CAMERON INTERNATIONAL CORP 10-K (Annual Reports) 2009-02-25

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-K
R ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
OR
£ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT O
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
Junior Participating Preferred Stock New York Stock Exchange
Purchase Rights
Par Value $0.01 Per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes R No £
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.
YesR No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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
£ 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, 2008, our
most recently completed second fiscal quarter, was approximately $9,852,094,873. For the 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 13, 2009, was 216,898,882.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrant’s Annual Report to Stockholders for the year ended December 31, 2008 are incorporated by reference into Parts I and II.
Portions of the registrant’s 2009 Proxy Statement for the Annual Meeting of Stockholders to be held May 13, 2009 are incorporated by
reference into Part III.
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1
TABLE OF CONTENTS
ITEM PAGE
PART I
1. Business 3
Markets and Products 4
Market Issues 7
New Product Development 8
Competition 9
Manufacturing 10
Backlog 10
Patents, Trademarks and Other Intellectual Property 10
Employees 11
Executive Officers of Registrant 12
Glossary of Terms 13
1A. Risk Factors 13
1B. Unresolved Staff Comments 13
2. Properties 13
3. Legal Proceedings 14
4. Submission of Matters to a Vote of Security Holders 16
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16
6. Selected Financial Data 17
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
7A. Quantitative and Qualitative Disclosures about Market Risk 17
8. Financial Statements and Supplementary Data 17
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18
9A. Controls and Procedures 18
9B. Other Information 18
PART III
10 Directors, Executive Officers and Corporate Governance 18
11. Executive Compensation 19
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19
13. Certain Relationships and Related Transactions, and Director Independence 19
14. Principal Accountant Fees and Services 19
PART IV
15. Exhibits and Financial Statement Schedules 19
Signatures 25
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PART I
ITEM 1. BUSINESS
Cameron International Corporation (Cameron or the Company) is a leading provider of flow equipment products, systems and services to
worldwide oil, gas and process industries. See “Glossary of Terms” at the end of Item 1 for definitions of certain terms used in this section.
Any reference to Cameron, its divisions or business units within this paragraph or elsewhere 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.
The Company’s operations are organized into three business segments – Drilling & Production Systems (DPS), Valves & Measurement
(V&M) and Compression Systems (CS). For additional business segment information for each of the three years in the period ended December
31, 2008, see Note 14 of the Notes to Consolidated Financial Statements, which Notes are incorporated herein by reference in Part II, Item 8 of
this Annual Report on Form 10-K.
Cameron’s origin dates back to the mid-1800s with the manufacture of steam engines that provided power for plants and textile or rolling
mills. By 1900, with the discovery of oil and gas, Cameron’s predecessors moved into the production of internal combustion engines and gas
compressors. Product offerings were added by the Company’s predecessors through various acquisitions, in particular the acquisitions of The
Bessemer Gas Engine Company (gas engines and compressors); Pennsylvania Pump and Compressor (reciprocating air and gas compressors);
Ajax Iron Works (compressors); Superior (engines and compressors); Joy Petroleum Equipment Group (valves, couplings and wellheads); Joy
Industrial Compressor Group (compressors); and Cameron Iron Works (blowout preventers, ball valves, control equipment and McEvoy-Willis
wellhead equipment and choke valves).
Cameron, a Delaware corporation, was incorporated on November 10, 1994. The Company operated as a wholly-owned subsidiary of
Cooper Industries, Inc. until June 30, 1995, the effective date of the completion of an exchange offer with Cooper Industries’ stockholders
resulting in the Company becoming a separate stand-alone company. The common stock of Cameron trades on the New York Stock Exchange
under the symbol “CAM”. The Company’s Internet address is www.c-a-m.com. General information about Cameron, including its Corporate
Governance Principles, charters for the committees of the Company’s board of directors, Standards of Conduct, and Codes of Ethics for
Management Personnel, including Senior Financial Officers and Directors, can be found in the Ethics and Governance section of the
Company’s website. The Company makes available, free of charge, 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.
The Company continued its acquisition strategy during 2008 with the purchase of certain assets of seven new businesses, including the
Surface Safety Systems business that was previously part of the Baker Hughes International Oil Tools division, SBS Oilfield Equipment GmbH,
Jiskoot Holdings, Limited, Dyna-Torque, Inc, Guiberson Well Service Systems, KB Industries and Paramount Pumps and Supplies, Inc. During
2007, the Company acquired DES Operations Limited, certain assets of Prime Measurement Products, certain assets and liabilities of Paradigm
Services, LP, and the Hydromation Deep Bed Filter product line from Filtra-Systems Company.
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Business Segments
Markets and Products
Drilling & Production Systems Segment
DPS is one of the world’s leading providers of systems and equipment used to control pressures, direct flows of oil and gas wells and
separate oil and gas from impurities. Its products are employed in a wide variety of operating environments including basic onshore fields,
highly complex onshore and offshore environments, deepwater subsea applications and ultra-high temperature geothermal operations.
DPS’s products include surface and subsea production systems, blowout preventers (BOPs), drilling and production control systems, oil
and gas separation equipment, gate valves, actuators, chokes, wellheads, drilling riser and aftermarket parts and services. DPS’s products are
marketed under the brand names CAMERON®, W-K-M®, MCEVOY® and WILLIS®. Additionally, DPS manufactures elastomers, which are
used in pressure and flow control equipment and other petroleum industry applications, as well as in the petroleum, petrochemical, rubber
molding and plastics industries.
DPS is one of the leading global suppliers of integrated drilling systems for land, offshore, platform and subsea applications. Drilling
equipment designed and manufactured by DPS includes ram and annular BOPs, drilling riser, drilling valves, choke and kill manifolds, surface
and subsea BOP control systems, multiplexed electro-hydraulic (MUX) control systems and diverter systems. DPS also provides services
under CAMCHEC™, an inspection system that allows drilling contractors to inspect drilling riser on their rigs offline, saving time and money
on maintenance and unnecessary transportation.
Although the pace of orders for new deepwater drilling rigs moderated in 2008 and 2007 from the record levels of 2006, as did orders for
jackups and land rigs, DPS still had the second largest bookings year for its drilling business in 2008. The Company believes it maintained its
traditional market share during 2008 and continues to be a primary supplier of BOPs and related equipment to the drilling industry. As a result
of the high order levels during the last three years, the Company has made significant investments at the Beziers, France BOP and riser
manufacturing facility, the Houston Controls facility and the Berwick, Louisiana BOP stack-up yard. The Company also opened a new 48,000-
square foot aftermarket facility in Houston during 2007 to provide a full range of machining, welding and testing capabilities. The Company
has also taken steps to expand its product offerings and services to drilling customers with the November 2008 purchase of KB Industries, an
Odessa, Texas-based manufacturer of surface BOPs and control systems and the September 2008 acquisition of Guiberson Well Service
Systems, a market leader in well servicing equipment and replacement parts.
DPS is also a global market leader in supplying surface production equipment, from conventional to high-pressure, high temperature
(HPHT) wellheads, API Christmas trees and chokes used on land or installed on offshore platforms.
The surface business, which has a global base of installed equipment and an aftermarket presence in virtually every major hydrocarbon-
producing region around the world was the second largest revenue contributor to the DPS segment in 2008. This business saw increased
order levels in 2008 primarily from customers in the United States, as well as those in the Asia Pacific region. The Company is nearing
completion of a new facility in Ploiesti, Romania, which is expected to become fully functional in the third quarter of 2009, in order to further
expand its offerings to customers in the European, North African and Russian markets. Also, additional facilities are under construction in
Kazakhstan and in Azerbaijan to address expected demand for surface products in the Caspian Sea region and North Africa. The Company
has also continued to make investments in its artificial lift business during 2008 with the acquisition of SBS Oilfield Equipment GmbH, an
Austrian-based manufacturer of in-well rod lift pumping and progressive cavity pumping systems, and the late December 2008 acquisition of
Paramount Pumps and Supplies, Inc., a Kansas-based manufacturer of rod lift pumping systems.
DPS continues to be a leading provider of subsea wellheads, Christmas trees, manifolds and production controls to customers worldwide,
from basic tree orders to integrated solutions that require systems engineering and project management as well as installation and aftermarket
support. DPS’s Subsea Systems organization, created in 2005, has global responsibility for research and development, engineering, sales,
manufacturing, installation and aftermarket support for subsea products and systems, and provides customers with integrated solutions to
subsea field development requirements under engineering, procurement and construction contracts. This business accounted for the DPS
segment’s largest source of revenue in 2008.
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Awards received for subsea equipment during 2008 were the largest in the Company’s history and included equipment ordered for use on
two of the largest projects in the industry’s history. In order to address capacity needs from the record high order levels, improve efficiency
and lower manufacturing costs in the subsea product line, the Company completed a new state-of-the-art subsea manufacturing, assembly and
test plant in Johor, Malaysia in 2007. The plant, which became fully operational in 2008, is currently being expanded, with completion expected
in early 2010. In addition, the Company made various capital investments in its Leeds, England and Berwick, Louisiana facilities during 2008
and, in order to accommodate increased and expected future project business in the Brazilian markets, in its Taubate, Brazil manufacturing
facility in 2007.
As petroleum exploration activities have increasingly focused on subsea locations, DPS has directed much of its new product
development efforts toward this market. DPS’s patented SpoolTree™ horizontal subsea production system, which was introduced in 1993, is
used in oil and gas fields with subsea completions that require frequent retrieval of downhole equipment. With the SpoolTree system, well
completion and workover activities can be performed without a workover riser or removal of the Christmas tree and under conventional
blowout preventer control, thereby reducing the time, equipment and expense needed to perform such activities. DPS advanced its tradition of
innovation with the introduction in 2004 of an all-electric, direct current powered subsea production system, CameronDC™, which is designed
to offer greater reliability and provide substantial cost savings to customers. Following intensive testing and review, the first commercial
deployment of the CameronDC system took place in late 2008 in the Dutch North Sea. In March 2007, Cameron acquired DES Operations
Limited, an Aberdeen, Scotland-based supplier of production enhancement technology, and developer of the unique Multiple Application Re-
injection System (MARS™), which enables the installation of multiple processing technologies directly onto a subsea completion without
disrupting existing flowlines or infrastructure.
DPS’s Flow Control group was formed to focus resources on the choke product line with the goal of enhancing DPS’s performance in this
product line. Flow Control manufactures Cameron and Willis brand chokes and Cameron brand actuators for the surface and subsea
production and drilling markets as well as drilling choke control panels and surface wellhead safety systems. The Company’s primary choke
manufacturing operations are located in Longford, Ireland, and its primary surface gate valve actuator manufacturing operations are located in
Houston, Texas.
During 2008, Flow Control added to its product offerings with the acquisition of the Surface Safety Systems business that had previously
been part of the Baker Hughes International Oil Tools division and the acquisition of Dyna-Torque, Inc., a Michigan-based manufacturer of
gear operators that can be combined with the segment’s existing actuator products for use on valves around the world. In 2006, the Flow
Control product line was expanded with the addition of the LEDEEN® quarter-turn actuator line, acquired as part of the Dresser On/Off Valve
business unit acquisition in late 2005. This product line is manufactured at the Company’s facility in Voghera, Italy. Also, during 2006, the
surface choke product line was expanded as Flow Control began producing AOP ® brand surface chokes in its Houston, Texas facility. These
initiatives, along with the introduction of a new generation compact subsea choke, all contributed to order and revenue gains in 2008 and 2007
for the Flow Control business.
Petreco Processing Systems provides custom-engineered process packages to operators worldwide for separation and treatment of oil,
gas, water and solids. Petreco’s products include electrostatic desalters and dehydrators, hydrocyclones, desanders, gas flotation systems,
processing equipment, gas processing equipment and electrochlorinators. These products are marketed under the brand names P ET RECO®,
VORT OIL®, KREBS®, UNICEL®, WEMCO®, MET ROL™ , KCC™ , DEP URAT OR® and BFCC™ .
DPS’s worldwide aftermarket service program, CAMSERV™ , provides replacement parts for equipment through a comprehensive global
network. In recent years, DPS has continued to enhance its aftermarket presence worldwide with new or upgraded facilities in Brazil, Mexico,
Angola, Newfoundland and Nigeria.
DPS’s research center, located in Houston, Texas, has ten specially designed test bays to test and evaluate DPS’s products under realistic
conditions. These include environmental test chambers to simulate extreme pressures and temperatures, high-strength fixtures for the
application of multi-million pound tensile and bending loads, high-pressure gas compressors and test enclosures, a hyperbaric chamber to
simulate the external pressures of deepwater environments, and two circulation loops for erosion and flow testing.
DPS primarily markets its products directly to end-users through a worldwide network of sales and marketing employees, supported by
agents in some international locations. Due to the technical nature of many of the products, the marketing effort is further supported by a staff
of engineering employees.
DPS’s primary customers include oil and gas majors, national oil companies, independent producers, engineering and construction
companies, drilling contractors, rental companies and geothermal energy producers.
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Valves & Measurement Segment
V&M is a leading provider of 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, including API 6D
and the American Society of Mechanical Engineers (ASME).
V&M’s products include gate valves, ball valves, butterfly valves, Orbit ® valves, double block & bleed valves, plug valves, globe valves,
check valves, actuators, chokes and aftermarket parts and services. Measurement products include totalizers, turbine meters, flow computers,
chart recorders, ultrasonic flow meters and sampling systems.
In November 2004, the Company acquired certain businesses of the PCC Flow Technologies segment of Precision Castparts
Corporation. Additionally, in November 2005, the Company completed the acquisition of the On/Off Valve business unit of the Flow Control
segment of Dresser, Inc., except for a portion of the business which was acquired in January 2006. These acquisitions significantly expanded
the V&M segment, particularly the Engineered Valves and Distributed Valves product lines. V&M further added to its measurement product
line offerings with the March 2008 acquisition of Jiskoot Holdings Limited, a U.K.-based company that engineers and manufactures hardware
packages for crude oil sampling, blending and other related applications.
V&M’s Distributed Valves group manufactures a wide variety of valves which are used in the exploration, production and transportation
of oil and gas and are sold through a network of wholesalers and distributors, primarily in North America. These valves are marketed under
the brand names WKM ®, DEMCO®, NUT RON®, T BV®, AOP ®, T HORNHILL CRAVER®, T EXST EAM ® and WHEAT LEY®.
The Engineered Valves group of V&M provides large-diameter valves for use in natural gas production and transmission, liquefied natural
gas (LNG), crude oil and refined product movements and critical service applications. Products are marketed under the brand names
CAMERON®, GROVE®, RING-O® and T OM WHEAT LEY®.
V&M’s Processed Valves group provides ORBIT ® AND GENERAL® valves for use in critical service applications that are often subject to
extreme pressure and temperature conditions, particularly in refinery, chemical, petrochemical and gas processing markets, including
LNG. Other products include T K® and ENT ECH® check valves and WKM® and FOST ER® gate valves.
The Measurement Systems group of V&M designs, manufactures and distributes instrumentation to be used for the measurement and
control of flow, pressure, level and temperature. The four main product lines of this group are NUFLO™ , BART ON®, CALDON® and CLIF
MOCK™ .
The V&M segment also provides aftermarket services including OEM parts, repair, field service, asset management and remanufactured
product to customers, particularly in support of the installed base of equipment sold under the numerous brands within the expanded V&M
businesses. In 2007, V&M acquired Paradigm Services, LP, adding two new field service centers to the Company’s valve aftermarket business.
V&M markets its equipment and services through a worldwide network of combined sales and marketing employees, 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.
V&M’s primary customers include oil and gas majors, independent producers, engineering and construction companies, pipeline
operators, drilling contractors and major chemical, petrochemical and refining companies.
Compression Systems Segment
CS is a provider of reciprocating and integrally geared centrifugal compression equipment and aftermarket parts and services.
Reciprocating compression equipment (Reciprocating Technology) is used throughout the energy industry by gas transmission companies,
compression leasing companies, oil and gas producers and independent power producers. Integrally geared centrifugal compressors
(Centrifugal Technology) are used by customers around the world in a variety of industries, including air separation, petrochemical and
chemical. CS’s products include aftermarket parts and services, integral engine-compressors, separable compressors, turbochargers, integrally
geared centrifugal compressors, compressor systems and controls. Its aftermarket services include spare parts, technical services, repairs,
overhauls and upgrades.
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The CS Reciprocating Technology group provides reciprocating compression equipment and related aftermarket parts and services for the
oil and gas industry. Its products and services are marketed under the AJAX®, SUP ERIOR®, COOPER-BESSEMER®, P ENN™ , ENT ERP RISE™ ,
T EXCENT RIC®, COMP RESSION SP ECIALT IES™ and T URBINE SP ECIALT IES™ brand names. CS provides global support for its products and
maintains sales and/or service offices in key international locations. Ajax integral engine-compressors, which combine the engine and
compressor on a single drive shaft, are used for gas re-injection and storage, as well as on smaller gathering and transmission lines. Superior-
brand separable compressors are used primarily for natural gas applications, including production, storage, withdrawal, processing and
transmission, as well as petrochemical processing. These high-speed separable compressor units can be matched with either natural gas
engine drivers or electric motors.
For the year ended December 31, 2008, approximately 63% of the Reciprocating Technology revenues were generated by sales of
aftermarket parts and services in support of the Company’s worldwide installed base of compression equipment.
Customers for Reciprocating Technology products include gas transmission companies, compression leasing companies, oil and gas
producers and processors and independent power producers.
The CS Centrifugal Technology group manufactures and supplies integrally geared centrifugal compressors and provides aftermarket
services to customers worldwide. Centrifugal air compressors, used primarily in manufacturing processes (plant air), are sold under the trade
name of Turbo-Air®, with specific models including the TA-2000, TAC-2000, TA-3000, TA-6000 and TA-9000.
Engineered compressors are used in the process air and gas industries and are identified by the MSG® trade name. The process and plant
air centrifugal compressors deliver oil-free compressed air and other gases to customers, thus preventing oil contamination of the finished
products.
The CS Centrifugal Technology Group also provides installation and maintenance service, parts, repairs, overhauls and upgrades to its
worldwide customers for plant air and process gas compressors. It also provides aftermarket service and repairs on all equipment it produces
through a worldwide network of distributors, service centers and field service technicians utilizing an extensive inventory of parts.
Centrifugal Technology customers include petrochemical and refining companies, natural gas processing companies, durable goods
manufacturers, utilities, air separation and chemical companies.
Market Issues
Cameron is one of the leaders in the global market for the supply of petroleum production equipment. Cameron believes that it is well-
positioned to serve these markets. Plant and service center facilities around the world in major oil- and gas-producing regions provide a broad
market coverage. Information relating to revenues generated from shipments to various geographic regions of the world is set forth on page 25
of “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation”
incorporated by reference in Part II, Item 7 of this Annual Report on Form 10-K and incorporated herein by reference.
The market beyond North America continues to be of greater importance to Cameron. This was particularly evident as revenues
generated from shipments to customers outside of North America climbed from 63% of the Company’s revenues in 2007 to 65% of the
Company’s revenues in 2008. 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. Additionally, establishment of industrial
infrastructure in the developing countries will necessitate the growth of basic industries that require plant air and process compression
equipment. Production and service facilities in North and South America, Europe, the Far and Middle East and West Africa provide the
Company with the ability to serve the global marketplace.
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In recent years, DPS has been expanding into the deepwater subsea systems market. This market is significantly different from the
Company’s other markets since deepwater 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, the application of new technology. These projects accounted for approximately 13% of
the Company’s consolidated revenues for the year ended December 31, 2008. To the extent the Company experiences difficulties in meeting the
technical and/or delivery requirements of the projects, the Company’s earnings or liquidity could be negatively impacted. As of December 31,
2008, the Company had a subsea systems project backlog of approximately $2.1 billion.
During 2008, the public and private credit markets in the United States and around the world became severely constricted due to economic
concerns regarding past mortgage and other lending practices, current housing values and the present state of various world
economies. Certain world economies have shown negative growth in recent quarters or are anticipating negative growth during some or all of
2009. In addition, oil prices, which averaged nearly $100 per barrel during 2008, declined from over $140 per barrel in mid-2008 to nearly $40 per
barrel by the end of 2008. Natural gas prices averaged around $9.00 per Mcf for 2008 but had fallen to $5.00 - $6.00 per Mcf by the end of
2008. U.S. rig count also fell from more than 2,000 rigs in September 2008 to around 1,600 near the end of December 2008. All of these factors
and others have contributed to an expectation of a decline in spending by many of the Company’s customers during 2009, which is expected
to have a negative impact on the Company’s 2009 expected revenues and profitability. For additional information, see the Company’s
“Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation”
incorporated by reference in Part II, Item 7 of this Annual Report on Form 10-K and incorporated herein by reference.
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
Cameron introduced several drilling products during the last several years. These products include the 3.5 million-pound load capacity
LoadKing™ riser system, used for drilling in up to 10,000-foot water depths; a lightweight and lower-cost locking mechanism for subsea BOPs;
a new generation of variable-bore ram packers; a Freestanding Drilling Riser, and an Environmental Safe Guard system.
Other Cameron-developed products include the patented SpoolTree™ subsea production system; the CAMT ROL™ system that includes all
of Cameron’s controls capabilities of production, drilling and workover; the EVO™ blowout preventer, introduced in 2007, which is a compact,
lighter version of Cameron’s traditional subsea BOP and is offered with a unique patent-pending locking system; and the CameronDC subsea
production system, which is the world’s first all-electric direct current-powered subsea production system, designed for increased reliability
and improved performance in deepwater applications. Initial deployment of the CameronDC subsea production system occurred in late
2008. 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. Cameron also entered into a joint agreement with
Alcoa Oil and Gas in late 2008 to develop lighter weight drilling riser systems with high aluminum content.
During 2005, Cameron introduced a new subsea controls system that combines the traditional subsea control module and the subsea
accumulator module in a single package, allowing for more efficient operation of the subsea tree and manifold valves. Additionally, a new
state-of-the-art subsea test chamber in Cameron’s controls engineering facility in Celle, Germany facilitates testing of the Company’s control
system.
Also in 2005, Cameron launched its updated CAMTROL subsea control module, which includes new electronics, lower power demand, a
DC power option and fiber optic communications to further increase reliability and enable extended offset developments and high-bandwidth
intelligent completions.
Cameron has also formed a joint venture with Curtiss-Wright EMD, to combine Curtiss-Wright’s motor and pump expertise with
Cameron’s subsea technologies to develop integrated subsea multiphase pumping systems. As a result of this joint venture, as well as the
separation technology available through Petreco, the Company was able to introduce in 2007 CAM FORCE™, a collection of subsea
processing products and services designed to enhance production from deepwater fields.
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In 2006, Subsea Systems and Petreco designed their two-phase and three-phase subsea separation systems through a joint technology
team originally formed in 2005.
During 2005, DPS’s Flow Control group introduced a new three-inch underbalanced drilling choke, the DR30, in response to drilling
customers’ increasing demand for higher-capacity chokes for use in underbalanced drilling applications. During 2007, Flow Control also
introduced a new subsea chemical injection metering valve as well as a multi-stage control choke with the SILENCER™ trim which is designed
to address noise and velocity control issues in high pressure drop and surge control applications.
Over the past few years, CS has focused its product development resources to further expand its high-efficiency plant air compressor line
and to provide engineered compressors matched to the requirements of its customers. The latter is being achieved by advances in
aerodynamic and rotor dynamic analytical design capability and the addition of centrifugal gas applications. A major part of this effort in 2008
was the development of a new compressor selection program for the CS sales organization in order to reduce client response time and better
support client budgetary requests.
During 2007, the Company also reentered the separable engine market by reintroducing two models of Superior-brand legacy engines,
designed to be packaged with Cameron’s Superior separable compressors. Reducing the emission’s footprint of our legacy engines was a key
area of development focus. The Clean Burn ™ IV engine control system supports production of new Superior SGTD engines and uses
Cameron’s proprietary emissions technology. The new C-Force™ compressor was created through the addition of new tandem cylinders to a
small Superior reciprocating frame, providing an offering ideally suited to compressed natural gas applications.
During 2008, diversification efforts looked at how the CS development organization could adapt its existing product lines in order to
support adjacent market opportunities such as fuel gas boosting, landfill gas and API applications. The Turbo-Air® 2040G compressor was an
example of this success.
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 Kvaerner, Baker Hughes Centralift division of Baker Hughes, Inc., Balon Corporation, Circor International, Inc., Dover Corporation, Dril-
Quip, Inc., Emerson Process Management, FlowServ Corp., FMC Technologies, Inc., GE Oil & Gas Group (including Vetco Gray and Hydril
Company), Masterflo (a division of Stream-Flo Industries Ltd. (i.e. Stream)), NATCO Group, Inc., National Oilwell Varco Inc., PBV-USA, Inc. (a
Zy-Tech Global Industries company), Petrovalve (a Flotek Industries, Inc. company), Pibiviese, SPX Corporation’s Flow Technology Segment,
T3 Energy Services Inc., Tyco International Ltd., the Weatherford Artificial Lift business of Weatherford, Inc. and Wood Group.
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.
Cameron also has a strong position in the compression equipment markets. In these markets, Cameron competes principally with the Ariel
Corporation, Atlas-Copco AB, CECO (a Compressor Engineering Corporation company), Demag, Dresser-Rand Company, FS-Elliott Company,
LLC, Endyn Energy Dynamics, Hoerbiger Group and IR Air Solutions. The principal competitive factors in the compression equipment markets
are engineering and design capabilities, product performance, reliability, quality, service and price. Cameron has a competent engineering staff
and skilled technical and service representatives.
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Manufacturing
Cameron has manufacturing facilities worldwide that conduct a broad variety of processes, including machining, fabrication, assembly
and testing, using a variety of forged and cast alloyed steels and stainless steel as the primary raw materials. In previous years, Cameron has
rationalized plants and products, closed various manufacturing facilities, moved product lines to achieve economies of scale, and upgraded
other facilities. In more recent times, the Company has constructed or begun construction on new facilities mainly in certain locations outside
of North America in order to meet current and expected future demand, particularly with regard to its 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 process compressors for air separation and all plant air
compressors are given a mechanical and aerodynamic test in a dedicated test center prior to shipment.
All of Cameron’s Asian, European and Latin American manufacturing plants are ISO certified and API licensed, and most of the U.S.
plants are ISO certified. ISO is an internationally recognized verification system for quality management.
Backlog
Cameron’s backlog was approximately $5.6 billion at December 31, 2008 (approximately 61% of which is expected to be shipped during
2009), as compared to $4.3 billion at December 31, 2007, and $3.5 billion at December 31, 2006. Backlog consists of customer orders for which a
purchase order 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 336 unexpired United States patents and 700 unexpired foreign
patents. During 2008, 49 new U.S. and 68 new foreign patent applications were filed.
Although in the aggregate these patents are of considerable importance to the manufacturing of many of its products, Cameron does not
consider any single patent or group of patents to be material to its business as a whole.
Trademarks are also of considerable importance to the marketing of Cameron’s products. Cameron considers the following trade names to
be material to its business as a whole: CAMERON, COOPER-BESSEMER, AJAX, WILLIS and W-K-M. Other important trademarks used by
Cameron include AOP, AXIS, BARTON, BFCC, C-B TURBOCHARGER, CALDON, CAMCHEC, CAMERONDC, CAMFORCE, CLIF MOCK,
CONTROL SEAL, CSI, DEMCO, DEPURATOR, DRYPAK, DYNACENTRIC, DYNASEAL, EDGE, ENTECH, ENTERPRISE, EVO, FOSTER,
GENERAL VALVE, GENUINE JOY, GROVE, H & H, IC, INTERNATIONAL VALVES LTD. (U.K.), KCC, KREBS, LEDEEN, MARS, MCEVOY,
METROL, MSG, NAVCO, NORTH STAR, NUFLO, NICKLES INDUSTRIAL, NUTRON, ORBIT, PENN, PETRECO, POW-R-SEAL, QUAD 2000,
RETSCO, RING-O, SAF-T-SEAL, SPOOLTREE, STEROM, SUPERIOR, TA, TBV, TECHNO, TEXCENTRIC, TEXSTEAM, THORNHILL
CRAVER, TRUSEAL, TUNDRA, TURBINE SPECIALTIES (RECIPROCATING PRODUCTS), TK VALVE, TOM WHEATLEY, TSI, TURBO
AIR, TWINSEAL, TXT, UNICEL, VALOR, VANTAGE, VORTOIL, WEMCO, WHEATLEY and others. Cameron has registered trademarks in
countries where such registration is deemed important.
Cameron has the right to use the trademark Joy on aftermarket parts until November 2027.
Cameron also relies on trade secret protection for its confidential and proprietary information. Cameron routinely enters into
confidentiality agreements with its employees, partners and suppliers. There can be no assurance, however, that others will not independently
obtain similar information or otherwise gain access to Cameron’s trade secrets.
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Employees
As of December 31, 2008, Cameron had approximately 17,100 employees, of which approximately 24% were represented by labor unions.
Over 1,400 of these employees are covered by contracts expiring in 2009. Approximately 700 employees at the Company’s plants in Italy are
under contracts which expire in late 2009. In Brazil and Romania, the Company has approximately 110 and 550 employees, respectively, at its
facilities with contracts expiring on various dates in the second half of 2009.
The Company also entered into three new agreements during 2008. One agreement covers approximately 150 employees at the Company’s
facility in Mexico and expires in early 2009. The second agreement covers approximately 150 employees at the Ledeen, Italy facility and expires
in the fourth quarter of 2011. The third agreement covers approximately 90 employees located at the City of Industry, California facility with an
expiration date in the first half of 2010.
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Executive Officers of the

