1) any Member who (a) is on the United States payroll of the Employer and (b) is receiving compensation other than severance pay from a Controlled Entity, or (2) any Member (x) who is a party-in-interest, as that term is defined in section 3(14) of ERISA, as to the Plan, (y) who is no longer employed by the Employer, who is a beneficiary of a deceased Member, or who is an alternate payee under a qualified domestic relations order, as that term is defined in section 414(p)(8) of the Code, and (z) who retains a balance in his Separate Account under the Plan (an individual who is eligible to apply for a loan under this Article being hereinafter referred to as a “Member”), the Committee may in its discretion direct the Trustee to make a loan or loans to such Member provided that such Member has not had an outstanding loan from the Plan for at least one month and provided further that a loan from the Plan to such Member is not prohibited by applicable law.  Such loans shall be made pursuant to the provisions of the Plan’s written loan procedure, as adopted and amended from time to time by the Committee, which procedure is hereby incorporated by reference as a part of the Plan.

9.2. Maximum Loan.

(a) A loan to a Member may not exceed 50% of the nonforfeitable balance of such Member’s Separate Accounts (excluding his IAR Account, Profit Sharing Account and/or Retirement Account).

(b) Paragraph (a) above to the contrary notwithstanding, the amount of a loan made to a Member under this Article shall not exceed an amount equal to the difference between:

(i) The lesser of $50,000 (reduced by the excess, if any, of (A) the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which the loan is made over (B) the outstanding balance of loans from the Plan on the date on which the loan is made) or one-half of the present value of the Member’s total nonforfeitable accrued benefit under all qualified plans of the Employer or a Controlled Entity; minus

(ii) The total outstanding loan balance of the Member under all other loans from all qualified plans of the Employer or a Controlled Entity.

(c) A Member may not pledge his IAR Account as security for a loan pursuant to this Article.

9.3. Operation of Article.

The provisions of this Article shall be applicable to loans granted on or renewed on or after the Effective Date.  Loans granted or renewed on or prior to such date shall be governed by the provisions of the Plan as in effect prior to such date.

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ARTICLE X
DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT

10.1. Eligibility for Distribution.

Upon termination of employment with the Controlled Entities, each Member and Inactive Member shall be entitled to receive the entire interest of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts and the vested interest of his IAR Account, Profit Sharing Account, and/or Retirement Account, if any, in accordance with his provisions of Sections 10.2 and 10.3.  Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon “termination of employment,” a Member’s vested interest in his Separate Accounts shall be distributed on account of the Member’s “severance from employment” as such term is used in Section 401(k)(2)(B)(i)(I) of the Code.  If a Member’s employment status changes from that of a common law employee of the Employer to a Leased Employee, such Participant shall not be deemed to have a “severance from employment” and, therefore, will not be eligible for a distribution under the Plan as a result of such employment status change.  Further, a Member’s deemed severance from employment pursuant to Section 414(u)(12)(B)(i) shall not be a “severance from employment” for purposes of this Section 10.1, and, therefore, such Member shall not be eligible for a distribution under the Plan as a result of such deemed severance. Notwithstanding any provision in the Plan to the contrary, a Member who transfers employment directly from an Employer to OneSubsea LLC or its affiliates without any intervening termination of employment shall not be entitled to a distribution under the Plan as a result of such transfer even if such transfer would otherwise be a ‘severance of employment’ under the Plan.

10.2. Distribution of Separate Accounts.

Subject to the provisions of Section 10.3, the Committee shall direct the Trustee to make distribution to a Member or Inactive Member, who becomes eligible to receive the vested interest of his Separate Accounts pursuant to the provisions of Section 10.1 in the manner hereinafter set forth.

(a.1) Distributions of $1,000 or Less.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is $1,000 or less (or $5,000 or less in the case of a distribution after a Member’s death), distribution thereof shall be made to such a Member (or his Beneficiary, as applicable) as soon as practicable in a single sum payment.

(a.2) Distributions of More than $1,000 But Not More Than $5,000.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is more than $1,000 but not more than $5,000, such Member may elect to receive distribution of such Accounts as soon as practicable in a single sum payment at any time prior to attainment of age 70½; provided, however, distribution after a Member’s death may be made without consent pursuant to Section 10.2(a.1) if the value of the vested interest in his Account(s) is $5,000 or less.  Such election may be made without the consent of such Member’s spouse, if any.  In the event of a distribution pursuant to this Section 10.2(a.2), if the Member does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a direct rollover in accordance with Section 10.9 or to receive the distribution directly in accordance with this Section 10.2(a.2), then the Plan Administrator will direct the Trustee to pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator.

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(b) Distributions of Over $5,000.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is in excess of $5,000 such Member may elect to receive distribution of his Separate Accounts in a single sum payment at any time prior to attainment of age 70½.  No less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than 180 days before the date a Member’s Plan interest is to be distributable to him, the Committee shall inform the Member of his right to defer the distribution of his benefit and shall describe the Member’s Eligible Rollover Distribution election rights pursuant to Section 10.9.  Such information shall also describe for the Member the consequences of failing to defer the distribution of his Plan interest.  Notwithstanding the foregoing, no such distribution may be made to a Member or Inactive Member prior to Retirement Age, unless such Member and, in the case of an IAR Member (or Member who was at any time an IAR Member), his spouse consent in writing to such distribution.  In the event that the vested interest of an IAR Member in his IAR Account is in excess of $5,000, such IAR Member may elect to receive distribution of his IAR Account in a single sum payment at any time prior to attainment of age 70½; provided, however, that such IAR Member waives distribution of the standard form of benefit set forth below in paragraphs (1) and (2) of this Section 10.2(b) and if such Member is married, his spouse consents in writing to such election and waiver and such consent acknowledges the effect of such action and is witnessed by a notary public or a Plan representative, unless a Plan representative finds that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder.  If the Separate Accounts of such a Member are not distributed pursuant to the foregoing provisions, such Separate Accounts shall be distributed with his IAR Account in the following manner:

(1) Married IAR Members.  The standard form of benefit payment of an IAR Account for any IAR Member who is married on the date his Plan interest is to be distributable to him under the provisions of Section 10.1 and the foregoing provisions of Section 10.2(b) shall be a 50 percent joint and survivor annuity.  Such joint and survivor annuity shall be a commercial annuity which is payable for the life of the IAR Member with a survivor annuity for the life of the IAR Member’s surviving spouse equal to 50 percent of the amount of the annuity payable during the joint lives of the IAR Member and such IAR Member’s surviving spouse.  The standard joint and survivor annuity shall be paid automatically as provided hereunder unless the IAR Member elects to receive his benefit payments in another form during the election period described in Section 10.2(b)(4)(iii); provided, however, that if distribution is to be made prior to Retirement Age, it shall be made only with the consent of the IAR Member and his spouse, if any; provided further that the IAR Member’s spouse consents in writing to such election and the time of benefit commencement thereof pursuant to the provisions of Section 10.2(b)(5).  Any such election may be revoked and subsequent elections may be made, or revoked, at any time during such election period.  If the IAR Member has elected not to receive the standard joint and survivor annuity as provided herein, such IAR Member’s benefit shall be paid in one of the benefit payment forms under Section 10.2(b)(3), as selected by such IAR Member.

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(2) Unmarried IAR Members.  The standard form of benefit payment of an IAR Account for any IAR Member who is not married on the date his Plan interest is to be distributable to him under the provisions of Section 10.1 and the foregoing provisions of Section 10.2(b), shall be a single life annuity under Section 10.2(b)(3)(i), unless such IAR Member selects another benefit payment form provided in Section 10.2(b)(3); provided, however, that if distribution is to be made prior to Retirement Age, it shall be made only with the consent of the IAR Member.

(3) Optional Forms.  Subject to the provisions of paragraphs (a) and (b) of this Section 10.2(b), an IAR Member may elect to receive his Separate Account in one of the following forms:

(i) A commercial annuity in the form of a single life annuity for the life of such IAR Member;

(ii) A commercial annuity in the form of a single life cash refund annuity;

(iii) A commercial annuity for a term certain of ten years and continuous for the life of the IAR Member if he survives such term certain;

(iv) A commercial annuity payable for the life of such Member with a survivor annuity for the life of his Beneficiary which shall be equal to 50 percent, 75 percent, or 100 percent of the annuity payable during the joint lives of the IAR Member and such IAR Member’s Beneficiary; or

(v) A lump sum payment regardless of age.

(4) Notwithstanding the foregoing provisions of this Section 10.2(b), the following additional requirements must be satisfied in order for a benefit to be paid pursuant to Section 10.2(b)(3):

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(i) The benefit payment form described in Section 10.2(b)(3) above shall only be available if the present value of the total payments actuarially expected to be made to the IAR Member shall be more than 50 percent of the present value of the total payments actuarially expected to be made to the IAR Member and his Beneficiary.

(ii) The form of payment to the IAR Member or to the IAR Member and his Beneficiary must be payable over a period of time which does not exceed the longer of the life expectancy of the IAR Member, or the joint and last survivor life expectancy of the IAR Member and his Beneficiary.

(iii) Subject to the provisions of Section 10.2(b)(5) with respect to any election described in Section 10.2(b)(3), the Committee shall furnish certain information, pertinent to such election, to each IAR Member no less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than 180 days before his Annuity Starting Date.  The furnished information shall include an explanation of (1) the terms and conditions of the joint and survivor annuity, (2) the IAR Member’s right to waive the standard joint and survivor annuity and the effect of such election, (3) the rights of the IAR Member’s spouse, if any, (4) the right to revoke such election and the effect of such revocation, (5) a general description of the eligibility conditions and other material features of the alternative forms of benefit available pursuant to Section 10.2(b)(3), and (6) sufficient additional information to explain the relative values of such alternative forms of benefit.  The period during which an IAR Member may make or revoke such election shall be the 180 day period ending on such IAR Member’s Annuity Starting Date provided that such Election may also be revoked at any time prior to the expiration of the seven-day period that begins the day after the information required to be furnished to the IAR Member.

(5) In the event a benefit is subject to payment under the standard joint and survivor annuity form set forth in Section 10.2(b)(1) and such IAR Member elects another form of benefit payment which will not provide his spouse with a lifetime survivor annuity which is at least 50 percent of the amount of the annuity payable during the joint lives of the IAR Member and the spouse, such benefit shall be paid in such form only if such IAR Member’s spouse consents the form and time thereof in writing.  Any spousal consent given pursuant to this provision shall acknowledge the effect of such form and time of payment and shall be witnessed by a Plan representative or a notary public, unless a Plan representative finds that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder.

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(c) Disregard of Rollover Contributions for Valuation of Involuntary Cash Outs in Certain Cases.  For purposes of application of the $5,000 threshold of Sections 10.2(a.1), 10.2(a.2), 10.2(b), 11.5(f), and 12.5, the value of a Member’s vested interest in his Separate Accounts shall be determined without regard to that portion of such accounts which is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code.  If the value of a Member’s Separate Accounts as so determined is $5,000 or less, the Member’s entire nonforfeitable account balance (including amounts attributable to such Rollover Contributions) shall be distributable pursuant to an election under Section 10.2(a.2) or distributed pursuant to Section 10.2(a.1), 11.5(f) or 12.5, as applicable.

10.3. Form of Distribution.

Unless the Member or Inactive Member otherwise elects (or is deemed to elect otherwise because the present value of such Member’s nonforfeitable benefit exceeds $5,000 and he fails to consent to a distribution while his benefit is immediately distributable within the  meaning of Treasury Regulations), the payment of benefits under the Plan to such Member shall begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

(i) The date on which such Member attains age 65;

(ii) The tenth anniversary of the date on which such Member commenced participation in the Plan; and

(iii) The date on which such Member terminates service with the Controlled entities.

All single sum distributions shall be made in cash; provided, however, a Member (or, if authorized by the Member, his designated beneficiary or legal representative in the case of a deceased Member), may elect to have the portion of his Accounts that is then invested in the Company Stock Fund distributed in whole shares of Company Stock, with any partial shares to be distributed in cash.

10.4. Limitation on Commencement of Distribution.

Notwithstanding any provision in the Plan to the contrary, all distributions required under this Article X shall be determined and made in accordance with the regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirements of Section 1.401(a)(9)-2 of the regulations.  Accordingly, the entire interest of a Member or Inactive Member in his Separate Accounts must be distributed, or must begin to be distributed, no later than such Member’s Mandatory Distribution Date.  The Mandatory Distribution Date of a Member or Inactive Member shall be determined as follows:

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(i) The Mandatory Distribution Date of such a Member who attains age 70½ on or after January 1, 1988, but prior to January 1, 1999, shall be April 1, 1990, or the first day of April following the calendar year in which such Member attains age 70½, whichever is later.

(ii) The Mandatory Distribution Date of such a Member who attains age 70½ on or after January 1, 1999, shall be the first day of April of the calendar year following the later of (A) the calendar year in which such Member attains age 70½ or (B) the calendar year in which such Member terminates his employment with the Employer (provided, however, that Clause (B) of this sentence shall not apply in the case of a Member who is a “five-percent Owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains age 70½).

(iii) The Mandatory Distribution Date of such a Member who has attained age 70½ before January 1, 1988, shall be the first day of April of the calendar year following the calendar year in which the later of such Member’s termination of employment or attainment of age 70½ occurs.

(iv) The Mandatory Distribution Date of a Member who dies before another Mandatory Distribution Date shall be (A) if payable to other than the Member’s spouse, the last day of the one-year period following the death of such Member or (B) if payable to the Member’s spouse, after the date upon which such Member would have attained age 70-1/2, unless such surviving spouse dies before payments commence, in which case the Mandatory Distribution Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.

A Member (other than a Member who is a “five-percent owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains the age 70½) who attains age 70½ in calendar year 1998 or 1999 may elect to defer his Mandatory Disbursement Date until no later than April 1 of the calendar year following the later of (A) the calendar year in which such Member attains the age 70½ or (B) the calendar year in which such Member terminates his employment with the Company, provided, that such election is made by the end of the calendar year in which such Member attains age 70½.

Minimum distributions shall be determined in accordance with Section 10.12.

10.5. Restriction on Alienation.

Except as provided in Sections 401(a)(13)(B) and 414(p) of the Code relating to qualified domestic relations orders, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process.  No person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate, or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

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10.6. Payments to Incompetents or Minors.

In the event that it shall be found that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, or is a minor, such amount (unless prior claim therefor shall have been made a duly qualified guardian or other legal representative) may, in the discretion of the Committee, be paid to a duly appointed guardian or to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual.  The Trustee shall make such payment only upon receipt of written instructions to such effect from the Committee.  Any such payment shall be charged to the Separate Accounts from which any such payment would otherwise have been paid to the individual found to be a minor or incapable of attending to his financial affairs and shall be a complete discharge or any liability therefor under the Plan.

10.7. Commercial Annuities.

In any case where a benefit payable under the Plan is to be paid in the form of a commercial annuity, a commercial annuity contract shall be purchased and distributed to the Member, Inactive Member, or Beneficiary, as the case may be.  Upon the distribution of any such contract, the Plan shall have no further liability with respect to the amount used to purchase the annuity contract and the company issuing such contract shall be solely responsible to the recipient of the contract for the annuity payments thereunder.  All certificates for commercial annuity benefits shall be non-transferable, and no benefit thereunder may be sold, assigned, discounted, or pledged.  Any commercial annuity purchased under the Plan shall contain such terms and provisions as may be necessary to satisfy the requirements under the Plan.

10.8. Actuarial Equivalency.

With respect to any benefit payment pursuant to the Plan, whichever form of payment is selected, the value of such benefit shall be the actuarial equivalent of the value of the vested balance of the Separate Accounts to which the particular Member, Inactive Member, or Beneficiary, as the case may be, is entitled.

10.9. Eligible Rollover Distributions.

Each Member and Beneficiary who receives an Eligible Rollover Distribution may elect in the time and in a manner prescribed by the Committee to have all or any portion of such Eligible Rollover Distribution transferred to an Eligible Retirement Plan; provided, however, that only one such transfer may be made with respect to an Eligible Rollover distribution to an Eligible Retirement Plan.  Notwithstanding the foregoing, the Member may elect, after receiving the notice required under Section 402(f) of the Code, to receive such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such Member is issued such notice; provided that the Member or Beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing.

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10.10. Deferral of Payments.

Subject to the provisions of Section 10.4, but notwithstanding the provisions of any other Section of the Plan to the contrary, a Member whose Plan interest is determined to have a present value more than $1,000 (or more than $5,000 in the case of a deceased Member) shall not receive payment of such interest prior to the later of normal retirement age or age 62, unless consented to by the Member in writing.

10.11. Lost or Missing Members or Beneficiaries.

In the case of a benefit payable on behalf of a Member, if the Committee is unable to locate the Member or beneficiary to whom such benefit is payable, upon the Committee’s determination thereof, such benefit shall be forfeited.  Notwithstanding the foregoing, if subsequent to any such forfeiture the Member or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan in the manner provided in Section 7.3.

10.12. Minimum Distribution Requirements.

(a) The provisions of this Section 10.12 will take precedence over any inconsistent provisions of the Plan.

(b) All distributions required under this Section 10.12 will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

(c) Notwithstanding the other provisions of this Section 10.12, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(d) The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date.  If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70½, if later.

(2) If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

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(4) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this Paragraph (disregarding item (1) above), will apply as if the surviving spouse were the Member.

For purposes of this Paragraph (d) and Paragraph (f) below, unless item (4) above applies, distributions are considered to begin on the Member’s Required Beginning Date. If item (4) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under item (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under item (1) above), the date distributions are considered to begin is the date distributions actually commence.  Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Paragraphs (e) and (f) of this Section 10.12, whichever is applicable. If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

(e) During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(1) the quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

(2) if the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the Distribution Calendar Year.

Required minimum distributions will be determined under this Paragraph (e) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

(f) If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

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(1) The Member’s remaining Life Expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(2) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year.  For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(3) If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(g) If the Member dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in item (1), (2) or (3) of Paragraph (f), whichever is applicable.  If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.  If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under item (1) of Paragraph (d), this Paragraph (g) will apply as if the surviving spouse were the Member.  Notwithstanding the foregoing, if the Member dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Paragraph (d) above but the Member’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member’s death. If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to either the Member or the surviving spouse begin, this Paragraph will apply as if the surviving spouse were the Member.

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(h) For purposes of this Section 10.12, the following terms and phrases shall have these respective meanings:

(1) Designated Beneficiary:  The individual who is designated as a Member’s beneficiary under Section 11.1 of the Plan and is a Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

(2) Distribution Calendar Year:  A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Paragraph (d).  The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(3) Life Expectancy.  Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

(4) Member’s Account Balance.  The balance in a Member’s Accounts as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Member’s Accounts as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. A Member’s Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

(5) Requiring Beginning Date.  With respect to a Member or beneficiary, the date described in Section 10.4 of the Plan.

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(i) Notwithstanding this Section 10.12 of the Plan, a Member or beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Section 401(a)(9)(H) of the Code (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Member, the joint lives (or joint life expectancy) of the Member and the Member’s designated beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the Member or beneficiary chooses to receive such distributions.  Members and beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence.  In addition, notwithstanding the first paragraph of Section 1.1(28) of the Plan, and solely for purposes of applying the direct rollover provisions of the Plan, certain additional distributions in 2009 will be treated as eligible rollover distributions.

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ARTICLE XIBENEFICIARIES AND DEATH BENEFITS

11.1. Designation of Beneficiary.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest under the Plan, the spouse, if any, of such Member shall be his Beneficiary and receive distribution of his remaining interest in accordance with the provisions of Section 11.4; provided, however, that a Member or Inactive Member, may designate a person or persons other than his spouse as his Beneficiary if the requirements of Section 11.3 are met.

11.2. Beneficiary in the Absence of Designated Beneficiary.

If a Member or Inactive Member who dies does not have a surviving spouse and if no Beneficiary has been designated pursuant to the provisions of Section 11.1, or if no Beneficiary survives such Member, then the Beneficiary shall be the estate of such Member.  If any Beneficiary designated pursuant to Section 11.1 dies after becoming entitled to receive distribution hereunder and before such distributions are made in full, and if no other person or persons have been designated to receive the balance of such distributions upon the happening of such contingency, the estate of such deceased Beneficiary shall become the Beneficiary as to such balance.

11.3. Spousal Consent to Beneficiary Designation.

An election to designate a Beneficiary other than the spouse of such Member or Inactive Member shall not be effective unless (A) such spouse has consented thereto in writing and such consent (i) acknowledges the effect of such election, (ii) either consents to the specific designated beneficiary (which designation may not be subsequently changed by the Member or Inactive Member without spousal consent) or expressly permits such designation by the Member or Inactive Member without the requirement of further consent by the spouse, and (iii) is witnessed by a Plan representative (other than the Member, or Inactive Member, as applicable) or a notary public, or (B) the consent of such spouse cannot be obtained because the spouse cannot be located or because of other circumstances described by applicable Treasury regulations.  Any such consent by such spouse shall be irrevocable.

11.4. Death Benefits from Non-IAR Accounts.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest in the Plan, the Beneficiary of such Member shall receive distribution of such Member’s remaining interest in his Separate Accounts other than his IAR Account in a single sum to such Member’s Beneficiary, unless such Beneficiary elects to receive such interest with his IAR Account interest, if any, in the form of a single life annuity.

11.5. Death Benefits from IAR Accounts.

(a) The interest in the IAR Account of any deceased IAR Member or Inactive Member whose surviving spouse is his Beneficiary shall be a survivor annuity.  Such survivor annuity shall be a commercial annuity which is payable for the life of such surviving spouse.

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(b) Any Member or Inactive Member who would otherwise have his death benefit from his IAR Account paid in the form of a survivor annuity payable to his surviving spouse may elect not to have his benefit paid in such form by electing to receive such death benefit in a single sum or by designating a person other than his spouse as his Beneficiary.  Any election may be revoked and subsequent elections may be made or revoked at any time prior to the death of the Member or Inactive Member.

(c) Paragraph (b) above to the contrary notwithstanding, an election not to have the death benefit paid in the form of a survivor annuity payable to the surviving spouse may be made before the first day of the Plan Year in which a Member or Inactive Member attains the age of thirty-five only (A) after the Member or Inactive Member separated from service and only with respect to benefits accrued under the Plan before the date of such separation or (B) in the case of a Member who has not separated from service, if the Member has been furnished the information in Paragraph (c) below, with such election to become invalid upon the first day of the Plan Year in which the Member attains the age of thirty-five, whereupon a new election may be made by such Member.

(d) The Committee shall furnish certain information, pertinent to the Paragraph (b) election to each Member within the period beginning with the first day of the Plan Year in which he attains the age of thirty-two (but not earlier than the date such Member begins participation in the Plan) and ending with the later of (1) the last day of the Plan Year preceding the Plan Year in which the Member attains the age of thirty-five, or (2) a reasonable time after the Employee becomes a Member.  If a Member separated from service before attaining the age of thirty-five, such information shall be furnished to such Member within the period beginning one year before the Member separates from service and ending one year after such separation.  Such information shall also be furnished to a Member who has not attained the age  of thrifty-five or terminated employment, within a reasonable time after written request by such Member.  The furnished information shall include an explanation of (1) the terms and conditions of the survivor annuity, (2) the Member’s right to elect to waive the survivor annuity and the effect of such election, (3) the rights of the Member’s surviving spouse, (4) the right to revoke such election and the effect of such revocation, (5) a general description of the eligibility conditions and other material features of the alternative forms of benefit available pursuant to Paragraph (f) below, and (6) sufficient additional information to explain the relative value of such alternative forms of benefit.

(e) For purposes of this Section 11.5 the IAR Account death benefit of a deceased Member or Inactive Member who is not survived by his spouse or who has elected not to have his IAR Account death benefit paid in the survivor annuity form set forth in Section 11.5(a) shall be paid to his Beneficiary in one of the following alternative forms to be selected by such Member or Inactive Member (or his Beneficiary if authorized by such Member or Inactive Member) or, in the absence of such selection, in a single sum payment; provided, however, that the period and the methods of payment of any such form shall be in compliance with the provisions of section 401(a)(9) of the Code and applicable Treasury regulations thereunder:

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(i) A single lump payment; or

(ii) A commercial annuity in the form of a single life annuity.

(f) Notwithstanding any other provisions of the Plan to the contrary, payment of a survivor annuity pursuant to this Section 11.5 shall not be made without the consent of the surviving spouse prior to the time the deceased Member or Inactive Member would have attained Retirement Age except that if the entire interest payable hereunder to a Beneficiary is $5,000 or less, such interest shall be paid in a single lump-sum payment form within a reasonable period of time after the death of the Member or Inactive Member.

11.6. Commencement of Death Benefits.

A survivor benefit shall be paid to the surviving spouse of a deceased Member or deceased former Member upon termination of employment thereafter regardless of the age at which such Member’s death occurs, and shall be payable monthly thereafter during the life of the surviving spouse, the last payment being for the month in which the death of the surviving spouse occurs.  Notwithstanding the foregoing, in no event  shall a survivor benefit be paid to the surviving spouse of a deceased Member or deceased former Member prior to the later of the date on which such deceased Member or deceased former Member would have attained normal retirement age or age 62, unless such surviving spouse consents thereto not more than 90 days before the annuity starting date of such survivor benefit.  In the event of the death of the surviving spouse prior to the commencement of the payment of the survivor benefit, no survivor benefit shall be payable pursuant to the provisions of this Article XI with respect to such deceased Member or deceased former Member.

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ARTICLE XII
ADMINISTRATION

12.1. Plan Administrator.

For purposes of ERISA, the Committee shall be the Plan Administrator and, as such, shall be responsible for the compliance of the Plan with the reporting and disclosure provisions of ERISA.

12.2. Authority of the Committee.

The Committee shall have all the powers and authority expressly conferred upon it herein and, further, shall have the sole right, in its discretion, to interpret and construe the Plan, and to determine any disputes arising thereunder, subject to the provisions of Section 7.9.  In exercising such powers and authority, the Committee at all times shall exercise good faith, apply standards of uniform application, and refrain from arbitrary action.  Any decision of the Committee in such exercise of its powers, authorities and duties shall be final and binding upon all affected parties.  The Committee may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder.  The Committee shall be a “named fiduciary” as that term is defined in Section 402(a)(2) of ERISA.  The Committee may:

(a) allocate any of the powers, authorities, or responsibilities for the operation and administration of the Plan, which are retained by it or granted to it by this Article XII, to the Trustee; and

(b) designate a person or persons other than itself to carry out any of such powers, authorities, or responsibilities;

provided, however, that no powers, authorities, or responsibilities of the Trustee shall be subject to the provisions of paragraph (b) of this Section 12.2; and provided further, that no allocation or delegation by the Committee of any of its powers, authorities, or responsibilities to the Trustee shall become effective unless such allocation or delegation first shall be accepted by the Trustee in a writing signed by it and delivered to the Committee.

To prevent any two parties to the Plan from being deemed co-fiduciaries with respect to any particular function, both the Plan and the Trust Agreement are intended, and should be construed, to allocate to each party to the Plan or the Trust Agreement, as applicable, only those specific powers, duties, responsibilities, and obligations as are specifically granted to it under the Plan or Trust.  The Plan is intended to allocate to each named fiduciary the individual responsibility for proper execution of the functions assigned to it, and none of such responsibilities or any other responsibility shall be shared by two or more of such named fiduciaries unless such sharing is provided for by a specific provision of the Plan or Trust.

12.3. Action of the Committee.

Any act authorized, permitted, or required to be taken by the Committee under the Plan, which has not been delegated in accordance with Section 12.2, may be taken by a majority of the members of the Committee, either by vote at a meeting, or in writing without a meeting.  All notices, advices, directions, certifications, approvals, and instructions required or authorized to  be given by the Committee under the Plan shall be in writing and signed by either (i) a majority of the members of the Committee, or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) a person who becomes authorized to act for the Committee in accordance with the provisions of paragraph (b) of Section 12.2.  Subject to the provisions of Section 12.4, any action taken by the Committee which is authorized, permitted, or required under the Plan shall be final and binding upon the Company and the Trustees, all persons who have or who claim an interest under the Plan, and all third parties dealing with any Trustee or the Company.

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12.4. Claims Review Procedure.

Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Committee, which procedures are hereby incorporated by reference as a part of the Plan and may be amended from time to time by the Committee.

12.5. Qualified Domestic Relations Orders.

Except as otherwise provided with respect to “qualified domestic relations orders” and certain judgments and settlements pursuant to section 206(d) of the Act and sections 401(a)(13) and 414(p) of the Code, and, except as otherwise provided under other applicable law, no right or interest of any kind in any benefit shall be transferable or assignable by any Member or any beneficiary or be subject to anticipation, adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy of any kind.  Plan provisions to the contrary notwithstanding, the Plan shall comply with the terms and provisions of any “qualified domestic relations order,” including an order that requires distributions to an alternate payee prior to a Member’s “earliest retirement age” as such term is defined in section 206(d)(3)(E)(ii) of the Act and section 414(p)(4)(B) of the Code, and the Committee shall establish appropriate procedures to effect the same.  In the event that the total value of an amount directed to be paid pursuant to a qualified domestic relations order is not in excess of $5,000, such amount shall be paid to the recipient or recipients identified in such order in one lump sum payment as soon as practicable after such order has been determined to be a qualified domestic relations order.

12.6. Indemnification.

In addition to whatever rights of indemnification the members of the Board, members of the Committee, or any other person or persons (other than the Trustees or individuals, other than members of the Board, who are not employed by the Company or its affiliates) to whom any power, authority, or responsibility of the Company is allocated or delegated pursuant to paragraph (b) of Section 12.2, may be entitled under the articles of incorporation, regulations, or bylaws of the Company, under any provision of law, or under any other agreement, the Company shall satisfy such liability actually and reasonably incurred by any such member or such other person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise, or failure to exercise, by such member or such other person or persons of any of the powers, authorities, responsibilities, or discretion of the Company or the Committee as provided under the Plan and the Trust Agreement, or reasonably believed by such member or such other person or persons to be provided thereunder, and any action taken by such member or such other person or persons in connection therewith.

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12.7. Temporary Restrictions.

In order to ensure an orderly transition in the transfer of assets to the Trust from another trust fund maintained under the Plan or from the trust fund of a plan that is merging into the Plan or transferring assets to the Plan or to ensure an orderly transition of recordkeeping, valuation, or other administrative activities from one service provider to another service provider, the Committee may, in its discretion, temporarily prohibit or restrict withdrawals, loans, changes to contribution elections, changes of investment designation of future contributions, transfers of amounts from one Fund to another Fund, or such other activity as the Committee deems appropriate, provided that any such temporary cessation or restriction of such activity shall be in compliance with all applicable law and the Committee shall have provided to Members, Inactive Members, their beneficiaries, and alternate payees the notices and information required to be provided with respect to such temporary cessation or restriction of such activity by applicable law and regulations.

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ARTICLE XIII
AMENDMENT AND TERMINATION

13.1. Amendment.

Subject to the provisions of Section 13.2, the Vice-President, Human Resources (‘VP-HR’) may amend the Plan at any time and from time to time, with any such VP-HR amendment action being exercised in a settlor capacity, provided that:  (a) any amendment to the Plan that substantially and materially increases the benefits of officers or directors of the Company shall require the prior approval of the Board or the committee of the Board (if any) to which the duty of general oversight has been delegated by the Board, and (b) notwithstanding anything to the contrary herein, the VP-HR shall have no authority to amend or modify the Plan’s design or operation as it relates to the offering of the Company Stock Fund and the composition of the Company Stock Fund and the VP-HR shall have no authority to eliminate or restrict the inclusion of the Company Stock Fund under the Plan or to review or approve any assets in which the Company Stock Fund is invested.

13.2. Limitation of Amendment.

The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Member, Inactive Member, Beneficiary, or person claiming under or through any one or more of them pursuant to the Plan; provided, however, that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan and Trust.  Moreover, no amendment shall be made hereunder which shall permit any part of the Trust property to revert to any Employer or be used for or be diverted to purposes other than the exclusive benefit of Members, Inactive Members, Beneficiaries, and persons claiming under or through them pursuant to the Plan.

13.3. Termination.

The Company reserves the right, by action of its Board of Directors, to terminate the Plan as to all Employers at any time.  The Plan shall terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.  In the event of the termination of the Plan, written notice thereof shall be given to all Members and Beneficiaries having an interest under the Plan, and to the Trustee.  Upon any such termination of the Plan, the Trustee and the Company shall take the following actions for the benefit of Members and Beneficiaries:

(a) As of the termination date, the Trustee shall value the Funds hereunder and the Committee shall adjust all accounts accordingly.  The termination date shall become a Valuation Date.  In determining the net worth of the Funds hereunder, the Trustee shall include as a liability such amounts as in the Committee’s judgment shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the Trust property, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

(b) The Trustee, upon instructions from the Committee, shall then segregate and distribute an amount equal to the entire interest of each Member, Inactive Member, and Beneficiary in the Funds to  or for the benefit of each Member, Inactive Member, or Beneficiary in accordance with the provisions of Sections 10.2 and 10.3.

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Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination or discontinuance of contributions by the Employers, the interest of each Member, Inactive Member, and Beneficiary shall become fully vested and nonforfeitable; and, if there is a partial termination of the Plan, the interest of each Member, Inactive Member, and Beneficiary who is affected by such partial termination shall become fully vested and nonforfeitable.

13.4. Withdrawal of an Employer.

An Employer other than the Company may, by action of its Board of Directors, withdraw from the Plan, such withdrawal to be effective upon notice in writing to the Company (the effective date of such withdrawal being hereinafter referred to as the “withdrawal date”), and shall thereupon cease to be an Employer for all purposes of the Plan.  An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or in the event it ceases to be a Subsidiary.

13.5. Corporate Reorganization.

The merger, consolidation, or liquidation of the Company or any Employer with or into the Company or any other Employer shall not constitute a termination of the Plan as to the Company or such Employer.

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ARTICLE XIV
ADOPTION BY SUBSIDIARIES:  EXTENSIONTO NEW BUSINESS OPERATIONS

Any Subsidiary of the Company which at the time is not an Employer may, with the consent of the Committee, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its Board of Directors and to be filed with the Company.

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ARTICLE XV
MISCELLANEOUS PROVISIONS

15.1. No Commitment as to Employment.

Nothing herein contained shall be construed as a commitment or agreement upon the part of any Employee hereunder to continue his employment with an Employer, and nothing  herein contained shall be construed as a commitment on the part of any Employer to continue the employment or rate of compensation of any Employee hereunder for any period.

15.2. Benefits.

Nothing in the Plan shall be construed to confer any right or claim upon any person other than the parties hereto, Members and Beneficiaries.

15.3. No Guarantees.

None of the Company, any other participating Employer, the Committee, the Board or the Trustee guarantees the Trust from loss or depreciation, nor the payment of any amount which may become due to any person hereunder.  All benefits payable under the Plan shall be paid or provided for solely from the Plan assets and none of the Company, any other participating Employer, the Committee, the Board or the Trustee assumes any liability or responsibility for the adequacy thereof.

15.4. Exclusive Benefit.

No part of the Plan assets shall be used for any purpose other than the exclusive purpose of providing benefits which Members and Beneficiaries are entitled to under the Plan, and for the purpose of defraying the reasonable expenses of administering the Plan.

15.5. Duty to Furnish Information.

Each of the Employers, the Company, the Committee or the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that any other reasonably deems necessary to perform its duties imposed hereunder or otherwise imposed by law.

15.6. Merger, Consolidation, or Transfer of Plan Assets.

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Member, Inactive Member, and Beneficiary in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).  Further, this Plan and Trust may not transfer its assets or liabilities to any other plan, unless the Plan Administrator reasonably concludes that such other plan provides that the transferred amounts may not be distributed before the times specified in Treasury regulation section 1.401(k)-1(d).

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15.7. Return of Contributions to Employers.

Notwithstanding any other provision of the Plan to the contrary, Basic, Matching, Company Retirement, Profit Sharing and Retirement Contributions are contingent upon the deductibility of such contributions under Section 404 of the Code.  In the event a Basic, Matching, Company Retirement, Profit Sharing or Retirement Contribution (or any portion thereof) is made under a mistake of fact, such a contribution shall be returned to the Employers within one year after the payment of the contribution.  Since Basic, Matching, Company Retirement, Profit Sharing and Retirement Contributions (or any portion thereof) are conditioned upon the deductibility of the contribution under Section 404 of the Code as set forth above, in the event such deduction is disallowed, any such contribution shall be returned to the Employers within one year after the disallowance of the deduction.

15.8. Addenda.

In the event that it is deemed necessary to accommodate any transition of coverage under other benefit plans to coverage under the Plan with respect to certain groups of Employees, an Addendum setting forth special overriding provisions applicable to such Employees may be added to the Plan.  Each Addendum shall for all purposes constitute a part of the Plan and in the event of conflict with any other provision of the Plan, shall control.  The provisions of the Plan, together with the provisions specified in each Addendum shall constitute the terms of the Plan applicable to the Employees employed at the location or facility specified in the Addendum.

15.9. Validity of Agreement.

Except as provided under federal law, the provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas.

15.10. Uniformed Services Employment and Reemployment Rights Act Requirements.

(a) Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service will be provided in accordance with Code Section 414(u) and this Section 15.10.  Specifically, as required by Code Section 414(u)(8), a Member will be treated as not having incurred a break in Service because of his period of Qualified Military Service, the Member’s Qualified Military Service will be treated as Service under the Plan for vesting and contribution purposes and the Member will be permitted to make up any Basic Contributions he would have otherwise been eligible to make during the period of Qualified Military Service.

(b) If a Member’s death occurs while performing Qualified Military Service, then, provided such Member was entitled to reemployment rights with respect to the Employer under Code section 414(u) as of the date of his death, the Member’s beneficiary or beneficiaries shall be entitled to any benefits (other than benefit accruals relating to the period of Qualified Military Service) that would be provided under the Plan if the Member had resumed and then terminated his Service on account of death, in compliance with Code section 401(a)(37) and the Treasury regulations and guidance issued by the Internal Revenue Service thereunder.

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(c) If an individual is paid remuneration by an Employer that constitutes a “differential wage payment” within the meaning of Code Section 3401(h)(2), then such individual shall be treated as an Employee of the Employer making the payment.

(d) No Member or beneficiary shall be entitled to any continued employer contributions under Code Section 414(u)(9) (as enacted under section 104(b) of the Heroes Earnings Assistance and Relief Tax Act of 2008) by reason of incurring a death or disability during a period of Qualified Military Service.

15.11. Plan Administration Communications and Systems.

The Committee may establish telephone and/or electronic media systems and procedures (including on-line mechanisms) for purposes of effecting Plan communications and Plan administration operations.  To the extent that any such telephone and/or electronic media systems and procedures are established by the Committee, references in the Plan suggesting that other systems or procedures would be used for purposes of effecting a given Plan communication or Plan administration operation shall be superseded and reference to the telephone or electronic media system or procedure which was effected, as communicated to Participating Employees, shall be deemed substituted therefor.

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ARTICLE XVI
SECTION 415 LIMITATIONS

16.1. Application.

The provisions set forth in this Article XVI are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section.  For such purposes, the limitations of Section 415 of the Code and the Treasury regulations promulgated thereunder, as amended from time to time, are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Article XVI, to the extent such provisions are not consistent with Section 415 of the Code and such Treasury regulations.  If there is any discrepancy between the provisions in this Article XVI and the provisions of Section 415 of the Code and such Treasury regulations, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code and such Treasury regulations.  This Article shall also include reference to the applicable provisions of any successor regulation promulgated under Section 415 of the Code.

16.2. Section 415 Definitions.

For purposes of this Article XVI, the following terms and phrases shall have these respective meanings:

(a) “Annual Additions” of a Member for any Limitation Year shall mean all amounts that are annual additions (as defined under Treasury Regulation § 1.415(c)-1(b)), including, without limitation, the Basic Contributions, Matching Contributions, Company Retirement Contributions, Retirement Contributions and forfeitures, if any, allocated to such Member’s Separate Accounts for such year.

(b) “415 Compensation” of a Member for any Limitation Year shall mean the total of all amounts of compensation (within the meaning of Treasury Regulation § 1.415(c)-2(d)(4)), paid by the Employer to or for the benefit of a Member in such Limitation Year, including all compensation for services rendered or labor performed for the Employer which are required to be reported on the Member’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent), plus amounts that would be so reported but for an election under Section(s) 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b) of the Code.  The 415 Compensation of a Member for any Limitation Year shall include payments of regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that are paid to the Member following his Severance Date but which would have been paid to the Member prior to such date if he had continued in employment with the Employer, provided that such payments are paid by the later of two and one-half  months following the Member’s Severance Date or the end of the Limitation Year that includes the Severance Date.  The 415 Compensation of any Member taken into account for purposes of the Plan shall be limited to $200,000 for any Plan Year with such limitation to be adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code and prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.  415 Compensation shall also include “differential wage payments,” as defined in Section 3401(h) of the Code.

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(c) “Limitation Year” shall mean the calendar year.

(d) “Maximum Annual Additions” of a Member for any Limitation Year shall mean the lesser of (a) $40,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code and Treasury Regulation § 1.415(d)-1(b)) or (b) 100% of such Member’s 415 Compensation during such Limitation Year, as determined in accordance with the requirements of Treasury Regulation § 1.415(c)-2.

16.3. Limitations.

Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Member’s Separate Accounts for any Limitation Year exceed the Maximum Annual Additions for such Member for such year.

16.4. Multiple Plans.

For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Employer are to be treated as one defined contribution plan.  In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose.  For purposes of this Article XVI only, a “Controlled Entity” shall be determined in accordance with Treasury Regulation § 1.415(a)-1(f)(1).  If the Annual Additions credited to a Member’s Separate Accounts for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Section would exceed the Maximum Annual Additions for such Member for such Limitation Year, the Annual Additions this Plan and under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with the provisions of applicable law.

16.5. Contribution Adjustments.

If the limitations set forth in this Article XVI with respect to Annual Additions credited to a Member’s Separate Accounts under this Plan would not otherwise be met for any Limitation Year, the Basic Contributions elections of affected Members may be reduced by the Employer on a temporary and prospective basis in such manner as the Employer shall determine; provided, however, that no such reduction shall be effected in a way that adversely affects the catch-up contribution rights of such Members.

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ARTICLE XVII
TOP-HEAVY PLAN RULES

17.1. Application.

For any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 17.2), the provisions set forth in this Article XVII shall be applied in accordance with Section 416 of the Code.

17.2. Top-Heavy Definitions.

The following definitions shall be applicable to this Article XVII:

(a) The term “Compensation” shall mean 415 Compensation, as defined in Section 16.2(b).

(b) The term “Determination Date” shall mean for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year and for the first Plan Year of the Plan, the last day of that Year.

(c) The term “Employer” shall mean the Company and each Controlled Entity.

(d) The term “Key Employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000.  For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code.  The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(e) The term “Permissive Aggregation Group” shall mean the Required Aggregation Group of plans plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Section 401(a)(4) and 410 of the Code.

(f) The term “Present Value” shall mean for purposes of computing present value calculations in determining the Top-Heavy Ratio, present value calculations based on the actuarial assumptions as stated in the applicable plan.

(g) The term “Required Aggregation Group” shall mean (a) each tax qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the plan terminated), and (b) any other tax qualified plan of the Employer which enables a plan described in clause (a) to meet the requirements of Section 401(a)(4) or 410 of the Code.

66

(h) The term “Super Top-Heavy Group” with respect to a particular Plan Year shall mean a Required or Permissive Aggregation Group that, as of the Determination Date, would qualify as a Top-Heavy Group under the definition in Paragraph (j) of this Article XVII with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition.

(i) The term “Super Top-Heavy Plan” with respect to a particular Plan Year shall mean a plan that, as of the Determination Date, would qualify as a Top-Heavy Plan under the definition in Paragraph (k) of this Article XVII with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition.  A plan is also a “Super Top-Heavy Plan” if it is part of a Super Top-Heavy Group.

(j) The term “Top-Heavy Group” with respect to a particular Plan Year shall mean a Required or Permissive Aggregation Group if the sum, as of the Determination Date, of the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in such group and the aggregate of the account balances of Key Employees under all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group.

(k) The term “Top-Heavy Plan” for any Plan Year beginning after December 31, 1983, the Plan shall be a Top-Heavy Plan if any of the following conditions exist:

(i) If the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is not part of any Required Aggregation Group or Permissive Aggregation Group of plans.

(ii) If the Plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60 percent.

(iii) If the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60 percent.

(l) The term “Top-Heavy Ratio” shall mean:

(i) While the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer has not maintained any defined benefit plan which during the 5-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-Heavy Ratio for the Plan alone or for the Required or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date(s) (including any part of any account balance distributed during a one-year period (or, in the case of a distribution made for a reason other than separation from service, death or disability, a five-year period) ending on the Determination Date(s)) and including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period (or, in the case of a distribution made for a reason other than separation from service, death or disability, a five-year period) ending on the Determination Date(s)) and including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, both computed in accordance with Section 416 of the Code.  Both the numerator and denominator of the Top-Heavy Ratio are adjusted to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Section 416 of the Code.

67

(ii) While the Employer maintains one or more defined contribution plans (including any simplified employee pension plans) and the Employer maintains or has maintained one or more defined benefit plans which during the 5-year period ending on the Determination Date(s) has or has had any accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees, determined in accordance with Subparagraph (i) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance with Subparagraph (i) above, and the present value of accrued benefits under the defined benefit plan or plans for all participants as of the Determination Date(s), all determined in accordance with Section 416 of the Code.  The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top-Heavy Ratio are adjusted for any distribution of an accrued benefit made in the five-year period ending on the Determination Date.

(iii) For purposes of subparagraphs (i) and (ii) above, the value of account balances and the present value of accrued benefits will be determined as of the most recent valuation date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Section 416 of the Code for the first and second plan years of a defined benefit plan.  Notwithstanding the foregoing, the account balances and accrued benefits of individuals who have not performed services for the Employer or any Controlled Entity at any time during the one-year period ending on the applicable Determination Date shall not be considered.  The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers and transfers are taken into account will be made in accordance with Section 416 of the Code.  Deductible employee contributions shall not be taken into account for purposes of computing the Top-Heavy Ratio.  When aggregating plans the value of account balances and accrued benefits will be calculated with reference to the Determination Date that falls within the same calendar year.

68

(m) The term “Valuation Date” shall mean for purposes of computing the Top-Heavy Ratio, the Determination Date.

(n) The term “Non-Key Employee” shall mean any Employee who is not a Key Employee.

17.3. Top-Heavy Minimum Allocation Rules.

The following Top-Heavy Plan minimum allocation rules shall apply:

(a) Except as otherwise provided in Paragraphs (b) and (c) below, the Employer contributions and forfeitures allocated on behalf of any Member who is not a Key Employee shall be the lesser of three percent of the non-Key Employee’s compensation or in the case where the Employer has no defined benefit plan which designates the Plan to satisfy Section 401 of the Code, the largest percentage of the first $150,000 of the Key Employee’s compensation, allocated on behalf of any Key Employee for the Plan Year.  Basic Contributions cannot be used to satisfy the minimum Section 416 contributions for non-key employees.  Further, in making the determination of the percentage at which contributions are made for the Key Employee with the highest percentage, Basic Contributions on behalf of Key Employees are taken into account.  Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of this Section 17.3(a) and Section 416(c)(2) of the Code.  The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution shall be met in another plan, such other plan.  Matching Contributions that are used to satisfy the minimum contribution requirements of this Section 17.3(a) shall be treated as matching contributions for purposes of the actual contribution percentage test described in Section 4.3 and other requirements of Section 401(m) of the Code.

(b) The provisions in Paragraph (a) shall not apply to any Member who is not actively employed as an Eligible Employee by the Employer on the last day of the Plan Year for which the minimum allocation is to be made.

69

(c) The provisions in Paragraph (a) shall not apply to any Member to the extent the Member is covered under any other plan or plans of the Employer, and by the terms of such plan or plans it is provided that the minimum allocation or benefit requirements applicable to Top-Heavy Plans shall be met in such other plan or plans.  If such other plan is, or if one of such other plans is, a defined benefit plan maintained by the Employer, and such plan is a Top-Heavy Plan, the minimum benefit requirements applicable to Top-Heavy Plans shall be met under such defined benefit plan as provided therein, to the extent such benefit can be provided under such plan or plans.  If such other plan is, or if one of such other plans is, a defined contribution plan maintained by the Employer, and such plan is a Top-Heavy Plan, the minimum allocation requirements shall be met under such plan, except as may be otherwise provided in such other plan.  The application and administration of the minimum allocation or benefit requirements for Top-Heavy Plans shall be satisfied in a manner so as to only satisfy the minimum allocation/benefit requirements as permissible and so as to avoid any duplication of minimum allocation/benefits for non-Key Employees, as provided under Section 416 of the Code.  Specifically, if any Member in this Plan is a Member in the Cameron International Corporation Retirement Plan, the minimum contribution required under this Article XVII shall be satisfied by applying the rules of this Section 17.3 to such plan.  Further, the top heavy requirements of Section 416 of the Code and this Article XVII of the Plan shall not apply in any Plan Year in which the Plan consists solely of a cash or deferred arrangement which meets the requirement of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met.  The Plan will only be deemed to consist solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met for a Plan Year if the only contributions which are made to the Plan satisfy the requirements of such sections, as applicable, and the Plan does not by operation as a result of allocation of forfeitures, imposition of contribution allocation service requirements or other operational features ceases to be a plan consisting solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met for a Plan Year.

17.4. Top-Heavy Compensation Limitation.

The annual compensation of any Member to be taken into account under the Plan during any Plan Year in which the Plan is determined to be a Top-Heavy Plan shall not exceed $150,000 (or such adjusted amount determined by the Secretary of the Treasury pursuant to Section 416(d)(2) of the Code).

17.5. Top-Heavy Vesting Provisions.

In the event that the Plan is determined to be a Top-Heavy Plan with respect to any Plan Year, a Member who is eligible to receive the vested interest of his IAR Account, Profit Sharing Account and/or Retirement Account (as applicable) in accordance with the provisions of Section 7.2 shall be vested in a portion of his IAR Account, Profit Sharing Account and/or Retirement Account as applicable, which shall be no less than it would be under following vesting schedule:

70

Years of Service	Vested Percentage
Less than two years	0%
Two but less than three years	20%
Three but less than four years	40%
Four but less than five years	60%
Five years	100%

17.6. Top-Heavy Plan/Benefit Limitations.

In any Plan Year in which the Plan is a Top-Heavy Plan, the denominators of the defined benefit fraction and the defined contribution fraction (as such terms are used in applying the benefit limitation provisions of Section 415 of the Code) shall be computed using 100 percent of the dollar limitation instead of 125 percent.

[Signature Page to Follow]

71

Executed this 30th day of January, 2014, effective for all purposes as provided above.

CAMERON INTERNATIONAL CORPORATION
By:	/s/ Steven P. Geiger
Name:	Steven P. Geiger
Title:	Vice President, Human Resources

SIGNATURE PAGE TO

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDA

TABLE OF CONTENTS

Addendum	Page
Cameron Division Plant in Liberty, TX	AD-3
Cameron Division Plant in Patterson, LA	AD-4
Cooper Cameron Valves Plant in Ville Platte, LA	AD-5
Cooper Energy Services Division Plant in Houston, TX (Texcentric)	AD-6
Cameron Division Plant in Oklahoma City, OK (Demco)	AD-7
Wheeling Machine Products Division Facility in Pine Bluff, AR	AD-9
Cooper Cameron Valves Division Plant in Little Rock, AR	AD-10
Cooper Energy Services Division Plant at Ponca City, OK (Nickles)	AD-11
Certain Members Eligible for Additional Contributions	AD-12
Withdrawals of and Special Rights Pertaining to Prior Plan Amounts	AD-14
Transferring Employment from Onesubsea LLC	AD-16

AD- 1

GEOGRAPHICAL INDEX TO ADDENDA

Location	Page
Houston, TX
Cooper Energy Services Division Plant in Houston, TX
(Texcentric)	AD-6
Liberty, TX
Cameron Division Plant in Liberty, TX	AD-3
Little Rock, AR
Cooper Cameron Valves Division Plant in Little Rock, AR	AD-10
Oklahoma City, OK
Cameron Division Plant in Oklahoma City, OK (Demco)	AD-7
Patterson, LA
Cameron Division Plant in Patterson, LA	AD-4
Pine Bluff, AR
Wheeling Machine Division Facility Company in Pine Bluff, AR	AD-9
Ponca City, OK
Cooper Energy Services Division Plant in Ponca City, OK (Nickles)	AD-11
Ville Platte, LA
Cooper Cameron Valves Plant in Ville Platte, LA	AD-5

AD- 2

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF CAMERON DIVISION PLANT AT LIBERTY, TEXAS

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Liberty, Texas plant at the Cameron Division of the Company.

A.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then to the Plan.  Such separate subaccount shall be 100% vested in such Member.

AD- 3

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF CAMERON DIVISION PLANT AT PATTERSON, LOUISIANA

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Patterson, Louisiana plant at the Cameron Division of the Company.

A.SECTION 3.5 - COMPANY RETIREMENT CONTRIBUTIONS:

In addition to the Company Retirement Contribution otherwise set forth in Section 3.5, the Company shall make the additional monthly Company Retirement Contribution set forth below with respect to the following Members:

Member	SSN		Monthly Additional Company RetirementContributions
1.  Crouch, Anthony J.		###-##-####	$	72.31
2.  Gant, Charles		###-##-####		72.97
3.  Riley, Ronald		###-##-####		86.56
4.  Trahen, Wilfred		###-##-####		71.61

B.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then to the Plan.  Such separate subaccount shall be 100% vested in such Member.

AD- 4

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER CAMERON VALVES PLANT IN VILLE PLATTE, LOUISIANA

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Ville Platte, Louisiana plant of the Cooper Cameron Valves Division of the Company.

A.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then to the Plan.  Such separate subaccount shall be 100% vested in such Member.

AD- 5

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF THE COOPER ENERGY SERVICESDIVISION AT THE HOUSTON, TEXAS PLANT (TEXCENTRIC)

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Houston, Texas plant at the Cooper Energy Services Division (formerly Texcentric) of the Company.

A.SECTION 3.5 - COMPANY RETIREMENT CONTRIBUTIONS:

In addition to the Company Retirement Contribution otherwise set forth in Section 3.5, the Company shall make the additional monthly Company Retirement Contribution set forth below with respect to the following Members:

Member	SSN		Monthly Additional Company RetirementContributions
1.  Lee, Willie A.		###-##-####	$	130.00
2.  Kor, Jack		###-##-####	$	54.00
3.  Shuck, Roger		###-##-####	$	25.00
4.  Cunningham, George		###-##-####	$	75.00

AD- 6

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OFCAMERON DIVISION PLANT AT OKLAHOMA CITY, OKLAHOMA (DEMCO)

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Oklahoma City, Oklahoma facility of the Cameron Division of the Company (formerly Demco).

A.SECTION 3.5 - COMPANY RETIREMENT CONTRIBUTIONS:

In addition to the Company Retirement Contribution otherwise set forth in Section 3.5, the Company shall make the additional monthly Company Retirement Contribution with respect to each Member who was employed on September 30, 1989 at a Cooper Cameron (formerly a Cooper Industries, Inc.) facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility list as set forth below; provided, however, that such amount shall be prorated and credited to such Member’s IAR Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List.

(1) Active members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan), who became Members on April 1, 1995, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage.

Year of Birth	Monthly Additional Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

(2) Active Members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan), who became Members on April 1, 1995, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage.

AD- 7

Year of Birth	Monthly Additional Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	$115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

(3) Active members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan), who became Members on April 1, 1995, and who had not attained age 50 on December 31, 1989.

Year of Birth	Monthly Additional Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

B.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Demco Pension Plan for Hourly and  Non-Exempt Salaried Employees and then to the Plan.  Such separate subaccount shall be 100% vested in such Member.

AD- 8

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF THE WHEELING MACHINE PRODUCTS DIVISION FACILITY AT PINE BLUFF, ARKANSAS

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Pine Bluff, Arkansas facility of the Wheeling Machine Products Division of the Company.

A.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Cooper Savings Plan from the Pension Plan for Hourly Employees in the Pine bluff, Arkansas Facilities and then to the Plan.  Such separate subaccount shall be 100% vested in such Member.

AD- 9

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER CAMERON VALVES DIVISION PLANT AT LITTLE ROCK, ARKANSAS

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Cooper Cameron Valves Plant of the Company in Little Rock, Arkansas (formerly Orbit Valve).

A.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

Separate sub-accounts shall be maintained with respect to benefits of a Member (an “Orbit Member”) that were transferred to the Plan from the Orbit Valve Company Profit Sharing Plan (the “Orbit Profit Sharing Plan”) and the Orbit Valve Company Employee Savings Plan (the “Orbit Savings Plan”).  Amounts in such separate sub-accounts that are attributable to a Member’s Matching and Profit Sharing Contribution Accounts under the Orbit Savings Plan and a Member’s Account under the Orbit Profit Sharing Plan shall respectively vest in accordance with the vesting schedule contained in the plans from which such amounts were transferred, which is set forth below:

YEARS OF SERVICE	NONFORFEITABLE PERCENTAGE
0-4	0%
5 or more	100%

In addition to the withdrawal rights contained in Section 8.2 of the Plan, Orbit Members who participated in the Orbit Profit Sharing Plan may withdraw all or any part of the vested amount of their Employer profit sharing contributions credited to their Matching Account after attaining age 59½.  Furthermore, an Orbit Member who participated in the Orbit Profit Sharing Plan with less than five years of Vesting Service may not withdraw amounts which would reduce the Matching Account balance below the aggregate Employer profit sharing contribution amounts allocated to such Member’s Participation Account during the two Plan Years preceding the Plan merger date.

In addition to the withdrawal rights contained in Section 8.2 of the Plan, an Orbit Member who participated in the Orbit Savings Plan may withdraw all or any part of his sub-accounts attributable to his Elective Contribution Account under such plan after attaining age 59½; provided, however, that such a Member may only exercise such withdrawal rights once during every six-month period of a calendar year.

Additional rights and restrictions that apply with respect to such separate sub-accounts are described in the instruments entitled “Merged Orbit Valve Company Employee Savings Plan With and Into Cooper Cameron Retirement Savings Plan” and “Merger of Orbit Valve Company Profit Sharing Plan With and Into Cameron International Corporation Retirement Savings Plan.

AD- 10

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER ENERGY SERVICES DIVISION PLANT AT PONCA CITY, OKLAHOMA (NICKLES)

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Ponca City, Oklahoma plant at the Cooper Energy Services Division (formerly Nickles) of the Company.

A.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

A separate sub-account shall be maintained under each Plan Account, with respect to the benefits of a Member that was transferred to the Plan from the Nickles Machine Corporation Defined Contribution Matching Plan and Trust (the “Nickles Plan”).

In addition to the in service withdrawal rights contained in Section 8.2 of the Plan, such a Member shall be permitted to withdraw all or any part of the separate sub-account portion of his Supplemental Account under the Plan at any time.  Further, after he attains age 59½, such a Member shall be permitted to withdraw any amount credited to such separate sub-accounts.  Additional forms for distribution of benefits to such Members and their beneficiaries, which were initially preserved in connection with the transfer of account balances from the Nickles Plan to the Plan, were eliminated in accordance with Treasury Regulation § 1.411(d)-4 Q & A2(e).

AD- 11

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR CERTAIN MEMBERS ELIGIBLE FOR ADDITIONAL CONTRIBUTIONS

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum relates to certain Members (the “Eligible Members”) who shall be eligible to receive additional contributions determined as follows:

In addition to the contributions otherwise made pursuant to Article III, the Additional Contributions Account (as defined below) of each Member who was employed by Cooper Industries, Inc. on September 30, 1989, at a facility and in an employment classification set forth on the Cooper Industries, Inc. Additional Retiree Medical Credit Eligibility List, shall be credited with the applicable monthly amount set forth below with respect to such Member; provided, however, that such amount shall be prorated and credited to such Member’s Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Cooper Industries, Inc. Additional Retiree Medical Credit Eligibility List.

A. Active members in the Cooper Industries, Inc. Salaried Employees’ Retirement Plan (the “Prior Plan”) on October 1, 1989, who became Members of the Cooper Cameron Corporation Retirement Plan (the “Retirement Plan”) on January 1, 1995, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage

Year of Birth	Monthly Additional Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1935 or earlier	$	75.00

B. Active members in the Prior Plan on October 1, 1989, who became Members of the Retirement Plan on January 1, 1995, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage

Year of Birth	Monthly Additional Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

AD- 12

C. Active members in the Prior Plan on October 1, 1989, who became members on January 1, 1995, and who had not attained age 50 on December 31, 1989

START HERE

Year of Birth	Monthly Additional Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

Such additional contributions shall be referred to herein as the “Additional Contributions.”  The Additional Contributions of an Employer for any month shall be considered allocated to the Eligible Members’ Accounts for whom such contributions are made no later than the last day of the Plan Year for which they are made, as determined pursuant to this Addendum.  The Additional Contributions shall be credited to an eligible Member’s Additional Contributions Account (as defined below) on the date such Additional Contributions are received by the Trust and shall be invested in the Fund or Funds selected by the Eligible Member in accordance with the provisions of Section 5.2.  The term “Additional Contributions Account” shall mean the Separate Account established on behalf of each Eligible Member, to which Additional Contributions are credited in accordance with this Addendum.  An Eligible Member shall be 100 percent vested in the balance of his Additional Contributions Account.  In the case of an Eligible Member, references in the Plan to a Member’s or Inactive Member’s “Separate Accounts” shall be deemed to include such Member’s Additional Contributions Account.  Additional Contributions shall be considered “Annual Additions” under and subject to the limitations of Article XVI.  Additional Contributions shall be distributed under the provisions of Articles X and XI in the same manner as an Eligible Member’s Retirement Contributions Account.

Notwithstanding anything to the contrary provided in this Addendum, if any Eligible Member is entitled to receive additional Company Retirement Contributions in an equal monthly amount pursuant to any other Addendum to the Plan, such Eligible Member shall not be eligible to receive Additional Contributions pursuant to this Addendum.

AD- 13

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

WITHDRAWALS OF AND SPECIAL RIGHTS PERTAINING TO PRIOR PLAN AMOUNTS

Pursuant to Sections 8.4 and 15.8 of the Cameron International Corporation Retirement Savings Plan (“Plan”), this Addendum sets forth additional withdrawal rights available to certain Members or Inactive Members whose Separate Accounts include amounts that were transferred to the Plan in a plan merger or plan-to-plan transfer.  For purposes of this Addendum, the term “Grandfathered Subaccounts” shall mean the subaccounts under the respective Plan accounts that were created at the time of the applicable plan merger or plan-to-plan transfer for the transferred amounts and earnings thereon in order to preserve optional forms of benefit and rights described in this Addendum.

Petreco International, Inc. 401(k) Profit Sharing Plan

A.Withdrawals.  A Member or Inactive Member who was a participant in the Petreco International, Inc. 401(k) Profit Sharing Plan (the “Petreco Plan”), who had amounts transferred to the Plan in connection with the merger of the Petreco Plan with and into the Plan, and who is receiving compensation from a Controlled Entity may withdraw any or all of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

B.Vesting.  Notwithstanding anything to the contrary in the Plan, each Petreco Participant who was employed by Petreco International, Inc. or a member of its controlled group on January 1, 2002 shall have a 100% fully vested and nonforfeitable interest in his Profit Sharing Account under the Plan.

Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees

A.Withdrawals.  A Member or Inactive Member a who was a participant in the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees (the “Brookshire Plan”), who had amounts transferred to the Plan in connection with the merger of the Brookshire Plan with and into the Plan, and who is receiving compensation from a Controlled Entity may withdraw all (but not less than all) of the balances of his Grandfathered Subaccount(s) (to the extent vested) under his Matching and/or Supplemental Accounts under the Plan at any time.  A Member or Inactive Member who makes such a withdrawal shall be suspended from making contributions to the Plan for a period of at least six months after the date of such withdrawal and shall not be permitted to make another withdrawal pursuant to Article VIII of the Plan until he has resumed making Basic Contributions for at least 12 months.

AOP Industries, Inc. 401(k) Plan

A.Withdrawals.  A Member or Inactive Member who was a participant in the AOP Industries, Inc. 401(k) Plan (the “AOP Plan”), who had amounts transferred to the Plan in connection with the merger of the AOP Plan with and into the Plan, and who is receiving compensation from a Controlled Entity may withdraw all or any part of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

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B.Vesting.  A Member or Inactive Member a who was a participant in the AOP Plan and who had amounts transferred to the Plan in connection with the merger of the AOP Plan with and into the Plan shall be vested in his Profit Sharing Account under the Plan in accordance with the vesting schedule set forth in Section 6.4(b) of the AOP Plan provided that such AOP Participant had three or more Years of Vesting Service under the AOP Plan as of the April 8, 2005.  In the case of an AOP Participant who did not have three or more Years of Vesting Service under the AOP Plan as of the April 8, 2005, notwithstanding anything in Section 7.2 of the Plan to the contrary, as of April 8, 2005, such participant shall have a Vested Interest in his Profit Sharing Account under the Plan equal to the Vested portion of such participant’s Discretionary Contributions Subaccount under the AOP Plan immediately prior to April 8, 2005 and thereafter his Vested Interest shall increase (but never decrease, except in the case of a loss of Vesting Service pursuant to Section 7.7 of the Plan) in accordance with Section 7.2 of the Plan based on additional years of Vesting Service (if any) earned by such participant after April 8, 2005.

Dresser, Inc. Retirement and Savings Plan

A.Withdrawals.  A Member or Inactive Member who was a participant in the Dresser, Inc. Retirement and Savings Plan (the “Dresser Plan”), who had amounts transferred to the Plan in connection with a direct plan-to-plan of certain accounts under the Dresser Plan into the Plan, and who is receiving compensation from a Controlled Entity may withdraw all or any part of the Grandfathered Subaccount portion of his Rollover/Transfer Account, to the extent then vested, at any time.

B.Vesting.  A Member or Inactive Member a who was a participant in the Dresser Plan, who had amounts transferred to the Plan in connection with the direct plan-to-plan transfer of certain accounts under the Dresser Plan into the Plan (a “Dresser Transferee”), and who had any amount credited to his Profit Sharing Account under the Dresser Plan as of January 1, 2006 shall be vested in his Profit Sharing Account under the Plan in accordance with the vesting schedule set forth in Sections 8.3(b) and 8.3(c) of the Dresser Plan as of January 1, 2006.   The Vested Interest of each Dresser Transferee in all other amounts transferred from the Dresser Plan to the Plan in connection with such plan-to-plan transfer shall be 100%.

NuFlo Technologies, Inc. 401(k) Plan

A.Withdrawals.  A Member or Inactive Member a who was a participant in the NuFlo Technologies, Inc. 401(k) (the “NuFlo Plan”), who had amounts transferred to the Plan in connection with the merger of the NuFlo Plan with and into the Plan, and who is receiving compensation from a Controlled Entity may withdraw all or any part of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

B.Vesting.  A Member or Inactive Member a who was a participant in the NuFlo Plan and who had amounts transferred to the Plan in connection with the merger of the NuFlo Plan with and into the Plan shall be vested in his Nonelective Account under the Plan in accordance with the vesting schedule set forth in Section 1.15(b) of the NuFlo Plan Adoption Agreement provided that such participant had three or more Years of Vesting Service under the NuFlo Plan as of January 1, 2006.  In the case of a NuFlo Participant who did not have three or more Years of Vesting Service under the NuFlo Plan as of January 1, 2006, then, as of January 1, 2006, such participant shall have a Vested Interest in his Nonelective Account under the Plan equal to the Vested portion of such participant’s Nonelective Employer Contributions subaccount under the NuFlo Plan immediately prior to January 1, 2006, and thereafter his Vested Interest shall increase (but never decrease, except in the case of a loss of Vesting Service pursuant to Section 7.7 of the Plan) in accordance with the vesting schedule in Section 7.2 of the Plan based on additional years of Vesting Service (if any) earned by such participant after January 1, 2006.

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CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEESTRANSFERRING EMPLOYMENT TO THE COMPANYFROM ONESUBSEA LLC

Pursuant to Section 15.8 of the Cameron International Corporation Retirement Savings Plan (the “Plan”), this Addendum relates to the Eligible Employees who transfer employment directly to the Company (the “Transferred Employees”) from OneSubsea LLC (“OSS”) without any intervening termination of service (such date of transfer, the “Transfer Date”).

A.ELIGIBILITY TO PARTICIPATE:

Transferred Employees who are Part Time Employees or Temporary Employees shall be credited with Participation Service for purposes of eligibility to participate in the Plan considering service with OSS and its respective Affiliates prior to the Transfer Date.  Transferred Employees who are Part Time Employees or Temporary Employees and who were members of the OneSubsea LLC Retirement Savings Plan (the “OSS Plan”) immediately prior to transfer of employment to the Company shall become a Member and participate in the Plan upon employment by the Company as an Eligible Employee.

B.VESTING SERVICE:

Transferred Employees who were not members of the OSS Plan immediately prior to transfer of employment to the Company shall be credited with Vesting Service for purposes of vesting under the Plan considering service with OSS and its Affiliates prior to the Transfer Date.  Transferred Employees who were members of the OSS Plan immediately prior to transfer of employment to the Company shall be credited with Vesting Service in an amount equal to their “vesting service” credited under the OSS Plan as of the Transfer Date.