Registrant
Present Principal Position and Other Material Positions Held During Last Five Years
Name and Age
Jack B. Moore (55) President and Chief Executive Officer since April 2008. President and Chief Operating Officer from
January 2007 to March 2008. Senior Vice President from July 2005 to December 2006. Vice President from
May 2003 to July 2005. President, Drilling and Production Systems from July 2002 to December
2006. Vice President and General Manager, Cameron Western Hemisphere from July 1999 to July
2002. Vice President Western Hemisphere Operations, Vice President Eastern Hemisphere, Vice President
Latin American Operations, Director Human Resources, Director Market Research and Director Materials
of Baker Hughes Incorporated from 1976 to July 1999.
John D. Carne (60) Senior Vice President since February 2006. Vice President from May 2003 to February 2006. President,
Drilling and Production Systems since January 2007. President, Valves and Measurement from April 2002
to December 2006. Director of Operations, Eastern Hemisphere, Cameron Division from 1999 to March
2002. Plant Manager, Leeds, England, Cameron Division from 1996 to 1999. Director of Operations, U.K. &
Norway, Cooper Energy Services (U.K.) Ltd. from 1988 to 1996.
William C. Lemmer (64) 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 (43) 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.
Joseph H. Mongrain (51) Vice President, Human Resources since June 2006. Director Human Resources, Schlumberger, Data and
Consulting from May 2004 to May 2006 and Director, Human Resources, Schlumberger, North and South
America from January 2001 to April 2004.
Robert J. Rajeski (63) Vice President since July 2000. President, Compression Systems since October 2002. President, Cooper
Turbocompressor division from July 1999 to October 2002 and President, Cooper Energy Services
division from July 2001 to October 2002. Vice President and General Manager of Ingersoll-Dresser Pump
Co., Engineered Pump division from 1994 to July 1999.
James E. Wright (55) Vice President and President, Valves and Measurement group since January 2007. President, Distributed
and Process Valves divisions from December 2005 to December 2006. Vice President and General
Manager, Distributed Products from August 2002 to December 2005. Vice President and General Manager,
North America Pipeline and Distributor Products from June 2001 to August 2002 and Vice President
Marketing and North American Sales for V&M from August 1998 to June 2001.
Christopher A. Krummel (40) Vice President, Controller and Chief Accounting Officer since April 2008. Assistant Controller from
October 2007 to March 2008. Chief Financial Officer from October 2003 to October 2007 of Enventure
Global Technology, a joint venture of Royal Dutch Shell and Halliburton. Vice President of Capital
Planning and Allocation, Vice President of Mergers and Acquisitions and Division Financial Controller
for Petroleum Geo-Services from 1995 to 2003.
Stuart Taylor (47) Vice President, Tax since December 2008. Tax Director, General Electric from September 2000 to December
2008. Tax Director, International, Baker Hughes, Inc. from May 1993 to June 2000.
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Glossary of Terms
Actuator. A hydraulic or electric motor used to open or close valves.
Blowout Preventer. A hydraulically operated system of safety valves installed at the wellhead during drilling and completion operations for
the purpose of preventing an increase of high-pressure formation fluids — oil, gas or water — in the wellbore from turning into a “blowout” of
the well.
Centrifugal compressor. A compressor with an impeller or rotor, a rotor shaft and a casing which discharges gases under pressure by
centrifugal force.
Choke. A type of valve used to control the rate and pressure of the flow of production from a well or through flowlines.
Christmas tree. An assembly of valves, pipes and fittings used to control the flow of oil and gas from a well.
Compressor. A device used to create a pressure differential in order to move or compress a vapor or a gas.
Controls. A device which allows the remote triggering of an actuator to open or close a valve.
Elastomer. A rubberized pressure control sealing element used in drilling and wellhead applications.
Integral reciprocating engine-compressor. A compressor in which the crankshaft is shared by the engine and compressor, each having its
own piston rods driven by the shared crankshaft.
Integrally geared centrifugal compressor. A compressor in which the motor is geared so that the compressor runs at higher rpms than the
motor itself to gain efficiency.
Reciprocating compressor. A compressor in which the compression effect is produced by the reciprocating motion of pistons and plungers
operating in cylinders.
Riser. Pipe used to connect the wellbore of offshore wells to drilling or production equipment on the surface, and through which drilling fluids
or hydrocarbons travel.
Valve. A device used to control the rate of flow in a line, to open or shut off a line completely, or to serve as an automatic or semi-automatic
safety device.
Wellhead. The equipment installed at the surface of a wellbore to maintain control of a well and including equipment such as the casing head,
tubing head and Christmas tree.
ITEM 1A. RISK FACTORS
The information set forth under the caption “Factors That May Affect Financial Condition and Future Results” on pages 39 to 42 in the
2008 Annual Report to Stockholders is incorporated herein by reference.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There were no unresolved comments from the SEC staff at the time of filing of this Form 10-K.
ITEM 2. PROPERTIES
The Company currently operates facilities ranging in size from approximately 600 square feet to approximately 1,243,000 square feet. In
addition to its manufacturing facilities, the Company also owns and leases warehouses, distribution centers, aftermarket and storage facilities,
sales and administrative offices. The Company leases its corporate headquarters office space and space for the DPS, V&M and CS division
headquarters in Houston, Texas.
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The Company manufactures, markets and sells its products and provides services throughout the world, operating facilities in numerous
countries. At December 31, 2008, the significant facilities used by Cameron throughout the world for manufacturing, distribution, aftermarket
services, machining, storage, warehousing, sales and administration contained an aggregate of approximately 12,131,000 square feet of space,
of which approximately 6,992,000 square feet (58%) was owned and 5,139,000 (42%) was leased. Of this total, approximately 6,437,000 square
feet of space (53%) is located in the Western Hemisphere, 3,872,000 square feet of space (32%) is located in the Eastern Hemisphere, 1,478,000
square feet of space (12%) is located in Asia Pacific and the Middle East and 344,000 square feet of space (3%) is located in West Africa. The
table below shows the number of significant operating manufacturing, warehouse, distribution and aftermarket facilities and sales and
administrative offices by business segment and geographic area. DPS and V&M share space in certain facilities and, thus, are being reported
together.
Asia/Pacific
Western Eastern and West
Hemisphere Hemisphere Middle East Africa Total
DPS and V&M 124 32 53 9 218
CS 17 2 2 − 21
Corporate 1 2 − − 3
142 36 55 9 242
Taking into consideration the construction that is currently being completed on a new surface products manufacturing facility in Romania
that is scheduled to become fully operational in 2009, 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 environmental matters, litigation and tax contingencies.
Environmental Matters
The Company’s worldwide operations are subject to regulations with regard to air, soil and water quality as well as other environmental
matters. The Company, through its environmental management system and active third-party audit program, believes it is in substantial
compliance with these regulations.
The Company is currently identified as a potentially responsible party (PRP) with respect to two sites designated for cleanup under the
Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state laws. One of these sites is Osborne,
Pennsylvania (a landfill into which a predecessor of the CS operation in Grove City, Pennsylvania deposited waste), where remediation is
complete and remaining costs relate to ongoing ground water treatment and monitoring. The other is believed to be a de minimis exposure. The
Company is also engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality at former
manufacturing locations in Houston and Missouri City, Texas. Additionally, the Company has discontinued operations at a number of other
sites which had been active for many years. The Company does not believe, based upon information currently available, that there are any
material environmental liabilities existing at these locations. At December 31, 2008, the Company’s consolidated balance sheet included a
noncurrent liability of approximately $6.8 million for environmental matters.
Legal Matters
In 2001, the Company discovered that contaminated underground water from the former manufacturing site in Houston referenced above
had migrated under an adjacent residential area. Pursuant to applicable state regulations, the Company notified the affected homeowners.
Concerns over the impact on property values of the underground water contamination and its public disclosure led to a number of claims by
homeowners.
The Company has entered into a number of individual settlements and has settled a class action lawsuit. Twenty-one of the individual
settlements were made in the form of agreements with homeowners that obligated the Company to reimburse them for any estimated decline in
the value of their homes at time of sale due to potential buyers’ concerns over contamination or, in the case of some agreements, to purchase
the property after an agreed marketing period. Three of these agreements have had no claims made under them yet. The Company has also
settled ten other property claims by homeowners who have sold their properties. In addition, the Company has settled Valice v. Cameron Iron
Works, Inc. (80th Jud. Dist. Ct., Harris County, filed June 21, 2002), which was filed and settled as a class action. Pursuant to the settlement,
the homeowners who remained part of the class are entitled to receive a cash payment of approximately 3% of the 2006 appraised value of their
property or reimbursement of any diminution in value of their property due to contamination concerns at the time of any sale. To date, 71
homeowners have elected the cash payment.
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Of the 258 properties included in the Valice class, there were 21 homeowners who opted out of the class settlement. There are three suits
currently pending regarding this matter filed by non-settling homeowners. Moldovan v. Cameron Iron Works, Inc. (165th Jud. Dist. Ct., Harris
County, filed October 23, 2006), was filed by six such homeowners. The other suits were filed by individual homeowners, Tuma v. Cameron
Iron Works, Inc. (334th Judicial District Court of Harris County, Texas, filed on November 27, 2006), and Rudelson v. Cooper Industries, Inc.
(189th Judicial District Court of Harris County, Texas, filed on November 29, 2006). The remaining homeowners who opted out of the class
action settlement have retained counsel but have not filed suit. The complaints filed in these actions, and the claims asserted by the remaining
homeowners, make the claim that the contaminated underground water has reduced property values and seek recovery of alleged actual and
exemplary damages for the loss of property value.
While one suit related to this matter involving health risks has been filed, the Company is of the opinion that there is no health risk to area
residents and that the suit is without merit.
The Company believes, based on its review of the facts and law, that any potential exposure from existing agreements, the class action
settlement or other actions that have been or may be filed, will not have a material adverse effect on its financial position or results of
operations. The Company’s consolidated balance sheet included a liability of $13.1 million for these matters as of December 31, 2008.
The Company has been named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits since 1995. At December 31,
2008, the Company’s consolidated balance sheet included a liability of approximately $3.2 million for such cases, including estimated legal
costs. 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.
Regulatory Contingencies
In January 2007, the Company underwent a Pre-Assessment Survey as part of a Focused Assessment Audit initiated by the Regulatory
Audit Division of the U.S. Customs and Border Protection, Department of Homeland Security. The Pre-Assessment Survey resulted in a
finding that the Company had deficiencies in its U.S. Customs compliance process and had underpaid customs duties. The Company has
taken corrective action and will close out all matters regarding duties owed on prior shipments in March 2009, which will require the payment
of an additional $1.7 million for previously underpaid duties. The Company expects that assessment compliance testing will be completed and
the Focused Assessment Audit will be concluded by the third quarter of 2009.
In July 2007, the Company was one of a number of companies to receive a letter from the Criminal Division of the U.S. Department of
Justice (DOJ) requesting information on their use of a freight forwarder and customs clearance broker. The DOJ is inquiring into whether
certain of the services provided to the Company by the freight forwarder may have involved violations of the U.S. Foreign Corrupt Practices
Act (FCPA). The Company is conducting an internal investigation in response, as discussed below, and is providing the requested
information to the DOJ.
The Company engaged special counsel reporting to the Audit Committee of the Board of Directors to conduct an investigation into its
dealings with the freight forwarder to determine if any payment made to or by the freight forwarder and customs clearing broker on the
Company’s behalf constituted a violation of the FCPA. The investigation is also looking into activities of Company employees and agents
with respect to immigration matters and importation permitting. To date, the special counsel has found that the Company utilized certain
services in Nigeria offered by the customs broker that appear to be similar to services that have been under review by the DOJ. Special counsel
is reviewing these and other services and activities to determine whether they were conducted in compliance with all applicable laws and
regulations. Special counsel is also reviewing the extent, if any, of the Company’s knowledge, and its involvement in the performance, of these
services and activities and whether the Company fulfilled its obligations under the FCPA.
In addition, the U.S. Securities and Exchange Commission (SEC) is conducting an informal inquiry into the same matters currently under
review by the DOJ. As part of this inquiry the SEC has requested that the Company provide to them the information and documents that have
been requested by and are being provided to the DOJ. The Company is cooperating fully with the SEC, as it is doing with the DOJ, and is
providing the requested materials. At this stage of the internal investigation, the Company cannot predict the ultimate outcome of either the
internal investigation or the government inquiries. The Company has also undertaken an enhanced compliance training effort for its personnel,
including foreign operations personnel dealing with customs clearance regulations and hired a Chief Compliance Officer in September 2008 to
assume all legal compliance matters for the Company.
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Tax Contingencies
The Company has legal entities in over 35 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 which the Company is subject to are subject to interpretation and/or judgment. Although the Company believes that
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 that a taxing authority believes that the Company has not prepared its tax filings in accordance with the authority’s interpretation of the
tax laws/regulations, the Company could be exposed to additional taxes.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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 $.01 per share (together with the associated Rights to Purchase Series
B Junior Participating Preferred Stock), is traded on the New York Stock Exchange (“NYSE”) under the symbol CAM. No dividends were paid
during 2008 or 2007.
The trading activity during 2008 and 2007 was as follows:
Price Range ($)

High Low Last
2008
First Quarter $ 52.79 $ 37.00 $ 41.64
Second Quarter 57.47 40.80 55.35
Third Quarter 58.53 35.06 38.54
Fourth Quarter 38.54 16.15 20.50
Price Range ($)

High Low Last
2007
First Quarter $ 32.01 $ 24.30 $ 31.40
Second Quarter 37.21 31.29 35.74
Third Quarter 47.95 35.03 46.15
Fourth Quarter 53.83 42.76 48.13
As of February 13, 2009, the approximate number of stockholders of record of Cameron common stock was 1,064.
Information concerning securities authorized for issuance under stock-based compensation plans is included in Note 8 of the Notes to
Consolidated Financial Statements, which notes are incorporated herein by reference in Part II, Item 8 hereof.
In February 2006, the Company’s Board of Directors changed the number of shares of the Company’s common stock authorized for
repurchase from the 5,000,000 shares authorized in August 2004 to 10,000,000 shares in order to reflect the 2-for-1 stock split effective
December 15, 2005. This authorization was subsequently increased to 20,000,000 in connection with the 2-for-1 stock split effective December
28, 2007 and eventually to 30,000,000 by a resolution adopted by the Board of Directors on February 21, 2008. Additionally, on May 22, 2006,
the Company’s Board of Directors approved repurchasing shares of the Company’s common stock with the proceeds remaining from the
Company’s 2.5% Convertible Debenture offering, after taking into account a planned repayment of $200,000,000 principal amount of the
Company’s outstanding 2.65% senior notes due 2007. This authorization was in addition to the 30,000,000 shares described above.
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Purchases pursuant to the 30,000,000-share Board authorization may be made by way of open market purchases, directly or indirectly, for
the Company’s own account or through commercial banks or financial institutions and by the use of derivatives such as a sale or put on the
Company’s common stock or by forward or economically equivalent transactions. Shares of common stock purchased and placed in treasury
during the three months ended December 31, 2008 under the Board’s two authorization programs described above were as follows:
Maximum
number of
Total number shares that
of shares may yet be
purchased as purchased
Total number Average price part of all under all
of shares paid per repurchase repurchase
Period purchased share programs (a) programs (b)
10/1/08 - 10/31/08 750,000 $ 28.95 23,635,590 9,019,180
11/1/08 - 11/30/08 984,800 $ 20.97 24,620,390 8,034,380
12/1/08 - 12/31/08 926,600 $ 19.11 25,546,990 7,107,780
Total 2,661,400 $ 22.57 25,546,990 7,107,780
(a) All share purchases during the three months ended December 31, 2008 were done through open market transactions.
(b) As of December 31, 2008, there were no remaining shares available for purchase under the May 22, 2006 Board authorization.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the caption “Selected Consolidated Historical Financial Data of Cameron International Corporation” on
page 77 in the 2008 Annual Report to Stockholders is incorporated herein by reference.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Cameron International Corporation” on pages 25 to 44 in the 2008 Annual Report to Stockholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information for this item is set forth in the section entitled “Market Risk Information” on pages 42 to 44 in the 2008 Annual Report to
Stockholders and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company and the independent registered public accounting firm’s reports set forth
on pages 45 to 76 in the 2008 Annual Report to Stockholders are incorporated herein by reference:
Management’s Report on Internal Control Over Financial Reporting.
Report of Independent Registered Public Accounting Firm.
Report of Independent Registered Public Accounting Firm.
Consolidated Results of Operations for each of the three years in the period ended December 31, 2008.
Consolidated Balance Sheets as of December 31, 2008 and 2007.
Consolidated Cash Flows for each of the three years in the period ended December 31, 2008.
Consolidated Changes in Stockholders’ Equity for each of the three years in the period ended December 31, 2008.
Notes to Consolidated Financial Statements.
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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 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, 2008. In conducting management’s evaluation as described above, the Surface Safety Systems business acquired
from the Baker Hughes International Oil Tools division, SBS Oilfield Equipment GmbH, Jiskoot Holdings Limited, Dyna-Torque, Inc., Guibersen
Well Service Systems, KB Industries and Paramount Pumps and Supplies, Inc., all acquired during 2008, were excluded. These operations,
which are included in the 2008 consolidated financial statements of the Company, constituted less than 5% of the Company's consolidated
revenues, income before income taxes and total assets as of and for the year ended December 31, 2008. 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, 2008 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 2008 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 and Board of Directors Matters”, and “Security Ownership of Management” in the
Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders is incorporated herein by reference.
The Registrant has adopted a code of ethics that applies to all employees, including its principal executive officer, principal financial
officer, principal accounting officer and its Board of Directors. A copy of the code of ethics 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.
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.
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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 2009 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 2009 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 2009 Annual Meeting of Stockholders and is incorporated herein by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT 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 2009 Annual Meeting of Stockholders and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
(1) Financial Statements:
All financial statements of the Registrant as set forth under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of

Cameron International Corporation
We have audited the consolidated financial statements of Cameron International Corporation (the Company) as of December 31, 2008 and
2007, and for each of the three years in the period ended December 31, 2008, and have issued our report thereon dated February 24, 2009
(incorporated by reference in this Form 10-K). Our audits also included the financial statement schedule included in Item 15(a)(2) of this Form
10-K. This schedule is the 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.
?
0;
/s/ Ernst & Young LLP
Houston, Texas
February 24, 2009
19
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Schedule II - Valuation and Qualifying Accounts

(dollars in thousands)
Additions
Balance at Charged Charged Balance
beginning to costs to other Deductions at end
of period and expenses accounts (a) Translation of period
YEAR ENDED DECEMBER 31, 2008:

Allowance for doubtful accounts $ 8,244 $ 5,200 $ (843) $ (2,489) $ (464) $ 9,648
Allowance for obsolete and excess
inventory $ 50,055 $ 7,874 $ 3,762 $ (7,474) $ (4,577) $ 49,640
Allowance for doubtful accounts $ 7,303 $ 3,180 $ (1,562) $ (889) $ 212 $ 8,244
inventory $ 44,223 $ 13,361 $ 3,512 $ (13,396) $ 2,355 $ 50,055
Allowance for doubtful accounts $ 9,775 $ 2,082 $ (149) $ (3,495) $ (910) $ 7,303
inventory $ 48,305 $ 10,760 $ 858 $ (17,879) $ 2,179 $ 44,223
___________
(a) Write-offs of uncollectible receivables, deductions for collections of previously reserved receivables and write-offs of obsolete
inventory.
(3) Exhibits:
3.1 Amended and Restated Certificate of Incorporation of Cameron International Corporation, dated June 30, 1995, filed as
Exhibit 4.2 to the Registration Statement on Form S-8 filed on July 25, 2005 (Commission File No. 33-94948), and
incorporated herein by reference.
3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Cameron International Corporation, filed as
Exhibit 4.3 to the Registration Statement on Form S-8 filed on May 19, 1998 (Commission File No. 333-57995), and
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cameron International
Corporation, dated May 5, 2006 (incorporated by reference, filed as Exhibit 3.1 to the Form 8-K filed on May 9, 2006).
3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cameron International
Corporation, dated December 11, 2007, filed as Exhibit 3.1 to the Current Report on Form 8-K filed December 10, 2007,
and incorporated herein by reference.
3.5 Second Amended and Restated Bylaws of the Company, filed as Exhibit 3.3 to the Annual Report on Form 10-K for 2002
of the Company, and incorporated herein by reference.
3.6 First Amendment to Second Amended and Restated Bylaws of the Company, effective February 21, 2008, filed as Exhibit
3.6 to the Annual Report on Form 10-K for 2007 of the Company, and incorporated herein by reference.
3.7 Certificate of Elimination with Respect to Series A Junior Participating Preferred Stock, filed as Exhibit 3.1 to the Current
Report on Form 8-K filed December 18, 2007, and incorporated herein by reference.
20
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4.1 Form of Rights Agreement, dated as of October 1, 2007, between Cameron International Corporation and Computershare
Trust Company, N.A., as Rights Agent, filed as Exhibit 4.1 to the Company’s Form 8-A filed on October 3, 2007, and
4.2 Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration
Statement No. 333-51705), and incorporated herein by reference.
4.3 Form of Indenture for senior debt securities filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on June 23, 2008 (File No. 333-151838) and incorporated herein by reference.
10.1 The Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the Registration Statement on Form S-8 of the
Company (Commission File No. 333-46638), and incorporated herein by reference.
10.2 First Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.7 to the Registration Statement
on Form S-8 filed with the SEC on May 29, 2001 (File No. 333-61820), and incorporated herein by reference.
10.3 Second Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.8 to the Registration
Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and incorporated herein by reference.
10.4 Third Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.9 to the Registration Statement
on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and incorporated herein by reference.
10.5 Fourth Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 10.6 to the Annual Report on
Form 10-K for 2002 of the Company, and incorporated herein by reference.
10.6 Cameron International Corporation Retirement Savings Plan, as Amended and Restated, effective May 1, 2003, filed as
Exhibit 10.8 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
10.7 First through Third Amendments to the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.9
to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
10.8 Fourth and Fifth Amendments to the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.8 to
the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
10.9 Merger of the Petreco International, Inc. 401(k) Profit Sharing Plan with and into the Cameron International Corporation
Retirement Savings Plan, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 2004 of the Company, and
10.10 Merger of the Company's Savings-Investment Plan for Hourly Employees with and into the Cameron International
Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual Report on Form 10-K for 2004 of the Company,
21
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10.11 Amendment to the NuFlo Technologies, Inc. 401(K) Plan and Merger of the NuFlo Technologies, Inc. 401(K) Plan with
and into the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual Report on
10.12 The Company's Amended and Restated 2005 Equity Incentive Plan, filed as an Appendix to the Company's Proxy
Statement for the Annual Meeting of Stockholders held on May 5, 2006, and incorporated herein by reference.
10.13 Third Amendment to the Company's 2005 Equity Incentive Plan, filed as an Appendix to the Company’s Proxy
Statement for the Annual Meeting of Stockholders held on May 5, 2006, and incorporated herein by reference.
10.14 Fourth Amendment to the Company's 2005 Equity Incentive Plan filed as Exhibit 10.49 to the Annual Report on Form 10-
K for 2006 of the Company, and incorporated herein by reference.
10.15* Fifth Amendment to the Company’s 2005 Equity Incentive Plan.
10.16* Sixth Amendment to the Company’s 2005 Equity Incentive Plan.
10.17 Form of Change of Control Agreement, effective December 18, 2008, by and between the Company and R. Scott Amann,
John D. Carne, John Bartos, Christopher A. Krummel, William C. Lemmer, Joseph H. Mongrain, Jack B. Moore, Robert J.
Rajeski, Charles M. Sledge, Stuart Taylor, Stephen Tomlinson, and James E. Wright.
10.18 Form of Executive Severance Program of the Company, effective July 1, 2000, and reissued January 1, 2004, filed as
Exhibit 10.29 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
10.19 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.
10.20 Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, filed as
Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57991), incorporated herein by reference.
10.21 First through Eighth Amendments to the Individual Account Retirement Plan for Bargaining Unit Employees at the
Company's Buffalo, New York Plant, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2004 of the Company,
10.22 Ninth Amendment to the Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron
International Corporation Buffalo, New York Plant, filed as Exhibit 10.33 to the Annual Report on Form 10-K for 2005 of
the Company, and incorporated herein by reference.
10.23* Form of Indemnification Agreement, effective February 7, 2005, by and between the Company and Peter J. Fluor.
10.24* Form of Indemnification Agreement, effective July 1, 2008, by and between the Company and Douglas L. Foshee.
22
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10.25 Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and Nathan M. Avery,
C. Baker Cunningham, Sheldon R. Erikson, Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit
10.32 to the Annual Report on Form 10-K/A for 2002 of the Company, and incorporated herein by reference.
10.26 Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and Mr. Jeff Altamari,
Mr. John Carne, Mr. Hal Goldie, Mr. William C. Lemmer, Mr. Jack B. Moore, Mr. Robert Rajeski, Mr. Charles M. Sledge,
and Mr. Rick Steans, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of the Company, and
10.27 Form of Stock Option Agreement for grants dated November 22, 2004, under the Company's Long-Term Incentive Plan,
filed as an exhibit to a Form 8-K filed on January 18, 2005, and incorporated herein by reference.
10.28 Form of Stock Option Agreement for stock options granted on November 10, 2005, filed as Exhibit 10.47 to the Annual
Report on Form 10-K for 2005 of the Company, and incorporated herein by reference
10.29 Form of Restricted Stock Agreement for Restricted Stock Units granted on January 1, 2005, filed as Exhibit 10.50 to the
Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
10.30 Form of Restricted Stock Agreement for Restricted Stock Units granted on January 1, 2006, filed as Exhibit 10.39 to the
10.31* Form of Restricted Stock Agreement for Restricted Stock Units granted on or after November 13, 2008.
10.32 The Company's Deferred Compensation Plan for Non-Employee Directors, filed as Exhibit 10.41 to the Annual Report on
10.33 The Company's Long-Term Incentive Plan, as Amended and Restated as of November 2002, incorporated by reference
to the Company's Proxy Statement for the Annual Meeting of Stockholders held on May 8, 2003.
10.34 Sixth Amendment to the Company's Long-Term Incentive Plan, as Amended and Restated as of November 2002,
incorporated by reference to the Company's Proxy Statement for the annual meeting of Stockholders held on May 8,
2003.
10.35 Seventh Amendment to the Company's Long-Term Incentive Plan, filed as Exhibit 10.44 to the Annual Report on Form
10-K for 2004 of the Company, and incorporated herein by reference.
10.36 The Company's Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Registration
Statement on Form S-8 No. 333-79787), incorporated herein by reference.
10.37 First Amendment to the Company's Second Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors, filed as Exhibit 10.43 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by
reference.
23
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10.38 The Company’s Non Qualified Deferred Compensation Plan, effective January 1, 2008, (Exhibit 4.2 to Registration
Statement on Form S-8 No. 333-156712), incorporated herein by reference
10.39 Amended and Restated Management Incentive Compensation Plan of the Company, incorporated herein by reference
to the Company’s 2005 Proxy Statement for the Annual Meeting of Stockholders held on May 5, 2005.
10.40 Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on
13.1* Portions of the 2008 Annual Report to Stockholders are included as an exhibit to this report.
14.1* Code of Business Conduct and Ethics for Directors.
14.2 Code of Ethics for Management Personnel, filed as Exhibit 14.2 to the Annual Report on Form 10-K for 2004 of the
Company, and incorporated herein by reference.
14.3 Standards of Conduct, filed as Exhibit 14.3 to the Annual Report on Form 10-K for 2004 of the Company, and
21.1* Subsidiaries of registrant.
23.1* Consent of Independent Registered Public Accounting Firm.
31.1* Certification.
32.1* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
____________
* Filed herewith
24
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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.

Registrant
By: /s/ Christopher A. Krummel

Christopher A. Krummel
Vice President, Controller and Chief Accounting
Officer
(principal accounting officer)
Date: February 24, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on this 24 day of February, 2009, by
the following persons on behalf of the Registrant and in the capacities indicated.
Signature Title
/s/ Nathan M. Avery

(Nathan M. Avery) Director
/s/ C. Baker Cunningham

(C. Baker Cunningham) Director
/s/ Sheldon R. Erikson

(Sheldon R. Erikson) Chairman of the Board
/s/ Peter J. Fluor

(Peter J. Fluor) Director
/s/ Douglas L. Foshee

(Douglas L. Foshee) Director
/s/ Jack B. Moore

(Jack B. Moore) President and Chief Executive Officer
(principal executive officer)
/s/ Michael E. Patrick
(Michael E. Patrick) Director
/s/ David Ross III

(David Ross III) 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)
25
Table of Contents
EXHIBIT INDEX
Sequential
Exhibit Description Page
Number Number
3.1 Amended and Restated Certificate of Incorporation of Cameron International Corporation, dated June
30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 filed on July 25, 2005 (Commission
File No. 33-94948), and incorporated herein by reference.
3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Cameron International

Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 filed on May 19, 1998
(Commission File No. 333-57995), and incorporated herein by reference.
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cameron
International Corporation, dated May 5, 2006 (incorporated by reference, filed as Exhibit 3.1 to the Form
8-K filed on May 9, 2006).
3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cameron
International Corporation, dated December 11, 2007, filed as Exhibit 3.1 to the Current Report on Form 8-
K filed December 10, 2007, and incorporated herein by reference.
3.5 Second Amended and Restated Bylaws of the Company, filed as Exhibit 3.3 to the Annual Report on
3.6 First Amendment to Second Amended and Restated Bylaws of the Company, effective February 21,
2008, filed as Exhibit 3.6 to the Annual Report on Form 10-K for 2007 of the Company, and incorporated
herein by reference.
3.7 Certificate of Elimination with Respect to Series A Junior Participating Preferred Stock, filed as Exhibit
3.1 to the Current Report on Form 8-K filed December 18, 2007, and incorporated herein by reference.
4.1 Form of Rights Agreement, dated as of October 1, 2007, between Cameron International Corporation and
Computershare Trust Company, N.A., as Rights Agent, filed as Exhibit 4.1 to the Company’s Form 8-A
filed on October 3, 2007, and incorporated herein by reference.
4.2 Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998
(Registration Statement No. 333-51705), and incorporated herein by reference.
4.3 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
10.1 The Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the Registration Statement on
Form S-8 of the Company (Commission File No. 333-46638), and incorporated herein by reference.
26
Table of Contents
Sequential
Number Number
10.2 First Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.7 to the
Registration Statement on Form S-8 filed with the SEC on May 29, 2001 (File No. 333-61820), and
10.3 Second Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.8 to the
Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and
10.4 Third Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.9 to the
Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and
10.5 Fourth Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 10.6 to the
10.6 Cameron International Corporation Retirement Savings Plan, as Amended and Restated, effective May
1, 2003, filed as Exhibit 10.8 to the Annual Report on Form 10-K for 2004 of the Company, and
10.7 First through Third Amendments to the Cameron International Corporation Retirement Savings Plan,
filed as Exhibit 10.9 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated
10.8 Fourth and Fifth Amendments to the Cameron International Corporation Retirement Savings Plan, filed
as Exhibit 10.8 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein
by reference.
10.9 Merger of the Petreco International, Inc. 401(k) Profit Sharing Plan with and into the Cameron
International Corporation Retirement Savings Plan, filed as Exhibit 10.10 to the Annual Report on Form
10.10 Merger of the Company's Savings-Investment Plan for Hourly Employees with and into the Cameron
International Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual Report on Form
10.11 Amendment to the NuFlo Technologies, Inc. 401(K) Plan and Merger of the NuFlo Technologies, Inc.
401(K) Plan with and into the Cameron International Corporation Retirement Savings Plan, filed as
Exhibit 10.11 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by
reference.
10.12 The Company's Amended and Restated 2005 Equity Incentive Plan, filed as an Appendix to the
Company's Proxy Statement for the Annual Meeting of Stockholders held on May 5, 2006, and
27
Table of Contents
Sequential
Number Number
10.13 Third Amendment to the Company's 2005 Equity Incentive Plan, filed as an Appendix to the
Company’s Proxy Statement for the Annual Meeting of Stockholders held on May 5, 2006, and
10.14 Fourth Amendment to the Company's 2005 Equity Incentive Plan filed as Exhibit 10.49 to the Annual
Report on Form 10-K for 2006 of the Company, and incorporated herein by reference.
10.15* Fifth Amendment to the Company’s 2005 Equity Incentive Plan.
10.16* Sixth Amendment to the Company’s 2005 Equity Incentive Plan.
10.17 Form of Change of Control Agreement, effective December 18, 2008, by and between the Company and
R. Scott Amann, John D. Carne, John Bartos, Christopher A. Krummel, William C. Lemmer, Joseph H.
Mongrain, Jack B. Moore, Robert J. Rajeski, Charles M. Sledge, Stuart Taylor, Stephen Tomlinson, and
James E. Wright.
10.18 Form of Executive Severance Program of the Company, effective July 1, 2000, and reissued January 1,
2004, filed as Exhibit 10.29 to the Annual Report on Form 10-K for 2005 of the Company, and
10.19 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.
10.20 Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New
York Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57991),
10.21 First through Eighth Amendments to the Individual Account Retirement Plan for Bargaining Unit
Employees at the Company's Buffalo, New York Plant, filed as Exhibit 10.36 to the Annual Report on
10.22 Ninth Amendment to the Individual Account Retirement Plan for Bargaining Unit Employees at the
Cameron International Corporation Buffalo, New York Plant, filed as Exhibit 10.33 to the Annual Report
on Form 10-K for 2005 of the Company, and incorporated herein by reference.
10.23* Form of Indemnification Agreement, effective February 7, 2005, by and between the Company and Peter
J. Fluor.
10.24* Form of Indemnification Agreement, effective July 1, 2008, by and between the Company and Douglas
L. Foshee.
28
Table of Contents
Sequential
Number Number
10.25 Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and
Nathan M. Avery, C. Baker Cunningham, Sheldon R. Erikson, Michael E. Patrick, David Ross and
Bruce W. Wilkinson, filed as Exhibit 10.32 to the Annual Report on Form 10-K/A for 2002 of the
10.26 Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and
Mr. Jeff Altamari, Mr. John Carne, Mr. Hal Goldie, Mr. William C. Lemmer, Mr. Jack B. Moore, Mr.
Robert Rajeski, Mr. Charles M. Sledge, and Mr. Rick Steans, filed as Exhibit 10.36 to the Annual
Report on Form 10-K for 2003 of the Company, and incorporated herein by reference.
10.27 Form of Stock Option Agreement for grants dated November 22, 2004, under the Company's Long-
Term Incentive Plan, filed as an exhibit to a Form 8-K filed on January 18, 2005, and incorporated
10.28 Form of Stock Option Agreement for stock options granted on November 10, 2005, filed as Exhibit
10.47 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by
reference
10.29 Form of Restricted Stock Agreement for Restricted Stock Units granted on January 1, 2005, filed as
Exhibit 10.50 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein
by reference.
10.30 Form of Restricted Stock Agreement for Restricted Stock Units granted on January 1, 2006, filed as
Exhibit 10.39 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein
by reference.
10.31* Form of Restricted Stock Agreement for Restricted Stock Units granted on or after November 13,
2008.
10.32 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.
10.33 The Company's Long-Term Incentive Plan, as Amended and Restated as of November 2002,
incorporated by reference to the Company's Proxy Statement for the Annual Meeting of
Stockholders held on May 8, 2003.
10.34 Sixth Amendment to the Company's Long-Term Incentive Plan, as Amended and Restated as of
November 2002, incorporated by reference to the Company's Proxy Statement for the annual meeting
of Stockholders held on May 8, 2003.
10.35 Seventh Amendment to the Company's Long-Term Incentive Plan, filed as Exhibit 10.44 to the
29
Table of Contents
Sequential
Exhibit Page
Number Description Number
10.35 Seventh Amendment to the Company's Long-Term Incentive Plan, filed as Exhibit 10.44 to the
10.36 The Company's Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors
(Registration Statement on Form S-8 No. 333-79787), incorporated herein by reference.
10.37 First Amendment to the Company's Second Amended and Restated 1995 Stock Option Plan for Non-
Employee Directors, filed as Exhibit 10.43 to the Annual Report on Form 10-K for 2004 of the
10.38 The Company’s Non Qualified Deferred Compensation Plan, effective January 1, 2008, (Exhibit 4.2 to
Registration Statement on Form S-8 No. 333-156712), incorporated herein by reference
10.39 Amended and Restated Management Incentive Compensation Plan of the Company, incorporated
herein by reference to the Company’s 2005 Proxy Statement for the Annual Meeting of Stockholders
held on May 5, 2005.
10.40 Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the
13.1* Portions of the 2008 Annual Report to Stockholders are included as an exhibit to this report.
14.1* Code of Business Conduct and Ethics for Directors.
14.2 Code of Ethics for Management Personnel, filed as Exhibit 14.2 to the Annual Report on Form 10-K
for 2004 of the Company, and incorporated herein by reference.
14.3 Standards of Conduct, filed as Exhibit 14.3 to the Annual Report on Form 10-K for 2004 of the
21.1* Subsidiaries of registrant.
23.1* Consent of Independent Registered Public Accounting Firm.
32.1* Certification of Chief Executive Officer and Chief financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
____________
* Filed herewith
30
Exhibit 10.15
FIFTH AMENDMENT
TO THE
2005 EQUITY INCENTIVE PLAN
WHEREAS, CAMERON INTERNATIONAL CORPORATION (the “Company”) has heretofore adopted the 2005 EQUITY INCENTIVE PLAN
(The “Plan”); and
WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan shall be amended as follows, effective May 9, 2007:
1. A second paragraph shall be added in Section 12.4 Termination of Employment of the Plan as follows:
“In the event of termination, the Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any
restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award, or otherwise
amend or modify the Award in any manner that is not inconsistent with the provisions of the Plan, and either (i) not
adverse to such Participant or (ii) consented to by such Participant.”
2. As amended hereby, the Plan is specifically ratified and reaffirmed.
APPROVED:
/s/ William C. Lemmer