C.SPECIAL ACCOUNTS FOR PRIOR PLAN BENEFITS:

As required, “Profit Sharing Accounts” shall be established under the Plan to receive amounts transferred from corresponding accounts under the OSS Plan as well as amounts allocable to such Profit Sharing Accounts pursuant to an Addendum.

Profit Sharing Accounts shall:

(i)be treated as Separate Accounts for all purposes under the Plan (except as otherwise specifically provided in an Addendum);

(ii)be subject to the vesting and forfeiture provisions under Article VII of the Plan in the same manner as Retirement Accounts;

(iii)not be subject to withdrawals prior to age 59½; and

(iv)not be used as a basis for a loan.

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EX-10.3

Exhibit 10.3

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

As Amended and Restated

Effective January 1, 2015

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

(As Amended and Restated Effective as of January 1, 2015)

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS AND CONSTRUCTION			1
	1.1.	Definitions.	1
	1.2.	Construction.	11
ARTICLE II ELIGIBILITY TO PARTICIPATE			12
	2.1.	Commencement of Participation.	12
	2.2.	Changes in Employment Status.	13
	2.3.	Election Form.	13
ARTICLE III CONTRIBUTIONS			14
	3.1.	Basic Contributions.	14
	3.2.	Matching Contributions.	14
	3.3.	Rollover Contributions.	15
	3.4.	Transferred Contributions.	15
	3.5.	Catch-Up Contributions.	15
	3.6.	Retirement Contributions.	16
	3.7.	Effect of Plan Termination or Withdrawal.	16
ARTICLE IV ADMINISTRATION OF CONTRIBUTIONS			17
	4.1.	Limitations on Basic Contributions.	17
	4.2.	Excess Elective Deferrals.	17
	4.3.	Limitation on Matching Contributions.	17
	4.4.	Delivery of Contributions.	17
	4.5.	Allocation of Matching Contributions.	18
	4.6.	Allocation of Retirement Contributions.	18
	4.7.	Crediting of Contributions.	18
	4.8.	Changes in Reduction and Deduction Authorizations.	18
ARTICLE V DEPOSIT AND INVESTMENT OF CONTRIBUTIONS			19
	5.1.	Deposit of Contributions.	19
	5.2.	Investment of Accounts.	19
	5.3.	Elimination of Funds.	20
ARTICLE VI ESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS			21
	6.1.	Investment Responsibility.	21
	6.2.	Establishment and Maintenance of Funds.	21
	6.3.	Common Stock Fund.	21
	6.4.	Income on Trust Funds.	22
	6.5.	Separate Accounts.	22

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	6.6.	Voting of Common Stock in the Common Stock Fund.	22
ARTICLE VII VESTING			24
	7.1.	Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.	24
	7.2.	Vesting in Retirement Contributions.	24
	7.3.	Forfeitures.	24
	7.4.	Election of Former Vesting Schedule.	25
	7.5.	Vesting Service.	25
	7.6.	Transfers.	26
	7.7.	Loss and Reinstatement of Years of Vesting Service.	26
	7.8.	Prior Plan Vesting and Forfeitures.	27
	7.9.	Finality of Determinations.	27
ARTICLE VIII WITHDRAWALS WHILE EMPLOYED			28
	8.1.	Withdrawals Prior to Age 59½.	28
	8.2.	Withdrawals After Age 59½.	29
	8.3.	Form of Withdrawals.	29
	8.4.	Withdrawals of Prior Plan Amounts.	30
	8.5.	No Restriction from Making Basic Contributions.	30
ARTICLE IX LOANS			31
	9.1.	Eligibility for Loan.	31
	9.2.	Maximum Loan.	31
	9.3.	Loans from Prior Plan Amounts.	31
ARTICLE X DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT			32
	10.1.	Eligibility for Distribution.	32
	10.2.	Distribution of Separate Accounts.	32
	10.3.	Time and Form of Distribution.	33
	10.4.	Limitation on Commencement of Distribution.	34
	10.5.	Restriction on Alienation.	34
	10.6.	Payments to Incompetents or Minors.	34
	10.7.	Commercial Annuities.	35
	10.8.	Actuarial Equivalency.	35
	10.9.	Eligible Rollover Distributions.	35
	10.10.	Deferral of Payments.	35
	10.11.	Lost or Missing Members or Beneficiaries.	36
	10.12.	Minimum Distribution Requirements.	36
	10.13.	Distribution Rules for Prior Plan Amounts.	39
ARTICLE XI BENEFICIARIES AND DEATH BENEFITS			40
	11.1.	Designation of Beneficiary.	40
	11.2.	Beneficiary in the Absence of Designated Beneficiary.	40
	11.3.	Spousal Consent to Beneficiary Designation.	40
	11.4.	Death Benefits.	40
	11.5.	Beneficiaries and Death Benefits for Prior Plan Amounts.	40

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ARTICLE XII ADMINISTRATION			41
	12.1.	Plan Administrator.	41
	12.2.	Authority of the Committee.	41
	12.3.	Action of the Committee.	41
	12.4.	Claims Review Procedure.	42
	12.5.	Qualified Domestic Relations Orders.	42
	12.6.	Indemnification.	42
	12.7.	Temporary Restrictions.	43
ARTICLE XIII AMENDMENT AND TERMINATION			44
	13.1.	Amendment.	44
	13.2.	Limitation of Amendment.	44
	13.3.	Termination.	44
	13.4.	Withdrawal of an Employer.	45
	13.5.	Reorganization.	45
ARTICLE XIV ADOPTION BY AFFILIATES:  EXTENSION TO NEW BUSINESS OPERATIONS			46
ARTICLE XV MISCELLANEOUS PROVISIONS			47
	15.1.	No Commitment as to Employment.	47
	15.2.	Benefits.	47
	15.3.	No Guarantees.	47
	15.4.	Exclusive Benefit.	47
	15.5.	Duty to Furnish Information.	47
	15.6.	Merger, Consolidation, or Transfer of Plan Assets.	47
	15.7.	Return of Contributions to Employers.	48
	15.8.	Addenda.	48
	15.9.	Validity of Agreement.	48
	15.10.	Uniformed Services Employment and Reemployment Rights Act Requirements.	48
	15.11.	Plan Administration Communications and Systems.	49
ARTICLE XVI SECTION 415 LIMITATIONS			50
	16.1.	Application.	50
	16.2.	Section 415 Definitions.	50
	16.3.	Limitations.	51
	16.4.	Multiple Plans.	51
	16.5.	Contribution Adjustments.	51
ARTICLE XVII TOP-HEAVY PLAN RULES			52
	17.1.	Application.	52
	17.2.	Top-Heavy Definitions.	52
	17.3.	Top-Heavy Minimum Allocation Rules.	55
	17.4.	Top-Heavy Compensation Limitation.	56
	17.5.	Top-Heavy Vesting Provisions.	56

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	17.6.	Top-Heavy Plan/Benefit Limitations.	57
ADDENDA			1
B.		ELIGIBILITY TO PARTICIPATE:	3
C.		VESTING SERVICE:	3
D.		SPECIAL ACCOUNTS FOR PRIOR PLAN BENEFITS:	3

iv

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

(As Amended and Restated Effective as of January 1, 2015)

WHEREAS, OneSubsea LLC (the “Company”) has heretofore adopted the OneSubsea LLC Retirement Savings Plan, hereinafter referred to as the “Plan,” for the benefit of certain of its employees; and

WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects, intending thereby to provide an uninterrupted and continuing program of benefits;

NOW, THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of January 1, 2015, except as otherwise indicated herein.

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1. Definitions.

The following words and phrases as used herein shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

(1)           The term “Addendum” shall mean the overriding provisions which are applicable to certain Employees in accordance with the provisions of Section 15.8 and which shall constitute for all purposes a part of the Plan and in the event of conflict with any other provision of the Plan shall control.

(2)           The term “Additional Contributions Account” shall mean the account of a Member as referenced in an Addendum.

(3)           The term “Affiliate” shall mean any member of a controlled group of corporations (as determined under Section 414(b) of the Code) of which the Company is a member; any member of a group of trades or businesses under common control (as determined under Section 414(c) of the Code) with the Company; and any member of an affiliated service group (as determined under Section 414(m) of the Code) of which the Company is a member.

(4)           The term “Basic Account” shall mean the Separate Account of a Member to which Basic Contributions are credited in accordance with the provisions of Section 4.7(a).

(5)           The term “Basic Contributions” shall mean any cash or deferred arrangement contribution made to the Plan by an Employer on behalf of a Member in accordance with the provisions of Sections 2.3 and 3.1.

(6)           The term “Beneficiary” shall mean the person or persons who, in accordance with the provisions of Article XI hereof, shall be entitled to receive distribution hereunder in the event a Member or Inactive Member dies before his interest shall have been distributed to him in full.

(7)           The term “Bonus Compensation” shall mean any and all compensation that is cash annual bonus paid to a Member under the Employer’s incentive compensation plans and designated a “bonus” in the Employer’s payroll system, which, for the avoidance of doubt, will exclude any amounts classified in the Employer’s payroll system as a sign on bonus, patent award, merit lump sum or special compensation with benefits.

(8)           The term “Cameron Plan” shall mean the Cameron International Corporation Retirement Savings Plan.

(9)           The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.  Reference to a section of the Code shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

(10)         The term “Committee” shall mean the OneSubsea LLC Benefits Committee.

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(11)         The term “Common Stock” shall mean the common stock of Cameron International Corporation.

(12)         The term “Common Stock Fund” shall mean the investment fund established to invest in Common Stock and maintained pursuant to the provisions of Section 6.3.

(13)         The term “Company” shall mean OneSubsea LLC, its successors, and the surviving entity resulting from any merger or consolidation of OneSubsea LLC with any other entity or entities.

(14)         The term “Compensation” shall mean the total of all wages, salaries, fees for professional service and other amounts received in cash or in kind by a Member while a Member for services actually rendered or labor performed for the Employer to the extent such amounts are includable in gross income, subject to the following adjustments and limitations:

(A) The following shall be excluded:

(i) Accrued or unused vacation pay which is paid following termination of employment;

(ii) Reimbursements and other expense allowances (including but not limited to automobile expense allowances and foreign service premiums);

(iii) Cash and noncash fringe benefits;

(iv) Moving expense reimbursements;

(v) Employer contributions to or payments from this or any other deferred compensation program, whether such program is qualified under Section 401(a) of the Code or nonqualified, other than Basic Contributions;

(vi) Welfare benefits (including but not limited to severance benefits);

(vii) Amounts realized from the receipt or exercise of a stock option that is not an incentive stock option within the meaning of Section 422 of the Code;

(viii) Amounts realized at the time property described in Section 83 of the Code is freely transferable or no longer subject to a substantial risk of forfeiture;

(ix) Amounts realized as a result of an election described in Section 83(b) of the Code;

(x) Any amount realized as a result of a disqualifying disposition within the meaning of Section 421(a) of the Code; and

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(xi) Any other amounts that receive special tax benefits under the Code but are not hereinafter included.

(B) Basic Contributions and any other elective contributions made on a Member’s behalf by the Employer that are not includable in income under Section 125, Section 402(e)(3), Section 402(h), or Section 403(b) of the Code and any amounts that are not includable in the gross income of a Member under a salary reduction agreement by reason of the application of Section 132(f) of the Code shall be included.

(C) The Compensation of any Member taken into account for purposes of the Plan shall be limited to $265,000 for any Plan Year with such limitation to be:

(i) Adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code; and

(ii) Prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.

(D) Notwithstanding anything to the contrary herein, the Compensation of a Member shall include payments of regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that are paid to the Member following his Severance Date (except to the extent specifically excluded above) but which would have been paid to the Member prior to such date if he had continued in employment with the Employer, provided that such payments are paid by the later of two and one-half  months following the Member’s Severance Date or the end of the Limitation Year that includes such Severance Date.

(E) For purposes of facilitating a Member’s election to reduce his Compensation in order to make Basic Contributions under the Plan, the Compensation of a Member shall include his Regular Compensation and his Bonus Compensation, as such terms are defined herein.

(15)         The term “Controlled Entity” shall mean each corporation that is a member of a controlled group of corporations, within the meaning of Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and Section 1563(e)(3)(C), of which the Company is a member, each trade or business (whether or not incorporated) with which the Company is under  common control and each corporation that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which the Company is a member.

(16)         The term “Cooper Savings Plan” shall mean the Cooper Industries, Inc. Retirement and Savings Plan, the Cooper Industries, Inc. Savings Plan and the Cooper Industries, Inc. Stock Ownership Plan.

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(17)         The term “Effective Date” shall mean January 1, 2015 as to the Plan, except as otherwise indicated in specific provisions of the Plan.

(18)         The term “Eligible Employee” shall mean any salaried or hourly Employee of the Employer who is (i) a common law employee who is paid in United States dollars from a payroll maintained in the United States, (ii) a non-United States citizen who is a lawful, permanent resident of the United States and who is subject to United States federal income taxes on his worldwide income, or (iii) an Eligible Foreign Employee.  In no event shall the term “Eligible Employee” mean (i) any person who is rendering service to an Employer solely as a director or an independent contractor, (ii) any person who is covered by a collective bargaining agreement unless such agreement specifically provides for coverage by the Plan, or (iii) any person who is a nonresident alien and who receives no earned income within the meaning of Section 911(b) of the Code from an Employer which constitutes income from sources within the United States as defined in Section 861(a)(3) of the Code, or (iv) an Employee who is a Leased Employee or who is designated, compensated, or otherwise classified by the Employer as a Leased Employee.  Notwithstanding any provision of the Plan to the contrary, no individual who is designated, compensated, or otherwise classified or treated by the Employer as an independent contractor shall be eligible to become a Member of the Plan.

(19)         The term “Eligible Foreign Employee” shall mean any individual who (i) is a citizen of the United States or a permanent, lawful resident of the United States, (ii) is an employee of an Included Foreign Affiliate, and (iii) is not covered by any other funded plan of deferred compensation under which contributions are provided by any other person, firm, or corporation with respect to the remuneration paid to such individual by the Included Foreign Affiliate.

(20)         The term “Eligible Retirement Plan” shall mean, with respect to distributions made from the Plan after December 31, 2001, any of: an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified plan described in Section 401(a) of the Code, that, under its provisions does, and under applicable law may, accept an Eligible Rollover Distribution, an annuity contract described in Section 403(b) of the Code, and an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for the amounts transferred into such plan from this Plan.  The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.  Notwithstanding the foregoing, for purposes of Section 10.9, an “Eligible Retirement Plan” shall also mean a Roth IRA as provided in section 408A(e) of the Code.

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(21)         The term “Eligible Rollover Distribution” shall mean all or any portion of a Plan distribution to a Member or a Beneficiary who is a deceased Member’s surviving spouse or an alternate payee under a qualified domestic relations order who is a Member’s spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at  least annually for over a specified period of ten or more years or the life of the Member or Beneficiary or the joint lives of the Member and a designated beneficiary, (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; or (iii) the portion of any distribution which is not includable in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to employer securities).  Further, a distribution pursuant to Section 8.1 from the Separate Account of a Member attributable to Basic Contributions who has not attained age 59 ½ shall not constitute an Eligible Rollover Distribution.  Notwithstanding the foregoing or any other provision of the Plan, (A) any amount that is distributed from the Plan on account of hardship pursuant to Section 8.1 shall not be an Eligible Rollover Distribution and no election may be made to have any portion of such a distribution paid directly to an Eligible Retirement Plan and (B) a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code or to a qualified plan described in section 401(a) of the Code, an annuity plan described in section 403(a) of the Code or an annuity contract described in section 403(b) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.  Further, notwithstanding the foregoing or any other provision of the Plan, with respect to a Beneficiary who is a designated beneficiary (as defined in section 401(a)(9)(E) of the Code) other than a Member’s surviving spouse, an Eligible Rollover Distribution includes any distribution of all or any portion of the Separate Accounts of a deceased Member in a direct trustee-to-trustee transfer to (i) an individual retirement account described in section 408(a) of the Code or (ii) an individual retirement annuity described in section 408(b) of the Code, in each case that is (x) established for the purpose of receiving the distribution of such Beneficiary and (y) treated as an inherited individual retirement account or individual retirement annuity within the meaning of section 408(d)(3)(C) of the Code.  Further, section 401(a)(9)(B) of the Code (other than clause (iv) thereof) shall apply to an individual retirement account or individual retirement annuity described in the preceding sentence.

(22)         The term “Employee” shall mean each (A) individual employed by the Employer or a Controlled Entity and (B) Leased Worker.

(23)         The term “Employer” shall mean the Company or any Affiliate of the Company which adopts the Plan as herein provided so long as the Affiliate has not withdrawn from the Plan.

(24)         The term “Employment Commencement Date” shall mean the first date on which an Employee completes an Hour of Service.

(25)         The term “Entry Date” shall mean January 1 or July 1.

(26)         The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.  Reference to a section of ERISA shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

(27)         The term “Executive Committee” shall mean the governing body of the Company during the period preceding the closing of the transactions described in that certain Master Formation Agreement, dated November 14, 2012, by and among Cameron International Corporation, Schlumberger Limited and certain of their affiliates (the “Closing”).  On and after the Closing, the term shall mean the “executive committee” of the Company as constituted pursuant to the Shareholders’ Agreement to be executed at the Closing by and among Cameron International Corporation, Schlumberger Limited and certain of their affiliates.

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(28)         The term “Foreign Affiliate” shall mean a “foreign affiliate” as defined in Section 3121(1)(8) of the Code.

(29)         The term “Fund” shall mean any of the investment funds established and maintained in accordance with the provisions of Section 6.2.

(30)         The term “Highly-Compensated Employee” shall mean each Employee who performs services during the Plan Year for which the determination of who is highly compensated is being made (the “Determination Year”) and who:

(a) is a five-percent owner of the Employer (within the meaning of section 416(i)(1)(A)(iii) of the Code) at any time during the Determination Year or the twelve-month period immediately preceding the Determination Year (the “Look-Back Year”); or

(b) for the Look-Back Year, receives compensation (within the meaning of section 414(q)(4) of the Code; “compensation” for purposes of this Paragraph) in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 414(q)(1) of the Code) during the Look-Back Year.

For the purposes of the preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of the Code shall be treated as a single employer and (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee’s fifty-fifth birthday shall be deemed to be a Highly Compensated Employee.  To the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a “highly compensated employee” set forth in section 414(q) of the Code and the Treasury regulations thereunder, the relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall govern and control.

(31)         The term “Hour of Service” shall mean an hour for which an employee is paid, or entitled to be paid, with respect to the performance of duties for an Employer or a Controlled Entity either as regular wages, salary or commissions, or pursuant to an award or agreement requiring an Employer or a Controlled Entity to pay back wages.  Hours under this paragraph shall be calculated and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of Labor regulations which are incorporated herein by reference.

(32)         The term “Inactive Member” shall mean any Member who ceases to be an Employee and whose Separate Accounts have not been distributed in accordance with the provisions of the Plan.

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(33)         The term “Included Foreign Affiliate” means a “Foreign Affiliate” with respect to which there shall be in effect between the Company and the Secretary of the Treasury or his delegate an agreement pursuant to Section 3121(1) of the Code, whereby coverage under Title II of the federal Social Security Act has been extended to service performed outside the United States by United States citizens employed by such “Foreign Affiliate.”

(34)         The term “Leased Worker” shall be a person (other than a person who is an employee without regard to this paragraph (34)) engaged in performing services for a Controlled Entity (the “recipient”) pursuant to an agreement between the recipient and any other person (“Leasing Organization”) who meets the following requirements:

(a) he has performed services for one or more Controlled Entities (or for any other “related persons” determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year;

(b) such services are of a type historically performed in the business field of the recipient, in the United States, by employees (or such services are performed under primary direction or control by the Employer or a Controlled Entity); and

(c) he is not participating in a “safe harbor plan” of the Leasing Organization.  (For this purpose, a “safe harbor plan” is a plan that satisfies the requirements of Section 414(n)(5) of the Code, which will generally be a money purchase pension plan with a non-integrated employer contribution rate of at least ten percent of compensation and which provides for immediate participation and full and immediate vesting).

A person who is a Leased Worker shall also be considered an employee of a Controlled Entity during such period (and solely for the purpose of determining length of service for participation and vesting purposes, and shall also be considered to have been an employee for any earlier period in which he was a Leased Worker) but shall not be a Member and shall not otherwise be eligible to become covered by the Plan during any period in which he is a Leased Worker.  Notwithstanding the foregoing, the sole purpose of this paragraph (34) is to define and apply the term “Leased Worker” strictly (and only) to the extent necessary to satisfy the minimum requirements of Section 414(n) of the Code relating to “leased employees.”  This paragraph (34) shall be interpreted, applied and, if and to the extent necessary, deemed modified without formal amendment of language, so as to satisfy solely the minimum requirements of Section 414(n) of the Code.

(35)         The term “Matching Account” shall mean the Separate Account of a Member to which Matching Contributions are credited in accordance with the provisions of Section 4.7(b).

(36)         The term “Matching Contributions” shall mean the contributions which an Employer contributes to the Plan in accordance with the provisions of Section 3.2.

(37)         The term “Member” shall mean an Eligible Employee who participates in the Plan in accordance with the provisions of Article II.

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(38)         The term “Participation Service” shall mean the measure of service used in determining a Part Time Employee’s or Temporary Employee’s eligibility to participate in the Plan as determined pursuant to Section 2.1(b).

(39)         The term “Part Time Employee” shall mean an Employee who is classified as a part time employee under the Employer’s regular payroll practices.

(40)         The term “Pay Period” shall mean the periodic payroll period for which a Member receives compensation from an Employer.

(41)         The term “Period of Service” shall mean each period of an individual’s Service commencing on his Employment Commencement Date or a Reemployment Date, if applicable, and ending on a Severance Date.  Notwithstanding the foregoing, a period during which an individual is absent from Service by reason of the individual’s pregnancy, the birth of a child of the individual, the placement of a child with the individual in connection with the adoption of such child by the individual, or for the purposes of caring for such child for the period immediately following such birth or placement shall not constitute a Period of Service between the first and second anniversary of the first date of such absence.  A Period of Service shall also include any period required to be credited as a Period of Service by federal law other than ERISA or the Code, but only under the conditions and to the extent so required by such federal law.  Further, to the extent required by section 414(n) of the Code and the applicable interpretative authority thereunder, an individual’s Period of Service shall include any period for which such individual was a Leased Worker (or would have been a Leased Worker but for the requirements of clause (a) of the definition of such term set forth in Section 1.1(34)).

(42)         The term “Period of Severance” shall mean each period of time commencing on an individual’s Severance Date and ending on a Reemployment Date.

(43)         The term “Permanent and Total Disability” shall mean a physical or mental condition which has resulted in an Employee being eligible for benefits under the Employer’s long-term disability income plan.  An Employee shall cease to be Permanently and Totally Disabled for purposes of the Plan as of the date he ceases to be eligible for benefits under the Employer’s long-term disability income plan.

(44)         The term “Plan” shall mean the profit-sharing plan set forth herein, which is called the “OneSubsea LLC Retirement Savings Plan,” with all amendments, modifications, and supplements hereafter made.

(45)         The term “Plan Year” shall mean the calendar year.

(46)         The term “Profit Sharing Account” shall be the account of a Member as referenced in an Addendum.

(47)         The term “Qualified Military Service”  shall mean any service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code or its successor) by an Employee who is entitled to reemployment rights under such chapter with respect to such service.

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(48)         The term “Reemployment Date” shall mean the first date on which an Employee completes an Hour of Service after a Severance Date.

(49)         The term “Regular Compensation” shall mean Compensation other than a Member’s Bonus Compensation.

(50)         The term “Retirement Account” shall mean the Separate Account of a Member to which Retirement Contributions are credited in accordance with the provisions of Section 4.7(c).

(51)         The term “Retirement Age” shall mean age 65 unless otherwise specified in an Addendum.

(52)         The term “Retirement Contributions” shall mean the contributions which an Employer contributes to the Plan in accordance with the provisions of Section 3.6.

(53)         The term “Rollover/Transfer Account” shall mean the Separate Account of a Member to which Rollover Contributions or Transfer Contributions are credited in accordance with the provisions of Section 3.3 or 3.4.

(54)         The term “Rollover Contribution” shall mean a contribution to the Plan made in accordance with Section 3.3 by any Eligible Employee of amounts received by him as an “eligible rollover distribution” within the meaning of Section 402(f)(2)(a) of the Code from:

(a) a qualified plan described in Section 401(a) or 403(a) of the Code (excluding after-tax employee contributions);

(b) an annuity contract described in Section 403(b) of the Code (excluding after-tax employee contributions);

(c) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (excluding after-tax employee contributions); or

(d) an individual retirement account or annuity described in Section 408(a) or (b) of the Code (excluding after-tax employee contributions), provided that the entire balance in or value of, as applicable, such individual retirement account or annuity is attributable to an ‘eligible rollover distribution’ within the meaning of Section 402(f)(2)(a) of the Code from a plan or contract described in clause (a) or (b) above that was contributed to such account or annuity, or a contribution to such account or annuity as a rollover from a plan described in paragraph (c) above pursuant to Section 457(e)(16), as adjusted for income or losses attributable thereto.

(55)         The term “Separate Account” shall mean any of the accounts established and maintained in accordance with the provisions of Section 6.5 by the Company which reflects the interest of the Basic Account, Supplemental Account, Matching Account, Retirement Account and Rollover/Transfer Account, as applicable, of a Member.

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(56)         The term “Service” shall mean the period of an individual’s employment with the Employer or a Commonly Controlled Entity.  In no event shall Service include any period of service with a corporation or other entity prior to the date it became a Commonly Controlled Entity or after it ceases to be a Commonly Controlled Entity except to the extent required by law, or to the extent determined by the Committee.  The Committee, in its discretion, may credit individuals with Service for service with the Employer or a prior employer for periods before such individual has commenced or recommenced participation in the Plan, but only if (i) such service would not otherwise be credited as Service and (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees.  In addition, the Committee, in its discretion, may credit individuals with Service based on imputed service for periods after such individual has commenced participation in the Plan while such individual is not performing service for the Employer or while such individual is an Employee with a reduced work schedule, but only if (i) such service would not otherwise be credited as Service, (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees, and (iii) the individual has not permanently ceased to perform service as an Employee, provided that the preceding clause (iii) of this sentence shall not apply if (x) the individual is not performing service for the Employer because of a disability, (y) the individual is performing service for another employer under an arrangement that provides some ongoing business benefit to the Employer, or (z) for purposes of vesting, the individual is performing service for another employer that is being treated under the Plan as actual service with the Employer.

(57)         The term “Severance Date” shall mean the later of (a) the date on which contributions to the Plan on behalf of a person cease, or (b) the date on which an Employee retires, becomes totally and permanently disabled, dies, or otherwise terminates employment; provided, however, that if an Employee is absent from employment while in active service in the Armed Forces of the United States, his Severance Date shall be the date on which he terminated his employment, unless he returns to employment with an Employer or a Controlled Entity during the time period prescribed by federal law; and provided further, that no Employee shall incur a Severance Date until the second anniversary of the first date on which such Employee is absent from employment with an Employer or a Controlled Entity for maternity or paternity reasons.  For purposes of this paragraph, an absence for maternity or paternity reasons means an absence due to the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or the caring of such child for a period beginning immediately following such birth or placement.  Notwithstanding the foregoing, if an Employee retires or dies, or his employment otherwise is terminated during a period of absence from employment for any reason other than retirement or termination, his Severance Date shall be the date of such retirement, death, or other termination of employment.  In any case where an Employee receives severance pay upon his termination of active employment as an Employee, the Employee’s Severance Date shall be the date after his termination of active employment as an Employee and prior to any resumption of such active employment on which the earlier occurs:  (i) his death, or (ii) the date on which he is last paid severance pay.

(58)         The term “Supplemental Account” shall mean the Separate Account for each Member which is credited with his Supplemental Contributions.

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(59)         The term “Supplemental Contributions” shall mean any contributions made to the Cameron International Corporation Retirement Savings Plan prior to April 1, 1996, by a Member as a “supplemental contribution” in accordance with the provisions of the Cameron International Corporation Retirement Plan in effect prior to April 1, 1996.

(60)         The term “Temporary Employee” shall mean an Employee who is classified as a temporary employee under the Employer’s regular payroll practices.

(61)         The term “Transferred Contributions” shall mean any assets which are transferred to the Trustee of the Plan in accordance with the provisions of Section 3.4.

(62)         The term “Trust” shall mean the trust established under the Trust Agreement to hold and invest contributions made under the Plan.

(63)         The term “Trust Agreement” shall mean the agreement between the Company and the Trustee establishing the Trust.

(64)         The term “Trustee” shall mean the trustee or trustees qualified and acting under the Trust Agreement at any time.

(65)         The term “Valuation Date” shall mean each business day for purposes of the New York Stock Exchange of each year.

(66)         The term “Vesting Service” shall mean the period of employment used in determining a Member’s vested interest in his Retirement Account in accordance with the provisions of Sections 7.5, 7.6, and 7.7.

1.2. Construction.

Where necessary or appropriate to the meaning hereof, the singular shall be deemed to include the plural and the masculine pronoun to include the feminine.

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ARTICLE II

ELIGIBILITY TO PARTICIPATE

2.1. Commencement of Participation.

(a) Each Eligible Employee (other than a Part Time Employee or Temporary Employee) whose Employment Commencement Date occurs on or after the Effective Date shall become a Member and participate in the Plan as of his Employment Commencement Date.

(b) Each Eligible Employee who is a Part Time Employee or Temporary Employee and whose Employment Commencement Date occurs on or after the Effective Date shall become a Member and participate in the Plan on the first Entry Date coincident with or next following the later of the date on which such Employee completes one year of Participation Service or the date on which such Employee attains the age of twenty-one.  An individual completes one year of Participation Service on the last day of the twelve-consecutive month period beginning with the individual’s Employment Commencement Date or beginning with anniversaries of such Employment Commencement Date during which such individual completes 1,000 Hours of Service.

(c) Notwithstanding the foregoing,

(i) A Member of the Plan prior to a termination of employment shall remain a Member upon his reemployment as an Eligible Employee;

(ii) A Temporary Employee or Part Time Employee who has completed one year of Participation Service and has attained the age of twenty-one but who has not become a Member because he was not an Eligible Employee shall become a Member upon the later of (A) the date he becomes an Eligible Employee as a result of a change in his employment status or (B) the first Entry Date upon which he would have become a Member if he had been an Eligible Employee;

(iii) A Temporary Employee or Part Time Employee who was an Eligible Employee who had completed one year of Participation Service but who had not attained the age of twenty-one prior to a termination of his employment shall become a Member upon the later of (i) the date of his reemployment as an Eligible Employee or (ii) the first Entry Date following his attainment of age twenty-one; and

(iv) A Temporary Employee or Part Time Employee who was an Eligible Employee and who had met the age and service requirements of this Section to become a Member, but who terminated employment prior to the Entry Date upon which he would have become a Member, shall become a Member upon the later of (i) the date of his reemployment as an Eligible Employee or (ii) the Entry Date upon which he would have become a Member if he had not terminated employment.

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2.2. Changes in Employment Status.

If a Member ceases to be an Eligible Employee but continues in the employment of an Employer as an Employee he shall continue as a Member until his participation is otherwise terminated in accordance with the provisions of the Plan; provided, however, that such Member shall share in Matching Contributions for any month of such continued participation only to the extent and on the basis of his Basic Contributions made during such month.  If a Member ceases to be an Eligible Employee but continues in the employment of an Employer or a Controlled Entity, he shall become an Inactive Member until his participation in the Plan is otherwise terminated in accordance with the provisions of the Plan or he again becomes an Employee and an active Member.

2.3. Election Form.

Each Member shall file with his Employer a written election in accordance with procedures established by the Committee with respect to his participation in the Plan.  For each Member who is eligible to make Basic Contributions and, if applicable, catch-up contributions pursuant to Section 3.1 and 3.5 of the Plan, respectively, such written election shall contain his authorization for his Employer to reduce his Compensation in order to make Basic Contributions and, if applicable, catch-up contributions on his behalf pursuant to such provisions. A Member’s written election pursuant to this Section 2.3 shall also contain his election as to the investment of all amounts allocated to his Separate Accounts pursuant to the provisions of Section 5.2.  A Member who is eligible to make Basic Contributions and, if applicable, catch-up contributions must file such written election with his Employer at least 20 days prior to the first day of the payroll period as of which he is eligible to make Basic Contributions (or at least 20 days prior to the first day of any subsequent payroll period for which he is eligible to make Basic Contributions), unless a shorter period of time is acceptable to the Committee.  Notwithstanding the foregoing, any Member need not elect to make any Basic Contributions under the Plan or be eligible to make such contributions in order to be eligible to receive Retirement Contributions, and the election of any such Member who has not elected to make Basic Contributions under the Plan, or is not eligible to make such contributions, shall relate solely to the investment of his Retirement Contributions, pursuant to Section 5.2.

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ARTICLE III

CONTRIBUTIONS

3.1. Basic Contributions.

Commencing with the date as of which he becomes a Member, each Member may elect to defer (a) an integral percentage of from 1% to 50% (or such lesser percentage as may be prescribed from time to time by the Company) of his Regular Compensation for a Plan Year, and (b) an integral percentage of from 1% to 50% (or such lesser percentage as may be prescribed from time to time by the Company) of his Bonus Compensation for a Plan Year, by having his Employer contribute the amounts so deferred to the Plan.  In restriction of the Members’ elections provided in Section 2.3, this Section, and Section 4.8, and except to the extent permitted under Section 3.5 and Section 414(v) of the Code, the Basic Contributions and the elective deferrals (within the meaning of Section 402(g)(3) of the Code) under all other plans, contracts and arrangements of the Employer on behalf of any Member for any calendar year shall not exceed the dollar limitation contained in Section 402(g) of the Code in effect for such calendar year.  If a Member elects to have such Basic Contributions made on his behalf, his Compensation shall be reduced by the percentage(s) he elects pursuant to the terms of the Compensation reduction authorization described in Section 2.3 or 4.8.  Unless specifically provided otherwise in the Plan, each Member who is an Eligible Employee may elect to have Basic Contributions made on his behalf to the Plan.  Notwithstanding the foregoing provisions of this Section 3.1, (x) Basic Contributions made with respect to a Plan Year on behalf of Highly Compensated Employees shall not exceed the limitations set forth in Section 4.1 and (y) notwithstanding anything to the contrary herein, the provisions of the Plan permitting separate elections as to Regular Compensation and Bonus Compensation shall be made available to eligible Members when applicable payroll and administrative procedures have been implemented, as determined by the Committee in its discretion and, until such time, a Member’s election to defer Compensation under the Plan shall apply to all his Compensation (subject to the applicable Plan and Code-based limitations on such deferrals).

Notwithstanding the foregoing paragraph, an Eligible Employee who is initially employed (or is reemployed) by an Employer on or after September 30, 2013 and who is eligible to elect to make Basic Contributions to the Plan pursuant to this Section 3.1, shall be deemed to have elected to defer as Basic Contributions an amount equal to 6% of his Compensation on a payroll period basis effective on the first day of the Eligible Employee’s employment by an Employer (or such later date as may be required by the Department of Labor), provided that such Eligible Employee has been provided notice of such automatic enrollment sent by the Committee (or its designee), in the form and manner prescribed by the Committee which shall be intended to comply with the notice requirements under Section 514(e) of ERISA and any regulations or guidance issued thereunder.

3.2. Matching Contributions.

On behalf of each Member, such Member’s Employer shall cause to be paid to the Trustee as its Matching Contribution hereunder for each payroll period an amount which equals 100 percent of the Basic Contributions, including catch-up contributions made pursuant to Section 3.5, for such payroll period which are attributable to the first six percent of the Compensation of each such Member for such payroll period.  In addition to the Matching Contributions made pursuant to the preceding sentence, for each Plan Year, on behalf of each Member who made Basic Contributions during such Plan Year, such Member’s Employer shall cause to be paid to the Trustee, as additional Matching Contributions hereunder, an amount equal to the difference, if any, between (1) the amount that is equal to 100% of the Basic Contributions, including catch-up contributions made pursuant to Section 3.5, for such Plan Year which are attributable to the first six percent of the Compensation of such Member and (2) the Matching Contributions for such Member for such Plan Year that were made pursuant to the preceding sentence.

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3.3. Rollover Contributions.

With the approval of the Committee and in accordance with procedures established by the Committee, a Member may elect to make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the assets in cash which constitute such Rollover Contribution at such time or times and in such manner as shall be specified by the Committee.  All Rollover Contributions shall be made in cash; provided, however, that in connection with a merger or acquisition by an Employer, the Committee may permit, in its sole discretion, in accordance with procedures established by the Committee, that Rollover Contributions of outstanding plan loans that are not in default may be made in kind.  Upon receipt by the Trustee, such assets shall be credited to a Rollover/Transfer Account established on behalf of such Member and shall be deposited in the Fund or Funds selected by the Member as indicated on his investment election filed with the Committee by the Member.  Such election shall specify a combination of investment selections among such Funds, in increments of integral percentages which, in the aggregate, equal 100 percent.  A Rollover Contribution by a Member pursuant to this Section 3.3 shall not be deemed to be a contribution of such Member for any purpose of the Plan and shall be fully vested in the Member at all times.

3.4. Transferred Contributions.

The Committee may cause the transfer to the Trustee of funds representing the vested account balances (hereinafter referred to as “Transferred Contributions”) of Members held by a funding agent of a tax-qualified plan (hereinafter referred to as a “transferor plan”) in which such Members previously participated; provided, however, that such transfer shall be made at such time or times and in such manner as shall be specified by the Committee in accordance with procedures established by the Committee; and provided further that the Committee shall ensure that (i) no such transfer shall occur from a transferor plan on behalf of a Member who was at any time a five percent owner of the employer maintaining such transferor plan; and (ii) no portion of such transfer shall be composed of assets attributable to deductible employee contributions.  The Trustee shall credit the Rollover/Transfer Account of any Member on whose behalf such funds were transferred and shall deposit such funds in the Fund or Funds selected by the Member as indicated on his investment election filed with his Employer by such Member.  Such election shall specify a combination of investment selections among the Funds, in increments of integral percentages which, in the aggregate, equal 100 percent.  The portion of the Rollover/Transfer Account of a Member attributable to Transferred Contributions shall be fully vested in such Member at all times.

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3.5. Catch-Up Contributions.

All Eligible Employees who are eligible to make Basic Contributions to the Plan pursuant to Section 3.1 above for a Plan Year and who will have attained age 50 before the close of such Plan Year shall be eligible to make catch-up contributions to the Plan for such Plan Year in accordance with, and subject to the limitations of, Section 414(v) of the Code.  Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code, as described, respectively, in Sections 3.1 and 16.3 of the Plan.  The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.  Catch-up contributions made by a Member pursuant to this Section 3.5 shall be treated as Basic Contributions for all purposes of the Plan except as otherwise specifically provided; provided, however, that catch-up contributions shall not be subject to the maximum percentage deferral limit that applies to Basic Contributions pursuant to Section 3.1.

3.6. Retirement Contributions.

Each Employer shall cause to be paid to the Trustee as its Retirement Contributions hereunder for each payroll period an amount which equals 3% of the Compensation received by each Member for such payroll period.  Retirement Contributions shall be made without regard to current or accumulated profits of the Employer.  Notwithstanding the foregoing, the Plan is intended to qualify as a profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the Code.

3.7. Effect of Plan Termination or Withdrawal.

Notwithstanding any other provision of the Plan to the contrary, the termination of the Plan or the withdrawal of an Employer from the Plan shall terminate the liability of the Employer or such Employer, respectively, to make further Matching Contributions and Retirement Contributions hereunder.

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ARTICLE IV

ADMINISTRATION OF CONTRIBUTIONS

4.1. Limitations on Basic Contributions.

The Plan shall utilize the safe harbor method of satisfying the “actual deferral percentage” test set forth in Section 401(k)(3) of the Code pursuant to Section 401(k)(12) of the Code and Section 1.401(k)-3 of the Treasury regulations by making Matching Contributions which satisfy the matching safe harbor contributions requirements of Section 401(k)(12)(B) of the Code.

4.2. Excess Elective Deferrals.

If a Member who had Basic Contributions made on his behalf for a Plan Year files with the Committee, within the time limit prescribed by the Committee after the end of such Plan Year, a written statement, on a form acceptable to the Committee, that he has elective deferrals within the meaning of Section 402(g) of the Code for the taxable year in excess of the dollar limitation on elective deferrals in effect for such taxable year, and specifying the amount of such excess the Member claims as allocable to the Plan, the amount of such excess, adjusted for income or loss attributable to such excess elective deferral, shall be distributed to the Member by April 15 of the year following the year of the excess elective deferral and Matching Contributions thereon shall be forfeited.  Notwithstanding the foregoing or any other provision of the Plan, distributions pursuant to this Section 4.2 shall be (i) adjusted for income or loss allocated thereto through the last day of the Plan Year to which such excess deferrals relate in the manner determined by the Company in accordance with any method permissible under applicable Treasury regulations and (ii) made proportionately from the Separate Accounts to which Basic Contributions were made for the applicable Plan Year.

4.3. Limitation on Matching Contributions.

The Plan shall utilize the safe harbor method of satisfying the “actual contribution percentage” test set forth in Section 401(m)(2) of the Code pursuant to Section 401(m)(11) of the Code and Section 1.401(m)-3 of the Treasury regulations.

4.4. Delivery of Contributions.

Each Employer shall cause to be delivered to the Trustee all Basic, Matching, Retirement, Rollover, and Transferred Contributions made in accordance with the provisions of Article III as soon as reasonably practicable; provided, however, that Basic Contributions elected by each Member shall be deducted from his Compensation for each payroll period and shall be paid by the Employer to the Trust as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets; and further provided, however, that in no event shall such date occur later than the fifteenth (15th) business day of the month following the month in which such contribution amounts would otherwise have been payable to the Member in cash; and further provided, however, that Matching Contributions with respect to Basic Contributions made in accordance with Section 3.2 during a Plan Year quarter shall be delivered to the Trustee no later than the last day of the Plan Year quarter following the Plan Year quarter during which such Basic Contributions were made.

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4.5. Allocation of Matching Contributions.

The Matching Contributions of an Employer for any month shall be considered allocated to the Members’ Matching Accounts for whom such contributions are made no later than the last day of the Plan Year for which they are made, as determined pursuant to Section 3.2, except as provided in Section 4.7(b).

4.6. Allocation of Retirement Contributions.

The Retirement Contribution of an Employer for any payroll period shall be allocated as of the date such contribution is received by the Trust to the Retirement Accounts of the Retirement Contributions Members for whom such contribution is made.

4.7. Crediting of Contributions.

Subject to the provisions of Article VII, contributions made to the Plan shall be credited to the Separate Accounts of a Member in the following manner:

(a) The amount of Basic Contributions made on behalf of a Member shall be credited to such Member’s Basic Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

(b) The amount of Matching Contributions allocated to a Member shall be credited to such Member’s Matching Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

(c) The amount of Retirement Contributions allocated to a Retirement Contributions Member shall be credited to such Member’s Retirement Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

4.8. Changes in Reduction and Deduction Authorizations.

Effective as of any payroll period, any Member who is eligible to make Basic Contributions under the Plan may suspend his Basic Contributions or change (a) the percentage of his Regular Compensation which is contributed as Basic Contributions or (b) the percentage of his Bonus Compensation which is contributed as Basic Contributions in accordance with the procedures and within the time period prescribed by the Plan Administrator.  Notwithstanding the foregoing, any Member who makes such change(s) shall be limited to the percentage of his Compensation that does not exceed the applicable limitations set forth in Section 3.1, and, if applicable, Section 3.5.  If the Committee determines that a reduction of Compensation deferral elections made pursuant to Sections 2.3, 3.1, and this Section 4.8 is necessary to insure that the restrictions set forth in Sections 3.1 or 16.3 are met for any Plan Year, the Committee may reduce the elections of affected Members on a temporary and prospective basis in such manner as the Committee shall determine.

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ARTICLE V

DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

5.1. Deposit of Contributions.

Any Basic Contributions of a Member which are credited to a Member’s Basic Account, any Matching Contributions which are credited to a Member’s Matching Account and any Retirement Contributions which are credited to a Member’s Retirement Account shall be deposited by the Trustee in such Fund or Funds selected by such Member in accordance with the provisions of Section 5.2.  The Trustee shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.

5.2. Investment of Accounts.

(a) Each Member shall designate, in accordance with the procedures established by the Committee, the manner in the amounts allocated to his Separate Accounts shall be invested from among the Funds made available from time to time by the Committee pursuant to Section 6.2.  A Member may designate one of such Funds for all of the contributions to his Separate Accounts, or he may split the investment of the amounts allocated to such Accounts among such Funds in such increments as the Committee may prescribe.  If permitted under and in accordance with the procedures established by the Committee from time to time, a Member may make designate that certain of his Separate Accounts be invested in different Funds than he has designated for the investment of his other Separate Accounts.  If a Member fails to make a designation of 100% of the contributions to his Separate Accounts, such nondesignated contributions shall be invested in the Fund or Funds designated by the Committee from time to time in a uniform and nondiscriminatory manner.

(b) A Member may change his investment designation for future contributions to be allocated to his Separate Accounts.  Any such change shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee.

(c) A Member or Inactive Member may convert his investment designation with respect to amounts already allocated to any of his Separate Accounts that are invested in one of the Funds; provided, however, that such conversion may be made only to one or more of those Funds made available by the Committee pursuant to Section 6.2.  Any such conversion shall be made in accordance with the procedures established by the Committee, and the frequency of such conversions may be limited by the Committee.  Notwithstanding the foregoing, periodic, reasonable opportunities occurring no less frequently than quarterly shall be provided to convert any amounts invested in the Common Stock Fund, and no restrictions or conditions shall apply with respect to any investment in the Common Stock Fund that does not apply with respect to the investment of other assets of the Plan except as otherwise permitted under Section 401(a)(35) of the Code and the regulations promulgated thereunder.

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5.3. Elimination of Funds.

Notwithstanding any provision in this Article V to the contrary, in the event any one or more of the Funds (other than the Common Stock Fund) is eliminated as an investment fund by the Committee, each Member and Inactive Member who has an investment election in effect that designates such investment fund for the investment of amounts allocated to such individual’s Separate Accounts, shall designate a continuing Fund or Funds made available under the Plan pursuant to Section 6.2 for the investment of such amounts; provided, however, that in the event such individual fails to make such a designation, such contributions or amounts shall be invested in a the Fund or Funds designated by the Committee in a uniform and nondiscriminatory manner.

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ARTICLE VI

ESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS

6.1. Investment Responsibility.

The Plan is intended to constitute a plan described in Section 404(c) of ERISA and DOL Regs. Section 2550.404c-1 and insofar as the Plan complies with said Section 404(c), Plan fiduciaries shall be relieved of liability for any losses which are the direct result of investment instructions given by Members, Inactive Members, and Beneficiaries.

6.2. Establishment and Maintenance of Funds.

The Committee shall cause at least three Funds to be established and maintained at all times. Each such Fund shall be diversified and shall have different risk and return characteristics from the other Funds.  Any Fund that invests primarily in investments with restrictions regarding Funds to which investment transfers may be made or to which a minimum investment period is applicable shall not be considered as one of such requisite three Funds.  The Funds established by the Committee pursuant to this Section 6.2 shall be in addition to the Common Stock Fund, which shall be established and maintained pursuant to Section 6.3.

6.3. Common Stock Fund.

A Common Stock Fund shall be established, and it is the express intention of the Company, as the settlor of the Plan, that it be maintained at all times under the Plan. The assets of the Common Stock Fund shall be invested by the Trustee solely in Common Stock; provided, however, that the Common Stock Fund may hold an amount of cash to the extent required in lieu of holding fractional shares of Common Stock.  The Trustee shall receive Common Stock from the Company or purchase Common Stock in the market.  The Common Stock Fund is mandated under the Plan as a matter of Plan design, and it is the express intention of the Company, as the settlor of the Plan, to afford Members, Inactive Members, Beneficiaries and alternate payees the opportunity to invest in Common Stock through their Separate Accounts under the Plan.  None of the Executive Committee, the Committee, the Company or any of its officers, directors or employees either encourages or discourages investment in the Common Stock Fund.  Members, Inactive Members, Beneficiaries and alternate payees should understand that the Common Stock Fund is only one of several Funds offered for the investment of Separate Accounts under the Plan and that they are free to invest in any Fund, and to determine, in their own discretion, whether or not to invest in any Fund (including, without limitation, the Common Stock Fund).  All Members, Inactive Members, Beneficiaries and alternate payees whose Separate Accounts are invested in the Common Stock Fund, or who are considering investing their Separate Accounts in the Common Stock Fund, should understand that:  (1) the Common Stock Fund represents the investment in the equity securities of a single company and, therefore, may be inherently subject to wider price swings, up and down and in shorter periods of time, than other Funds offered under the Plan, (2) the Common Stock Fund should be viewed as a long term investment option which will be maintained under the Plan indefinitely, and (3) the fiduciaries of the Plan will not override any instructions that Members, Inactive Members, Beneficiaries and alternate payees may provide requesting that all or part of their Separate Accounts be invested in the Common Stock Fund nor can they act to eliminate or otherwise restrict the inclusion of the Common Stock Fund as a Fund offered under the Plan.

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6.4. Income on Trust Funds.

Unless specifically provided otherwise in the Plan or the Trust Agreement, any dividends, interest, distributions, or other income received by the Trustee in respect of a Fund shall be reinvested by the Trustee in the Fund with respect to which such income was received by it.

6.5. Separate Accounts.

Each Member shall have established in his name Separate Accounts which shall be dependent upon the manner in which the assets of his Basic, Supplemental, Matching, Retirement and Rollover/Transfer Accounts are invested.

6.6. Voting of Common Stock in the Common Stock Fund.

Each Member or Beneficiary who has shares of Common Stock allocated to his Separate Accounts shall be a named fiduciary with respect to the voting of Common Stock held thereunder and shall have the following powers and responsibilities:

(a) Prior to each annual or special meeting of the shareholders of the Company, the Committee shall cause to be sent to each Member and Beneficiary who has Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund under the Plan a copy of the proxy solicitation material therefor, together with a form requesting confidential voting instructions, with respect to the voting of such Common Stock as well as the voting of Common Stock for which the Trustee does not receive instructions.  Each such Member and/or Beneficiary shall instruct the Trustee to vote the number of such uninstructed shares of Common Stock equal to the proportion that the number of shares of Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund bears to the total number of shares of Common Stock in the Plan for which instructions are received.  Upon receipt of such a Member’s or Beneficiary’s instructions, the Trustee shall then vote in person, or by proxy, such shares of Common Stock as so instructed.

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(b) The Committee shall cause the Trustee to furnish to each Member and Beneficiary who has Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund under the Plan notice of any tender or exchange offer for, or a request or invitation for tenders or exchanges  of, Common Stock made to the Trustee.  The Trustee shall request from each such Member and Beneficiary instructions as to the tendering or exchanging of Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund and the tendering or exchanging of Common Stock for which the Trustee does not receive instructions.  Each such Member shall instruct the Trustee with respect to the tendering or exchanging of Common Stock for which the Trustee does not receive instructions.  Each such Member shall instruct the Trustee with respect to the tendering or exchanging of the number of such uninstructed shares of Common Stock equal to the proportion that the number of the shares of Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund bears to the total number of shares of Common Stock in the Plan for which instructions are received.  The Trustee shall provide Members and Beneficiaries with a reasonable period of time in which they may consider any such tender or exchange offer for, or request or invitation for tenders or exchanges of, Common Stock made to the Trustee.  Within the time specified by the Trustee, the Trustee shall tender or exchange such Common Stock as to which the Trustee has received instructions to tender or exchange from Members and Beneficiaries.

(c) Instructions received from Members and Beneficiaries by the Trustee regarding the voting, tendering, or exchanging of Common Stock shall be held in strictest confidence and shall not be divulged to any other person, including officers or employees of the Company, except as otherwise required by law, regulation or lawful process.

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ARTICLE VII

VESTING

7.1. Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

A Member shall be 100 percent vested in the balance of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

7.2. Vesting in Retirement Contributions.

A Member shall be vested in the balance of his Retirement Account in accordance with the following schedule:

Years of Vesting Service	Vested Percentage
Less than 3	0%
3 or more	100%

Notwithstanding the foregoing, upon the occurrence of one of the events hereinafter listed while a Member is an Employee, such Member shall be 100% vested in the balance of his Retirement Account:

(i) attainment of Retirement Age;

(ii) death; or

(iii) Permanent and Total Disability.

7.3. Forfeitures.

At the time a Member or Inactive Member terminates employment with the Company and its Controlled Entities prior to attaining Retirement Age for any reason other than Permanent and Total Disability or death, only his vested interest in his Retirement Account shall be distributable pursuant to the provisions of Sections 10.2, 10.3, and 10.4 and his unvested interest shall be governed by the following provisions.

(a) The unvested portion of such a Member’s Retirement Account shall be forfeited at the earliest of the following:

(i) the date on which the Member’s entire vested interest in his Retirement Account is considered distributed under paragraph (c) below; or

(ii) the date such Member completes a Period of Severance of five consecutive years; or

(iii) the date of the Member’s death.

(b) Forfeitures from Retirement Accounts shall be applied against the Employer’s next contribution obligation with respect to Retirement Contributions under the Plan.

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(c) A zero vested balance of a Member or Inactive Member shall be treated as though it were distributed immediately when employment terminates.

(d) If a Member or Inactive Member is reemployed prior to completing a Period of Severance of five consecutive years but after a forfeiture under paragraph (a) above because of an imputed distribution, the forfeited amount(s), unadjusted for interim gains or losses, shall be subject to restoration under paragraph (e).

(e) Amount(s) subject to restoration under paragraph (d) shall be credited to the Member’s Retirement Account upon reemployment and shall be made from the assets of a special contribution of the Company which shall not constitute an “annual addition” within the meaning of Section 415 of the Code.

7.4. Election of Former Vesting Schedule.

In the event the Committee adopts an amendment to the Plan that directly or indirectly affects the computation of a Member’s nonforfeitable interest in his Retirement Account, any Member who is credited with three or more years of Vesting Service shall have a right to have his nonforfeitable interest in such account as of the effective date of the amendment continue to be determined under the vesting schedule in effect prior to such amendment rather than under the new vesting schedule, unless the nonforfeitable interest of such Member in such account under the Plan, as amended, at any time is not less than such account interest determined without regard to such amendment.  A Member shall exercise such right by giving written notice of his exercise thereof to the Committee within 60 days after the latest of (i) the date he received notice of such amendment from the Committee, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.  Notwithstanding the foregoing provisions of this Section 7.4, the vested interest of each Member on the effective date of such amendment shall not be less than his vested interest under the Plan through the later of the effective date or the date the Plan amendment is adopted.

7.5. Vesting Service.

Subject to the provisions of Sections 7.7 and 7.8, for each Plan Year beginning on or after the Effective Date, a Member shall be credited with Vesting Service in an amount equal to his aggregate Periods of Service whether or not such Periods of Service are completed consecutively and regardless of when completed.  Notwithstanding anything to the contrary in the preceding sentence, (1) if a Member terminates his Service (at a time other than during a leave of absence) and subsequently resumes his Service, if his Reemployment Date is within twelve months of his Severance Date, such Period of Severance shall be treated as a Period of Service for purposes of this Section, and (2) if a Member terminates his Service during a leave of absence and subsequently resumes his Service, if his Reemployment Date is within twelve months of the beginning of such leave of absence, such Period of Severance shall be treated as a Period of Service for purposes of the preceding sentence.

7.6. Transfers.

Notwithstanding the provisions of Section 7.5, years of Vesting Service credited to a person shall be subject to the following:

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(a) Any person who transfers or re-transfers to employment with an Employer as an Eligible Employee directly from other employment (i) with the Employer in a capacity other than as an Employee or (ii) with a Controlled Entity, shall be credited with years of Vesting Service, for such other employment as if such other employment were employment with an Employer as an Eligible Employee for the entire period of employment.

(b) Any person who transfers from employment with an Employer as an Eligible Employee directly to other employment (i) with an Employer in a capacity other than as an Eligible Employee or (ii) with a Controlled Entity, shall be deemed by such transfer not to lose his credited years of Vesting Service, and shall be deemed not to retire or otherwise terminate his employment until such time as he is no longer in the employment of a Controlled Entity, at which time he shall become entitled to benefits, if he is otherwise eligible therefor under the provisions of the Plan; provided, however, that up to such time he shall receive credit for years of Vesting Service for such other employment as if such other employment were employment with the Employer as an Eligible Employee.

7.7. Loss and Reinstatement of Years of Vesting Service.

Except as otherwise specifically provided in this Section 7.7, a Member’s years of Vesting Service to be taken into account in determining his vested interest in his Retirement Account shall be lost if he retires or if his employment with an Employer and its Controlled Entities terminates for any other reason and, if he thereafter returns to employment as an Eligible Employee, he shall be treated for Plan purposes as a new Eligible Employee.  Notwithstanding the foregoing provisions, a retired or former Member who returns to employment with an Employer or a Controlled Entity shall be reinstated with the years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment if:

(a) he was eligible for a benefit from his Retirement Account, or he had an amount greater than zero credited to his Basic Account, his Matching Account, or his Supplemental Account at the time of his previous retirement or other termination of employment, or

(b) he terminated his employment before satisfying the conditions of eligibility for a benefit from his Retirement Account, and with no amount then credited to his Basic Account, his Matching Account, or his Supplemental Account and he is reemployed by an Employer or a Controlled Entity before he incurs a Period of Severance that equals or exceeds the greater of five years or his aggregate Period of Service completed before such Period of Severance.

Years of Vesting Service which are reinstated under this Section 7.7 shall be reinstated in accordance with and subject to all applicable provisions of the Plan with respect to reemployment.

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7.8. Prior Plan Vesting and Forfeitures.

A Member or an Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer shall be subject to the additional vesting and forfeiture provisions, if any, as specified in an Addendum.

7.9. Finality of Determinations.

Notwithstanding anything to the contrary contained in this Article VII, there shall be no duplication of years of Vesting Service credited to an Employee for any one period of his employment with an Employer or a Controlled Entity.  All determinations with respect to the crediting of years of Vesting Service under the Plan shall be made on the basis of the records of the Employers, and all determinations so made shall be final and conclusive upon Eligible Employees, former Eligible Employees, and all other persons claiming a benefit interest under the Plan.  In addition, the Committee shall have the exclusive responsibility with respect to determining the amount of Basic, Matching, and Retirement Contributions, and any adjustment thereto to comply with the terms of the Plan or the Code.  A determination so made shall be final and conclusive upon the Employer, all Members, and Beneficiaries.

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ARTICLE VIII

WITHDRAWALS WHILE EMPLOYED

8.1. Withdrawals Prior to Age 59½.

Subject to the provisions in this Section 8.1, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has not attained age 59½, may:

(a) file a written request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Separate Accounts attributable to Basic, Rollover, Supplemental and Transferred Contributions.  Such withdrawal shall be permitted only if (i) the reason for the withdrawal is to enable the Member to meet an immediate and heavy financial need which meets the requirements of Section 401(k) of the Code and regulations thereunder and which cannot be reasonably relieved from other sources, including but not limited to sources outside the Plan and all other accounts and available nontaxable loans under the Plan; provided, however, that a Member shall not be required to take actions that would have the effect of increasing the amount of the need or to take commercial loans that are not available on reasonable commercial terms, and (ii) would not exceed the lesser of the balance of such Separate Accounts or the amount required to meet the need for which the withdrawal is requested.  The amount required to meet the immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.  If the Committee approves such request, such withdrawal shall be made from a Member’s Separate Accounts in accordance with procedures established by the Committee.  A withdrawal shall be deemed to be made on account of an immediate and heavy financial need of a Member if the withdrawal is for:

(1) Expenses for medical care described in Section 213(d) of the Code previously incurred by the Member, the Member’s spouse, or any dependents of the Member (as defined in Section 152 of the Code and determined without regard to Section 152(b)(1), (b)(2), or (d)(1)(B) of the Code) or necessary for those persons to obtain medical care described in Section 213(d) of the Code and not reimbursed or reimbursable by insurance, determined without regard to whether such expenses exceed 7.5% of adjusted gross income;

(2) Costs directly related to the purchase of a principal residence of the Member (excluding mortgage payments);

(3) Payment of tuition and related educational fees, and room and Board expenses, for the next twelve months of post-secondary education for the Member or the Member’s spouse, children, or dependents (as defined in Section 152 of the Code and determined without regard to Section 152(b)(1), (b)(2), or (d)(1)(B) of the Code);

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(4) Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the Member’s principal residence; or

(5) Payments for burial or funeral expenses for the Member’s deceased parent, spouse, children or dependents (as defined in Section 152 of the Code and without regard to Section 152(d)(1)(B) of the Code);

(6) Expenses for the repair of damage to the Member’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceed 10% of the Member’s adjusted gross income); or

(7) Such other financial needs that the Commissioner of Internal Revenue may deem to be immediate and heavy financial needs through the publication of revenue rulings, notices, and other documents of general applicability.

The above notwithstanding, withdrawals under this Paragraph from a Member’s Basic Account shall be limited to the sum of the Member’s Basic Contributions to the Cameron International Corporation Retirement Savings Plan, plus income allocable thereto and credited to the Member’s Basic Account as of the Valuation Date coincident with or next preceding December 31, 1988, less any previous withdrawals of such amounts.

(b) file a request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Supplemental Account.

(c) file a request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of his Rollover Contributions (along with any earnings and net of any losses attributable thereto).

8.2. Withdrawals After Age 59½.

Subject to the provisions of this Section 8.2, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has attained  at least age 59½, may file a written request with his Employer in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Separate Accounts; provided, however, that such a Member may request a withdrawal of amounts credited to his Separate Accounts only to the extent of his vested interest in such amounts, as determined in accordance with Section 7.2.  A withdrawal made pursuant to this Section 8.2 shall be made from a Member’s or Inactive Member’s Separate Accounts as elected by such Member or Inactive Member.

8.3. Form of Withdrawals.

All withdrawals made from Separate Accounts invested in the Funds, other than the Common Stock Fund, shall be in the form of cash.  All withdrawals made from Separate Accounts invested in the Common Stock Fund shall be in the form of Common Stock or cash, as elected by the Member; provided, however, that the value of any fractional shares of Common Stock shall be distributed in the form of cash.  Any withdrawal hereunder which constitutes an Eligible Rollover Distribution shall be subject to the direct rollover election described in Section 10.9.

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8.4. Withdrawals of Prior Plan Amounts.

In addition to all other withdrawal rights available pursuant to this Article VIII, a Member or an Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer and who is receiving Compensation from a Controlled Entity shall have the additional withdrawal rights, if any, as specified in an Addendum.

8.5. No Restriction from Making Basic Contributions.

Notwithstanding anything to the contrary in the Plan, no Member shall be restricted from making Basic Contributions under the Plan by reason of having received a withdrawal of amounts credited to his Separate Accounts prior to his severance from employment with the Company and its Controlled Entities.

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ARTICLE IX

LOANS

9.1. Eligibility for Loan.

Upon application by (1) any Member who (a) is on the United States payroll of the Employer and (b) is receiving compensation other than severance pay from a Controlled Entity, or (2) any Member (x) who is a party-in-interest, as that term is defined in section 3(14) of ERISA, as to the Plan, (y) who is no longer employed by the Employer, who is a beneficiary of a deceased Member, or who is an alternate payee under a qualified domestic relations order, as that term is defined in section 414(p)(8) of the Code, and (z) who retains a balance in his Separate Account under the Plan (an individual who is eligible to apply for a loan under this Article being hereinafter referred to as a “Member”), the Committee may in its discretion direct the Trustee to make a loan or loans to such Member provided that the Committee has confirmed that such Member has not had an outstanding loan from the Plan for at least one month and provided further that the Committee has determined that such a loan from the Plan to such Member is not prohibited by applicable law.  Such loans shall be made pursuant to the provisions of the Plan’s written loan procedure, as adopted and amended from time to time by the Committee, which procedure is hereby incorporated by reference as a part of the Plan.

9.2. Maximum Loan.

(a) A loan to a Member may not exceed 50% of the nonforfeitable balance of such Member’s Separate Accounts (excluding his Retirement Account).

(b) Paragraph (a) above to the contrary notwithstanding, the amount of a loan made to a Member under this Article shall not exceed an amount equal to the difference between:

(i) The lesser of $50,000 (reduced by the excess, if any, of (A) the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which the loan is made over (B) the outstanding balance of loans from the Plan on the date on which the loan is made) or one-half of the present value of the Member’s total nonforfeitable accrued benefit under all qualified plans of the Employer or a Controlled Entity; minus

(ii) The total outstanding loan balance of the Member under all other loans from all qualified plans of the Employer or a Controlled Entity.

9.3. Loans from Prior Plan Amounts.

In addition to all other loan rights available pursuant to this Article IX, a Member or an Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer and who is receiving Compensation from a Controlled Entity shall have the additional loan rights, if any, as specified in an Addendum.

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ARTICLE X

DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT

10.1. Eligibility for Distribution.

Upon termination of employment with the Controlled Entities, each Member and Inactive Member shall be entitled to receive the entire interest of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts and the vested interest of his Retirement Account, if any, in accordance with his provisions of Sections 10.2 and 10.3.  Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon “termination of employment,” a Member’s vested interest in his Separate Accounts shall be distributed on account of the Member’s “severance from employment” as such term is used in Section 401(k)(2)(B)(i)(I) of the Code.  If a Member’s employment status changes from that of a common law employee of the Employer to a Leased Employee, such Participant shall not be deemed to have a “severance from employment” and, therefore, will not be eligible for a distribution under the Plan as a result of such employment status change.  Further, a Member’s deemed severance from employment pursuant to Section 414(u)(12)(B)(i) shall not be a “severance from employment” for purposes of this Section 10.1, and, therefore, such Member shall not be eligible for a distribution under the Plan as a result of such deemed severance.

10.2. Distribution of Separate Accounts.

Subject to the provisions of Section 10.3, the Committee shall direct the Trustee to make distribution to a Member or Inactive Member, who becomes eligible to receive the vested interest of his Separate Accounts pursuant to the provisions of Section 10.1 in the manner hereinafter set forth.

(a) Distributions of $1,000 or Less.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is $1,000 or less (or $5,000 or less in the case of a distribution after a Member’s death), distribution thereof shall be made to such a Member (or his Beneficiary, as applicable) as soon as practicable in a single sum payment.

(b) Distributions of More than $1,000 But Not More Than $5,000.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is more than $1,000 but not more than $5,000, such Member may elect to receive distribution of such Accounts as soon as practicable in a single sum payment at any time prior to attainment of age 70½; provided, however, distribution after a Member’s death may be made without consent pursuant to Section 10.2(a) if the value of the vested interest in his Account(s) is $5,000 or less.  Such election may be made without the consent of such Member’s spouse, if any.  In the event of a distribution pursuant to this Section 10.2(b), if the Member does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Member in a direct rollover in accordance with Section 10.9 or to receive the distribution directly in accordance with this Section 10.2(b), then the Plan Administrator will direct the Trustee to pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator.

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(c) Distributions of Over $5,000.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is in excess of $5,000 such Member may elect to receive distribution of his Separate Accounts in a single sum payment at any time prior to attainment of age 70½.  No less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than 180 days before the date a Member’s Plan interest is to be distributable to him, the Committee shall inform the Member of his right to defer the distribution of his benefit and shall describe the Member’s Eligible Rollover Distribution election rights pursuant to Section 10.9.  Such information shall also describe for the Member the consequences of failing to defer the distribution of his Plan interest.  Notwithstanding the foregoing, no such distribution may be made to a Member or Inactive Member prior to Retirement Age, unless such Member consents in writing to such distribution.

(d) Disregard of Rollover Contributions for Valuation of Involuntary Cash Outs in Certain Cases.  For purposes of application of the $5,000 threshold of Sections 10.2(a), 10.2(b), 10.2(c) and 12.5, the value of a Member’s vested interest in his Separate Accounts shall be determined without regard to that portion of such accounts which is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code.  If the value of a Member’s Separate Accounts as so determined is $5,000 or less, the Member’s entire nonforfeitable account balance (including amounts attributable to such Rollover Contributions) shall be distributable pursuant to an election under Section 10.2(b) or distributed pursuant to Section 10.2(a) or 12.5, as applicable.

10.3. Time and Form of Distribution.

Unless the Member or Inactive Member otherwise elects (or is deemed to elect otherwise because the present value of such Member’s nonforfeitable benefit exceeds $5,000 and he fails to consent to a distribution while his benefit is immediately distributable within the  meaning of Treasury Regulations), the payment of benefits under the Plan to such Member shall begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

(i) The date on which such Member attains age 65;

(ii) The tenth anniversary of the date on which such Member commenced participation in the Plan; and

(iii) The date on which such Member terminates service with the Controlled entities.

All single sum distributions shall be made in cash; provided, however, a Member (or, if authorized by the Member, his designated beneficiary or legal representative in the case of a deceased Member), may elect to have the portion of his Accounts that is then invested in the Common Stock Fund distributed in whole shares of Common Stock, with any partial shares to be distributed in cash.

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10.4. Limitation on Commencement of Distribution.