______________________________
William C. Lemmer
Vice President, General Counsel
and Secretary
Date: May 9, 2007
Exhibit 10.16
SIXTH AMENDMENT TO THE

2005 EQUITY INCENTIVE PLAN
WHEREAS, CAMERON INTERNATIONAL CORPORATION (the “Company”) has heretofore adopted the 2005 EQUITY INCENTIVE
PLAN (the “EQIP Plan”); and
WHEREAS, the Company desires to amend the 2005 Equity Incentive Plan in certain respects;
NOW, THEREFORE, the 2005 Equity Incentive Plan shall be amended as follows, effective as of February 18, 2009:
1. Section 3.1(a) shall be amended so that the last sentence thereof shall read in its entirety:
Any Shares that are subject to Awards other than Options or Stock Appreciate Rights shall be
counted against this limit as one and fifty-nine tenths (1.59) Shares for every one (1) Share granted.
2. As amended hereby, the Plan is specifically ratified and reaffirmed.
APPROVED:
/s/ William C. Lemmer

______________________________
William C. Lemmer
Senior Vice President and General Counsel

Exhibit 10.17
December 18, 2008
[NAME
ADDRESS]
Dear _____________,
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 of Control 1 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 Board of Directors of the Company (the “Board”) 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 of Control. In particular the Board believes it important, should the Company or its shareholders receive a
proposal for or notice of a Change of 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 Board 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 Board, 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 of Control under the circumstances described below,
as well as certain other benefits which will be made available to you should you be employed by the Company on the Effective Date of a
Change of Control.
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 has historically made its holder eligible for a Change of Control Agreement; 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.
1Reference 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.
1. Termination in Connection with a Change of 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 of 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 any such benefits if your termination results from
your death or Disability, unless your death or Disability occurs (i) during the Effective Period and (ii) with respect to the benefits
conferred by the Severance Package only, 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 30th 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.
3. LTIP Benefit Acceleration. Immediately upon an applicable Termination Date, all contingent compensation rights issued to you
under the LTIP Plan which are then (i) held by you, a member of your Immediate Family, or a partnership or limited liability company the
partners or shareholders of which are you and members of your Immediate Family, and (ii) outstanding, shall become vested, exercisable,
distributable and unrestricted (any contrary provision in the LTIP Plan notwithstanding), subject to the following provisions of this Section
3. You shall have the right:
(a) To (i) exercise all or any portion of your options covered (including, at your sole election, any associated
Tandem SAR) by the LTIP Plan and to have the underlying Shares issued to you and (ii) exercise all or any portion of any LTIP Plan
Freestanding SAR held by you, to the extent that such SAR is not non-qualified deferred compensation under Code Section 409A.
(b) To (i) have issued to you on a non-forfeitable basis any or all Shares covered by Restricted Stock Awards
held by you under the LTIP Plan and (ii) have issued to you any or all Performance Shares and/or Performance Units held by you in
the LTIP Plan, and such issuance shall occur within 10 days of the Termination Date.
(c) With respect to all other contingent compensation rights to which you may be entitled under the LTIP Plan
which are not non-qualified deferred compensation within the meaning of Code Section 409A, to obtain the full benefit of any such
right or rights, in each case as though all applicable Performance Targets had been met or achieved at maximum levels for all
Performance Periods (including those extending beyond the Effective Date), all other LTIP Plan contingencies had been satisfied in
full at the Effective Date of the Change of Control, and the maximum possible benefits thereunder had been earned at the Effective
Date of the Change of Control.
(d) If you are not a “Specified Employee” within the meaning of Code Section 409A, with respect to all other
contingent compensation rights to which you may be entitled under the LTIP Plan which are non-qualified deferred compensation
within the meaning of Code Section 409A, to receive all such rights and benefits, payable in accordance with the terms of the LTIP
Plan without regard to any other vesting or performance requirements therein/payable on the Termination Date. If you are a
“Specified Employee” within the meaning of Code Section 409A as of your Termination Date, and any benefit or amount described in
this Section 3 is non-qualified deferred compensation subject to Code Section 409A, then such amount shall, notwithstanding the
provisions of this Section 3, be paid on the earlier to occur of (i) death or (ii) six months plus two days from your Termination Date.
4. Excise Tax.
(a) Any other provision of this Agreement to the contrary notwithstanding, if any payment in the nature of
compensation to be paid or provided to you under this Agreement or otherwise is considered to be a “parachute payment” within the
meaning of Section 280G(b) of the Code, the Company shall pay to you an additional amount (hereinafter referred to as the “Excise
Tax Premium”). The Excise Tax Premium shall be equal to the excise tax determined under Code Section 4999 attributable to the total
excess parachute payments received by you as determined under Code Section 280G, together with any applicable interest or
penalties with respect thereto. The Excise Tax Premium shall also include any amount equal to the excise tax attributable to the Excise
Tax Premium (and, if applicable, interest and penalties thereon). The Company shall also pay to you an additional amount (the
“Additional Amount”) such that the net amount received by you, after paying any applicable excise taxes (and, if applicable, interest
and penalties thereon) with respect to your excess parachute payments and the Excise Tax Premium, as well as any federal or state
income, excise or other tax (and, if applicable, interest and penalties thereon) on such Additional Amount, shall be equal to the
amount that you would have received if no excise tax under Code Section 4999 were applicable. The Additional Amount shall include
any amount attributable to income, excise or other tax on the Additional Amount.
(b) Not later than 30 days following any payment in the nature of compensation described in this Agreement, the
independent public accountants acting as auditors for the Company on the date of the transaction constituting the change of control
within the meaning of Code Section 280G (or another accounting firm designated by you) (the “Accounting Firm”) shall (i) determine
whether the sum of the present value of any “parachute payments” payable under this Agreement or otherwise and the present value
of any other “parachute payments” received by you in connection with, relating to, or by reason of any such change of control is in
excess of the amount you can receive without causing you to be subject to an excise tax with respect to such amount under Code
Section 4999, (ii) shall determine the amount of any Excise Tax Premium and Additional Amount required under Section 4(a) above,
and (iii) shall furnish you with a written opinion as to such determinations. Any determinations by the Accounting Firm shall be
binding upon you and the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
(c) The Excise Tax Premium and Additional Amount shall be paid by the Company to you within 10 days of the
receipt of the Accounting Firm’s determinations made in accordance with Section 4(b) above, but in no event later than the end of the
calendar year next following the calendar year in which you remit or the Company remits on your behalf the applicable excise and
other taxes, and shall be net of any amounts required to be withheld for taxes.
(d) For purposes of this Section, “present value” means the value determined in accordance with the principles of
Section 1274(b)(2) of the Code under the rules provided in Code Section 280G and the corresponding Treasury Regulations
thereunder.
(e) To the extent Code Section 280G is amended prior to the termination of this Agreement, or is replaced by a
successor statute, the provisions of this Section 4 shall be deemed modified, without further action on the part of the parties, in a
manner consistent with such amendments or successor statutes, as the case may be. In the event that Code Section 280G or any
successor statute is repealed, this Section 4 shall cease to be effective on the effective date of such repeal. The parties recognize that
Treasury Regulations under Code Sections 280G and 4999 may affect the amount or amounts that may be paid hereunder and agree
that, upon the issuance of any such Regulations, this Agreement may be modified as in good faith may be deemed necessary in light
of the provisions of such Regulations to achieve the purposes hereof, and that consent to such modifications shall not be
unreasonably withheld.
5. 409A Tax Provision. If any payment or benefit received or to be received by you under this Agreement is determined to be
“deferred compensation” as that term is used in Code Section 409A and related Treasury Regulations and Department of the Treasury
guidance thereunder, with the effect that you are liable for the payment of tax or interest imposed by reason of Code Section 409A (the “409A
Tax”), the Company will pay you an additional cash payment equal to such tax and interest plus any federal, state and local income taxes,
employment taxes and any additional taxes, interest and penalties applicable to the payment under this Section 5, payable not later than the
end of the calendar year in which you remit, or the Company remits on your behalf, the 409A Tax. If you become entitled to benefits under the
Agreement by reason of separation from service, you agree to a delay in the payment of such amounts determined to be deferred
compensation for a period of six months and two business days following your separation from service with the Company if the Company
determines such delay is necessary to comply with Code Section 409A. This Agreement is intended to comply with Code Section 409A 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. The parties agree to amend the provisions of this Agreement or any other compensation arrangement in any reasonable manner
requested by the Executives or the Company to comply with Code Section 409A and related Treasury Regulations and Department of the
Treasury guidance that would reduce or eliminate the 409A Tax. This Agreement shall not be amended or termination in a manner that would
cause the Agreement or any amounts payable under the Agreement to fail to comply with the requirements of Code Section 409A, 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 Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be deemed to be a separate
payment. If any payment to you is delayed by reason of this Section 5, unless such payment is otherwise subject to adjustment to take into
account earnings (or losses) attributable thereto during the period of delay, when such payment is made you will also receive from the
Company interest on such payment, from the date the payment would otherwise have been made to the date the payment is made, at the Prime
Rate of interest as reported in the Wall Street Journal, compounded monthly with such interest rate being adjusted each month to track such
Prime Rate of interest, prospectively for the ensuing month.
6. 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 9 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 of Control has not occurred.
7. 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 of Control prior to, or a Change of 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.
8. Fees and Expenses. The Company shall pay all legal fees and expenses incurred by you as a result of your 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.
9. 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
Attention: Chief Executive Officer
If to you: [ADDRESS]
Either party may change, by the giving of notice in accordance with this Section 9, the address to which notices are
thereafter to be sent.
10. 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.
11. Survival. All obligations undertaken and benefits conferred pursuant to this Agreement shall survive any termination of your
employment and continue until performed in full.
12. 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.
13. Duplicate Originals. This Agreement has been executed in duplicate originals, with one to be held by each of the parties hereto.
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,
By:_______________________________________
Agreed to as of the _____ day of ______.
NAME
Annex I to Agreement dated December 18, 2008

between
and
[NAME]
DEFINITION OF
CERTAIN TERMS
“Agreement” means the letter agreement between R. Scott Amann and the Company dated December 18, 2008.
“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 of 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, 70% 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 70% 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) any transaction of the type described in part (iii) above, that would have qualified as a “Change of Control”
but for the fact that the consideration therefore is part or all cash;
(v) a tender offer or exchange offer is made and consummated by a Person other than the Company for the
ownership of 20% or more of the Voting Securities of the Company then outstanding; or
(vi) 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 you, or a group of Persons which includes you, acquiring more than 20% 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 Benefit Plan” means the Company’s Retirement Plan and Supplemental Excess Defined Benefit Plan, as the same
shall be amended or modified prior to, but not on or after, any Effective Date.
“Defined Contribution Plan” means the Company’s Retirement Savings Plan and Supplemental Excess Defined
Contribution 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 of 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 of 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 of Control; or (v) consideration by the Board of a
transaction which, if consummated, would result in a Change of Control.
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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 of Control that ultimately occurs shall be that date upon which consideration was revived and ultimately carried through to
consummation.
“Effective Period” means the period between the Effective Date of a Change of Control and two years following the
Effective Date.
“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 of Control to obtain the express assumption of this Agreement by any
Successor (other than by operation of law);
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(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 of Control.
“LTIP Plan” means any of the Company’s long-term incentive plans, including the 2005 Equity Incentive Plan, as such plan
may be amended, modified, or replaced, up to, but not on or after, an Effective Date.
“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 the “normal retirement date” as set forth in the Defined Benefit
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) three 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) three 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) in addition to any vested portion of your interest in the Defined Contribution Plan to which you are
entitled on the applicable Termination Date under that Plan, the Company shall pay to you, on the date six
months, two days after the Termination Date, an amount in cash equal to the unvested portion of the
Company’s contributions to your account, which unvested portion shall be valued as of the Termination
Date at Market Value;
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(c) in addition to any vested retirement benefits to which you are entitled under the Defined Benefit Plan on
the applicable Termination Date, the Company shall pay to you, on the date six months, two days after the
Termination Date, an amount in cash equal to the product of (i) a number equal to your years of life
expectancy beyond age 65 determined in accordance with the actuarial assumptions utilized under the
Defined Benefit Plan immediately prior to the Termination Date, times (ii) an amount equal to the difference
between (A) the annual benefit to which you would have been entitled under the single life annuity
method of distribution under the Defined Benefit Plan if you were fully vested thereunder (without regard
to (I) whether you shall actually have completed the period of Vesting Service required to qualify for
benefits under the Defined Benefit Plan, (II) any limitation on the amount used in the calculation of the
annual benefit thereunder, (III) any offset thereunder for severance allowances payable thereunder, or (IV)
any amendment to the Defined Benefit Plan made in connection with a Change of Control and on or prior
to the Termination Date, which amendment adversely affects in any manner the computation of retirement
benefits under such Plan) and had accumulated an additional three years of Vesting Service thereunder,
and (B) the annual benefit, if any, to which you would be entitled under the single life annuity method of
distribution under the Defined Benefit Plan as of the Termination Date; and
(d) the Company shall pay to you, on the date six months, two days after the applicable Termination Date, an
amount in cash equal to three 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).
(e) 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.
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Anything else in this Agreement to the contrary notwithstanding, if (i) your employment with the Company is terminated in
connection with a Change of Control, (ii) you are entitled to the Severance Package, and (iii) your Termination Date precedes or occurs on the
date of the closing of the transaction constituting a Change of Control, then all amounts to which you are or shall become entitled to under
this Agreement, which are calculable as of such closing date, shall be accelerated and become immediately due and payable
contemporaneously with such closing.
“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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Exhibit 10.23
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of February 17, 2005, by and among Cameron
International Corporation, a Delaware corporation (“Cameron”), and Mr. Peter J. Fluor (the “Indemnitee”).
WHEREAS, the Indemnitee has been asked to serve on the Board of Directors of Cameron (the “Board”);
WHEREAS, it is reasonable, prudent and necessary for Cameron contractually to obligate itself to indemnify persons serving as
directors of Cameron to the fullest extent permitted by applicable law so that they will serve or continue to serve as directors of Cameron free
from undue concern that they will not be so indemnified;
WHEREAS, the Indemnitee is willing to serve and continue to serve on the Board on the condition that he be so indemnified; and
WHEREAS, to the extent permitted by law, this Agreement is a supplement to and in furtherance of the provisions of the Amended
and Restated Certificate of Incorporation of Cameron (the “Certificate”) and the provisions of the Bylaws of Cameron (the “Bylaws”) or
resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of the Indemnitee
thereunder;
NOW THEREFORE, in consideration of the premises and the covenants contained herein, Cameron and the Indemnitee do hereby
covenant and agree as follows:
Section 1. Services by the Indemnitee. The Indemnitee agrees to continue to serve at the request of Cameron as a director of
Cameron (including, without limitation, service on one or more committees of the Board). Notwithstanding the foregoing, the Indemnitee may
at any time and for any reason resign from any such position.
Section 2. Indemnification - General. Cameron shall indemnify, and advance Expenses (as hereinafter defined) to, the Indemnitee
as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as
applicable law may thereafter from time to time permit. The rights of the Indemnitee provided under the preceding sentence shall include, but
shall not be limited to, the rights set forth in the other Sections of this Agreement.
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Section 3. Proceedings Other Than Proceedings by or in the Right of Cameron. The Indemnitee shall be entitled to the rights of
indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a
party to or participant in any threatened, pending or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right
of Cameron. Pursuant to this Section 3, Cameron shall indemnify the Indemnitee against Expenses, judgments, penalties, fines and amounts
paid in settlement (as and to the extent permitted hereunder) actually and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Cameron, and, with respect to any criminal Proceeding, if he also had no reasonable cause to believe his conduct was
unlawful.
Section 4. Proceedings by or in the Right of Cameron. The Indemnitee shall be entitled to the rights of indemnification provided
in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or
completed Proceeding brought by or in the right of Cameron to procure a judgment in its favor. Pursuant to this Section 4, Cameron shall
indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Cameron. Notwithstanding the
foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the
Indemnitee shall have been adjudged to be liable to Cameron or if applicable law prohibits such indemnification; provided, however, that if
applicable law so permits, indemnification against Expenses shall nevertheless be made by Cameron in such event if and to the extent that the
court in which such Proceeding shall have been brought or is pending, shall so determine
Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
(a) To the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Cameron shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his
behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, Cameron shall indemnify the Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf in connection with each such claim, issue or matter as to which the
Indemnitee is successful, on the merits or otherwise. For purposes of this Section 5(a), the term “successful, on the merits or otherwise,” shall
include, but shall not be limited to, (i) the termination of any claim, issue or matter in a Proceeding by withdrawal or dismissal, with or without
prejudice, (ii) termination of any claim, issue or matter in a Proceeding by any other means without any express finding of liability or guilt
against the Indemnitee, with or without prejudice, (iii) the expiration of 120 days after the making of a claim or threat of a Proceeding without
the institution of the same and without any promise or payment made to induce a settlement or (iv) the settlement of any claim, issue or matter
in a Proceeding pursuant to which the Indemnitee pays less than $200,000. The provisions of this Section 5(a) are subject to Section 5(b)
below.
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(b) In no event shall the Indemnitee be entitled to indemnification under Section 5(a) above with respect to a claim,
issue or matter to the extent (i) applicable law prohibits such indemnification, or (ii) an admission is made by the Indemnitee in writing to
Cameron or in such Proceeding or a final, nonappealable determination is made in such Proceeding that the standard of conduct required for
indemnification under this Agreement has not been met with respect to such claim, issue or matter.
Section 6. Indemnification for Expenses as a Witness. Notwithstanding any provisions herein to the contrary, to the extent that
the Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, Cameron shall indemnify the Indemnitee against all
Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection therewith.
Section 7. Advancement of Expenses. Cameron shall advance all reasonable Expenses incurred by or on behalf of the Indemnitee in
connection with any Proceeding within 10 days after the receipt by Cameron of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after the final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by or on behalf of the Indemnitee. The Indemnitee hereby expressly undertakes to repay such
amounts advanced only if, and to the extent that, it shall ultimately be determined by a final, non-appealable adjudication or arbitration
decision that the Indemnitee is not entitled to be indemnified against such Expenses. All amounts advanced to the Indemnitee by Cameron
pursuant to this Section 7 shall be without interest. Cameron shall make all advances pursuant to this Section 7 without regard to the financial
ability of the Indemnitee to make repayment, without bond or other security and without regard to the prospect of whether the Indemnitee may
ultimately be found to be entitled to indemnification under the provisions of this Agreement. Any required reimbursement of Expenses by the
Indemnitee shall be made by the Indemnitee to Cameron within 10 days following the entry of the final, non-appealable adjudication or
arbitration decision pursuant to which it is determined that the Indemnitee is not entitled to be indemnified against such Expenses.
Section 8. Procedure for Determination of Entitlement to Indemnification.
(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to Cameron a written request therefor,
along with such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether
and to what extent the Indemnitee is entitled to indemnification. The Secretary of Cameron shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that the Indemnitee has requested indemnification.
(b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a
determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) by the
Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (ii) if a quorum of the Board consisting
of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel
(as hereinafter defined), as selected pursuant to Section 8(d), in a written opinion to the Board (which opinion may be a “more likely than not”
opinion), a copy of which shall be delivered to the Indemnitee. If it is so determined that the Indemnitee is entitled to indemnification, Cameron
shall make payment to the Indemnitee within 10 days after such determination. The Indemnitee shall cooperate with the Person or Persons
making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such Person or Persons
upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which
is reasonably available to the Indemnitee and reasonably necessary to such determination. Subject to the provisions of Section 10 hereof, any
costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the Person or
Persons making such determination shall be borne by Cameron, and Cameron hereby agrees to indemnify and hold the Indemnitee harmless
therefrom.
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(c) Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination with
respect to the Indemnitee’s entitlement to indemnification to be made by Independent Counsel, as selected pursuant to Section 8(d), in a
written opinion to the Board (which opinion may be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee.
(d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 8(b) or (c) hereof, the Independent Counsel shall be selected as provided in this Section 8(d). If a Change of Control shall not have
occurred, the Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable),
and Cameron shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of
Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such
selection be made by the Board, in which event the preceding sentence shall apply), and approved by Cameron (which approval shall not be
unreasonably withheld). If (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8(b) or (c) hereof, and
(ii) within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent
Counsel shall have been selected, either Cameron or the Indemnitee may petition the appropriate court of the State (as hereafter defined) or
other court of competent jurisdiction for the appointment as Independent Counsel of a Person selected by such court or by such other Person
as such court shall designate. Cameron shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to Section 8(b) or (c) hereof, and Cameron shall pay all reasonable fees and expenses
incident to the procedures of this Section 8(d), regardless of the manner in which such Independent Counsel was selected or appointed. Upon
the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iv) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then
prevailing).
Section 9. Presumptions and Effect of Certain Proceedings; Construction of Certain Phrases.
(a) In making a determination with respect to whether the Indemnitee is entitled to indemnification hereunder, the
Reviewing Party making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the
Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.
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(b) Subject to the terms of Section 16 below, the termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee
did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Cameron or, with
respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful.
(c) For purposes of any determination of the Indemnitee’s entitlement to indemnification under this Agreement or
otherwise, the Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believe to be in or not opposed to the
best interests of Cameron, and, with respect to a criminal Proceeding, to have also had no reasonable cause to believe his conduct was
unlawful, if the Indemnitee’s action is based on the records or books of account of Cameron or another enterprise, including financial
statements, or on information supplied to the Indemnitee by the officers of Cameron or another enterprise in the course of their duties, or on
the advice of legal or financial counsel for Cameron or the Board (or any committee thereof) or for another enterprise or its board of directors
(or any committee thereof), or on information or records given or reports made by an independent certified public accountant or by an
appraiser or other expert selected by Cameron or the Board (or any committee thereof) or by another enterprise or its board of directors (or any
committee thereof). For purposes of this Section 9(c), the term “another enterprise” means any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving at the request of Cameron as
a director, officer, employee or agent. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this
Agreement. In addition, the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary,
officer, agent or employee of Cameron shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under
this Agreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the
Indemnitee has acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Cameron, and, with
respect to a criminal Proceeding, that he also had no reasonable cause to believe his conduct was unlawful. Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.
(d) For purposes of this Agreement, references to “fines” shall include any excise taxes assessed on the Indemnitee with
respect to an employee benefit plan; references to “serving at the request of Cameron” shall include, but shall not be limited to, any service as
a director, officer, employee or agent of Cameron which imposes duties on, or involves services by, the Indemnitee with respect to an
employee benefit plan, its participants or its beneficiaries; and if the Indemnitee has acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan, he shall be deemed to have acted in a manner
“not opposed to the best interests of Cameron” as used in this Agreement. The provisions of this Section 9(d) shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard
of conduct set forth in this Agreement.
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Section 10. Remedies of the Indemnitee.
(a) In the event that (i) a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) the
determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination
shall not have been made and delivered to the Indemnitee in writing within twenty (20) days after receipt by Cameron of the request for
indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c)
of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee
within forty-five (45) days after receipt by Cameron of the request for indemnification, (v) payment of indemnification is not made pursuant to
Section 6 of this Agreement within 10 days after receipt by Cameron of a written request therefor or (vi) payment of indemnification is not
made within 10 days after a determination has been made that the Indemnitee is entitled to indemnification or such determination is deemed to
have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the
State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an
award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Indemnitee shall
commence such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first
has the right to commence such Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in
respect of a Proceeding brought by the Indemnitee to enforce his rights under Section 5 of this Agreement.
(b) In the event that a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo
trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, Cameron shall have the burden of proving that
the Indemnitee is not entitled to indemnification, and Cameron shall be precluded from referring to or offering into evidence a determination
made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a
judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse Cameron for any advances
pursuant to Section 7 until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of
appeal have been exhausted or lapsed).
(c) If a determination is made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that the
Indemnitee is entitled to indemnification, Cameron shall be bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 10, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact
necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition
of such indemnification under applicable law.
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(d) Cameron shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that Cameron is bound by all of the provisions of this Agreement.
(e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to
enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from Cameron, and
shall be indemnified by Cameron against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or
arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were
frivolous. In the event that a Proceeding is commenced by or in the right of Cameron against the Indemnitee to enforce or interpret any of the
terms of this Agreement, the Indemnitee shall be entitled to recover from Cameron, and shall be indemnified by Cameron against, any and all
Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by
the Indemnitee against Cameron in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses
in such Proceeding were made in bad faith or were frivolous.
(f) Any judicial adjudication or arbitration determined under this Section 10 shall be final and binding on the parties.
Section 11. Defense of Certain Proceedings. In the event Cameron shall be obligated under this Agreement to pay the Expenses of
any Proceeding against the Indemnitee in which Cameron is a co-defendant with the Indemnitee, Cameron shall be entitled to assume the
defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the
retention of such counsel by Cameron, the Indemnitee shall nevertheless be entitled to employ or continue to employ his own counsel in such
Proceeding. Employment of such counsel by the Indemnitee shall be at the cost and expense of Cameron unless and until Cameron shall have
demonstrated to the reasonable satisfaction of the Indemnitee and the Indemnitee’s counsel that there is complete identity of issues and
defenses and no conflict of interest between Cameron and the Indemnitee in such Proceeding, after which time further employment of such
counsel by the Indemnitee shall be at the cost and expense of the Indemnitee. In all events, if Cameron shall not, in fact, have timely employed
counsel to assume the defense of such Proceeding, then the fees and Expenses of the Indemnitee’s counsel shall be at the cost and expense of
Cameron.
Section 12. Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this
Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any
Proceeding, or any claim therein, brought or made by the Indemnitee against:
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(a) Cameron, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder,
(ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (iii) any counter-claim or cross-claim
brought or made by him against Cameron in any Proceeding brought by or in the right of Cameron against him; or
(b) any other Person, except for Proceedings or claims approved by the Board.
Section 13. Contribution.
(a) If, with respect to any Proceeding, the indemnification provided for in this Agreement is held by a court of competent
jurisdiction to be unavailable to the Indemnitee for any reason other than that the Indemnitee did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Cameron or, with respect to a criminal Proceeding, that the Indemnitee had
reasonable cause to believe his conduct was unlawful, Cameron shall contribute to the amount of Expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by the Indemnitee or on his behalf in connection with such Proceeding or any
claim, issue or matter therein in such proportion as is appropriate to reflect the relative benefits received by the Indemnitee and the relative
fault of the Indemnitee versus the other defendants or participants in connection with the action or inaction which resulted in such Expenses,
judgments, penalties, fines and amounts paid in settlement, as well as any other relevant equitable considerations.
(b) Cameron and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 13
were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account the equitable
considerations referred to in Section 13(a) above.
(c) No Person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of
1933) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation.
Section 14. Officer and Director Liability Insurance.
(a) Cameron shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which
Cameron is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance
companies to provide the directors and officers of Cameron with coverage for losses from wrongful acts and omissions and to ensure
Cameron’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named
as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of
Cameron’s directors and officers. Notwithstanding the foregoing, Cameron shall have no obligation to obtain or maintain such insurance if
Cameron determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of Cameron.
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(b) To the extent that Cameron maintains an insurance policy or policies providing liability insurance for directors or
officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which
the Indemnitee serves at the request of Cameron, the Indemnitee shall be named as an insured under and shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer
under such policy or policies.
(c) In the event that Cameron is a named insured under any policy or policies of insurance referenced in either Section
14(a) or (b) above, Cameron hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy
or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement
without the prior written consent of the Indemnitee.
Section 15. Security. Upon reasonable request by the Indemnitee, Cameron shall provide security to the Indemnitee for Cameron’s
obligations hereunder through an irrevocable bank letter of credit, funded trust or other similar collateral. Any such security, once provided to
the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee, which consent may be granted or withheld
at the Indemnitee’s sole and absolute discretion.
Section 16. Settlement of Claims. Cameron shall not be liable to indemnify the Indemnitee under this Agreement for any amounts
paid in settlement of any Proceeding effected without Cameron’s written consent, which consent shall not be unreasonably withheld.
Section 17. Duration of Agreement. This Agreement shall be unaffected by the termination of the Corporate Status of the
Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status,
including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this
Agreement relating thereto, whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business or assets of Cameron), assigns, spouses, heirs, executors and personal and legal
representatives.
Section 18. Remedies of Cameron. Cameron hereby covenants and agrees to submit any and all disputes relating to this
Agreement that the parties are unable to resolve between themselves to binding arbitration pursuant to the rules of the American Arbitration
Association and waives all rights to judicial adjudication of any matter or dispute relating to this Agreement except where judicial adjudication
is requested or required by the Indemnitee.
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Section 19. Covenant Not to Sue, Limitation of Actions and Release of Claims. No legal action shall be brought and no cause of
action shall be asserted by or on behalf of Cameron (or any of its subsidiaries) against the Indemnitee, his spouse, heirs, executors, personal
representatives or administrators after the expiration of two (2) years from the date on which the Corporate Status of the Indemnitee is
terminated (for any reason), and any claim or cause of action of Cameron (or any of its subsidiaries) shall be extinguished and deemed released
unless asserted by filing of a legal action within such two-year period; provided, however, that the foregoing shall not apply to any action or
cause of action brought or asserted by Cameron pursuant to or in respect of this Agreement and shall not constitute a waiver or release of any
of Cameron’s rights under this Agreement.
Section 20. Limitation of Liability. Notwithstanding any other provision of this Agreement, neither party shall have any liability
to the other for, and neither party shall be entitled to recover from the other, any consequential, special, punitive, multiple or exemplary
damages as a result of a breach of this Agreement.
Section 21. Subrogation. In the event of any payment under this Agreement, Cameron shall be subrogated to the extent of such
payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable Cameron to bring suit to enforce such rights.
Section 22. No Multiple Recovery. Cameron shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.
Section 23. Definitions. For purposes of this Agreement:
(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under
common control with such Person. For purposes hereof, “control” (including, with correlative meaning, the terms “controlling”, “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of
management and policies of such Person, by contract or otherwise.
(b) “Change of Control” shall mean a change in control of Cameron occurring after the date of this Agreement of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Exchange Act, whether or not Cameron is then subject to such reporting
requirement. Without limiting the foregoing, such a Change in Control shall be deemed to have occurred if, after the date of this Agreement, (i)
any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Cameron representing 20% or more of the combined voting
power of Cameron’s then outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-
thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) Cameron is a party to a
merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office
immediately prior to such transaction or event constitute less than a majority of the Board thereafter; (iii) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or
nomination for election by Cameron’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or (iv) approval by the
shareholders of Cameron of a liquidation or dissolution of Cameron.
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(c) “Company” means Cooper Cameron Corporation, a Delaware corporation.
(d) “Corporate Status” describes the status of an individual who is or was an officer or director of Cameron, or is or was
serving at the request of Cameron as an officer, director, employee or agent of another corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise.
(e) “Disinterested Director” means a director of Cameron who is not and was not a party to, or otherwise involved in, the
Proceeding for which indemnification is sought by the Indemnitee.
(f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(g) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend,
investigating or being or preparing to be a witness in a Proceeding.
(h) “Independent Counsel” means a law firm or a member of a law firm that is experienced in matters of corporation law and
neither presently is, nor in the past five (5) years has been, retained to represent: (i) Cameron or the Indemnitee in any matter material to either
such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the
term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either Cameron or the Indemnitee in an action to determine the Indemnitee’s rights under this
Agreement.
(i) “Person” means a natural person, firm, partnership, joint venture, association, corporation, company, limited liability
company, trust, business trust, estate or other entity.
(j) “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal, administrative or investigative.
(k) “State” means the State of Texas.
Section 24. Non-Exclusivity. The Indemnitee’s rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the
Certificate, the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise.
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Section 25. Remedies Not Exclusive. No right or remedy herein conferred upon the Indemnitee is intended to be exclusive of any
other right or remedy, and every other right or remedy shall be cumulative of and in addition to the rights and remedies given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy of the Indemnitee hereunder or
otherwise shall not be deemed an election of remedies on the part of the Indemnitee and shall not prevent the concurrent assertion or
employment of any other right or remedy by the Indemnitee.
Section 26. Changes in Law. In the event that a change in applicable law after the date of this Agreement, whether by statute, rule
or judicial decision, expands or otherwise increases the right or ability of a Delaware corporation to indemnify a member of its board of
directors or an officer, the Indemnitee shall, by this Agreement, enjoy the greater benefits so afforded by such change. In the event that a
change in applicable law after the date of this Agreement, whether by statute, rule or judicial decision, narrows or otherwise reduces the right
or ability of a Delaware corporation to indemnify a member of its board of directors or an officer, such change shall have no effect on this
Agreement or any of the Indemnitee’s rights hereunder, except and only to the extent required by law.
Section 27. Interpretation of Agreement. Cameron and the Indemnitee acknowledge and agree that it is their intention that this
Agreement be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by
law.
Section 28. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this agreement (including, without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law
and to give maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the
provision or provisions held invalid, illegal or unenforceable.
Section 29. Governing Law; Jurisdiction and Venue; Specific Performance.
(a) The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the
internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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(b) ANY “ACTION OR PROCEEDING” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE FILED IN AND LITIGATED OR ARBITRATED SOLELY BEFORE THE COURTS LOCATED IN OR
ARBITRATORS SITTING IN HARRIS COUNTY IN THE STATE OF TEXAS, AND EACH PARTY TO THIS AGREEMENT: (i)
GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
ARBITRATORS AND VENUE THEREIN, AND WAIVES TO THE FULLEST EXTENT PROVIDED BY LAW ANY DEFENSE OR
OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS;” AND (ii)
GENERALLY AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY
DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE NOTICE
PROVISIONS OF THIS AGREEMENT. FOR PURPOSES OF THIS SECTION, THE TERM “ACTION OR PROCEEDING” IS DEFINED AS
ANY AND ALL CLAIMS, SUITS, ACTIONS, HEARINGS, ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING
APPEALS AND PETITIONS THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR NON-GOVERNMENTAL, OR
CIVIL OR CRIMINAL. THE FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE GENERAL CONSENT TO
SERVICE OF PROCESS IN THE STATE FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO
CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.
(c) Cameron acknowledges that the Indemnitee may, as a result of Cameron’s breach of its covenants and obligations
under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage which cannot be reasonably or
adequately compensated by damages at law. Consequently, Cameron agrees that the Indemnitee shall be entitled, in the event of Cameron’s
breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction,
including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent
injunctions enforcing any of the Indemnitee’s rights, requiring performance by Cameron, or enjoining any breach by Cameron, all without
proof of any actual damages that have been or may be caused to the Indemnitee by such breach or threatened breach and without the posting
of bond or other security in connection therewith. Cameron waives the claim or defense therein that the Indemnitee has an adequate remedy at
law, and Cameron shall not allege or otherwise assert the legal position that any such remedy at law exists. Cameron agrees and acknowledges
that: (i) the terms of this Section 29(c) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is
a material inducement to the Indemnitee to enter into the transactions contemplated hereby; and (iii) the Indemnitee relied upon this waiver in
entering into this Agreement and will continue to rely on this waiver in its future dealings with Cameron. Cameron represents and warrants
that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section
29 following consultation with such legal counsel.
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Section 30. Nondisclosure of Payments. Except as expressly required by Federal securities laws, Cameron shall not disclose any
payments under this Agreement without the prior written consent of the Indemnitee. Any payments to the Indemnitee that must be disclosed
shall, unless otherwise required by law, be described only in Cameron proxy or information statements relating to special and/or annual
meetings of Cameron’s shareholders, and Cameron shall afford the Indemnitee a reasonable opportunity to review all such disclosures and, if
requested by the Indemnitee, to explain in such statement any mitigating circumstances regarding the events reported.
Section 31. Notice by the Indemnitee. The Indemnitee agrees to promptly notify Cameron in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification or advancement of Expenses covered hereunder.
Section 32. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed
to have been duly given if (a) delivered by hand and received for by the party to whom said notice or other communication shall have been
directed, or (b) mailed by U.S. certified or registered mail with postage prepaid, on the third business day after the date on which it is so
mailed: (i) If to Cameron: Cooper Cameron Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027, Attention: President; and
(ii) if to any other party hereto, including the Indemnitee, to the address of such party set forth on the signature page hereof; or to such other
address as may have been furnished by any party to the other(s), in accordance with this Section 32.
Section 33. Modification and Waiver. No supplement, modification or amendment of this Agreement or any provision hereof shall
limit or restrict in any way any right of the Indemnitee under this Agreement with respect to any action taken or omitted by the Indemnitee in
his Corporate Status prior to such supplement, modification or amendment. No supplement, modification or amendment of this Agreement or
any provision hereof shall be binding unless executed in writing by both of Cameron and the Indemnitee. No waiver of any provision of this
Agreement shall be deemed or shall constitute a wavier of any other provision hereof (whether or not similar) nor shall such waiver constitute
a continuing waiver.
Section 34. Headings. The headings of the Sections or paragraphs of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the construction thereof.
Section 35. Gender. Use of the masculine pronoun in this Agreement shall be deemed to include usage of the feminine pronoun
where appropriate.
Section 36. Identical Counterparts. This Agreement may be executed in one or more counterparts (whether by original,
photocopy or facsimile signature), each of which shall for all purposes be deemed to be an original, but all of which together shall constitute
one and the same Agreement. Only one such counterpart executed by the party against whom enforcement is sought must be produced to
evidence the existence of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
ATTEST: CAMERON INTERNATIONAL CORPORATION
By: /s/ William C. By: /s/ Sheldon R. Erikson

Lemmer
Name: William C. Lemmer Name: Sheldon R. Erikson
Title: VP, General Counsel & Secy. Title: Chairman, President & CEO
INDEMNITEE
/s/ Peter J. Fluor