Notwithstanding any provision in the Plan to the contrary, all distributions required under this Article X shall be determined and made in accordance with the regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirements of Section 1.401(a)(9)-2 of the regulations.  Accordingly, the entire interest of a Member or Inactive Member in his Separate Accounts must be distributed, or must begin to be distributed, no later than such Member’s Mandatory Distribution Date.  The Mandatory Distribution Date of a Member or Inactive Member shall be determined as follows:

(i) The Mandatory Distribution Date of such a Member who attains age 70½ shall be the first day of April of the calendar year following the later of (A) the calendar year in which such Member attains age 70½ or (B) the calendar year in which such Member terminates his employment with the Employer (provided, however, that Clause (B) of this sentence shall not apply in the case of a Member who is a “five-percent Owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains age 70½).

(ii) The Mandatory Distribution Date of a Member who dies before another Mandatory Distribution Date shall be (A) if payable to other than the Member’s spouse, the last day of the one-year period following the death of such Member or (B) if payable to the Member’s spouse, after the date upon which such Member would have attained age 70-1/2, unless such surviving spouse dies before payments commence, in which case the Mandatory Distribution Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.

Minimum distributions shall be determined in accordance with Section 10.12.

10.5. Restriction on Alienation.

Except as provided in Sections 401(a)(13)(B) and 414(p) of the Code relating to qualified domestic relations orders, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process.  No person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate, or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

10.6. Payments to Incompetents or Minors.

In the event that it shall be found that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, or is a minor, such amount (unless prior claim therefor shall have been made a duly qualified guardian or other legal representative) may, in the discretion of the Committee, be paid to a duly appointed guardian or to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual.  The Trustee shall make such payment only upon receipt of written instructions to such effect from the Committee.  Any such payment shall be charged to the Separate Accounts from which any such payment would otherwise have been paid to the individual found to be a minor or incapable of attending to his financial affairs and shall be a complete discharge or any liability therefor under the Plan.

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10.7. Commercial Annuities.

In any case where a benefit payable under the Plan is to be paid in the form of a commercial annuity, a commercial annuity contract shall be purchased and distributed to the Member, Inactive Member, or Beneficiary, as the case may be.  Upon the distribution of any such contract, the Plan shall have no further liability with respect to the amount used to purchase the annuity contract and the company issuing such contract shall be solely responsible to the recipient of the contract for the annuity payments thereunder.  All certificates for commercial annuity benefits shall be non-transferable, and no benefit thereunder may be sold, assigned, discounted, or pledged.  Any commercial annuity purchased under the Plan shall contain such terms and provisions as may be necessary to satisfy the requirements under the Plan.

10.8. Actuarial Equivalency.

With respect to any benefit payment pursuant to the Plan, whichever form of payment is selected, the value of such benefit shall be the actuarial equivalent of the value of the vested balance of the Separate Accounts to which the particular Member, Inactive Member, or Beneficiary, as the case may be, is entitled.

10.9. Eligible Rollover Distributions.

Each Member and Beneficiary who receives an Eligible Rollover Distribution may elect in the time and in a manner prescribed by the Committee to have all or any portion of such Eligible Rollover Distribution transferred to an Eligible Retirement Plan; provided, however, that only one such transfer may be made with respect to an Eligible Rollover distribution to an Eligible Retirement Plan.  Notwithstanding the foregoing, the Member may elect, after receiving the notice required under Section 402(f) of the Code, to receive such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such Member is issued such notice; provided that the Member or Beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing.

10.10. Deferral of Payments.

Subject to the provisions of Section 10.4, but notwithstanding the provisions of any other Section of the Plan to the contrary, a Member whose Plan interest is determined to have a present value more than $1,000 (or more than $5,000 in the case of a deceased Member) shall not receive payment of such interest prior to the later of normal Retirement Age or age 62, unless consented to by the Member in writing.

10.11. Lost or Missing Members or Beneficiaries.

In the case of a benefit payable on behalf of a Member, if the Committee is unable to locate the Member or beneficiary to whom such benefit is payable, upon the Committee’s determination thereof, such benefit shall be forfeited.  Notwithstanding the foregoing, if subsequent to any such forfeiture the Member or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan in the manner provided in Section 7.3.

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10.12. Minimum Distribution Requirements.

(a) The provisions of this Section 10.12 will take precedence over any inconsistent provisions of the Plan.

(b) All distributions required under this Section 10.12 will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

(c) Notwithstanding the other provisions of this Section 10.12, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(d) The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date.  If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70½, if later.

(2) If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(4) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this Paragraph (disregarding item (1) above), will apply as if the surviving spouse were the Member.

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For purposes of this Paragraph (d) and Paragraph (f) below, unless item (4) above applies, distributions are considered to begin on the Member’s Required Beginning Date. If item (4) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under item (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under item (1) above), the date distributions are considered to begin is the date distributions actually commence.  Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Paragraphs (e) and (f) of this Section 10.12, whichever is applicable. If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

(e) During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(1) the quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

(2) if the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the Distribution Calendar Year.

Required minimum distributions will be determined under this Paragraph (e) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

(f) If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

(1) The Member’s remaining Life Expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(2) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year.  For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

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(3) If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(g) If the Member dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in item (1), (2) or (3) of Paragraph (f), whichever is applicable.  If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.  If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under item (1) of Paragraph (d), this Paragraph (g) will apply as if the surviving spouse were the Member.  Notwithstanding the foregoing, if the Member dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Paragraph (d) above but the Member’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member’s death. If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to either the Member or the surviving spouse begin, this Paragraph will apply as if the surviving spouse were the Member.

(h) For purposes of this Section 10.12, the following terms and phrases shall have these respective meanings:

(1) Designated Beneficiary:  The individual who is designated as a Member’s beneficiary under Section 11.1 of the Plan and is a Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

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(2) Distribution Calendar Year:  A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Paragraph (d).  The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(3) Life Expectancy.  Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

(4) Member’s Account Balance.  The balance in a Member’s Separate Accounts as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Member’s Accounts as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. A Member’s Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

(5) Requiring Beginning Date.  With respect to a Member or beneficiary, the date described in Section 10.4 of the Plan.

10.13. Distribution Rules for Prior Plan Amounts.

A Member or Inactive Member who has terminated employment with the Controlled Entities and whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer, such amounts shall be subject to the distribution provisions of Sections 10.2 and 10.3, except as may be otherwise specified for any such amounts in an Addendum.

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ARTICLE XI

BENEFICIARIES AND DEATH BENEFITS

11.1. Designation of Beneficiary.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest under the Plan, the spouse, if any, of such Member shall be his Beneficiary and receive distribution of his remaining interest in accordance with the provisions of Section 11.4; provided, however, that a Member or Inactive Member, may designate a person or persons other than his spouse as his Beneficiary if the requirements of Section 11.3 are met.

11.2. Beneficiary in the Absence of Designated Beneficiary.

If a Member or Inactive Member who dies does not have a surviving spouse and if no Beneficiary has been designated pursuant to the provisions of Section 11.1, or if no Beneficiary survives such Member, then the Beneficiary shall be the estate of such Member.  If any Beneficiary designated pursuant to Section 11.1 dies after becoming entitled to receive distribution hereunder and before such distributions are made in full, and if no other person or persons have been designated to receive the balance of such distributions upon the happening of such contingency, the estate of such deceased Beneficiary shall become the Beneficiary as to such balance.

11.3. Spousal Consent to Beneficiary Designation.

An election to designate a Beneficiary other than the spouse of such Member or Inactive Member shall not be effective unless (A) such spouse has consented thereto in writing and such consent (i) acknowledges the effect of such election, (ii) either consents to the specific designated beneficiary (which designation may not be subsequently changed by the Member or Inactive Member without spousal consent) or expressly permits such designation by the Member or Inactive Member without the requirement of further consent by the spouse, and (iii) is witnessed by a Plan representative (other than the Member, or Inactive Member, as applicable) or a notary public, or (B) the consent of such spouse cannot be obtained because the spouse cannot be located or because of other circumstances described by applicable Treasury regulations.  Any such consent by such spouse shall be irrevocable.

11.4. Death Benefits.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest in the Plan, the Beneficiary of such Member shall receive distribution of such Member’s remaining interest in his Separate Accounts in a single sum to such Member’s Beneficiary.

11.5. Beneficiaries and Death Benefits for Prior Plan Amounts.

Upon the death of a Member or Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or a plan-to-plan transfer, such amounts shall be subject to the beneficiaries and death benefit provisions of Sections 11.1, 11.2, 11.3 and 11.4, except as may be otherwise specified for any such amounts in an Addendum.

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ARTICLE XII

ADMINISTRATION

12.1. Plan Administrator.

For purposes of ERISA, the Committee shall be the Plan Administrator and, as such, shall be responsible for the compliance of the Plan with the reporting and disclosure provisions of ERISA.

12.2. Authority of the Committee.

The Committee shall have all the powers and authority expressly conferred upon it herein and, further, shall have the sole right, in its discretion, to interpret and construe the Plan, and to determine any disputes arising thereunder, subject to the provisions of Section 7.9.  In exercising such powers and authority, the Committee at all times shall exercise good faith, apply standards of uniform application, and refrain from arbitrary action.  Any decision of the Committee in such exercise of its powers, authorities and duties shall be final and binding upon all affected parties.  The Committee may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder.  The Committee shall be a “named fiduciary” as that term is defined in Section 402(a)(2) of ERISA.  The Committee may:

(a) allocate any of the powers, authorities, or responsibilities for the operation and administration of the Plan, which are retained by it or granted to it by this Article XII, to the Trustee; and

(b) designate a person or persons other than itself to carry out any of such powers, authorities, or responsibilities;

provided, however, that no powers, authorities, or responsibilities of the Trustee shall be subject to the provisions of paragraph (b) of this Section 12.2; and provided further, that no allocation or delegation by the Committee of any of its powers, authorities, or responsibilities to the Trustee shall become effective unless such allocation or delegation first shall be accepted by the Trustee in a writing signed by it and delivered to the Committee.

To prevent any two fiduciaries to the Plan from being deemed co-fiduciaries with respect to any particular function, the Plan is intended, and should be construed, to allocate to each fiduciary to the Plan, as applicable, only those specific powers, duties, responsibilities, and obligations as are specifically granted to it under the Plan.  The Plan is intended to allocate to each named fiduciary the individual responsibility for proper execution of the functions assigned to it, and none of such responsibilities or any other responsibility shall be shared by two or more of such named fiduciaries unless such sharing is provided for by a specific provision of the Plan.

12.3. Action of the Committee.

Any act authorized, permitted, or required to be taken by the Committee under the Plan, which has not been delegated in accordance with Section 12.2, may be taken by a majority of the members of the Committee, either by vote at a meeting, or in writing without a meeting.  All notices, advices, directions, certifications, approvals, and instructions required or authorized to  be given by the Committee under the Plan shall be in writing and signed by either (i) a majority of the members of the Committee, or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) a person who becomes authorized to act for the Committee in accordance with the provisions of paragraph (b) of Section 12.2.  Subject to the provisions of Section 12.4, any action taken by the Committee which is authorized, permitted, or required under the Plan shall be final and binding upon the Company and the Trustees, all persons who have or who claim an interest under the Plan, and all third parties dealing with any Trustee or the Company.

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12.4. Claims Review Procedure.

Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Committee, which procedures are hereby incorporated by reference as a part of the Plan and may be amended from time to time by the Committee.

12.5. Qualified Domestic Relations Orders.

Except as otherwise provided with respect to “qualified domestic relations orders” and certain judgments and settlements pursuant to section 206(d) of the Act and sections 401(a)(13) and 414(p) of the Code, and, except as otherwise provided under other applicable law, no right or interest of any kind in any benefit shall be transferable or assignable by any Member or any beneficiary or be subject to anticipation, adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy of any kind.  Plan provisions to the contrary notwithstanding, the Plan shall comply with the terms and provisions of any “qualified domestic relations order,” including an order that requires distributions to an alternate payee prior to a Member’s “earliest retirement age” as such term is defined in section 206(d)(3)(E)(ii) of the Act and section 414(p)(4)(B) of the Code, and the Committee shall establish appropriate procedures to effect the same.  In the event that the total value of an amount directed to be paid pursuant to a qualified domestic relations order is not in excess of $5,000, such amount shall be paid to the recipient or recipients identified in such order in one lump sum payment as soon as practicable after such order has been determined to be a qualified domestic relations order.

12.6. Indemnification.

In addition to whatever rights of indemnification the members of the Executive Committee, members of the Committee, or any other person or persons (other than the Trustees or individuals, other than members of the Executive Committee, who are not employed by the Company or its affiliates) to whom any power, authority, or responsibility of the Company is allocated or delegated pursuant to paragraph (b) of Section 12.2, may be entitled under the Master Formation Agreement of the Company, under the Employee Matters Agreement relating to the Company, under any provision of law, or under any other agreement, the Company shall satisfy such liability actually and reasonably incurred by any such member or such other person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise, or failure to exercise, by such member or such other person or persons of any of the powers, authorities, responsibilities, or discretion of the Company or the Committee as provided under the Plan and the Trust Agreement, or reasonably believed by such member or such other person or persons to be provided thereunder, and any action taken by such member or such other person or persons in connection therewith.

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12.7. Temporary Restrictions.

In order to ensure an orderly transition in the transfer of assets to the Trust from another trust fund maintained under the Plan or from the trust fund of a plan that is merging into the Plan or transferring assets to the Plan or to ensure an orderly transition of recordkeeping, valuation, or other administrative activities from one service provider to another service provider, the Committee may, in its discretion, temporarily prohibit or restrict withdrawals, loans, changes to contribution elections, changes of investment designation of future contributions, transfers of amounts from one Fund to another Fund, or such other activity as the Committee deems appropriate, provided that any such temporary cessation or restriction of such activity shall be in compliance with all applicable law and the Committee shall have provided to Members, Inactive Members, their beneficiaries, and alternate payees the notices and information required to be provided with respect to such temporary cessation or restriction of such activity by applicable law and regulations.

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ARTICLE XIII

AMENDMENT AND TERMINATION

13.1. Amendment.

Subject to the provisions of Section 13.2, the Company may at any time and from time to time, amend the Plan.  Further, the Committee may amend the Plan at any time and from time to time, with any such Committee amendment action being exercised in a settlor capacity, provided that:  (a) any amendment to the Plan that substantially and materially increases the benefits of officers or directors of the Company shall require the prior approval of the Executive Committee or the committee of the Executive Committee (if any) to which the duty of general oversight has been delegated by the Executive Committee, and (b) notwithstanding anything to the contrary herein, the Committee shall have no authority to amend or modify the Plan’s design or operation as it relates to the offering of the Common Stock Fund and the composition of the Common Stock Fund and the Committee shall have no authority to eliminate or restrict the inclusion of the Common Stock Fund under the Plan or to review or approve any assets in which the Common Stock Fund is invested.

13.2. Limitation of Amendment.

The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Member, Inactive Member, Beneficiary, or person claiming under or through any one or more of them pursuant to the Plan; provided, however, that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan and Trust.  Moreover, no amendment shall be made hereunder which shall permit any part of the Trust property to revert to any Employer or be used for or be diverted to purposes other than the exclusive benefit of Members, Inactive Members, Beneficiaries, and persons claiming under or through them pursuant to the Plan.

13.3. Termination.

The Company reserves the right, by action of its Executive Committee, to terminate the Plan as to all Employers at any time.  The Plan shall terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.  In the event of the termination of the Plan, written notice thereof shall be given to all Members and Beneficiaries having an interest under the Plan, and to the Trustee.  Upon any such termination of the Plan, the Trustee and the Company shall take the following actions for the benefit of Members and Beneficiaries:

(a) As of the termination date, the Trustee shall value the Funds hereunder and the Committee shall adjust all accounts accordingly.  The termination date shall become a Valuation Date.  In determining the net worth of the Funds hereunder, the Trustee shall include as a liability such amounts as in the Committee’s judgment shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the Trust property, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

(b) The Trustee, upon instructions from the Committee, shall then segregate and distribute an amount equal to the entire interest of each Member, Inactive Member, and Beneficiary in the Funds to  or for the benefit of each Member, Inactive Member, or Beneficiary in accordance with the provisions of Sections 10.2 and 10.3.

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Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination or discontinuance of contributions by the Employers, the interest of each Member, Inactive Member, and Beneficiary shall become fully vested and nonforfeitable; and, if there is a partial termination of the Plan, the interest of each Member, Inactive Member, and Beneficiary who is affected by such partial termination shall become fully vested and nonforfeitable.

13.4. Withdrawal of an Employer.

An Employer other than the Company may, by action of its board of directors or non-corporate counterpart, withdraw from the Plan, such withdrawal to be effective upon notice in writing to the Company (the effective date of such withdrawal being hereinafter referred to as the “withdrawal date”), and shall thereupon cease to be an Employer for all purposes of the Plan.  An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or in the event it ceases to be a Controlled Entity.

13.5. Reorganization.

The merger, consolidation, or liquidation of the Company or any Employer with or into the Company or any other Employer shall not constitute a termination of the Plan as to the Company or such Employer.

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ARTICLE XIV

ADOPTION BY AFFILIATES:  EXTENSION

TO NEW BUSINESS OPERATIONS

Any Affiliate of the Company which at the time is not an Employer may, with the consent of the Committee, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its board of directors or non-corporate counterpart and to be filed with the Company.

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ARTICLE XV

MISCELLANEOUS PROVISIONS

15.1. No Commitment as to Employment.

Nothing herein contained shall be construed as a commitment or agreement upon the part of any Employee hereunder to continue his employment with an Employer, and nothing  herein contained shall be construed as a commitment on the part of any Employer to continue the employment or rate of compensation of any Employee hereunder for any period.

15.2. Benefits.

Nothing in the Plan shall be construed to confer any right or claim upon any person other than the parties hereto, Members and Beneficiaries.

15.3. No Guarantees.

None of the Company, any other participating Employer, the Committee, the Executive Committee or the Trustee guarantees the Trust from loss or depreciation, nor the payment of any amount which may become due to any person hereunder.  All benefits payable under the Plan shall be paid or provided for solely from the Plan assets and none of the Company, any other participating Employer, the Committee, the Executive Committee or the Trustee assumes any liability or responsibility for the adequacy thereof.

15.4. Exclusive Benefit.

No part of the Plan assets shall be used for any purpose other than the exclusive purpose of providing benefits which Members and Beneficiaries are entitled to under the Plan, and for the purpose of defraying the reasonable expenses of administering the Plan.

15.5. Duty to Furnish Information.

Each of the Employers, the Company, the Committee or the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that any other reasonably deems necessary to perform its duties imposed hereunder or otherwise imposed by law.

15.6. Merger, Consolidation, or Transfer of Plan Assets.

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Member, Inactive Member, and Beneficiary in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).  Further, this Plan and Trust may not transfer its assets or liabilities to any other plan, unless the Plan Administrator reasonably concludes that such other plan provides that the transferred amounts may not be distributed before the times specified in Treasury regulation section 1.401(k)-1(d).

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15.7. Return of Contributions to Employers.

Notwithstanding any other provision of the Plan to the contrary, Basic, Matching and Retirement Contributions are contingent upon the deductibility of such contributions under Section 404 of the Code.  In the event a Basic, Matching or Retirement Contribution (or any portion thereof) is made under a mistake of fact, such a contribution shall be returned to the Employers within one year after the payment of the contribution.  Since Basic, Matching and Retirement Contributions (or any portion thereof) are conditioned upon the deductibility of the contribution under Section 404 of the Code as set forth above, in the event such deduction is disallowed, any such contribution shall be returned to the Employers within one year after the disallowance of the deduction.

15.8. Addenda.

In the event that it is deemed necessary to accommodate any transition of coverage under other benefit plans to coverage under the Plan with respect to certain groups of Employees, an Addendum setting forth special overriding provisions applicable to such Employees may be added to the Plan.  Each Addendum shall for all purposes constitute a part of the Plan and in the event of conflict with any other provision of the Plan, shall control.  The provisions of the Plan, together with the provisions specified in each Addendum shall constitute the terms of the Plan applicable to the Employees specified in the Addendum.

15.9. Validity of Agreement.

Except as provided under federal law, the provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas.

15.10. Uniformed Services Employment and Reemployment Rights Act Requirements.

(a) Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service will be provided in accordance with Code Section 414(u) and this Section 15.10.  Specifically, as required by Code Section 414(u)(8), a Member will be treated as not having incurred a break in Service because of his period of Qualified Military Service, the Member’s Qualified Military Service will be treated as Service under the Plan for vesting and contribution purposes and the Member will be permitted to make up any Basic Contributions he would have otherwise been eligible to make during the period of Qualified Military Service.

(b) If a Member’s death occurs while performing Qualified Military Service, then, provided such Member was entitled to reemployment rights with respect to the Employer under Code section 414(u) as of the date of his death, the Member’s beneficiary or beneficiaries shall be entitled to any benefits (other than benefit accruals relating to the period of Qualified Military Service) that would be provided under the Plan if the Member had resumed and then terminated his Service on account of death, in compliance with Code section 401(a)(37) and the Treasury regulations and guidance issued by the Internal Revenue Service thereunder.

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(c) If an individual is paid remuneration by an Employer that constitutes a “differential wage payment” within the meaning of Code Section 3401(h)(2), then such individual shall be treated as an Employee of the Employer making the payment.

(d) No Member or beneficiary shall be entitled to any continued employer contributions under Code Section 414(u)(9) (as enacted under section 104(b) of the Heroes Earnings Assistance and Relief Tax Act of 2008) by reason of incurring a death or disability during a period of Qualified Military Service.

15.11. Plan Administration Communications and Systems.

The Committee may establish telephone and/or electronic media systems and procedures (including on-line mechanisms) for purposes of effecting Plan communications and Plan administration operations.  To the extent that any such telephone and/or electronic media systems and procedures are established by the Committee, references in the Plan suggesting that other systems or procedures would be used for purposes of effecting a given Plan communication or Plan administration operation shall be superseded and reference to the telephone or electronic media system or procedure which was effected, as communicated to Participating Employees, shall be deemed substituted therefor.

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ARTICLE XVI

SECTION 415 LIMITATIONS

16.1. Application.

The provisions set forth in this Article XVI are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section.  For such purposes, the limitations of Section 415 of the Code and the Treasury regulations promulgated thereunder, as amended from time to time, are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Article XVI, to the extent such provisions are not consistent with Section 415 of the Code and such Treasury regulations.  If there is any discrepancy between the provisions in this Article XVI and the provisions of Section 415 of the Code and such Treasury regulations, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code and such Treasury regulations.  This Article shall also include reference to the applicable provisions of any successor regulation promulgated under Section 415 of the Code.

16.2. Section 415 Definitions.

For purposes of this Article XVI, the following terms and phrases shall have these respective meanings:

(a) “Annual Additions” of a Member for any Limitation Year shall mean all amounts that are annual additions (as defined under Treasury Regulation § 1.415(c)-1(b)), including, without limitation, the Basic Contributions, Matching Contributions, Retirement Contributions and forfeitures, if any, allocated to such Member’s Separate Accounts for such year.

(b) “415 Compensation” of a Member for any Limitation Year shall mean the total of all amounts of compensation (within the meaning of Treasury Regulation § 1.415(c)-2(d)(4)), paid by the Employer to or for the benefit of a Member in such Limitation Year, including all compensation for services rendered or labor performed for the Employer which are required to be reported on the Member’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent), plus amounts that would be so reported but for an election under Section(s) 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b) of the Code.  The 415 Compensation of a Member for any Limitation Year shall include payments of regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that are paid to the Member following his Severance Date but which would have been paid to the Member prior to such date if he had continued in employment with the Employer, provided that such payments are paid by the later of two and one-half  months following the Member’s Severance Date or the end of the Limitation Year that includes the Severance Date.  The 415 Compensation of any Member taken into account for purposes of the Plan shall be limited to $265,000 for any Plan Year with such limitation to be adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code and prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.  415 Compensation shall also include “differential wage payments,” as defined in Section 3401(h) of the Code.

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(c) “Limitation Year” shall mean the calendar year.

(d) “Maximum Annual Additions” of a Member for any Limitation Year shall mean the lesser of (a) $53,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code and Treasury Regulation § 1.415(d)-1(b)) or (b) 100% of such Member’s 415 Compensation during such Limitation Year, as determined in accordance with the requirements of Treasury Regulation § 1.415(c)-2.

16.3. Limitations.

Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Member’s Separate Accounts for any Limitation Year exceed the Maximum Annual Additions for such Member for such year.

16.4. Multiple Plans.

For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Employer are to be treated as one defined contribution plan.  In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose.  For purposes of this Article XVI only, a “Controlled Entity” shall be determined in accordance with Treasury Regulation § 1.415(a)-1(f)(1).  If the Annual Additions credited to a Member’s Separate Accounts for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Section would exceed the Maximum Annual Additions for such Member for such Limitation Year, the Annual Additions this Plan and under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with the provisions of applicable law.

16.5. Contribution Adjustments.

If the limitations set forth in this Article XVI with respect to Annual Additions credited to a Member’s Separate Accounts under this Plan would not otherwise be met for any Limitation Year, the Basic Contributions elections of affected Members may be reduced by the Employer on a temporary and prospective basis in such manner as the Employer shall determine; provided, however, that no such reduction shall be effected in a way that adversely affects the catch-up contribution rights of such Members.

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ARTICLE XVII

TOP-HEAVY PLAN RULES

17.1. Application.

For any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 17.2), the provisions set forth in this Article XVII shall be applied in accordance with Section 416 of the Code.

17.2. Top-Heavy Definitions.

The following definitions shall be applicable to this Article XVII:

(a) The term “Compensation” shall mean 415 Compensation, as defined in Section 16.2(b).

(b) The term “Determination Date” shall mean for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year and for the first Plan Year of the Plan, the last day of that Year.

(c) The term “Employer” shall mean the Company and each Controlled Entity.

(d) The term “Key Employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $165,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000.  For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code.  The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(e) The term “Permissive Aggregation Group” shall mean the Required Aggregation Group of plans plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Section 401(a)(4) and 410 of the Code.

(f) The term “Present Value” shall mean for purposes of computing present value calculations in determining the Top-Heavy Ratio, present value calculations based on the actuarial assumptions as stated in the applicable plan.

(g) The term “Required Aggregation Group” shall mean (a) each tax qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the plan terminated), and (b) any other tax qualified plan of the Employer which enables a plan described in clause (a) to meet the requirements of Section 401(a)(4) or 410 of the Code.

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(h) The term “Super Top-Heavy Group” with respect to a particular Plan Year shall mean a Required or Permissive Aggregation Group that, as of the Determination Date, would qualify as a Top-Heavy Group under the definition in Paragraph (j) of this Article XVII with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition.

(i) The term “Super Top-Heavy Plan” with respect to a particular Plan Year shall mean a plan that, as of the Determination Date, would qualify as a Top-Heavy Plan under the definition in Paragraph (k) of this Article XVII with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition.  A plan is also a “Super Top-Heavy Plan” if it is part of a Super Top-Heavy Group.

(j) The term “Top-Heavy Group” with respect to a particular Plan Year shall mean a Required or Permissive Aggregation Group if the sum, as of the Determination Date, of the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in such group and the aggregate of the account balances of Key Employees under all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group.

(k) The term “Top-Heavy Plan” for any Plan Year beginning after December 31, 1983, the Plan shall be a Top-Heavy Plan if any of the following conditions exist:

(i) If the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is not part of any Required Aggregation Group or Permissive Aggregation Group of plans.

(ii) If the Plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60 percent.

(iii) If the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60 percent.

(l) The term “Top-Heavy Ratio” shall mean:

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(i) While the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer has not maintained any defined benefit plan which during the 5-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-Heavy Ratio for the Plan alone or for the Required or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date(s) (including any part of any account balance distributed during a one-year period (or, in the case of a distribution made for a reason other than separation from service, death or disability, a five-year period) ending on the Determination Date(s)) and including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period (or, in the case of a distribution made for a reason other than separation from service, death or disability, a five-year period) ending on the Determination Date(s)) and including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, both computed in accordance with Section 416 of the Code.  Both the numerator and denominator of the Top-Heavy Ratio are adjusted to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Section 416 of the Code.

(ii) While the Employer maintains one or more defined contribution plans (including any simplified employee pension plans) and the Employer maintains or has maintained one or more defined benefit plans which during the 5-year period ending on the Determination Date(s) has or has had any accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees, determined in accordance with Subparagraph (i) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance with Subparagraph (i) above, and the present value of accrued benefits under the defined benefit plan or plans for all participants as of the Determination Date(s), all determined in accordance with Section 416 of the Code.  The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top-Heavy Ratio are adjusted for any distribution of an accrued benefit made in the five-year period ending on the Determination Date.

(iii) For purposes of subparagraphs (i) and (ii) above, the value of account balances and the present value of accrued benefits will be determined as of the most recent valuation date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Section 416 of the Code for the first and second plan years of a defined benefit plan.  Notwithstanding the foregoing, the account balances and accrued benefits of individuals who have not performed services for the Employer or any Controlled Entity at any time during the one-year period ending on the applicable Determination Date shall not be considered.  The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers and transfers are taken into account will be made in accordance with Section 416 of the Code.  Deductible employee contributions shall not be taken into account for purposes of computing the Top-Heavy Ratio.  When aggregating plans the value of account balances and accrued benefits will be calculated with reference to the Determination Date that falls within the same calendar year.

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(m) The term “Valuation Date” shall mean for purposes of computing the Top-Heavy Ratio, the Determination Date.

(n) The term “Non-Key Employee” shall mean any Employee who is not a Key Employee.

17.3. Top-Heavy Minimum Allocation Rules.

The following Top-Heavy Plan minimum allocation rules shall apply:

(a) Except as otherwise provided in Paragraphs (b) and (c) below, the Employer contributions and forfeitures allocated on behalf of any Member who is not a Key Employee shall be the lesser of three percent of the non-Key Employee’s compensation or in the case where the Employer has no defined benefit plan which designates the Plan to satisfy Section 401 of the Code, the largest percentage of the first $150,000 of the Key Employee’s compensation, allocated on behalf of any Key Employee for the Plan Year.  Basic Contributions cannot be used to satisfy the minimum Section 416 contributions for non-key employees.  Further, in making the determination of the percentage at which contributions are made for the Key Employee with the highest percentage, Basic Contributions on behalf of Key Employees are taken into account.  Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of this Section 17.3(a) and Section 416(c)(2) of the Code.  The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution shall be met in another plan, such other plan.  Matching Contributions that are used to satisfy the minimum contribution requirements of this Section 17.3(a) shall be treated as matching contributions for purposes of the actual contribution percentage test described in Section 4.3 and other requirements of Section 401(m) of the Code.

(b) The provisions in Paragraph (a) shall not apply to any Member who is not actively employed as an Eligible Employee by the Employer on the last day of the Plan Year for which the minimum allocation is to be made.

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(c) The provisions in Paragraph (a) shall not apply to any Member to the extent the Member is covered under any other plan or plans of the Employer, and by the terms of such plan or plans it is provided that the minimum allocation or benefit requirements applicable to Top-Heavy Plans shall be met in such other plan or plans.  If such other plan is, or if one of such other plans is, a defined benefit plan maintained by the Employer, and such plan is a Top-Heavy Plan, the minimum benefit requirements applicable to Top-Heavy Plans shall be met under such defined benefit plan as provided therein, to the extent such benefit can be provided under such plan or plans.  If such other plan is, or if one of such other plans is, a defined contribution plan maintained by the Employer, and such plan is a Top-Heavy Plan, the minimum allocation requirements shall be met under such plan, except as may be otherwise provided in such other plan.  The application and administration of the minimum allocation or benefit requirements for Top-Heavy Plans shall be satisfied in a manner so as to only satisfy the minimum allocation/benefit requirements as permissible and so as to avoid any duplication of minimum allocation/benefits for non-Key Employees, as provided under Section 416 of the Code.  Further, the top heavy requirements of Section 416 of the Code and this Article XVII of the Plan shall not apply in any Plan Year in which the Plan consists solely of a cash or deferred arrangement which meets the requirement of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met.  The Plan will only be deemed to consist solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met for a Plan Year if the only contributions which are made to the Plan satisfy the requirements of such sections, as applicable, and the Plan does not by operation as a result of allocation of forfeitures, imposition of contribution allocation service requirements or other operational features ceases to be a plan consisting solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met for a Plan Year.

17.4. Top-Heavy Compensation Limitation.

The annual compensation of any Member to be taken into account under the Plan during any Plan Year in which the Plan is determined to be a Top-Heavy Plan shall not exceed $150,000 (or such adjusted amount determined by the Secretary of the Treasury pursuant to Section 416(d)(2) of the Code).

17.5. Top-Heavy Vesting Provisions.

In the event that the Plan is determined to be a Top-Heavy Plan with respect to any Plan Year, a Member who is eligible to receive the vested interest in his Retirement Account in accordance with the provisions of Section 7.2 shall be vested in a portion of his Retirement Account which shall be no less than it would be under following vesting schedule:

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Years of Service	Vested Percentage
Less than two years	0%
Two but less than three years	20%
Three years	100%

17.6. Top-Heavy Plan/Benefit Limitations.

In any Plan Year in which the Plan is a Top-Heavy Plan, the denominators of the defined benefit fraction and the defined contribution fraction (as such terms are used in applying the benefit limitation provisions of Section 415 of the Code) shall be computed using 100 percent of the dollar limitation instead of 125 percent.

[Signature Page to Follow]

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Executed this 30th day of January, 2015, effective for all purposes as provided above.

ONESUBSEA LLC
By:	/s/ Steven P. Geiger
Name:	Steven P. Geiger
Title:	Vice President and Chief Administrative Officer

SIGNATURE PAGE TO

ONESUBSEA LLC RETIREMENT SAVINGS PLAN

ADDENDA

TABLE OF CONTENTS

Addendum	Page
OneSubsea Joint Venture	AD-3
Cooper Cameron Valves Division Plant in Little Rock, AR	AD-5
Cooper Energy Services Division Plant at Ponca City, OK (Nickles)	AD-7
Certain Members Eligible for Additional Contributions	AD-8
Withdrawals of and Special Rights Pertaining to Prior Plan Amounts	AD-9

AD-1

GEOGRAPHICAL INDEX TO ADDENDA

Location		Page
Houston, TX
	OneSubsea Joint Venture	AD-3
Little Rock, AR
	Cooper Cameron Valves Division Plant in Little Rock, AR	AD-5
Ponca City, OK
	Cooper Energy Services Division Plant in Ponca City, OK (Nickles)	AD-7

AD-2

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES

TRANSFERRING EMPLOYMENT TO THE COMPANY

PURSUANT TO THE

EMPLOYEE MATTERS AGREEMENT

DATED ________________, _____

BY AND AMONG

CAMERON INTERNATIONAL CORPORATION,

SCHLUMBERGER LIMITED AND

CERTAIN OF THEIR AFFILIATES

Pursuant to Section 15.8 of the OneSubsea LLC Retirement Savings Plan (the “Plan”), this Addendum relates to the Eligible Employees transferring employment to the Company (the “Transferred Employees”) pursuant to the Employee Matters Agreement (the “Agreement”) respecting the Master Formation Agreement, dated November 14, 2012, by and among Cameron International Corporation, Schlumberger Limited and certain of their Affiliates.

B. ELIGIBILITY TO PARTICIPATE:

Transferred Employees who are Part Time Employees or Temporary Employees shall be credited with Participation Service for purposes of eligibility to participate in the Plan considering Service with Cameron International Corporation, Schlumberger Limited and their respective Affiliates prior to the Effective Date.  Transferred Employees who are Part Time Employees or Temporary Employees and who were members of the Cameron Plan immediately prior to transfer of employment to the Company shall become a Member and participate in the Plan upon employment by the Company as an Eligible Employee.

C. VESTING SERVICE:

Transferred Employees who were not members of the Cameron Plan immediately prior to transfer of employment to the Company shall be credited with Vesting Service for purposes of vesting under the Plan considering Service with Cameron International Corporation, Schlumberger Limited and their respective Affiliates prior to the Effective Date.  Transferred Employees who were members of the Cameron Plan immediately prior to transfer of employment to the Company shall be credited with Vesting Service in an amount equal to their vesting service credited under the Cameron Plan as of such date.

D. SPECIAL ACCOUNTS FOR PRIOR PLAN BENEFITS:

As required, “Profit Sharing Accounts” shall be established under the Plan to receive amounts transferred from corresponding accounts under the Cameron Plan pursuant to the Agreement as well as amounts allocable to such Profit Sharing Accounts pursuant to an Addendum.

AD-3

Profit Sharing Accounts shall:

(i) be treated as Separate Accounts for all purposes under the Plan (except as otherwise specifically provided in an Addendum);

(ii) be subject to the vesting and forfeiture provisions under Article VII of the Plan in the same manner as Retirement Accounts;

(iii) not be subject to withdrawals prior to age 59½; and

(iv) not be used as a basis for a loan.

AD-4

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER CAMERON VALVES DIVISION PLAN AT LITTLE ROCK, ARKANSAS

Pursuant to Section 15.8 of the OneSubsea LLC Retirement Savings Plan (“Plan”), this Addendum relates to the Cooper Cameron Valves Plant of Cameron International Corporation in Little Rock, Arkansas (formerly Orbit Valve).

A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

Separate sub-accounts shall be maintained with respect to benefits of a Member (an “Orbit Member”) that were transferred to the Cameron Plan from the Orbit Valve Company Profit Sharing Plan (the “Orbit Profit Sharing Plan”) and the Orbit Valve Company Employee Savings Plan (the “Orbit Savings Plan”).  Amounts in such separate sub-accounts that are attributable to a Member’s Matching and Profit Sharing Contribution Accounts under the Orbit Savings Plan and a Member’s Account under the Orbit Profit Sharing Plan shall respectively vest in accordance with the vesting schedule contained in the plans from which such amounts were transferred, which is set forth below:

YEARS OF SERVICE	NONFORFEITABLE PERCENTAGE
0-4	0%
5 or more	100%

In addition to the withdrawal rights contained in Section 8.2 of the Plan, Orbit Members who participated in the Orbit Profit Sharing Plan may withdraw all or any part of the vested amount of their Employer Profit Sharing contributions credited to their Matching Account after attaining age 59½.  Furthermore, an Orbit Member who participated in the Orbit Profit Sharing Plan with less than five years of Vesting Service may not withdraw amounts which would reduce the Matching Account balance below the aggregate Employer Profit Sharing contribution amounts allocated to such Member’s Participation Account during the two Plan Years preceding the Plan merger date.

In addition to the withdrawal rights contained in Section 8.2 of the Plan, an Orbit Member who participated in the Orbit Savings Plan may withdraw all or any part of his sub-accounts attributable to his Elective Contribution Account under such plan after attaining age 59½; provided, however, that such a Member may only exercise such withdrawal rights once during every six-month period of a calendar year.

Additional rights and restrictions that apply with respect to such separate sub-accounts are described in the instruments entitled “Merged Orbit Valve Company Employee Savings Plan With and Into Cooper Cameron Retirement Savings Plan” and “Merger of Orbit Valve Company Profit Sharing Plan With and Into Cameron International Corporation Retirement Savings Plan.”

AD-5

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF

COOPER ENERGY SERVICES DIVISION PLANT AT PONCA CITY, OKLAHOMA (NICKLES)

Pursuant to Section 15.8 of the OneSubsea LLC Retirement Savings Plan (“Plan”), this Addendum relates to the Ponca City, Oklahoma plant at the Cooper Energy Services Division (formerly Nickles) of Cameron International Corporation.

A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

A separate sub-account shall be maintained under each Plan Account, with respect to the benefits of a Member that was transferred to the Cameron Plan from the Nickles Machine Corporation Defined Contribution Matching Plan and Trust (the “Nickles Plan”).

In addition to the in service withdrawal rights contained in Section 8.2 of the Plan, such a Member shall be permitted to withdraw all or any part of the separate sub-account portion of his Supplemental Account under the Plan at any time.  Further, after he attains age 59½, such a Member shall be permitted to withdraw any amount credited to such separate sub-accounts.  Additional forms for distribution of benefits to such Members and their beneficiaries, which were initially preserved in connection with the transfer of account balances from the Nickles Plan to the Cameron Plan, were eliminated in accordance with Treasury Regulation § 1.411(d)-4 Q & A2(e).

AD-6

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

ADDENDUM

FOR CERTAIN MEMBERS ELIGIBLE FOR ADDITIONAL CONTRIBUTIONS

Pursuant to Section 15.8 of the OneSubsea LLC Retirement Savings Plan (“Plan”), this Addendum relates to certain Members (the “Eligible Members”) who shall be eligible to receive additional contributions determined as follows:

In addition to the contributions otherwise made pursuant to Article III, the Additional Contributions Account (as defined below) of each Member who was employed by Cooper Industries, Inc. on September 30, 1989, at a facility and in an employment classification set forth on the Cooper Industries, Inc. Additional Retiree Medical Credit Eligibility List, shall be credited with the applicable monthly amount set forth below with respect to such Member; provided, however, that such amount shall be prorated and credited to such Member’s Additional Contributions Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Cooper Industries, Inc. Additional Retiree Medical Credit Eligibility List.

Member	Monthly Additional Credit Amount
Eric Lewis	$	19.00
Lynn Duplantis	$	15.00

Such additional contributions shall be referred to herein as the “Additional Contributions.”  The Additional Contributions of an Employer for any month shall be considered allocated to the Eligible Members’ Additional Contributions Accounts for whom such contributions are made no later than the last day of the Plan Year for which they are made, as determined pursuant to this Addendum.  The Additional Contributions shall be credited to an eligible Member’s Additional Contributions Account on the date such Additional Contributions are received by the Trust and shall be invested in the Fund or Funds selected by the Eligible Member in accordance with the provisions of Section 5.2.  An Eligible Member shall be 100 percent vested in the balance of his Additional Contributions Account.  In the case of an Eligible Member, references in the Plan to a Member’s or Inactive Member’s “Separate Accounts” shall be deemed to include such Member’s Additional Contributions Account.  Additional Contributions shall be considered “Annual Additions” under and subject to the limitations of Article XVI.  Additional Contributions shall be distributed under the provisions of Articles X and XI in the same manner as an Eligible Member’s Retirement Account.

Notwithstanding anything to the contrary provided in this Addendum, if any Eligible Member is entitled to receive additional Retirement Contributions in an equal monthly amount pursuant to any other Addendum to the Plan, such Eligible Member shall not be eligible to receive Additional Contributions pursuant to this Addendum.

AD-7

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

ADDENDUM

WITHDRAWALS OF AND SPECIAL RIGHTS PERTAINING TO PRIOR PLAN AMOUNTS

Pursuant to Sections 8.4 and 15.8 of the OneSubsea LLC Retirement Savings Plan (“Plan”), this Addendum sets forth additional withdrawal rights available to certain Members or Inactive Members whose Separate Accounts include amounts that were transferred to the Plan in a plan merger or plan-to-plan transfer.  For purposes of this Addendum, the term “Grandfathered Subaccounts” shall mean the subaccounts under the respective Plan accounts that were created at the time of the applicable plan merger or plan-to-plan transfer for the transferred amounts and earnings thereon in order to preserve optional forms of benefit and rights described in this Addendum.

Petreco International, Inc. 401(k) Profit Sharing Plan

A.            Withdrawals.  A Member or Inactive Member who was a participant in the Petreco International, Inc. 401(k) Profit Sharing Plan (the “Petreco Plan”), who had amounts transferred to the Cameron Plan in connection with the merger of the Petreco Plan with and into the Cameron Plan, and who is receiving Compensation from a Controlled Entity may withdraw any or all of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

B.Vesting.  Notwithstanding anything to the contrary in the Plan, each Petreco Participant who was employed by Petreco International, Inc. or a member of its controlled group on January 1, 2002 shall have a 100% fully vested and nonforfeitable interest in his Profit Sharing Account under the Plan.

Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees

A.            Withdrawals.  A Member or Inactive Member a who was a participant in the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees (the “Brookshire Plan”), who had amounts transferred to the Cameron Plan in connection with the merger of the Brookshire Plan with and into the Cameron Plan, and who is receiving Compensation from a Controlled Entity may withdraw all (but not less than all) of the balances of his Grandfathered Subaccount(s) (to the extent vested) under his Matching and/or Supplemental Accounts under the Plan at any time.  A Member or Inactive Member who makes such a withdrawal shall be suspended from making contributions to the Plan for a period of at least six months after the date of such withdrawal and shall not be permitted to make another withdrawal pursuant to Article VIII of the Plan until he has resumed making Basic Contributions for at least 12 months.

AOP Industries, Inc. 401(k) Plan

A.            Withdrawals.  A Member or Inactive Member who was a participant in the AOP Industries, Inc. 401(k) Plan (the “AOP Plan”), who had amounts transferred to the Cameron Plan in connection with the merger of the AOP Plan with and into the Cameron Plan, and who is receiving Compensation from a Controlled Entity may withdraw all or any part of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

AD-8

B.             Vesting.  A Member or Inactive Member a who was a participant in the AOP Plan and who had amounts transferred to the Cameron Plan in connection with the merger of the AOP Plan with and into the Cameron Plan shall be vested in his Profit Sharing Account under the Plan in accordance with the vesting schedule set forth in Section 6.4(b) of the AOP Plan provided that such AOP Participant had three or more Years of Vesting Service under the AOP Plan as of the April 8, 2005.  In the case of an AOP Participant who did not have three or more Years of Vesting Service under the AOP Plan as of the April 8, 2005, notwithstanding anything in Section 7.2 of the Plan to the contrary, as of April 8, 2005, such participant shall have a Vested Interest in his Profit Sharing Account under the Plan equal to the Vested portion of such participant’s Discretionary Contributions Subaccount under the AOP Plan immediately prior to April 8, 2005 and thereafter his Vested Interest shall increase (but never decrease, except in the case of a loss of Vesting Service pursuant to Section 7.7 of the Plan) in accordance with Section 7.2 of the Plan based on additional years of Vesting Service (if any) earned by such participant after April 8, 2005.

Dresser, Inc. Retirement and Savings Plan

A.            Withdrawals.  A Member or Inactive Member who was a participant in the Dresser, Inc. Retirement and Savings Plan (the “Dresser Plan”), who had amounts transferred to the Cameron Plan in connection with a direct plan-to-plan of certain accounts under the Dresser Plan into the Cameron Plan, and who is receiving compensation from a Controlled Entity may withdraw all or any part of the Grandfathered Subaccount portion of his Rollover/Transfer Account, to the extent then vested, at any time.

B.             Vesting.  A Member or Inactive Member a who was a participant in the Dresser Plan, who had amounts transferred to the Cameron Plan in connection with the direct plan-to-plan transfer of certain accounts under the Dresser Plan into the Cameron Plan (a “Dresser Transferee”), and who had any amount credited to his Profit Sharing Account under the Dresser Plan as of January 1, 2006 shall be vested in his Profit Sharing Account under the Plan in accordance with the vesting schedule set forth in Sections 8.3(b) and 8.3(c) of the Dresser Plan as of January 1, 2006.   The Vested Interest of each Dresser Transferee in all other amounts transferred from the Dresser Plan to the Cameron Plan in connection with such plan-to-plan transfer shall be 100%.

NuFlo Technologies, Inc. 401(k) Plan

A.            Withdrawals.  A Member or Inactive Member a who was a participant in the NuFlo Technologies, Inc. 401(k) (the “NuFlo Plan”), who had amounts transferred to the Cameron Plan in connection with the merger of the NuFlo Plan with and into the Cameron Plan, and who is receiving Compensation from a Controlled Entity may withdraw all or any part of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

B.             Vesting.  A Member or Inactive Member a who was a participant in the NuFlo Plan and who had amounts transferred to the Cameron Plan in connection with the merger of the NuFlo Plan with and into the Cameron Plan shall be vested in his Nonelective Account under the Plan in accordance with the vesting schedule set forth in Section 1.15(b) of the NuFlo Plan Adoption Agreement provided that such participant had three or more Years of Vesting Service under the NuFlo Plan as of January 1, 2006.  In the case of a NuFlo Participant who did not have three or more Years of Vesting Service under the NuFlo Plan as of January 1, 2006, then, as of January 1, 2006, such participant shall have a Vested Interest in his Nonelective Account under the Plan equal to the Vested portion of such participant’s Nonelective Employer Contributions subaccount under the NuFlo Plan immediately prior to January 1, 2006, and thereafter his Vested Interest shall increase (but never decrease, except in the case of a loss of Vesting Service pursuant to Section 7.7 of the Plan) in accordance with the vesting schedule in Section 7.2 of the Plan based on additional years of Vesting Service (if any) earned by such participant after January 1, 2006.

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EX-10.6

Exhibit 10.6

CAMERON INTERNATIONAL CORPORATION

AMENDED AND RESTATED

AS OF OCTOBER 16, 2014

2011 MANAGEMENT INCENTIVE COMPENSATION PLAN

I. Purpose

The purpose of this Cameron International Corporation Management Incentive Compensation Plan (the “Plan”) is to motivate and reward Key Management Employees whose efforts impact the performance of Cameron International Corporation (the “Company”) and its subsidiaries through the achievement of pre-established financial and individual objectives.

Performance under the Plan is measured on the fiscal (calendar) year and payments under the Plan, when earned, are made annually.

II. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the defined meaning is intended, the term is capitalized:

(a)“Board” or “Board of Directors” means the Board of Directors of the Company.

(b)“Chief Executive Officer” means the Chief Executive Officer of the Company.

(c)“Cause” shall mean the Participant has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company; (3) breached any material policy or code of conduct established by the Company and affecting the award recipient; (4) engaged in conduct that Participant knows or should know is materially injurious to the Company; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonesty or impropriety which materially impairs the Participant’s effectiveness in his position with the Company.

(d)“Committee” means the Committee of the Board charged by the Board with responsibility for supervising and administering the compensation plans of the Company. The membership of the Committee shall in all cases be comprised solely of two or more outside directors (within the meaning of Section 162(m)).

(e)“Company” means Cameron International Corporation, a Delaware corporation, and any successor thereto.

(f)“Covered Employee” means for any Plan Year, any employee of the Company or of a subsidiary who the Committee designates as a “covered employee” for a particular Plan Year.

(g)“Key Management Employee” means an employee of the Company, or any of its subsidiaries (other than a Covered Employee), who, in the opinion of the Chief Executive Officer, is in a position to significantly contribute to the growth and profitability of the Company.

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(h)“Participant” means any Key Management Employee who is approved for participation by the Chief Executive Officer and any Covered Employee approved by the Committee to participate in the Plan.

(i)“Plan Year” means the Company’s fiscal year commencing January 1 and ending December 31.

(j)“Section 162(m)” means section 162(m) (or any successor provision) of the Internal Revenue Code of 1986, as amended, and applicable interpretive authority thereunder.

III. Eligibility

All Key Management Employees and Covered Employees, other than an employee who is eligible to participate in any other cash incentive plan of the Company, are eligible to participate in the Plan at the designation of the Chief Executive Officer (in the case of Key Management Employees) and the Committee (in the case of Covered Employees).

IV. Award Criteria

Performance objectives at the corporate level will be recommended by the Chief Executive Officer to the Committee. The Committee is responsible for establishing and approving the Company performance objectives that are used to determine awards paid for Company objectives under this Plan. Performance objectives for operating units below the corporate level will be submitted by the appropriate manager to the Chief Executive Officer for his consideration and recommendation to the Committee. All performance objectives for a Plan Year applicable to Covered Employees will be established and approved prior to the ninetieth day following January 1 of such Plan Year.

The basic measures of financial performance under this Plan for Covered Employees will be:

• revenue and income measures (which include revenue, gross margin, income from operations, net income, net sales and earnings per share);

• expense measures (which include costs of goods sold, sales, general and administrative expenses and overhead costs);

• operating measures (which include volume, margin, breakage and shrinkage, productivity and market share);

• cash flow measures (which include net cash flow from operating activities and working capital);

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• liquidity measures (which include earnings before or after the effect of one or more of certain items such as interest, taxes, depreciation and amortization, cash flow and free cash flow);

• leverage measures (which include equity ratio and net debt);

• market measures (including those relating to market price, stock price, total shareholder return, return on equity (“ROE”) and market capitalization measures);

• return measures (which include economic value added, return on equity, return on assets, cash flow return on assets, cash flow return on capital, cash flow, return on capital and return on invested capital);

• corporate value measures (which include compliance, safety, environmental and personnel matters); and

• other measures such as those relating to acquisitions, dispositions or customer satisfaction.

The Committee, in its discretion, can approve additional or different measures of performance for Participants other than Covered Employees.

In addition, up to 25% of an individual’s award may, at the recommendation of the individual’s immediate manager, be based on individual objectives (without regard to such basic measures.) Any individual objectives applicable to Covered Employees must be objective within the meaning of Section 162(m).

V. Target Awards

A target award expressed as a percentage of base pay will be established each Plan Year for each of the Participants in the Plan. For Covered Employees, target awards are a percentage of such employee’s base pay expected (as of the date performance objectives are set for the Plan Year) to be received for the Plan Year. For Key Management Employees, target awards are a percentage of such employee’s base pay actually paid for the applicable Plan Year. The percentage will generally be dependent on position and will be established by the Committee for the Covered Employees and by the Chief Executive Officer for Key Management Employees.

VI. Award Categories

A Participant may have Company objectives, division objectives, business unit objectives and/or individual objectives, each of which is recommended by the Participant’s immediate manager and weighted in determining the target award for each Plan Year.

VII. Performance Measurement

Performance measurement will be determined each Plan Year in three categories.

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(1)Minimum: This is the lowest level of performance at which an award will be generated. The award paid for performance at the minimum level is a percentage of the target award as established by the Committee. There will be no payment for performance below the minimum level except as otherwise provided for herein.

(2)Target Performance. This is the desired level of performance based on the current year’s financial plan.

(3)Maximum. This is the performance level for which the maximum award under the Plan will be paid. The maximum award under the Plan that may be awarded to any Participant for any Plan Year is limited to $5 million.

VIII. Award Calculation

Attainment of the objectives is measured based on actual results versus approved targets. Performance above or below approved targets will be prorated up or down to the maximum or minimum levels established for each objective.

IX. Discretionary Awards

There may be unusual situations where a manager feels that the award generated under the Plan does not properly reflect the contribution of the Participant who is a Key Management Employee. In this situation, the Participant’s immediate manager has the right to recommend an upward adjustment of up to 25% or a downward adjustment of up to 100% of the Participant’s target award. No upward adjustment will not be permitted with respect to a Participant who is a Covered Employee.

X. Individual Objectives

A Participant’s immediate manager may recommend individual objectives as part of the Participant’s performance criteria under the Plan. The use of individual objectives is subject to the following requirements:

(1)The manager must specify the weighting of the individual objectives in the overall target award, not to exceed  30% of the total award.

(2)Individual objectives must be specifically identified and must be quantifiable in terms of both the targeted achievement and the time frame in which the objective is to be completed.

(3)The portion of the award generated from individual objectives may be adjusted up or down based on the manager’s assessment of the Participant’s results.

Notwithstanding the foregoing, no upward adjustment shall be permitted with respect to a Participant who is a Covered Employee.

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XI. Alternative Calculations

The nature and scope of the Company’s operations are such that at times unanticipated economic and market conditions may render pre-established financial objectives not meaningful in any given Plan Year. If, in the opinion of the Committee, such circumstances should arise, the Committee may make awards based on its discretion, taking into account such factors as market conditions and peer performance. Notwithstanding the foregoing, this alternative award calculation will not be applicable to a Participant who is a Covered Employee.

XII. Modifications

If, during a Plan Year, there has occurred or should occur, in the opinion of the Company, a significant beneficial or adverse change in economic conditions, the indicators of growth or recession in the Company’s business segments, the nature of the operations of the Company, or applicable laws, regulations or accounting practices, or other matters which were not anticipated by the Company when it approved Company and division objectives for the Plan Year and which, in the Company’s judgment, had or have or are expected to have a substantial positive or negative effect on the performance of the Company as a whole, the Committee may modify or revise the performance objectives for the Plan Year in such manner as it may deem appropriate in its sole judgment. By way of illustration, and not limitation, such significant changes might result from sales of assets, or mergers, acquisitions, divestitures, or spin-offs. Notwithstanding the foregoing, with respect to any Covered Employee, any such modification of performance objectives will be performed in a manner consistent with requirements for qualified performance‑based compensation under Section 162(m).

XIII. Payment

The level of achievement of goals under the Plan for a Plan Year must be certified in writing and approved by the Committee following the close of the Plan Year. Except as otherwise expressly required by law, employees voluntarily terminating or terminated for Cause prior to the date awards are paid for any Plan Year are not eligible for payment of any award for that Plan Year under this Plan. If the termination is due to retirement, disability or reduction in force (economic or otherwise), any award payment will be determined on the basis of awards actually paid to similarly situated employees based upon satisfaction of performance objectives, but prorated to the date of termination in the event termination occurs prior to the end of the Plan Year for which the award is paid. If the termination is due to death during the Plan Year, the award payment will be paid as soon as administratively practicable following death based on the Participant’s target award, but prorated to the date of death in the event of death. If death occurs after prior to the end of the Plan Year for which the award is paid, payment will be determined on the basis of awards actually paid to similarly situated employees based upon satisfaction of performance objectives.

As a condition of receiving an award under this Plan, each Participant agrees and acknowledges that any awards received pursuant to this Plan shall be subject to repayment to the Company in whole or in part in the event of a financial restatement or in such other circumstances as may be required by applicable law or as may be provided in any clawback policy that is adopted by the Company.

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The Committee has the discretion to authorize payments in cash, common stock of the Company, or a combination thereof. Any payment in common stock of the Company will be made under the Company’s then existing stockholder approved equity compensation plan and may include, in the Committee’s discretion an upward adjustment of up to 30% of the portion of the award payable in stock. Notwithstanding the foregoing, any such upward award adjustment will not be applicable to a Participant who is a Covered Employee.

Any awards payable for a Plan Year will be paid on March 15th of the following calendar year.

XIV. Effective Date

The Plan is effective as of January 1, 2011, subject to the approval of stockholders of the Company at the Company’s Annual Meeting of Stockholders held on May 3, 2011, or any adjournment thereof.

XV. Section 409A

The awards provided pursuant to this Plan are intended to be short-term deferrals exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the Plan will be construed and interpreted accordingly.

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Item IX was amended October 16, 2014

Item X(1) was amended October 16, 2014

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EX-10.12

Exhibit 10.12

July 1, 2014

Douglas E. Meikle

Dear Mr. Meikle,

Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders.  The Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control¹  may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.  Accordingly, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that appropriate steps should be taken to assure the Company of the continuation of your service and to reinforce and encourage the attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular the Committee believes it important, should the Company or its shareholders receive a proposal for or notice of a Change in Control, or consider one itself, that you be able to assess and advise the Company whether such transaction would be or is in the best interests of the Company and its shareholders, and to take such other action regarding such transaction as the Committee might determine to be appropriate, without being influenced by the uncertainties of your own situation.

In order to induce you to remain in the employ of the Company, this letter agreement (the “Agreement”), prepared pursuant to authority granted by the Committee, sets forth the compensation and severance benefits which the Company agrees will be provided to you should your employment with the Company be terminated in connection with a Change in Control under the circumstances described below.

This Agreement shall remain in full force and effect for as long as you remain in your current position with the Company or any other position of equal or higher grade which is classified as entitled to a Change in Control Agreement with the same severance multiple; provided, however, that this Agreement shall terminate and cease to be in full force and effect upon your giving notice of your intent to terminate your employment with the Company for any reason other than Good Reason, whether by Retirement, early retirement, or otherwise.  This Agreement supersedes any prior agreement between you and the Company regarding the subject matter hereof.  For the avoidance of doubt, this agreement does not supersede the terms of any equity incentive compensation arrangement governing the terms of your equity incentive awards.

¹ Reference is made to Annex I hereto for definitions of certain terms used in this Agreement, and such definitions are incorporated herein by such reference with the same effect as if set forth herein.  Certain capitalized terms used in this Agreement in connection with the description of various Plans are defined in the respective Plans, but if any conflicts with a definition herein contained, the latter shall prevail.

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1.Termination in Connection with a Change in Control.

(a)If there is a termination of your employment with the Company either by the Company without Cause or by you for Good Reason during the period between the Effective Date of a Change in Control and two years following the Effective Date (the “Effective Period”), and if such Effective Date occurs during the term of this Agreement, you shall be entitled to the following benefits, whether or not this Agreement has been cancelled prior to the time of your termination:

(i)all benefits conferred upon you by the Severance Package, and

(ii)in addition, all benefits payable under the provisions either of the Company’s employee and executive Plans in which you are a participant immediately prior to the Effective Date, or of those plans in existence at the time of the applicable Termination Date, whichever are more favorable to you, in accordance with the terms and conditions of such Plans or plans, such benefits to be paid under such Plans or plans and not under this Agreement.

(b)Notwithstanding the above, you shall not be entitled to the Severance Package if your termination results from your death or Disability, unless your death or Disability occurs (i) during the Effective Period and (ii) after either it has been decided that you will be terminated without Cause during the Effective Period, or you have given notice of termination for Good Reason during the Effective Period.

(c)You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by you as the result of your employment by another employer after the applicable Termination Date.

2.Procedures for Termination.

(a)If it is intended that your employment be terminated by you for Good Reason you shall transmit to the Company written notice setting forth the particulars upon which you base your determination that Good Reason exists and, only if the stated basis therefore is capable of being cured, requesting a cure within ten days. Failing such a cure, a “final separation” shall then occur, and if such stated basis is not capable of cure by the Company, “final separation” shall occur simultaneously with delivery of such notice.  For purposes of this Agreement, a “Termination Date” shall be deemed to have occurred upon the date of such “final separation”.

(b)If it is intended that your employment be terminated by the Company, whether with Cause or without Cause, a “Termination Date” shall be deemed to have occurred upon the 30^th day following the date of your receipt of written notice from the Company of this determination, or upon the date specified in such notice, whichever is later.

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3.Dispute Resolution.

(a)It is irrevocably agreed that if any dispute arises between us under this Agreement: (i) exclusive jurisdiction shall be in the lowest Texas state court of general jurisdiction sitting in Harris County, Texas; (ii) we are each at the time present in Texas for the purpose of conferring personal jurisdiction; (iii) any such action may be brought in such court, and any objection that the Company or you may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is waived, and we each agree not to plead or claim the same; (iv) service of process in any such proceeding or action may be effected by mailing a copy thereof by registered or certified mail, return receipt requested (or any substantially similar form of mail), postage prepaid, to such party at the address provided in Section 6 hereof; and (v) prior to any trial on the merits, we will submit to court supervised, non-binding mediation.

(b)Notwithstanding any contrary provision of Texas law, the Company shall have the burden of proof with respect to any of the following: (i) that Cause existed at the time any notice was given to you under Section 2; (ii) that Good Reason did not exist at the time notice was given to the Company under Section 2; and (iii) that a Change in Control has not occurred.

4.Successors; Binding Agreement.

(a)In the event any Successor (as defined below) does not assume this Agreement by operation of law the Company will seek to have such Successor, by agreement in form and substance satisfactory to you, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it.  If there has been a Change in Control prior to, or a Change in Control will result from, any such succession, then failure of the Company to obtain at your request such agreement prior to or upon the effectiveness of any such succession (unless assumption occurs as a matter of law) shall constitute Good Reason for termination by you of your employment and, upon delivery of your written notice of termination to the Company, you shall be entitled to the benefits provided for in this Agreement as a result of such termination.  “Successor” shall mean any Person that succeeds to, or has the ability to control, the Company’s business as a whole, whether directly by merger, consolidation, spin-off or similar transaction or indirectly by purchase of the Company’s Voting Securities or acquisition of all or substantially all of the assets of the Company.

(b)This Agreement shall inure to the benefit of and be enforceable by your personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

5.Fees and Expenses. The Company shall pay all legal fees and expenses incurred by you as a result of you seeking to interpret, obtain, assert or enforce any right or benefit conferred upon you by this Agreement to the extent you are the prevailing part. Such payment shall be made on or before the last day of the taxable year following the taxable year in which you incurred the applicable legal fees and expenses.

6.Notices.  Any and all notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered in person to the persons specified below or deposited in the United States mail, certified or registered mail, postage prepaid and addressed as follows:

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If to the Company:Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: Chief Executive Officer

If to you:Douglas E. Meikle

Either party may change, by the giving of notice in accordance with this Section 6, the address to which notices are thereafter to be sent.

7.Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

8.Survival.  All obligations undertaken and benefits conferred pursuant to this Agreement shall survive any termination of your employment and continue until performed in full.

9.Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  This Agreement shall be governed in all respects, including as to validity, interpretation, construction, performance and effect, by the internal laws of the State of Texas without regard to choice of law principles.

10.Duplicate Originals.  This Agreement has been executed in duplicate originals, with one to be held by each of the parties hereto.

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If this Agreement correctly sets forth our understanding with respect to the subject matter hereof, please sign and return one copy of this Agreement to the Company.

Sincerely,
CAMERON INTERNATIONAL CORPORATION
By:	/s/ Jack B. Moore
	Jack B. Moore
	President and
	Chief Executive Officer

Agreed to as of the _____ day of

/s/ Douglas E. Meikle

Douglas E. Meikle

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Annex I to Agreement dated July 1, 2014

between

Cameron International Corporation

and

Douglas E. Meikle

DEFINITION OF

CERTAIN TERMS

“Agreement” means the letter agreement between Douglas E. Meikle and the Company dated July 1, 2014.

“Bonus Plan” means for each year, the Company’s Management Incentive Compensation Plan or any other Plan adopted by the Board which provides for the payment of additional compensation on an annual basis to senior executive officers contingent upon the Company’s results of operations for that specific year, in either case as such Plan shall be amended or modified to, but not on or after, any Effective Date.

“Cause” means (i) your conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude, or (ii) your willful failure to perform substantially your duties with the Company (other than a failure due to physical or mental illness) which is materially and demonstrably injurious to the Company.  No act or failure to act on your part shall be considered “willful” unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company.

“Change in Control” means the earliest date at which:

(i)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement;

(ii)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board;

(iii)a merger or consolidation involving the Company or its stock or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company, unless, immediately following such transaction, 50% or more of the then outstanding Voting Securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of the Company’s outstanding Voting Securities immediately prior to such transaction (treating, for purposes of determining whether the 50% continuity test is met, any ownership of the Voting Securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or other ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding Voting Securities immediately prior to the transaction);

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(iv)all or substantially all of the assets of the Company are sold or transferred to a Person as to which (A) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (B) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in you, or a group of Persons which includes you, acquiring 20% or more of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

“Code” means the Internal Revenue Code of 1986, as amended.

“Defined Contribution Plan” means the Company’s Retirement Savings Plan and Nonqualified Deferred Compensation Plan, as the same shall be amended or modified prior to, but not on or after, any Effective Date.

“Disability” means your continuing full-time absence from your duties with the Company for 180 days or longer as a result of physical or mental incapacity.

“Effective Date” means the earliest date to occur of any of the following: (i) any of the events set forth under the definition of Change in Control shall have occurred; (ii) the receipt by the Company of a Schedule 13D stating the intention of any Person to take actions which, if accomplished, would constitute a Change in Control; (iii) the public announcement by any Person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (iv) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (v) consideration by the Board of a transaction which, if consummated, would result in a Change in Control.

If, however, an Effective Date occurs but the proposed transaction to which it relates ceases to be actively considered, the Effective Period will be deemed not to have commenced for purposes of this Agreement.  If an Effective Date occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Date with respect to the Change in Control that ultimately occurs shall be that date upon which consideration was revived and ultimately carried through to consummation.

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“Effective Period” means the period between the Effective Date of a Change in Control and the later of (i) two years following the Effective Date or (ii) one year following the consummation of the Change in Control.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Good Reason” means any of the following:

(i)a change in your status, title(s) or position(s) with the Company, including as an officer of the Company, which, in your reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from your status, title(s) and position(s) immediately prior to the Effective Date; or the assignment to you of any duties or responsibilities which, in your reasonable judgment, are inconsistent with such status, title(s) or position(s); or the withdrawal from you of any duties or responsibilities which in your reasonable opinion are consistent with such status, title(s) or position(s); or any removal of you from or any failure to reappoint or reelect you to such position(s); provided that the circumstances described in this item (i) do not apply if as a result of your death, Retirement, or Disability or following receipt by you of written notice from the Company of the termination of your employment for Cause;

(ii)a reduction by the Company any time after the Effective Date in your then current base salary;

(iii)the failure by the Company to continue in effect any Plan in which you were participating immediately prior to the Effective Date other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any such Plan on at least as favorable a basis to you as is the case immediately prior to the Effective Date or which would materially reduce your benefits under any such Plan or deprive you of any material benefit enjoyed by you immediately prior to the Effective Date, except with your express written consent;

(iv)the relocation of the principal place of your employment to a location 25 miles further from your principal residence without your express written consent;

(v)the failure by the Company upon a Change in Control to obtain the express assumption of this Agreement by any Successor (other than by operation of law);

(vi)any refusal by the Company to continue to allow you to attend to or engage in matters or activities not directly related to the business of the Company which you attended to or were engaged in immediately prior to the Effective Date and which do not otherwise violate your obligations of employment with the Company; or

(vii)any continuing material default by the Company in the performance of its obligations under this Agreement, whether before or after a Change in Control.

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“Market Value” means, when used with respect to Shares or Voting Securities, the closing price thereof on the New York Stock Exchange on the date for which the Market Value is to be determined, or if not listed thereon, on such other exchange as shall at that time constitute the principal exchange for trading the Shares or Voting Securities.

“Other Plans” means any thrift, bonus or incentive, stock option or stock accumulation, pension, medical, disability, accident or life insurance plan, program or policy of the Company which is intended to benefit employees of the Company similarly situated to you (other than the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, or LTIP Plan).

“Person” means any individual, corporation, partnership, group, association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or any Plans sponsored by the Company.

“Perquisites” means individual perquisite benefits received by you immediately prior to the Effective Date, including, but not limited to, club membership dues and certain automobile expenses.

“Plans” means the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, LTIP Plan, and Other Plans.

“Retirement” means termination of your employment on or after the attainment of age 60 and 10 years of service under the Defined Contribution Plan.

“Severance Package” means your right to receive, and the Company’s obligation to pay and/or perform the following:

(a)the Company shall pay to you, on the date six months, two days after the applicable Termination Date, a lump sum cash amount equal to the sum of (i) one times the highest annual rate of base salary in effect during the current year or any of the three years preceding the Termination Date, and (ii) one times the greater of (A) the target award you would have been eligible to receive under the Bonus Plan in respect of the current year, regardless of any limitations otherwise applicable to the Bonus Plan (i.e., the failure to have completed any vesting period or the current measurement period, or the failure to achieve any performance goal applicable to all or any portion of the measurement period) or (B) the largest award earned (whether or not paid) under the Bonus Plan in respect of any of the three years preceding the Termination Date;

(b)you will be immediately vested in any unvested portion of your interest in the Defined Contribution Plan, and any portion which can not be provided under the Retirement Savings Plan will be paid in accordance with your latest election under the Company’s Nonqualified Deferred Compensation Plan;

(c)the Company shall pay to you, on the date six months and two days after the applicable Termination Date, an amount in cash equal to one times the average annual cost incurred by the Company, during the three calendar years preceding the calendar year in which the Termination Date occurs, as a result of your participation in all insured and self-insured employee welfare benefit Plans and Perquisites in which you were entitled to participate immediately prior to the Termination Date (or such fewer whole calendar years as you have so participated).

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(d)Notwithstanding the foregoing provisions of the Severance Package, (i) if you are not a “Specified Employee” within the meaning of 409A of the Code as of your Termination Date, then the above provided benefits will be provided rather than six months and two days after the Termination Date, on the tenth day following the Termination Date and (ii) upon your death after the Termination Date any unpaid part of the Severance Package will be paid immediately.

Anything else in this Agreement to the contrary notwithstanding, if (i) your employment with the Company is terminated in connection with a Change in Control, (ii) you are entitled to the Severance Package, and (iii) your Termination Date occurs within 6 months prior to the closing of the transaction constituting a Change in Control, then all amounts to which you are or shall become entitled to under this Agreement, shall be paid on the date 6 months following the date of your termination of employment, provided that a Change in Control has occurred in such 6 month period.

“Shares” means shares of Common Stock, $.01 par value, of the Company as of the date of this Agreement, as the same shall be subsequently amended, modified or changed.

“Termination Date” shall have the meaning given it by Section 2 of the Agreement, provided that for purposes of the timing of any payment of non-qualified deferred compensation under Code Section 409A, “Termination Date” shall mean a “separation from service,” as defined in Section 1.409A-1(h) of the U.S. Treasury regulations has occurred.

“Voting Securities” means, with respect to any corporation or business enterprise, those securities which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

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EX-10.13

Exhibit 10.13

August 7, 2014

Steven W. Roll

Dear Mr. Roll,

Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders.  The Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control¹  may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.  Accordingly, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that appropriate steps should be taken to assure the Company of the continuation of your service and to reinforce and encourage the attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular the Committee believes it important, should the Company or its shareholders receive a proposal for or notice of a Change in Control, or consider one itself, that you be able to assess and advise the Company whether such transaction would be or is in the best interests of the Company and its shareholders, and to take such other action regarding such transaction as the Committee might determine to be appropriate, without being influenced by the uncertainties of your own situation.

In order to induce you to remain in the employ of the Company, this letter agreement (the “Agreement”), prepared pursuant to authority granted by the Committee, sets forth the compensation and severance benefits which the Company agrees will be provided to you should your employment with the Company be terminated in connection with a Change in Control under the circumstances described below.

This Agreement shall remain in full force and effect for as long as you remain in your current position with the Company or any other position of equal or higher grade which is classified as entitled to a Change in Control Agreement with the same severance multiple; provided, however, that this Agreement shall terminate and cease to be in full force and effect upon your giving notice of your intent to terminate your employment with the Company for any reason other than Good Reason, whether by Retirement, early retirement, or otherwise.  This Agreement supersedes any prior agreement between you and the Company regarding the subject matter hereof.  For the avoidance of doubt, this agreement does not supersede the terms of any equity incentive compensation arrangement governing the terms of your equity incentive awards.

¹ Reference is made to Annex I hereto for definitions of certain terms used in this Agreement, and such definitions are incorporated herein by such reference with the same effect as if set forth herein.  Certain capitalized terms used in this Agreement in connection with the description of various Plans are defined in the respective Plans, but if any conflicts with a definition herein contained, the latter shall prevail.

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1.Termination in Connection with a Change in Control.

(a)If there is a termination of your employment with the Company either by the Company without Cause or by you for Good Reason during the period between the Effective Date of a Change in Control and two years following the Effective Date (the “Effective Period”), and if such Effective Date occurs during the term of this Agreement, you shall be entitled to the following benefits, whether or not this Agreement has been cancelled prior to the time of your termination:

(i)all benefits conferred upon you by the Severance Package, and

(ii)in addition, all benefits payable under the provisions either of the Company’s employee and executive Plans in which you are a participant immediately prior to the Effective Date, or of those plans in existence at the time of the applicable Termination Date, whichever are more favorable to you, in accordance with the terms and conditions of such Plans or plans, such benefits to be paid under such Plans or plans and not under this Agreement.

(b)Notwithstanding the above, you shall not be entitled to the Severance Package if your termination results from your death or Disability, unless your death or Disability occurs (i) during the Effective Period and (ii) after either it has been decided that you will be terminated without Cause during the Effective Period, or you have given notice of termination for Good Reason during the Effective Period.

(c)You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by you as the result of your employment by another employer after the applicable Termination Date.

2.Procedures for Termination.

(a)If it is intended that your employment be terminated by you for Good Reason you shall transmit to the Company written notice setting forth the particulars upon which you base your determination that Good Reason exists and, only if the stated basis therefore is capable of being cured, requesting a cure within ten days. Failing such a cure, a “final separation” shall then occur, and if such stated basis is not capable of cure by the Company, “final separation” shall occur simultaneously with delivery of such notice.  For purposes of this Agreement, a “Termination Date” shall be deemed to have occurred upon the date of such “final separation”.

(b)If it is intended that your employment be terminated by the Company, whether with Cause or without Cause, a “Termination Date” shall be deemed to have occurred upon the 30^th day following the date of your receipt of written notice from the Company of this determination, or upon the date specified in such notice, whichever is later.

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3.Dispute Resolution.

(a)It is irrevocably agreed that if any dispute arises between us under this Agreement: (i) exclusive jurisdiction shall be in the lowest Texas state court of general jurisdiction sitting in Harris County, Texas; (ii) we are each at the time present in Texas for the purpose of conferring personal jurisdiction; (iii) any such action may be brought in such court, and any objection that the Company or you may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is waived, and we each agree not to plead or claim the same; (iv) service of process in any such proceeding or action may be effected by mailing a copy thereof by registered or certified mail, return receipt requested (or any substantially similar form of mail), postage prepaid, to such party at the address provided in Section 6 hereof; and (v) prior to any trial on the merits, we will submit to court supervised, non-binding mediation.

(b)Notwithstanding any contrary provision of Texas law, the Company shall have the burden of proof with respect to any of the following: (i) that Cause existed at the time any notice was given to you under Section 2; (ii) that Good Reason did not exist at the time notice was given to the Company under Section 2; and (iii) that a Change in Control has not occurred.

4.Successors; Binding Agreement.

(a)In the event any Successor (as defined below) does not assume this Agreement by operation of law the Company will seek to have such Successor, by agreement in form and substance satisfactory to you, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it.  If there has been a Change in Control prior to, or a Change in Control will result from, any such succession, then failure of the Company to obtain at your request such agreement prior to or upon the effectiveness of any such succession (unless assumption occurs as a matter of law) shall constitute Good Reason for termination by you of your employment and, upon delivery of your written notice of termination to the Company, you shall be entitled to the benefits provided for in this Agreement as a result of such termination.  “Successor” shall mean any Person that succeeds to, or has the ability to control, the Company’s business as a whole, whether directly by merger, consolidation, spin-off or similar transaction or indirectly by purchase of the Company’s Voting Securities or acquisition of all or substantially all of the assets of the Company.

(b)This Agreement shall inure to the benefit of and be enforceable by your personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

5.Fees and Expenses. The Company shall pay all legal fees and expenses incurred by you as a result of you seeking to interpret, obtain, assert or enforce any right or benefit conferred upon you by this Agreement to the extent you are the prevailing party.  Such payment shall be made on or before the last day of the taxable year following the taxable year in which you incurred the applicable legal fees and expenses.

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6.Notices.  Any and all notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered in person to the persons specified below or deposited in the United States mail, certified or registered mail, postage prepaid and addressed as follows:

If to the Company:Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: Chief Executive Officer

If to you:Steven W. Roll

Either party may change, by the giving of notice in accordance with this Section 6, the address to which notices are thereafter to be sent.

7.Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

8.Survival.  All obligations undertaken and benefits conferred pursuant to this Agreement shall survive any termination of your employment and continue until performed in full.

9.Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  This Agreement shall be governed in all respects, including as to validity, interpretation, construction, performance and effect, by the internal laws of the State of Texas without regard to choice of law principles.

10.Duplicate Originals.  This Agreement has been executed in duplicate originals, with one to be held by each of the parties hereto.

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If this Agreement correctly sets forth our understanding with respect to the subject matter hereof, please sign and return one copy of this Agreement to the Company.

Sincerely,
CAMERON INTERNATIONAL CORPORATION
By:	/s/ Jack B. Moore
	Jack B. Moore
	President and
	Chief Executive Officer

Agreed to as of the _____ day of

/s/ Steven W. Roll

Steven W. Roll

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Annex I to Agreement dated August 7, 2014

between

Cameron International Corporation

and

Steven W. Roll

DEFINITION OF

CERTAIN TERMS

“Agreement” means the letter agreement between Steven W. Roll and the Company dated August 7, 2014.

“Bonus Plan” means for each year, the Company’s

Management Incentive Compensation Plan or any other Plan adopted by the Board which provides for the payment of additional compensation on an annual basis to senior executive officers contingent upon the Company’s results of operations for that specific year, in either case as such Plan shall be amended or modified to, but not on or after, any Effective Date.

“Cause” means (i) your conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude, or (ii) your willful failure to perform substantially your duties with the Company (other than a failure due to physical or mental illness) which is materially and demonstrably injurious to the Company.  No act or failure to act on your part shall be considered “willful” unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company.

“Change in Control” means the earliest date at which:

(i)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement;

(ii)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board;

(iii)a merger or consolidation involving the Company or its stock or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company, unless, immediately following such transaction, 50% or more of the then outstanding Voting Securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of the Company’s outstanding Voting Securities immediately prior to such transaction (treating, for purposes of determining whether the 50% continuity test is met, any ownership of the Voting Securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or other ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding Voting Securities immediately prior to the transaction);

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(iv)all or substantially all of the assets of the Company are sold or transferred to a Person as to which (A) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (B) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in you, or a group of Persons which includes you, acquiring 20% or more of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

“Code” means the Internal Revenue Code of 1986, as amended.

“Defined Contribution Plan” means the Company’s Retirement Savings Plan and Nonqualified Deferred Compensation Plan, as the same shall be amended or modified prior to, but not on or after, any Effective Date.

“Disability” means your continuing full-time absence from your duties with the Company for 180 days or longer as a result of physical or mental incapacity.

“Effective Date” means the earliest date to occur of any of the following: (i) any of the events set forth under the definition of Change in Control shall have occurred; (ii) the receipt by the Company of a Schedule 13D stating the intention of any Person to take actions which, if accomplished, would constitute a Change in Control; (iii) the public announcement by any Person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (iv) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (v) consideration by the Board of a transaction which, if consummated, would result in a Change in Control.

If, however, an Effective Date occurs but the proposed transaction to which it relates ceases to be actively considered, the Effective Period will be deemed not to have commenced for purposes of this Agreement.  If an Effective Date occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Date with respect to the Change in Control that ultimately occurs shall be that date upon which consideration was revived and ultimately carried through to consummation.

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“Effective Period” means the period between the Effective Date of a Change in Control and the later of (i) two years following the Effective Date or (ii) one year following the consummation of the Change in Control.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Good Reason” means any of the following:

(i)a change in your status, title(s) or position(s) with the Company, including as an officer of the Company, which, in your reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from your status, title(s) and position(s) immediately prior to the Effective Date; or the assignment to you of any duties or responsibilities which, in your reasonable judgment, are inconsistent with such status, title(s) or position(s); or the withdrawal from you of any duties or responsibilities which in your reasonable opinion are consistent with such status, title(s) or position(s); or any removal of you from or any failure to reappoint or reelect you to such position(s); provided that the circumstances described in this item (i) do not apply if as a result of your death, Retirement, or Disability or following receipt by you of written notice from the Company of the termination of your employment for Cause;

(ii)a reduction by the Company any time after the Effective Date in your then current base salary;

(iii)the failure by the Company to continue in effect any Plan in which you were participating immediately prior to the Effective Date other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any such Plan on at least as favorable a basis to you as is the case immediately prior to the Effective Date or which would materially reduce your benefits under any such Plan or deprive you of any material benefit enjoyed by you immediately prior to the Effective Date, except with your express written consent;

(iv)the relocation of the principal place of your employment to a location 25 miles further from your principal residence without your express written consent;

(v)the failure by the Company upon a Change in Control to obtain the express assumption of this Agreement by any Successor (other than by operation of law);

(vi)any refusal by the Company to continue to allow you to attend to or engage in matters or activities not directly related to the business of the Company which you attended to or were engaged in immediately prior to the Effective Date and which do not otherwise violate your obligations of employment with the Company; or

(vii)any continuing material default by the Company in the performance of its obligations under this Agreement, whether before or after a Change in Control.

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“Market Value” means, when used with respect to Shares or Voting Securities, the closing price thereof on the New York Stock Exchange on the date for which the Market Value is to be determined, or if not listed thereon, on such other exchange as shall at that time constitute the principal exchange for trading the Shares or Voting Securities.

“Other Plans” means any thrift, bonus or incentive, stock option or stock accumulation, pension, medical, disability, accident or life insurance plan, program or policy of the Company which is intended to benefit employees of the Company similarly situated to you (other than the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, or LTIP Plan).

“Person” means any individual, corporation, partnership, group, association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or any Plans sponsored by the Company.

“Perquisites” means individual perquisite benefits received by you immediately prior to the Effective Date, including, but not limited to, club membership dues and certain automobile expenses.

“Plans” means the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, LTIP Plan, and Other Plans.

“Retirement” means termination of your employment on or after the attainment of age 60 and 10 years of service under the Defined Contribution Plan.

“Severance Package” means your right to receive, and the Company’s obligation to pay and/or perform the following:

(a)the Company shall pay to you, on the date six months, two days after the applicable Termination Date, a lump sum cash amount equal to the sum of (i) two times the highest annual rate of base salary in effect during the current year or any of the three years preceding the Termination Date, and (ii) two times the greater of (A) the target award you would have been eligible to receive under the Bonus Plan in respect of the current year, regardless of any limitations otherwise applicable to the Bonus Plan (i.e., the failure to have completed any vesting period or the current measurement period, or the failure to achieve any performance goal applicable to all or any portion of the measurement period) or (B) the largest award earned (whether or not paid) under the Bonus Plan in respect of any of the three years preceding the Termination Date;

(b)you will be immediately vested in any unvested portion of your interest in the Defined Contribution Plan, and any portion which can not be provided under the Retirement Savings Plan will be paid in accordance with your latest election under the Company’s Nonqualified Deferred Compensation Plan;

(c)the Company shall pay to you, on the date six months and two days after the applicable Termination Date, an amount in cash equal to two times the average annual cost incurred by the Company, during the three calendar years preceding the calendar year in which the Termination Date occurs, as a result of your participation in all insured and self-insured employee welfare benefit Plans and Perquisites in which you were entitled to participate immediately prior to the Termination Date (or such fewer whole calendar years as you have so participated).

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(d)Notwithstanding the foregoing provisions of the Severance Package, (i) if you are not a “Specified Employee” within the meaning of 409A of the Code as of your Termination Date, then the above provided benefits will be provided rather than six months and two days after the Termination Date, on the tenth day following the Termination Date and (ii) upon your death after the Termination Date any unpaid part of the Severance Package will be paid immediately.

Anything else in this Agreement to the contrary notwithstanding, if (i) your employment with the Company is terminated in connection with a Change in Control, (ii) you are entitled to the Severance Package, and (iii) your Termination Date occurs within 6 months prior to the closing of the transaction constituting a Change in Control, then all amounts to which you are or shall become entitled to under this Agreement, shall be paid on the date 6 months following the date of your termination of employment, provided that a Change in Control has occurred in such 6 month period.

“Shares” means shares of Common Stock, $.01 par value, of the Company as of the date of this Agreement, as the same shall be subsequently amended, modified or changed.

“Termination Date” shall have the meaning given it by Section 2 of the Agreement, provided that for purposes of the timing of any payment of non-qualified deferred compensation under Code Section 409A, “Termination Date” shall mean a “separation from service,” as defined in Section 1.409A-1(h) of the U.S. Treasury regulations has occurred.

“Voting Securities” means, with respect to any corporation or business enterprise, those securities which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

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EX-10.14

Exhibit 10.14

December 9, 2014

William Scott Lamb

Dear Mr. Lamb,

Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders.  The Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control¹  may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.  Accordingly, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that appropriate steps should be taken to assure the Company of the continuation of your service and to reinforce and encourage the attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular the Committee believes it important, should the Company or its shareholders receive a proposal for or notice of a Change in Control, or consider one itself, that you be able to assess and advise the Company whether such transaction would be or is in the best interests of the Company and its shareholders, and to take such other action regarding such transaction as the Committee might determine to be appropriate, without being influenced by the uncertainties of your own situation.

In order to induce you to remain in the employ of the Company, this letter agreement (the “Agreement”), prepared pursuant to authority granted by the Committee, sets forth the compensation and severance benefits which the Company agrees will be provided to you should your employment with the Company be terminated in connection with a Change in Control under the circumstances described below.

This Agreement shall remain in full force and effect for as long as you remain in your current position with the Company or any other position of equal or higher grade which is classified as entitled to a Change in Control Agreement with the same severance multiple; provided, however, that this Agreement shall terminate and cease to be in full force and effect upon your giving notice of your intent to terminate your employment with the Company for any reason other than Good Reason, whether by Retirement, early retirement, or otherwise.  This Agreement supersedes any prior agreement between you and the Company regarding the subject matter hereof.  For the avoidance of doubt, this agreement does not supersede the terms of any equity incentive compensation arrangement governing the terms of your equity incentive awards.

¹ Reference is made to Annex I hereto for definitions of certain terms used in this Agreement, and such definitions are incorporated herein by such reference with the same effect as if set forth herein.  Certain capitalized terms used in this Agreement in connection with the description of various Plans are defined in the respective Plans, but if any conflicts with a definition herein contained, the latter shall prevail.

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1.Termination in Connection with a Change in Control.

(a)If there is a termination of your employment with the Company either by the Company without Cause or by you for Good Reason during the period between the Effective Date of a Change in Control and two years following the Effective Date (the “Effective Period”), and if such Effective Date occurs during the term of this Agreement, you shall be entitled to the following benefits, whether or not this Agreement has been cancelled prior to the time of your termination:

 (i)all benefits conferred upon you by the Severance Package, and

(ii)in addition, all benefits payable under the provisions either of the Company’s employee and executive Plans in which you are a participant immediately prior to the Effective Date, or of those plans in existence at the time of the applicable Termination Date, whichever are more favorable to you, in accordance with the terms and conditions of such Plans or plans, such benefits to be paid under such Plans or plans and not under this Agreement.

(b)Notwithstanding the above, you shall not be entitled to the Severance Package if your termination results from your death or Disability, unless your death or Disability occurs (i) during the Effective Period and (ii) after either it has been decided that you will be terminated without Cause during the Effective Period, or you have given notice of termination for Good Reason during the Effective Period.

(c)You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by you as the result of your employment by another employer after the applicable Termination Date.

2.Procedures for Termination.

(a)If it is intended that your employment be terminated by you for Good Reason you shall transmit to the Company written notice setting forth the particulars upon which you base your determination that Good Reason exists and, only if the stated basis therefore is capable of being cured, requesting a cure within ten days. Failing such a cure, a “final separation” shall then occur, and if such stated basis is not capable of cure by the Company, “final separation” shall occur simultaneously with delivery of such notice.  For purposes of this Agreement, a “Termination Date” shall be deemed to have occurred upon the date of such “final separation”.

(b)If it is intended that your employment be terminated by the Company, whether with Cause or without Cause, a “Termination Date” shall be deemed to have occurred upon the 30^th day following the date of your receipt of written notice from the Company of this determination, or upon the date specified in such notice, whichever is later.

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3.Dispute Resolution.

(a)It is irrevocably agreed that if any dispute arises between us under this Agreement: (i) exclusive jurisdiction shall be in the lowest Texas state court of general jurisdiction sitting in Harris County, Texas; (ii) we are each at the time present in Texas for the purpose of conferring personal jurisdiction; (iii) any such action may be brought in such court, and any objection that the Company or you may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is waived, and we each agree not to plead or claim the same; (iv) service of process in any such proceeding or action may be effected by mailing a copy thereof by registered or certified mail, return receipt requested (or any substantially similar form of mail), postage prepaid, to such party at the address provided in Section 6 hereof; and (v) prior to any trial on the merits, we will submit to court supervised, non-binding mediation.

(b)Notwithstanding any contrary provision of Texas law, the Company shall have the burden of proof with respect to any of the following: (i) that Cause existed at the time any notice was given to you under Section 2; (ii) that Good Reason did not exist at the time notice was given to the Company under Section 2; and (iii) that a Change in Control has not occurred.

4.Successors; Binding Agreement.

(a)In the event any Successor (as defined below) does not assume this Agreement by operation of law the Company will seek to have such Successor, by agreement in form and substance satisfactory to you, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it.  If there has been a Change in Control prior to, or a Change in Control will result from, any such succession, then failure of the Company to obtain at your request such agreement prior to or upon the effectiveness of any such succession (unless assumption occurs as a matter of law) shall constitute Good Reason for termination by you of your employment and, upon delivery of your written notice of termination to the Company, you shall be entitled to the benefits provided for in this Agreement as a result of such termination.  “Successor” shall mean any Person that succeeds to, or has the ability to control, the Company’s business as a whole, whether directly by merger, consolidation, spin-off or similar transaction or indirectly by purchase of the Company’s Voting Securities or acquisition of all or substantially all of the assets of the Company.

(b)This Agreement shall inure to the benefit of and be enforceable by your personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

5.Fees and Expenses. The Company shall pay all legal fees and expenses incurred by you as a result of you seeking to interpret, obtain, assert or enforce any right or benefit conferred upon you by this Agreement to the extent you are the prevailing party.  Such payment shall be made on or before the last day of the taxable year following the taxable year in which you incurred the applicable legal fees and expenses.

6.Notices.  Any and all notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered in person to the persons specified below or deposited in the United States mail, certified or registered mail, postage prepaid and addressed as follows:

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If to the Company:Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: Chief Executive Officer

If to you:William Scott Lamb

Either party may change, by the giving of notice in accordance with this Section 6, the address to which notices are thereafter to be sent.

7.Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

8.Survival.  All obligations undertaken and benefits conferred pursuant to this Agreement shall survive any termination of your employment and continue until performed in full.

9.Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  This Agreement shall be governed in all respects, including as to validity, interpretation, construction, performance and effect, by the internal laws of the State of Texas without regard to choice of law principles.

10.Duplicate Originals.  This Agreement has been executed in duplicate originals, with one to be held by each of the parties hereto.

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If this Agreement correctly sets forth our understanding with respect to the subject matter hereof, please sign and return one copy of this Agreement to the Company.

Sincerely,
CAMERON INTERNATIONAL CORPORATION
By:	/s/ Jack B. Moore
	Jack B. Moore
	President and
	Chief Executive Officer

Agreed to as of the _____ day of

/s/ William Scott Lamb

William Scott Lamb

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Annex I to Agreement dated December 9, 2014

between

Cameron International Corporation

and

William Scott Lamb

DEFINITION OF

CERTAIN TERMS

“Agreement” means the letter agreement between William Scott Lamb and the Company dated July 1, 2014.

“Bonus Plan” means for each year, the Company’s Management Incentive Compensation Plan or any other Plan adopted by the Board which provides for the payment of additional compensation on an annual basis to senior executive officers contingent upon the Company’s results of operations for that specific year, in either case as such Plan shall be amended or modified to, but not on or after, any Effective Date.

“Cause” means (i) your conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude, or (ii) your willful failure to perform substantially your duties with the Company (other than a failure due to physical or mental illness) which is materially and demonstrably injurious to the Company.  No act or failure to act on your part shall be considered “willful” unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company.

“Change in Control” means the earliest date at which:

(i)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement;

(ii)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board;

(iii)a merger or consolidation involving the Company or its stock or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company, unless, immediately following such transaction, 50% or more of the then outstanding Voting Securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of the Company’s outstanding Voting Securities immediately prior to such transaction (treating, for purposes of determining whether the 50% continuity test is met, any ownership of the Voting Securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or other ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding Voting Securities immediately prior to the transaction);

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(iv)all or substantially all of the assets of the Company are sold or transferred to a Person as to which (A) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (B) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in you, or a group of Persons which includes you, acquiring 20% or more of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

“Code” means the Internal Revenue Code of 1986, as amended.

“Defined Contribution Plan” means the Company’s Retirement Savings Plan and Nonqualified Deferred Compensation Plan, as the same shall be amended or modified prior to, but not on or after, any Effective Date.

“Disability” means your continuing full-time absence from your duties with the Company for 180 days or longer as a result of physical or mental incapacity.

“Effective Date” means the earliest date to occur of any of the following: (i) any of the events set forth under the definition of Change in Control shall have occurred; (ii) the receipt by the Company of a Schedule 13D stating the intention of any Person to take actions which, if accomplished, would constitute a Change in Control; (iii) the public announcement by any Person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (iv) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (v) consideration by the Board of a transaction which, if consummated, would result in a Change in Control.

If, however, an Effective Date occurs but the proposed transaction to which it relates ceases to be actively considered, the Effective Period will be deemed not to have commenced for purposes of this Agreement.  If an Effective Date occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Date with respect to the Change in Control that ultimately occurs shall be that date upon which consideration was revived and ultimately carried through to consummation.

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“Effective Period” means the period between the Effective Date of a Change in Control and the later of (i) two years following the Effective Date or (ii) one year following the consummation of the Change in Control.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Good Reason” means any of the following:

(i)a change in your status, title(s) or position(s) with the Company, including as an officer of the Company, which, in your reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from your status, title(s) and position(s) immediately prior to the Effective Date; or the assignment to you of any duties or responsibilities which, in your reasonable judgment, are inconsistent with such status, title(s) or position(s); or the withdrawal from you of any duties or responsibilities which in your reasonable opinion are consistent with such status, title(s) or position(s); or any removal of you from or any failure to reappoint or reelect you to such position(s); provided that the circumstances described in this item (i) do not apply if as a result of your death, Retirement, or Disability or following receipt by you of written notice from the Company of the termination of your employment for Cause;

(ii)a reduction by the Company any time after the Effective Date in your then current base salary;

(iii)the failure by the Company to continue in effect any Plan in which you were participating immediately prior to the Effective Date other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any such Plan on at least as favorable a basis to you as is the case immediately prior to the Effective Date or which would materially reduce your benefits under any such Plan or deprive you of any material benefit enjoyed by you immediately prior to the Effective Date, except with your express written consent;

(iv)the relocation of the principal place of your employment to a location 25 miles further from your principal residence without your express written consent;

(v)the failure by the Company upon a Change in Control to obtain the express assumption of this Agreement by any Successor (other than by operation of law);

(vi)any refusal by the Company to continue to allow you to attend to or engage in matters or activities not directly related to the business of the Company which you attended to or were engaged in immediately prior to the Effective Date and which do not otherwise violate your obligations of employment with the Company; or

(vii)any continuing material default by the Company in the performance of its obligations under this Agreement, whether before or after a Change in Control.

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“Market Value” means, when used with respect to Shares or Voting Securities, the closing price thereof on the New York Stock Exchange on the date for which the Market Value is to be determined, or if not listed thereon, on such other exchange as shall at that time constitute the principal exchange for trading the Shares or Voting Securities.

“Other Plans” means any thrift, bonus or incentive, stock option or stock accumulation, pension, medical, disability, accident or life insurance plan, program or policy of the Company which is intended to benefit employees of the Company similarly situated to you (other than the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, or LTIP Plan).

“Person” means any individual, corporation, partnership, group, association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or any Plans sponsored by the Company.

“Perquisites” means individual perquisite benefits received by you immediately prior to the Effective Date, including, but not limited to, club membership dues and certain automobile expenses.

“Plans” means the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, LTIP Plan, and Other Plans.

“Retirement” means termination of your employment on or after the attainment of age 60 and 10 years of service under the Defined Contribution Plan.

“Severance Package” means your right to receive, and the Company’s obligation to pay and/or perform the following:

(a)the Company shall pay to you, on the date six months, two days after the applicable Termination Date, a lump sum cash amount equal to the sum of (i) one times the highest annual rate of base salary in effect during the current year or any of the three years preceding the Termination Date, and (ii) one times the greater of (A) the target award you would have been eligible to receive under the Bonus Plan in respect of the current year, regardless of any limitations otherwise applicable to the Bonus Plan (i.e., the failure to have completed any vesting period or the current measurement period, or the failure to achieve any performance goal applicable to all or any portion of the measurement period) or (B) the largest award earned (whether or not paid) under the Bonus Plan in respect of any of the three years preceding the Termination Date;

(b)you will be immediately vested in any unvested portion of your interest in the Defined Contribution Plan, and any portion which can not be provided under the Retirement Savings Plan will be paid in accordance with your latest election under the Company’s Nonqualified Deferred Compensation Plan;

(c)the Company shall pay to you, on the date six months and two days after the applicable Termination Date, an amount in cash equal to one times the average annual cost incurred by the Company, during the three calendar years preceding the calendar year in which the Termination Date occurs, as a result of your participation in all insured and self-insured employee welfare benefit Plans and Perquisites in which you were entitled to participate immediately prior to the Termination Date (or such fewer whole calendar years as you have so participated).

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(d)Notwithstanding the foregoing provisions of the Severance Package, (i) if you are not a “Specified Employee” within the meaning of 409A of the Code as of your Termination Date, then the above provided benefits will be provided rather than six months and two days after the Termination Date, on the tenth day following the Termination Date and (ii) upon your death after the Termination Date any unpaid part of the Severance Package will be paid immediately.

Anything else in this Agreement to the contrary notwithstanding, if (i) your employment with the Company is terminated in connection with a Change in Control, (ii) you are entitled to the Severance Package, and (iii) your Termination Date occurs within 6 months prior to the closing of the transaction constituting a Change in Control, then all amounts to which you are or shall become entitled to under this Agreement, shall be paid on the date 6 months following the date of your termination of employment, provided that a Change in Control has occurred in such 6 month period.

“Shares” means shares of Common Stock, $.01 par value, of the Company as of the date of this Agreement, as the same shall be subsequently amended, modified or changed.

“Termination Date” shall have the meaning given it by Section 2 of the Agreement, provided that for purposes of the timing of any payment of non-qualified deferred compensation under Code Section 409A, “Termination Date” shall mean a “separation from service,” as defined in Section 1.409A-1(h) of the U.S. Treasury regulations has occurred.

“Voting Securities” means, with respect to any corporation or business enterprise, those securities which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

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EX-10.34

Exhibit 10.34

CAMERON INTERNATIONAL CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

(Including Non-Compete, Non-Solicitation, and Confidentiality Agreements)

Effective Date:  October 16, 2014

1.         Purpose.  As an additional incentive and inducement to you to remain in the employment of Cameron International Corporation (the “Company”) or one of its Subsidiaries and to acquire an ownership position in the Company, thereby aligning your interests with those of the Company and its stockholders, the Company hereby grants to you, the “Optionee”,  the option to purchase common stock of the Company from the Company (the “Options”) at the times and upon the terms and conditions set forth on the attached Notice of Grant of Stock Options and thisOption Agreement (the “Agreement”), subject to your acceptance of this Agreement in writing or electronically in the manner prescribed by the Company or its third party administrator.  The Options are not intended to be incentive stock options granted in accordance with Code Section 422.  For purposes of this Agreement, “Employer” means the Company or Subsidiary that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan.

2.         Terms Subject to the Plan.  The Agreement is expressly subject to the terms and provisions of the Company’s Equity Incentive Plan (the “Plan”), as indicated in your Notice of Grant of Stock Options.  A copy of the Plan is available from the Corporate Secretary upon request.  In the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control.

3.         Purchase Price.  The purchase price of the Shares of the Company’s common stock subject to the Agreement shall be $57.57 per Share.

4.         Vesting.  The Options granted pursuant to this Agreement may be exercised, in whole or in part, but only as to the number of Options as to which the right to exercise has vested at the time of exercise, during the period beginning October 16, 2015 (one year from the date on which they were granted), and ending October 16, 2024 (ten years from the date on which Option was granted.)

5.         Exercise of Option.  The Options granted herein may be exercised as to vested Options, in whole or in part, from time to time by the Optionee by giving written notice to the Secretary of the Company on or prior to the date on which the Option terminates.  Such notice shall identify the Option and specify the number of whole Shares that the Optionee desires to purchase.  Any notice of exercise shall be in an electronic or written form as prescribed by the Company or its designated third party administrator.  Payment of the purchase price of the Shares that the Optionee desires to purchase shall be tendered in full at the time of giving notice by (i) cash, check in U.S. Dollars, or bank draft payable and acceptable to the Company (or the equivalent thereof acceptable to the Company), (ii) Shares theretofore owned and held by the Optionee, (iii) a combination of cash and Shares theretofore owned and held by the Optionee, or (iv) the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the exercise price.  The notice shall not be considered to be properly given unless accompanied by all documentation deemed appropriate by the Company to reflect exercise of the Option and compliance with all applicable laws, rules and regulations.

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6.         Changes in the Company’s Capital Structure.The number of Shares subject to the Option and the price per Share payable upon exercise of the Option shall be subject to the provisions of Section 12.2 of the Plan relating to adjustments to corporate capitalization.

7.         Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a)        The Optionee acknowledges that the Optionee is in possession of and has access to confidential information, including material relating to the business, products and/or services of the Company and that he or she will continue to have such possession and access during employment by the Company or Employer. The Optionee also acknowledges that the Company’s (or Employer’s) business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Optionee agrees that as partial consideration for the Option granted herein that should the Optionee engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company or Employer shall be entitled to: (i) cancel any unexercised portion of the Option grant; (ii) recover from the Optionee the value of any portion of the Option grant that has been exercised; (iii) seek injunctive relief against the Optionee pursuant to the provision of subsection (c) below; (iv) recover all damages, court costs, and attorneys’ fees incurred by the Company or Employer in enforcing the provisions of this Option grant, and (v) set-off any such sums to which the Company or Employer is entitled hereunder against any sum which may be owed the Optionee by the Company or Employer.

(b)        “Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change of Control” (as defined in Section 8(j) hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or Employer or any Subsidiary; (ii) disclosing to anyone outside the Company or any Subsidiary, or using in other than the Company’s or any Subsidiary’s business, without prior written authorization from the Company or Employer or any Subsidiary, any confidential information including material relating to the business, products or services of the Company or Employer or any Subsidiary acquired by the Optionee during employment with the Company or Employer or any Subsidiary; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or Employer or any Subsidiary to leave his or her employment, whether done on Optionee’s own account or on account of any person, organization or business which is or becomes competitive with the Company or Employer or any Subsidiary, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or Employer or any Subsidiary.  “Detrimental Activity” for the purposes hereof with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change of Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

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(c)        Because of the difficulty of measuring economic losses to the Company or Employer as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company or Employer for which it would have no other adequate remedy, the Optionee agrees that the foregoing covenants may be enforced by the Company or Employer in the event of breach by him/her by injunction relief and restraining order, without the necessity of posting a bond, and that such enforcement shall not be the Company's or Employer’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company or Employer.

(d)        The covenants and the provisions of this Section 7 are severable and separate, and the unenforceability of any specific covenant or provision shall not affect the enforceability of any other covenant or provision. Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope or time set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the panel or court deems reasonable, and this Agreement shall thereby be reformed.

(e)        Each of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Optionee against the Company or Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Employer of such covenants or provisions.

8.          Termination of Employment.

(a)        If the Optionee’s employment terminates at age 60 or older, for reasons other than “Cause” (as defined below), and the Optionee has at least ten years of continuous employment with either or both the Company or a Subsidiary, any unvested Options shall continue to vest and be payable according to the terms of the Agreement; except that if such termination occurs within one year from grant date, the number of Options that will continue to vest shall be reduced to be proportionate to the ratio of the number of days between grant date and termination date and 365, withthe balance of the Option immediately cancelled. The Optionee shall have the right to exercise the Option at any time within the lesser of: (i) the term of the option, or (ii) a three (3) year period commencing on the day next following such termination.

(b)        If the Optionee is an executive officer, categorized as a Tier 1 Executive Officer at the time of grant or at the time of termination, age 65 or older with at least ten years of continuous employment with either or both of the Company or a Subsidiary and the Optionee’s employment terminates for reason other than Cause, or death or “Long-term Disability” (as defined below), any unvested Options shall continue to vest according to the terms of the Agreement and Optionee shall have the right to exercise the Options for the full term of this Agreement.

(c)        If the Optionee’s employment terminates by reason of death or “Long-term Disability”, of the Optionee, the Option shall vest in full, as of the date of death or the date of such termination and be exercisable pursuant to the terms of Section 4, and the Optionee or his/her personal representatives, heirs, legatees or distributees shall have the right to exercise the Option granted hereunder at any time within the lesser of:  (1) the term of the Option or, (ii) a three (3) year period commencing on the date next following the date ofsuch termination.

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(d)        If the Optionee’s employment terminates by reason of a workforce reduction, the Options shall continue to vest and be exercisableaccording to theirterms; except that, unless the Optionee is an executive officer categorized as a Tier 1 Executive Officer at the time of grant or the time of termination, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs within one year from the grant date, the number of Options that will vest in full shall be reduced to be proportionate to the ratio of the number of days between the grant date and the date of termination and 365, with the balance of the Option immediately cancelled.

(e)        If the Optionee’s employment terminates other than as provided for in Sections (a), (b), (c) or (d) above, no additional Options shall vest for the benefit of the Optionee after the termination date, and the Options shall be exercisable by the Optionee, with respect to those Shares which had already vested only, within a three (3) month period after such termination or the term of the Options, whichever is less, but only to the extent exercisable immediately prior to the date of termination.

(f)         If the Optionee’s employment is terminated for Cause, the Options shall terminate and no longer be exercisable for either the vested or the unvested Options.

(g)        Any other agreement between the Optionee and the Company notwithstanding, if there is a termination in connection with a “Change in Control” (as defined below), the Optionsshall immediately vest and be exercisable in full pursuant to the terms of Section 5.  For the purposes of this Award Agreement, a termination in connection with a Change in Control shall mean a Change in Control shall have occurred and there has occurred a termination of the Optionee’s employment with the Company or a Subsidiary either by the Company or a Subsidiary without Cause, or by the Optionee for “Good Reason” (as defined below) during the “Effective Period” (as defined below).

(h)        “Cause” for the purposes hereof, shall mean the Optionee has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or a Subsidiary; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or a Subsidiary; (3) breached any material policy or code of conduct established by the Company or a Subsidiary and affecting the Optionee; (4) engaged in conduct that Optionee knows or should know is materially injurious to the Company or a Subsidiary; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonest or impropriety which materially impairs the Optionee’s effectiveness in his or her position with the Company or a Subsidiary.

(i)         “Long-term Disability” for the purposes hereof, shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

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(j)         “Change in Control” for the purposes of this Agreement, shall mean the earliest date on which:

(i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or

(ii) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction at least 50% of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

(iv) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Optionee, or a group of Persons which includes the Optionee, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

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(k)        The “Effective Period” shall mean for the purposes of this Award Agreement the period from (A) the earliest date to occur of any of the following: (1) any of the events set forth under the definition of Change in Control shall have occurred, (2) the receipt by the Company of a Schedule 13D stating the intention of any person to take actions which if accomplished, would constitute a Change in Control; (3) the public announcement by any person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (4) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (5) consideration by the Board of a transaction which, if consummated, would result in a Change in Control and continues until (B) the Scheduled Vesting Date, provided that the Change in Control is consummated prior to the last scheduled vesting date.  If, however, an Effective Period occurs but the proposed transaction to which it relates ceases to be actively considered or pending, the Effective Period will be deemed not to have commenced for purposes of this Agreement. If, however, an Effective Period occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Period with respect to the Change in Control that ultimately occurs shall begin on the date upon which consideration was revived and continue until the Scheduled Vesting Date, provided that the consummation of the Change in Control occurs during the term of the Option.

(l)         “Good Reason” for the purposes of the Award Agreement shall mean the occurrence of any of the following without the Optionee’s express written consent: (1) a material change in the Optionee’s status, title(s) or positions(s) with the Company, including as an officer of the Company, as in effect immediately prior to the Effective Period which in the Optionee’s reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from the Optionee’s status, title(s) and positions(s) immediately prior to the Effective Period; or the assignment to the Optionee of any duties or responsibilities which, in the Optionee’s reasonable judgment, are materially inconsistent with such status, title(s) or positions(s); or any removal of the Optionee from or any failure to reappoint or reelect the Optionee to such position(s); provided that the circumstances described in this item (1) do not apply if as a result of the Optionee’s Death, voluntary termination of employment after age 60 with 10 years of service, Long-Term Disability or following receipt by the Optionee of written notice from the Company of the termination of the Optionee’s employment for Cause; (2) a reduction by the Company during the Effective Period in the Optionee’s then current base salary; (3) the failure by the Company to continue in effect any material Plan in which the Optionee was participating immediately prior to the Effective Period other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would materially adversely affect the Optionee’s continued participation in any such Plan on at least as favorable a basis to the Optionee’s participation as in effect immediately prior to the Effective Period or which would materially reduce the Optionee’s benefits under any such Plan or deprive the Optionee of any material benefit enjoyed by Optionee immediately prior to the Effective Period; or (4) the relocation of the principal place of Optionee’s employment to a location 25 miles further from the Optionee’s principal residence. To qualify as Good Reason, an Optionee must (i) give written notice of an event constituting Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Good Reason condition and prior to the Scheduled Vesting Date.

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9.         Employment.  This Agreement is not an employment agreement.  Nothing contained herein shall be construed as creating any employment relationship.

10.       Notices.  All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

 Cameron International Corporation

 1333 West Loop South, Suite 1700

 Houston, Texas 77027

 Attention:  Corporate Secretary

 Telephone:  713-513-3322

11.       Definitions.  All undefined capitalized terms used herein shall have the meanings assigned to them in the Plan.

12.       Successors and Assigns.  Subject to the provisions of Paragraph 9 hereof, this Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Optionee and the successors and assigns of the Company.  This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Texas.  In no event shall an Option granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Optionee other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) with respect to grants of nonqualified stock options, by transfer by an Optionee to a member of the Optionee’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Optionee and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” means the spouse, children or grandchildren of the Optionee.

13.       Tax Withholding.

(a)        Regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax (including foreign, federal, state and local tax), social insurance, payroll tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer.  Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited to, the grant, vesting, exercise of the Option, the issuance of Shares upon exercise, the subsequent sale of Shares acquired pursuant to the exercise of the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result.  Further, if Optionee has become subject to tax in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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(b)        Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, Optionee authorizes the Company and/or the Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) accept a cash payment in U.S. Dollars in the amount of Tax-Related Items, (ii) withhold whole Shares which would otherwise be delivered to Optionee having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Optionee’s wages or other cash compensation which would otherwise be payable to Optionee by the Company and/or the Employer, equal to the amount necessary to satisfy any such obligations, (iii) withhold from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization), or (iv) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Optionee have submitted an irrevocable notice of exercise.

(c)        To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Optionee are deemed to have been issued the full number of Shares subject to the Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.  Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company shall have sole discretion to deliver the Shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section and Optionee unconditionally consents to and approves any such action taken by the Company.  Optionee (or any beneficiary or person entitled to act on Optionee’s behalf) shall provide the Company with any forms, documents or other information reasonably required by the Company.

14.       Repatriation; Compliance with Laws. If the Optionee is resident or employed outside of the United States, the Optionee may be required to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Shares acquired pursuant to the Option) in accordance with local foreign exchange rules and regulations in the Optionee’s country of residence (and country of employment, if different). It is the Optionee’s responsibility to comply with all foreign exchange rules and all other local compliance requirements that he or she may be subject to with respect to his or her participation in the Plan.  In addition, the Optionee is required to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be necessary to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Optionee’s country of residence (and country of employment, if different).  The Optionee is also required to take any and all actions as may be necessary to comply with the Optionee’s personal legal, and tax obligations under local laws, rules and regulations in the Optionee’s country of residence (and country of employment, if different).

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15.       Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal, state or foreign securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. If the Optionee is resident or employed outside of the United States, neither the grant of the Options under the Plan nor the issuance of the underlying Shares upon exercise of the Options is intended to be a public offering of securities in the Optionee’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities in jurisdictions outside of the United States unless otherwise required under local law.

16.       Legal Requirements and Risks. No employee of the Company or a Subsidiary is permitted to advise the Optionee on whether the Optionee should acquire Shares under the Plan. Acquiring Shares involves a degree of risk. Before deciding to acquire Shares pursuant to the Options, the Optionee should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Optionee should carefully review all of the materials related to the Options and the Plan. In addition, the Optionee should consult with the Optionee’s own financial advisor and legal advisor for professional investment advice.

17.       Consent to Collection, Processing and Transfer of Personal Data.

(a)        Pursuant to applicable personal data protection laws, the Company and the Employer (if different) hereby notify the Optionee of the following in relation to the Optionee’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Option and the Optionee’s participation in the Plan. The collection, processing and transfer of the Optionee’s personal data are necessary for the Company’s administration of the Plan and the Optionee’s participation in the Plan. The Optionee’s denial and/or objection to the collection, processing and transfer of personal data may affect the Optionee’s participation in the Plan. The Optionee voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

(b)        The Company and the Employer (if different) hold certain personal information about the Optionee, including the Optionee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Optionee or collected, where lawful, from third parties, and the Company and Employer (if different) will process the Data for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Optionee’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Optionee’s participation in the Plan.

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(c)        The Company and the Employer (if different) will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Optionee hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Optionee’s behalf to a broker or other third party with whom the Optionee may elect to deposit any Shares acquired pursuant to the Plan.

(d)        The Optionee may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Optionee’s participation in the Plan. The Optionee may seek to exercise these rights by contacting the Company’s Corporate Secretary’s Department.

18.       English Language. The Optionee acknowledges and agrees that it is the Optionee’s express intent that the Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If the Optionee has received the Agreement, the Plan or any other documents related to the Options translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

19.       Nature of Grant.

In accepting the award of Options, Optionee acknowledges that:

(a)        The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement.

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(b)        The grant of Options is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)        The Optionee is voluntarily participating in the Plan.

(d)        An Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Optionee’s employment contract, if any.

(e)        The Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)         The Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Options will not be interpreted to form an employment contract with any Subsidiary.

(g)        This Agreement shall not confer upon the Optionee any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Optionee’s employment at any time, as may be permitted under local law.

(h)        The future value of the underlying Shares is unknown and cannot be predicted with certainty; if the value of the Shares does not increase after the time of grant, this Option will have no value.

(i)         If the Options vest and the Optionee obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)         In consideration of the grant of the Options, no claim or entitlement to compensation or damages shall arise from termination of the Options or diminution in value of the Options or Shares acquired upon exercise of the Option resulting from termination of the Optionee’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Option, the Optionee will be deemed irrevocably to have waived the Optionee’s entitlement to pursue such claim.

(k)        In the event of involuntary termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee’s right to receive Options and vest under the Plan, if any, will terminate effective as of the date that Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise Options and vesting in Options after termination of employment, if any will be measured by the date of termination of Optionee’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the award of the Options.

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(l)         The Options and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

20.       Electronic Delivery/Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Option by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

21.       Not Providing Advice.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s acquisition or sale of the Shares underlying the Option.  Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

22.       Governing Law.  All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Optionee agrees to exclusive venue and jurisdiction in such courts as a condition of receiving this Award.

23.       Appendix Terms. Notwithstanding any provisions of this Agreement to the contrary, the Option shall be subject to such special terms andconditions for the Optionee’s country of residence (and country of employment, if different), as are set forth in the Appendix to this Agreement (the “Appendix”). Further, if the Optionee transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the Option to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Option and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Optionee’s transfer). In all circumstances, the Appendix shall constitute part of this Agreement.

24.       Additional Requirements. The Company reserves the right to impose other requirements on the Options, any Shares acquired pursuant to the Options, and the Optionee’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Options and the Plan. Such requirements may include (but are not limited to) requiring the Optionee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

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EX-10.38

Exhibit 10.38

CAMERON INTERNATIONAL CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Including Non-Compete, Non-Solicitation, and Confidentiality Agreements)

(October 16, 2014)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in theNotice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan  (the “Plan”).  For purposes of this Award Agreement, “Employer” means the Company or Subsidiary that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan.

1.             Effective Date of RSUs.

(a)           The Company hereby grants to the Participant, on the terms and conditions set forth herein, an award of RSUs(the “Award”), effective October 16, 2014 (“Effective Date”).

(b)           This Award is a commitment to issue one shareof Cameron common stock (“Shares”) for each RSU specified on the Notice of Grant of Award pursuant to the terms of the Award Agreement, subject to the Participant’s acceptance of this Agreement in writing or electronically in the manner prescribed by the Company or its third party administrator.

(c)           Notwithstanding the foregoing, the Company may, in its sole discretion, settle the RSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant or the Company to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (3) is administratively burdensome; or (ii) Shares, but require the Participant to immediately sell such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

2.             Terms Subject to the Plan.  This Award Agreement is expressly subject to the terms and provisions of the Plan, as indicated in the Participant’s Notice of Grant of Award.  A copy of the Plan is available from the Corporate Secretary upon request.  In the event there is a conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall control.

3.Vesting Schedule.  The Award shall become vested, in three installments as follows: one-third on October 16, 2015, one-third on October 16, 2016, and one-third on October 16, 2017 (the “Scheduled Vesting Dates”) provided there has been continuous employment of the Participant by the Company and/or a Subsidiary from the Effective Date to the Scheduled Vesting Dates, subject to Section 4.  All RSUs which become vested shall be payable in accordance with Section 5 hereof.

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4.             Termination of Employment.  Notwithstanding the foregoing:

(a)If the Participant’s employment terminates at age 60 or older for reasons other than “Cause” (as defined below), and the Participant has at least ten years of continuous employment with the Company or a Subsidiary, any unvested RSUs shall vest according to the terms of the Award; except that, unless the Participant is an executive officer, categorized as a Tier 1 Executive Officer at the time of grant or the time of termination, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs before October 16, 2015, the number of RSUs that will continue to vest shall be reduced to be proportionate to the number of days worked during the first year of the award and 365, with the balance of the Award to be immediately cancelled.

(b)If the Participant’s employment terminates by reason of the death or “Long-Term Disability” (as defined below) of the Participant, the Award shall immediately vest in full as of the date of death or the date of such termination and the Shares shall be delivered in accordance with Section 5.

(c)           If the Participant’s employment terminates by reason of a workforce reduction, the Award shall vest according to the terms of the Awardand theShares shall be delivered in accordance with Section 5; except that, unless the Participant is an executive officer, categorized as a Tier 1 Executive Officer at the time of grant or the time of termination, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs within one year from the Effective Date, the number of RSUs that will vest in full shall be reduced to be proportionate to the number of days between the Effective Date and the date of termination and 365, with the balance of the Award to be immediately cancelled.

(d)          Not withstanding any other agreement between the Company (or a Subsidiary) and the Participant, if there is a termination in connection with a “Change in Control” (as defined below), the award shall immediately vest and the Shares shallbe delivered in accordance with Section 5.  For the purposes of this Award Agreement, a termination in connection with a Change in Control shall mean a Change in Control shall have occurred and there has occurred a termination of the Participant’s employment with the Company or a Subsidiary either by the Company or a Subsidiary without “Cause” (as defined below), or by the Participant for “Good Reason” (as defined below) during the “Effective Period” (as defined below).

(e)           If the Participant’s employment terminates for reasons other than for those addressed in Sections 4(a)-(d), all unvested RSUs subject to this Award shall be forfeited upon Participant’s termination of employment.

(f)            For purposes of clarity and unless otherwise determined by the Committee in its sole discretion, any termination of employment shall be effective as of the date on which the Participant’s active employment ends and will not be extended by any notice period mandated under local law (e.g., active employment will not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the RSUs.

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(g)           “Cause” for the purposes hereof, shall mean the Participant has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or Employer; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or Employer; (3) breached any material policy or code of conduct established by the Company or Employer; (4) engaged in conduct that Participant knows or should know is materially injurious to the Company or Employer; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonest or impropriety which materially impairs the Participant’s effectiveness in his or her position with the Company or Employer.

(h)           “Long-Term Disability” for the purposes hereof, shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

(i)            “Change in Control” for the purposes of this Award, shall mean the earliest date on which:

i. any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or

ii. individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

iii. a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction 50% or more of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% or more continuity test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

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iv. all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

(j)            The “Effective Period” shall mean for the purposes of this Award Agreement the period from (A) the earliest date to occur of any of the following: (1) any of the events set forth under the definition of Change in Control shall have occurred; (2) the receipt by the Company of a Schedule 13D stating the intention of any person to take actions which if accomplished, would constitute a Change in Control; (3) the public announcement by any person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (4) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (5) consideration by the Board of a transaction which, if consummated, would result in a Change in Control and continues until (B) the Scheduled Vesting Date, provided that the Change in Control is consummated prior to the last Scheduled Vesting Date.

(k)           If, however, an Effective Period occurs but the proposed transaction to which it relates ceases to be actively considered or pending, the Effective Period will be deemed not to have commenced for purposes of this Agreement. If, however, an Effective Period occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Period with respect to the Change in Control that ultimately occurs shall begin on the date upon which consideration was revived and continue until the Scheduled Vesting Date, provided that the consummation of the Change in Control occurs prior to the last Scheduled Vesting Date.

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(l)          “Good Reason” for the purposes of the Award Agreement shall mean the occurrence of any of the following without the Participant’s express written consent: (1) a material change in the Participant’s status, title(s) or positions(s) with the Company, including as an officer of the Company, as in effect immediately prior to the Effective Period which in the Participant’s reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from the Participant’s status, title(s) and positions(s) immediately prior to the Effective Period; or the assignment to the Participant of any duties or responsibilities which, in the Participant’s reasonable judgment, are materially inconsistent with such status, title(s) or positions(s); or any removal of the Participant from or any failure to reappoint or reelect the Participant to such position(s); provided that the circumstances described in this item (1) do not apply if as a result of the Participant’s Death, voluntary termination of employment after age 60, with 10 years of service or Long-Term Disability or following receipt by the Participant of written notice from the Company of the termination of the Participant’s employment for Cause; (2) a reduction by the Company during the Effective Period in the Participant’s then current base salary; (3) the failure by the Company to continue to effect any material Plan in which the Participant was participating immediately prior to the Effective Period other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would materially adversely affect the Participant’s continued participation in any such Plan on at least as favorable a basis to the Participant’s participation as in effect immediately prior to the Effective Period or which would materially reduce the Participant’s benefits under any such Plan or deprive the Participant of any material benefit enjoyed by Participant immediately prior to the Effective Period; or (4) the relocation of the principal place of Participant’s employment to a location 25 miles further from the Participant’s principal residence. To qualify as Good Reason, a Participant must (i) give written notice of an event constituting Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Good Reason condition and prior to the Scheduled Vesting Date.

5.             Delivery of Shares.

(a)           Employed through Scheduled Vesting Date(s).  If the Participant is employed with the Company or Subsidiary through the Scheduled Vesting Date the number of Shares equal to the number of RSUs that have vested shall be delivered within 30 days following the Scheduled Vesting Date.

(b)           Employment Terminates Prior to Scheduled Vesting Date.

i. If the Participant terminates employment in accordance with Sections 4(a) or 4(c), the number of Shares equal to the portion of the RSUs that vested shall be delivered within 30 days following the Scheduled Vesting Date.

ii. If the Participant’s employment terminates by reason of death or Long-term Disability in accordance with Section 4(b), prior to the Scheduled Vesting Date, the number of Shares equal to the RSUs that were subject to accelerated vesting pursuant to Section 4 hereof, shall be delivered within 30 days of such termination.

iii. If the Participant’s employment is terminated in connection with a “Change in Control” as provided for in Section 4(d), and if the “Change in Control” also constitutes a “change in control event” within the meaning of U.S. Department of Treasury Regulation Section 1.409A-3(i)(5) (a “Section 409A CIC”), the number of Shares equal to the Participant’s vested RSUs shall be delivered within 30 days following such Section 409A CIC or date of such termination, whichever is the later to occur.  Upon the occurrence of a Change in Control that is not a Section 409A CIC, the Shares underlying the Participant’s vested RSUs shall be delivered within 30 days following the Scheduled Vesting Date or such termination, whichever is the earlier to occur, unless the termination occurs before the Change in Control, in which case the RSUs vested pursuant to Section 4(d) will be paid within 30 days following the Scheduled Vesting Date, but in no event later than the end of 2017.

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(c)           The Shares which the Award entitles the Participant to receive shall be delivered to the Participant, subject to withholding as provided in Section 12 below.

6.             Restrictions on Transfer.  In no event shall an Award granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Participant other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) by transfer by a Participant to a member of the Participant’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Participant and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” mean the spouse, children or grandchildren of the Participant.

7.             No Voting Rights.   The RSUs granted pursuant to this Award, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in Shares.

8.            Changes in Capitalization.The RSUsgranted under this Award shall be subject to the provisions of Section 12.2 of the Plan relating to adjustments to corporate capitalization.

9.             Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a)           The Participantacknowledges that the Participant is in possession of and has access to confidential information, including material relating to the business, products and/or services of the Company or Employer and that he or she will continue to have such possession and access during employment by the Company or Employer.  The Participant also acknowledges that the Company’s or Employer’s business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Participant agrees that as partial consideration for the Award granted herein that should the Participant engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company or Employer shall be entitled to: (i) recover from the Participant the value of any portion of the Award that has been paid; (ii) seek injunctive relief against the Participant pursuant to the provisions of subsection (c) below; (iii) recover all damages, court costs, and attorneys’ fees incurred by the Company or Employer in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company or Employer is entitled hereunder against any sum which may be owed the Participant by the Company or Employer.

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(b)           “Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control” (as defined in Section 5 hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or any Subsidiary; (ii) disclosing to anyone outside the Company or any Subsidiary, or using in other than the Company’s or any Subsidiary’s business, without prior written authorization from the Company or any Subsidiary, any confidential information including material relating to the business, products or services of the Company or any Subsidiary  acquired by the Participant during employment with the Company or any Subsidiary; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or any Subsidiary to leave his or her employment, whether done on Participant’s own account or on account of any person, organization or business which is or becomes competitive with the Company or any Subsidiary, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or any Subsidiary.  “Detrimental Activity” for the purposes hereof with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

(c)           Because of the difficulty of measuring economic losses to the Company or Employer as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company or Employer for which it would have no other adequate remedy, the Participant agrees that the foregoing covenants may be enforced by the Company or Employer in the event of breach by him/her by injunction relief and restraining order, without the necessity of posting a bond, and that such enforcement shall not be the Company's or Employer’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company or Employer.

(d)           The covenants and the provisions of this Section 9 are severable and separate, and the unenforceability of any specific covenant or provision shall not affect the enforceability of any other covenant or provision. Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope or time set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the panel or court deems reasonable, and this Agreement shall thereby be reformed.

(e)           Each of the covenants in this Section 9 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Participant against the Company or Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Employer of such covenants or provisions.

10.          Nature of Grant.  In accepting the Award of RSUs, Participant acknowledges that:

(a)           The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement.

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(b)           The grant of RSUs is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)           The Participant is voluntarily participating in the Plan.

(d)           An RSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Participant’s employment contract, if any.

(e)           The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)            The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Subsidiary.

(g)           This Agreement shall not confer upon the Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.

(h)           The future value of the underlying Shares is unknown and cannot be predicted with certainty.

(i)            If the RSUs vest and the Participant obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)            In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim.

(k)           In the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the RSUs and vest under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the RSUs after termination of employment, if any will be measured by the date of termination of Participant’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the award of the RSUs.

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(l)            Except as provided in the Plan, the RSUs and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability

11.          Notices.  All notices required or permitted under this AwardAgreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Telephone:  713-513-3322

12.           Tax and Social Insurance Withholding.

(a)           Regardless of any action the Company or Employer takes with respect to any or all income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or Employer.  Participant further acknowledges that the Company or Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the conversion of the RSUs into Shares or the receipt of any equivalent cash payment, the subsequent sale of any Shares acquired at vesting, and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for the Tax-Related Items.

(b)           Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.  In this regard, Participant authorizes the Company, Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:  (i) accept a cash payment in U.S. dollars in the amount of the Tax-Related Items, (ii) withhold whole Shares which would otherwise be delivered to Participant having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Participant’s wages or other cash compensation which would otherwise be payable to Participant by the Company or from any equivalent cash payment received upon vesting of the RSUs, equal to the amount necessary to satisfy any such obligation, (iii) withhold from proceeds of the sale of Shares acquired upon issuance of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (iv) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of sale.

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(c)           To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares due to him or her at vesting, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.  Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue Shares to the Participant if Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein.

13.          Repatriation; Compliance with Laws. If the Participant is resident or employed outside of the United States, the Participant may be required to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Shares acquired pursuant to the RSUs) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). It is the Participant’s responsibility to comply with all foreign exchange rules and all other local compliance requirements that he or she may be subject to with respect to his or her participation in the Plan.  In addition, the Participant is required to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be necessary to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).  The Participant is also required to take any and all actions as may be necessary to comply with the Participant’s personal legal, and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

14.          Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal, state or foreign securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. If the Participant is resident or employed outside of the United States, neither the grant of the RSUs under the Plan nor the issuance of the underlying Shares upon settlement of the RSUs is intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities in jurisdictions outside of the United States unless otherwise required under local law.

15.          Legal Requirements and Risks. No employee of the Company or a Subsidiary is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan. Acquiring Shares involves a degree of risk. Before deciding to acquire Shares pursuant to the RSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the RSUs and the Plan. In addition, the Participant should consult with the Participant’s own financial advisor and legal advisor for professional investment advice.

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16.          Electronic Delivery/Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

17.          Consent to Collection, Processing and Transfer of Personal Data.

(a)           Pursuant to applicable personal data protection laws, the Company and the Employer (if different) hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data are necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. The Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

(b)           The Company and the Employer (if different) hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and Employer (if different) will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

(c)           The Company and the Employer (if different) will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

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(d)           The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Company’s Corporate Secretary’s Department.

18.          English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Notice of Grant of Award, the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Notice of Grant of Award, Award Agreement, the Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

19.          Governing Law; Venue.  All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Participant agrees to exclusive venue and jurisdiction in such courts as a condition of receiving this Award.

20.          Appendix. Notwithstanding any provisions of this Award Agreement to the contrary, the RSUs shall be subject to such special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in the appendix to this Agreement (the “Appendix”). Further, if the Participant transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, the Appendix shall constitute part of this Award Agreement.

21.          Additional Requirements. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs, and the Participant’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

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22.          Section 409A.

(a)           This Award is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate.  This Award shall not be amended or terminated in a manner that would cause the Award or any amounts payable under the Award to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Award.  The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Award if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A.  For purposes of Section 409A, each payment under this Award shall be deemed to be a separate payment.

(b)           Notwithstanding any provision of the Award to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s termination of employment and the Company determines, in good faith, that immediate payments of any amounts or benefits would cause a violation of Section 409A, then any amounts or benefits which are payable under this Award upon the Participant’s “separation from service” within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise excluded under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service shall be paid on the first business day next following the earlier of (1) the date that is six months and one day following the Date of termination or (2) the date of the participant’s death.

23.          Not Providing Advice.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the RSUs.  Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

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EX-10.40

Exhibit 10.40

CAMERON INTERNATIONAL CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Including Non-Compete, Non-Solicitation, and Confidentiality Agreements)

(October 16, 2014)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in theNotice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan  (the “Plan”).  For purposes of this Award Agreement, “Employer” means the Company or Subsidiary that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan.

1.             Effective Date of RSUs.

(a)           The Company hereby grants to the Participant, on the terms and conditions set forth herein, an award of RSUs(the “Award”), effective October 16, 2014 (“Effective Date”).

(b)           This Award is a commitment to issue one shareof Cameron common stock (“Shares”) for each RSU specified on the Notice of Grant of Award pursuant to the terms of the Award Agreement, subject to the Participant’s acceptance of this Agreement in writing or electronically in the manner prescribed by the Company or its third party administrator.

(c)           Notwithstanding the foregoing, the Company may, in its sole discretion, settle the RSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant or the Company to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (3) is administratively burdensome; or (ii) Shares, but require the Participant to immediately sell such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

2.             Terms Subject to the Plan.  This Award Agreement is expressly subject to the terms and provisions of the Plan, as indicated in the Participant’s Notice of Grant of Award.  A copy of the Plan is available from the Corporate Secretary upon request.  In the event there is a conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall control.

3.            Vesting Schedule.  The Award shall become vested, in three installments as follows: one-third on January 1, 2016, one-third on January 1, 2017, and one-third on January 1, 2018 (the “Scheduled Vesting Dates”) provided (i) the Company achieves Net Income of $50 Million or more in the calendar year 2015, and (ii) there has been continuous employment of the Participant by the Company and/or a Subsidiary from the Effective Date to the Scheduled Vesting Dates, subject to Section 4.  All RSUs which become vested shall be payable in accordance with Section 5 hereof.

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4.             Termination of Employment.  Notwithstanding the foregoing:

(a)           If the Participant’s employment terminates at age 60 or older for reasons other than “Cause” (as defined below), and the Participant has at least ten years of continuous employment with the Company or a Subsidiary, any unvested RSUs shall vest according to the terms of the Award; except that, unless the Participant is an executive officer, categorized as a Tier 1 Executive Officer at the time of grant or the time of termination, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs before October 16, 2015, the number of RSUs that will continue to vest shall be reduced to be proportionate to the number of days worked during the first year of the award and 365, with the balance of the Award to be immediately cancelled.

(b)           If the Participant’s employment terminates by reason of the death or “Long-Term Disability” (as defined below) of the Participant, the Award shall immediately vest in full as of the date of death or the date of such termination and the Shares shall be delivered in accordance with Section 5.

(c)           If the Participant’s employment terminates by reason of a workforce reduction, the Award shall vest according to the terms of the Awardand theShares shall be delivered in accordance with Section 5; except that, unless the Participant is an executive officer, categorized as a Tier 1 Executive Officer at the time of grant or the time of termination, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs within one year from the Effective Date, the number of RSUs that will vest in full shall be reduced to be proportionate to the number of days between the Effective Date and the date of termination and 365, with the balance of the Award to be immediately cancelled.

(d)           Not withstanding any other agreement between the Company (or a Subsidiary) and the Participant, if there is a termination in connection with a “Change in Control” (as defined below), the award shall immediately vest and the Shares shallbe delivered in accordance with Section 5.  For the purposes of this Award Agreement, a termination in connection with a Change in Control shall mean a Change in Control shall have occurred and there has occurred a termination of the Participant’s employment with the Company or a Subsidiary either by the Company or a Subsidiary without “Cause” (as defined below), or by the Participant for “Good Reason” (as defined below) during the “Effective Period” (as defined below).

(e)           If the Participant’s employment terminates for reasons other than for those addressed in Sections 4(a)-(d), all unvested RSUs subject to this Award shall be forfeited upon Participant’s termination of employment.

(f)            For purposes of clarity and unless otherwise determined by the Committee in its sole discretion, any termination of employment shall be effective as of the date on which the Participant’s active employment ends and will not be extended by any notice period mandated under local law (e.g., active employment will not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the RSUs.

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(g)           “Cause” for the purposes hereof, shall mean the Participant has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or Employer; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or Employer; (3) breached any material policy or code of conduct established by the Company or Employer; (4) engaged in conduct that Participant knows or should know is materially injurious to the Company or Employer; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonest or impropriety which materially impairs the Participant’s effectiveness in his or her position with the Company or Employer.