Name: Peter J. Fluor
Address: [ ]
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Exhibit 10.24
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of July 1, 2008, by and among Cameron International
Corporation, a Delaware corporation (“Cameron”), and Mr. Douglas L. Foshee (the “Indemnitee”).
WHEREAS, the Indemnitee has been asked to serve on the Board of Directors of Cameron (the “Board”);
WHEREAS, it is reasonable, prudent and necessary for Cameron contractually to obligate itself to indemnify persons serving as
directors of Cameron to the fullest extent permitted by applicable law so that they will serve or continue to serve as directors of Cameron free
from undue concern that they will not be so indemnified;
WHEREAS, the Indemnitee is willing to serve and continue to serve on the Board on the condition that he be so indemnified; and
WHEREAS, to the extent permitted by law, this Agreement is a supplement to and in furtherance of the provisions of the Amended
and Restated Certificate of Incorporation of Cameron (the “Certificate”) and the provisions of the Bylaws of Cameron (the “Bylaws”) or
resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of the Indemnitee
thereunder;
NOW THEREFORE, in consideration of the premises and the covenants contained herein, Cameron and the Indemnitee do hereby
covenant and agree as follows:
Section 1. Services by the Indemnitee. The Indemnitee agrees to continue to serve at the request of Cameron as a director of
Cameron (including, without limitation, service on one or more committees of the Board). Notwithstanding the foregoing, the Indemnitee may
at any time and for any reason resign from any such position.
Section 2. Indemnification - General. Cameron shall indemnify, and advance Expenses (as hereinafter defined) to, the Indemnitee
as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as
applicable law may thereafter from time to time permit. The rights of the Indemnitee provided under the preceding sentence shall include, but
shall not be limited to, the rights set forth in the other Sections of this Agreement.
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Section 3. Proceedings Other Than Proceedings by or in the Right of Cameron. The Indemnitee shall be entitled to the rights of
indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a
party to or participant in any threatened, pending or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right
of Cameron. Pursuant to this Section 3, Cameron shall indemnify the Indemnitee against Expenses, judgments, penalties, fines and amounts
paid in settlement (as and to the extent permitted hereunder) actually and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Cameron, and, with respect to any criminal Proceeding, if he also had no reasonable cause to believe his conduct was
unlawful.
Section 4. Proceedings by or in the Right of Cameron. The Indemnitee shall be entitled to the rights of indemnification provided
in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or
completed Proceeding brought by or in the right of Cameron to procure a judgment in its favor. Pursuant to this Section 4, Cameron shall
indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Cameron. Notwithstanding the
foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the
Indemnitee shall have been adjudged to be liable to Cameron or if applicable law prohibits such indemnification; provided, however, that if
applicable law so permits, indemnification against Expenses shall nevertheless be made by Cameron in such event if and to the extent that the
court in which such Proceeding shall have been brought or is pending, shall so determine.
Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
(a) To the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Cameron shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his
behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, Cameron shall indemnify the Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf in connection with each such claim, issue or matter as to which the
Indemnitee is successful, on the merits or otherwise. For purposes of this Section 5(a), the term “successful, on the merits or otherwise,” shall
include, but shall not be limited to, (i) the termination of any claim, issue or matter in a Proceeding by withdrawal or dismissal, with or without
prejudice, (ii) termination of any claim, issue or matter in a Proceeding by any other means without any express finding of liability or guilt
against the Indemnitee, with or without prejudice, (iii) the expiration of 120 days after the making of a claim or threat of a Proceeding without
the institution of the same and without any promise or payment made to induce a settlement or (iv) the settlement of any claim, issue or matter
in a Proceeding pursuant to which the Indemnitee pays less than $200,000. The provisions of this Section 5(a) are subject to Section 5(b)
below.
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(b) In no event shall the Indemnitee be entitled to indemnification under Section 5(a) above with respect to a claim,
issue or matter to the extent (i) applicable law prohibits such indemnification, or (ii) an admission is made by the Indemnitee in writing to
Cameron or in such Proceeding or a final, nonappealable determination is made in such Proceeding that the standard of conduct required for
indemnification under this Agreement has not been met with respect to such claim, issue or matter.
Section 6. Indemnification for Expenses as a Witness. Notwithstanding any provisions herein to the contrary, to the extent that
the Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, Cameron shall indemnify the Indemnitee against all
Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection therewith.
Section 7. Advancement of Expenses. Cameron shall advance all reasonable Expenses incurred by or on behalf of the Indemnitee in
connection with any Proceeding within 10 days after the receipt by Cameron of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after the final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by or on behalf of the Indemnitee. The Indemnitee hereby expressly undertakes to repay such
amounts advanced only if, and to the extent that, it shall ultimately be determined by a final, non-appealable adjudication or arbitration
decision that the Indemnitee is not entitled to be indemnified against such Expenses. All amounts advanced to the Indemnitee by Cameron
pursuant to this Section 7 shall be without interest. Cameron shall make all advances pursuant to this Section 7 without regard to the financial
ability of the Indemnitee to make repayment, without bond or other security and without regard to the prospect of whether the Indemnitee may
ultimately be found to be entitled to indemnification under the provisions of this Agreement. Any required reimbursement of Expenses by the
Indemnitee shall be made by the Indemnitee to Cameron within 10 days following the entry of the final, non-appealable adjudication or
arbitration decision pursuant to which it is determined that the Indemnitee is not entitled to be indemnified against such Expenses.
Section 8. Procedure for Determination of Entitlement to Indemnification.
(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to Cameron a written request therefor,
along with such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether
and to what extent the Indemnitee is entitled to indemnification. The Secretary of Cameron shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that the Indemnitee has requested indemnification.
(b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a
determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) by the
Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (ii) if a quorum of the Board consisting
of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel
(as hereinafter defined), as selected pursuant to Section 8(d), in a written opinion to the Board (which opinion may be a “more likely than not”
opinion), a copy of which shall be delivered to the Indemnitee. If it is so determined that the Indemnitee is entitled to indemnification, Cameron
shall make payment to the Indemnitee within 10 days after such determination. The Indemnitee shall cooperate with the Person or Persons
making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such Person or Persons
upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which
is reasonably available to the Indemnitee and reasonably necessary to such determination. Subject to the provisions of Section 10 hereof, any
costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the Person or
Persons making such determination shall be borne by Cameron, and Cameron hereby agrees to indemnify and hold the Indemnitee harmless
therefrom.
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(c) Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination with
respect to the Indemnitee’s entitlement to indemnification to be made by Independent Counsel, as selected pursuant to Section 8(d), in a
written opinion to the Board (which opinion may be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee.
(d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 8(b) or (c) hereof, the Independent Counsel shall be selected as provided in this Section 8(d). If a Change of Control shall not have
occurred, the Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable),
and Cameron shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of
Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such
selection be made by the Board, in which event the preceding sentence shall apply), and approved by Cameron (which approval shall not be
unreasonably withheld). If (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8(b) or (c) hereof, and
(ii) within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent
Counsel shall have been selected, either Cameron or the Indemnitee may petition the appropriate court of the State (as hereafter defined) or
other court of competent jurisdiction for the appointment as Independent Counsel of a Person selected by such court or by such other Person
as such court shall designate. Cameron shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to Section 8(b) or (c) hereof, and Cameron shall pay all reasonable fees and expenses
incident to the procedures of this Section 8(d), regardless of the manner in which such Independent Counsel was selected or appointed. Upon
the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iv) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then
prevailing).
Section 8. Presumptions and Effect of Certain Proceedings; construction of Certain Phrases.
(a) In making a determination with respect to whether the Indemnitee is entitled to indemnification hereunder, the
Reviewing Party making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the
Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.
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(b) Subject to the terms of Section 16 below, the termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee
did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Cameron or, with
respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful.
(c) For purposes of any determination of the Indemnitee’s entitlement to indemnification under this Agreement or
otherwise, the Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believe to be in or not opposed to the
best interests of Cameron, and, with respect to a criminal Proceeding, to have also had no reasonable cause to believe his conduct was
unlawful, if the Indemnitee’s action is based on the records or books of account of Cameron or another enterprise, including financial
statements, or on information supplied to the Indemnitee by the officers of Cameron or another enterprise in the course of their duties, or on
the advice of legal or financial counsel for Cameron or the Board (or any committee thereof) or for another enterprise or its board of directors
(or any committee thereof), or on information or records given or reports made by an independent certified public accountant or by an
appraiser or other expert selected by Cameron or the Board (or any committee thereof) or by another enterprise or its board of directors (or any
committee thereof). For purposes of this Section 9(c), the term “another enterprise” means any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving at the request of Cameron as
a director, officer, employee or agent. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this
Agreement. In addition, the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary,
officer, agent or employee of Cameron shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under
this Agreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the
Indemnitee has acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Cameron, and, with
respect to a criminal Proceeding, that he also had no reasonable cause to believe his conduct was unlawful. Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.
(d) For purposes of this Agreement, references to “fines” shall include any excise taxes assessed on the Indemnitee with
respect to an employee benefit plan; references to “serving at the request of Cameron” shall include, but shall not be limited to, any service as
a director, officer, employee or agent of Cameron which imposes duties on, or involves services by, the Indemnitee with respect to an
employee benefit plan, its participants or its beneficiaries; and if the Indemnitee has acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan, he shall be deemed to have acted in a manner
“not opposed to the best interests of Cameron” as used in this Agreement. The provisions of this Section 9(d) shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard
of conduct set forth in this Agreement.
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Section 10. Remedies of the Indemnitee.
(a) In the event that (i) a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) the
determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination
shall not have been made and delivered to the Indemnitee in writing within twenty (20) days after receipt by Cameron of the request for
indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c)
of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee
within forty-five (45) days after receipt by Cameron of the request for indemnification, (v) payment of indemnification is not made pursuant to
Section 6 of this Agreement within 10 days after receipt by Cameron of a written request therefor or (vi) payment of indemnification is not
made within 10 days after a determination has been made that the Indemnitee is entitled to indemnification or such determination is deemed to
have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the
State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an
award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Indemnitee shall
commence such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first
has the right to commence such Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in
respect of a Proceeding brought by the Indemnitee to enforce his rights under Section 5 of this Agreement.
(b) In the event that a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo
trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, Cameron shall have the burden of proving that
the Indemnitee is not entitled to indemnification, and Cameron shall be precluded from referring to or offering into evidence a determination
made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a
judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse Cameron for any advances
pursuant to Section 7 until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of
appeal have been exhausted or lapsed).
(c) If a determination is made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that the
Indemnitee is entitled to indemnification, Cameron shall be bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 10, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact
necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition
of such indemnification under applicable law.
6
(d) Cameron shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that Cameron is bound by all of the provisions of this Agreement.
(e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to
enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from Cameron, and
shall be indemnified by Cameron against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or
arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were
frivolous. In the event that a Proceeding is commenced by or in the right of Cameron against the Indemnitee to enforce or interpret any of the
terms of this Agreement, the Indemnitee shall be entitled to recover from Cameron, and shall be indemnified by Cameron against, any and all
Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by
the Indemnitee against Cameron in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses
in such Proceeding were made in bad faith or were frivolous.
(f) Any judicial adjudication or arbitration determined under this Section 10 shall be final and binding on the parties.
Section 11. Defense of Certain Proceedings. In the event Cameron shall be obligated under this Agreement to pay the Expenses of
any Proceeding against the Indemnitee in which Cameron is a co-defendant with the Indemnitee, Cameron shall be entitled to assume the
defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the
retention of such counsel by Cameron, the Indemnitee shall nevertheless be entitled to employ or continue to employ his own counsel in such
Proceeding. Employment of such counsel by the Indemnitee shall be at the cost and expense of Cameron unless and until Cameron shall have
demonstrated to the reasonable satisfaction of the Indemnitee and the Indemnitee’s counsel that there is complete identity of issues and
defenses and no conflict of interest between Cameron and the Indemnitee in such Proceeding, after which time further employment of such
counsel by the Indemnitee shall be at the cost and expense of the Indemnitee. In all events, if Cameron shall not, in fact, have timely employed
counsel to assume the defense of such Proceeding, then the fees and Expenses of the Indemnitee’s counsel shall be at the cost and expense of
Cameron.
Section 12. Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this
Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any
Proceeding, or any claim therein, brought or made by the Indemnitee against:
7
(a) Cameron, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder,
(ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (iii) any counter-claim or cross-claim
brought or made by him against Cameron in any Proceeding brought by or in the right of Cameron against him; or
(b) any other Person, except for Proceedings or claims approved by the Board.
Section 13. Contribution.
(a) If, with respect to any Proceeding, the indemnification provided for in this Agreement is held by a court of competent
jurisdiction to be unavailable to the Indemnitee for any reason other than that the Indemnitee did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Cameron or, with respect to a criminal Proceeding, that the Indemnitee had
reasonable cause to believe his conduct was unlawful, Cameron shall contribute to the amount of Expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by the Indemnitee or on his behalf in connection with such Proceeding or any
claim, issue or matter therein in such proportion as is appropriate to reflect the relative benefits received by the Indemnitee and the relative
fault of the Indemnitee versus the other defendants or participants in connection with the action or inaction which resulted in such Expenses,
judgments, penalties, fines and amounts paid in settlement, as well as any other relevant equitable considerations.
(b) Cameron and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 13
were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account the equitable
considerations referred to in Section 13(a) above.
(c) No Person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of
1933) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation.
Section 14. Officer and Director Liability Insurance.
(a) Cameron shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which
Cameron is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance
companies to provide the directors and officers of Cameron with coverage for losses from wrongful acts and omissions and to ensure
Cameron’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named
as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of
Cameron’s directors and officers. Notwithstanding the foregoing, Cameron shall have no obligation to obtain or maintain such insurance if
Cameron determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of Cameron.
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(b) To the extent that Cameron maintains an insurance policy or policies providing liability insurance for directors or
officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which
the Indemnitee serves at the request of Cameron, the Indemnitee shall be named as an insured under and shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer
under such policy or policies.
(c) In the event that Cameron is a named insured under any policy or policies of insurance referenced in either Section
14(a) or (b) above, Cameron hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy
or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement
without the prior written consent of the Indemnitee.
Section 15. Security. Upon reasonable request by the Indemnitee, Cameron shall provide security to the Indemnitee for Cameron’s
obligations hereunder through an irrevocable bank letter of credit, funded trust or other similar collateral. Any such security, once provided to
the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee, which consent may be granted or withheld
at the Indemnitee’s sole and absolute discretion.
Section 16. Settlement of Claims. Cameron shall not be liable to indemnify the Indemnitee under this Agreement for any amounts
paid in settlement of any Proceeding effected without Cameron’s written consent, which consent shall not be unreasonably withheld.
Section 17. Duration of Agreement. This Agreement shall be unaffected by the termination of the Corporate Status of the
Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status,
including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this
Agreement relating thereto, whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business or assets of Cameron), assigns, spouses, heirs, executors and personal and legal
representatives.
Section 18. Remedies of Cameron. Cameron hereby covenants and agrees to submit any and all disputes relating to this
Agreement that the parties are unable to resolve between themselves to binding arbitration pursuant to the rules of the American Arbitration
Association and waives all rights to judicial adjudication of any matter or dispute relating to this Agreement except where judicial adjudication
is requested or required by the Indemnitee.
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Section 19. Covenant Not to Sue, Limitation of Actions and Release of Claims. No legal action shall be brought and no cause of
action shall be asserted by or on behalf of Cameron (or any of its subsidiaries) against the Indemnitee, his spouse, heirs, executors, personal
representatives or administrators after the expiration of two (2) years from the date on which the Corporate Status of the Indemnitee is
terminated (for any reason), and any claim or cause of action of Cameron (or any of its subsidiaries) shall be extinguished and deemed released
unless asserted by filing of a legal action within such two-year period; provided, however, that the foregoing shall not apply to any action or
cause of action brought or asserted by Cameron pursuant to or in respect of this Agreement and shall not constitute a waiver or release of any
of Cameron’s rights under this Agreement.
Section 20. Limitation of Liability. Notwithstanding any other provision of this Agreement, neither party shall have any liability
to the other for, and neither party shall be entitled to recover from the other, any consequential, special, punitive, multiple or exemplary
damages as a result of a breach of this Agreement.
Section 21. Subrogation. In the event of any payment under this Agreement, Cameron shall be subrogated to the extent of such
payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable Cameron to bring suit to enforce such rights.
Section 22. No Multiple Recovery. Cameron shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.
Section 23. Definitions. For purposes of this Agreement:
(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under
common control with such Person. For purposes hereof, “control” (including, with correlative meaning, the terms “controlling”, “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of
management and policies of such Person, by contract or otherwise.
(b) “Change of Control” shall mean a change in control of Cameron occurring after the date of this Agreement of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Exchange Act, whether or not Cameron is then subject to such reporting
requirement. Without limiting the foregoing, such a Change in Control shall be deemed to have occurred if, after the date of this Agreement, (i)
any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Cameron representing 20% or more of the combined voting
power of Cameron’s then outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-
thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) Cameron is a party to a
merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office
immediately prior to such transaction or event constitute less than a majority of the Board thereafter; (iii) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or
nomination for election by Cameron’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or (iv) approval by the
shareholders of Cameron of a liquidation or dissolution of Cameron.
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(c) “Company” means Cooper Cameron Corporation, a Delaware corporation.
(d) “Corporate Status” describes the status of an individual who is or was an officer or director of Cameron, or is or was
serving at the request of Cameron as an officer, director, employee or agent of another corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise.
(e) “Disinterested Director” means a director of Cameron who is not and was not a party to, or otherwise involved in, the
Proceeding for which indemnification is sought by the Indemnitee.
(f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(g) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend,
investigating or being or preparing to be a witness in a Proceeding.
(h) “Independent Counsel” means a law firm or a member of a law firm that is experienced in matters of corporation law and
neither presently is, nor in the past five (5) years has been, retained to represent: (i) Cameron or the Indemnitee in any matter material to either
such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the
term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either Cameron or the Indemnitee in an action to determine the Indemnitee’s rights under this
Agreement.
(i) “Person” means a natural person, firm, partnership, joint venture, association, corporation, company, limited liability
company, trust, business trust, estate or other entity.
(j) “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal, administrative or investigative.
(k) “State” means the State of Texas.
Section 24. Non-Exclusivity. The Indemnitee’s rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the
Certificate, the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise.
Section 25. Remedies Not Exclusive. No right or remedy herein conferred upon the Indemnitee is intended to be exclusive of any
other right or remedy, and every other right or remedy shall be cumulative of and in addition to the rights and remedies given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy of the Indemnitee hereunder or
otherwise shall not be deemed an election of remedies on the part of the Indemnitee and shall not prevent the concurrent assertion or
employment of any other right or remedy by the Indemnitee.
Section 26. Changes in Law. In the event that a change in applicable law after the date of this Agreement, whether by statute, rule
or judicial decision, expands or otherwise increases the right or ability of a Delaware corporation to indemnify a member of its board of
directors or an officer, the Indemnitee shall, by this Agreement, enjoy the greater benefits so afforded by such change. In the event that a
change in applicable law after the date of this Agreement, whether by statute, rule or judicial decision, narrows or otherwise reduces the right
or ability of a Delaware corporation to indemnify a member of its board of directors or an officer, such change shall have no effect on this
Agreement or any of the Indemnitee’s rights hereunder, except and only to the extent required by law.
Section 27. Interpretation of Agreement. Cameron and the Indemnitee acknowledge and agree that it is their intention that this
Agreement be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by
law.
Section 28. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this agreement (including, without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law
and to give maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the
provision or provisions held invalid, illegal or unenforceable.
Section 29. Governing Law; Jurisdiction and Venue; Specific Performance.
(a) The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the
internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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(b) ANY “ACTION OR PROCEEDING” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE FILED IN AND LITIGATED OR ARBITRATED SOLELY BEFORE THE COURTS LOCATED IN OR
ARBITRATORS SITTING IN HARRIS COUNTY IN THE STATE OF TEXAS, AND EACH PARTY TO THIS AGREEMENT: (i)
GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
ARBITRATORS AND VENUE THEREIN, AND WAIVES TO THE FULLEST EXTENT PROVIDED BY LAW ANY DEFENSE OR
OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS;” AND (ii)
GENERALLY AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY
DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE NOTICE
PROVISIONS OF THIS AGREEMENT. FOR PURPOSES OF THIS SECTION, THE TERM “ACTION OR PROCEEDING” IS DEFINED AS
ANY AND ALL CLAIMS, SUITS, ACTIONS, HEARINGS, ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING
APPEALS AND PETITIONS THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR NON-GOVERNMENTAL, OR
CIVIL OR CRIMINAL. THE FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE GENERAL CONSENT TO
SERVICE OF PROCESS IN THE STATE FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO
CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.
(c) Cameron acknowledges that the Indemnitee may, as a result of Cameron’s breach of its covenants and obligations
under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage which cannot be reasonably or
adequately compensated by damages at law. Consequently, Cameron agrees that the Indemnitee shall be entitled, in the event of Cameron’s
breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction,
including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent
injunctions enforcing any of the Indemnitee’s rights, requiring performance by Cameron, or enjoining any breach by Cameron, all without
proof of any actual damages that have been or may be caused to the Indemnitee by such breach or threatened breach and without the posting
of bond or other security in connection therewith. Cameron waives the claim or defense therein that the Indemnitee has an adequate remedy at
law, and Cameron shall not allege or otherwise assert the legal position that any such remedy at law exists. Cameron agrees and acknowledges
that: (i) the terms of this Section 29(c) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is
a material inducement to the Indemnitee to enter into the transactions contemplated hereby; and (iii) the Indemnitee relied upon this waiver in
entering into this Agreement and will continue to rely on this waiver in its future dealings with Cameron. Cameron represents and warrants
that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section
29 following consultation with such legal counsel.
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Section 30. Nondisclosure of Payments. Except as expressly required by Federal securities laws, Cameron shall not disclose any
payments under this Agreement without the prior written consent of the Indemnitee. Any payments to the Indemnitee that must be disclosed
shall, unless otherwise required by law, be described only in Cameron proxy or information statements relating to special and/or annual
meetings of Cameron’s shareholders, and Cameron shall afford the Indemnitee a reasonable opportunity to review all such disclosures and, if
requested by the Indemnitee, to explain in such statement any mitigating circumstances regarding the events reported.
Section 31. Notice by the Indemnitee. The Indemnitee agrees to promptly notify Cameron in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification or advancement of Expenses covered hereunder.
Section 32. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed
to have been duly given if (a) delivered by hand and received for by the party to whom said notice or other communication shall have been
directed, or (b) mailed by U.S. certified or registered mail with postage prepaid, on the third business day after the date on which it is so
mailed: (i) If to Cameron: Cooper Cameron Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027, Attention: President; and
(ii) if to any other party hereto, including the Indemnitee, to the address of such party set forth on the signature page hereof; or to such other
address as may have been furnished by any party to the other(s), in accordance with this Section 32.
Section 33. Modification and Waiver. No supplement, modification or amendment of this Agreement or any provision hereof shall
limit or restrict in any way any right of the Indemnitee under this Agreement with respect to any action taken or omitted by the Indemnitee in
his Corporate Status prior to such supplement, modification or amendment. No supplement, modification or amendment of this Agreement or
any provision hereof shall be binding unless executed in writing by both of Cameron and the Indemnitee. No waiver of any provision of this
Agreement shall be deemed or shall constitute a wavier of any other provision hereof (whether or not similar) nor shall such waiver constitute
a continuing waiver.
Section 34. Headings. The headings of the Sections or paragraphs of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the construction thereof.
Section 35. Gender. Use of the masculine pronoun in this Agreement shall be deemed to include usage of the feminine pronoun
where appropriate.
Section 36. Identical Counterparts. This Agreement may be executed in one or more counterparts (whether by original,
photocopy or facsimile signature), each of which shall for all purposes be deemed to be an original, but all of which together shall constitute
one and the same Agreement. Only one such counterpart executed by the party against whom enforcement is sought must be produced to
evidence the existence of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
ATTEST: CAMERON INTERNATIONAL CORPORATION
By: /s/ William C. Lemmer By: /s/ Jack B. Moore