(h)           “Long-Term Disability” for the purposes hereof, shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

(i)            “Change in Control” for the purposes of this Award, shall mean the earliest date on which:

i. any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or

ii. individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

iii. a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction 50% or more of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% or more continuity test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

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iv. all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

(j)            The “Effective Period” shall mean for the purposes of this Award Agreement the period from (A) the earliest date to occur of any of the following: (1) any of the events set forth under the definition of Change in Control shall have occurred; (2) the receipt by the Company of a Schedule 13D stating the intention of any person to take actions which if accomplished, would constitute a Change in Control; (3) the public announcement by any person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (4) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (5) consideration by the Board of a transaction which, if consummated, would result in a Change in Control and continues until (B) the Scheduled Vesting Date, provided that the Change in Control is consummated prior to the last Scheduled Vesting Date.

(k)           If, however, an Effective Period occurs but the proposed transaction to which it relates ceases to be actively considered or pending, the Effective Period will be deemed not to have commenced for purposes of this Agreement. If, however, an Effective Period occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Period with respect to the Change in Control that ultimately occurs shall begin on the date upon which consideration was revived and continue until the Scheduled Vesting Date, provided that the consummation of the Change in Control occurs prior to the last Scheduled Vesting Date.

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(l)            “Good Reason” for the purposes of the Award Agreement shall mean the occurrence of any of the following without the Participant’s express written consent: (1) a material change in the Participant’s status, title(s) or positions(s) with the Company, including as an officer of the Company, as in effect immediately prior to the Effective Period which in the Participant’s reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from the Participant’s status, title(s) and positions(s) immediately prior to the Effective Period; or the assignment to the Participant of any duties or responsibilities which, in the Participant’s reasonable judgment, are materially inconsistent with such status, title(s) or positions(s); or any removal of the Participant from or any failure to reappoint or reelect the Participant to such position(s); provided that the circumstances described in this item (1) do not apply if as a result of the Participant’s Death, voluntary termination of employment after age 60, with 10 years of service or Long-Term Disability or following receipt by the Participant of written notice from the Company of the termination of the Participant’s employment for Cause; (2) a reduction by the Company during the Effective Period in the Participant’s then current base salary; (3) the failure by the Company to continue to effect any material Plan in which the Participant was participating immediately prior to the Effective Period other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would materially adversely affect the Participant’s continued participation in any such Plan on at least as favorable a basis to the Participant’s participation as in effect immediately prior to the Effective Period or which would materially reduce the Participant’s benefits under any such Plan or deprive the Participant of any material benefit enjoyed by Participant immediately prior to the Effective Period; or (4) the relocation of the principal place of Participant’s employment to a location 25 miles further from the Participant’s principal residence. To qualify as Good Reason, a Participant must (i) give written notice of an event constituting Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Good Reason condition and prior to the Scheduled Vesting Date.

5.             Delivery of Shares.

(a)           Employed through Scheduled Vesting Date(s).  If the Participant is employed with the Company or Subsidiary through the Scheduled Vesting Date the number of Shares equal to the number of RSUs that have vested shall be delivered within 30 days following the Scheduled Vesting Date.

(b)           Employment Terminates Prior to Scheduled Vesting Date.

i. If the Participant terminates employment in accordance with Sections 4(a) or 4(c), the number of Shares equal to the portion of the RSUs that vested shall be delivered within 30 days following the Scheduled Vesting Date.

ii. If the Participant’s employment terminates by reason of death or Long-term Disability in accordance with Section 4(b), prior to the Scheduled Vesting Date, the number of Shares equal to the RSUs that were subject to accelerated vesting pursuant to Section 4 hereof, shall be delivered within 30 days of such termination.

iii. If the Participant’s employment is terminated in connection with a “Change in Control” as provided for in Section 4(d), and if the “Change in Control” also constitutes a “change in control event” within the meaning of U.S. Department of Treasury Regulation Section 1.409A-3(i)(5) (a “Section 409A CIC”), the number of Shares equal to the Participant’s vested RSUs shall be delivered within 30 days following such Section 409A CIC or date of such termination, whichever is the later to occur.  Upon the occurrence of a Change in Control that is not a Section 409A CIC, the Shares underlying the Participant’s vested RSUs shall be delivered within 30 days following the Scheduled Vesting Date or such termination, whichever is the earlier to occur, unless the termination occurs before the Change in Control, in which case the RSUs vested pursuant to Section 4(d) will be paid within 30 days following the Scheduled Vesting Date, but in no event later than the end of 2018.

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(c)           The Shares which the Award entitles the Participant to receive shall be delivered to the Participant, subject to withholding as provided in Section 12 below.

6.            Restrictions on Transfer.  In no event shall an Award granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Participant other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) by transfer by a Participant to a member of the Participant’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Participant and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” mean the spouse, children or grandchildren of the Participant.

7.            No Voting Rights.   The RSUs granted pursuant to this Award, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in Shares.

8.            Changes in Capitalization.The RSUsgranted under this Award shall be subject to the provisions of Section 12.2 of the Plan relating to adjustments to corporate capitalization.

9.             Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a)           The Participantacknowledges that the Participant is in possession of and has access to confidential information, including material relating to the business, products and/or services of the Company or Employer and that he or she will continue to have such possession and access during employment by the Company or Employer.  The Participant also acknowledges that the Company’s or Employer’s business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Participant agrees that as partial consideration for the Award granted herein that should the Participant engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company or Employer shall be entitled to: (i) recover from the Participant the value of any portion of the Award that has been paid; (ii) seek injunctive relief against the Participant pursuant to the provisions of subsection (c) below; (iii) recover all damages, court costs, and attorneys’ fees incurred by the Company or Employer in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company or Employer is entitled hereunder against any sum which may be owed the Participant by the Company or Employer.

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(b)           “Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control” (as defined in Section 5 hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or any Subsidiary; (ii) disclosing to anyone outside the Company or any Subsidiary, or using in other than the Company’s or any Subsidiary’s business, without prior written authorization from the Company or any Subsidiary, any confidential information including material relating to the business, products or services of the Company or any Subsidiary  acquired by the Participant during employment with the Company or any Subsidiary; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or any Subsidiary to leave his or her employment, whether done on Participant’s own account or on account of any person, organization or business which is or becomes competitive with the Company or any Subsidiary, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or any Subsidiary.  “Detrimental Activity” for the purposes hereof with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

(c)           Because of the difficulty of measuring economic losses to the Company or Employer as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company or Employer for which it would have no other adequate remedy, the Participant agrees that the foregoing covenants may be enforced by the Company or Employer in the event of breach by him/her by injunction relief and restraining order, without the necessity of posting a bond, and that such enforcement shall not be the Company's or Employer’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company or Employer.

(d)           The covenants and the provisions of this Section 9 are severable and separate, and the unenforceability of any specific covenant or provision shall not affect the enforceability of any other covenant or provision. Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope or time set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the panel or court deems reasonable, and this Agreement shall thereby be reformed.

(e)           Each of the covenants in this Section 9 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Participant against the Company or Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Employer of such covenants or provisions.

10.          Nature of Grant.  In accepting the Award of RSUs, Participant acknowledges that:

(a)           The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement.

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(b)           The grant of RSUs is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)           The Participant is voluntarily participating in the Plan.

(d)           An RSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Participant’s employment contract, if any.

(e)           The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)            The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Subsidiary.

(g)           This Agreement shall not confer upon the Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.

(h)           The future value of the underlying Shares is unknown and cannot be predicted with certainty.

(i)            If the RSUs vest and the Participant obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)            In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim.

(k)           In the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the RSUs and vest under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the RSUs after termination of employment, if any will be measured by the date of termination of Participant’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the award of the RSUs.

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(l)            Except as provided in the Plan, the RSUs and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability

11.          Notices.  All notices required or permitted under this AwardAgreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Telephone:  713-513-3322

12.          Tax and Social Insurance Withholding.

(a)           Regardless of any action the Company or Employer takes with respect to any or all income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or Employer.  Participant further acknowledges that the Company or Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the conversion of the RSUs into Shares or the receipt of any equivalent cash payment, the subsequent sale of any Shares acquired at vesting, and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for the Tax-Related Items.

(b)          Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.  In this regard, Participant authorizes the Company, Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:  (i) accept a cash payment in U.S. dollars in the amount of the Tax-Related Items, (ii) withhold whole Shares which would otherwise be delivered to Participant having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Participant’s wages or other cash compensation which would otherwise be payable to Participant by the Company or from any equivalent cash payment received upon vesting of the RSUs, equal to the amount necessary to satisfy any such obligation, (iii) withhold from proceeds of the sale of Shares acquired upon issuance of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (iv) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of sale.

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(c)           To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares due to him or her at vesting, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.  Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue Shares to the Participant if Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein.

13.          Repatriation; Compliance with Laws. If the Participant is resident or employed outside of the United States, the Participant may be required to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Shares acquired pursuant to the RSUs) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). It is the Participant’s responsibility to comply with all foreign exchange rules and all other local compliance requirements that he or she may be subject to with respect to his or her participation in the Plan.  In addition, the Participant is required to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be necessary to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).  The Participant is also required to take any and all actions as may be necessary to comply with the Participant’s personal legal, and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

14.          Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal, state or foreign securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. If the Participant is resident or employed outside of the United States, neither the grant of the RSUs under the Plan nor the issuance of the underlying Shares upon settlement of the RSUs is intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities in jurisdictions outside of the United States unless otherwise required under local law.

15.          Legal Requirements and Risks. No employee of the Company or a Subsidiary is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan. Acquiring Shares involves a degree of risk. Before deciding to acquire Shares pursuant to the RSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the RSUs and the Plan. In addition, the Participant should consult with the Participant’s own financial advisor and legal advisor for professional investment advice

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16.          Electronic Delivery/Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

17.          Consent to Collection, Processing and Transfer of Personal Data.

(a)           Pursuant to applicable personal data protection laws, the Company and the Employer (if different) hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data are necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. The Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

(b)          The Company and the Employer (if different) hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and Employer (if different) will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

(c)           The Company and the Employer (if different) will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

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(d)          The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Company’s Corporate Secretary’s Department.

18.          English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Notice of Grant of Award, the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Notice of Grant of Award, Award Agreement, the Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

19.          Governing Law; Venue.  All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Participant agrees to exclusive venue and jurisdiction in such courts as a condition of receiving this Award.

20.          Appendix. Notwithstanding any provisions of this Award Agreement to the contrary, the RSUs shall be subject to such special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in the appendix to this Agreement (the “Appendix”). Further, if the Participant transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, the Appendix shall constitute part of this Award Agreement.

21.          Additional Requirements. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs, and the Participant’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

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22.          Section 409A.

(a)           This Award is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate.  This Award shall not be amended or terminated in a manner that would cause the Award or any amounts payable under the Award to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Award.  The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Award if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A.  For purposes of Section 409A, each payment under this Award shall be deemed to be a separate payment.

(b)           Notwithstanding any provision of the Award to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s termination of employment and the Company determines, in good faith, that immediate payments of any amounts or benefits would cause a violation of Section 409A, then any amounts or benefits which are payable under this Award upon the Participant’s “separation from service” within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise excluded under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service shall be paid on the first business day next following the earlier of (1) the date that is six months and one day following the Date of termination or (2) the date of the participant’s death.

23.          Not Providing Advice.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the RSUs.  Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

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EX-10.44

Exhibit 10.44

CAMERON INTERNATIONAL CORPORATION

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

EFFECTIVE DATE:  JANUARY 1, 2015

(Including Non-Compete, Non-Solicitation, and Confidentiality Agreements)

Performance Period:  2015, 2016 and 2017

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the attached Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Performance-Based Restricted Stock Unit (“PRSU”) Award granted to Participant by the Company under the Company’s Equity Incentive Plan (the “Plan”).  For purposes of this Award Agreement, “Employer” means the Company or Subsidiary that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan.

This Award covers the performance during the years 2015, 2016 and 2017 (the “Performance Period”). That portion of the Target Award which can be earned by performance based on Return on Invested Capital (“ROIC”) is subject to performance against a yearlyROIC goal for each of these three years.   That portion of the Award which can be earned by performance based on Total Shareholder Return (“TSR”) is subject to a TSR goal for the three-year period.

This Award is performance based, and performance will be measured against the goals specified in your Notice of Grant of Award for TSR for the three-year period and for ROIC for 2015. Subsequent communications will specify the ROIC goals for each of the years 2016 and 2017.  The actual number of units earned under the Award and the actual value of the Award will be determined by performance against goals during the Performance Period and can range between 0 and 200% of the Target Award.

1.             Effective Date and Issuance of PRSUs.

(a)            The Company hereby grants to the Participant, on the terms and conditions set forth herein, an award of PRSUs (the “Award”) effective as of January 1, 2015.

(b)           This Award is a commitment to issue one share of Cameron common stock (“Shares”) for each PRSU actually earned pursuant to the terms of this Award Agreement, subject to the Participant’s acceptance of this Agreement in writing or electronically in the manner prescribed by the Company or its third party administrator.

(c)           Notwithstanding the foregoing, the Company may, in its sole discretion, settle the PRSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant or the Company to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (3) is administratively burdensome; or (ii) Shares, but require the Participant to immediately sell such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

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2.             Terms Subject to the Plan.  This Award Agreement is expressly subject to the terms and provisions of the Plan, as indicated in the Participant’s Notice of Grant of Award.  A copy of the Plan is available from the Corporate Secretary upon request.  In the event there is a conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall control.

3.             Vesting Schedule.  The Award, to the extent earned, will become vested in 2018upon the determination of actual performanceachieved against goalsby the Compensation Committee following completion of the Performance Period (the “Scheduled Vesting Date”), provided there has been continuous employment of the Participant by the Company and/or Subsidiary from the date of Grant to the Scheduled Vesting Date, subject to the provisions of Sections 4 and 5 below.

4.             Termination of Employment.  Notwithstanding the foregoing:

(a)           If the Participant’s employment terminates, for reasons other than “Cause” (as defined below), at age 60 or older and the Participant has at least ten years of continuous employment with either or both of the Company or a Subsidiary, the Award shall vest according to the terms of the Award Agreement including its performance conditions, except that, unless the Participant is an Executive Officer, categorized as a Tier 1 Executive Officer at the time of grant or at the time of termination, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs during the first year of the Award, the Award shall be prorated based on the number of days worked during the first year of the Award to the date of termination divided by 365 and the Shares shall be delivered in accordance with Section 6.

(b)           If the Participant’s employment terminates by reason of death or “Long-Term Disability” (as defined below)of the Participant, the Award shall immediately vest. For that portion of the Award subject to performance against TSR, vesting shall be at Target Performance. For that portion of the Award subject to performance against ROIC, vesting shall be at the attainment levels for those years for which a determination has been made by the Compensation Committee and at Target Performance for any other year during the Performance Period.

(c)           Subject to the provisions of Section 5(a), if the Participant’s employment terminates by reason of a workforce reduction, the Award shall vest according to the terms of the Award Agreement including its performance conditions, and the Shares shall be delivered in accordance with Section 6, except that, unless the Participant is an executive officer, categorized as a Tier 1 Executive Officer at the time of grant or at the time of termination, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at time of termination, if such termination occurs during the first year of the Award, the Award shall be reduced in proportion to the number of days worked during the first year of the Award and 365 and the Shares shall be delivered in accordance with Section 6; and

(d)           If the Participant’s employment terminates for reasons other than for those addressed in Sections 4(a)-(c) or Section 5(a), all PRSUs subject to this Award shall be forfeited upon Participant’s termination of employment.

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(e)           For purposes of clarity and unless otherwise determined by the Committee in its sole discretion, any termination of employment shall be effective as of the date on which the Participant’s active employment ends and will not be extended by any notice period mandated under local law (e.g., active employment will not include a period of “garden leave” or similar period pursuant to local law). The CompensationCommittee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the PRSUs.

(f)            “Cause”, for the purposes hereof, shall mean the Participant has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or Employer; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or Employer; (3) breached any material policy or code of conduct established by the Company or Employer; (4) engaged in conduct that Participant knows or should know is materially injurious to the Company or Employer; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonest or impropriety which materially impairs the Participant’s effectiveness in his or her position with the Company or Employer.

(g)           “Long-Term Disability”, for the purposes hereof, shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

5.             Change in Control.

(a)           Notwithstanding any other agreement between the Company and the Participant, upon termination of employment in connection with a “Change in Control” (as defined below) or in the event the Company does not survive a Change in Control during the Performance Period as a separate publicly traded corporation, the Award granted hereunder shall immediately become vested.  For that portion of the award subject to performance against a TSR goal, vesting shall be at the attainment level, and the number of shares to be vested shall be calculated as of when the Change in Control occurs, but otherwise in accordance with the Notice of Grant of Award using the Company’s TSR.  For that portion of the Award subject to performance against a ROIC goal, vesting shall be at the attainment levels for those years for which a determination has been made by the Compensation Committee prior to the Change in Control and at Target Performance for any other year during the Performance Period unless termination of employment occurs after the Performance Period ends but before the Scheduled Vesting Date,  in which case attainment levels will be calculated as of the end of the Performance Period.

(b)           “Change in Control” for the purposes of this Award, shall mean the earliest date on which:

(i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or

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(ii) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction 50% or more of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% or more continuity test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

(iv) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

(c)           For the purposes of this Award Agreement, a termination in connection with a Change in Control shall mean a Change in Control shall have occurred and there has occurred a termination of the Participant’s employment with the Company or a Subsidiary either by the Company or a Subsidiary without Cause (as defined above in Section 4(f)), or by the Participant for “Good Reason” (as defined below) during the “Effective Period” (as defined below).

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(i) The “Effective Period” shall mean for the purposes of this Award Agreement the period from (A) the earliest date to occur of any of the following:  (1) any of the events set forth under the definition of Change in Control shall have occurred, (2) the receipt by the Company of a Schedule 13D stating the intention of any person to take actions which if accomplished, would constitute a Change in Control; (3) the public announcement by any person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (4) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (5) consideration by the Board of a transaction which, if consummated, would result in a Change in Control and continues until (B) the Scheduled Vesting Date, provided that the Change in Control is consummated during the Performance Period.  If, however, an Effective Period occurs but the proposed transaction to which it relates ceases to be actively considered or pending, the Effective Period will be deemed not to have commenced for purposes of this Agreement.  If, however, an Effective Period occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Period with respect to the Change in Control that ultimately occurs shall begin on the date upon which consideration was revived and continue until the Scheduled Vesting Date, provided that the consummation of the Change in Control occurs during the Performance Period.

(ii) “Good Reason” for the purposes of the Award Agreement shall mean the occurrence of any of the following without the Participant’s express written consent:  (1) a material change in the Participant’s status, title(s) or positions(s) with the Company, including as an officer of the Company, as in effect immediately prior to the Effective Period which in the Participant’s reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from the Participant’s status, title(s) and positions(s) immediately prior to the Effective Period; or the assignment to the Participant of any duties or responsibilities which, in the Participant’s reasonable judgment, are materially inconsistent with such status, title(s) or positions(s); or any removal of the Participant from or any failure to reappoint or reelect the Participant to such position(s); provided that the circumstances described in this item (1) do not apply if as a result of the Participant’s Death, voluntary termination of employment after age 60, with 10 years of service or Long-Term Disability or following receipt by the Participant of written notice from the Company of the termination of the Participant’s employment for Cause; (2) a reduction by the Company during the Effective Period in the Participant’s then current base salary; (3) the failure by the Company to continue to effect any material Plan in which the Participant was participating immediately prior to the Effective Period other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would materially adversely affect the Participant’s continued participation in any such Plan on at least as favorable a basis to the Participant’s participation as in effect immediately prior to the Effective Period or which would materially reduce the Participant’s benefits under any such Plan or deprive the Participant of any material benefit enjoyed by Participant immediately prior to the Effective Period; or (4) the relocation of the principal place of Participant’s employment to a location 25 miles further from the Participant’s principal residence.  To qualify as Good Reason, a Participant must (i) give written notice of an event constituting Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Good Reason condition and prior to the Scheduled Vesting Date.

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6.             Delivery of Shares.

(a)           Employed through Scheduled Vesting Date.  If the Participant iscontinuously employed with the Company or a Subsidiary through the Scheduled Vesting Date the number of Shares equal to the number of PRSUs that have vested shall be delivered within 30 days following the Committee's certification of results of performance against goals and the number of PRSUs earned, but in no event later than the end of the calendar year during which the Scheduled Vesting Date occurs, unless deferred under the provisions of the Equity Incentive Deferral Program by means of the Company’s Election/ Acknowledgement Form, in which case the Shares shall be delivered pursuant to the Election/Acknowledgement Form.

(b)           Employment Terminates prior to Scheduled Vesting Date

i. If the Participant’s employment is terminated pursuant to the circumstances provided for in Section 4(b) hereof, prior to the Scheduled Vesting Date, the number of Shares equal to the PRSUs that were vested by reason of Section 4(b) shall be delivered within 30 days of the date of termination.

ii. If the Participant’s employment is terminated pursuant to the circumstances provided for in Sections 4(a) or 4(c), the number of Shares equal to the number of PRSUs that vested pursuant to Section 4(a) or 4(c), as applicable, shall be delivered within 30 days following the Scheduled Vesting Date, but in no event later than the end of  the calendar year during which the Scheduled Vesting Date occurs.

(c)           Employment Termination in Connection with a Change in Control.  Upon termination of employment in connection with a Change in Control, that also constitutes a “change in control event” within the meaning of U.S. Department of Treasury Regulation Section 1.409A-3(i)(5) (a “Section 409A CIC”), the number of Shares equal to the Participant’s PRSUs vested pursuant to Section 5(a), shall be delivered within 30 days following such Section 409A CIC or such termination, whichever is the later to occur.  Upon the occurrence of a Change in Control that is not a Section 409A CIC, the Shares underlying the Participant’s PRSUs vested pursuant to Section 5(a), shall be delivered within 30 days following the Scheduled Vesting Date or such termination, whichever is the earlier to occur, unless the termination occurs before the Change in Control, in which case the PRSUs vested pursuant to Section 5(a) will be paid within 30 days following the Scheduled Vesting Date, but in no event later than the end of  the calendar year during which the Scheduled Vesting Date occurs.

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(d)           Payment Net of Withholding Taxes.The Shares which the Award entitles the Participant to receive shall be delivered to the Participant, subject to withholding as provided in Section 13 below.

7.             Restrictions on Transfer.  In no event shall an Award granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Participant other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) by transfer by a Participant to a member of the Participant’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Participant and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” mean the spouse, children or grandchildren of the Participant.

8.             No Voting Rights.   The PRSUs granted pursuant to this Award, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in Shares.

9.             Changes in Capitalization.The PRSUs granted pursuant to this Award shall be subject to the provisions of Section 12.2 of the Plan relating to adjustments to corporate capitalization.

10.           Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a)The Participantacknowledges that the Participant is in possession of and has access to confidential information, including material relating to the business, products and/or services of the Company or Employer and that he or she will continue to have such possession and access during employment by the Company or Employer.  The Participant also acknowledges that the Company’s or Employer’s business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Participant agrees that as partial consideration for the Award granted herein that should the Participant engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company or Employer shall be entitled to: (i) recover from the Participant the value of any portion of the Award that has been paid; (ii) seek injunctive relief against the Participant pursuant to the provisions of subsection (c) below; (iii) recover all damages, court costs, and attorneys’ fees incurred by the Company or Employer in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company or Employer is entitled hereunder against any sum which may be owed the Participant by the Company or Employer.

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(b)           “Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control” (as defined in Section 5 hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or any Subsidiary; (ii) disclosing to anyone outside the Company or any Subsidiary, or using in other than the Company’s or any Subsidiary’s business, without prior written authorization from the Company or any Subsidiary, any confidential information including material relating to the business, products or services of the Company or any Subsidiary  acquired by the Participant during employment with the Company or any Subsidiary; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or any Subsidiary to leave his or her employment, whether done on Participant’s own account or on account of any person, organization or business which is or becomes competitive with the Company or any Subsidiary, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or any Subsidiary.  “Detrimental Activity” for the purposes hereof with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

(c)           Because of the difficulty of measuring economic losses to the Company or Employer as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company or Employer for which it would have no other adequate remedy, the Participant agrees that the foregoing covenants may be enforced by the Company or Employer in the event of breach by him/her by injunction relief and restraining order, without the necessity of posting a bond, and that such enforcement shall not be the Company's or Employer’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company or Employer.

(d)           The covenants and the provisions of this Section 10 are severable and separate, and the unenforceability of any specific covenant or provision shall not affect the enforceability of any other covenant or provision. Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope or time set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the panel or court deems reasonable, and this Agreement shall thereby be reformed.

(e)            Each of the covenants in this Section 10 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Participant against the Company or Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Employer of such covenants or provisions.

11.          Nature of Grant.  In accepting the Award of PRSUs, Participant acknowledges that:

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(a)            The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement.

(b)           The grant of PRSUs is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)            The Participant is voluntarily participating in the Plan.

(d)           A PRSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Participant’s employment contract, if any.

(e)           The PRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)            The PRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the PRSUs will not be interpreted to form an employment contract with any Subsidiary.

(g)           This Agreement shall not confer upon the Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.

(h)           The future value of the underlying Shares is unknown and cannot be predicted with certainty.

(i)            If the PRSUs vest and the Participant obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)            In consideration of the grant of the PRSUs, no claim or entitlement to compensation or damages shall arise from termination of the PRSUs, or diminution in value of the PRSUs or Shares acquired upon settlement of the PRSUs, resulting from termination of the Participant’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim.

(k)           In the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the PRSUs and vest under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the PRSUs after termination of employment, if any will be measured by the date of termination of Participant’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the award of the PRSUs.

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(l)             Except as provided in the Plan, the PRSUs and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

12.          Notices.  All notices required or permitted under this Award Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Telephone:  713-513-3322

13.           Tax and Social Insurance Withholding.

(a)           Regardless of any action the Company or Employer takes with respect to any or all income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or Employer.  Participant further acknowledges that the Company or Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PRSUs, including the grant of the PRSUs, the vesting of the PRSUs, the conversion of the PRSUs into Shares or the receipt of any equivalent cash payment, the subsequent sale of any Shares acquired at vesting, and (ii) do not commit to structure the terms of the grant or any aspect of the PRSUs to reduce or eliminate Participant’s liability for the Tax-Related Items.

(b)           Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.  In this regard, Participant authorizes the Company, Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:  (i) accept a cash payment in U.S. dollars in the amount of the Tax-Related Items, (ii) withhold whole Shares which would otherwise be delivered to Participant having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Participant’s wages or other cash compensation which would otherwise be payable to Participant by the Company or from any equivalent cash payment received upon vesting of the PRSUs, equal to the amount necessary to satisfy any such obligation, (iii) withhold from proceeds of the sale of Shares acquired upon issuance of the PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (iv) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of sale.

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(c)           To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares due to him or her at vesting, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.  Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue Shares to the Participant if Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein.

14.          Repatriation; Compliance with Laws.If the Participant is resident or employed outside of the United States, the Participant may be required to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Shares acquired pursuant to the PRSUs) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). It is the Participant’s responsibility to comply with all foreign exchange rules and all other local compliance requirements that he or she may be subject to with respect to his or her participation in the Plan.  In addition, the Participant is required to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be necessary to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). The Participant is also required to take any and all actions as may be necessary to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

15.          Securities Matters.The Company shall not be required to deliver any Shares until the requirements of any federal, state or foreign securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. If the Participant is resident or employed outside of the United States, neither the grant of the PRSUs under the Plan nor the issuance of the underlying Shares upon settlement of the PRSUs is intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities in jurisdictions outside of the United States unless otherwise required under local law.

16.          Legal Requirements and Risks.No employee of the Company or a Subsidiary is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan. Acquiring Shares involves a degree of risk. Before deciding to acquire Shares pursuant to the PRSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the PRSUs and the Plan. In addition, the Participant should consult with the Participant’s own financial advisor and legal advisor for professional investment advice.

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17.           Electronic Delivery/Acceptance.The Company may, in its sole discretion, decide to deliver any documents related to the PRSUs by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

18.           Consent to Collection, Processing and Transfer of Personal Data.

(a)           Pursuant to applicable personal data protection laws, the Company and the Employer (if different) hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data are necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. The Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

(b)           The Company and the Employer (if different) hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and Employer (if different) will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

(c)            The Company and the Employer (if different) will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

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(d)           The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Company’s Corporate Secretary’s Department.

19.           English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Notice of Grant of Award, the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the PRSUs, be drawn up in English. If the Participant has received the Notice of Grant of Award, Award Agreement, the Plan or any other documents related to the PRSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

20.          Governing Law; Venue.All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Participant agrees to exclusive venue and jurisdiction in such courts as a condition of receiving this Award.

21.          Appendix.Notwithstanding any provisions of this Award Agreement to the contrary, the PRSUs shall be subject to such special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in the appendix to this Agreement (the “Appendix”). Further, if the Participant transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the PRSUs to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the PRSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, the Appendix shall constitute part of this Award Agreement.

22.          Additional Requirements. The Company reserves the right to impose other requirements on the PRSUs, any Shares acquired pursuant to the PRSUs, and the Participant’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the PRSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

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23.           Section 409A.

(a)            This Award is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate.  This Award shall not be amended or terminated in a manner that would cause the Award or any amounts payable under the Award to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Award.  The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Award if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A.  For purposes of Section 409A, each payment under this Award shall be deemed to be a separate payment.

(b)           Notwithstanding any provision of the Award to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s termination of employment and the Company determines, in good faith, that immediate payments of any amounts or benefits would cause a violation of Section 409A, then any amounts or benefits which are payable under this Award upon the Participant’s “separation from service” within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise excluded under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service shall be paid on the first business day next following the earlier of (1) the date that is six months and one day following the Date of termination or (2) the date of the participant’s death.

24.          Not Providing Advice.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the PRSUs.  Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

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EX-10.46

Exhibit 10.46

CAMERON INTERNATIONAL CORPORATION

Annual Award Agreement – Deferred Stock Units

AWARD AGREEMENT made as of May___, 2014 (the “Grant Date), between Cameron International Corporation, a Delaware corporation (the “Company”), and __________________ (the “Director”).

1.Grant of Deferred Stock Units.  Subject to the provisions of this Award Agreement and pursuant to the provisions of the Company’s Equity Incentive Plan (the “Plan”), the Company hereby grants to the Director __________ deferred stock units (“DSUs”).

2.Terms Subject to the Plan.  This Award Agreement is subject to, and governed by, the provisions of the Plan, and, unless the context requires otherwise, terms used herein shall have the same meaning as in the Plan.  In the event of a conflict between the provisions of the Plan and this Award Agreement, the Plan shall control.

3.DSU Account.  The Company shall credit to a bookkeeping account (the “Account”) maintained by the Company for the Director’s benefit the DSUs, each of which shall be deemed to be the equivalent of one Share.  Whenever any cash dividends are declared on the Shares, on the date such dividend is paid, the Company will credit to the Account a number of additional DSUs equal to the result of dividing (i) the product of the total number of DSUs credited to the Account on the record date for such dividend and the per Share amount of such dividend by (ii) the Fair Market Value of one Share on the date such dividend is paid by the Company to the holders of Shares.  The additional DSUs shall be or become vested to the same extent as the DSUs that resulted in the crediting of such additional DSUs.

4.Vesting.

(a)During the period following the Grant Date, the DSUs shall vest according to the schedule set out in the “Notice of Grant of Award” of the DSUs.  The DSUs shall become vested with respect to 25% of the DSUs as of the end of each 3-month period following May ____, 2014 unless the end of the fourth 3-month period occurs after the 2015 stockholder meeting in which case the final 25% will vest the day prior to such meeting.

(b) In the event of a Change in Control (as defined in Appendix A (the “Change in Control”)),  any unvested DSUs granted pursuant to this grant shall become fully vested upon the occurrence of the Change in Control, provided the Director is then serving as a director of the Company.

(c)  In the event of the Director’s death or Disability while serving on the Board, all of the DSUs granted pursuant to this grant shall become fully vested.  “Disability” for the purposes of this Agreement, shall mean that the Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

5.Cessation of Service.  In the event the Director ceases to serve as a director of the Company, other than as a result of death or Disability, any DSUs that were not yet vested on the date of such cessation of service shall be immediately forfeited.

6.Forfeiture upon Engaging in Detrimental Activities.  If, at any time prior to the first anniversary of when the Director ceases service as a director of the Company for any reason, the Director engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including, but not limited to: (i) conduct related to the Director’s service as a director of the Company for which either criminal or civil penalties against the Director may be sought, (ii) material violation of the Company’s policies, or (iii) disclosure or misuse of any confidential information or material concerning the Company, then (A) the DSUs shall be forfeited effective as of the date on which the Director enters into such activity, and (B) the Director shall within ten (10) after written notice from the Company return to the Company the Shares paid by the Company to the Director with respect to the DSUs and, if the Director has previously sold all or a portion of the Shares paid to the Director by the Company, the Director shall pay the proceeds of such sale to the Company.

7.Payment of DSUs.  The Company shall make a payment to the Director of vestedDSUs as provided in Section 8 upon the earliest of (i) the Director’s cessation of service as a director of the Company for any reason, including death or Disability, (ii) May ___, 2017,or (iii) a Change in Control (the “Payment Date”).

The Director may elect to change the payment event set forth in part (ii) of the preceding paragraph by written notice to the Company at least 12 months prior to the applicable payment event, provided that the new payment event is at least five years after the previously applicable payment event.

8.Form of Payment.  Payments pursuant to Section 6 shall be made in Shares equal to the number of vested DSUs.  Payment shall be made as soon as practicable after the applicable payment event, but in no event later than 30 days after the date of the applicable payment event.

9.Beneficiary.  In the event of the Director’s death prior to payment of the DSUs granted hereby, payment shall be made to the last beneficiary designated in writing that is received by the Company prior to the Director’s death or, if no designated beneficiary survives the Director, such payment shall be made to the Director’s estate.

10.Source of Payments.  The Director’s right to receive payment under this Agreement shall be an unfunded entitlement and shall be an unsecured claim against the general assets of the Company.  The Director has only the status of a general unsecured creditor hereunder, and this Agreement constitutes only a promise by the Company to pay the number of DSUs vested on the Payment Date.

11.Nontransferability.  In no event shall DSUs granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Director other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) by transfer by a Director to a member of the Director’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Director and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” mean the spouse, children or grandchildren of the Director.

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12.Notices.  All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Notices to the Director should be addressed to the Director at the Director’s address as it appears on the Company’s records.  The Company or the Director may by writing to the other party, designate a different address for notices.

13.Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Director and the successors and assigns of the Company.

14.Governing Law; Venue.  All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Director agrees to exclusive venue and jurisdiction in such courts as a condition of receiving these DSUs.

15.Entire Agreement; Modification.  This Agreement and the Plan constitute the entire agreement between the parties relative to the subject matter hereof, and supersede all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.  This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties.

16.Compliance with Section 409A of the Code. This Agreement is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent.  Payment under this Agreement shall be made in a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee.  Any provision of this Agreement that would cause the payment or settlement thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code.

17.Severability.  The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.

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APPENDIX A

“Change in Control” for the purposes of this Agreement, shall mean the earliest date on which:

(i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or

(ii) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction at least 50% of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

(iv) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Director, or a group of Persons which includes the Director, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

Anything in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(2)(A)(v) and the Treasury Regulations promulgated thereunder.

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EX-14.2

Exhibit 14.2

The Cameron Way: Cameron’s Code of Conduct

Doing What’s Right. Together.

Letter from the CEO

Dear Cameron Employees and Colleagues:

Acting with integrity, regardless of challenge or consequence, is how Cameron does business. For over 175 years, Cameron has striven to comply with high ethical standards, achieving operational excellence beyond its peers.

Cameron’s Code of Conduct (our “Code”) you are reading contains the ethical principles by which we conduct business—the Cameron Way. Regardless of position, title or tenure, each and every one of us is required to uphold these standards. While no document can possibly contain every situation you may face in your day-to-day responsibilities, our Code illustrates the values and provides the tools that will guide you in making consistent, ethical decisions.

At Cameron, we take pride in “DOING WHAT’S RIGHT. TOGETHER,” an integral part of following the Cameron Way. Let this logo on the bottom of our Code’s pages remind us that ethics requires teamwork. If we work together, we can solve any issue or concern.

Communication and disclosure are central to our culture of integrity. I encourage you to call our Ethics HelpLine or talk with your supervisor if you have questions. If you witness an actual or perceived violation of this Code or any other Cameron policy, report the misconduct to the resources as listed in “Reporting Concerns and Seeking Guidance” (page 8). We stand by our promise of a retaliation-free environment for anyone who comes forward in good faith to ask questions or report violations.

I pledge to follow this Code and the Cameron Way of doing business every day, and I know you will do the same.

Best regards,

Jack B. Moore

President and CEO

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Table of Contents

Letter from the CEO	1
Cameron’s Core Values	4
Doing Business the Cameron Way	6
Our Commitments	6
The Purpose of Our Code	7
Reporting Concerns and Seeking Guidance	8
Violations of Our Code	9
No Retaliation	9
Duty to Cooperate	9
Higher Expectations for Managers	9
Maintaining Integrity…with Each Other	10
Treating One Another Fairly	10
Respecting Each Other	10
Providing a Healthy and Safe Work Environment	12
Protecting the Environment	13
Maintaining Integrity…with Our Communities 14
Conducting International Business	14
Following Anti-Corruption Laws	14
Complying with Import and Export Controls	17
Following U.S. Anti-Boycott Laws	19
Impacting Our Local Communities	19

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Maintaining Integrity…with Our Shareholders	20
Ensuring Financial Integrity	20
Safeguarding Our Company Assets	22
Avoiding Conflicts of Interest	24
Avoiding Insider Trading	29
Maintaining Integrity…with Customers and Suppliers	30
Competing Fairly	30
Ensuring Product Quality and Safety	30
Maintaining Integrity…with Our Competitors	32
Complying with Anti-Competition Laws	32
Gathering Competitor Information	32
Certification and Disclosure	33

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Callout (page 3): At Cameron, our success depends upon each of us fully respecting the rights of our fellow employees and encouraging open communication.

Cameron’s Core Values

INTEGRITY… We conduct our business with honesty and fairness, always. We apply our values and principles daily through the consistency of our decisions and actions. Our reputation is our most important asset.

RESPECT… We respect every individual who works on behalf of Cameron, and encourage education, growth and advancement. Our relationships with each other, our customers, our shareholders and our communities reflect this respect.

LEADERSHIP… We are leaders in our industry and have a reputation for doing what’s right for each other and for our customers, suppliers, shareholders and communities. We believe in transparency, accountability and participation.

EXCELLENCE… We do not take shortcuts on quality and we work to achieve excellence and superior business results. We realize that our customers come to us by choice and we work diligently to earn their trust and respond to their needs.

INNOVATION… We pursue innovation and technical superiority by continuously seeking improvements in quality, reliability, performance and service. We apply innovative thinking and practicality to deliver the best solutions.

RESPONSIBILITY… We meet customers’ and market demands responsibly. We are dedicated to health, safety, protecting our environment and sustainable development. Through teamwork, we achieve positive change, ensure exceptional performance and create value.

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Doing Business the Cameron Way

Our Commitments We conduct business according to the Cameron Way—doing what’s right, acting in accordance with our Code and maintaining integrity in our business conduct. To follow the Cameron Way, we must fulfill our commitments to each of our stakeholders.

To Each Other… we embrace a diverse workforce and promote a work environment founded on principles of integrity and fairness.

To Our Customers… we responsibly produce quality, safe products and provide innovative and reliable services—every time.

To Our Suppliers… we maintain lasting relationships built on mutual goodwill with these valued partners.

To Our Shareholders… we establish ethical standards and produce goods and services that enhance shareholder value, reaffirming the trust our investors have placed in us.

To The Environment… we use our resources responsibly and work to minimize the impact our processes and products have on our surroundings.

To Our Communities… we invest in the betterment of the communities where we live and work, and comply with all applicable local and international laws and regulations.

The Purpose of Our Code

Reading and adhering to our Code helps each of us follow the Cameron Way. Our Code applies to the employees and officers of Cameron International Corporation, and all of its subsidiaries, affiliates, and joint ventures, such as OneSubsea™ (our “Company”).  Employees are expected to circulate applicable policies and best practices to third parties to ensure that they too conduct themselves appropriately when doing business on our behalf.  Our Code has been approved and adopted by Cameron’s Board of Directors. Any change or waiver of our Code requires the approval of our Board of Directors.

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Our Code cannot anticipate every situation we might encounter. However, it will help us make sound, ethical decisions. Our Code serves as a guide, referencing the Company policies and applicable laws and regulations we must know in order to act according to our Company’s expectations. When local customs or business practices differ from  the rules set forth in our Code or Company policies, we must obtain prior permission from the Legal Department before conforming to them. The Legal Department should also be consulted if laws in different countries conflict with each other or this Code. Our Code also directs us to the resources we should contact when we have questions and concerns.

We are expected to familiarize ourselves with and abide by our Code. On an annual basis, Cameron requires completion of a Code of Conduct questionnaire and certification of compliance

with our Code. Designated employees and contractors are responsible for completing additional compliance training that elaborates on many of the areas found within our Code.

If you have any questions about our Code, always ask before acting. Reach out to your supervisor or call the Ethics HelpLine.  Please check for updates to the Code by reviewing the most recent version available on the Ethics and Compliance intranet site or contact your Compliance group.

Reporting Concerns and Seeking Guidance

We may encounter situations where we are unsure of the right course of action. If you find yourself in such a situation, ask yourself, “What if my actions were broadcast on the local news for all of my coworkers, family and friends to see?” If you feel

this would be embarrassing, it’s most likely unethical. Don’t follow through with the action you’re contemplating. Instead, seek guidance.

Questions:  When you have a question about our Code, Company policy or a specific situation, reach out to one of the resources listed below.

· Your immediate supervisor or your local Human Resources representative

· Legal Department by mail: 1333 W. Loop S., Suite 1700, Houston, Texas 77027

· Chief Ethics and Compliance Officer, by mail: 1333 W. Loop S., Suite 1700, Houston, Texas 77027 or by email: compliance@c-a-m.com

· The Ethics HelpLine at 1-888-241-6938 (in the United States, Guam, Puerto Rico and Canada). If dialing from outside the United States, visit cameronethics.com for the appropriate dial-in information.

Reporting Violations:  In contrast to a question, if you become aware of a situation that you know or suspect violates our Code or the law, you are encouraged to report it according to the procedures below:

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1. Immediately bring it to the attention of your local supervisor, or any member of local management, as appropriate.

2. Good faith reports relating to banking, accounting, finance, internal accounting controls, bribery or anti-corruption, or antitrust/competition violations may also be made directly, to the following:

· Chief Ethics and Compliance Officer or General Counsel, by mail: 1333 W. Loop S., Suite 1700, Houston, Texas 77027 or by email: compliance@c-a-m.com

3. In addition, depending on the nature and location of the concerns, reports may be made through the Ethics HelpLine, a helpline administered by a third party, using the contact information provided above, or by completing the online form available at cameronethics.com.  Because the manner in which reports may be made varies from country to country, the Ethics Helpline will give further instructions on how and to whom to report a particular concern. If you are calling about a matter that should be handled locally in accordance with local legal requirements, the Helpline will direct you back to local managements.

The Ethics HelpLine is operated by an independent third party and is available 24 hours a day, 7 days a week. You may make a report or ask a question in over 150 languages. Please note, calls to the HelpLine are never recorded or traced. Any information you provide will be treated as confidentially as possible. Sharing your identity when you report will help Cameron conduct the most thorough investigation possible , because it may be more difficult to thoroughly investigate anonymous reports. If you are uncomfortable identifying yourself, you may report anonymously. Regardless of how you choose to report, all reports of actual or suspected misconduct will be taken seriously and addressed promptly.  The appropriate personnel will carefully investigate the reports and the relevant Cameron employing company will take appropriate and necessary action.

Violations of Our Code

We must all adhere to this Code and Cameron policies. Violations of our Code, our Company policies or the law have serious consequences, including disciplinary action up to and including termination, as well as possible civil or criminal penalties.

No Retaliation

Cameron recognizes that, to maintain a culture of integrity, it must protect us when we report, in good faith, perceived or actual misconduct. Therefore, our Company strictly prohibits acts of retaliation against us for reporting a possible violation in good faith. Reporting in good faith means you are providing all of the information you have, and you believe it to be true. In addition, you will not be retaliated against for participating in good faith in an investigation involving possible misconduct. Individuals who take action against a person for making a report or participating in an investigation in good faith will be subject to disciplinary action, up to and including termination. If you believe that you have been retaliated against, consult the appropriate resource under "Reporting Concerns and Seeking Guidance" (page 8).

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Callout (page 9): The Ethics HelpLine is operated by an independent third party and is available 24 hours a day, 7 days a week. You may make a report or ask a question in over 150 languages.

Duty to Cooperate

Our Company carefully investigates all reports of misconduct consistent with local requirements. To help this process, we must cooperate fully and honestly in an investigation of potential illegal or unethical activity. You will not face retaliation for doing so.

Higher Expectations for Managers

While our Code applies to all of us, managers are held to higher expectations because of their role as leaders within our Company. This means not only living the principles set forth in our Code every day but also taking action to create a positive work environment, leading by example and making sure that employees are comfortable raising concerns and asking questions.

As a manager, it is your responsibility to deal with and report any unethical or illegal conduct through appropriate channels, whether you witness the misconduct yourself or receive a report about it.

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Maintaining Integrity…with Each Other

Treating One Another Fairly

At Cameron, our success depends upon each of us fully respecting the rights of our fellow employees and encouraging open communication. We strive to solicit the input of our coworkers and listen to their views. We each have a right to our own opinions, and we are expected to respect the viewpoints of others.

Q: Claudia worked with a contract engineer, Andrei, on a project for several months. Andrei waited until the project was complete to ask Claudia out on a date, but she turned him down. Now, Andrei repeatedly emails and calls to ask her out again, no matter how many times she asks him to stop. Since Andrei is no longer working for Cameron, Claudia isn’t sure if his conduct constitutes harassment. What should she do?

A: Andrei’s actions  may be prohibited by law but in any event are prohibited by Cameron's policy,  whether or not his work for Cameron has ended. Claudia should report Andrei’s behavior as soon as possible to the contacts as listed in “Reporting Concerns and Seeking Guidance” (page 8).

Respecting Each Other

Commitment to a Diverse Workforce

With over 300 locations in more than 35 countries worldwide and growing, our global workforce is incredibly diverse. With Cameron’s diversity comes unique ideas, viewpoints, talents and values that directly contribute to our Company’s success.

Discrimination-Free and Harassment-Free Workplace

To maintain our culture of diversity, we are committed to a discrimination-free workplace. This means we must make all employment decisions based on a principle of mutual respect and dignity for one another and consistent with applicable law. For additional information, please  contact your local manager and  review the applicable policies.

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We all have the right to work in an environment free from harassment. “Harassment” is a form of discrimination that consists of unwelcome behavior, based on a person's protected characteristic or status, that has the purpose or effect of creating an intimidating, hostile or offensive work environment. Harassment can come in many forms, including physical actions, verbal or written remarks, or visual depictions. Our Company strictly prohibits any acts of unlawful harassment, whether done by an employee or a non-employee. If you have any questions, please  consult the applicable policies or ask your local manager.  You are responsible for understanding all applicable discrimination and harassment laws and for using common sense and respect for others.

Discriminatory or harassing behavior violates our Code and Company policies. If you feel you or someone around you has experienced unlawful harassment or discrimination, report the situation, according to the policies in this Code. Rest assured, you will not face retaliation for making this good faith report.

Callout (page 11):With Cameron’s diversity comes unique ideas, viewpoints, talents and values that directly contribute to our Company’s success.

Providing a Healthy and Safe Work Environment

Workplace Health and Safety

Our success, and the success of Cameron as a whole, depends upon maintaining a safe and healthy work environment. Because our people are our most important resource, safety is our number one priority in all of our locations and at all levels of our organization. This means that we must each constantly strive to achieve zero injuries and work-related illnesses. To prevent workplace injury and illness, we must:

· Follow all applicable safety laws and regulations

· Comply with Cameron policies and the safety procedures in our local facilities

· Conduct ourselves in a safe manner

· Take all reasonable precautions when handling toxic or other unsafe materials, as well as when operating machinery and heavy equipment

For additional information, please contact your local manager and review the applicable policies. Immediately report any behavior or activity that jeopardizes the health and safety of our workplace to your local manager. If you feel that you or someone else is in immediate danger, call the local authorities.

Workplace Violence

As part of our commitment to health and safety, we must never tolerate any acts or threats of violence in our workplace. To keep our work environment free from violence or intimidation, we may not bring any weapons or firearms onto Company premises, including parking facilities, while conducting business on Cameron’s behalf, unless otherwise allowed by local law or job responsibility. You should report any threatening or violent behavior you witness to your supervisor promptly.

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Substance-Free Environment

While conducting business on behalf of Cameron, we must be free from the influence of drugs, alcohol or other substances that impair our ability to work safely and effectively. To ensure our safety and the safety of those around us, we may not misuse prescription medication or possess, distribute or sell alcohol or illegal substances on Company premises or when working on Cameron’s behalf. This rule does not apply to Cameron-sponsored or other authorized events where alcohol is served. In these situations, moderate alcohol consumption is allowed.

We must also abide by any drug and alcohol policies in our local facilities, and comply with any required drug or alcohol testing. For additional information, please review the applicable policies or ask your supervisor about any policies unique to your facility.

Protecting the Environment
For the good of our planet and future generations, we act as stewards of our environment. At all times, we must strive to meet, if not exceed, all applicable legal and regulatory requirements, as well as internationally accepted environmental standards.	Our expectation is that no one gets hurt and nothing gets harmed.

We are aware of the effect our operations have on the global climate. Therefore, we continuously seek to reduce our carbon footprint and greenhouse gas emissions. To do so, we aim to be environmentally conscious in the management of all our operations. We seek to make efficient use of natural resources through innovative product design, operational excellence and effective facility management. Whenever practical, we work to conserve our natural resources and to reduce or eliminate hazardous wastes and emissions from our manufacturing processes. We handle any generated wastes safely, responsibly and in compliance with all applicable law.

For additional information, please contact your local manager and  review the applicable policies.

Q: While working closely with a nationally owned oil company, Marcos befriends Lucinda, a manager at the oil company. Lucinda mentions that her nephew’s company is applying for a small contract with Cameron in Marcos’ business unit. Can Marcos approve the contract in hopes of securing additional business with Lucinda’s company?

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A: No, Marcos cannot approve this contract until Lucinda’s nephew has gone through Cameron’s standard bidding process. We can’t offer anything of value, such as favors, to government employees in an attempt to retain or obtain business. This constitutes bribery, which is strictly prohibited at Cameron.

Maintaining Integrity… with Our Communities

Conducting International Business

Cameron has developed a reputation as a good global citizen, and each of us must maintain this reputation. We strive to positively impact the many communities where we live and work. This means, in part, that we must uphold human rights in all of our facilities. We treat all people in all of our locations with respect, and seek to do business with suppliers that do the same.

We must also follow the laws of the communities where we operate, unless prohibited by U.S. law. When these laws, local customs or business practices differ from U.S. law or the rules set forth in our Code or Company policies, we must obtain prior permission

from the Legal Department before conforming to them.

Following Anti-Corruption Laws

Cameron succeeds based on the quality of our people, services and products. We do not pay bribes or offer anything of value to anyone with the purpose of obtaining an unfair advantage. Remember—simply offering or attempting to offer a bribe violates our Code, Company policy and the law.

Bribery and Kickbacks

Anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), apply to all of our operations around the globe. In addition, other anti-corruption laws such as the UK Bribery Act of 2010 and other local laws impose additional sanctions and even more restrictive obligations. Our Company’s interpretation of these laws is clear: we may not engage in bribery with, or offer, authorize or accept any form of kickback to or from, a government official. “Bribery” is the offering, giving, receiving or soliciting of anything of value in order to obtain or retain business or other improper advantage. A “kickback” is a payment returned or promised to be returned as a result of a legal contract or as a reward for making or fostering business arrangements. To be clear, “government officials” include an officer, employee or consultant of a government or governmental department or agency, officer or employee of a state-owned enterprise or partially state-owned enterprise, political party or official, candidate for political office, officer or employee of a public international organization such as the World Health Organization or World Bank, or the spouse of immediate family members of any of the persons mentioned above (“government official”). Furthermore, Cameron policy prohibits facilitation or “grease” payments made to government officials, even if such payments are nominal in amount, unless the Chief Ethics and Compliance Officer gives prior approval in writing. Facilitation payments are small payments made to low-level government officials to secure or speed up routine legal government actions. There may be some circumstances involving an imminent threat to the health, safety or physical welfare of any employee or a member of his or her family or co-worker. If a payment is made under these emergency situations, it must be reported immediately to the employee’s supervisor, General Counsel or Chief Ethics and Compliance Officer.

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Callout (page 15): Cameron does not pay:

- bribes,

- facilitation payments,

- oraccept kickbacks or offer anything of value to anyone with the purpose of obtaining an unfair advantage.

Callout (page 16):If you regularly interact with government employees or other officials, be sure to familiarize yourself with  all applicable policies and contact your local manager with questions.

Remember that under anti-corruption laws, we cannot hire business partners to do something we are not allowed to do ourselves. Business partners include, but are not limited to, consultants, sales agents, customs brokers, accounting firms, companies that provide assistance with obtaining visas, permits, inspection certificates or contracts and joint venture partners. Employees, therefore, cannot simply turn a blind eye to evidence of misconduct by business partners, and it is of critical importance that all business partners, including joint venture partners, who perform business on behalf of Cameron and who may have dealings with foreign government officials are selected and engaged in strict compliance with  all applicable polices.

Consequences for violating anti-corruption laws are severe for both our Company and the individuals involved. If you regularly interact with government employees or other officials, be sure to familiarize yourself with all applicable policies and contact

your local manager with questions.

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Commercial Bribery

In developing goodwill and strong working relationships with suppliers, clients and partners, appropriate gifts and entertainment can be standard courtesies. However, we must be particularly careful that we do not engage in commercial bribery. This form of bribery occurs when we offer to give, give or accept a business courtesy with the intent of obtaining or retaining business or otherwise improperly influencing a company's business affairs. Keep in mind that commercial bribery can carry steep consequences, employees should use good judgment and ensure no improper gift or thing of value is offered or accepted.

Q: Mariana, a procurement specialist, is leaving tomorrow on a last-minute trip to the Middle East. She needs to take her laptop, but realizes that it contains engineering drawings of a Cameron product, which means an export license or permit may be needed. Can she leave the country without obtaining the license, as long as a license application is submitted before she leaves?

A: No, this is not okay. Cameron must obtain any necessary permits or licenses before Mariana can travel internationally with her laptop. If the drawings are not needed for her trip, she can avoid the license requirement by simply deleting the drawings from her laptop’s hard drive. If she is unsure whether she needs to obtain an export license, she should consult the Global Trade Compliance Group within the Legal Department in advance, in preparation for her trip.

Complying with Import and Export Controls

The global nature of our business means that we must understand and comply with the laws and regulations that govern the export, re-export or import of products, software or technology. Export activity takes place when a product, software or technical information is transferred from one country to another or is provided to a foreign citizen or representative of another country, no matter where that person is located. Prior to undertaking any export transactions, you must determine whether the item is eligible for export. This depends upon the nature of the item, the country of destination and the end use and end user. We must not authorize or approve, or knowingly enter into, any transaction to provide products, services or technology to any individual, company or countries subject to national or international sanctions without seeking the prior approval of the Chief Ethics and Compliance Officer. Before engaging in exporting activity, we must verify the eligibility of both the location of delivery, the export’s recipient, and the end-use. In addition, we must obtain all required and necessary licenses and permits and pay all proper duties, in compliance with local requirements.

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Import activity, or bringing the products we purchase from others into a country, is also generally subject to various laws and regulations. In particular, this activity may trigger the payment of duties and taxes. It also may involve the filing of required documentation. We must always comply with all import requirements.

Remember, import and export controls do not simply apply to material or physical goods. They also relate to data, information, research and other intellectual property exchanged with overseas suppliers. Failure to obtain the appropriate government approvals before exporting products or technology can result in serious consequences, such as the loss of export privileges, as well as civil and criminal penalties. If you are involved in importing or exporting products, services or technology, be sure to familiarize yourself with all applicable local policies. Consult the Global Trade Compliance Group within the Legal Department if you have questions.

Callout (page 18):It is important to note that, even when we are not conducting business in the United States, we must comply with U.S. anti-boycott laws.

Following U.S. Anti-Boycott Laws

A boycott occurs when one group, business or country refuses to do business with a particular person or country. U.S. antiboycott laws prohibit us from cooperating with boycotts that are not sanctioned by the United States, such as the Arab League boycott of Israel. It is important to note that, even when we are not conducting business in the United States, we must comply with U.S. anti-boycott laws.

We are required by law to report all requests to participate in an unsanctioned boycott. Such requests are often hidden in seemingly harmless documents, like letters of credit or bills of lading. If you receive what you believe is such a request, contact the Legal

Department immediately. Please review all applicable policies for additional information.

Impacting Our Local Communities

As a good corporate citizen, Cameron seeks to promote the vitality of the communities where we live and work. We owe it to our neighbors to work towards the development and betterment of our communities, which sustain our Company and support us as individuals.

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Political and Charitable Involvement

Our Company encourages each of us to actively participate in the political process. We should, however, only do so voluntarily and during our personal time. We must make certain that participating in political activity in no way impairs our work effort or damages our Company’s standing or image. We may never make political donations or contributions using our Company’s name, time, funds or other resources.

To support the communities where we live and work, we are encouraged to participate in charitable activities both as a Company and as individuals. Participation in charitable and community activities is entirely voluntary but commitment of Company funds, employees and assets is subject to all applicable Cameron policies, particularly those policies that  establish

guidelines for the approval of non-profit, charitable and community contributions, donations and volunteer activities, and the use of Company resources for charitable and community activities on a worldwide basis.

Maintaining Integrity…with Our Shareholders

Q: Gavin works in a shipping dock and has worked quite a bit of overtime in the past week. His manager, Linda, tells him to not record this time and instead to take a day off the next week. This way, he’ll be paid for all of his hard work and Linda won’t be over her payroll budget for the department. Is this acceptable?

A: No. Gavin may think that this option is okay because it won’t cost Cameron any extra money. But time records are business records, and it is extremely important that Gavin report his time accurately and honestly, and never create a false record. As such, Gavin shouldn’t follow Linda’s direction. Instead, he should report the situation to the contacts as listed in “Reporting Concerns and Seeking Guidance” (page 8).

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Ensuring Financial Integrity

Accurate Recordkeeping and Public Reporting

We all must do our part to ensure Cameron’s financial information is accurate and complete. Our shareholders, among others, rely on us to do so. The records we create as part of our daily responsibilities have a significant impact on the financial information Cameron discloses. We must therefore be sure that all of the records we create and submit, including time cards, expense reports and inventory reports, are true, fair and accurate. At all times, we must act according to our internal controls procedures. We may never establish unrecorded “slush” funds or take other steps to falsify Cameron’s books and records.

If you become aware of any accounting or auditing irregularities, promptly report them to the Legal Department or the Ethics HelpLine. Consequences for falsifying financial records are severe, including potential criminal prosecution for the individuals involved and senior officers of our Company.

If you are management personnel or a financial officer involved in the preparation of public disclosures or the preparation of data for public disclosures, you must understand and comply with the Code of Ethics for Senior Financial Officers.

Proper Records Management

The proper retention of our documents and records is vital to our business. As such, we must maintain all documents, files and other covered communications according to our applicable policies and schedules.  If you

are notified that your documents are relevant to an anticipated or pending litigation, investigation or audit, follow the guidelines set forth in the notification. Do not alter or conceal any document covered by the notification. Email has become a standard tool in business communications. As such, the way we manage our email records is increasingly important.

If you have any questions regarding proper records management, consult the applicable policies and schedules  or contact the Corporate Secretary.

Callout (page 21):We all must do our part to ensure Cameron’s financial information is accurate and complete.

Audits and Investigations

We may be asked by an auditor or a government official to take part in an investigation of our Company or certain of our fellow employees. We must cooperate with these requests. However, if we receive a request to take part in a government investigation or a request for information or documentation from a government official, we should immediately contact the Legal Department. At no time may we attempt to improperly or unduly influence, or make untrue or misleading statements to, an auditor or government official in connection with an investigation.

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Safeguarding Our Company Assets

Physical Assets

Our Company’s physical assets, such as its equipment, materials and facilities, are instrumental to performing our day-to-day responsibilities. These assets have been accumulated through the hard work of people spanning the globe. By working for Cameron, we have each assumed responsibility for these assets and must safeguard them from theft, loss, misuse and waste. In addition, we must make sure that they are used for appropriate business purposes.

Proprietary Information

Information is a large part of what gives us our competitive advantage. Many of us have access to Cameron’s confidential, proprietary information in order to perform our jobs. It is our responsibility to keep this information confidential and protected. It is also our responsibility to protect the information entrusted to us by our suppliers, customers and other business partners as carefully as we protect our own information.

A few examples of confidential or proprietary information include:

· Intellectual property, such as trademarks, copyrights and

trade secrets

· Unpublished financial data, including sales and profit figures

· Research and product development plans

· Marketing, investment or other business plans and strategies

· Business processes, records, files and data

· Customer and supplier information

We may only share this information with others who have a business need to know, whether inside or outside of Cameron. To protect this information and prevent its accidental disclosure, we must take proper precautions. Make sure that you follow all security measures and internal control procedures for your computer systems, portable electronic devices, laptops and other storage devices, such as flash drives and USB devices. You must carefully protect these devices in places where they could be lost or stolen. Do not divulge your password or access codes to anyone else, and do not allow others to use your accounts. Obtain the required Non-Disclosure Agreement prior to sharing any proprietary information outside the Company.

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Be cautious when discussing sensitive information on your cell phone or with a coworker in public places, such as elevators, airports and restaurants, or in open areas within Cameron, such as break rooms or restrooms. Do not leave documents containing sensitive information in a place where an unauthorized person might have the opportunity to read them, including your unlocked desk or on a copy machine.

Private Personal Information

Each of us provides Cameron private personal information, such as health records, social security information and contact information. We have an obligation to carefully safeguard our fellow employees’ private personal information. If you have access to such information, be certain to follow security protocols at all times and be diligent in protecting the information. You may only share that information with those who have a business need to know and who are authorized to view the information.

Appropriate Use of Resources

We may never use our communications systems to engage in prohibited conduct, such as communicating or viewing discriminatory, harassing, sexually explicit or otherwise offensive or inappropriate material.

If Cameron has provided you with a computer, cell phone or other portable technology, you must use that technology appropriately and in accordance with Company policies. Cameron’s policies on technology always apply to Company equipment and do not change after hours or when you are traveling.

Compose email, instant messages and text messages with the same care you would take in composing any other Camerondocument. Please remember, persons might copy and forward your electronic messages worldwide without your knowledge or consent.

For more information, please  consult applicable policies or contact your local manager.

Cameron’s Reputation and Good Name

In order to maintain Cameron’s reputation as a responsible industry leader, we must ensure accurate and consistent corporate communications. For this reason, only authorized individuals may communicate on behalf of Cameron with the media and outside analysts. Direct all inquiries from outside media sources to the Vice President, Investor Relations. If you are contacted by an outside analyst, get the name and affiliation of the person making the request and pass the information on to the Vice President, Investor Relations.

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Avoiding Conflicts of Interest

When conducting business on behalf of Cameron, we must carefully avoid situations that could create a conflict of interest, or even the appearance of one. A “conflict of interest” occurs when our interests or the interests of our family members compete with our ability to perform our job responsibilities. Such competing interests may limit our ability to perform our jobs objectively and without bias. If you feel you may face a conflict of interest situation, you should direct the matter to your local manager and review all applicable policies.

Gifts, Travel, Entertainment and Hosting

Cameron prides itself on conducting its business honestly and transparently. While exchanging gifts and entertainment can foster good working relationships with our clients, suppliers and business partners, we must exercise caution when engaging in such activity. Remember, by providing or accepting gifts, travel or entertainment, we may make it difficult to make sound, objective business decisions. If we accept such courtesies, we may appear to be unduly influenced. We must keep these principles in mind when we are providing or accepting reasonable and appropriate gifts, travel or entertainment.

In general, we may only offer or accept gifts that are consistent with applicable laws, consistent with both Cameron policy and the policies of the giving or receiving entity, and not for the purpose of obtaining or retaining business.

In general, acceptable without prior approval:

- Occasional gifts valued at $100 or less (or local currency equivalent)

- Entertainment or meals valued at $500 or less (or local currency equivalent) per person

In general, acceptable with prior approval:

- Any gift exceeding $100 (or local equivalent)

- Any entertainment exceeding $500 or less (or local currency equivalent) per person

- Any travel paid for or reimbursed by an outside business associate or Government Official associated with a gift or entertainment

- Any hosting that is not expressly provided for under a contract

- Any travel aboard aircraft owned by a business associate or Government Official

Prior approval must be obtained from the designated Executive and the Corporate Ethics and Compliance Department via the Gift, Travel, Entertainment, Hosting Reporting Form found on the Ethics and Compliance intranet site.

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Always unacceptable:

- Any gift or entertainment that would be illegal

- Gifts or entertainment involving parties engaged in a tender or competitive bidding process

- Any gift of cash or cash equivalent (such as gift certificates, loans, stock, stock options) no matter the value

- Any gift or entertainment no matter the value that is a ‘quid pro quo’ (offered for something in return)

- Any entertainment that is indecent, sexually oriented, does not comply with Cameron’s commitment to mutual respect, or that otherwise might adversely affect Cameron’s reputation

- A gift or entertainment that you pay for personally to avoid having to report or seek approval for

Q: Sandra is a field service technician in the Compression Systems group and has just finished an important job for a client. The client tells Sandra that they would like to send her something to show their appreciation, but she warns them that she can’t accept anything expensive. The client sends Sandra a U.S. $50 gift certificate to a department store. May she keep it?

A: Although the gift certificate is only worth U.S. $50, which is an acceptable value, Sandra may not keep it. We may never accept gifts that are cash or a cash equivalent, no matter their value. Sandra should report the gift to her supervisor and return the gift. If she doesn’t feel comfortable doing so, she should turn it over to the Corporate Ethics and Compliance Department.

Callout (page 25):A conflict of interest occurs when our interests or the interests of our family members compete with our ability to perform our job responsibilities.

Further, expenses such as travel, accommodations, meals, incidental or other daily expenses directly relating to contract negotiations, training, site inspections or visits, and the demonstration or explanation of products or services are considered hosting expenses. All hosting expenses require prior approval from your Division President, Corporate Vice President or CEO and disclosure to the Corporate Ethics and Compliance Department.

If you are unsure whether you may give or accept a gift, travel or entertainment or whether hosting expenses are appropriate, please seek guidance from your Division President, a Corporate Vice President or the Corporate Ethics and Compliance Department. If you give a business courtesy, be certain that you provide all relevant and detailed information (including name and title of the recipient, the organization to which the recipient belongs and the detailed business purpose) promptly in an expense report.

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At times, you may find yourself in a situation where you must return a gift, but doing so may be impractical (such as perishable items or personalized gifts) or discourteous. In these situations, you should accept the gift on behalf of our Company and turn it over to the Corporate Ethics and Compliance Department.  For additional information, please  review all applicable policies.

Business with Family and Friends

When a personal or family relationship exists between employees, it may appear as though one of us is receiving preferential treatment over another. Therefore, no family member should be placed in a position where he or she has direct decision-making authority over another family member. If you find yourself in such a situation, disclose it to your Human Resources representative immediately.

A perceived conflict of interest is also created if you, your immediate family member or a close friend holds a substantial financial interest in, or has a relationship with the owner or principal of, an actual or potential supplier, client or competitor of Cameron. If you find yourself in such a situation, you must notify your supervisor immediately and remove yourself entirely from the supplier selection or negotiation process.

Q: Pedro’s department is currently accepting bids for a steel supplier. Pedro’s brother, Philippe, owns a steel company and has decided to bid for the supplier contract with Cameron. Pedro knows neither of them are doing anything wrong, but isn’t sure if he should disclose the situation. Should he?

A: Yes. Pedro should disclose his relationship with the bidding company to his supervisor immediately to avoid the appearance of a conflict of interest. He will also need to remove himself from the supplier selection process.

Outside Employment

Engaging in employment outside of Cameron may prevent us from upholding our job duties objectively and without bias. For this reason, we may not take outside employment or hold a board membership that interferes with our ability to fulfill our job duties. In addition, we cannot use Cameron’s property, information or resources for work with another company. Before accepting a position outside of Cameron, disclose and seek approval as provided  in all applicable polices.

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Financial Interest in an Outside Company

Investing can become a conflict of interest if the company you are investing in does business with or competes with Cameron. You are required to disclose any financial interest in a Cameron competitor, supplier, customer or any entity that may influence objective decision-making. This disclosure requirement does not apply to investments in mutual funds over which you exercise no discretionary control.

Corporate Opportunities

We all have a responsibility to act in Cameron’s best interests and advance these interests whenever the opportunity to do so arises. Taking personal advantage of a business opportunity learned about through work done on Cameron’s behalf, or otherwise personally benefiting from Cameron’s information, creates an inappropriate conflict of interest. While conducting work on behalf of Cameron, we may come across opportunities in which Cameron may also have an interest. If so, we must notify our supervisor of the opportunity and provide ample time for Cameron to determine whether it will pursue the opportunity. If, after this period of time, Cameron passes on the opportunity, we may act on it for our own personal gain. At this time, we may also share this information with outside parties for their personal gain.