Name: William C. Lemmer Name: Jack B. Moore
Title: Senior Vice President & General Counsel Title: President & CEO
INDEMNITEE
/s/ Douglas L. Foshee

Name: Douglas L. Foshee
Address: [ ]
14
Exhibit 10.31
Restricted Stock Unit Award Agreement

[DATE]
This AWARD AGREEMENT (the “Award”) is between the employee listed on the attached Notice of Grant of Award (“Participant”) and
Cameron International Corporation (the “Company”), in connection with the Restricted Stock Unit Award granted to Participant by the
Company.
1. Effective Date and Issuance of Restricted Stock. The Company hereby grants to the Participant, on the terms and conditions set forth
herein, an award of Restricted Stock Units (the “Award”). This Restricted Stock Unit Award is a commitment to issue one Share of Cameron
common stock (“Share”) for each share of restricted stock units specified on the Notice of Grant of Award, at vesting. If Participant completes,
signs, and returns one copy of this agreement (the “Award Agreement”) to the Company in Houston, Texas, U.S.A., this Award Agreement
will be effective as of [DATE].
2. Terms Subject to the Plan. This Award 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 Award. A copy of the Plan is available on the Cameron Intranet under the
Legal Section. 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 Requirement. The Award shall become 100% vested, subject to the provisions of Section 4 below, on [DATE] (the “Vesting
Date”). All Restricted Stock Units which become vested shall be payable in accordance with Section 6 hereof.
4. Termination of Employment. Notwithstanding the foregoing:

(a) If the Participant’s employment voluntarily terminates at age 60 or older for reasons other than cause, and the Participant has at
least ten years of service with the Company, any unvested Restricted Stock Units (RSU) shall continue to vest according to the terms of the
RSU Award; except that if such termination occurs within one year from the effective date of the Award, the number of RSUs that will continue
to vest shall be reduced to be proportionate to that portion of the year between such effective date and the date of termination and the balance
of the Award shall be immediately cancelled. For purposes of the Award Agreement, “cause” shall mean the Participant has (1) engaged in
gross negligence or willful misconduct in the performance of his duties and responsibilities respecting his position with the Company, (2)
willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his position with the Company, (3) breached
any material policy or code of conduct established by the Company and affecting the Participant, (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 dishonest or impropriety which materially impairs the Participant’s effectiveness in his position with the Company.
(b) If the Participant’s employment terminates by reason of the death or long-term disability of the Participant, the Award shall be
immediately vested in full as of the date of such termination; except that if such termination occurs within one year from the effective date of
the Award, the number of RSUs that will vest in full shall be reduced to be proportionate to that portion of the year between the effective date
of the Award and the date of termination and the balance of the Award shall be immediately cancelled. For purposes of this Award
Agreement, long-term disability shall mean that 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.
(c) If the Participant’s employment terminates by reason of a workforce reduction, the Award shall continue to vest according to the
terms of the award; except that if such termination occurs within one year from the effective date of the Award, the number of RSUs that will
vest in full shall be reduced to be proportionate to that portion of the year between such effective date and the date of termination and the
balance of the Award shall be immediately cancelled.
(d) If the Participant’s employment terminates for reasons other than for those addressed in the previous three subsections, no RSUs
shall vest for the benefit of the Participant after the termination date.
5. Change of Control.
(a) Notwithstanding Section 11.2 of the Plan, upon a “Change of Control” of the Company, the Award granted hereunder shall
immediately and fully vest.
(b) “Change of 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 less than 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% 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).
(iv) a tender offer or exchange offer is made and consummated by a Person other than the Company for the ownership of
20% or more of the voting securities of the Company then outstanding; or
(v) 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 Participant, or a group of Persons which includes the Participant, acquiring more than 20% 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.
6. Payment of Award.
(a) Employed through Vesting Date. If the Participant is employed with the Company through the Vesting Date, payment of his
vested Restricted Stock Units shall be made within 30 days following the Vesting Date.
(b) Employment Terminates Prior to Vesting Date.
i. If the Participant dies prior to the Vesting Date, the Award, as accelerated pursuant to Section 4 and/or 5 hereof, shall be paid
within 30 days of the Participant’s death.
ii. If the participant voluntarily terminates employment with the Company in accordance with Section 4(a), the vested portion of the
Award shall be paid within 30 days following the Vesting Date.
iii. If the Participant terminates employment with the Company due to his long-term disability in accordance with Section 4(b), the
vested portion of the Award shall be paid within 30 days following the Vesting Date.
iv. If the Participant terminates employment with the Company by reason of a workforce reduction in accordance with Section 4(c),
the vested portion of his Award shall be paid within 30 days following the Vesting Date.
(c) Change in Control. Upon the occurrence of 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”), Participant’s vested Award shall be paid
within 30 days following such Section 409A CIC. Upon the occurrence of a Change in control that is not a Section 409A CIC, Participant’s
vested award shall be paid within 30 days following the Vesting Date.
The Shares which the Award entitles the Participant to receive shall be paid to the Participant, after deduction of the number of Shares the Fair
Market Value, as defined in the Plan, of which equals the applicable minimum statutory withholding taxes.
7. Restrictions on Transfer. Except as provided by the Plan, neither this Restricted Stock Unit Award nor any Restricted Stock Units
covered hereby may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a
result of forfeiture of the units as provided herein.
8. No Voting Rights. The Restricted Stock Units 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 Restricted Stock Units under this Award shall be subject to the provisions of the Plan relating to
adjustments to corporate capitalization, provided, however, that in the event of any reorganization, recapitalization, dividend or distribution
(whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split or other similar change in
corporate structure affecting the shares subject to the Award, the Award shall be appropriately adjusted to reflect such change, but only so
far as is necessary to maintain the proportionate interest of the Participant and preserve, without exceeding, the value of such Award.
10. Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a) The Optionee acknowledges that the Participant is in possession of and has access to confidential information, including material
relating to the business, products or services of the Company and that he or she will continue to have such possession and access during
employment by the Company. The Participant also acknowledges that the Company’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 shall be entitled to: (i) recover from the Optionee the value of any portion of
the Award that has been paid; (ii) seek injunctive relief against the Participant; (iii) recover all damages, court costs, and attorneys’ fees
incurred by the Company in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company is entitled
hereunder against any sum which may be owed the Participant by the Company.
(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 10(b) 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; (ii) disclosing to anyone outside the Company, or using in other than the Company’s
business, without prior written authorization from the Company, any confidential information including material relating to the business,
products or services of the Company acquired by the Optionee during employment with the Company; (iii) soliciting, interfering, inducing, or
attempting to cause any employee of the Company 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 (iv) directly or indirectly soliciting the trade or
business of any customer of the Company. “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.
11. Employment. This Award Agreement is not an employment agreement. Nothing contained herein shall be construed as creating any
employment relationship.
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 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:

1333 West Loop South, Suite 1700
Attention: Corporate Secretary
Telephone: 713-513-3322
13. Tax Withholding. Participant agrees that as a condition to the payment of the Award hereunder, any Shares issued under this
Award shall be reduced by the number of Shares of the Fair Market Value of which equals the amounts required to be withheld or paid with
respect thereto under all applicable federal, state and local taxes and other laws and regulations that may be in effect as of the date of each
such payment (“Tax Amounts”).
14. 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.
______________________________________
Management’s Discussion and Analysis of Financial Condition and

Results of Operations of Cameron International Corporation
The following discussion of Cameron International Corporation’s (the Company or Cameron) historical results of operations and financial
condition 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 included in this discussion are based on diluted shares outstanding.
Overview
Cameron is a provider of flow equipment products, systems and services to worldwide oil, gas and process industries. The Company’s
operations are organized into three business segments — Drilling & Production Systems (DPS), Valves & Measurement (V&M) and
Compression Systems (CS).
Based upon the amount of equipment installed worldwide and available industry data, DPS is one of the world’s leading providers of systems
and equipment used to control pressures, direct flows of oil and gas wells and separate oil and gas from impurities. DPS’s products are
employed in a wide variety of operating environments including basic onshore fields, highly complex onshore and offshore environments,
deepwater subsea applications and ultra-high temperature geothermal operations. DPS’s products include surface and subsea production
systems, blowout preventers (BOPs), drilling and production control systems, oil and gas separation equipment, gate valves, actuators,
chokes, wellheads, drilling riser and aftermarket parts and services. DPS’s customers include oil and gas majors, national oil companies,
independent producers, engineering and construction companies, drilling contractors, rental companies and geothermal energy producers.
Based upon the amount of equipment installed worldwide and available industry data, V&M is a leading provider of valves and also supplies
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. V&M’s
products include gate valves, ball valves, butterfly valves, Orbit® valves, double block and bleed valves, plug valves, globe valves, check
valves, actuators, chokes and aftermarket parts and services. Measurement products include totalizers, turbine meters, flow computers, chart
recorders, ultrasonic flow meters and sampling systems. V&M’s customers include oil and gas majors, independent producers, engineering
and construction companies, pipeline operators, drilling contractors and major chemical, petrochemical and refining companies. CS provides
reciprocating and integrally geared centrifugal compression equipment and related aftermarket parts and services. The Company’s
compression equipment is used by gas transmission companies, compression leasing companies, oil and gas producers and processors,
independent power producers, petrochemical and refining companies, natural gas processing companies, durable goods manufacturers,
utilities, air separation and chemical companies.
Revenues for the years ended December 31, 2008, 2007 and 2006 were generated from shipments to the following regions of the world (dollars
in millions):
Region 2008 2007 2006
North America $ 2,066.7 $ 1,741.0 $ 1,673.5

South America 438.6 307.7 301.2
Asia, including Middle East 1,097.8 970.9 693.3
Africa 696.5 614.9 471.8
Europe 1,267.7 947.7 525.7
Other 281.6 84.2 77.4
$ 5,848.9 $ 4,666.4 $ 3,742.9
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, 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; the
impact of acquisitions the Company has made or may make; 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. Additionally, changes in oil and gas price expectations may impact the Company’s financial results due to changes in cost structure,
staffing and spending levels. See additional factors discussed in “Factors That May Affect Financial Condition and Future Results” contained
herein.
25
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 indication of such changes unless required under applicable
disclosure rules and regulations.
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 the Company to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its
estimates, including those related to costs to be incurred on projects where the Company utilizes Statement of Position 81-1, Accounting for
Performance of Construction – Type and Certain Production – Type Contracts (SOP 81-1) for revenue recognition, warranty obligations, bad
debts, inventories, intangible assets, assets held for sale, exposure to liquidated damages, income taxes, pensions and other postretirement
benefits, other employee benefit plans, and contingencies and litigation. 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.
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 once the following four criteria are met: (i) persuasive evidence of an
arrangement exists, (ii) delivery of the equipment has occurred or services have been rendered, (iii) the price of the equipment or service is
fixed and determinable and (iv) collectibility is reasonably assured. For certain engineering, procurement and construction-type contracts,
which typically include the Company’s subsea and drilling systems and processing equipment contracts, revenue is recognized in accordance
with SOP 81-1. Under SOP 81-1, the Company recognizes revenue on these contracts using a units-of-completion method. Under the units-of-
completion method, revenue is recognized once the manufacturing process is complete for each unit specified in the contract with the
customer, including customer inspection and acceptance, if required by the contract. This method requires 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. The
Company routinely, and at least quarterly, reviews its estimates relating to total estimated contract profit or loss and recognizes changes in
those estimates as they are determined. Revenue associated with change orders is not included in the calculation of estimated profit on a
contract until approved by the customer. Costs associated with unapproved change orders are deferred if (i) the customer acknowledges a
change has occurred and (ii) it is probable that the costs will be recoverable from the customer. If these two conditions are not met, the costs
are included in the calculation of estimated profit on the project. Anticipated losses on contracts accounted for under SOP 81-1 are recorded
in full in the period in which they become evident.
Factors that may affect future project costs and margins include the abilities to properly execute the engineering and design phases
consistent with our customers’ expectations, production efficiencies, and availabilities and costs of labor, materials and
subcomponents. These factors can significantly impact the accuracy of the Company’s estimates and materially impact the Company’s future
period earnings. Approximately 28%, 21% and 17% of the Company's revenues for the years ended December 31, 2008, 2007 and 2006,
respectively, was recognized under SOP 81-1.
Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses that may 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. Were the financial condition of a customer to deteriorate, resulting in an impairment of
its ability to make payments, additional allowances may be required. See Note 3 of the Notes to Consolidated Financial Statements for
additional information relating to the Company’s allowance for doubtful accounts.
Inventories — The Company’s aggregate inventories are carried at cost or, if lower, net realizable value. Inventories located in the United
States and Canada are carried on the last-in, first-out (LIFO) method. Inventories located outside of the United States and Canada are carried
on the first-in, first-out (FIFO) method. The Company provides a reserve for estimated obsolescence or excess quantities on hand equal to the
difference between the cost of the inventory and its estimated realizable value. The future estimated realizable value of inventory is generally
based on the historical usage of such inventory. The Company ages its inventory with no recent demand and applies various valuation factors
based on the number of years since the last demand from customers for such material. If future conditions cause a reduction in the Company’s
current estimate of realizable value, due to a decrease in customer demand, a drop in commodity prices or other market-related factors that
could influence demand for particular products, additional provisions may be required. Additional information relating to the Company’s
allowance for obsolete and excess inventory may be found in Note 4 of the Notes to Consolidated Financial Statements.
26
Goodwill — The Company reviews the carrying value of goodwill in accordance with Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets (SFAS 142), which requires that the Company estimate the fair value of each of its reporting units
annually and compare such amounts to their respective book values to determine if an impairment of goodwill is required. Generally, this
review is conducted during the first quarter of each annual period. Due to the significant decline in the Company’s stock price during the
fourth quarter of 2008 and the large drop in oil and gas prices, an updated analysis was conducted as of the end of 2008. For the 2008, 2007
and 2006 evaluations, the fair value was determined using discounted cash flows or other market-related valuation models. Certain estimates
and judgments, including future earnings and cash flow levels and an appropriate current discount rate, are required in the application of the
fair value models. Based upon each of the Company’s evaluations, no impairment of goodwill was required. However, should the Company’s
estimate of the fair value of any of its reporting units decline dramatically in future periods due to changes in customer demand, market activity
levels, interest rates or other factors which would impact future earnings and cash flow or market valuation levels, an impairment of goodwill
could be required. Additional information relating to the Company’s goodwill may be found in Note 5 of the Notes to Consolidated Financial
Statements.
Product Warranty — The Company provides for the estimated cost of product warranties at the time of sale based upon historical experience,
or, in some cases, when specific warranty problems are encountered. Should actual product failure rates or repair costs differ from the
Company’s current estimates, or should the Company reach a settlement for an existing warranty claim in an amount that is different from what
has been previously estimated, revisions to the estimated warranty liability would be required. See Note 6 of the Notes to Consolidated
Financial Statements for additional details surrounding the Company’s warranty accruals.
Contingencies — The Company accrues for costs relating to litigation, including litigation defense costs, claims and other contingent matters,
including liquidated damage liabilities, 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 liability reserves are reflected in income in the period in which different facts or information become known or
circumstances change that affect our 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.
Deferred Tax Assets — The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not
to be realized. The Company has considered all available evidence in assessing the need for valuation allowances, including future taxable
income and ongoing prudent and feasible tax planning strategies. Accordingly, the Company has recorded valuation allowances against
certain of its deferred tax assets as of December 31, 2008. In the event the Company were to determine that it would not be able to realize all or
a part of its deferred tax assets in the future, an adjustment to the valuation allowances against these deferred tax assets would be charged to
income in the period such determination was made.
The Company also considers all unremitted earnings of its foreign subsidiaries, except certain amounts primarily earned before 2003 and
amounts previously subjected to tax in the U.S., to be permanently reinvested. Should the Company change its determination of earnings that
it anticipates are to be remitted, it may be required to change the amount of deferred income taxes that are currently recorded.
Derivative Financial Instruments — The Company recognizes all derivative financial instruments as assets and liabilities on a gross basis and
measures them at fair value. Under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS 133), 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 until the underlying transactions are recognized in earnings, at which time any deferred
hedging gains or losses are also recorded in earnings on the same line as 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, 2008, 2007 and 2006 have not been material. The Company may at times also use forward contracts to hedge
foreign currency assets and liabilities. These contracts are not designated as hedges under SFAS 133. Therefore, the changes in fair value of
these contracts are recognized in earnings as they occur and offset gains or losses on the related asset or liability.
The determination of the effectiveness or ineffectiveness of many of the Company’s derivative contracts that are accounted for as cash flow
hedges is dependent to a large degree on estimates of the amount and timing of future anticipated cash flows associated with large projects or
plant-wide inventory purchasing programs. These estimates may change over time as circumstances change or may vary significantly from
final actual cash flows. Changes in these estimates that result in the derivative contracts no longer effectively offsetting the expected or actual
changes in the anticipated cash flows could impact the amount of the change in the fair value of the derivative contracts that must be
recognized immediately in earnings each period. At December 31, 2008, the Company had a net liability of $45.8 million recorded in its
Consolidated Balance Sheet reflecting the fair value of its open derivative contracts at that date and expects approximately $10.6 million of
accumulated other elements of comprehensive income to be recognized into earnings during 2009.
Pension and Postretirement Benefits Accounting — The Company follows the provisions of Statement of Financial Accounting Standards
No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS 158) with regard to recognition of 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 accounted for under SFAS 158 was December 31, 2008. SFAS 158 did not change the basic approach used by
companies to measure plan assets, benefit obligations and annual net periodic benefit costs. These issues are expected to be addressed by the
Financial Accounting Standards Board (FASB) at a later date. Accordingly, the Company continues to follow the provisions of Statement of
Financial Accounting Standards No. 87, Employers’ Accounting for Pensions (SFAS 87) and Statement of Financial Accounting Standards
No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (SFAS 106) in measuring its plan assets and benefit
obligations as of December 31, 2008 and 2007 and in determining the amount of its net periodic benefit costs for the years ended December 31,
2008, 2007 and 2006.
27
The assumptions used in calculating the pension amounts recognized in the Company’s consolidated financial statements included 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 plan in the United Kingdom on the average yield at December 31,
2008 of a hypothetical high-quality bond portfolio (rated AA- or better) with maturities that approximately matched the estimated cash flow
needs of the plan. The Company’s inflation assumption was based on an evaluation of external market indicators. The expected rate of return
on plan assets was 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 2008, the plan assets declined in value by
approximately $21.1 million. The difference between this actual return and an estimated growth in the value of those assets of $22.1 million will
be deferred in accumulated other elements of comprehensive income and amortized to expense over the remaining service life of the plan
participants. Retirement and mortality rates were based primarily on actuarial tables that are thought to approximate our actual plan experience.
In accordance with SFAS 158, actual results that differ from these assumptions are recorded in accumulated other elements of comprehensive
income and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods.
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.
During 2007, the Company announced its intention to terminate its U.S. defined benefit pension plans. In connection with a curtailment of
future benefits from these plans, effective as of December 31, 2007, and an initial settlement during 2007 of certain existing obligations of the
plans relating primarily to participants who were no longer active employees at that time, the Company recorded a $35.7 million charge for the
year in its 2007 consolidated results of operations. A final charge of approximately $26.2 million was recognized in 2008, in connection with the
settlement of the remaining obligations of the plans, primarily to participants who were active employees of the Company during 2008.
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, 2009 and (ii) the calculation of the projected benefit obligation (PBO) at December 31, 2008 for the Company’s most
significant remaining pension plan, the United Kingdom pension plan:
Increase
(decrease) Increase
in 2009 pre- (decrease)
tax in PBO at
pension December 31,
(dollars in millions) expense 2008
Change in Assumption:
25 basis point decrease in discount rate $ 1.2 $ 10.0
25 basis point increase in discount rate $ (1.0) $ (8.7)
25 basis point decrease in expected return on assets $ 0.4 $ −
25 basis point increase in expected return on assets $ (0.4) $ −
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,
2008 2007 2006
Revenues 100.0% 100.0% 100.0%
Costs and expenses:

Cost of sales (exclusive of depreciation and amortization shown separately below) 70.6 69.5 69.5
Selling and administrative expenses 11.4 12.4 14.1
Depreciation and amortization 2.3 2.4 2.7
Interest income (0.5) (0.7) (0.7)
Interest expense 0.9 0.5 0.5
Charge for pension plan termination 0.4 0.8 −
Acquisition integration costs − − 0.8
Total costs and expenses 85.1 84.9 86.9
Income before income taxes 14.9 15.1 13.1