Q: Carla, an analyst for Cameron, is starting up her own consulting business. Although some of the consulting work she plans to do is similar to the work she does for Cameron, Carla plans to ensure that her business doesn’t compete with Cameron. Is this okay?

A: Most likely, no. Because the work Carla will be doing is similar to the work she does for Cameron, she may be competing with Cameron without even knowing she is doing so. This poses a conflict of interest that may not be allowable. Before starting her business, Carla must disclose her plans to, and obtain prior permission from, her supervisor.

Callout (page 28):Insider trading occurs when we trade the stocks of a given company on the basis of material, nonpublic information we have acquired about that company through work we have done on Cameron’s behalf.

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Avoiding Insider Trading

By working on behalf of Cameron, we have all made a commitment to comply with insider trading laws. Insider trading occurs when we trade the stocks of a given company on the basis of material, nonpublic information we have acquired about that company through work we have done on Cameron’s behalf. Information is considered “material” if a reasonable investor would consider the information important in deciding whether to buy, sell or hold a stock or other security. “Nonpublic” information refers to that which has not yet been disclosed to or absorbed by the public. Material, nonpublic information generally includes information such as:

· Unreleased sales figures

· Pending mergers or acquisitions

· Earnings estimates

· Labor disputes

· Introduction of a new product or service

· Adjustments to key personnel positions

No matter where we are located, we must comply with Cameron’s Insider Trading Policy, which also prohibits tipping. “Tipping” generally occurs when we provide material, nonpublic information to another person, and that person trades on the basis of the information. It is important to note that tipping can expose us to the same consequences brought about by insider trading. This may include severe penalties, including fines, termination of employment and potential imprisonment.  For additional information, please review  all applicable policies.

Q: Enrico has learned that Cameron is about to enter into a large supplier agreement with a U.S.-based public company. Enrico knows that, because of this contract, the supplier’s U.S. stock price will most likely skyrocket soon after the deal is announced publicly. While he knows he can’t personally buy stock in the supplier or tell anyone about the contract, he figures he can help his mom by encouraging her to buy the company’s stock. Is this okay?

A: No. By tipping this information to his mother, Enrico is violating our Code and U.S. securities laws. Consequences for tipping can be just as severe as those for engaging in insider trading, so Enrico should refrain from providing any confidential information that he learns through his work at Cameron to anyone without a business need to know.

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Maintaining Integrity…with Customers and Suppliers

Competing Fairly

As part of our commitment to developing long-term relationships with our customers and suppliers, we take pride in competing fairly and with integrity. We compete solely on the basis of our quality products and services, and never take advantage of anyone through unfair practices.

In addition, we are always accurate and truthful in all of our business dealings. We market our products and services honestly and communicate fairly with customers. We achieve this by never making misleading or disparaging statements about our competitors or their products or services.

Ensuring Product Quality and Safety

We focus on understanding the requirements of our customers and providing products and services that meet or exceed their specifications and expectations. We strive to deliver the highest possible value to our customers, while working towards our goals with a sense of urgency. We design, manufacture and deliver products and services that fit their intended purpose. This means we must always be certain we understand and follow all contract specifications and quality control procedures, completing all required inspection and testing operations properly. We also must strive to minimize environmental risks throughout the lifetime of our products.

In order to fulfill our commitment to product quality and safety, we expect our suppliers to assure the quality and safety of goods and services they provide us.

Callout (page 31):We compete solely on the basis of our quality products and services, and never take advantage of anyone through unfair practices.

Maintaining Integrity…with Our Competitors

Complying with Anti-Competition Laws

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To ensure markets operate fairly and efficiently, many nations have implemented laws to combat anti-competitive practices. We pride ourselves on strictly complying with these anti-competition laws, which are designed to protect free enterprise. While anti-competition

laws are complex, they generally forbid discussing or entering into formal or informal agreements regarding activities that may restrain trade.

Examples of such activities include:

· Bid rigging

· Price fixing

· Dividing or allocating specific market territories with competitors

· Fixing production or production quotes

Illegal agreements do not have to be signed contracts and may be as simple as informal understandings between two parties. If any of these topics of discussion arise when talking with a competitor, such as at an industry association meeting or a trade show, you should stop the conversation immediately and report it to the Legal Department.

Violations of anti-competition laws carry severe consequences. Keep in mind that these laws can be difficult to understand and every country maintains its own laws regulating competition. Exercise caution and avoid any interaction with competitors that may place you or Cameron at risk. If you have any concerns about a conversation you have had or an activity you are involved in, please consult the Legal Department.

For additional information, please consult the applicable policy or contact your local manager.

Q: While attending the Offshore Technology Conference, Edson speaks in front of a group of representatives of Cameron’s competitors. After Edson speaks, one of the representatives comes up to talk to him. While at first they talk about their families,

the conversation soon turns to business. The representative tells Edson, “I bet my company’s bid for that contract probably isn’t nearly as attractive as Cameron’s.” Edson isn’t sure how to respond to this comment. What should he do?

A: Edson should realize that this representative may be engaging in anti-competitive behavior. He should end the conversation immediately and report the incident to the Legal Department.

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Gathering Competitor Information

Remaining a strong competitor in our industry sometimes requires that we gather information about our competitors. However, we must be sure to acquire such information in ways that are public, ethical and legal. You may always ask coworkers, clients and suppliers for information about competitors that they are free to share. However, you should not encourage them to provide information that would violate any binding legal agreements, such as contracts or non-disclosure agreements. For example, you should not seek a competitor’s confidential information from a new employee who formerly worked for the competitor.

Certification and Disclosure

I acknowledge that I have received Cameron’s Code of Conduct (“Code”) and will comply with it. I also understand that I must review and comply with Cameron’s policies and procedures that apply to my job responsibilities. I understand that a violation of the policies and ethical standards outlined in this Code may subject me to disciplinary action, up to and including termination, as well as civil and criminal penalties

I understand that it is my obligation to check for updates to the Code by reviewing the most recent version on the intranet, and/or by reviewing the most recent updated version of the hard copy Code, which is always available through the Compliance Department.  I understand that employees will not receive a new hard copy of the Code every time it is amended.

I further understand that, if I have any questions related to the guidelines outlined in this Code or other Company policies, I should discuss them promptly with my immediate supervisor, my local Human Resources representative, the Legal Department or the Chief Ethics and Compliance Officer, or contact the Ethics HelpLine. I especially recognize the importance of asking for such assistance before taking any action that may be questionable or may violate our Code.

Signature Date

Printed Name

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EX-14.3

Exhibit 14.3

Code of Ethics for Directors

CAMERON INTERNATIONAL CORPORATION

INTRODUCTION

This Code of Ethics for Directors has been adopted by the Board of Directors of Cameron International Corporation (“Cameron” or the “Company”) to promote honest and ethical conduct and compliance with applicable laws, rules, regulations and standards.  The Board of Directors of the Company (the “Board”) recognizes that no code of conduct or code of ethics can replace the thoughtful behavior of an ethical member of the Board (each, a “Director”).  Such a code, however, can focus attention on areas of ethical risk, provide guidance to help recognize and deal with ethical issues, and help to foster a culture of honesty and accountability.

In the event of exceptional circumstances such that a waiver of any provision of this Code for a Director would be in the best interests of the Company, as required by the Listing Standards of the New York Stock Exchange, such waiver can only be made by the Board or a committee of the Board, and, as required by Sarbanes-Oxley, such waiver must be disclosed promptly to the Company’s shareholders.  If a matter is covered under Cameron’s Policy on Related Person Transactions, the waiver should be considered in accordance with that Policy.

PRINCIPLES AND PRACTICES

In performing his or her duties, a Director should abide by the following principles:

1.  Standard of Conduct.  In discharging his or her duty to oversee the management of the business and affairs of Cameron, a Director should act in a manner he or she believes in good faith to be in the best interests of Cameron, and exercise the care an ordinarily prudent person in a like position would exercise under similar circumstances.  This means that each Director has both a duty of care and a duty of loyalty.

A Director's duty of care refers to the responsibility to exercise appropriate diligence in overseeing the management of Cameron, making Board decisions and taking other Board actions. In carrying out the duty of care, Directors should:

· Regularly attend and participate in Board and Board committee meetings.  Personal participation in meetings is important to the process of becoming informed about essential matters.

· Remain regularly informed about Cameron’s ongoing business and affairs.  Directors should devote appropriate time to reviewing periodic updates provided by management, as well as Board materials provided prior to each meeting.

· Appropriately rely on others.  Directors may rely in good faith on information provided to them by Board committees and the Company’s management, employees and professional advisors who have been selected with reasonable care by or on behalf of the Company, as to matters the Directors reasonably believe to be within any such other person’s professional or expert competence.

· Make inquiries.  Directors should make inquiries about material issues facing the Company and regularly follow up until they are reasonably satisfied that management is addressing those issues appropriately.

1

A Director's duty of loyalty refers to the responsibility to act in good faith and in Cameron’s best interests, not the interests of the Director, a family member or an organization with which the Director is affiliated. Directors should not use their positions for personal gain. The duty of loyalty may be relevant in situations involving a potential conflict of interest or corporate opportunity.

2.  Conflicts of Interest.  Directors should conduct themselves in an honest and ethical manner and avoid any actual or apparent conflict of interest.  A conflict of interest occurs when a Director’s private interest interferes in any way with the interests of the Company, and/or makes it difficult to perform his or her duty objectively and effectively.  Conflicts of interest may also arise when a Director, or a member of his or her immediate family, receives personal benefits as a result of his or her position as a Director.  “Immediate family” includes a persons’ spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.

Directors and members of their immediate families may not accept a gift from persons or entities who deal with the Company or any of its subsidiaries in any case where the gift:

· would be illegal or result in a violation of law;

· has a value beyond what is a normal and customary courtesy in the business of the Company and its subsidiaries; or

· would reasonably be expected to influence the Director’s actions as a member of the Board.

In accordance with the Company’s Corporate Governance Principles, where necessary to avoid an actual or apparent conflict of interest, a Director should recuse himself or herself from any Board deliberations and decisions affecting his or her personal or professional interests or those of any of his or her immediate family members.

3.  Corporate Opportunities.  Directors should not:

· take for themselves personally opportunities that are discovered through the use of any property or information of the Company or any of its subsidiaries or his or her position as a Director;

· use property or information of the Company or any of its subsidiaries or his or her position as a Director for personal gain; or

· compete with the Company or any of its subsidiaries, except as may be approved by the Board or a committee of independent, disinterested Directors.

4. Confidentiality.  One important facet of a director’s fiduciary duties is the responsibility to protect and hold confidential all non-public information obtained in the role of a director. Therefore, it is the policy of the Board that:

a. no Director shall use Confidential Information for his or her own personal benefit or to benefit any person or entity outside the Company;

2

b. no Director shall disclose Confidential Information to any person or entity outside the Company, either during or after his or her service as a Director of the Company, except in accordance with the Company’s Corporate Governance Guidelines, the Charter of any committee of the Board or a resolution duly adopted by the Board and except with express prior permission of the Company's Chairman of the Board or General Counsel, or as may be otherwise required by applicable law; and

c. except in accordance with Section 4.b. above, no Director shall disclose Confidential Information to any stockholder of the Company (including any stockholder who has designated or nominated any Director or any director candidate), and any director candidate who is a party to any arrangement with any such stockholder calling for any disclosure of Confidential Information or incentivizing any such disclosure shall not be qualified to serve as a Director.

For purposes of this Policy, "Confidential Information" shall constitute all non-public information (whether or not material to the Company) entrusted to or obtained by a Director by reason of his or her position as a Director. It includes, but is not limited to, nonpublic proprietary information that is of competitive or commercial value to the Company and/or of such use to its competitors or other persons or entities outside the Company (including individual stockholders), nonpublic information regarding the Company’s finances, operations, results of operations or strategies; and sensitive information regarding Board proceedings or deliberations to which a Director is privy by virtue of his or her membership on the Board, such as:

· non-public information about the Company's financial condition, projections, forecasts, prospects or future plans;

· non-public information regarding the Company's research and development efforts or results, new product launches or initiatives, marketing and sales programs, or leadership succession plans for the Company's senior officers;

· non-public information relating to possible business transactions such as mergers, acquisitions, divestitures or joint ventures, or possible capital-related transactions such as credit facilities, capital markets transactions, share repurchases, dividends or stock splits;

· non-public information concerning other companies with whom the Company may conduct business, including information about the Company's customers, suppliers, joint venture partners, or other companies with which the Company is under an obligation of confidentiality; and

· non-public information about meetings, presentations and discussions relating to issues, deliberations and decisions between and among employees, officers and Directors and their advisers, including the identity, circumstances and fact of retention of any such advisers.

By agreeing to be a Director, each Director agrees he or she shall be bound by the terms of the policy reflected in this Section 4 and that any Director who willfully violates this policy will immediately tender his or her resignation to the Board and will be disqualified from standing for any future election as a Director.

3

5.  Fair Dealing.  Directors should endeavor to deal fairly with the Company’s various constituents.  No Director should take unfair advantage of any of those constituents through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

6.  Protection and Proper Use of Company Assets.  Directors should oversee the development and implementation of the Company’s policies to protect the assets of the Company and its subsidiaries and ensure their efficient use.  The assets of the Company and its subsidiaries should be used only for legitimate business purposes.

7.  Compliance With Laws, Rules and Regulations (Including Insider Trading Laws).  Directors should proactively promote compliance with (and should individually comply with) applicable laws, rules and regulations, including insider trading laws.  Insider trading is both unethical and illegal.

8.  Encouraging the Reporting of Any Illegal or Unethical Behavior.  Directors should proactively promote ethical behavior (and should individually behave in an ethical manner).  Directors should oversee the development and implementation of the Company’s policies to ensure that the Company:  (i) encourages employees of the Company and its subsidiaries to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation; (ii) has an effective means for employees of the Company and its subsidiaries to report violations of laws, rules, regulations or the Company’s Code of Ethics for Management Personnel, including Senior Financial Officers or its Standards of Conduct; and (iii) does not allow retaliation for any such reports made in good faith and communicates this nonretaliation policy effectively to the employees of the Company and its subsidiaries.

9.  Compliance Procedures.  Directors should communicate any suspected violations of this Code promptly to the Chairman of the Nominating and Governance Committee of the Board.  Violations will be investigated by the Board or by a person or persons designated by the Board, and appropriate action will be taken in the event of any violations of this Code.

10.  Annual Certification.  Directors will annually sign a confirmation that they have read and will comply with this Code.

11.  Amendment.  This Code may be amended by the Board, subject to the applicable disclosure and other provisions of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the applicable rules of the New York Stock Exchange.

Board Approved: August 8, 2014

4

EX-21.1

Exhibit 21.1

CAMERON INTERNATIONAL CORPORATION -- SUBSIDIARIES & JOINT VENTURES

(Active as of December 31, 2014)

Cameron International Corporation (Delaware) -- Parent - 100	State/Country of Incorporation or Organization
Angola Oilfield Equipment Limited	Cayman Islands
Axsia Holdings Limited	United Kingdom
Axsia Howmar Limited	United Kingdom
Axsia Serck Baker Nigeria Ltd.	Nigeria
Beltway 8 Insurance Ltd.	Bermuda
Bergen Engineering AS	Norway
Bohai Cameron Flow Control Equipment (Tianjin) Co., Ltd.	China
Cairntoul Well Equipment Services Limited	Scotland
Cairnwell Management Services Limited	Scotland
Cameron (B) Sdn Bhd	Brunei
Cameron (Gaomi) Systems Co., Ltd.	China
Cameron (Holding) Corp.	USA (Nevada)
Cameron (Malaysia) Sdn Bhd	Malaysia
Cameron (Shenzhen) Systems Co., Ltd.	China
Cameron (Singapore) Pte. Ltd.	Singapore
Cameron (Thailand) Ltd.	Thailand
Cameron (Trinidad) Limited	Trinidad and Tobago
Cameron Al Rushaid Limited Company	Saudi Arabia
Cameron Algerie S.á.r.l.	Algeria
Cameron Angola - Prestaçao de Serviços, Limitada	Angola
Cameron Angola LLC	USA (Delaware)
Cameron APME Holding Pty Ltd	Australia
Cameron Argentina S.A.I.C.	Argentina
Cameron Australasia Pty. Ltd.	Australia
Cameron B.V.	Netherlands
Cameron Beijing Commercial Co., Ltd.	China
Cameron Canada Corporation	Canada (Nova Scotia)
Cameron Cayman Limited	Cayman Islands
Cameron Cayman II Limited	Cayman Islands
Cameron Colombia LLC	USA (Delaware)
Cameron Colombia Ltda	Colombia
Cameron de Mexico S.A. de C.V.	Mexico
Cameron Egypt LLC	Egypt
Cameron Energy Services B.V.	Netherlands
Cameron Energy Services International, Inc.	USA (Ohio)
Cameron Euro Automation Center B.V.	Netherlands

Cameron Flow Control Services (UK) Limited	United Kingdom
Cameron Flow Control Technology (UK) Limited	United Kingdom
Cameron Flow Control Technology Cayman Limited	Cayman Islands
Cameron Flow Control Technology GmbH	Germany
Cameron Flow Control Technology Nigeria Limited	Nigeria
Cameron Foreign Holdings Corp.	USA (Delaware)
Cameron France, S.A.S.	France
Cameron Gabon, S.A.	Gabon
Cameron Global Holdings LP	Canada (Ontario)
Cameron Gulf Services LLC	Oman
Cameron Holding (Dutch) B.V.	Netherlands
Cameron Inc.	USA (Louisiana)
Cameron Industries Limited	United Kingdom
Cameron International Holding B.V.	Netherlands
Cameron International Holding Corp.	USA (Nevada)
Cameron Investment Holding LLC	Russia
Cameron Ireland Holding Company	Ireland
Cameron Ireland Limited	Ireland
Cameron Italy Holding S.r.l.	Italy
Cameron Italy S.R.L.	Italy
Cameron Japan Ltd.	Japan
Cameron Korea Limited	Korea
Cameron Lux APME SARL	Luxembourg
Cameron Lux AUD SARL	Luxembourg
Cameron Lux BRL II SARL	Luxembourg
Cameron Lux CAD SARL	Luxembourg
Cameron Lux EUR SARL	Luxembourg
Cameron Lux GBP SARL	Luxembourg
Cameron Lux Global Finance SARL	Luxembourg
Cameron Lux I SARL	Luxembourg
Cameron Lux II SARL	Luxembourg
Cameron Lux IV SARL	Luxembourg
Cameron Lux MXN SARL	Luxembourg
Cameron Lux MYR SARL	Luxembourg
Cameron Lux NOK SARL	Luxembourg
Cameron Lux USD SARL	Luxembourg
Cameron Lux V SARL	Luxembourg
Cameron Manufacturing (India) Private Limited	India
Cameron Middle East FZE	United Arab Emirates
Cameron Middle East Ltd.	Cayman Islands
Cameron Netherlands B.V. (8.26% held by Cameron Holding (Dutch) BV)	Netherlands
Cameron Nigeria LLC	USA (Delaware)

2

Cameron Norge AS	Norway
Cameron Norge Holding AS	Norway
Cameron Pension Trustee Limited	United Kingdom
Cameron Petroleum (UK) Limited	United Kingdom
Cameron Petroleum Equipment Group, Inc.	USA (Delaware)
Cameron Petroleum Investments Limited	United Kingdom
Cameron Poland sp. zo.o.	Poland
Cameron Products Limited	United Kingdom
Cameron Products Ltd.	Cayman Islands
Cameron Resources Inc.	USA (Delaware)
Cameron Rig Solutions Canada Ltd.	Canada (Alberta)
Cameron Rig Solutions, Inc.	USA (Texas)
Caméron România S.R.L.	Romania
Cameron Russia Ltd.	Cayman Islands
Cameron Sense (China) Company Limited	China
Cameron Sense AS	Norway
Cameron Sense Pte. Ltd.	Singapore
Cameron Services International Pty Ltd	Australia
Cameron Services Middle East LLC	Oman
Cameron Services Russia Ltd.	Cayman Islands
Cameron Solutions Inc.	USA (Delaware)
Cameron Solutions Sdn Bhd	Malaysia
Cameron Subsea Holding C.V.	Netherlands
Cameron Subsea IP Limited	Ireland
Cameron Systems (Ireland) Limited	Ireland
Cameron Systems AS	Norway
Cameron Systems de Venezuela, S.A.	Venezuela
Cameron Systems Limited	United Kingdom
Cameron Systems S.R.L.	Italy
Cameron Systems Shanghai Co., Ltd.	China
Cameron Technologies UK Limited	United Kingdom
Cameron Technologies US, Inc.	USA (Delaware)
Cameron Technologies, Inc.	USA (Delaware)
Cameron Tecnologia de Controle de Fluxo Ltda	Brazil
Cameron V&M Financing LLC	USA (Delaware)
Cameron Valves - Trading and Industrial Services, Sociedad Unipessoal LDA	Portugal
Cameron Valves & Measurement West Africa Limited	Nigeria
Cameron Venezolana, S.A.	Venezuela
Cameron Village LLC	USA (Delaware)
Cameron Wellhead Services, LLC	USA (Nevada)
Cameron West Coast Inc.	USA (California)
Cameron/Curtiss-Wright EMD LLC	USA (Delaware)

3

Canada Tiefbohrgeräte und Maschinenfabrik GmbH	Austria
CIC Oilfield Services LLC	USA (Delaware)
Compression Services Company	USA (Ohio)
Connor Sales Company, Inc.	USA (North Dakota)
Cooper Cameron Corporation Sdn Bhd	Malaysia
Cooper Cameron Foreign Sales Company Ltd.	Barbados
Cooper Cameron Libya Limited	Malta
Diamould Limited	United Kingdom
Douglas Chero S.p.A.	Italy
Douglas Holding SRL	Italy
EAB Engineering AS	Norway
Flow Control-Tati Production Sdn. Bhd.	Malaysia
Fluid Processing (L) Bhd	Labuan
Fluid Processing Sdn Bhd	Malaysia
Geographe Energy Singapore Pte Ltd	Singapore
I.C.I. Artificial Lift Inc.	Canada (Alberta)
International Valves Limited	United Kingdom
Jiskoot Holdings Limited	United Kingdom
Jiskoot Limited	United Kingdom
LeTourneau Technologies Asia Pte. Ltd.	Singapore
LeTourneau Technologies Middle East FZE	United Arab Emirates
Linco-Electromatic, Inc.	USA (Texas)
Luster Mekaniske Industri AS	Norway
Maskinering og Sveiseservice AS	Norway
NATCO Al Rushaid Middle East Ltd.	Saudi Arabia
NATCO Canada, ULC	Canada (Alberta)
NATCO Group Inc.	USA (Delaware)
NATCO Holdings LLC	USA (Delaware)
NATCO Luxembourg SARL	Luxembourg
Newco Valves, LLC	USA (Texas)
Newmans (Yancheng) Cast Steel Ltd.	China
Newmans (Yancheng) Valve Manufacturing Ltd.	China
Newmans International Ltd.	China (Hong Kong)
Newmans Shanghai Trading Ltd.	China
Newmans SRL	Italy
Newmans Valve Australia Pty	Australia
Newmans Valves Limited	Canada
NTC Technical Services Sdn. Bhd.	Malaysia
NuFlo Finance and Royalty Company	USA (Delaware)
OneSubsea Angola Holding LLC	USA (Delaware)
OneSubsea Australia Holdings Pty Ltd	Australia
OneSubsea Australia Pty Ltd	Australia

4

OneSubsea B.V.	Netherlands
OneSubsea Canada ULC	Canada (Alberta)
OneSubsea do Brasil Serviços Submarinos Ltda.	Brazil
OneSubsea German Holdings GmbH	Germany
OneSubsea GmbH	Germany
OneSubsea Holding Cayman Limited	Cayman Islands
OneSubsea Holding II Cayman Limited	Cayman Islands
OneSubsea Holding Limited	Cayman Islands
OneSubsea Investments UK Limited	United Kingdom
OneSubsea IP UK Limited	United Kingdom
OneSubsea LLC	USA (Delaware)
OneSubsea Lux AUD SARL	Luxembourg
OneSubsea Lux BRL SARL	Luxembourg
OneSubsea Lux EUR SARL	Luxembourg
OneSubsea Lux GBP SARL	Luxembourg
OneSubsea Lux German Holdings SARL	Luxembourg
OneSubsea Lux NOK SARL	Luxembourg
OneSubsea Lux SARL	Luxembourg
OneSubsea Lux USD SARL	Luxembourg
OneSubsea Malaysia Systems Sdn Bhd	Malaysia
OneSubsea Offshore Engineering Limited	United Kingdom
OneSubsea Offshore Systems Nigeria Limited	Nigeria
OneSubsea Operations Limited	United Kingdom
OneSubsea Processamento do Brasil Ltda.	Brazil
OneSubsea Processing AS	Norway
OneSubsea Processing Asia Pacific Sdn. Bhd.	Malaysia
OneSubsea Processing Inc.	USA (Texas)
OneSubsea Processing UK Limited	Scotland
OneSubsea UK Limited	United Kingdom
Petreco International (Middle East) Limited	United Kingdom
Petreco-KCC Holding, Inc.	USA (Delaware)
Pressure Peak for Oil Equipment and Devices Services and General Trading LLC	Iraq
Process Analytical Applications, Inc.	USA (Texas)
PT Cameron Services International	Indonesia
PT Cameron Systems	Indonesia
Riyan Cameron (B) Sendirian Berhad	Brunei
SBS Immobilienentwicklung und -verwertungs GmbH	Austria
SBS Oilfield Equipment GmbH	Austria
Sense DrillFab AS	Norway
Sequel Holding, Inc.	USA (Delaware)
Servicios TTS Sense Tihuatian S.A. de C.V.	Mexico
ShanDong Cameron Petroleum Equipment, Ltd.	China

5

TEST Saudi Arabia Ltd.	Saudi Arabia
TPS (Technical Petroleum Services) Nigeria Limited	Nigeria
TTS Sense - Industria, Comercio e Servicos em Petroleo Ltda.	Brazil
TTS Sense Mexico S.A. de C.V.	Mexico
TTS Sense Mud BV	Netherlands
Vescon Equipamentos Industriais Ltda.	Brazil

6

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of Cameron International Corporation of our reports dated February 20, 2015, with respect to the consolidated financial statements and schedule of Cameron International Corporation, and the effectiveness of internal control over financial reporting of Cameron International Corporation, included in this Annual Report (Form 10-K) of Cameron International Corporation for the year ended December 31, 2014.

Registration Statement No.	Purpose
No. 33-95002 No. 333-192044	Form S-8 Registration Statement pertaining to the Cameron International Corporation Retirement Savings Plan
No. 333-57991	Form S-8 Registration Statement pertaining to the Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron  Corporation  Buffalo, New York Plant
No. 333-128414 No. 333-136900 No. 333-191393	Form S-8 Registration Statement pertaining to the Cameron International Corporation Equity Incentive Plan
No. 333-151838	Form S-3ASR Registration Statement pertaining to the Cameron International Corporation $750 Million Ten-year and Thirty-year Unsecured Senior Notes
No. 333-156712	Form S-8 Registration Statement pertaining to the Cameron International Corporation Deferred Compensation Plan for Non-Employee Directors
No. 333-156712 No. 333-192043	Form S-8 Registration Statement pertaining to the Cameron International Corporation Nonqualified Deferred Compensation Plan
No. 333-178708	Form S-3 ASR Registration Statement pertaining to the Cameron International Corporation Shelf Registration of Securities
No. 333-189589	Form S-8 Registration Statement pertaining to the OneSubsea LLC Retirement Savings Plan and the OneSubsea LLC Nonqualified Deferred Compensation Plan

/s/ Ernst & Young LLP

Houston, Texas

February 20, 2015

EX-31.1

Exhibit 31.1

Cameron International Corporation and Subsidiaries

Certification

I, Jack B. Moore, certify that:

1. I have reviewed this annual report on Form 10-K of Cameron International Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 20, 2015

/s/ Jack B. Moore

Name: Jack B. Moore

Title: Chairman of the Board & Chief Executive Officer

EX-31.2

Exhibit 31.2

Cameron International Corporation and Subsidiaries

Certification

I, Charles M. Sledge, certify that:

1. I have reviewed this annual report on Form 10-K of Cameron International Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 20, 2015

By:	/s/ Charles M. Sledge
	Charles M. Sledge
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K for the year ended December 31, 2014 of Cameron International Corporation (the Company) as filed with the Securities and Exchange Commission on the date hereof (the Report), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 20, 2015

	/s/ Jack B. Moore
Name:	Jack B. Moore
Title:	Chairman of the Board and Chief Executive Officer
	/s/ Charles M. Sledge
Name:	Charles M. Sledge
Title:	Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cameron International Corporation and will be retained by Cameron International Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Note: The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.

XML

Plant and Equipment, Goodwill and Intangibles (Tables)

12 Months Ended

Dec. 31, 2014

Plant and Equipment, Goodwill and Intangibles [Abstract]

Plant and equipment

Plant and equipment consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Land and land improvements	$	130		$	132
Buildings		726			744
Machinery and equipment		1,682			1,662
Tooling, dies, patterns, etc.		179			208
Office furniture & equipment		212			210
Capitalized software		370			348
Assets under capital leases		120			107
Construction in progress		127			231
All other		34			28
		3,580			3,670
Accumulated depreciation		(1,616	)		(1,633	)
Total plant and equipment, net	$	1,964		$	2,037

Changes in goodwill

Changes in goodwill during 2014 were as follows:

(dollars in millions)	Subsea			Surface			Drilling			Valves & Measurement			Discontinued Operations			Total
Balance at December 31, 2013	$	1,654		$	199		$	505		$	318		$	249		$	2,925
Discontinued operations		–			–			–			–			(249	)		(249	)
Impairment		–			(40	)		–			–			–			(40	)
Acquisitions		–			20			–			–			–			20
Adjustments to the purchase price allocation for prior year acquisitions		19			–			–			(1	)		–			18
Translation effect of currency changes and other		(197	)		(6	)		(4	)		(6	)		–			(213	)
Balance at December 31, 2014	$	1,476		$	173		$	501		$	311		$	–		$	2,461

Intangibles

Intangibles consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Customer relationships	$	459		$	519
Patents and technology		382			426
Trademarks		68			69
Noncompete agreements, engineering drawings and other		80			103
		989			1,117
Accumulated amortization		(261	)		(213	)
Total intangibles, net	$	728		$	904

Amortization expense associated with the Company’s amortizable intangibles recorded as of December 31, 2014 is expected to approximate $45 million, $45 million, $44 million, $42 million, and $38 million for the years ending December 31, 2015, 2016, 2017, 2018 and 2019, respectively.

XML

Discontinued Operations (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012	Aug. 18, 2014	Jun. 01, 2014
Results of Operations [Abstract]
Revenues	$ 428		$ 701	$ 707
Cost of sales (excluding depreciation and amortization)	(306)		(498)	(503)
All other costs	(94)		(105)	(108)
Gain on sale of Reciprocating Compression business, before tax	95		0	0
Income before income taxes	123		98	96
Income tax provision	(97)		(33)	(30)
Income from discontinued operations, net of income taxes	26		65	66
Gain on the sale [Abstract]
Pre-tax gain	95		0	0
Gain on sale	95		0	0
Discontinued operation, balance sheet disclosures [Abstract]
Nondeductible goodwill	192
Centrifugal Compression business [Member]
Discontinued Operations [Line Items]
Cash consideration					850
Results of Operations [Abstract]
Revenues	85
Net assets sold [Abstract]
Accounts receivable	37
Inventory	86
Goodwill	35
Assets of discontinued operations	217
Discontinued operation, balance sheet disclosures [Abstract]
Receivables, net	37
Inventories, net	86
Other current assets	14
Plant and equipment, net	45
Goodwill	35
Assets of discontinued operations	217
Accounts payable, accrued and other current liabilities	89
Other long-term liabilities	1
Liabilities of discontinued operations	90
Reciprocating Compression business [Member]
Discontinued Operations [Line Items]
Cash consideration						550
Results of Operations [Abstract]
Gain on sale of Reciprocating Compression business, before tax	95
Gain on the sale [Abstract]
Sales price	550
Net assets sold	(442)
Transaction and other costs associated with the sale	(13)
Pre-tax gain	95
Tax provision	(88)	[1]
Gain on sale	7
Net assets sold [Abstract]
Accounts receivable	79
Inventory	122
Goodwill	214
All other	27
Assets of discontinued operations	442
Discontinued operation, balance sheet disclosures [Abstract]
Receivables, net	79
Inventories, net	122
Goodwill	214
Assets of discontinued operations	$ 442

[1] The tax provision associated with the gain on the sale of the Reciprocating Compression business was approximately $88 million, which was impacted by nondeductible goodwill of approximately $192 million included in the total net assets sold.

XML

Business Segments (Tables)

12 Months Ended

Dec. 31, 2014

Business Segments [Abstract]

Summary financial data by segment

Summary financial data by segment follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Revenues:
Subsea	$	3,067		$	2,813		$	2,061
Surface		2,411			2,077			1,859
Drilling		3,049			2,327			1,807
V&M		2,125			2,105			2,168
Elimination of intersegment revenues		(271	)		(184	)		(100	)
Consolidated revenues	$	10,381		$	9,138		$	7,795
Depreciation and amortization:
Subsea	$	113		$	85		$	57
Surface		126			106			85
Drilling		60			60			46
V&M		49			47			50
Consolidated depreciation and amortization	$	348		$	298		$	238
Segment operating income before interest and income taxes:
Subsea	$	207		$	152		$	72
Surface		427			367			315
Drilling		474			311			329
V&M		393			414			396
Elimination of intersegment earnings		(74	)		(35	)		(21	)
Segment operating income before interest and income taxes		1,427			1,209			1,091
Corporate items:
Corporate expenses		(145	)		(162	)		(126	)
Interest, net		(129	)		(100	)		(90	)
Other costs		(73	)		(92	)		(33	)
Consolidated income from continuing operations before income taxes	$	1,080		$	855		$	842
Capital expenditures:
Subsea	$	70		$	80		$	82
Surface		125			156			132
Drilling		38			111			97
V&M		49			58			30
Corporate		96			102			69
Discontinued operations		7			13			17
Consolidated capital expenditures	$	385		$	520		$	427
Total assets:
Subsea	$	5,571		$	5,897		$	3,364
Surface		2,756			2,705			2,307
Drilling		3,011			3,076			2,413
V&M		1,633			1,765			1,743
Corporate		581			844			1,376
Discontinued operations		217			616			615
Elimination of intersegment investments		(877	)		(654	)		(660	)
Consolidated total assets	$	12,892		$	14,249		$	11,158

Customer revenue by shipping location and long-lived assets by country

Customer revenue by shipping location and long-lived assets by country were as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
Revenues:
United States	$	4,689	$	4,311	$	4,058
United Kingdom		964		822		612
Other foreign countries		4,728		4,005		3,125
Total revenues	$	10,381	$	9,138	$	7,795

	December 31,
(dollars in millions)	2014		2013		2012
Long-lived assets:
United States	$	2,367	$	2,670	$	2,532
United Kingdom		219		197		170
Other foreign countries		2,567		2,999		1,323
Total long-lived assets	$	5,153	$	5,866	$	4,025

XML

Summary of Non-cash Operating, Investing and Financing Activities (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Summary of Non-cash Operating, Investing and Financing Activities [Abstract]
Tax benefit of stock compensation plan transactions	$ 6	$ 10	$ 12
Change in fair value of derivatives accounted for as cash flow hedges, net of tax	(76)	14	10
Actuarial gain (loss), net, related to defined benefit pension and postretirement benefit plans	$ (35)	$ 13	$ (34)

XML

Acquisitions and OneSubsea (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2013	Dec. 31, 2012 Acquisition	Mar. 31, 2012
Business Acquisition [Line Items]
Proceeds from Joint venture contribution	$ 600
Summary of preliminary purchase price allocation [Abstract]
Goodwill	2,461	2,925
Taxes paid	353	329	240
One Subsea [Member]
Summary of preliminary purchase price allocation [Abstract]
Cash, including cash acquired		3
Goodwill		1,000
One Subsea [Member] | Cameron [Member]
Business Acquisition [Line Items]
Percentage of company acquired (in hundredths)	60.00%
Summary of preliminary purchase price allocation [Abstract]
Taxes paid		80
One Subsea [Member] | Schlumberger [Member]
Business Acquisition [Line Items]
Percentage of company acquired (in hundredths)	40.00%
Douglas Chero's [Member]
Business Acquisition [Line Items]
Cash purchase price for company's acquired				20
2012 Acquisitions [Member]
Business Acquisition [Line Items]
Cash purchase price for company's acquired					40
Business acquisitions completed during the period, number (in number of acquisitions)					2
Summary of preliminary purchase price allocation [Abstract]
Goodwill			250		250
Preliminary goodwill deductible for income tax purposes			28		28
Elco [Member]
Business Acquisition [Line Items]
Cash purchase price for company's acquired						61
Percentage of company acquired (in hundredths)						100.00%
Business combination, reason for business combination						Elco was purchased to strengthen the Company's wellhead product and service offerings and has been included in the DPS segment since the date of acquisition.
TTS [Member]
Business Acquisition [Line Items]
Cash purchase price for company's acquired			$ 248

XML

Unaudited Quarterly Operating Results (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Unaudited Quarterly Operating Results [Abstract]
Revenues	$ 2,804	$ 2,678	$ 2,570	$ 2,329	$ 2,731	$ 2,317	$ 2,134	$ 1,956	$ 10,381	$ 9,138	$ 7,795
Revenues less cost of sales (exclusive of depreciation and amortization)	795	763	720	639	758	668	620	574
Other costs (credits)	11	19	(6)	49	11	14	36	31
Net income	262	238	233	115	243	192	140	149	848	724	751
Net income attributable to noncontrolling interests	8	13	12	4	22	3	0	0	37	25	0
Net income attributable to Cameron stockholders	$ 254	$ 225	$ 221	$ 111	$ 221	$ 189	$ 140	$ 149	$ 811	$ 699	$ 751
Earnings per share attributable to Cameron stockholders: [Abstract]
Basic earnings per share (in dollars per share)	$ 1.30	$ 1.12	$ 1.08	$ 0.51	$ 0.96	$ 0.78	$ 0.57	$ 0.60	$ 3.98	$ 2.89	$ 3.05
Diluted earnings per share (in dollars per share)	$ 1.28	$ 1.11	$ 1.08	$ 0.51	$ 0.94	$ 0.78	$ 0.57	$ 0.60	$ 3.96	$ 2.87	$ 3.03

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2014

Stockholders' Equity [Abstract]

Changes in number of shares in stockholders' equity

Changes in the number of shares of the Company’s outstanding stock for the last three years were as follows:

	Common Stock		Treasury Stock			Shares Outstanding
Balance - December 31, 2011		263,111,472		(17,579,397	)		245,532,075
Purchase of treasury stock		–		(412,800	)		(412,800	)
Stock issued under stock compensation plans		–		1,576,861			1,576,861
Balance - December 31, 2012		263,111,472		(16,415,336	)		246,696,136
Purchase of treasury stock		–		(26,955,623	)		(26,955,623	)
Stock issued under stock compensation plans		–		1,687,795			1,687,795
Balance - December 31, 2013		263,111,472		(41,683,164	)		221,428,308
Purchase of treasury stock		–		(27,970,492	)		(27,970,492	)
Stock issued under stock compensation plans		–		1,514,629			1,514,629
Balance - December 31, 2014		263,111,472		(68,139,027	)		(194,972,445	)

XML

Summary of Major Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Summary of Major Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation — These consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Investments in affiliated companies are accounted for using the equity method when we are able to exert significant influence over the operations of the investee.

Estimates in Financial Statements

Estimates in Financial Statements — Preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, estimates of total contract profit or loss on certain long-term production contracts, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, contingencies (including tax contingencies, estimated liabilities for litigation exposures and liquidated damages), estimated warranty costs, estimates related to pension accounting, estimates used to determine fair values in purchase accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill for impairment and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets. Actual results could differ materially from these estimates.

Revenue Recognition

Revenue Recognition — The Company generally recognizes revenue, net of sales taxes, related to products, services or rental arrangements once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or the customer has taken title and risk of loss or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For engineering, procurement and construction-type contracts, revenue is generally reported on the percentage-of-completion method of accounting. Progress is primarily measured by the completion of milestones; however, progress for specific types of subsea and drilling systems contracts, which differ from our other contracts, is measured by the ratio of actual costs incurred to date on the project in relation to total estimated project costs.  Both methods require the Company to make estimates regarding the total costs of the project, which impacts the amount of gross margin the Company recognizes in each reporting period. Under the percentage-of-completion method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in accounting for contracts. All known or anticipated losses on contracts are provided for in the period they become evident. Revenues and gross profit on contracts can be significantly affected by change orders that may be approved subsequent to completion of related work. If it is not probable that costs will be recovered through a change in contract price, the costs attributable to change orders are treated as contract costs without incremental revenue. If it is probable that costs will be recovered through a change order, the costs are treated as contract costs and contract revenue is recognized to the extent of the lesser of the amounts management expects to recover or the costs expected to be incurred.

Approximately 31%, 31% and 26% of the Company’s revenues for the years ended December 31, 2014, 2013 and 2012, respectively, were recognized under the percentage-of-completion method.

Shipping and Handling Costs

Shipping and Handling Costs — Shipping and handling costs are reflected in the caption entitled “Cost of sales (exclusive of depreciation and amortization shown separately below)” in the accompanying Consolidated Results of Operations statements.

Cash Equivalents and Short-Term Investments

Cash Equivalents and Short-Term Investments — Cash equivalents consist of highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase.  Short-term investments consist primarily of commercial paper, U.S. Treasury securities, U.S. non-governmental agency asset-backed securities and corporate debt obligations that have maturities of more than three months but less than one year.  All of our short-term investments are classified as available-for-sale and recorded at fair value, with unrealized holding gains and losses recorded as a component of accumulated other comprehensive income (loss).

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses expected to result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience, the length of time an invoice has been outstanding, responses from customers relating to demands for payment and the current and projected financial condition of specific customers.

Inventories

Inventories — Aggregate inventories are carried at the lower of cost or market. On the basis of current costs, 54% of inventories at December 31, 2014 and 49% at December 31, 2013 are carried on the last-in, first-out (LIFO) method. For these locations, the use of LIFO results in a better matching of costs and revenues. The remaining inventories, which are generally located outside the United States and Canada, are carried on the first-in, first-out (FIFO) method. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value.

Plant and Equipment

Plant and Equipment — Property, plant and equipment, both owned and under capital lease, are carried at cost. Maintenance and repair costs are expensed as incurred. The cost of renewals, replacements and betterments is capitalized. The Company capitalizes software developed or obtained for internal use. Accordingly, the cost of third-party software, as well as the cost of third-party and internal personnel that are directly involved in application development activities, are capitalized during the application development phase of new software systems projects. Costs during the preliminary project stage and post-implementation stage of new software systems projects, including data conversion and training costs, are expensed as incurred. Depreciation and amortization is provided over the estimated useful lives of the related assets, or in the case of assets under capital leases, over the related lease term, if less, using the straight-line method. The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated Useful Lives
Buildings and leasehold improvements	10-40 years
Machinery, equipment and tooling	3-18 years
Office furniture, software and other	3-10 years

Goodwill and Intangible Assets

Goodwill and Intangible Assets — Cameron allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities, based on their estimated fair values.  The Company also typically allocates a portion of the purchase price to identifiable intangible assets, such as noncompete agreements, trademarks, trade names, patents, technology, customer relationships and backlog using various widely accepted valuation techniques such as discounted future cash flows and the relief-from-royalty and excess earnings methods.  Each of these methods involves level 3 unobservable market inputs.  Any remaining excess of cost over allocated fair values is recorded as goodwill.  On larger acquisitions, Cameron will typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets.  Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, royalty rates for use of assets, economic lives and the selection of a discount rate.

The Company reviews the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require that the Company estimate the fair value of each of its reporting units annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment of goodwill is required.  The estimated fair value of each reporting unit for the 2014, 2013 and 2012 evaluations was determined using discounted future expected cash flows (level 3 unobservable inputs) consistent with the accounting guidance for fair-value measurements. Certain estimates and judgments are required in the application of the fair value models, including, but not limited to, estimates of future cash flows and the selection of a discount rate.  At December 31, 2014, the Company’s reporting units for goodwill impairment evaluation purposes were the OneSubsea, Process Systems, Surface, Drilling, Valves and Measurement businesses. Prior to the fourth quarter of 2014, there were five reporting units within the V&M segment (now combined into two reporting units based on changes in management’s reporting structure during the fourth quarter of 2014).  Those reporting units included $311 million of goodwill.  The Company performed a goodwill impairment test before and after the change in V&M’s reporting units and concluded there was no impairment.

Generally, the Company conducts its goodwill impairment review during the first quarter of each annual period.  Due to the significant drop in commodity prices during the latter half of 2014 and the reorganization of the Company’s reporting structure, as described above, the Company made an additional evaluation of goodwill for impairment during the fourth quarter of 2014 based upon macro factors that existed at that point in time.  The fair value of our Process Systems reporting unit was estimated to be 10% to 15% higher than its carrying value as part of that evaluation.  The estimated fair value for Process Systems was based on forecasted timing and success in receiving new major project awards in 2015 and beyond, the pricing and profitability of those new awards and further improvements in revenue growth and profitability rates from those achieved historically.  Should our expectations prove to be incorrect due to (i) further declines in oil and gas prices and continued instability in the worldwide energy markets, (ii)  unanticipated delays occurring in project awards, including unplanned project cancellations, or, (iii) an increase in interest rates, our prior estimates of future earnings, cash flows and fair value of the Process Systems business would be negatively impacted, which could lead to an impairment of goodwill for that reporting unit, possibly even as early as our annual evaluation during the first quarter of 2015.  Goodwill associated with the Process Systems reporting unit at December 31, 2014 was approximately $571 million.

The Company’s intangible assets, excluding goodwill, represent purchased patents, trademarks, customer relationships and other identifiable intangible assets. The majority of intangible assets are amortized on a straight-line basis over the years expected to be benefited, generally ranging from 5 to 28 years. Such intangibles are tested for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. As many areas of the Company’s business rely on patents and proprietary technology, it has followed a policy of seeking patent protection both inside and outside the United States for products and methods that appear to have commercial significance. The costs of developing any intangibles internally, as well as costs of defending such intangibles, are expensed as incurred. No material impairment of intangible assets was required during the years ended December 31, 2014, 2013 or 2012, except as reflected in Note 4 of the Notes to Consolidated Financial Statements.

Long-Lived Assets

Long-Lived Assets — In accordance with accounting rules for the impairment or disposal of long-lived assets, such assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Assets are classified as held for sale when the Company has a plan, approved by the appropriate levels of management, for disposal of such assets and those assets are stated at the lower of carrying value or estimated fair value less estimated costs to sell.  No material impairment of long-lived assets was required during the years ended December 31, 2014, 2013 or 2012.

Product Warranty

Product Warranty— Estimated warranty costs are accrued either at the time of sale based upon historical experience or, in some cases, when specific warranty problems are encountered. Adjustments to the recorded liability are made periodically to reflect actual experience.

Contingencies

Contingencies — The Company accrues for costs relating to litigation when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties, amounts specified by contract, amounts designated by legal statute or management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known.

Income Taxes

Income Taxes— The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Income tax expense includes U.S. and foreign income taxes, including U.S. federal taxes on undistributed earnings of foreign subsidiaries to the extent such earnings are planned to be remitted. Taxes are not provided on the translation component of comprehensive income since the effect of translation is not considered to modify the amount of the earnings that are planned to be remitted.

A valuation allowance is provided to offset any net deferred tax asset, if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  Interest related to accruals for uncertain tax positions is reflected as a component of interest expense in the Consolidated Results of Operations statement. Penalties on a tax position taken by the Company are reflected as a component of income tax expense in the Consolidated Results of Operations statement. See Note 13 of the Notes to Consolidated Financial Statements for further discussion of the Company’s income taxes.

Environmental Remediation and Compliance

Environmental Remediation and Compliance — Environmental remediation and postremediation monitoring costs are accrued when such obligations become probable and reasonably estimable. Such future expenditures are not discounted to their present value.

Pension and Postretirement Benefits Accounting

Pension and Postretirement Benefits Accounting— The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its Consolidated Balance Sheets.  The measurement date for all of the Company’s plans was December 31, 2014.  See Note 9 of the Notes to Consolidated Financial Statements for further information.

Stock-Based Compensation

Stock-Based Compensation— At December 31, 2014, the Company had grants outstanding under various stock-based employee compensation plans, which are described in further detail in Note 10 of the Notes to Consolidated Financial Statements. Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by accounting rules on stock compensation. Under this guidance, the fair value of stock option grants and restricted stock unit awards is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining employee service period.

Derivative Financial Instruments

Derivative Financial Instruments— The Company recognizes all derivative financial instruments as assets and liabilities on a gross basis and measures them at fair value.  Hedge accounting is only applied when the derivative is deemed highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other elements of comprehensive income (loss) until the underlying transactions are recognized in earnings, at which time any deferred hedging gains or losses are reclassified to earnings in the same income statement caption as impacted by the hedged item. Any ineffective portion of the change in the fair value of a derivative used as a cash flow hedge is recorded in earnings as incurred. The amounts recorded in earnings from ineffectiveness for the years ended December 31, 2014, 2013 and 2012 have not been material. The Company may at times also use forward or option contracts to hedge certain other foreign currency exposures. These contracts are not designated as hedges under the accounting guidance described above.  Therefore, the changes in fair value of these contracts are recognized in earnings as they occur and offset gains or losses on the related exposures.

Foreign Currency

Foreign Currency — For most subsidiaries and branches outside the U.S., the local currency is the functional currency.  The financial statements of these subsidiaries and branches are translated into U.S. dollars as follows: (i) assets and liabilities at year-end exchange rates; (ii) income and expenses at monthly average exchange rates or exchange rates in effect on the date of the transaction; and (iii) stockholders’ equity at historical exchange rates. For those subsidiaries where the local currency is the functional currency, the resulting translation adjustment is recorded as a component of accumulated other elements of comprehensive income (loss) in the accompanying Consolidated Balance Sheets.

For certain other subsidiaries and branches, operations are conducted primarily in currencies other than the local currencies, which are therefore the functional currency. Non-functional currency monetary assets and liabilities are remeasured at ending exchange rates. Revenue, expense and gain and loss accounts of these foreign subsidiaries and branches are remeasured at average exchange rates or exchange rates in effect on the date of the transaction. Non-functional currency non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are remeasured at historical rates.

Foreign currency gains and losses arising from monetary transactions denominated in a currency other than the functional currency of the entity involved are included in income. The effects of foreign currency transactions were a gain of $22 million for the year ended December 31, 2014, a gain of less than $1 million for the year ended December 31, 2013 and a loss of $12 million for the year ended December 31, 2012.

Reclassifications and Revisions

Reclassifications and Revisions — Certain prior year amounts have been reclassified to conform to the current year presentation.

XML

Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Allowance for Doubtful Accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	$ 21		$ 8		$ 10
Additions Charged to cost and expense	10		14		1
Charged to other accounts	8		0		0
Deductions (a)	(5)	[1]	(1)	[1]	(3)	[1]
Translation	(2)		0		0
Balance at end of period	32		21		8
Allowance for obsolete and excess inventory [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	109		89		82
Additions Charged to cost and expense	65		28		21
Charged to other accounts	(3)		4		(2)
Deductions (a)	(21)	[1]	(12)	[1]	(12)	[1]
Translation	(5)		0		0
Balance at end of period	$ 145		$ 109		$ 89

[1] Discontinued operations, write-offs of uncollectible receivables, deductions for collections of previously reserved receivables and write-offs of obsolete inventory.

XML

Derivative Contracts (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Buy Euro [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	$ 214
Buy Malaysian ringgit [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	428
Buy Norwegian krone [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	1,016
Buy Pound Sterling [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	115
Buy U.S. dollar [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	60
Buy U.S. dollar [Member] | Foreign exchange option contracts [Member]
Derivative [Line Items]
Notional Amount	87
Sell Euro [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(11)
Sell Euro [Member] | Foreign exchange option contracts [Member]
Derivative [Line Items]
Notional Amount	0
Sell Malaysian ringgit [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(29)
Sell Norwegian krone [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(140)
Sell Pound Sterling [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(23)
Sell U.S. dollar [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(682)
2015 [Member] | Buy Euro [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	200
2015 [Member] | Buy Malaysian ringgit [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	377
2015 [Member] | Buy Norwegian krone [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	895
2015 [Member] | Buy Pound Sterling [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	110
2015 [Member] | Buy U.S. dollar [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	60
2015 [Member] | Buy U.S. dollar [Member] | Foreign exchange option contracts [Member]
Derivative [Line Items]
Notional Amount	87
2015 [Member] | Sell Euro [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(10)
2015 [Member] | Sell Euro [Member] | Foreign exchange option contracts [Member]
Derivative [Line Items]
Notional Amount	0
2015 [Member] | Sell Malaysian ringgit [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(29)
2015 [Member] | Sell Norwegian krone [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(96)
2015 [Member] | Sell Pound Sterling [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(22)
2015 [Member] | Sell U.S. dollar [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(635)
2016 [Member] | Buy Euro [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	14
2016 [Member] | Buy Malaysian ringgit [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	51
2016 [Member] | Buy Norwegian krone [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	117
2016 [Member] | Buy Pound Sterling [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	5
2016 [Member] | Buy U.S. dollar [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Buy U.S. dollar [Member] | Foreign exchange option contracts [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Sell Euro [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(1)
2016 [Member] | Sell Euro [Member] | Foreign exchange option contracts [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Sell Malaysian ringgit [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Sell Norwegian krone [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(44)
2016 [Member] | Sell Pound Sterling [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(1)
2016 [Member] | Sell U.S. dollar [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	(47)
2017 [Member] | Buy Euro [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	0
2017 [Member] | Buy Malaysian ringgit [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	0
2017 [Member] | Buy Norwegian krone [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	4
2017 [Member] | Buy Pound Sterling [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	0
2017 [Member] | Buy U.S. dollar [Member] | Foreign exchange forward contracts [Member]
Derivative [Line Items]
Notional Amount	0
2017 [Member] | Buy U.S. dollar [Member] | Foreign exchange option contracts [Member]
Derivative [Line Items]
Notional Amount	$ 0

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Receivables (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Receivables [Abstract]
Trade receivables	$ 1,678	$ 2,015
Costs and estimated earnings in excess of billings on uncompleted contracts	621	582
Other receivables	122	143
Allowance for doubtful accounts	(32)	(21)
Total receivables	$ 2,389	$ 2,719

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Contingencies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014 Site Homeowner Country
Contingencies [Abstract]
Accrued liability for claims of other litigation	$ 17.0
Number of countries where company has legal entities	50
Customs duties, penalties and interest by the government of Brazil	50.0
Number of sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act or similar state law where Company is identified as a potentially responsible party	1
Accrued environmental loss contingencies, noncurrent	3.0
Number of homeowners covered by class action lawsuit settlement on contaminated underground water from Houston manufacturing site (in number of homeowners)	190
Number of homeowners whose property is adjacent to the class area and may be affected by underground water contamination (in number of homeowners)	39
Accrued liability for claims for contaminated underground water from Houston manufacturing site	$ 7.1

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Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 20, 2014
Subsequent Event [Line Items]
Revenues from discontinued operations	$ 428	$ 701	$ 707
Subsequent Event [Member]
Subsequent Event [Line Items]
Date of definitive agreement to sell Reciprocating Compression business				Jan. 20, 2014
Cash consideration				550
Subsequent Event [Member] | Reciprocating Compression business [Member]
Subsequent Event [Line Items]
Revenues from discontinued operations	302
Subsequent Event [Member] | Centrifugal Compression business [Member]
Subsequent Event [Line Items]
Revenues from discontinued operations	$ 398

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Off-Balance Sheet Risk and Guarantees and Concentrations of Credit Risk (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Off Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments [Abstract]
Contingently liable for bank guarantees and standby letters of credit issued on the company's behalf	$ 1,100
Liability to financial institutions for financial letters of credit and other guarantees issued on the Company's behalf	52
Liability for insurance bonds issued on the company's behalf	$ 28

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Business Segments

12 Months Ended

Dec. 31, 2014

Business Segments [Abstract]

Business Segments

Note 16: Business Segments

The Company’s segment reporting changed in 2014 resulting in the business being organized into four segments – Subsea, Surface, Drilling and Valves & Measurement (V&M).  Historical information by segment for 2012 and 2013 has been retrospectively revised to conform to the 2014 presentation.

The Subsea segment includes the operations of OneSubsea, a business jointly owned by Cameron (60%) and Schlumberger (40%).  The Subsea segment delivers integrated solutions, products, systems and services to the subsea oil and gas market, including integrated subsea production systems involving wellheads, subsea trees, manifolds and flowline connectors, subsea processing systems for the enhanced recovery of hydrocarbons, control systems, connectors and services designed to maximize reservoir recovery and extend the life of each field.

The Surface segment provides onshore and offshore platform wellhead systems and processing solutions, including valves, chokes, actuators, Christmas trees and aftermarket services to oil and gas operators.  Rental equipment and artificial lift technologies are also provided, as well as products and services involving shale gas production.

One of the major services provided by the Surface segment is CAMSHALE™ Production Solutions, which specializes in shale gas production.  In this process, intense pressure from fracing fluid (usually a mixture of water and sand) is used to crack surrounding shale.  Once the fractures are made, the water is removed from the well bore and the sand is left behind to hold the fractures open.  Oil and natural gas then moves out of the fractures, into the well bore, and up to the surface.

The Drilling segment provides drilling equipment and aftermarket services to shipyards, drilling contractors, exploration & production operators and rental tool companies.  Products fall into two broad categories: pressure control equipment and rotary drilling equipment and are designed for either onshore or offshore applications.  Such products include drilling equipment packages, blowout preventers (BOPs), BOP control systems, connectors, riser systems, valve and choke manifold systems, topdrives, mud pumps, pipe handling equipment, rig designs and rig kits.

The V&M segment businesses serve portions of the upstream, midstream and downstream markets.  These businesses provide valves and measurement systems that are 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. Products include gate valves, butterfly valves, Orbit® brand rising stem ball valves, double block and bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services as well as measurement equipment products such as totalizers, turbine meters, flow computers, chart recorders, ultrasonic flow meters and sampling systems.

The Company’s primary customers are oil and gas majors, national oil companies, independent producers, engineering and construction companies, drilling contractors, rental companies, geothermal energy and independent power producers, pipeline operators, major chemical, petrochemical and refining companies, natural gas processing and transmission companies, compression leasing companies, durable goods manufacturers, utilities and air separation companies.

The Company markets its equipment through a worldwide network of sales and marketing employees supported by agents and distributors in selected international locations. Due to the extremely technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.

The Company expenses all research and product development and enhancement costs as incurred, or if incurred in connection with a product ordered by a customer, when the revenue associated with the product is recognized. For the years ended December 31, 2014, 2013 and 2012, research and product development expenditures, including amounts incurred on projects designed to enhance or add to its existing product offerings, totaled approximately $128 million, $83 million and $63 million, respectively. The Subsea segment accounted for 58%, 44% and 47% of each respective year’s total costs.

Summary financial data by segment follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Revenues:
Subsea	$	3,067		$	2,813		$	2,061
Surface		2,411			2,077			1,859
Drilling		3,049			2,327			1,807
V&M		2,125			2,105			2,168
Elimination of intersegment revenues		(271	)		(184	)		(100	)
Consolidated revenues	$	10,381		$	9,138		$	7,795
Depreciation and amortization:
Subsea	$	113		$	85		$	57
Surface		126			106			85
Drilling		60			60			46
V&M		49			47			50
Consolidated depreciation and amortization	$	348		$	298		$	238
Segment operating income before interest and income taxes:
Subsea	$	207		$	152		$	72
Surface		427			367			315
Drilling		474			311			329
V&M		393			414			396
Elimination of intersegment earnings		(74	)		(35	)		(21	)
Segment operating income before interest and income taxes		1,427			1,209			1,091
Corporate items:
Corporate expenses		(145	)		(162	)		(126	)
Interest, net		(129	)		(100	)		(90	)
Other costs		(73	)		(92	)		(33	)
Consolidated income from continuing operations before income taxes	$	1,080		$	855		$	842
Capital expenditures:
Subsea	$	70		$	80		$	82
Surface		125			156			132
Drilling		38			111			97
V&M		49			58			30
Corporate		96			102			69
Discontinued operations		7			13			17
Consolidated capital expenditures	$	385		$	520		$	427
Total assets:
Subsea	$	5,571		$	5,897		$	3,364
Surface		2,756			2,705			2,307
Drilling		3,011			3,076			2,413
V&M		1,633			1,765			1,743
Corporate		581			844			1,376
Discontinued operations		217			616			615
Elimination of intersegment investments		(877	)		(654	)		(660	)
Consolidated total assets	$	12,892		$	14,249		$	11,158

For internal management reporting, and therefore in the above segment information, “Corporate items” include governance expenses associated with the Company’s corporate office, as well as all of the Company’s interest income, interest expense, certain litigation expense managed by the Company’s General Counsel, foreign currency gains and losses from certain derivative and intercompany lending activities managed by the Company’s centralized Treasury function, all of the Company’s pension settlement costs, asset impairment and restructuring expenses, acquisition-related costs and various other unusual or one-time costs that are not considered a component of segment operating income. Consolidated interest income and expense are treated as a corporate item because cash equivalents, short-term investments and debt, including location, type, currency, etc., are managed on a worldwide basis by the Corporate Treasury Department.

Customer revenue by shipping location and long-lived assets by country were as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
Revenues:
United States	$	4,689	$	4,311	$	4,058
United Kingdom		964		822		612
Other foreign countries		4,728		4,005		3,125
Total revenues	$	10,381	$	9,138	$	7,795

	December 31,
(dollars in millions)	2014		2013		2012
Long-lived assets:
United States	$	2,367	$	2,670	$	2,532
United Kingdom		219		197		170
Other foreign countries		2,567		2,999		1,323
Total long-lived assets	$	5,153	$	5,866	$	4,025

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Summary of Non-cash Operating, Investing and Financing Activities (Tables)

12 Months Ended

Dec. 31, 2014

Summary of Non-cash Operating, Investing and Financing Activities [Abstract]

Effects on net assets of non-cash operating, investing and financing activities

The effect on net assets of non-cash operating, investing and financing activities was as follows:

(dollars in millions)	2014			2013		2012
Tax benefit of stock compensation plan transactions	$	6		$	10	$	12
Change in fair value of derivatives accounted for as cash flow hedges, net of tax	$	(76	)	$	14	$	10
Actuarial gain (loss), net, related to defined benefit pension and postretirement benefit plans	$	(35	)	$	13	$	(34	)

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Stock-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total compensation expense for all stock-based compensation plans

Stock-based compensation expense recognized was as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
Outstanding restricted and deferred stock units and awards	$	44	$	40	$	32
Unvested outstanding stock options		10		14		12
Total stock-based compensation expense	$	54	$	54	$	44

Share-based payment award, stock options, valuation assumptions

The fair values per share of option grants for the years ended December 31, 2014, 2013 and 2012 were estimated using the Black-Scholes-Merton option pricing formula with the following weighted-average assumptions:

	Year Ended December 31,
	2014			2013			2012
Expected life (in years)		3.3			3.2			3.2
Risk-free interest rate		0.86	%		0.67	%		0.37	%
Volatility		33.8	%		34.3	%		39.4	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

Share-based payment award, options, grants in period, grant date intrinsic value

The above assumptions and market prices of the Company’s common stock at the date of option exercises resulted in the following values:

	Year Ended December 31,
	2014		2013		2012
Grant-date fair value per option	$	14.51	$	16.19	$	15.68
Intrinsic value of options exercised (dollars in millions)	$	26	$	31	$	34
Average intrinsic value per share of options exercised	$	24.17	$	26.30	$	23.39

Restricted and deferred stock units granted and vesting

Information on restricted and deferred stock units granted and vesting during the three years ended December 31, 2014 follows:

	Year Ended December 31,
	2014		2013		2012
Number of units granted with performance conditions		174,697		185,992		211,244
Intrinsic value of units vesting (dollars in millions)	$	34	$	46	$	38
Total number of units granted		826,329		838,207		674,578
Weighted average grant date fair value per unit	$	59.63	$	57.95	$	50.44

Stock Options [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of activity in all stock based compensation plans

A summary of option activity under the Company’s stock compensation plans as of and for the year ended December 31, 2014 is presented below:

Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (dollars in millions)
Outstanding at January 1, 2014		4,197,093		$	47.92
Granted		782,779			57.71
Exercised		(1,064,138	)		40.48
Forfeited		(3,246	)		64.97
Outstanding at December 31, 2014		3,912,488		$	51.89		6.27		$	13
Vested at December 31, 2014 or expected to vest in the future		3,899,272		$	51.86		6.26		$	13
Exercisable at December 31, 2014		2,471,452		$	47.32		4.63		$	13

Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block]

	At December 31, 2014
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	14
Weighted-average remaining expense recognition period (in years)		1.95

Restricted and Deferred Stock Units [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of activity in all stock based compensation plans

A summary of restricted and deferred stock unit award activity under the Company’s stock compensation plans as of and for the year ended December 31, 2014 is presented below:

Restricted and Deferred Stock Units	Number			Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2014		1,658,357		$	28.22
Granted		826,329			59.63
Vested		(563,179	)		59.82
Forfeited		(72,825	)		57.22
Nonvested at December 31, 2014		1,848,682		$	31.89

Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block]

	At December 31, 2014
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	46
Weighted-average remaining expense recognition period (in years)		1.60

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Derivative Instruments, Gain (Loss) by Hedging Relationship, Income Statement Location (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	$ (26)	$ 7	$ 18
Cost of Sale [Member] | Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	(11)	7	2
Cost of Sale [Member] | Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	(7)	1	0
Other Costs [Member] | Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	$ (8)	$ (1)	$ 16

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Receivables (Tables)

12 Months Ended

Dec. 31, 2014

Receivables [Abstract]

Receivables

Receivables consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Trade receivables	$	1,678		$	2,015
Costs and estimated earnings in excess of billings on uncompleted contracts		621			582
Other receivables		122			143
Allowance for doubtful accounts		(32	)		(21	)
Total receivables	$	2,389		$	2,719

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Unaudited Quarterly Operating Results (Tables)

12 Months Ended

Dec. 31, 2014

Unaudited Quarterly Operating Results [Abstract]

Unaudited quarterly operating results

Unaudited quarterly operating results were as follows:

	2014 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,			September 30,		December 31,
Revenues	$	2,329	$	2,570		$	2,678	$	2,804
Revenues less cost of sales (exclusive of depreciation andamortization)	$	639	$	720		$	763	$	795
Other costs (credits)	$	49	$	(6	)	$	19	$	11
Net income	$	115	$	233		$	238	$	262
Net income attributable to noncontrolling interests	$	4	$	12		$	13	$	8
Net income attributable to Cameron stockholders	$	111	$	221		$	225	$	254
Earnings per share attributable to Cameron stockholders:
Basic	$	0.51	$	1.08		$	1.12	$	1.30
Diluted	$	0.51	$	1.08		$	1.11	$	1.28

	2013 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,		September 30,		December 31,
Revenues	$	1,956	$	2,134	$	2,317	$	2,731
Revenues less cost of sales (exclusive of depreciation andamortization)	$	574	$	620	$	668	$	758
Other costs (credits)	$	31	$	36	$	14	$	11
Net income	$	149	$	140	$	192	$	243
Net income attributable to noncontrolling interests	$	–	$	–	$	3	$	22
Net income attributable to Cameron stockholders	$	149	$	140	$	189	$	221
Earnings per share attributable to Cameron stockholders:
Basic	$	0.60	$	0.57	$	0.78	$	0.96
Diluted	$	0.60	$	0.57	$	0.78	$	0.94

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Accumulated Other Elements of Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	$ (80)
Foreign currency translation gain (loss)	(526)	(70)	75
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	(76)	14	10
Balance at end of period	(540)	(80)
Accumulated Foreign Currency Translation Gain (Loss) [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	(49)	46	(29)
Foreign currency translation gain (loss)	(379)	(95)	75
Actuarial gains (losses) recognized in other comprehensive income, net of tax	0	0	0
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax	0
Amortization of actuarial (gains) losses, net of tax	0	0	0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	0	0	0
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	0	0
Balance at end of period	(428)	(49)	46
Prior Service Credits and Net Actuarial Losses [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	(45)	(87)	(56)
Foreign currency translation gain (loss)	0	0	0
Actuarial gains (losses) recognized in other comprehensive income, net of tax	(31)	40	(33)
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax	(3)
Amortization of actuarial (gains) losses, net of tax	1	2	2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	0	0	0
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	0	0
Balance at end of period	(78)	(45)	(87)
Accumulated Gain (Loss) on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	14	11	(6)
Foreign currency translation gain (loss)	0	0	0
Actuarial gains (losses) recognized in other comprehensive income, net of tax	0	0	0
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax	0
Amortization of actuarial (gains) losses, net of tax	0	0	0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	(52)	6	10
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	4	(3)	7
Balance at end of period	(34)	14	11
Total [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	(80)	(30)	(91)
Foreign currency translation gain (loss)	(379)	(95)	75
Actuarial gains (losses) recognized in other comprehensive income, net of tax	(31)	40	(33)
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax	(3)
Amortization of actuarial (gains) losses, net of tax	1	2	2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	(52)	6	10
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	4	(3)	7
Balance at end of period	(540)	(80)	(30)
Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Foreign currency translation gain (loss)	(379)	(95)	75
Actuarial gains (losses) recognized in other comprehensive income, net of tax	(31)	40	(33)
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax	(3)
Amortization of actuarial (gains) losses, net of tax	1	2	2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	(52)	6	10
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	4	(3)	7
Other Comprehensive Income (Loss) attributable to Cameron International Corporation	$ (460)	$ (50)	$ 61

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Employee Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Net periodic benefit cost not yet recognized included in accumulated other comprehensive income [Abstract]
Total benefits included in accumulated other comprehensive income, before tax	$ (107)	$ (85)
Total benefits included in accumulated other comprehensive income, after tax	(88)	(69)
Total expected amortization from accumulated other comprehensive income for the year ended December 31, 2013	6
Pension Benefits [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	455	432	318
Net benefit plan expense (income) [Abstract]
Service cost	18	10	3
Interest cost	20	17	15
Expected return on plan assets	(27)	(21)	(18)
Amortization of prior service credits	(2)	(2)	0
Amortization of losses (gains)	9	8	6
Curtailment gain	(12)	0	0
Settlement loss	4	0	4
Other	0	0	2
Total net benefit plan expense (income)	10	12	12
Net periodic benefit cost not yet recognized included in accumulated other comprehensive income [Abstract]
Prior service credits before tax	18	22
Prior service credits after tax	14	17
Actuarial gain (losses), net before tax	(136)	(119)
Actuarial gain (losses), net after tax	(109)	(94)
Expected Amortization, Prior service credits	(2)
Expected Amortization, Actuarial gain (losses), net	10
Change in benefit obligation [Roll Forward]
Benefit obligation at beginning of year	489	387
Service cost	18	10	3
Interest cost	20	17	15
Plan participants' contributions	1	1
Actuarial losses (gains)	78	12
Exchange rate changes	(52)	5
Benefits and expenses paid from plan assets	(14)	(14)
Plan amendments	0	(21)
Acquisitions	0	67
Curtailments	(23)	0
Settlements	(8)	0
Other	0	25
Benefit obligation at end of year	509	489	387
Change in fair value of plan assets [Roll forward]
Fair value of plan assets at beginning of year	432	318
Actual return on plan assets	53	41
Company contributions	27	13
Plan participants' contributions	1	1
Exchange rate changes	(40)	6
Benefits and expenses paid from plan assets	(14)	(14)
Acquisitions	0	46
Settlements	(8)	0
Other	4	21
Unfunded status of defined benefit plan [Abstract]
Underfunded status at end of year - Current	(1)	(1)
Underfunded status at end of year - Non-current	(53)	(55)
Underfunded status at end of year	(54)	(56)
Actual asset investment allocations [Abstract]
Expected contributions to plan assets for the next fiscal year	12
Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs [Roll Forward]
Balance at beginning of the year	105	28
Purchases/Sales, net	10	7
Other plan additions	0	68
Actual return on plan assets	4	3
Currency impact	(15)	(1)
Balance at end of the year	104	105	28
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined benefit plan, plans with benefit obligations in excess of plan assets, aggregate fair value of plan assets	455	97
Defined benefit plans with accumulated benefit obligations in excess of plan assets aggregate fair value of plan assets	455	42
Defined benefit plan pension plans with projected benefit obligations in excess of plan assets aggregate projected benefit obligation	509	172
Defined benefit plan pension plans with accumulated benefit obligations in excess of plan assets aggregate accumulated benefit obligation	469	84
Total accumulated benefit obligation for defined benefit pension plans	469	435
Future expected benefit payments [Abstract]
Year ended December 31, 2015	68
Year ended December 31, 2016	12
Year ended December 31, 2017	12
Year ended December 31, 2018	13
Year ended December 31, 2019	14
Year ended December 31, 2020 - 2024	74
Pension Benefits [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	1	1
Pension Benefits [Member] | Equity Securities [Member] | US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	83	83
Pension Benefits [Member] | Equity Securities [Member] | Non-US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	120	125
Pension Benefits [Member] | Bonds [Member] | Non-US Government Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	117	92
Pension Benefits [Member] | Bonds [Member] | Non-US Corporate Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	30	26
Pension Benefits [Member] | Alternative Investments [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	89	91
Pension Benefits [Member] | Alternative Investments [Member] | Real Estate and Other [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	15	14
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	1	1
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	1	1
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Securities [Member] | US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Securities [Member] | Non-US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Bonds [Member] | Non-US Government Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Bonds [Member] | Non-US Corporate Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Alternative Investments [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Alternative Investments [Member] | Real Estate and Other [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	350	326
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Equity Securities [Member] | US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	83	83
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Equity Securities [Member] | Non-US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	120	125
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Bonds [Member] | Non-US Government Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	117	92
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Bonds [Member] | Non-US Corporate Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	30	26
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Alternative Investments [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Alternative Investments [Member] | Real Estate and Other [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	104	105
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Equity Securities [Member] | US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Equity Securities [Member] | Non-US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Bonds [Member] | Non-US Government Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Bonds [Member] | Non-US Corporate Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Alternative Investments [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	89	91
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Alternative Investments [Member] | Real Estate and Other [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	15	14
U. S. Pension Plans [Member]
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	3.75%	2.75%
Measurement date	01/01/14	01/01/13
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	3.25%	3.75%
Health care cost trend rate (in hundredths)	0.00%	0.00%
Measurement date	12/31/14	12/31/13
U. S. Postretirement Benefits [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0	0
Net benefit plan expense (income) [Abstract]
Service cost	0	0	0
Interest cost	0	0	0
Expected return on plan assets		0	0
Amortization of prior service credits	(1)	(1)	(1)
Amortization of losses (gains)	(1)	(1)	(1)
Curtailment gain	0	0	0
Settlement loss	0	0	0
Other	0	0	0
Total net benefit plan expense (income)	(2)	(2)	(2)
Net periodic benefit cost not yet recognized included in accumulated other comprehensive income [Abstract]
Prior service credits before tax	3	3
Prior service credits after tax	2	2
Actuarial gain (losses), net before tax	8	9
Actuarial gain (losses), net after tax	5	6
Expected Amortization, Prior service credits	(1)
Expected Amortization, Actuarial gain (losses), net	(1)
Change in benefit obligation [Roll Forward]
Benefit obligation at beginning of year	11	13
Service cost	0	0	0
Interest cost	0	0	0
Plan participants' contributions	0	0
Actuarial losses (gains)	(1)	(1)
Exchange rate changes	0	0
Benefits and expenses paid from plan assets	(1)	(1)
Plan amendments		0
Acquisitions		0
Curtailments	0	0
Settlements	0	0
Other	0	0
Benefit obligation at end of year	9	11	13
Change in fair value of plan assets [Roll forward]
Fair value of plan assets at beginning of year	0	0
Actual return on plan assets	0	0
Company contributions	1	1
Plan participants' contributions	0	0
Exchange rate changes	0	0
Benefits and expenses paid from plan assets	(1)	(1)
Acquisitions	0	0
Settlements	0	0
Other	0	0
Unfunded status of defined benefit plan [Abstract]
Underfunded status at end of year - Current	(1)	(2)
Underfunded status at end of year - Non-current	(8)	(9)
Underfunded status at end of year	(9)	(11)
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	3.75%	2.75%
Measurement date	01/01/14	01/01/13
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	3.25%	3.75%
Health care cost trend rate (in hundredths)	7.00%	7.50%
Measurement date	12/31/14	12/31/13
Ultimate health care cost trend rate (in hundredths)	5.00%
Year that rate reaches ultimate trend rate	2021
Future expected benefit payments [Abstract]
Year ended December 31, 2015	1
Year ended December 31, 2016	1
Year ended December 31, 2017	1
Year ended December 31, 2018	1
Year ended December 31, 2019	1
Year ended December 31, 2020 - 2024	3
Foreign Pension Plans [Member]
Assumptions related to net benefit costs [Abstract]
Measurement date	01/01/14	01/01/13
Assumptions related to end-of-period benefit obligations [Abstract]
Measurement date	12/31/14	12/31/13
Foreign Pension Plans [Member] | Minimum [Member]
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	3.50%	2.25%
Expected return on plan assets (in hundredths)	2.25%	3.50%
Rate of compensation increase (in hundredths)	2.25%	3.00%
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	2.25%	3.50%
Rate of compensation increase (in hundredths)	2.25%	2.25%
Foreign Pension Plans [Member] | Maximum [Member]
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	5.25%	6.75%
Expected return on plan assets (in hundredths)	6.75%	6.75%
Rate of compensation increase (in hundredths)	4.50%	4.50%
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	4.25%	5.25%
Rate of compensation increase (in hundredths)	5.00%	4.50%
U.K. Pension Plan [Member]
Actual asset investment allocations [Abstract]
Defined benefit plan assets for plan benefits United Kingdom percentage (in hundredths)	78.00%
U.K. Pension Plan [Member] | Fixed Income Debt Securities [Member]
Actual asset investment allocations [Abstract]
Future target allocation (in hundredths)	40.00%
U.K. Pension Plan [Member] | Real Estate and Other [Member]
Actual asset investment allocations [Abstract]
Future target allocation (in hundredths)	5.00%
U.K. Pension Plan [Member] | Equity Securities [Member]
Actual asset investment allocations [Abstract]
Actual plan assets allocation (in hundredths)	55.00%	60.00%	54.00%
Future target allocation (in hundredths)	55.00%
U.K. Pension Plan [Member] | Fixed Income Debt Securities, Cash and Other [Member]
Actual asset investment allocations [Abstract]
Actual plan assets allocation (in hundredths)	45.00%	40.00%	46.00%
Foreign Postretirement Benefit Plans [Member]
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	0.00%	0.00%
Expected return on plan assets (in hundredths)	0.00%	0.00%
Rate of compensation increase (in hundredths)	0.00%	0.00%
Measurement date	0	0
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	0.00%	0.00%
Rate of compensation increase (in hundredths)	0.00%	0.00%
Measurement date	0	0
Defined Contribution Plans [Member]
Retirement Savings Plan [Abstract]
Percentage of defined pay the Company contributes on behalf of each eligible employee's retirement plan account (in hundredths)	3.00%
Vesting period for the company's retirement contributions	3 years
Matching contribution percentage each employee is eligible to receive (of the first 6% of pay contributed) (in hundredths)	100.00%
Percentage of employee contribution eligible for the company's matching contribution (in hundredths)	6.00%
Expense under Retirement Savings Plan	77	77	70
Expense with respect to these various defined contribution and government-mandated plans	$ 73	$ 83	$ 60

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Accumulated Other Elements of Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2014

Accumulated Other Elements of Comprehensive Income (Loss) [Abstract]

Components of accumulated other elements of comprehensive income (loss)

Accumulated other elements of comprehensive income (loss) comprised the following:

(dollars in millions)	Accumulated Foreign Currency Translation Gain (Loss)			Prior Service Credits and Net Actuarial Losses			Accumulated Gain (Loss) on Cash Flow Hedges			Total			Other Comprehensive Income
Balance at December 31, 2011	$	(29	)	$	(56	)	$	(6	)	$	(91	)
Foreign currency translation gain (loss)		75			–			–			75		$	75
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(33	)		–			(33	)		(33	)
Amortization of actuarial (gains) losses, net of tax		–			2			–			2			2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			10			10			10
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax								7			7			7
Balance at December 31, 2012		46			(87	)		11			(30	)	$	61
Foreign currency translation gain (loss)		(95	)		–			–			(95	)	$	(95	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			40			–			40			40
Amortization of actuarial (gains) losses, net of tax		–			2			–			2			2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			6			6			6
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			(3	)		(3	)		(3	)
Balance at December 31, 2013		(49	)		(45	)		14			(80	)	$	(50	)
Foreign currency translation gain (loss)		(379	)		–			–			(379	)	$	(379	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(31	)		–			(31	)		(31	)
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax		–			(3	)		–			(3	)		(3	)
Amortization of actuarial (gains) losses, net of tax		–			1			–			1			1
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			(52	)		(52	)		(52	)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			4			4			4
Balance of December 31, 2014	$	(428	)	$	(78	)	$	(34	)	$	(540	)	$	(460	)

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Consolidated Changes in Stockholders' Equity (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Consolidated Changes in Stockholders' Equity [Abstract]
Formation of OneSubsea, tax effects	$ 90

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Stock-Based Compensation Plans (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity compensation plans currently available for future grants	1
Total stock-based compensation expense	$ 54,000,000	$ 54,000,000	$ 44,000,000
Recognized tax benefit	20,000,000	20,000,000	17,000,000
Summary of option activity [Rollforward]
Outstanding at beginning of period (in shares)	4,197,093
Granted (in shares)	782,779
Exercised (in shares)	(1,064,138)
Forfeited (in shares)	(3,246)
Outstanding at end of period (in shares)	3,912,488	4,197,093
Vested or expected to vest at end of period (in shares)	3,899,272
Exercisable at end of period (in shares)	2,471,452
Option activity , additional disclosures [Abstract]
Weighted average exercise price at beginning of period (in dollars per share)	$ 47.92
Weighted average exercise price granted (in dollars per share)	$ 57.71
Weighted average exercise price per exercised (in dollars per share)	$ 40.48
Weighted average exercise price forfeited (in dollars per share)	$ 64.97
Weighted average exercise price outstanding at end of period (in dollars per share)	$ 51.89	$ 47.92
Weighted average exercise price vested or expected to vest at end of period (in dollars per share)	$ 51.86
Weighted average exercise price exercisable at end of period (in dollars per share)	$ 47.32
Weighted average remaining contractual term outstanding at end of period (in years)	6 years 3 months 7 days
Weighted average remaining contractual term vested or expected to vest at end of period (in years)	6 years 3 months 4 days
Weighted average remaining contractual term exercisable at end of period (In years)	4 years 7 months 17 days
Aggregate intrinsic value outstanding at end of period	13,000,000
Aggregate intrinsic value vested or expected to vest at end of period	13,000,000
Aggregate intrinsic value exercisable at end of period	13,000,000
Fair values and weighted-average assumptions used to value options [Abstract]
Expected life (in years)	3 years 3 months 18 days	3 years 2 months 12 days	3 years 2 months 12 days
Risk-free interest rate (in hundredths)	0.86%	0.67%	0.37%
Volatility (in hundredths)	33.80%	34.30%	39.40%
Expected dividend yield (in hundredths)	0.00%	0.00%	0.00%
Grant-date fair value per option (in dollars per share)	$ 14.51	$ 16.19	$ 15.68
Intrinsic value of options exercised	26,000,000	31,000,000	34,000,000
Average intrinsic value per share of options exercised (in dollars per share)	$ 24.17	$ 26.30	$ 23.39
Restricted and deferred stock units and awards activity [Roll Forward]
Shares granted (in shares)	826,329	838,207	674,578
Restricted and deferred stock units and awards, additional disclosures [Abstract]
Weighted average grant date fair value, granted (in dollars per share)	$ 59.63	$ 57.95	$ 50.44
Restricted and deferred stock units and awards [Abstract]
Annual value of deferred stock units available for grants to non-employee directors	250,000
Incremental portion of deferred stock units that vest quarterly over the year following the date of grant	one-fourth increments quarterly
Period of time after the date of grant during which deferred stock units cannot be converted into common stock	three years
Intrinsic value of units vesting	34,000,000	46,000,000	38,000,000
Shares reserved for future grants of options, deferred stock units, restricted stock units and other awards (in shares)	11,685,001
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	10,000,000	14,000,000	12,000,000
Terms of awards	Seven or ten years
The incremental portion of options that vest annually on the anniversary date of grant	one-third increments each year
Unrecognized share-based compensation cost [Abstract]
Stock-based compensation cost not yet recognized under the straight-line method, Stock options	14,000,000
Weighted-average remaining expense recognition period (in years)	1 year 11 months 12 days
Restricted and Deferred Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	44,000,000	40,000,000	32,000,000
The incremental portion of options that vest annually on the anniversary date of grant	one-third increments each year or three-year 100%
Restricted and deferred stock units and awards activity [Roll Forward]
Nonvested shares, beginning of period (in shares)	1,658,357
Shares granted (in shares)	826,329
Shares vested (in shares)	(563,179)
Shares forfeited (in shares)	(72,825)
Nonvested shares, end of period (in shares)	1,848,682	1,658,357
Restricted and deferred stock units and awards, additional disclosures [Abstract]
Weighted average grant date fair value, outstanding, beginning of period (in dollars per share)	$ 28.22
Weighted average grant date fair value, granted (in dollars per share)	$ 59.63
Weighted average grant date fair value, vested (in dollars per share)	$ 59.82
Weighted average grant date fair value, forfeited (in dollars per share)	$ 57.22
Weighted average grant date fair value, outstanding at end of period (in dollars per share)	$ 31.89	$ 28.22
Unrecognized share-based compensation cost [Abstract]
Stock-based compensation cost not yet recognized under the straight-line method, Restricted and deferred stock units	$ 46,000,000
Weighted-average remaining expense recognition period (in years)	1 year 7 months 6 days
Restricted and Deferred Stock Units with Performance Conditions [Member]
Restricted and deferred stock units and awards activity [Roll Forward]
Shares granted (in shares)	174,697	185,992	211,244

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Debt (Tables)

12 Months Ended

Dec. 31, 2014

Debt [Abstract]

Debt obligations

The Company’s debt obligations were as follows:

	December 31,
(dollars in millions)	2014			2013
Commercial paper (0.49% weighted average rate)	$	201		$	–
Senior notes:
Floating rate notes due June 2, 2014		–			250
1.6% notes due April 30, 2015		–			250
1.15% notes due December 15, 2016		250			250
1.4% notes due June 15, 2017		250			–
6.375% notes due July 15, 2018		450			450
4.5% notes due June 1, 2021		250			250
3.6% notes due April 30, 2022		250			250
4.0% notes due December 15, 2023		250			250
3.7% notes due June 15, 2024		250			–
7.0% notes due July 15, 2038		300			300
5.95% notes due June 1, 2041		250			250
5.125% notes due December 15, 2043		250			250
Unamortized original issue discount		(7	)		(7	)
Other debt		67			57
Obligations under capital leases		71			60
		3,082			2,860
Current maturities		(263	)		(297	)
Long-term maturities	$	2,819		$	2,563

Interest expensed and paid

Information on interest expensed and paid during the three years ended December 31, 2014 was as follows:

	Year Ended December 31
(dollars in millions)	2014		2013		2012
Interest expensed	$	149	$	115	$	104
Interest paid	$	142	$	105	$	97

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Contingencies

12 Months Ended

Dec. 31, 2014

Contingencies [Abstract]

Contingencies

Note 20: Contingencies

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

Litigation

The Company has been and continues to be named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits. At December 31, 2014, the Company’s Consolidated Balance Sheet included a liability of approximately $17 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 million at December 31, 2014, 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, 2014 as no loss is currently considered probable.

Environmental Matters

The Company is currently identified as a potentially responsible party (PRP) for one site designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state law. The Osborne site is a landfill into which a predecessor of the Reciprocating Compression operation in Grove City, Pennsylvania deposited waste, where remediation was completed in 2011 and remaining costs relate to ongoing ground water monitoring. The Company is also a party with de minimis exposure at other CERCLA sites.

The Company is engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality ("TCEQ") at a former manufacturing location in Houston, Texas and had been endgaged in one at a former manufactuing location in Missouri City, Texas.  With respect to the Missouri City site, the Company recieved a Certificate from the TCEQ on February 17, 2015.  With respect to the Houston site, in 2001, the Company discovered that contaminated underground water 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 continues to monitor the situation to determine whether additional remedial measures would be 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 noncurrent liability of approximately $7 million for these matters as of December 31, 2014.

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, 2014, the Company's Consolidated Balance Sheet included a noncurrent liability of nearly $3 million for these environmental matters.

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Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2014

Off Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments [Abstract]

Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

Note 19: Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

Off-Balance Sheet Risk and Guarantees

At December 31, 2014, the Company was contingently liable with respect to approximately $1.1 billion of bank guarantees and standby letters of credit issued on its behalf by major domestic and international financial institutions in connection with the delivery, installation and performance of the Company’s products under contract with customers throughout the world. The Company was also liable to these financial institutions for financial letters of credit and other guarantees issued on its behalf totaling nearly $52 million, which provide security to third parties relating to the Company’s ability to meet specified financial obligations, including payment of leases, customs duties, insurance and other matters. Additionally, the Company was liable for approximately $28 million of insurance bonds at December 31, 2014 relating to the requirements in certain foreign jurisdictions where the Company does business that the Company hold insurance bonds rather than bank guarantees.

The Company’s other off-balance sheet risks were not material at December 31, 2014.

Concentrations of Credit Risk and Major Customers

Apart from its normal exposure to its customers, who are predominantly in the energy industry, the Company had no significant concentrations of credit risk at December 31, 2014. The Company typically does not require collateral for its customer trade receivables but does often obtain letters of credit from third-party banks as security for future payment on certain large product shipments.  Allowances for doubtful accounts are recorded for estimated losses that may result from the inability of customers to make required payments.  See Note 5 of the Notes to Consolidated Financial Statements for additional information.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, trade receivables, trade payables, derivative instruments and debt instruments. The book values of trade receivables, trade payables and floating-rate debt instruments are considered to be representative of their respective fair values.

Following is a summary of the Company’s financial instruments which have been valued at fair value in the Company’s Consolidated Balance Sheets at December 31, 2014 and 2013:

	Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1)				Fair Value Based on Significant Other Observable Inputs (Level 2)					Total
(dollars in millions)	2014		2013		2014			2013		2014			2013
Cash and cash equivalents:
Cash	$	616	$	618	$	–		$	–	$	616		$	618
Money market funds		842		1,172		–			–		842			1,172
Commercial paper		–		–		13			4		13			4
U.S. treasury securities		5		–		–			–		5			–
U.S. corporate obligations		4		–		–			–		4			–
Non-U.S. bank and other obligations		33		19		–			–		33			19
Short-term investments:
Commercial paper		–		–		11			–		11			–
U.S. Treasury securities		51		41		–			–		51			41
U.S. corporate obligations		51		–		–			–		51			–
Non-qualified plan assets:
Money market funds		1		1		–			–		1			1
Domestic bond funds		3		3		–			–		3			3
Domestic equity funds		5		5		–			–		5			5
International equity funds		3		3		–			–		3			3
Blended equity funds		5		4		–			–		5			4
Common stock		2		2		–			–		2			2
Derivatives, net asset (liability):
Foreign currency contracts		–		–		(99	)		19		(99	)		19
Total financial instruments	$	1,621	$	1,868	$	(75	)	$	23	$	1,546		$	1,891

Fair values for financial instruments utilizing level 2 inputs were determined from information obtained from third-party pricing sources, broker quotes, calculations involving the use of market indices or mutual fund unit values determined based upon the valuation of the funds’ underlying assets.

At December 31, 2014, the fair value of the Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $2.9 billion as compared to the $2.7 billion face value of the debt recorded, net of original issue discounts, in the Company’s Consolidated Balance Sheet.  At December 31, 2013, the fair value of the Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $2.7 billion as compared to the $2.5 billion face value of the debt.

Derivative Contracts

In order to mitigate the effect of exchange rate changes, the Company will often attempt to structure sales contracts to provide for collections from customers in the currency in which the Company incurs its manufacturing costs. In certain instances, the Company will enter into foreign currency forward contracts to hedge specific large anticipated receipts or disbursements in currencies for which the Company does not have fully offsetting local currency expenditures or receipts. The Company was party to a number of long-term foreign currency forward contracts at December 31, 2014. The purpose of the majority of these contracts was to hedge large anticipated non-functional currency cash flows on major subsea, drilling, valve or other equipment contracts. Many of these contracts have been designated as and are accounted for as cash flow hedges with changes in the fair value of those contracts recorded in accumulated other elements of comprehensive income (loss) in the period such change occurs.  Certain other contracts, many of which are centrally managed, are intended to offset other foreign currency exposures but have not been designated as hedges for accounting purposes and, therefore, any change in the fair value of those contracts are reflected in earnings in the period such change occurs.  The Company determines the fair value of its outstanding foreign currency forward contracts based on quoted exchange rates for the respective currencies applicable to similar instruments.

Total gross volume bought (sold) by notional currency and maturity date on open foreign currency forward contracts at December 31, 2014 was as follows:

	Notional Amount - Buy								Notional Amount - Sell
(in millions)	2015		2016		2017		Total		2015			2016			Total
Foreign exchange forward contracts -
Notional currency in:
Euro		200		14		–		214		(10	)		(1	)		(11	)
Malaysian ringgit		377		51		–		428		(29	)		–			(29	)
Norwegian krone		895		117		4		1,016		(96	)		(44	)		(140	)
Pound Sterling		110		5		–		115		(22	)		(1	)		(23	)
U.S. dollar		60		–		–		60		(635	)		(47	)		(682	)
Foreign exchange option contracts -
Notional currency in:
U.S. dollar		87		–		–		87		–			–			–

While the Company and its counterparties have the right to offset gains and losses on different derivative contracts under certain circumstances, the Company’s policy is to record its derivative contracts on a gross basis.  The fair values of derivative financial instruments recorded in the Company’s Consolidated Balance Sheets were as follows:

	December 31,
	2014				2013
(dollars in millions)	Assets		Liabilities		Assets		Liabilities
Derivatives designated as hedges:
Foreign exchange contracts –
Current	$	8	$	83	$	28	$	10
Non-current		1		12		3		2
Total derivatives designated as hedges		9		95		31		12
Derivatives not designated as hedges:
Foreign exchange contracts –
Current		1		14		6		6
Non-current		–		–		–		–
Total derivatives not designated as hedges		1		14		6		6
Total derivatives	$	10	$	109	$	37	$	18

The after-tax loss on cash flow hedges included in accumulated other elements of comprehensive income and in noncontrolling interests totaled $47 million at December 31, 2014.  Approximately $38 million (after-tax) is expected to be recognized as a reduction in earnings in 2015.

The amount of pre-tax gain (loss) from the ineffective portion of derivatives designated as hedging instruments and from derivatives not designated as hedging instruments was:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Derivatives designated as hedging instruments:
Foreign currency contracts –
Cost of sales	$	(7	)	$	1		$	–
Derivatives not designated as hedging instruments:
Foreign currency contracts –
Cost of sales		(11	)		7			2
Other costs		(8	)		(1	)		16
Total pre-tax gain (loss)	$	(26	)	$	7		$	18

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Other Costs (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Other Costs [Abstract]
Goodwill impairment	$ 40	$ 0	$ 0
Litigation costs	11	3	2
Loss on disposal of non-core assets	10	0	0
Impairment of identifiable intangible assets	4	0	18
Cost for early retirement of debt	3	0	0
OneSubsea formation and other acquisition and integration costs	2	60	16
International pension curtailment and settlement costs (credits), net	(8)	0	7
Gain from remeasurement of prior interest in equity method investment	(8)	0	0
Mark-to-market impact on currency derivatives not designated as accounting hedges	8	1	(16)
Currency devaluation	0	10	0
Severance, restructuring and other costs	11	18	6
Total other costs	$ 73	$ 92	$ 33

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Leases (Tables)

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

Future minimum lease payments for capital leases and noncancelable operating leases

Future minimum lease payments with respect to capital leases and operating leases with noncancelable terms in excess of one year were as follows:

	Capital			Operating
(dollars in millions)	Lease Payments			Lease Payments
Year ending December 31:
2015	$	17		$	103
2016		15			90
2017		12			78
2018		8			64
2019		6			57
Thereafter		62			350
Future minimum lease payments		120			742
Less: amount representing interest		(49	)		–
Lease obligations at December 31, 2014	$	71		$	742

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Subsequent Events

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Note 21: Recently Issued Accounting Pronouncements

In May 2014, the U.S. Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards (IFRS).

The core principle of Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09), is that a company will recognize revenue when it transfers promised goods and services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services.  Companies will need to:

· identify performance obligations in each contract,

· estimate the amount of variable consideration to include in the transaction price, and

· allocate the transaction price to each separate performance obligation.

ASU 2014-09 will be effective for Cameron no earlier than the first quarter of 2017.  The Company is beginning the process of evaluating the impact of the new standard on its business and addressing whether it will select either the full retrospective or the modified retrospective implementation method upon adoption in 2017.

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Unaudited Quarterly Operating Results

12 Months Ended

Dec. 31, 2014

Unaudited Quarterly Operating Results [Abstract]

Unaudited Quarterly Operating Results

Note 22: Unaudited Quarterly Operating Results

Unaudited quarterly operating results were as follows:

	2014 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,			September 30,		December 31,
Revenues	$	2,329	$	2,570		$	2,678	$	2,804
Revenues less cost of sales (exclusive of depreciation andamortization)	$	639	$	720		$	763	$	795
Other costs (credits)	$	49	$	(6	)	$	19	$	11
Net income	$	115	$	233		$	238	$	262
Net income attributable to noncontrolling interests	$	4	$	12		$	13	$	8
Net income attributable to Cameron stockholders	$	111	$	221		$	225	$	254
Earnings per share attributable to Cameron stockholders:
Basic	$	0.51	$	1.08		$	1.12	$	1.30
Diluted	$	0.51	$	1.08		$	1.11	$	1.28

	2013 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,		September 30,		December 31,
Revenues	$	1,956	$	2,134	$	2,317	$	2,731
Revenues less cost of sales (exclusive of depreciation andamortization)	$	574	$	620	$	668	$	758
Other costs (credits)	$	31	$	36	$	14	$	11
Net income	$	149	$	140	$	192	$	243
Net income attributable to noncontrolling interests	$	–	$	–	$	3	$	22
Net income attributable to Cameron stockholders	$	149	$	140	$	189	$	221
Earnings per share attributable to Cameron stockholders:
Basic	$	0.60	$	0.57	$	0.78	$	0.96
Diluted	$	0.60	$	0.57	$	0.78	$	0.94

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Consolidated Changes in Stockholders' Equity (USD $) In Millions	Common Stock [Member]	Capital in Excess of Par value [Member]	Retained Earnings [Member]	Accumulated Other Elements of Comprehensive Income (Loss) [Member]	Treasury Stock [Member]	Noncontrolling Interests [Member]	Total
Balance at Dec. 31, 2011	$ 3	$ 2,072	$ 3,370	$ (91)	$ (647)	$ 0	$ 4,707
Net income		0	751	0	0	0	751
Other comprehensive income (loss)		0	0	61	0	0	61
Non-cash stock compensation expense		44	0	0	0	0	44
Purchase of treasury stock		0	0	0	(22)	0	(22)
Treasury stock issued under stock compensation plans		(34)	0	0	47	0	13
Tax benefit of stock compensation plan transactions		12	0	0	0	0	12
Distributions to noncontrolling interest owners	0
Balance at Dec. 31, 2012	3	2,094	4,121	(30)	(622)	0	5,566
Formation of OneSubsea, net of tax effects of $90		1,083	0	0	0	927	2,010
Net income		0	699	0	0	25	724
Other comprehensive income (loss)		0	0	(50)	0	6	(45)
Non-cash stock compensation expense		54	0	0	0	0	54
Net change in treasury shares owned by participants in nonqualified deferred compensation plans		0	0	0	(2)	0	(2)
Purchase of treasury stock		0	0	0	(1,533)	0	(1,533)
Treasury stock issued under stock compensation plans		(28)	0	0	59	0	31
Tax benefit of stock compensation plan transactions		10	0	0	0	0	10
Contributions from noncontrolling interest owners		0	0	0	0	75	75
Purchases of noncontrolling ownership interests		0	0	0	0	(7)	(7)
Distributions to noncontrolling interest owners	0
Other noncontrolling interests		0	0	0	0	38	38
Other		(6)	0	0	0	0	(6)
Balance at Dec. 31, 2013	3	3,207	4,820	(80)	(2,098)	1,064	6,916
Net income		0	811	0	0	37	848
Other comprehensive income (loss)		0	0	(460)	0	(174)	(634)
Non-cash stock compensation expense		54	0	0	0	0	54
Purchase of treasury stock		0	0	0	(1,750)	0	(1,750)
Treasury stock issued under stock compensation plans		(12)	0	0	54	0	42
Tax benefit of stock compensation plan transactions		6	0	0	0	0	6
Purchases of noncontrolling ownership interests		0	0	0	0	4	4
Distributions to noncontrolling interest owners	0	0	0	0	0	(42)	(42)
Balance at Dec. 31, 2014	$ 3	$ 3,255	$ 5,631	$ (540)	$ (3,794)	$ 889	$ 5,444

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2014

Schedule II - Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

Schedule II - Valuation and Qualifying Accounts

(dollars in millions)

			Additions
FOR THE YEAR ENDED	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions (a)			Translation			Balance atend of period
DECEMBER 31, 2014:
Allowance for doubtful accounts	$	21	$	10	$	8		$	(5	)	$	(2	)	$	32
Allowance for obsolete and excess inventory	$	109	$	65	$	(3	)	$	(21	)	$	(5	)	$	145
DECEMBER 31, 2013:
Allowance for doubtful accounts	$	8	$	14	$	–		$	(1	)	$	–		$	21
Allowance for obsolete and excess inventory	$	89	$	28	$	4		$	(12	)	$	–		$	109
DECEMBER 31, 2012:
Allowance for doubtful accounts	$	10	$	1	$	–		$	(3	)	$	–		$	8
Allowance for obsolete and excess inventory	$	82	$	21	$	(2	)	$	(12	)	$	–		$	89

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Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2014

Accounts Payable and Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities

Note 8: Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	December 31,
(dollars in millions)	2014		2013
Trade accounts payable and accruals	$	1,084	$	1,184
Advances from customers		1,576		1,676
Other accruals		1,088		1,023
Total accounts payable and accrued liabilities	$	3,748	$	3,883

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Summary of Major Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended			9 Months Ended
	Dec. 31, 2014 Segment	Dec. 31, 2014 Segment	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2014 Unit
Summary of Major Accounting Policies [Abstract]
Number of business segments	4	4
Revenue Recognition [Abstract]
Percentage of revenue recognized under the accounting rules for construction-type and production-type contracts (in hundredths)	31.00%	31.00%	31.00%	26.00%
Inventories [Abstract]
Percentage of inventories carried on the LIFO method (in hundredths)	54.00%	54.00%	49.00%
Intangible Assets [Abstract]
Amount of goodwill included in reporting units	$ 2,461	$ 2,461	$ 2,925
Minimum percentage of carrying value by unit (in hundredths)		75.00%
Foreign Currency Derivatives [Abstract]
Foreign currency transactions gain (loss)		22	1	12
Minimum [Member]
Intangible Assets [Abstract]
Finite-lived intangible assets, useful life		5 years
Maximum [Member]
Intangible Assets [Abstract]
Finite-lived intangible assets, useful life		28 years
Buildings and Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life		10 years
Buildings and Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life		40 years
Machinery, Equipment and Tooling [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life		3 years
Machinery, Equipment and Tooling [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life		18 years
Office Furniture, Software and Other [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life		3 years
Office Furniture, Software and Other [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life		10 years
V&M [Member]
Intangible Assets [Abstract]
Amount of goodwill included in reporting units	311	311	318		311
V&M [Member] | Minimum [Member]
Intangible Assets [Abstract]
Number of reporting units within the segment	2
V&M [Member] | Maximum [Member]
Intangible Assets [Abstract]
Number of reporting units within the segment					5
CPS [Member]
Intangible Assets [Abstract]
Amount of goodwill included in reporting units	$ 571	$ 571
CPS [Member] | Minimum [Member]
Intangible Assets [Abstract]
Percentage of estimated fair value (in hundredths)		10.00%
CPS [Member] | Maximum [Member]
Intangible Assets [Abstract]
Percentage of estimated fair value (in hundredths)		15.00%

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Fair Value of Financial Instruments (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Cash and cash equivalents: [Abstract]
Cash	$ 616,000,000	$ 618,000,000
Money market funds	842,000,000	1,172,000,000
Commercial paper	13,000,000	4,000,000
U.S. treasury securities	5,000,000	0
U.S. corporate obligations	4,000,000	0
Non-U.S. bank and other obligations	33,000,000	19,000,000
Short-term investments: [Abstract]
Commercial paper	11,000,000	0
U.S. Treasury securities	51,000,000	41,000,000
U.S. corporate obligations	51,000,000	0
Non-qualified plan assets [Abstract]
Money market funds	1,000,000	1,000,000
Domestic bond funds	3,000,000	3,000,000
Domestic equity funds	5,000,000	5,000,000
International equity funds	3,000,000	3,000,000
Blended equity funds	5,000,000	4,000,000
Common stock	2,000,000	2,000,000
Derivatives, net asset (liability) [Abstract]
Foreign currency contracts	(99,000,000)	19,000,000
Total financial instruments	1,546,000,000	1,891,000,000
Fair value of the fixed-rate debt	2,900,000,000	2,700,000,000
Face value of the fixed-rate debt	2,700,000,000	2,500,000,000
Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Cash and cash equivalents: [Abstract]
Cash	616,000,000	618,000,000
Money market funds	842,000,000	1,172,000,000
Commercial paper	0	0
U.S. treasury securities	5,000,000	0
U.S. corporate obligations	4,000,000	0
Non-U.S. bank and other obligations	33,000,000	19,000,000
Short-term investments: [Abstract]
Commercial paper	0	0
U.S. Treasury securities	51,000,000	41,000,000
U.S. corporate obligations	51,000,000	0
Non-qualified plan assets [Abstract]
Money market funds	1,000,000	1,000,000
Domestic bond funds	3,000,000	3,000,000
Domestic equity funds	5,000,000	5,000,000
International equity funds	3,000,000	3,000,000
Blended equity funds	5,000,000	4,000,000
Common stock	2,000,000	2,000,000
Derivatives, net asset (liability) [Abstract]
Foreign currency contracts	0	0
Total financial instruments	1,621,000,000	1,868,000,000
Fair Value Based on Significant Other Observable Inputs (Level 2) [Member]
Cash and cash equivalents: [Abstract]
Cash	0	0
Money market funds	0	0
Commercial paper	13,000,000	4,000,000
U.S. treasury securities	0	0
U.S. corporate obligations	0	0
Non-U.S. bank and other obligations	0	0
Short-term investments: [Abstract]
Commercial paper	11,000,000	0
U.S. Treasury securities	0	0
U.S. corporate obligations	0	0
Non-qualified plan assets [Abstract]
Money market funds	0	0
Domestic bond funds	0	0
Domestic equity funds	0	0
International equity funds	0	0
Blended equity funds	0	0
Common stock	0	0
Derivatives, net asset (liability) [Abstract]
Foreign currency contracts	(99,000,000)	19,000,000
Total financial instruments	$ (75,000,000)	$ 23,000,000

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Consolidated Results of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Consolidated Results of Operations [Abstract]
Revenues	$ 10,381	$ 9,138	$ 7,795
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)	7,464	6,518	5,522
Selling and administrative expenses	1,287	1,275	1,070
Depreciation and amortization	348	298	238
Interest, net	129	100	90
Other costs (see Note 3)	73	92	33
Total costs and expenses	9,301	8,283	6,953
Income from continuing operations before income taxes	1,080	855	842
Income tax provision	(258)	(196)	(157)
Income from continuing operations	822	659	685
Income from discontinued operations, net of income taxes	26	65	66
Net income	848	724	751
Less: Net income attributable to noncontrolling interests	37	25	0
Net income attributable to Cameron stockholders	811	699	751
Amounts attributable to Cameron stockholders:
Income from continuing operations	785	634	685
Income from discontinued operations	26	65	66
Net income attributable to Cameron stockholders	$ 811	$ 699	$ 751
Basic -
Continuing operations (in dollars per share)	$ 3.85	$ 2.62	$ 2.78
Discontinued operations (in dollars per share)	$ 0.13	$ 0.27	$ 0.27
Basic earnings per share (in dollars per share)	$ 3.98	$ 2.89	$ 3.05
Diluted -
Continuing operations (in dollars per share)	$ 3.83	$ 2.60	$ 2.76
Discontinued operations (in dollars per share)	$ 0.13	$ 0.27	$ 0.27
Diluted earnings per share (in dollars per share)	$ 3.96	$ 2.87	$ 3.03

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Taxes [Abstract]

Components of income before income taxes

The components of income from continuing operations before income taxes were as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
U.S. operations	$	294	$	219	$	664
Foreign operations		786		636		178
Income from continuing operations before income taxes	$	1,080	$	855	$	842

Provision for income taxes

The provisions for income taxes were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Current:
U.S. federal	$	70		$	–		$	97
U.S. state and local		4			11			7
Foreign		231			166			137
		305			177			241
Deferred:
U.S. federal		–			31			(37	)
U.S. state and local		(3	)		2			(2	)
Foreign		(44	)		(14	)		(45	)
		(47	)		19			(84	)
Income tax provision	$	258		$	196		$	157

Effective income tax rate reconciliation

The reasons for the differences between the provision for income taxes and income taxes using the U.S. federal income tax rate were as follows:

	Year Ended December 31,
	2014			2013			2012
U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
State and local income taxes		–			1.0			0.4
Foreign statutory rate differential		(10.7	)		(11.6	)		(10.2	)
Change in valuation allowance on deferred tax assets		3.4			(1.7	)		6.6
Nondeductible expenses		(0.1	)		1.1			0.9
Net U.S. tax on foreign source income		(2.9	)		(3.2	)		(12.2	)
All other		(0.8	)		2.3			(1.9	)
Total		23.9	%		22.9	%		18.6	%
Total income taxes paid (dollars in millions)	$	353		$	329		$	240

Components of deferred tax assets and liabilities

Components of deferred tax assets (liabilities) were as follows:

	December 31,
(dollars in millions)	2014			2013
Deferred tax liabilities:
Plant and equipment	$	(190	)	$	(171	)
Intangible assets		(221	)		(251	)
Other		(9	)		(16	)
Total deferred tax liabilities		(420	)		(438	)
Deferred tax assets:
Inventory		48			20
Postretirement benefits other than pensions		3			12
Reserves and accruals		160			93
Net operating losses and tax credits		259			246
Pensions		38			16
Other		27			17
Total deferred tax assets		535			404
Valuation allowance		(79	)		(59	)
Net deferred tax assets (liabilities)	$	36		$	(93	)

Changes in unrecognized tax benefits

Changes in the Company’s accruals for unrecognized tax benefits were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Balance at beginning of year	$	103		$	121		$	148
Decreases in estimates for tax positions taken prior to the current year		–			–			(11	)
Increases due to tax positions taken during the current year		6			3			–
Decreases relating to settlements with tax authorities		(10	)		(19	)		(10	)
Decreases resulting from the lapse of applicable statutes of limitation		–			–			(7	)
Net increases (decreases) due to translation and interest		(2	)		(2	)		1
Balance at end of year	$	97		$	103		$	121

Summary of income tax examinations

The Company and its subsidiaries file income tax returns in the United States, various domestic states and localities and in many foreign jurisdictions. The earliest years’ tax returns filed by the Company that are still subject to examination by authorities in the major tax jurisdictions are as follows:

United States	United Kingdom	Canada	France	Germany	Norway	Singapore	Italy
2011	2012	2006	2012	2008	2010	2010	2008

Summary of valuation allowance

Changes in the Company’s valuation allowances against these net operating loss and credit carryforwards and other deferred tax assets were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Balance at beginning of year	$	59		$	84		$	30
Valuation allowances for unutilized net operating losses and excess foreign tax credits generated in the current year		25			11			36
Change in valuation allowances related to prior years		(2	)		(16	)		19
Write-off of valuation allowances and associated deferred tax assets for certain losses that have no possibility of being utilized		–			(19	)		–
Effect of translation		(3	)		(1	)		(1	)
Balance at end of year	$	79		$	59		$	84

Summary of tax credit carryforwards

Tax attribute carryforwards which are available for use on future income tax returns at December 31, 2014 are as follows:

(dollars in millions)	Domestic		Foreign		Expiration
Net operating losses - regular income tax	$	–	$	381	2018 - Indefinite
Net operating losses – state income tax	$	6	$	–		2018 – 2034
Foreign tax credits	$	93	$	–		2016 – 2024

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Consolidated Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cash flows from operating activities:
Net income	$ 848	$ 724	$ 751
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of Reciprocating Compression business	(95)	0	0
Depreciation	296	246	212
Amortization	64	69	43
Non-cash stock compensation expense	54	54	44
Gain from remeasurement of prior interest in equity method investment	(8)	0	0
Deferred income taxes and tax benefit of stock compensation plan transactions	(48)	11	(85)
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables	166	(470)	(144)
Inventories	(144)	(367)	(369)
Accounts payable and accrued liabilities	(17)	556	213
Other assets and liabilities, net	77	15	18
Net cash provided by operating activities	1,193	838	683
Cash flows from investing activities:
Proceeds from sales and maturities of short-term investments	65	1,559	1,032
Purchases of short-term investments	(137)	(1,082)	(1,126)
Capital expenditures	(385)	(520)	(427)
Net proceeds received from sale of Reciprocating Compression business	547	0	0
Dispositions (acquisitions), net of cash acquired	(7)	(11)	(349)
Proceeds received and cash acquired from formation of OneSubsea, net of taxes paid of 80	0	523	0
Proceeds from sales of plant and equipment	13	13	27
Net cash provided by (used for) investing activities	96	482	(843)
Cash flows from financing activities:
Short-term loan borrowings (repayments), net	(34)	46	(42)
Issuance of senior debt	500	747	499
Debt issuance costs	(4)	(6)	(3)
Early retirement of senior notes	(253)	0	0
Purchase of treasury stock	(1,747)	(1,531)	(21)
Contributions from noncontrolling interest owners	0	62	0
Distributions to noncontrolling interest owners	(42)	0	0
Purchases of noncontrolling ownership interests	0	(7)	0
Proceeds from stock option exercises, net of tax payments from stock compensation plan transactions	40	31	12
Excess tax benefits from stock compensation plan transactions	6	9	11
Principal payments on capital leases	(20)	(18)	(11)
Net cash provided by (used for) financing activities	(1,554)	(667)	445
Effect of translation on cash	(35)	(26)	2
Increase (decrease) in cash and cash equivalents	(300)	627	287
Cash and cash equivalents, beginning of year	1,813	1,186	899
Cash and cash equivalents, end of year	$ 1,513	$ 1,813	$ 1,186

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Plant and Equipment, Goodwill and Intangibles (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2014
Property, Plant and Equipment [Line Items]
Gross plant and equipment	$ 3,580	$ 3,670
Accumulated depreciation	(1,616)	(1,633)
Total plant and equipment, net	1,964	2,037
Goodwill [Roll Forward]
Balance at December 31, 2013	2,925
Discontinued operations	(249)
Impairment	(40)	0	0
Acquisitions	20
Adjustments to the purchase price allocation for prior year acquisitions	18
Translation effect of currency changes and other	(213)
Balance at December 31, 2014	2,461	2,925
Intangible assets, gross [Abstract]
Customer relationships	459	519
Patents and technology	382	426
Trademarks	68	69
Noncompete agreements, engineering drawings and other	80	103
Total intangible assets	989	1,117
Accumulated amortization	(261)	(213)
Total intangibles, net	728	904
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2015	45
2016	45
2017	44
2018	42
2019	38
Subsea [Member]
Goodwill [Roll Forward]
Balance at December 31, 2013	1,654
Discontinued operations	0
Impairment	0
Acquisitions	0
Adjustments to the purchase price allocation for prior year acquisitions	19
Translation effect of currency changes and other	(197)
Balance at December 31, 2014	1,476
Surface [Member]
Goodwill [Roll Forward]
Balance at December 31, 2013	199
Discontinued operations	0
Impairment	(40)
Acquisitions	20
Adjustments to the purchase price allocation for prior year acquisitions	0
Translation effect of currency changes and other	(6)
Balance at December 31, 2014	173
Drilling [Member]
Goodwill [Roll Forward]
Balance at December 31, 2013	505
Discontinued operations	0
Impairment	0
Acquisitions	0
Adjustments to the purchase price allocation for prior year acquisitions	0
Translation effect of currency changes and other	(4)
Balance at December 31, 2014	501
Valves & Measurement [Member]
Goodwill [Roll Forward]
Balance at December 31, 2013	318			311
Discontinued operations	0
Impairment	0
Acquisitions	0
Adjustments to the purchase price allocation for prior year acquisitions	(1)
Translation effect of currency changes and other	(6)
Balance at December 31, 2014	311			311
Discontinued Operations [Member]
Goodwill [Roll Forward]
Balance at December 31, 2013	249
Discontinued operations	(249)
Impairment	0
Acquisitions	0
Adjustments to the purchase price allocation for prior year acquisitions	0
Translation effect of currency changes and other	0
Balance at December 31, 2014	0
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	130	132
Buildings [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	726	744
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	1,682	1,662
Tooling, dies, patterns, etc. [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	179	208
Office furniture & equipment [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	212	210
Capitalized software [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	370	348
Assets under capital leases [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	120	107
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	127	231
All other [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	$ 34	$ 28

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2014

Discontinued Operations [Abstract]

Summarized financial information of discontinued businesses

The Company’s historical consolidated Results of Operations statement has been retrospectively revised to reflect the results of operations for both businesses as discontinued operations for all periods presented.  Summarized financial information relating to these businesses is shown below:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Revenues	$	428		$	701		$	707
Cost of sales (excluding depreciation and amortization)		(306	)		(498	)		(503	)
All other costs		(94	)		(105	)		(108	)
Gain on sale of the Reciprocating Compression business, before tax		95			–			–
Income before income taxes		123			98			96
Income tax provision		(97	)		(33	)		(30	)
Income from discontinued operations, net of income taxes	$	26		$	65		$	66

The gain on the sale of the Reciprocating Compression business was determined as follows (dollars in millions):

Sales price	$	550
Net assets sold		(442	)
Transaction and other costs associated with the sale		(13	)
Pre-tax gain		95
Tax provision(1)		(88	)
Gain on sale	$	7

^(1)– The tax provision associated with the gain on the sale of the Reciprocating Compression business was approximately $88 million, which was impacted by nondeductible goodwill of approximately $192 million included in the total net assets sold.

The net assets sold of the Reciprocating Compression business were as follows (dollars in millions):

Accounts receivable	$	79
Inventory		122
Goodwill		214
All other		27
Net assets sold	$	442

Assets and liabilities of the Centrifugal Compression business held for sale in the Company’s Consolidated Balance Sheet at December 31, 2014 were as follows:

(dollars in millions)	December 31, 2014
Receivables, net	$	37
Inventories, net		86
Other current assets		14
Plant and equipment, net		45
Goodwill		35
Assets of discontinued operations	$	217
Accounts payable, accrued and other current liabilities	$	89
Other long-term liabilities		1
Liabilities of discontinued operations	$	90

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Income Taxes (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Components of income before income taxes [Abstract]
U.S. operations	$ 294,000,000	$ 219,000,000	$ 664,000,000
Foreign operations	786,000,000	636,000,000	178,000,000
Income from continuing operations before income taxes	1,080,000,000	855,000,000	842,000,000
Current [Abstract]
U.S. federal	70,000,000	0	97,000,000
U.S. state and local	4,000,000	11,000,000	7,000,000
Foreign	231,000,000	166,000,000	137,000,000
Total Current Income Taxes	305,000,000	177,000,000	241,000,000
Deferred [Abstract]
U.S. federal	0	31,000,000	(37,000,000)
U.S. state and local	(3,000,000)	2,000,000	(2,000,000)
Foreign	(44,000,000)	(14,000,000)	(45,000,000)
Total Deferred Income Taxes	(47,000,000)	19,000,000	(84,000,000)
Income tax provision	258,000,000	196,000,000	157,000,000
Effective income tax rate reconciliation [Abstract]
U.S. federal statutory rate (in hundredths)	35.00%	35.00%	35.00%
State and local income taxes (in hundredths)	0.00%	1.00%	0.40%
Foreign statutory rate differential (in hundredths)	(10.70%)	(11.60%)	(10.20%)
Change in valuation allowance on deferred tax assets (in hundredths)	3.40%	(1.70%)	6.60%
Nondeductible expenses (in hundredths)	(0.10%)	1.10%	0.90%
Net U.S. tax on foreign source income (in hundredths)	(2.90%)	(3.20%)	(12.20%)
All other (in hundredths)	(0.80%)	2.30%	(1.90%)
Total (in hundredths)	23.90%	22.90%	18.60%
Total income taxes paid	353,000,000	329,000,000	240,000,000
Deferred tax liabilities [Abstract]
Plant and equipment	(190,000,000)	(171,000,000)
Intangible assets	(221,000,000)	(251,000,000)
Other	(9,000,000)	(16,000,000)
Total deferred tax liabilities	(420,000,000)	(438,000,000)
Deferred tax assets [Abstract]
Inventory	48,000,000	20,000,000
Postretirement benefits other than pensions	3,000,000	12,000,000
Reserves and accruals	160,000,000	93,000,000
Net operating losses and tax credits	259,000,000	246,000,000
Pensions	38,000,000	16,000,000
Other	27,000,000	17,000,000
Total deferred tax assets	535,000,000	404,000,000
Valuation allowance	(79,000,000)	(59,000,000)	(84,000,000)
Net deferred tax assets (liabilities)	36,000,000	(93,000,000)
Changes in unrecognized tax benefits [Roll Forward]
Balance at beginning of year	103,000,000	121,000,000	148,000,000
Decreases in estimates for tax positions taken prior to the current year	0	0	(11,000,000)
Increases due to tax positions taken during the current year	6,000,000	3,000,000	0
Decreases relating to settlements with tax authorities	(10,000,000)	(19,000,000)	(10,000,000)
Decreases resulting from the lapse of applicable statutes of limitation	0	0	(7,000,000)
Net increases (decreases) due to translation and interest	(2,000,000)	(2,000,000)	1,000,000
Balance at end of year	97,000,000	103,000,000	121,000,000
Unrecognized tax benefits expected to settle within twelve months	97,000,000
Valuation Allowance [Abstract]
Balance at beginning of year	59,000,000	84,000,000	30,000,000
Valuation allowances for unutilized net operating losses and excess foreign tax credits generated in the current year	25,000,000	11,000,000	36,000,000
Change in valuation allowances related to prior years	(2,000,000)	(16,000,000)	19,000,000
Write-off of valuation allowances and associated deferred tax assets for certain losses that have no possibility of being utilized	0	(19,000,000)	0
Effect of translation	(3,000,000)	(1,000,000)	(1,000,000)
Balance at ending of year	79,000,000	59,000,000	84,000,000
Tax Credit Carryforward [Line Items]
Operating loss carryforwards regular income taxes expiration period	2018 - Indefinite
Tax benefit associated with certain stock benefit plan transactions	6,000,000	10,000,000	12,000,000
Unremitted foreign subsidiary earnings considered permanently reinvested	5,100,000,000
Tax holiday benefit in Singapore and Malaysia jurisdictions	11,000,000	3,000,000	2,000,000
Minimum [Member]
Tax Credit Carryforward [Line Items]
Operating loss carryforwards state income taxes expiration year	2018
Tax credit carryforward, expiration year	2016
Maximum [Member]
Tax Credit Carryforward [Line Items]
Operating loss carryforwards state income taxes expiration year	2034
Tax credit carryforward, expiration year	2024
United States [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2011
United Kingdom [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2012
Canada [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2006
France [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2012
Germany [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2008
Norway [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2010
Singapore [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2010
Italy [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2008
Domestic Tax Authority [Member]
Tax Credit Carryforward [Line Items]
Operating loss carryforwards state income taxes	6,000,000
Operating loss carryforwards regular income taxes	0
Foreign tax credits	93,000,000
Foreign Tax Authority [Member]
Tax Credit Carryforward [Line Items]
Operating loss carryforwards state income taxes	0
Operating loss carryforwards regular income taxes	381,000,000
Foreign tax credits	$ 0

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Taxes [Abstract]

Income Taxes

Note 13: Income Taxes

The components of income from continuing operations before income taxes were as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
U.S. operations	$	294	$	219	$	664
Foreign operations		786		636		178
Income from continuing operations before income taxes	$	1,080	$	855	$	842

The provisions for income taxes were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Current:
U.S. federal	$	70		$	–		$	97
U.S. state and local		4			11			7
Foreign		231			166			137
		305			177			241
Deferred:
U.S. federal		–			31			(37	)
U.S. state and local		(3	)		2			(2	)
Foreign		(44	)		(14	)		(45	)
		(47	)		19			(84	)
Income tax provision	$	258		$	196		$	157

The reasons for the differences between the provision for income taxes and income taxes using the U.S. federal income tax rate were as follows:

	Year Ended December 31,
	2014			2013			2012
U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
State and local income taxes		–			1.0			0.4
Foreign statutory rate differential		(10.7	)		(11.6	)		(10.2	)
Change in valuation allowance on deferred tax assets		3.4			(1.7	)		6.6
Nondeductible expenses		(0.1	)		1.1			0.9
Net U.S. tax on foreign source income		(2.9	)		(3.2	)		(12.2	)
All other		(0.8	)		2.3			(1.9	)
Total		23.9	%		22.9	%		18.6	%
Total income taxes paid (dollars in millions)	$	353		$	329		$	240

Components of deferred tax assets (liabilities) were as follows:

	December 31,
(dollars in millions)	2014			2013
Deferred tax liabilities:
Plant and equipment	$	(190	)	$	(171	)
Intangible assets		(221	)		(251	)
Other		(9	)		(16	)
Total deferred tax liabilities		(420	)		(438	)
Deferred tax assets:
Inventory		48			20
Postretirement benefits other than pensions		3			12
Reserves and accruals		160			93
Net operating losses and tax credits		259			246
Pensions		38			16
Other		27			17
Total deferred tax assets		535			404
Valuation allowance		(79	)		(59	)
Net deferred tax assets (liabilities)	$	36		$	(93	)

Changes in the Company’s accruals for unrecognized tax benefits were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Balance at beginning of year	$	103		$	121		$	148
Decreases in estimates for tax positions taken prior to the current year		–			–			(11	)
Increases due to tax positions taken during the current year		6			3			–
Decreases relating to settlements with tax authorities		(10	)		(19	)		(10	)
Decreases resulting from the lapse of applicable statutes of limitation		–			–			(7	)
Net increases (decreases) due to translation and interest		(2	)		(2	)		1
Balance at end of year	$	97		$	103		$	121

The Company has a $97 million accrual for unrecognized tax benefits at December 31, 2014, for which the majority of the uncertainties surrounding the benefits are expected to be settled during the next twelve-month period as a result of the conclusion of various income tax audits or due to the expiration of the applicable statute of limitations. The Company is not currently aware of any material amounts included as unrecognized tax benefits at December 31, 2014 that, if recognized, would not impact the Company’s future effective income tax rate.

There were no material payments for interest or penalties for the years ended December 31, 2014, 2013 or 2012. Also, there were no material accruals for unpaid interest or penalties at December 31, 2014 or 2013.

The Company and its subsidiaries file income tax returns in the United States, various domestic states and localities and in many foreign jurisdictions. The earliest years’ tax returns filed by the Company that are still subject to examination by authorities in the major tax jurisdictions are as follows:

United States	United Kingdom	Canada	France	Germany	Norway	Singapore	Italy
2011	2012	2006	2012	2008	2010	2010	2008

At December 31, 2014, the Company had net operating loss and credit carryforwards in numerous jurisdictions with various expiration periods, including certain jurisdictions which have no expiration period.  Changes in the Company’s valuation allowances against these net operating loss and credit carryforwards and other deferred tax assets were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Balance at beginning of year	$	59		$	84		$	30
Valuation allowances for unutilized net operating losses and excess foreign tax credits generated in the current year		25			11			36
Change in valuation allowances related to prior years		(2	)		(16	)		19
Write-off of valuation allowances and associated deferred tax assets for certain losses that have no possibility of being utilized		–			(19	)		–
Effect of translation		(3	)		(1	)		(1	)
Balance at end of year	$	79		$	59		$	84

The Company has considered all available evidence in assessing the need for the valuation allowance, including future taxable income, future foreign source income, and ongoing prudent and feasible tax planning strategies. In the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the net deferred tax assets would be charged to income in the period such determination was made.

Tax attribute carryforwards which are available for use on future income tax returns at December 31, 2014 are as follows:

(dollars in millions)	Domestic		Foreign		Expiration
Net operating losses - regular income tax	$	–	$	381	2018 - Indefinite
Net operating losses – state income tax	$	6	$	–		2018 – 2034
Foreign tax credits	$	93	$	–		2016 – 2024

The tax benefit that the Company receives with respect to certain stock compensation plan transactions is credited to capital in excess of par value and does not reduce income tax expense. This benefit amounted to $6 million, $10 million and $12 million in 2014, 2013 and 2012, respectively.

The Company considers all unremitted earnings of its foreign subsidiaries, except certain amounts primarily earned before 2003, certain amounts earned during 2009, certain amounts earned by NATCO, and amounts previously subjected to tax in the U.S., to be permanently reinvested. An estimate of the amounts considered permanently reinvested is $5.1 billion. It is not practical for the Company to compute the amount of additional U.S. tax that would be due on this amount. The Company has provided deferred income taxes on the earnings that the Company anticipates will be remitted.

The Company operates in jurisdictions, primarily Singapore and Malaysia, in which it has been granted tax holidays. The benefit of these holidays for 2014, 2013 and 2012 was approximately $11 million, $3 million and $2 million, respectively.

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Other Costs (Tables)

12 Months Ended

Dec. 31, 2014

Other Costs [Abstract]

Schedule of Other Costs

The gain on the sale of the Reciprocating Compression business was determined as follows (dollars in millions):

Sales price	$	550
Net assets sold		(442	)
Transaction and other costs associated with the sale		(13	)
Pre-tax gain		95
Tax provision(1)		(88	)
Gain on sale	$	7

^(1)– The tax provision associated with the gain on the sale of the Reciprocating Compression business was approximately $88 million, which was impacted by nondeductible goodwill of approximately $192 million included in the total net assets sold.

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Accumulated Other Elements of Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2014

Accumulated Other Elements of Comprehensive Income (Loss) [Abstract]

Accumulated Other Elements of Comprehensive Income (Loss)

Note 15: Accumulated Other Elements of Comprehensive Income (Loss)

Accumulated other elements of comprehensive income (loss) comprised the following:

(dollars in millions)	Accumulated Foreign Currency Translation Gain (Loss)			Prior Service Credits and Net Actuarial Losses			Accumulated Gain (Loss) on Cash Flow Hedges			Total			Other Comprehensive Income
Balance at December 31, 2011	$	(29	)	$	(56	)	$	(6	)	$	(91	)
Foreign currency translation gain (loss)		75			–			–			75		$	75
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(33	)		–			(33	)		(33	)
Amortization of actuarial (gains) losses, net of tax		–			2			–			2			2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			10			10			10
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax								7			7			7
Balance at December 31, 2012		46			(87	)		11			(30	)	$	61
Foreign currency translation gain (loss)		(95	)		–			–			(95	)	$	(95	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			40			–			40			40
Amortization of actuarial (gains) losses, net of tax		–			2			–			2			2
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			6			6			6
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			(3	)		(3	)		(3	)
Balance at December 31, 2013		(49	)		(45	)		14			(80	)	$	(50	)
Foreign currency translation gain (loss)		(379	)		–			–			(379	)	$	(379	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(31	)		–			(31	)		(31	)
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax		–			(3	)		–			(3	)		(3	)
Amortization of actuarial (gains) losses, net of tax		–			1			–			1			1
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			(52	)		(52	)		(52	)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			4			4			4
Balance of December 31, 2014	$	(428	)	$	(78	)	$	(34	)	$	(540	)	$	(460	)

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Business Segments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014 Segment	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014 Segment	Dec. 31, 2013	Dec. 31, 2012
Business Segments [Abstract]
Number of business segments	4								4
Schedule of Equity Method Investments [Line Items]
Research and product development costs									$ 128	$ 83	$ 63
Percent of total research and development costs incurred by DPS (in hundredths)									58.00%	44.00%	47.00%
Segment Reporting Information [Line Items]
Revenues	2,804	2,678	2,570	2,329	2,731	2,317	2,134	1,956	10,381	9,138	7,795
Depreciation and amortization									348	298	238
Other costs									73	92	33
Consolidated income from continuing operations before income taxes									1,080	855	842
Capital expenditures									385	520	427
Total assets	12,892				14,249				12,892	14,249	11,158
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									10,381	9,138	7,795
Long-lived assets	5,153				5,866				5,153	5,866	4,025
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									4,689	4,311	4,058
Long-lived assets	2,367				2,670				2,367	2,670	2,532
United Kingdom [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									964	822	612
Long-lived assets	219				197				219	197	170
Other Foreign Countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									4,728	4,005	3,125
Long-lived assets	2,567				2,999				2,567	2,999	1,323
Operating Segments [Member] | Subsea [Member]
Segment Reporting Information [Line Items]
Revenues									3,067	2,813	2,061
Depreciation and amortization									113	85	57
Segment operating income before interest and income taxes									207	152	72
Capital expenditures									70	80	82
Total assets	5,571				5,897				5,571	5,897	3,364
Operating Segments [Member] | Surface [Member]
Segment Reporting Information [Line Items]
Revenues									2,411	2,077	1,859
Depreciation and amortization									126	106	85
Segment operating income before interest and income taxes									427	367	315
Capital expenditures									125	156	132
Total assets	2,756				2,705				2,756	2,705	2,307
Operating Segments [Member] | Drilling [Member]
Segment Reporting Information [Line Items]
Revenues									3,049	2,327	1,807
Depreciation and amortization									60	60	46
Segment operating income before interest and income taxes									474	311	329
Capital expenditures									38	111	97
Total assets	3,011				3,076				3,011	3,076	2,413
Operating Segments [Member] | V&M [Member]
Segment Reporting Information [Line Items]
Revenues									2,125	2,105	2,168
Depreciation and amortization									49	47	50
Segment operating income before interest and income taxes									393	414	396
Capital expenditures									49	58	30
Total assets	1,633				1,765				1,633	1,765	1,743
Corporate [Member]
Segment Reporting Information [Line Items]
Corporate expenses									(145)	(162)	(126)
Interest, net									(129)	(100)	(90)
Other costs									(73)	(92)	(33)
Capital expenditures									96	102	69
Total assets	581				844				581	844	1,376
Discontinued Operations [Member]
Segment Reporting Information [Line Items]
Capital expenditures									7	13	17
Total assets	217				616				217	616	615
Operating segments after intersegment earnings before corporate allocation [Member]
Segment Reporting Information [Line Items]
Segment operating income before interest and income taxes									1,427	1,209	1,091
Eliminations of intersegment earnings [Member]
Segment Reporting Information [Line Items]
Revenues									(271)	(184)	(100)
Segment operating income before interest and income taxes									(74)	(35)	(21)
Total assets	$ (877)				$ (654)				$ (877)	$ (654)	$ (660)
OneSubsea [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percnetage	60.00%								60.00%
Minority ownership percentage (in hundredths)	40.00%								40.00%

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Consolidated Cash Flows (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Cash flows from investing activities:
Proceeds received and cash acquired from formation of OneSubsea, taxes paid	$ 80

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Consolidated Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Consolidated Comprehensive Income [Abstract]
Net income	$ 848	$ 724	$ 751
Foreign currency translation gain (loss)	(526)	(70)	75
Gain (loss) on derivatives recognized in other comprehensive income:
Pre-tax	(109)	19	15
Tax effect	33	(5)	(5)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income to:
Revenues	7	(2)	6
Cost of sales	6	(5)	4
Tax effect	(5)	2	(3)
Actuarial gains (losses) recognized in other comprehensive income:
Pre-tax	(43)	25	(43)
Tax effect	8	(12)	9
Curtailment and settlement (gains) losses recognized:
Pre-tax	(11)	0	0
Tax effect	3	0	0
Amortization to selling and administrative expenses of:
Prior service credits	(2)	(3)	(1)
Net actuarial losses	6	7	5
Tax effect	(1)	0	(1)
Comprehensive income	214	680	812
Comprehensive income attributable to noncontrolling interest:
Net income	37	25	0
Foreign currency translation gain (loss)	(147)	24	0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	(24)	7	0
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	4	(1)	0
Actuarial (gains) loss recognized in other comprehensive income, net of tax	(4)	(26)	0
Curtailment and settlement gains (losses) recognized in other comprehensive income, net of tax	(5)	0	0
Amortization to selling and administrative expenses, net of tax	2	2	0
Comprehensive income attributable to noncontrolling interest	(137)	31	0
Comprehensive income attributable to Cameron	$ 351	$ 649	$ 812

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Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2014

Accounts Payable and Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities

Note 8: Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	December 31,
(dollars in millions)	2014		2013
Trade accounts payable and accruals	$	1,084	$	1,184
Advances from customers		1,576		1,676
Other accruals		1,088		1,023
Total accounts payable and accrued liabilities	$	3,748	$	3,883

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Feb. 10, 2015	Jun. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	CAMERON INTERNATIONAL CORP
Entity Central Index Key	0000941548
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 10,963.201206
Entity Common Stock, Shares Outstanding		193,721,697
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2014

XML

Employee Benefit Plans

12 Months Ended

Dec. 31, 2014

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 9: Employee Benefit Plans

As of December 31, 2014, the Company sponsored separate defined benefit pension plans for employees of certain of its international subsidiaries, as well as several unfunded defined benefit arrangements for various other employee groups. The defined benefit pension plan covering employees in the United Kingdom was frozen to new entrants effective June 14, 1996.

Certain of the Company’s employees also participate in various employee welfare benefit plans, including medical, dental and prescriptions. Additionally, certain retirees based in the United States receive retiree medical, prescription and life insurance benefits. All of the welfare benefit plans, including those providing postretirement benefits, are unfunded.

During 2014, the Company communicated to employees and beneficiaries of three of its international retirement plans that it had elected to terminate the respective defined benefit plans and replace them with defined contribution plans. The final settlement payments will occur in early 2015. The Company recorded a net pre-tax curtailment gain of approximately $8 million (included in Other Costs – see Note 4 of the Notes to Consolidated Financial Statements) related to the termination of these plans.

Total net benefit plan expense (income) associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

	Pension Benefits									Postretirement Benefits
(dollars in millions)	2014			2013			2012			2014			2013			2012
Service cost	$	18		$	10		$	3		$	−		$	−		$	−
Interest cost		20			17			15			−			−			−
Expected return on plan assets		(27	)		(21	)		(18	)		−			−			−
Amortization of prior service credits		(2	)		(2	)		–			(1	)		(1	)		(1	)
Amortization of losses (gains)		9			8			6			(1	)		(1	)		(1	)
Curtailment gain		(12	)		–			–			–			–			–
Settlement loss		4			–			4			–			–			–
Other		–			–			2			−			−			−
Total net benefit plan expense (income)	$	10		$	12		$	12		$	(2	)	$	(2	)	$	(2	)

Included in accumulated other elements of comprehensive income (loss) at December 31, 2014 and 2013 are the following amounts that have not yet been recognized in net periodic benefit plan cost, as well as the amounts that are expected to be recognized in net periodic benefit plan cost during the year ending December 31, 2015:

	December 31, 2014						December 31, 2013						Year Ending December 31, 2015
(dollars in millions)	Before Tax			After Tax			Before Tax			After Tax			Expected Amortization
Pension benefits:
Prior service credits	$	18		$	14		$	22		$	17		$	(2	)
Actuarial losses, net		(136	)		(109	)		(119	)		(94	)		10
Postretirement benefits:
Prior service credits		3			2			3			2			(1	)
Actuarial gains		8			5			9			6			(1	)
	$	(107	)	$	(88	)	$	(85	)	$	(69	)	$	6

The change in the projected benefit obligation associated with the Company’s defined benefit pension plans and the change in the accumulated benefit obligation associated with the Company’s postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2014			2013			2014			2013
Benefit obligation at beginning of year	$	489		$	387		$	11		$	13
Service cost		18			10			−			−
Interest cost		20			17			−			−
Plan participants’ contributions		1			1			−			−
Actuarial losses (gains)		78			12			(1	)		(1	)
Exchange rate changes		(52	)		5			−			−
Benefit payments		(14	)		(14	)		(1	)		(1	)
Plan amendments		−			(21	)		−			−
Acquisitions		−			67			−			–
Curtailments		(23	)		–			−			–
Settlements		(8	)		–			−			−
Other		–			25			−			−
Benefit obligation at end of year	$	509		$	489		$	9		$	11

The total accumulated benefit obligation for the Company’s defined benefit pension plans was $469 million and $435 million at December 31, 2014 and 2013, respectively.

The change in the plan assets associated with the Company’s defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2014			2013			2014			2013
Fair value of plan assets at beginning of year	$	432		$	318		$	–		$	−
Actual return on plan assets		53			41			−			−
Company contributions		27			13			1			1
Plan participants’ contributions		1			1			−			−
Exchange rate changes		(40	)		6			−			−
Benefit payments		(14	)		(14	)		(1	)		(1	)
Acquisitions		–			46			–			–
Settlements		(8	)		–			–			–
Other		4			21			−			−
Fair value of plan assets at end of year	$	455		$	432		$	−		$	−

The status of the Company’s underfunded defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
	December 31,						December 31,
(dollars in millions)	2014			2013			2014			2013
Current	$	(1	)	$	(1	)	$	(1	)	$	(2	)
Non-current		(53	)		(55	)		(8	)		(9	)
Underfunded status at end of year	$	(54	)	$	(56	)	$	(9	)	$	(11	)

Actual asset investment allocations for the Company’s main defined benefit pension plan in the United Kingdom, which accounts for approximately 78% of total plan assets, were as follows:

	2014			2013			2012
U.K. plan:
Equity securities		55	%		60	%		54	%
Fixed income debt securities, cash and other		45	%		40	%		46	%

In each jurisdiction, the investment of plan assets is overseen by a plan asset committee whose members act as trustees of the plan and set investment policy. For the years ended December 31, 2014, 2013 and 2012, the investment strategy has been designed to approximate the performance of market indexes. The Company’s targeted allocation for the U.K. plan for 2015 and beyond is approximately 55% in equities, 40% in fixed income debt securities and 5% in real estate and other.

During 2014, the Company made contributions totaling approximately $27 million to the assets of its various defined benefit pension plans. Contributions to plan assets for 2015 are currently expected to approximate $12 million assuming no change in the current discount rate or expected investment earnings.

The assets of the Company’s pension plans are generally invested in debt and equity securities or mutual funds, which are valued based on quoted market prices for an individual asset (level 1 market inputs) or mutual fund unit values, which are based on the fair values of the individual securities that the fund has invested in (level 2 observable market inputs).  A certain portion of the assets are invested in insurance contracts, real estate and other investments, which are valued based on level 3 unobservable inputs.

The fair values of the Company’s pension plan assets by asset category at December 31, 2014 and 2013 were as follows:

	Fair Value Based on Quoted Prices in Active  Markets for Identical Assets (Level 1)				Fair Value Based on Significant Other Observable Inputs (Level 2)				Fair Value Based on Significant Unobservable Inputs (Level 3)				Total
(dollars in millions)	2014		2013		2014		2013		2014		2013		2014		2013
Cash and cash equivalents	$	1	$	1	$	–	$	–	$	–	$	–	$	1	$	1
Equity securities:
U.S. equities		–		–		83		83		–		–		83		83
Non-U.S. equities		–		–		120		125		–		–		120		125
Bonds:
Non-U.S. government bonds		–		–		117		92		–		–		117		92
Non-U.S. corporate bonds		–		–		30		26		–		–		30		26
Alternative investments:
Insurance contracts		–		–		–		–		89		91		89		91
Real estate and other		–		–		–		–		15		14		15		14
Total assets	$	1	$	1	$	350	$	326	$	104	$	105	$	455	$	432

Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013
Balance at beginning of the year	$	105		$	28
Purchases/sales, net		10			7
Other plan additions		–			68
Actual return on plan assets		4			3
Currency impact		(15	)		(1	)
Balance at end of the year	$	104		$	105

The weighted-average assumptions associated with the Company’s defined benefit pension and postretirement benefit plans were as follows:

	Pension Benefits						Postretirement Benefits
	2014			2013			2014			2013
Assumptions related to net benefit costs:
U.S. plans:
Discount rate		3.75	%		2.75	%		3.75	%		2.75	%
Measurement date	1/1/2014			1/1/2013			1/1/2014			1/1/2013
Foreign plans:
Discount rate		3.5-5.25	%		2.25-6.75	%		–			–
Expected return on plan assets		2.25-6.75	%		3.50-6.75	%		–			–
Rate of compensation increase		2.25-4.5	%		3.0-4.5	%		–			–
Measurement date	1/1/2014			1/1/2013				–			–
Assumptions related to end-of-period benefit obligations:
U.S. plans:
Discount rate		3.25	%		3.75	%		3.25	%		3.75	%
Health care cost trend rate		–			–			7.0	%		7.5	%
Measurement date	12/31/2014			12/31/2013			12/31/2014			12/31/2013
Foreign plans:
Discount rate		2.25-4.25	%		3.5-5.25	%		–			–
Rate of compensation increase		2.25-5.0	%		2.25-4.5	%		–			–
Measurement date	12/31/2014			12/31/2013				–			–

The Company’s discount rate assumptions for its U.S. postretirement benefits plan and its international defined benefit pension plans are based on the average yield of a hypothetical high quality bond portfolio with maturities that approximately match the estimated cash flow needs of the plans.

The assumptions for expected long-term rates of return on assets are based on historical experience and estimated future investment returns, taking into consideration anticipated asset allocations, investment strategies and the views of various investment professionals.

The rate of compensation increase assumption for international plans reflects local economic conditions and the Company’s compensation strategy in those locations.

The health care cost trend rate is assumed to decrease gradually from 7% to 5% by 2021 and remain at that level thereafter. A one-percentage-point increase or decrease in the assumed health care cost trend rate would not have a material impact on the service and interest cost components in 2014 or the postretirement benefit obligation as of December 31, 2014.

Amounts applicable to the Company’s pension plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets were as follows:

	Projected Benefit Obligation in Excess of Plan Assets				Accumulated Benefit Obligation in Excess of Plan Assets
	at December 31,				at December 31,
(dollars in millions)	2014		2013		2014		2013
Fair value of applicable plan assets	$	455	$	97	$	455	$	42
Projected benefit obligation of applicable plans	$	509	$	172		–		–
Accumulated benefit obligation of applicable plans		–		–	$	469	$	84

Future expected benefit payments are as follows:

(dollars in millions)	Pension Benefits		Postretirement Benefits
Year ending December 31:
2015	$	68	$	1
2016	$	12	$	1
2017	$	12	$	1
2018	$	13	$	1
2019	$	14	$	1
2020 - 2024	$	74	$	3

The Company’s United States-based employees who are not covered by a bargaining unit and certain others are also eligible to participate in the Cameron International Corporation Retirement Savings Plan. Under this plan, employees’ savings deferrals are partially matched in cash and invested at the employees’ discretion. The Company provides nondiscretionary retirement contributions to the Retirement Savings Plan on behalf of each eligible employee equal to 3% of their defined pay.  Eligible employees vest in the 3% retirement contributions plus any earnings after completing three years of service.  In addition, the Company provides an immediately vested matching contribution of up to 100% of the first 6% of pay contributed by each eligible employee.  Employees may contribute amounts in excess of 6% of their pay to the Retirement Savings Plan, subject to certain United States Internal Revenue Service limitations. The Company’s expense for the matching and retirement contribution for the years ended December 31, 2014, 2013 and 2012 amounted to $77 million, $77 million and $70 million, respectively. In addition, the Company provides savings or other benefit plans for employees under collective bargaining agreements and, in the case of certain international employees, as required by government mandate, which provide for, among other things, Company funding in cash based on specified formulas. Expense with respect to these various defined contribution and government-mandated plans for the years ended December 31, 2014, 2013 and 2012 amounted to $73 million, $83 million and $60 million, respectively.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Assets
Cash and cash equivalents	$ 1,513	$ 1,813
Short-term investments	113	41
Receivables, net	2,389	2,719
Inventories, net	2,929	3,133
Other	391	463
Assets of discontinued operations	217	0
Total current assets	7,552	8,169
Plant and equipment, net	1,964	2,037
Goodwill	2,461	2,925
Intangibles, net	728	904
Other assets	187	214
Total assets	12,892	14,249
Liabilities and stockholders' equity
Short-term Debt	263	297
Accounts payable and accrued liabilities	3,748	3,883
Accrued income taxes	168	80
Liabilities of discontinued operations	90	0
Total current liabilities	4,269	4,260
Long-term debt	2,819	2,563
Deferred income taxes	193	277
Other long-term liabilities	167	233
Total liabilities	7,448	7,333
Commitments and contingencies
Stockholders' equity:
Common stock, par value $.01 per share, 400,000,000 shares authorized, 263,111,472 shares issued at December 31, 2014 and 2013	3	3
Preferred stock, par value $.01 per share, 10,000,000 shares authorized, no shares issued or outstanding	0	0
Capital in excess of par value	3,255	3,207
Retained earnings	5,631	4,820
Accumulated other elements of comprehensive income (loss)	(540)	(80)
Less: Treasury stock at cost, 68,139,027 shares at December 31, 2014 and 41,683,164 shares at December 31, 2013	(3,794)	(2,098)
Total Cameron stockholders' equity	4,555	5,852
Noncontrolling interests	889	1,064
Total equity	5,444	6,916
Total liabilities and stockholders' equity	$ 12,892	$ 14,249

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Acquisitions and OneSubsea

12 Months Ended

Dec. 31, 2014

Acquisitions and OneSubsea [Abstract]

Acquisitions and OneSubsea

Note 3: Acquisitions and OneSubsea

Douglas Chero — During the third quarter of 2013, the Company’s V&M segment acquired Douglas Chero, an Italian valve manufacturer, for approximately $20 million, net of cash acquired.  The acquisition was made to support the Company’s international growth strategy by expanding its downstream industrial valve offerings.  Douglas Chero’s results of operations have been included in the V&M segment since the date of acquisition.

OneSubsea — On June 30, 2013, Cameron and Schlumberger Limited completed the formation of OneSubsea, a venture established to manufacture and develop products, systems and services for the subsea oil and gas market.  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, which included an additional $3 million of cash.  As 60% owner, Cameron manages the venture and reflects a noncontrolling interest in its financial statements for Schlumberger’s 40% interest in the venture.

Under the purchase method of accounting, the assets and liabilities of the Schlumberger businesses contributed to OneSubsea were reflected at their estimated fair values at June 30, 2013.  The excess of the fair value of the businesses contributed by Schlumberger over the net tangible and identifiable intangible assets of those businesses was recorded as goodwill.  The OneSubsea goodwill, totaling approximately $1 billion, is not deductible for tax purposes.

Due to Cameron maintaining control of OneSubsea, the contribution of Cameron’s existing subsea business unit into the venture was recorded at historical cost and the issuance of a 40% interest in the venture to Schlumberger was reflected as an adjustment to Cameron’s paid in capital in accordance with accounting rules governing decreases in a parent’s ownership interest in a subsidiary without loss of control.  Accordingly, the direct income tax consequences were also reflected as an adjustment to paid in capital.  During the fourth quarter of 2013, the Company paid approximately $80 million in taxes associated with this transaction.

2012 Acquisitions — During the fourth quarter of 2012, the Company spent $40 million, net of cash acquired, on two acquisitions, CairnToul Well Equipment Services Limited and ICI Artificial Lift, Inc. both of which were made to enhance the product and service offerings of its Surface segment.

On June 6, 2012, the Company closed on its purchase of the drilling equipment business of TTS Energy Division (“TTS”) from TTS Group ASA, a Norwegian company, for a cash payment of $248 million, net of cash acquired, subject to certain post-closing adjustments.  TTS provides high performance drilling equipment, rig packages and rig solutions for both onshore and offshore rigs to the international energy industry and its financial results have been included in the Drilling segment since the date of acquisition.

During the first quarter of 2012, the Company acquired 100% of the outstanding stock of Elco Filtration and Testing, Inc. (“Elco”), for a total purchase price of $61 million, net of cash acquired.  Elco was purchased to strengthen the Company’s wellhead product and service offerings and has been included in the Surface segment since the date of acquisition.

Approximately $250 million of goodwill was recorded as a result of the 2012 acquisitions, nearly $28 million of which is deductible for tax purposes.

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Discontinued Operations

12 Months Ended

Dec. 31, 2014

Discontinued Operations [Abstract]

Discontinued Operations

Note 2: Discontinued Operations

Effective June 1, 2014, the Company completed the sale of its Reciprocating Compression business to General Electric for gross cash consideration of approximately $550 million, before transaction costs.

On August 18, 2014, the Company announced that it had entered into a definitive agreement to sell its Centrifugal Compression business to Ingersoll Rand for gross cash consideration of $850 million, subject to closing adjustments.  The sale was completed effective January 1, 2015.

The Company’s historical consolidated Results of Operations statement has been retrospectively revised to reflect the results of operations for both businesses as discontinued operations for all periods presented.  Summarized financial information relating to these businesses is shown below:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Revenues	$	428		$	701		$	707
Cost of sales (excluding depreciation and amortization)		(306	)		(498	)		(503	)
All other costs		(94	)		(105	)		(108	)
Gain on sale of the Reciprocating Compression business, before tax		95			–			–
Income before income taxes		123			98			96
Income tax provision		(97	)		(33	)		(30	)
Income from discontinued operations, net of income taxes	$	26		$	65		$	66

The gain on the sale of the Reciprocating Compression business was determined as follows (dollars in millions):

Sales price	$	550
Net assets sold		(442	)
Transaction and other costs associated with the sale		(13	)
Pre-tax gain		95
Tax provision(1)		(88	)
Gain on sale	$	7

^(1)– The tax provision associated with the gain on the sale of the Reciprocating Compression business was approximately $88 million, which was impacted by nondeductible goodwill of approximately $192 million included in the total net assets sold.

The net assets sold of the Reciprocating Compression business were as follows (dollars in millions):

Accounts receivable	$	79
Inventory		122
Goodwill		214
All other		27
Net assets sold	$	442

Assets and liabilities of the Centrifugal Compression business held for sale in the Company’s Consolidated Balance Sheet at December 31, 2014 were as follows:

(dollars in millions)	December 31, 2014
Receivables, net	$	37
Inventories, net		86
Other current assets		14
Plant and equipment, net		45
Goodwill		35
Assets of discontinued operations	$	217
Accounts payable, accrued and other current liabilities	$	89
Other long-term liabilities		1
Liabilities of discontinued operations	$	90

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Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 14: Stockholders’ Equity

Common Stock

The Company’s Board of Directors has given management the authority to purchase approximately $3.8 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.  At December 31, 2014, the Company had remaining authority for future stock purchases totaling approximately $476 million.

Changes in the number of shares of the Company’s outstanding stock for the last three years were as follows:

	Common Stock		Treasury Stock			Shares Outstanding
Balance - December 31, 2011		263,111,472		(17,579,397	)		245,532,075
Purchase of treasury stock		–		(412,800	)		(412,800	)
Stock issued under stock compensation plans		–		1,576,861			1,576,861
Balance - December 31, 2012		263,111,472		(16,415,336	)		246,696,136
Purchase of treasury stock		–		(26,955,623	)		(26,955,623	)
Stock issued under stock compensation plans		–		1,687,795			1,687,795
Balance - December 31, 2013		263,111,472		(41,683,164	)		221,428,308
Purchase of treasury stock		–		(27,970,492	)		(27,970,492	)
Stock issued under stock compensation plans		–		1,514,629			1,514,629
Balance - December 31, 2014		263,111,472		(68,139,027	)		(194,972,445	)

At December 31, 2014, 17,447,056 shares of unissued common stock or treasury stock were reserved for future issuance relating to previous grants of options, deferred stock units, restricted stock units and other awards under various stock compensation plans that were still outstanding at December 31, 2014, and for future available grants under those plans.

Preferred Stock

The Company is authorized to issue up to 10 million shares of preferred stock, par value of $0.1 per share.  Shares of preferred stock may be issued in one or more series of classes, each of which series or class shall have such distinctive designation or title and terms as shall be fixed by the Board of Directors of the Company prior to issuance of any shares.

Retained Earnings

Delaware law, under which the Company is incorporated, provides that dividends may be declared by the Company’s Board of Directors from a current year’s earnings as well as from the total of capital in excess of par value plus the retained earnings, which amounted to approximately $8.9 billion at December 31, 2014.

In addition, dividends to be paid by OneSubsea to the venture partners require approval by the Board of Directors of OneSubsea.

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Stock-Based Compensation Plans

12 Months Ended

Dec. 31, 2014

Stock-Based Compensation Plans [Abstract]

Stock-Based Compensation Plans

Note 10: Stock-Based Compensation Plans

The Company has grants outstanding under various equity compensation plans, only one of which, the Equity Incentive Plan (EQIP), is currently available for future grants of equity compensation awards to employees and non-employee directors. Options granted under the Company’s equity compensation plans had an exercise price equal to the market value of the underlying common stock on the date of grant and all terms were fixed.

Stock-based compensation expense recognized was as follows:

	Year Ended December 31,
(dollars in millions)	2014		2013		2012
Outstanding restricted and deferred stock units and awards	$	44	$	40	$	32
Unvested outstanding stock options		10		14		12
Total stock-based compensation expense	$	54	$	54	$	44

The total income statement tax benefit recognized from stock-based compensation arrangements during the years ended December 31, 2014, 2013 and 2012  totaled approximately $20 million, $20 million and $17 million, respectively.

Stock options

Options with terms of seven or ten years have been granted to officers and other key employees of the Company under the EQIP plan at a fixed exercise price equal to the fair value of the Company’s common stock on the date of grant. The options generally vest in one-third increments each year on the anniversary date following the date of grant, based on continued employment.

A summary of option activity under the Company’s stock compensation plans as of and for the year ended December 31, 2014 is presented below:

Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (dollars in millions)
Outstanding at January 1, 2014		4,197,093		$	47.92
Granted		782,779			57.71
Exercised		(1,064,138	)		40.48
Forfeited		(3,246	)		64.97
Outstanding at December 31, 2014		3,912,488		$	51.89		6.27		$	13
Vested at December 31, 2014 or expected to vest in the future		3,899,272		$	51.86		6.26		$	13
Exercisable at December 31, 2014		2,471,452		$	47.32		4.63		$	13

	At December 31, 2014
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	14
Weighted-average remaining expense recognition period (in years)		1.95

The fair values per share of option grants for the years ended December 31, 2014, 2013 and 2012 were estimated using the Black-Scholes-Merton option pricing formula with the following weighted-average assumptions:

	Year Ended December 31,
	2014			2013			2012
Expected life (in years)		3.3			3.2			3.2
Risk-free interest rate		0.86	%		0.67	%		0.37	%
Volatility		33.8	%		34.3	%		39.4	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

The Company determined the assumptions involving the expected life of its options and volatility rates based primarily on historical data and consideration of expectations for the future.

The above assumptions and market prices of the Company’s common stock at the date of option exercises resulted in the following values:

	Year Ended December 31,
	2014		2013		2012
Grant-date fair value per option	$	14.51	$	16.19	$	15.68
Intrinsic value of options exercised (dollars in millions)	$	26	$	31	$	34
Average intrinsic value per share of options exercised	$	24.17	$	26.30	$	23.39

Restricted and deferred stock units and awards

Grants of restricted stock units are made to officers and other key employees. The restricted stock units granted generally provide for vesting in one-third increments each year or three-year 100% cliff vesting on the third anniversary of the date of grant, based on continued employment.

Non-employee directors are entitled to receive an annual number of deferred stock units equal to a value of $250,000 determined on the day following the Company’s annual meeting of stockholders or, if a director’s election to the Board occurs between annual meetings of stockholders, the initial grant of deferred stock units is based on a pro-rata portion of the annual grant amount equal to the remaining number of months in the board year until the next annual meeting of stockholders.  These units, which have no exercise price and no expiration date, vest in one-fourth increments quarterly over the following year but cannot be converted into common stock until the earlier of termination of Board service or three years, although Board members have the ability to voluntarily defer conversion for a longer period of time.

A summary of restricted and deferred stock unit award activity under the Company’s stock compensation plans as of and for the year ended December 31, 2014 is presented below:

Restricted and Deferred Stock Units	Number			Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2014		1,658,357		$	28.22
Granted		826,329			59.63
Vested		(563,179	)		59.82
Forfeited		(72,825	)		57.22
Nonvested at December 31, 2014		1,848,682		$	31.89

	At December 31, 2014
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	46
Weighted-average remaining expense recognition period (in years)		1.60

Information on restricted and deferred stock units granted and vesting during the three years ended December 31, 2014 follows:

	Year Ended December 31,
	2014		2013		2012
Number of units granted with performance conditions		174,697		185,992		211,244
Intrinsic value of units vesting (dollars in millions)	$	34	$	46	$	38
Total number of units granted		826,329		838,207		674,578
Weighted average grant date fair value per unit	$	59.63	$	57.95	$	50.44

The fair value of restricted and deferred stock units is determined based on the closing trading price of the Company’s common stock on the grant date.

At December 31, 2014, 11,685,001 shares were reserved for future grants of options, deferred stock units, restricted stock units and other awards. The Company may issue either treasury shares or newly issued shares of its common stock in satisfaction of these awards.

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Inventories

12 Months Ended

Dec. 31, 2014

Inventories [Abstract]

Inventories

Note 6: Inventories

Inventories consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Raw materials	$	159		$	238
Work-in-process		827			894
Finished goods, including parts and subassemblies		2,150			2,208
Other		24			22
		3,160			3,362
Excess of current costs over LIFO costs		(86	)		(120	)
Allowance for obsolete and excess inventory		(145	)		(109	)
Total inventories	$	2,929		$	3,133

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Accounts Payable and Accrued Liabilities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accounts Payable and Accrued Liabilities [Abstract]
Trade accounts payable and accruals	$ 1,084	$ 1,184
Advances from customers	1,576	1,676
Other accruals	1,088	1,023
Total accounts payable and accrued liabilities	$ 3,748	$ 3,883

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Other Costs

12 Months Ended

Dec. 31, 2014

Other Costs [Abstract]

Other Costs

Note 4: Other Costs

Other costs, net of credits, consisted of the following:

	Year Ended December 31,
(dollars in millions)	2014			2013		2012
Goodwill impairment	$	40		$	–	$	–
Litigation costs		11			3		2
Loss on disposal of non-core assets		10			–		–
Impairment of identifiable intangible assets		4			–		18
Costs for early retirement of debt		3			–		–
OneSubsea formation and other acquisition and integration costs		2			60		16
International pension curtailment and settlement costs (credits), net		(8	)		–		7
Gain from remeasurement of prior interest in equity method investment		(8	)		–		–
Mark-to-market impact on currency derivatives not designated as accounting  hedges		8			1		(16	)
Currency devaluation		–			10		–
Severance, restructuring and other costs		11			18		6
Total other costs	$	73		$	92	$	33

Goodwill totaling $40 million relating to the Company’s Process Systems and Equipment (PSE) reporting unit was considered to be fully impaired during the annual goodwill impairment review conducted during the first quarter of 2014.

Integration costs consist of costs incurred for the integration of the operations of certain newly acquired businesses with the existing operations of the Company, largely reflecting the costs associated with converting legacy systems to the Company’s SAP information systems.

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Receivables

12 Months Ended

Dec. 31, 2014

Receivables [Abstract]

Receivables

Note 5: Receivables

Receivables consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Trade receivables	$	1,678		$	2,015
Costs and estimated earnings in excess of billings on uncompleted contracts		621			582
Other receivables		122			143
Allowance for doubtful accounts		(32	)		(21	)
Total receivables	$	2,389		$	2,719

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Plant and Equipment, Goodwill and Intangibles

12 Months Ended

Dec. 31, 2014

Plant and Equipment, Goodwill and Intangibles [Abstract]

Plant and Equipment, Goodwill and Intangibles

Note 7: Plant and Equipment, Goodwill and Intangibles

Plant and equipment consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Land and land improvements	$	130		$	132
Buildings		726			744
Machinery and equipment		1,682			1,662
Tooling, dies, patterns, etc.		179			208
Office furniture & equipment		212			210
Capitalized software		370			348
Assets under capital leases		120			107
Construction in progress		127			231
All other		34			28
		3,580			3,670
Accumulated depreciation		(1,616	)		(1,633	)
Total plant and equipment, net	$	1,964		$	2,037

Changes in goodwill during 2014 were as follows:

(dollars in millions)	Subsea			Surface			Drilling			Valves & Measurement			Discontinued Operations			Total
Balance at December 31, 2013	$	1,654		$	199		$	505		$	318		$	249		$	2,925
Discontinued operations		–			–			–			–			(249	)		(249	)
Impairment		–			(40	)		–			–			–			(40	)
Acquisitions		–			20			–			–			–			20
Adjustments to the purchase price allocation for prior year acquisitions		19			–			–			(1	)		–			18
Translation effect of currency changes and other		(197	)		(6	)		(4	)		(6	)		–			(213	)
Balance at December 31, 2014	$	1,476		$	173		$	501		$	311		$	–		$	2,461

Intangibles consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Customer relationships	$	459		$	519
Patents and technology		382			426
Trademarks		68			69
Noncompete agreements, engineering drawings and other		80			103
		989			1,117
Accumulated amortization		(261	)		(213	)
Total intangibles, net	$	728		$	904

Amortization expense associated with the Company’s amortizable intangibles recorded as of December 31, 2014 is expected to approximate $45 million, $45 million, $44 million, $42 million, and $38 million for the years ending December 31, 2015, 2016, 2017, 2018 and 2019, respectively.

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Leases (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Leases [Abstract]
Rental expenses	$ 115	$ 111	$ 86
Future minimum lease payments with respect to capital leases [Abstract]
2015	17
2016	15
2017	12
2018	8
2019	6
Thereafter	62
Future minimum lease payments	120
Less: amount representing interest	(49)
Lease obligations at December 31, 2014	71
Future minimum lease payments with respect to operating leases [Abstract]
2015	103
2016	90
2017	78
2018	64
2019	57
Thereafter	350
Future minimum lease payments	742
Less: amount representing interest	0
Lease obligations at December 31, 2014	$ 742

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Stockholders' Equity (Details) (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stockholders' Equity [Abstract]
Common stock authorized for repurchase	$ 3.8
Common stock reserved for future issuance under employee benefit plans (in shares)	17,447,056
Shares of preferred stock authorized to issue (in shares)	10,000,000	10,000,000
Par value of authorized preferred stock (in dollars per share)	$ 0.01	$ 0.01
Capital in excess of par value plus the retained earnings	$ 8.9
Class of Stock [Line Items]
Balance (in shares)	221,428,308	246,696,136	245,532,075
Purchase of treasury stock (in shares)	(27,970,492)	(26,955,623)	(412,800)
Stock issued under stock compensation plans (in shares)	1,514,629	1,687,795	1,576,861
Balance (in shares)	(194,972,445)	221,428,308	246,696,136
Common Stock [Member]
Class of Stock [Line Items]
Balance (in shares)	263,111,472	263,111,472	263,111,472
Purchase of treasury stock (in shares)	0	0	0
Stock issued under stock compensation plans (in shares)	0	0	0
Balance (in shares)	263,111,472	263,111,472	263,111,472
Treasury Stock [Member]
Class of Stock [Line Items]
Balance (in shares)	(41,683,164)	(16,415,336)	(17,579,397)
Purchase of treasury stock (in shares)	(27,970,492)	(26,955,623)	(412,800)
Stock issued under stock compensation plans (in shares)	1,514,629	1,687,795	1,576,861
Balance (in shares)	(68,139,027)	(41,683,164)	(16,415,336)

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Debt (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jul. 21, 2014	Apr. 11, 2014	Mar. 31, 2014
Debt Instrument [Line Items]
Principal outstanding, net of unamortized discount	$ 3,082,000,000	$ 2,860,000,000
Current maturities	(263,000,000)	(297,000,000)
Long-term maturities	2,819,000,000	2,563,000,000
Future maturities, 2015	249,000,000
Future maturities, 2016	269,000,000
Future maturities, 2017	250,000,000
Future maturities, 2018	450,000,000
Future maturities, thereafter	1,800,000,000
Interest expensed and paid [Abstract]
Interest expensed	149,000,000	115,000,000	104,000,000
Interest paid	142,000,000	105,000,000	97,000,000
Commercial Paper [Member]
Debt Instrument [Line Items]
Weighted average interest rate (in hundredths)	0.49%
Principal outstanding, net of unamortized discount	201,000,000	0
Maximum borrowing capacity						500,000,000
Number of days in which commercial paper matures	364 days
Average term of outstanding commercial paper	36 days
Weighted-average interest rate on other debt (in hundredths)	0.49%
Senior Notes Payable Due 2014 [Member]
Debt Instrument [Line Items]
Maturity date	Jun. 02, 2014
Principal outstanding, net of unamortized discount	0	250,000,000
Senior Notes Payable Due 2015 [Member]
Debt Instrument [Line Items]
Maturity date	Apr. 30, 2015
Interest rate (in hundredths)	1.60%
Principal outstanding, net of unamortized discount	0	250,000,000
Senior Notes Payable Due 2016 [Member]
Debt Instrument [Line Items]
Maturity date	Dec. 15, 2016
Interest rate (in hundredths)	1.15%
Principal outstanding, net of unamortized discount	250,000,000	250,000,000
Senior Notes Payable Due 2017 [Member]
Debt Instrument [Line Items]
Maturity date	Jun. 15, 2017
Interest rate (in hundredths)	1.40%
Debt instrument, date of first required payment	Dec. 15, 2014
Percentage of principal amount under a change of control repurchase event (in hundredths)	99.951%
Principal outstanding, net of unamortized discount	250,000,000	0
Senior Notes Payable Due 2018 [Member]
Debt Instrument [Line Items]
Maturity date	Jul. 15, 2018
Interest rate (in hundredths)	6.375%
Principal outstanding, net of unamortized discount	450,000,000	450,000,000
Senior Notes Payable Due 2021 [Member]
Debt Instrument [Line Items]
Maturity date	Jun. 01, 2021
Interest rate (in hundredths)	4.50%
Principal outstanding, net of unamortized discount	250,000,000	250,000,000
Senior Notes Payable Due 2022 [Member]
Debt Instrument [Line Items]
Maturity date	Apr. 30, 2022
Interest rate (in hundredths)	3.60%
Principal outstanding, net of unamortized discount	250,000,000	250,000,000
Senior Notes Payable Due 2023 [Member]
Debt Instrument [Line Items]
Maturity date	Dec. 15, 2023
Interest rate (in hundredths)	4.00%
Principal outstanding, net of unamortized discount	250,000,000	250,000,000
Senior Notes Payable Due 2024 [Member]
Debt Instrument [Line Items]
Maturity date	Jun. 15, 2024
Interest rate (in hundredths)	3.70%
Debt instrument, date of first required payment	Dec. 15, 2014
Percentage of principal amount under a change of control repurchase event (in hundredths)	99.769%
Principal outstanding, net of unamortized discount	250,000,000	0
Senior Notes Payable Due 2038 [Member]
Debt Instrument [Line Items]
Maturity date	Jul. 15, 2038
Interest rate (in hundredths)	7.00%
Principal outstanding, net of unamortized discount	300,000,000	300,000,000
Senior Notes Payable Due 2041 [Member]
Debt Instrument [Line Items]
Maturity date	Jun. 01, 2041
Interest rate (in hundredths)	5.95%
Principal outstanding, net of unamortized discount	250,000,000	250,000,000
Senior Notes Payable [Member]
Debt Instrument [Line Items]
Payment of principal and accrued interest				253,000,000
Unamortized original issue discount	(7,000,000)	(7,000,000)
Senior Notes Payable Due 2043 [Member]
Debt Instrument [Line Items]
Maturity date	Dec. 15, 2043
Interest rate (in hundredths)	5.125%
Principal outstanding, net of unamortized discount	250,000,000	250,000,000
Other Debt [Member]
Debt Instrument [Line Items]
Weighted average interest rate (in hundredths)	6.50%	6.10%
Principal outstanding, net of unamortized discount	67,000,000	57,000,000
Weighted-average interest rate on other debt (in hundredths)	6.50%	6.10%
Obligations Under Capital Leases [Member]
Debt Instrument [Line Items]
Principal outstanding, net of unamortized discount	71,000,000	60,000,000
Public offering [Member]
Debt Instrument [Line Items]
Issuance date of unsecured senior notes	Jun. 20, 2014
Issued amount (Senior Notes)	500,000,000
Amended Line of Credit [Member]
Debt Instrument [Line Items]
Maturity date	Jun. 06, 2016
Maximum borrowing capacity	835,000,000
Term of revolving credit facility	5 years
New Line of Credit Multi Currency [Member]
Debt Instrument [Line Items]
Maturity date					Apr. 11, 2017
Maximum borrowing capacity					750,000,000
Letters of credit outstanding					92,000,000
Remaining capacity under revolving line of credit facility	681,000,000
Term of revolving credit facility					3 years
Letters of credit issued					69,000,000
Line of Credit Multi Currency [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	170,000,000				40,000,000
Remaining capacity under revolving line of credit facility	37,000,000
Letters of credit issued					3,000,000
Letter of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 200,000,000

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Summary of Major Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Summary of Major Accounting Policies [Abstract]

The estimated useful lives of the major classes of property, plant and equipment

The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated Useful Lives
Buildings and leasehold improvements	10-40 years
Machinery, equipment and tooling	3-18 years
Office furniture, software and other	3-10 years

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Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2014

Off Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments [Abstract]

Fair value of financial instruments in the balance sheet

Following is a summary of the Company’s financial instruments which have been valued at fair value in the Company’s Consolidated Balance Sheets at December 31, 2014 and 2013:

	Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1)				Fair Value Based on Significant Other Observable Inputs (Level 2)					Total
(dollars in millions)	2014		2013		2014			2013		2014			2013
Cash and cash equivalents:
Cash	$	616	$	618	$	–		$	–	$	616		$	618
Money market funds		842		1,172		–			–		842			1,172
Commercial paper		–		–		13			4		13			4
U.S. treasury securities		5		–		–			–		5			–
U.S. corporate obligations		4		–		–			–		4			–
Non-U.S. bank and other obligations		33		19		–			–		33			19
Short-term investments:
Commercial paper		–		–		11			–		11			–
U.S. Treasury securities		51		41		–			–		51			41
U.S. corporate obligations		51		–		–			–		51			–
Non-qualified plan assets:
Money market funds		1		1		–			–		1			1
Domestic bond funds		3		3		–			–		3			3
Domestic equity funds		5		5		–			–		5			5
International equity funds		3		3		–			–		3			3
Blended equity funds		5		4		–			–		5			4
Common stock		2		2		–			–		2			2
Derivatives, net asset (liability):
Foreign currency contracts		–		–		(99	)		19		(99	)		19
Total financial instruments	$	1,621	$	1,868	$	(75	)	$	23	$	1,546		$	1,891

Information relating to the contracts and estimated fair values recorded in the Company's Consolidated Balance Sheets

Total gross volume bought (sold) by notional currency and maturity date on open foreign currency forward contracts at December 31, 2014 was as follows:

	Notional Amount - Buy								Notional Amount - Sell
(in millions)	2015		2016		2017		Total		2015			2016			Total
Foreign exchange forward contracts -
Notional currency in:
Euro		200		14		–		214		(10	)		(1	)		(11	)
Malaysian ringgit		377		51		–		428		(29	)		–			(29	)
Norwegian krone		895		117		4		1,016		(96	)		(44	)		(140	)
Pound Sterling		110		5		–		115		(22	)		(1	)		(23	)
U.S. dollar		60		–		–		60		(635	)		(47	)		(682	)
Foreign exchange option contracts -
Notional currency in:
U.S. dollar		87		–		–		87		–			–			–

Schedule of fair values of derivative financial instruments of balance sheets

The fair values of derivative financial instruments recorded in the Company’s Consolidated Balance Sheets were as follows:

	December 31,
	2014				2013
(dollars in millions)	Assets		Liabilities		Assets		Liabilities
Derivatives designated as hedges:
Foreign exchange contracts –
Current	$	8	$	83	$	28	$	10
Non-current		1		12		3		2
Total derivatives designated as hedges		9		95		31		12
Derivatives not designated as hedges:
Foreign exchange contracts –
Current		1		14		6		6
Non-current		–		–		–		–
Total derivatives not designated as hedges		1		14		6		6
Total derivatives	$	10	$	109	$	37	$	18

Pre-tax gain (loss) from ineffective portion of derivatives

The amount of pre-tax gain (loss) from the ineffective portion of derivatives designated as hedging instruments and from derivatives not designated as hedging instruments was:

	Year Ended December 31,
(dollars in millions)	2014			2013			2012
Derivatives designated as hedging instruments:
Foreign currency contracts –
Cost of sales	$	(7	)	$	1		$	–
Derivatives not designated as hedging instruments:
Foreign currency contracts –
Cost of sales		(11	)		7			2
Other costs		(8	)		(1	)		16
Total pre-tax gain (loss)	$	(26	)	$	7		$	18

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Leases

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

Leases

Note 12: Leases

The Company leases certain facilities, office space, vehicles, data processing and other equipment under capital and operating leases. Rental expenses for the years ended December 31, 2014, 2013 and 2012 were $115 million, $111 million and $86 million, respectively. Future minimum lease payments with respect to capital leases and operating leases with noncancelable terms in excess of one year were as follows:

	Capital			Operating
(dollars in millions)	Lease Payments			Lease Payments
Year ending December 31:
2015	$	17		$	103
2016		15			90
2017		12			78
2018		8			64
2019		6			57
Thereafter		62			350
Future minimum lease payments		120			742
Less: amount representing interest		(49	)		–
Lease obligations at December 31, 2014	$	71		$	742

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Earnings Per Share

12 Months Ended

Dec. 31, 2014

Earnings per share attributable to Cameron stockholders [Abstract]

Earnings Per Share

Note 17: Earnings Per Share

The calculation of basic and diluted earnings per share for each period presented was as follows:

	Year Ended December 31,
(amounts in millions, except per share data)	2014		2013		2012
Net income attributable to Cameron	$	811	$	699	$	751
Average shares outstanding (basic)		204		242		246
Common stock equivalents		1		2		2
Shares utilized in diluted earnings per share calculation		205		244		248
Earnings per share attributable to Cameron stockholders:
Basic	$	3.98	$	2.89	$	3.05
Diluted	$	3.96	$	2.87	$	3.03

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2014

Earnings per share attributable to Cameron stockholders [Abstract]

Calculation of basic and diluted earnings per share

The calculation of basic and diluted earnings per share for each period presented was as follows:

	Year Ended December 31,
(amounts in millions, except per share data)	2014		2013		2012
Net income attributable to Cameron	$	811	$	699	$	751
Average shares outstanding (basic)		204		242		246
Common stock equivalents		1		2		2
Shares utilized in diluted earnings per share calculation		205		244		248
Earnings per share attributable to Cameron stockholders:
Basic	$	3.98	$	2.89	$	3.05
Diluted	$	3.96	$	2.87	$	3.03

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2014

Employee Benefit Plans [Abstract]

Total net benefit plan expense (income)

Total net benefit plan expense (income) associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

	Pension Benefits									Postretirement Benefits
(dollars in millions)	2014			2013			2012			2014			2013			2012
Service cost	$	18		$	10		$	3		$	−		$	−		$	−
Interest cost		20			17			15			−			−			−
Expected return on plan assets		(27	)		(21	)		(18	)		−			−			−
Amortization of prior service credits		(2	)		(2	)		–			(1	)		(1	)		(1	)
Amortization of losses (gains)		9			8			6			(1	)		(1	)		(1	)
Curtailment gain		(12	)		–			–			–			–			–
Settlement loss		4			–			4			–			–			–
Other		–			–			2			−			−			−
Total net benefit plan expense (income)	$	10		$	12		$	12		$	(2	)	$	(2	)	$	(2	)

Schedule of net periodic benefit cost not yet recognized

Included in accumulated other elements of comprehensive income (loss) at December 31, 2014 and 2013 are the following amounts that have not yet been recognized in net periodic benefit plan cost, as well as the amounts that are expected to be recognized in net periodic benefit plan cost during the year ending December 31, 2015:

	December 31, 2014						December 31, 2013						Year Ending December 31, 2015
(dollars in millions)	Before Tax			After Tax			Before Tax			After Tax			Expected Amortization
Pension benefits:
Prior service credits	$	18		$	14		$	22		$	17		$	(2	)
Actuarial losses, net		(136	)		(109	)		(119	)		(94	)		10
Postretirement benefits:
Prior service credits		3			2			3			2			(1	)
Actuarial gains		8			5			9			6			(1	)
	$	(107	)	$	(88	)	$	(85	)	$	(69	)	$	6

Schedule of changes in benefit obligations

The change in the projected benefit obligation associated with the Company’s defined benefit pension plans and the change in the accumulated benefit obligation associated with the Company’s postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2014			2013			2014			2013
Benefit obligation at beginning of year	$	489		$	387		$	11		$	13
Service cost		18			10			−			−
Interest cost		20			17			−			−
Plan participants’ contributions		1			1			−			−
Actuarial losses (gains)		78			12			(1	)		(1	)
Exchange rate changes		(52	)		5			−			−
Benefit payments		(14	)		(14	)		(1	)		(1	)
Plan amendments		−			(21	)		−			−
Acquisitions		−			67			−			–
Curtailments		(23	)		–			−			–
Settlements		(8	)		–			−			−
Other		–			25			−			−
Benefit obligation at end of year	$	509		$	489		$	9		$	11

Schedule of changes in fair value of plan assets

The change in the plan assets associated with the Company’s defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2014			2013			2014			2013
Fair value of plan assets at beginning of year	$	432		$	318		$	–		$	−
Actual return on plan assets		53			41			−			−
Company contributions		27			13			1			1
Plan participants’ contributions		1			1			−			−
Exchange rate changes		(40	)		6			−			−
Benefit payments		(14	)		(14	)		(1	)		(1	)
Acquisitions		–			46			–			–
Settlements		(8	)		–			–			–
Other		4			21			−			−
Fair value of plan assets at end of year	$	455		$	432		$	−		$	−

Status of underfunded defined benefit pension and postretirement benefit plans

The status of the Company’s underfunded defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
	December 31,						December 31,
(dollars in millions)	2014			2013			2014			2013
Current	$	(1	)	$	(1	)	$	(1	)	$	(2	)
Non-current		(53	)		(55	)		(8	)		(9	)
Underfunded status at end of year	$	(54	)	$	(56	)	$	(9	)	$	(11	)

Schedule of actual asset investment allocations

Actual asset investment allocations for the Company’s main defined benefit pension plan in the United Kingdom, which accounts for approximately 78% of total plan assets, were as follows:

	2014			2013			2012
U.K. plan:
Equity securities		55	%		60	%		54	%
Fixed income debt securities, cash and other		45	%		40	%		46	%

Schedule of fair values of plan assets

The fair values of the Company’s pension plan assets by asset category at December 31, 2014 and 2013 were as follows:

	Fair Value Based on Quoted Prices in Active  Markets for Identical Assets (Level 1)				Fair Value Based on Significant Other Observable Inputs (Level 2)				Fair Value Based on Significant Unobservable Inputs (Level 3)				Total
(dollars in millions)	2014		2013		2014		2013		2014		2013		2014		2013
Cash and cash equivalents	$	1	$	1	$	–	$	–	$	–	$	–	$	1	$	1
Equity securities:
U.S. equities		–		–		83		83		–		–		83		83
Non-U.S. equities		–		–		120		125		–		–		120		125
Bonds:
Non-U.S. government bonds		–		–		117		92		–		–		117		92
Non-U.S. corporate bonds		–		–		30		26		–		–		30		26
Alternative investments:
Insurance contracts		–		–		–		–		89		91		89		91
Real estate and other		–		–		–		–		15		14		15		14
Total assets	$	1	$	1	$	350	$	326	$	104	$	105	$	455	$	432

Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs

Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs were as follows:

	Year Ended December 31,
(dollars in millions)	2014			2013
Balance at beginning of the year	$	105		$	28
Purchases/sales, net		10			7
Other plan additions		–			68
Actual return on plan assets		4			3
Currency impact		(15	)		(1	)
Balance at end of the year	$	104		$	105

Weighted-average assumptions associated with defined benefit pension and postretirement benefit plans

The weighted-average assumptions associated with the Company’s defined benefit pension and postretirement benefit plans were as follows:

	Pension Benefits						Postretirement Benefits
	2014			2013			2014			2013
Assumptions related to net benefit costs:
U.S. plans:
Discount rate		3.75	%		2.75	%		3.75	%		2.75	%
Measurement date	1/1/2014			1/1/2013			1/1/2014			1/1/2013
Foreign plans:
Discount rate		3.5-5.25	%		2.25-6.75	%		–			–
Expected return on plan assets		2.25-6.75	%		3.50-6.75	%		–			–
Rate of compensation increase		2.25-4.5	%		3.0-4.5	%		–			–
Measurement date	1/1/2014			1/1/2013				–			–
Assumptions related to end-of-period benefit obligations:
U.S. plans:
Discount rate		3.25	%		3.75	%		3.25	%		3.75	%
Health care cost trend rate		–			–			7.0	%		7.5	%
Measurement date	12/31/2014			12/31/2013			12/31/2014			12/31/2013
Foreign plans:
Discount rate		2.25-4.25	%		3.5-5.25	%		–			–
Rate of compensation increase		2.25-5.0	%		2.25-4.5	%		–			–
Measurement date	12/31/2014			12/31/2013				–			–

Projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets

Amounts applicable to the Company’s pension plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets were as follows:

	Projected Benefit Obligation in Excess of Plan Assets				Accumulated Benefit Obligation in Excess of Plan Assets
	at December 31,				at December 31,
(dollars in millions)	2014		2013		2014		2013
Fair value of applicable plan assets	$	455	$	97	$	455	$	42
Projected benefit obligation of applicable plans	$	509	$	172		–		–
Accumulated benefit obligation of applicable plans		–		–	$	469	$	84

Future expected benefit payments

Future expected benefit payments are as follows:

(dollars in millions)	Pension Benefits		Postretirement Benefits
Year ending December 31:
2015	$	68	$	1
2016	$	12	$	1
2017	$	12	$	1
2018	$	13	$	1
2019	$	14	$	1
2020 - 2024	$	74	$	3

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Stockholders' equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	263,111,472	263,111,472
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized shares (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Treasury common stock at cost (in shares)	68,139,027	41,683,164

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Summary of Major Accounting Policies

12 Months Ended

Dec. 31, 2014

Summary of Major Accounting Policies [Abstract]

Summary of Major Accounting Policies

Note 1: Summary of Major Accounting Policies

Company Operations — Cameron International Corporation (Cameron or the Company) provides flow equipment products, systems and services to worldwide oil, gas and process industries through four business segments, Subsea, Surface, Drilling and Valves & Measurement (V&M). Prior to the fourth quarter of 2014, the Company reported its business segments as being Drilling & Production Systems (DPS), which included the Subsea, Drilling and Surface businesses, V&M and Process and Compression Systems, which included the Reciprocating and Centrifugal Compression businesses, both of which are now reported as discontinued operations (See Note 2 of the Notes to Consolidated Financial Statements) and the Processing Systems business.  Additional information regarding each segment may be found in Note 16 of the Notes to Consolidated Financial Statements.

Principles of Consolidation — These consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Investments in affiliated companies are accounted for using the equity method when we are able to exert significant influence over the operations of the investee.

Estimates in Financial Statements — Preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, estimates of total contract profit or loss on certain long-term production contracts, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, contingencies (including tax contingencies, estimated liabilities for litigation exposures and liquidated damages), estimated warranty costs, estimates related to pension accounting, estimates used to determine fair values in purchase accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill for impairment and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets. Actual results could differ materially from these estimates.

Revenue Recognition — The Company generally recognizes revenue, net of sales taxes, related to products, services or rental arrangements once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or the customer has taken title and risk of loss or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For engineering, procurement and construction-type contracts, revenue is generally reported on the percentage-of-completion method of accounting. Progress is primarily measured by the completion of milestones; however, progress for specific types of subsea and drilling systems contracts, which differ from our other contracts, is measured by the ratio of actual costs incurred to date on the project in relation to total estimated project costs.  Both methods require the Company to make estimates regarding the total costs of the project, which impacts the amount of gross margin the Company recognizes in each reporting period. Under the percentage-of-completion method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in accounting for contracts. All known or anticipated losses on contracts are provided for in the period they become evident. Revenues and gross profit on contracts can be significantly affected by change orders that may be approved subsequent to completion of related work. If it is not probable that costs will be recovered through a change in contract price, the costs attributable to change orders are treated as contract costs without incremental revenue. If it is probable that costs will be recovered through a change order, the costs are treated as contract costs and contract revenue is recognized to the extent of the lesser of the amounts management expects to recover or the costs expected to be incurred.

Approximately 31%, 31% and 26% of the Company’s revenues for the years ended December 31, 2014, 2013 and 2012, respectively, were recognized under the percentage-of-completion method.

Shipping and Handling Costs — Shipping and handling costs are reflected in the caption entitled “Cost of sales (exclusive of depreciation and amortization shown separately below)” in the accompanying Consolidated Results of Operations statements.

Cash Equivalents and Short-Term Investments — Cash equivalents consist of highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase.  Short-term investments consist primarily of commercial paper, U.S. Treasury securities, U.S. non-governmental agency asset-backed securities and corporate debt obligations that have maturities of more than three months but less than one year.  All of our short-term investments are classified as available-for-sale and recorded at fair value, with unrealized holding gains and losses recorded as a component of accumulated other comprehensive income (loss).

Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses expected to result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience, the length of time an invoice has been outstanding, responses from customers relating to demands for payment and the current and projected financial condition of specific customers.

Inventories — Aggregate inventories are carried at the lower of cost or market. On the basis of current costs, 54% of inventories at December 31, 2014 and 49% at December 31, 2013 are carried on the last-in, first-out (LIFO) method. For these locations, the use of LIFO results in a better matching of costs and revenues. The remaining inventories, which are generally located outside the United States and Canada, are carried on the first-in, first-out (FIFO) method. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value.

Plant and Equipment — Property, plant and equipment, both owned and under capital lease, are carried at cost. Maintenance and repair costs are expensed as incurred. The cost of renewals, replacements and betterments is capitalized. The Company capitalizes software developed or obtained for internal use. Accordingly, the cost of third-party software, as well as the cost of third-party and internal personnel that are directly involved in application development activities, are capitalized during the application development phase of new software systems projects. Costs during the preliminary project stage and post-implementation stage of new software systems projects, including data conversion and training costs, are expensed as incurred. Depreciation and amortization is provided over the estimated useful lives of the related assets, or in the case of assets under capital leases, over the related lease term, if less, using the straight-line method. The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated Useful Lives
Buildings and leasehold improvements	10-40 years
Machinery, equipment and tooling	3-18 years
Office furniture, software and other	3-10 years

Goodwill and Intangible Assets — Cameron allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities, based on their estimated fair values.  The Company also typically allocates a portion of the purchase price to identifiable intangible assets, such as noncompete agreements, trademarks, trade names, patents, technology, customer relationships and backlog using various widely accepted valuation techniques such as discounted future cash flows and the relief-from-royalty and excess earnings methods.  Each of these methods involves level 3 unobservable market inputs.  Any remaining excess of cost over allocated fair values is recorded as goodwill.  On larger acquisitions, Cameron will typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets.  Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, royalty rates for use of assets, economic lives and the selection of a discount rate.

The Company reviews the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require that the Company estimate the fair value of each of its reporting units annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment of goodwill is required.  The estimated fair value of each reporting unit for the 2014, 2013 and 2012 evaluations was determined using discounted future expected cash flows (level 3 unobservable inputs) consistent with the accounting guidance for fair-value measurements. Certain estimates and judgments are required in the application of the fair value models, including, but not limited to, estimates of future cash flows and the selection of a discount rate.  At December 31, 2014, the Company’s reporting units for goodwill impairment evaluation purposes were the OneSubsea, Process Systems, Surface, Drilling, Valves and Measurement businesses. Prior to the fourth quarter of 2014, there were five reporting units within the V&M segment (now combined into two reporting units based on changes in management’s reporting structure during the fourth quarter of 2014).  Those reporting units included $311 million of goodwill.  The Company performed a goodwill impairment test before and after the change in V&M’s reporting units and concluded there was no impairment.

Generally, the Company conducts its goodwill impairment review during the first quarter of each annual period.  Due to the significant drop in commodity prices during the latter half of 2014 and the reorganization of the Company’s reporting structure, as described above, the Company made an additional evaluation of goodwill for impairment during the fourth quarter of 2014 based upon macro factors that existed at that point in time.  The fair value of our Process Systems reporting unit was estimated to be 10% to 15% higher than its carrying value as part of that evaluation.  The estimated fair value for Process Systems was based on forecasted timing and success in receiving new major project awards in 2015 and beyond, the pricing and profitability of those new awards and further improvements in revenue growth and profitability rates from those achieved historically.  Should our expectations prove to be incorrect due to (i) further declines in oil and gas prices and continued instability in the worldwide energy markets, (ii)  unanticipated delays occurring in project awards, including unplanned project cancellations, or, (iii) an increase in interest rates, our prior estimates of future earnings, cash flows and fair value of the Process Systems business would be negatively impacted, which could lead to an impairment of goodwill for that reporting unit, possibly even as early as our annual evaluation during the first quarter of 2015.  Goodwill associated with the Process Systems reporting unit at December 31, 2014 was approximately $571 million.

The Company’s intangible assets, excluding goodwill, represent purchased patents, trademarks, customer relationships and other identifiable intangible assets. The majority of intangible assets are amortized on a straight-line basis over the years expected to be benefited, generally ranging from 5 to 28 years. Such intangibles are tested for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. As many areas of the Company’s business rely on patents and proprietary technology, it has followed a policy of seeking patent protection both inside and outside the United States for products and methods that appear to have commercial significance. The costs of developing any intangibles internally, as well as costs of defending such intangibles, are expensed as incurred. No material impairment of intangible assets was required during the years ended December 31, 2014, 2013 or 2012, except as reflected in Note 4 of the Notes to Consolidated Financial Statements.

Long-Lived Assets — In accordance with accounting rules for the impairment or disposal of long-lived assets, such assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Assets are classified as held for sale when the Company has a plan, approved by the appropriate levels of management, for disposal of such assets and those assets are stated at the lower of carrying value or estimated fair value less estimated costs to sell.  No material impairment of long-lived assets was required during the years ended December 31, 2014, 2013 or 2012.

Product Warranty— Estimated warranty costs are accrued either at the time of sale based upon historical experience or, in some cases, when specific warranty problems are encountered. Adjustments to the recorded liability are made periodically to reflect actual experience.

Contingencies — The Company accrues for costs relating to litigation when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties, amounts specified by contract, amounts designated by legal statute or management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known.

Income Taxes— The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Income tax expense includes U.S. and foreign income taxes, including U.S. federal taxes on undistributed earnings of foreign subsidiaries to the extent such earnings are planned to be remitted. Taxes are not provided on the translation component of comprehensive income since the effect of translation is not considered to modify the amount of the earnings that are planned to be remitted.

A valuation allowance is provided to offset any net deferred tax asset, if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  Interest related to accruals for uncertain tax positions is reflected as a component of interest expense in the Consolidated Results of Operations statement. Penalties on a tax position taken by the Company are reflected as a component of income tax expense in the Consolidated Results of Operations statement. See Note 13 of the Notes to Consolidated Financial Statements for further discussion of the Company’s income taxes.

Environmental Remediation and Compliance — Environmental remediation and postremediation monitoring costs are accrued when such obligations become probable and reasonably estimable. Such future expenditures are not discounted to their present value.

Pension and Postretirement Benefits Accounting— The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its Consolidated Balance Sheets.  The measurement date for all of the Company’s plans was December 31, 2014.  See Note 9 of the Notes to Consolidated Financial Statements for further information.

Stock-Based Compensation— At December 31, 2014, the Company had grants outstanding under various stock-based employee compensation plans, which are described in further detail in Note 10 of the Notes to Consolidated Financial Statements. Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by accounting rules on stock compensation. Under this guidance, the fair value of stock option grants and restricted stock unit awards is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining employee service period.

Derivative Financial Instruments— The Company recognizes all derivative financial instruments as assets and liabilities on a gross basis and measures them at fair value.  Hedge accounting is only applied when the derivative is deemed highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other elements of comprehensive income (loss) until the underlying transactions are recognized in earnings, at which time any deferred hedging gains or losses are reclassified to earnings in the same income statement caption as impacted by the hedged item. Any ineffective portion of the change in the fair value of a derivative used as a cash flow hedge is recorded in earnings as incurred. The amounts recorded in earnings from ineffectiveness for the years ended December 31, 2014, 2013 and 2012 have not been material. The Company may at times also use forward or option contracts to hedge certain other foreign currency exposures. These contracts are not designated as hedges under the accounting guidance described above.  Therefore, the changes in fair value of these contracts are recognized in earnings as they occur and offset gains or losses on the related exposures.

Foreign Currency — For most subsidiaries and branches outside the U.S., the local currency is the functional currency.  The financial statements of these subsidiaries and branches are translated into U.S. dollars as follows: (i) assets and liabilities at year-end exchange rates; (ii) income and expenses at monthly average exchange rates or exchange rates in effect on the date of the transaction; and (iii) stockholders’ equity at historical exchange rates. For those subsidiaries where the local currency is the functional currency, the resulting translation adjustment is recorded as a component of accumulated other elements of comprehensive income (loss) in the accompanying Consolidated Balance Sheets.

For certain other subsidiaries and branches, operations are conducted primarily in currencies other than the local currencies, which are therefore the functional currency. Non-functional currency monetary assets and liabilities are remeasured at ending exchange rates. Revenue, expense and gain and loss accounts of these foreign subsidiaries and branches are remeasured at average exchange rates or exchange rates in effect on the date of the transaction. Non-functional currency non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are remeasured at historical rates.

Foreign currency gains and losses arising from monetary transactions denominated in a currency other than the functional currency of the entity involved are included in income. The effects of foreign currency transactions were a gain of $22 million for the year ended December 31, 2014, a gain of less than $1 million for the year ended December 31, 2013 and a loss of $12 million for the year ended December 31, 2012.

Reclassifications and Revisions — Certain prior year amounts have been reclassified to conform to the current year presentation.

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Inventories [Abstract]
Raw materials	$ 159	$ 238
Work-in-process	827	894
Finished goods, including parts and subassemblies	2,150	2,208
Other	24	22
Gross Inventories	3,160	3,362
Excess of current costs over LIFO costs	(86)	(120)
Allowance for obsolete and excess inventory	(145)	(109)
Total inventories	$ 2,929	$ 3,133

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Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Earnings per share attributable to Cameron stockholders [Abstract]
Net income attributable to Cameron stockholders	$ 254	$ 225	$ 221	$ 111	$ 221	$ 189	$ 140	$ 149	$ 811	$ 699	$ 751
Average shares outstanding (basic) (in shares)									204	242	246
Common stock equivalents (in shares)									1	2	2
Shares utilized in diluted earnings per share calculation (in shares)									205	244	248
Earnings per share attributable to Cameron stockholders [Abstract]
Basic earnings per share (in dollars per share)	$ 1.30	$ 1.12	$ 1.08	$ 0.51	$ 0.96	$ 0.78	$ 0.57	$ 0.60	$ 3.98	$ 2.89	$ 3.05
Diluted earnings per share (in dollars per share)	$ 1.28	$ 1.11	$ 1.08	$ 0.51	$ 0.94	$ 0.78	$ 0.57	$ 0.60	$ 3.96	$ 2.87	$ 3.03

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Summary of Non-cash Operating, Investing and Financing Activities

12 Months Ended

Dec. 31, 2014

Summary of Non-cash Operating, Investing and Financing Activities [Abstract]

Summary of Non-cash Operating, Investing and Financing Activities

Note 18: Summary of Non-cash Operating, Investing and Financing Activities

The effect on net assets of non-cash operating, investing and financing activities was as follows:

(dollars in millions)	2014			2013		2012
Tax benefit of stock compensation plan transactions	$	6		$	10	$	12
Change in fair value of derivatives accounted for as cash flow hedges, net of tax	$	(76	)	$	14	$	10
Actuarial gain (loss), net, related to defined benefit pension and postretirement benefit plans	$	(35	)	$	13	$	(34	)

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Fair Value of Derivative Financial Instruments, Balance Sheet Classification (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Assets	$ 10	$ 37
Liabilities	109	18
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
After-tax loss on cash flow hedges included in accumulated other elements of comprehensive income and in noncontrolling interests	47
Recognized as a reduction in earnings in 2015	38
Derivatives not Designated as Hedges [Member]
Derivatives, Fair Value [Line Items]
Assets	1	6
Liabilities	14	6
Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Current Assets [Member]
Derivatives, Fair Value [Line Items]
Assets	1	6
Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Non-Current Assets [Member]
Derivatives, Fair Value [Line Items]
Assets	0	0
Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liabilities	14	6
Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Non-Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liabilities	0	0
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member]
Derivatives, Fair Value [Line Items]
Assets	9	31
Liabilities	95	12
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Current Assets [Member]
Derivatives, Fair Value [Line Items]
Assets	8	28
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Non-Current Assets [Member]
Derivatives, Fair Value [Line Items]
Assets	1	3
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liabilities	83	10
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Non-Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liabilities	$ 12	$ 2

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Inventories (Tables)

12 Months Ended

Dec. 31, 2014

Inventories [Abstract]

Inventories

Inventories consisted of the following:

	December 31,
(dollars in millions)	2014			2013
Raw materials	$	159		$	238
Work-in-process		827			894
Finished goods, including parts and subassemblies		2,150			2,208
Other		24			22
		3,160			3,362
Excess of current costs over LIFO costs		(86	)		(120	)
Allowance for obsolete and excess inventory		(145	)		(109	)
Total inventories	$	2,929		$	3,133

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Debt

12 Months Ended

Dec. 31, 2014

Debt [Abstract]

Debt

Note 11: Debt

The Company’s debt obligations were as follows:

	December 31,
(dollars in millions)	2014			2013
Commercial paper (0.49% weighted average rate)	$	201		$	–
Senior notes:
Floating rate notes due June 2, 2014		–			250
1.6% notes due April 30, 2015		–			250
1.15% notes due December 15, 2016		250			250
1.4% notes due June 15, 2017		250			–
6.375% notes due July 15, 2018		450			450
4.5% notes due June 1, 2021		250			250
3.6% notes due April 30, 2022		250			250
4.0% notes due December 15, 2023		250			250
3.7% notes due June 15, 2024		250			–
7.0% notes due July 15, 2038		300			300
5.95% notes due June 1, 2041		250			250
5.125% notes due December 15, 2043		250			250
Unamortized original issue discount		(7	)		(7	)
Other debt		67			57
Obligations under capital leases		71			60
		3,082			2,860
Current maturities		(263	)		(297	)
Long-term maturities	$	2,819		$	2,563

Senior Notes

On June 20, 2014, the Company completed the public offering of $500 million in aggregate principal amount of senior unsecured notes as follows:

• $250 million principal amount of 1.4% Senior Notes due June 15, 2017, sold at an offering price of 99.951%, and

• $250 million principal amount of 3.7% Senior Notes due June 15, 2024, sold at an offering price of 99.769%.

Interest on the notes is payable semiannually on June 15 and December 15 of each year, and began on December 15, 2014.  The notes may be redeemed in whole or in part by the Company prior to maturity, as provided for in the terms of each note, for an amount equal to the principal amount of the notes redeemed plus a specified make-whole premium.  All of the Company’s senior notes rank equally with the Company’s other existing unsecured and unsubordinated debt.

Utilizing proceeds from these notes, on July 21, 2014, the Company paid approximately $253 million, which included a make-whole premium plus accrued interest, to redeem early its $250 million principal amount of 1.6% Senior Notes.

During the first quarter of 2014, the Company’s Board of Directors authorized the establishment of a $500 million commercial paper program.  This program allows for issuances of commercial paper with maturities of up to 364 days to be used for general corporate purposes.  The average term of the outstanding commercial paper at December 31, 2014 was approximately 36 days.

Multicurrency Revolving Letter of Credit and Credit Facilities

The Company’s Credit Agreement dated April 14, 2008 (as amended and restated, the "Amended Credit Agreement") provides for a multi-currency borrowing capacity of $835 million and matures on June 6, 2016. Pursuant to the Amended Credit Agreement, Cameron may borrow funds at the London Interbank Offered Rate (LIBOR) plus a spread, which varies based on the Company’s current debt rating, and, if aggregate outstanding credit exposure exceeds one-half of the total facility amount, an additional fee will be incurred. At December 31, 2014, no amounts have been borrowed under the $835 million Amended Credit Agreement.

On April 11, 2014, the Company entered into a new $750 million three-year multi-currency syndicated Revolving Credit Facility expiring April 11, 2017.   Up to $200 million of this new facility may be used for letters of credit and $92 million of letters of credit issued and outstanding under a previously existing $170 million bi-lateral facility were transferred to the new Revolving Credit Facility at close and concurrently the $170 million bi-lateral facility was amended to reduce its capacity to $40 million.  The new Revolving Credit Facility contains covenants and terms consistent with the Company’s existing $835 million five-year multi-currency Revolving Credit Facility, described above, and it serves as the primary backstop to the commercial paper program.  The Company has issued letters of credit totaling $69 million under the new $750 million Revolving Credit Facility and $3 million under the $40 million bi-lateral facility, leaving $681 million and $37 million, respectively, available for future use at December 31, 2014.

Other

Other debt, some of which is held by entities located in countries with high rates of inflation, has a weighted-average interest rate of 6.5% at December 31, 2014 (6.1% at December 31, 2013).

Future maturities of the Company’s debt (excluding the remaining amount of unamortized discount and capital leases) are approximately $249 million in 2015, $269 million in 2016, $250 million in 2017, $450 million in 2018 and $1.8 billion thereafter.

In addition to the above, the Company also has other unsecured and uncommitted credit facilities available to its foreign subsidiaries to fund ongoing operating activities. Certain of these facilities also include annual facility fees.

Information on interest expensed and paid during the three years ended December 31, 2014 was as follows:

	Year Ended December 31
(dollars in millions)	2014		2013		2012
Interest expensed	$	149	$	115	$	104
Interest paid	$	142	$	105	$	97