Income tax provision (4.7) (4.4) (4.6)
Net income 10.2% 10.7% 8.5%
28
Results of Operations
Consolidated Results — 2008 Compared to 2007
The Company’s net income for 2008 totaled $593.7 million, or $2.60 per diluted share, compared to $500.9 million, or $2.16 per diluted share in
2007. The higher level of earnings in each of the Company’s business segments, particularly in the DPS segment, was the primary driver in the
20.4% increase in earnings per share for 2008 as compared to 2007.
The results for 2008 included a final pre-tax charge of $26.2 million associated with a decision made in 2007 to terminate the Company’s U.S.
defined benefit pension plans. The results for 2007 included (i) an initial charge of $35.7 million for termination of the Company’s U.S. defined
benefit pension plans referred to above and (ii) reductions in the income tax provision of $34.1 million for certain discrete items during the year,
including (a) a reduction of $16.1 million based on a change in the estimated utilization of certain foreign tax credits in the United States, (b) a
reduction of $5.7 million for resolution of an international contingency relating to transfer pricing, (c) a reduction of $5.5 million in an
international valuation allowance based on estimated usage of certain foreign net operating loss carryforwards, (d) a reduction of $5.1 million
based on a change in the estimated utilization of certain foreign tax deductions locally resulting from changes in estimated earnings
internationally, (e) a reduction in deferred taxes of $1.8 million due to changes in statutory tax rates in certain international jurisdictions and (f)
adjustments to other tax accruals and valuation allowances, which reduced income tax expense by $6.2 million. These reductions were partially
offset by an increase of $6.3 million in the Company’s tax accruals based on changes in the estimated recoverability of certain foreign local tax
benefits.
Income before income taxes in 2008 as compared to 2007 for the DPS, V&M and CS segments is discussed in more detail below.
Revenues
Revenues for 2008 totaled $5.8 billion, an increase of over $1.1 billion, or 25.3%, from $4.7 billion in 2007, reflecting strength in all major product
lines during 2008 and the incremental impact of newly acquired businesses during the past year. Over 70% of the year-over-year increase in
revenues was related to the DPS segment, which was largely impacted by higher revenues in that segment’s drilling and subsea product lines.
During 2008, over 55% of the Company’s revenue was reflected in entities with functional currencies other than the U.S. dollar. In translating
these entities’ functional currency income statements to U.S. dollars for consolidation purposes, a decline in the value of the U.S. dollar
compared to the applicable functional currency will result in a higher amount of U.S. dollar revenues and costs for the same amount of
functional currency revenues and costs. The net effects of a weaker U.S. dollar against these other foreign currencies did not significantly
impact the Company’s revenues for 2008 as compared to 2007, except in the V&M segment because during a large portion of 2008 the dollar
was weak against most other foreign currencies although it strengthened significantly toward the end of the year.
A further discussion of revenues by segment may be found below.
Cost and Expenses
Cost of sales (exclusive of depreciation and amortization) for 2008 totaled $4.1 billion, an increase of $885.7 million, or 27.3%, from $3.2 billion in
2007. As a percent of revenues, cost of sales (exclusive of depreciation and amortization) increased from 69.5% in 2007 to 70.6% in
2008. References to margins in this Management’s Discussion and Analysis of Financial Condition and Results of Operations refers 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, 2008. The increase noted above is due primarily to an
approximate 1.0 percentage-point increase in the ratio due to a combination of increased volumes and a change in sales mix to more sales of
equipment for major subsea projects, which typically carry lower margins as compared to the Company’s other product lines, higher costs of
raw materials and higher shrinkage across each of the Company’s businesses, offset by reductions in subcontract costs and labor efficiencies
gained from increased volumes.
Selling and administrative expenses for 2008 totaled $668.3 million as compared to $577.6 million, an increase of $90.7 million, or 15.7%. As a
percentage of revenues, selling and administrative expenses declined from 12.4% in 2007 to 11.4% in 2008. Nearly 11% of the increase was
attributable to the effects of a weaker U.S. dollar against certain other foreign currencies throughout a portion of 2008 as compared to 2007, for
the same reasons mentioned above, as well as the incremental impact on costs from newly acquired businesses in the past year. Excluding
these effects, employee-related costs were up nearly $64.3 million due largely to higher headcount levels, higher employee incentives resulting
from improved company-wide financial performance and higher travel costs resulting from increased activity levels. In addition, increased
non-cash stock compensation expense and a charge taken in 2008 relating to a dispute on an historical acquisition added $7.9 million of
additional costs. The remaining increase is largely attributable to higher facility costs and other economic effects.
Depreciation and amortization expense totaled $132.1 million in 2008, an increase of $22.3 million, or 20.3%, from $109.8 million in
2007. Depreciation expense increased $17.3 million year-over-year as a result of increased capital spending, primarily for new machinery and
equipment. Amortization expense increased $5.0 million primarily due to higher capital spending on the Company’s enterprise-wide
information technology assets and due to additional amortization of certain other acquired intangible assets.
Interest income declined by $3.4 million, or 11.0%, from $30.7 million in 2007 to $27.3 million in 2008 due primarily to lower short-term interest
rates during 2008 as compared to 2007.
Interest expense totaled $49.7 million in 2008 as compared to $23.3 million in 2007, an increase of $26.4 million. The increase is primarily due to
$26.2 million of additional interest associated with the issuance of $450.0 million of 6.375% senior notes and $300.0 million of 7.0% senior notes
in June 2008.
29
During 2007, the Company announced its intention to terminate its U.S. defined benefit pension plans, effective as of December 31, 2007. In
connection with the plans’ curtailment and the settlement during 2007 of a portion of the existing plan obligations associated with participants
who were no longer active employees of the Company at that time, an initial settlement charge of $35.7 million was taken during the year ended
December 31, 2007. A final settlement charge of $26.2 million was taken during the year ended December 31, 2008 associated with the
settlement of all remaining plan obligations associated with participants who were active employees of the Company during 2008 and any
others who were not covered by the initial settlement of plan obligations made in 2007. Following settlement of the plan obligations described
above, approximately $5.3 million of excess defined benefit pension plan assets remained available for use by the Company in meeting its
future matching contribution funding obligations under the Cameron International Corporation Retirement Savings Plan, a separate defined
contribution 401(k) plan.
The income tax provision for 2008 was $278.3 million compared to $207.6 million in 2007. The effective tax rates for 2008 and 2007 were 31.9%
and 29.3%, respectively. The tax provision for 2007 was reduced for certain discrete items totaling $34.1 million as described
previously. Absent these items, the effective tax rate for 2007 would have been 34.1%. The decrease in the effective tax rate for 2008 as
compared to 2007, absent the discrete items, was due primarily to an increase in the amount of income in lower tax rate jurisdictions in 2008 as
compared to 2007.
Segment Results — 2008 Compared to 2007
Information relating to results by segment may be found in Note 14 of the Notes to Consolidated Financial Statements.
DPS Segment
Year Ended December 31, Increase
(dollars in millions) 2008 2007 $ %
Revenues $ 3,736.7 $ 2,887.1 $ 849.6 29.4%

Income before income taxes $ 639.9 $ 498.8 $ 141.1 28.3%
DPS segment revenues for 2008 totaled $3.7 billion, an increase of $849.6 million, or 29.4%, compared to $2.9 billion in 2007. A 43% increase in
subsea equipment sales and a 35% increase in drilling equipment sales accounted for nearly three-fourths of the segment’s revenue increase
for 2008 as compared to 2007. The increase in subsea equipment sales was due mainly to increased shipments and activity levels for large
projects offshore West Africa, Egypt, Eastern Canada, Western Australia and in the Gulf of Mexico. Nearly two-thirds of the increase in
drilling equipment sales was for major deepwater rig construction projects with the remaining increase largely attributable to higher demand for
blowout preventers (BOPs) and related equipment for land and jack-up rigs and the impact of newly acquired businesses. In addition, surface
equipment sales were up over 15% primarily as a result of higher demand for new equipment in North America, the Middle East and Indonesia
due to higher activity levels for most of 2008 as compared to 2007, as well as higher sales of aftermarket parts and services in all regions and
the impact of newly acquired businesses. This was partially offset by a decline in demand for new surface equipment from customers in Latin
America. Sales of oil, gas and water separation applications were up nearly 31% as various large projects awarded in 2007 were completed or
nearing completion as of December 31, 2008.
Income before income taxes for 2008 totaled $639.9 million as compared to $498.8 million in 2007, an increase of $141.1 million, or 28.3%. Cost of
sales as a percent of revenues increased from 71.8% in 2007 to 72.6% in 2008. The increase was due to a 0.8 percentage-point increase in the
ratio, mainly from increased volumes and a change in sales mix to more sales of equipment for major subsea projects, which typically carry
lower margins as compared to the segment’s base business, partially offset by the impact of an increase in sales of lower cost drilling
equipment.
Selling and administrative costs for 2008 totaled $312.6 million, an increase of $51.9 million, or 19.9%, from $260.7 million in 2007. Selling and
administrative expenses as a percent of revenues declined from 9.0% in 2007 to 8.4% in 2008. Over 60% of the increase was attributable to
higher employee-related costs due mainly to higher headcount levels, as well as increased incentive and travel costs and the impact of newly
acquired businesses, with the remainder due largely to higher support costs relating to expansion of the segment’s global business
operations.
Depreciation and amortization expense for 2008 was $70.5 million, an increase of $14.6 million, or 26.2%, from $55.9 million in 2007. Depreciation
expense increased $12.7 million due mainly to higher levels of capital spending in recent periods for new machinery and
equipment. Amortization expense was up $1.9 million from 2007 primarily associated with the amortization of newly acquired intangible assets.
V&M Segment
Revenues $ 1,473.2 $ 1,273.7 $ 199.5 15.7%

V&M segment revenues totaled $1.5 billion for 2008, an increase of $199.5 million, or 15.7%, from $1.3 billion in 2007. Approximately 20% of the
increase was attributable to the effects of a weaker U.S. dollar throughout a portion of 2008 as compared to 2007 and the incremental impact of
new product line acquisitions during the past year. Excluding these effects, nearly 40% of the segment’s revenue growth was the result of a
12% increase in sales of engineered valves in 2008 as compared to 2007, resulting mainly from higher levels of international pipeline
construction project activity. Sales of process valves increased 15% year-over-year as a result of higher demand for equipment for use in gas
processing, refinery and product storage applications. Higher rig count and activity levels throughout much of 2008 in the United States and
Canada contributed to a 12% increase in demand for distributed valves and an 8% increase in sales of aftermarket parts and services. Sales of
measurement products increased 27% in 2008 as compared to 2007, nearly 40% of which was due to the incremental impact of new product line
acquisitions during the year, with the remainder due largely to an increase in market activity in the United States and higher demand for
equipment to be used in nuclear applications.
30
Income before income taxes totaled $301.4 million in 2008, an increase of $33.4 million, or 12.5%, from $268.0 million in 2007. Cost of sales as a
percentage of revenues increased from 64.2% in 2007 to 65.7% in 2008. The increase in this ratio was due primarily to (i) an increase in the cost
of raw materials, freight, labor and manufacturing overhead that was not fully offset by higher pricing (approximately a 1.1 percentage-point
increase) and (ii) an increase in the ratio of certain indirect production costs in relation to revenues, primarily relating to higher headcount
levels and higher overhead costs associated with expansion of the segment’s business (approximately a 0.6 percentage-point increase).
Selling and administrative expenses for 2008 totaled $171.4 million as compared to $157.3 million in 2007, an increase of $14.1 million, or
9.0%. Over one-third of the increase was attributable to the effects of a weaker U.S. dollar throughout a portion of 2008 as compared to 2007
and the incremental impact of new product line acquisitions during the past year. Excluding these effects, over 90% of the remaining increase
was attributable to higher employee-related costs, particularly in the selling and marketing function, that were mainly associated with higher
headcount levels needed to support expansion of the segment’s business.
Depreciation and amortization in the V&M segment increased $2.2 million, or 7.2%, from $30.0 million in 2007 to $32.2 million in 2008 primarily
as a result of increased capital spending for new machinery and equipment in recent periods.
CS Segment
Revenues $ 638.9 $ 505.6 $ 133.3 26.4%

CS segment revenues for 2008 totaled $638.9 million, an increase of $133.3 million, or 26.4%, from $505.6 million in 2007. Two-thirds of the
segment increase was attributable to a 37% increase in sales of centrifugal compression equipment, while sales of reciprocating equipment also
increased more than 15%. Within the centrifugal compression equipment product line, shipments of engineered units designed primarily to
meet air separation, gas and engineered air requirements increased 42% with sales of new plant air equipment and aftermarket parts and
services both up more than 30% from the prior year as a result of higher demand across all product lines by the segment’s industrial customer
base. Over one-half of the increase in the reciprocating product line was due to a 39% increase in sales of Ajax units primarily to customers in
China, Russia, Mexico and to packagers in the United States. In addition, shipments of Superior Compressors increased 12% primarily due to
demand from packagers in the United States and sales of aftermarket parts and services were up 9% largely due to increased parts availability
allowing for a reduction in beginning of the year backlog levels.
Income before income taxes for the CS segment totaled $102.0 million in 2008, an increase of $25.5 million, or 33.4%, from $76.5 million in
2007. Cost of sales as a percent of revenues declined from 69.3% in 2007 to 68.9% in 2008. The improvement was primarily due to a decrease
of 0.3 percentage points in the ratio resulting from lower costs associated with transactions denominated in currencies other than the
functional currency of the segment’s legal entities. The segment also benefitted from a mix shift to a higher amount of sales of higher-margin
centrifugal compression equipment during the year and improved pricing within the centrifugal compression equipment product line.
Selling and administrative expenses for 2008 totaled $81.2 million, an increase of $16.3 million, or 25.0%, from $64.9 million in 2007. Over 80%
of the increase was due to higher employee-related costs largely attributable to higher headcount and increased employee incentive costs.
Depreciation and amortization expense totaled $15.3 million in 2008 compared to $13.7 million in 2007, an increase of $1.6 million, or
11.6%. Higher levels of capital spending in recent periods accounted for the majority of the increase.
Corporate Segment
The Corporate segment’s loss before income taxes for 2008 totaled $171.3 million, an increase of $36.5 million from $134.8 million in 2007. The
primary factors causing the increase were (i) higher interest expense of $26.4 million and (ii) higher selling and administrative expenses of $8.4
million. An increase of $3.9 million in foreign currency losses, increased depreciation and amortization of $3.9 million and a decline in interest
income of $3.4 million were mostly offset by a decline of $9.5 million in the 2008 charge for the final settlement of the Company’s U.S. defined
benefit pension plans as compared to the initial settlement charge recorded in 2007.
Included in the Corporate segment were increased foreign currency losses, as compared to the prior year, of $3.9 million, primarily related to
intercompany loans the Company had with various foreign subsidiaries that were denominated in currencies other than the U.S. dollar.
31
Selling and administrative expenses in 2008 totaled $103.1 million, an increase of $8.4 million, from $94.7 million in 2007. The increase is due
primarily to (i) higher employee incentive costs of $4.1 million mostly related to increased 2008 company-wide financial performance, (ii) higher
noncash stock compensation expense of $4.2 million and (iii) a $3.6 million charge taken in 2008 related to a dispute on an historical
acquisition. These increases were partially offset by a decline of approximately $3.0 million in legal costs associated with compliance-related
activities. Additionally, during 2008, the Company recorded a $5.8 million reduction in expense relating to one of its non-U.S. defined benefit
pension plans. A similar reduction in expense was recorded in 2007 relating to another of the Company’s non-U.S. defined benefit pension
plans.
Depreciation and amortization increased by $3.9 million from $10.2 million in 2007 to $14.1 million in 2008 primarily due to higher amortization
expense associated with the Company’s capitalized enterprise-wide software systems as well as additional amortization of certain intangible
assets relating to intellectual property.
The decreases in interest income and the charge for terminating the Company’s U.S. defined benefit pension plan as well as the increase in
interest expense in 2008 as compared to 2007 are discussed in “Consolidated Results – 2008 Compared to 2007” above.
Consolidated Results — 2007 Compared to 2006
The Company’s net income for 2007 totaled $500.9 million, or $2.16 per diluted share, compared to $317.8 million, or $1.36 per diluted share in
2006. The results for 2007 included (i) a pre-tax charge of $35.7 million associated with a decision to terminate the Company’s U.S. defined
benefit pension plans made in 2007 and (ii) reductions in the income tax provision of $34.1 million for certain discrete items during the year,
including (a) a reduction of $16.1 million based on a change in the estimated utilization of certain foreign tax credits in the United States, (b) a
reduction of $5.7 million for resolution of an international contingency relating to transfer pricing, (c) a reduction of $5.5 million in an
international valuation allowance based on estimated usage of certain foreign net operating loss carryforwards, (d) a reduction of $5.1
million based on a change in the estimated utilization of certain foreign tax deductions locally resulting from changes in estimated earnings
internationally, (e) a reduction in deferred taxes of $1.8 million due to changes in statutory tax rates in certain international jurisdictions and (f)
adjustments to other tax accruals and valuation allowances, which reduced income tax expense by $6.2 million. These reductions were partially
offset by an increase of $6.3 million in the Company’s tax accruals based on changes in the estimated recoverability of certain foreign local tax
benefits. The results for 2006 included pre-tax charges of $29.6 million for acquisition integration activities associated with the operations of
the Flow Control segment of Dresser, Inc. that were acquired in late 2005 and early 2006 (the Dresser Acquired Businesses).
Additionally, the Company recorded a pre-tax charge of $17.5 million in 2006 for the anticipated cost of the settlement of a class action lawsuit
related to contaminated underground water near a former manufacturing facility in Houston, Texas. These charges were partially offset by a
pre-tax foreign currency gain in the second quarter of 2006 of $10.0 million, primarily relating to short-term intercompany loans made to the
Company’s European subsidiaries in connection with the acquisition of the Dresser Acquired Businesses.
Revenues
Revenues for 2007 totaled $4.7 billion, an increase of $923.5 million, or 24.7%, from $3.7 billion during 2006. Excluding the effects of a weaker
U.S. dollar against most other major world currencies and the impact of recent acquisitions, revenues were up approximately 21.3% with the
DPS segment accounting for nearly 87% of the remaining increase. The V&M and CS segments also showed year-over-year improvements in
revenues, although at more modest levels than in DPS, which benefited from current-year shipments relating to the high level of drilling orders
received in 2006 for new rig construction projects as well as higher demand, mainly from international customers, for the segment’s surface and
subsea product offerings. A further discussion of revenue by segment may be found below.
Cost and Expenses
Cost of sales (exclusive of depreciation and amortization) for 2007 totaled $3.2 billion, an increase of $641.2 million, or 24.7%, from $2.6 billion
for 2006. As a percent of revenues, cost of sales (exclusive of depreciation and amortization) was flat at 69.5% for both years. Although the
ratio of cost of sales to revenues was flat year-over-year, there was a decrease in the ratio of cost of sales-to-revenues for the Company’s
products during 2007 resulting from (i) improved pricing and cost controls at V&M and CS, the effect of which was mostly offset by the impact
of shipments of major drilling and subsea projects at DPS, which carry a higher cost of sales-to-revenue ratio than the segment’s base drilling
and subsea businesses (approximately a 0.2 percentage-point decrease) and (ii) the application of relatively fixed manufacturing overhead to a
larger revenue base (approximately a 0.3 percentage-point decrease). Offsetting these improvements was (i) the absence in 2007 of LIFO
income totaling $2.1 million recognized in 2006 in relation to a decrease in inventory levels that year in the CS segment (approximately a 0.1
percentage-point increase) and (ii) the absence of foreign currency gains recognized in 2006, net of foreign currency losses recognized in 2007,
totaling $14.8 million, which primarily related to intercompany loans the Company has with various foreign subsidiaries that are denominated
in currencies other than the U.S. dollar (approximately a 0.4 percentage-point increase).
Selling and administrative expenses for 2007 were $577.6 million as compared to $528.6 million in 2006, an increase of $49.0 million, or 9.3%. The
increase is due primarily to (i) higher salary, benefit, travel and other employee-related costs of approximately $51.6 million resulting mainly
from headcount increases and higher activity levels, (ii) higher non-cash stock compensation costs totaling $5.8 million, (iii) $9.7 million of
higher legal and professional services primarily relating to litigation and compliance-related activities, (iv) $2.8 million relating to newly
acquired businesses and (v) $1.1 million for plant consolidation and restructuring costs in the CS segment. Offsetting these increases was (i) a
$5.8 million one-time reduction in pension expense relating to one of the Company’s non-U.S. defined benefit pension plans and (ii) the
absence in 2007 of a 2006 provision of $17.5 million for the estimated cost of settlement of a class action lawsuit related to environmental
contamination near a former manufacturing facility.
32
Depreciation and amortization expense totaled $109.8 million for 2007, an increase of $8.4 million from $101.4 million in 2006. The increase was
primarily attributable to the higher level of capital spending in recent periods for machinery and equipment and the Company’s enterprise-wide
technology assets.
Interest income for 2007 was $30.7 million as compared to $26.9 million in 2006, an increase of $3.8 million. The increase is primarily attributable
to higher invested cash balances for 2007 as compared to 2006.
Interest expense incurred during 2007 totaled $23.3 million, an increase of $2.6 million from $20.7 million for 2006. The increase is primarily due
to the full-year impact in 2007 of interest on $500.0 million of 2.5% debentures issued in May 2006, which amounted to an approximate $5.5
million increase in interest expense in 2007. This increase was partially offset by the repayment of $200.0 million of 2.65% senior notes in April
2007, which lowered interest expense by approximately $3.1 million during 2007 as compared to 2006.
During 2007, the Company announced its intention to terminate its U.S. defined benefit pension plans. In connection with a curtailment of
future benefits from these plans, effective as of December 31, 2007, and a settlement during 2007 of certain existing obligations of the plans, the
Company recorded a $35.7 million charge for the year. Further information relating to termination of the Company’s U.S. defined benefit
pension plans may be found in Note 7 of the Notes to Consolidated Financial Statements.
During 2006, acquisition integration costs totaling $29.6 million were incurred in connection with the integration of the Dresser Acquired
Businesses primarily into the operations of the V&M segment. Approximately $10.5 million of the costs related to non-cash asset impairment
charges and $4.2 million related to employee severance at a legacy facility that was closed as a result of the acquisition. The remaining costs
were for employee stay bonuses, employee relocation, plant rearrangement, plant and facility consolidation and other integration costs.
The income tax provision for 2007 was $207.6 million compared to $170.8 million in 2006. The effective tax rates for 2007 and 2006 were 29.3%
and 34.9%, respectively. The decrease in the effective tax rate for 2007 was primarily attributable to adjustments during the year totaling $34.1
million, as described above, and an increased amount of full-year income in lower tax rate jurisdictions.
Segment Results — 2007 Compared to 2006
Information relating to results by segment may be found in Note 14 of the Notes to Consolidated Financial Statements.
DPS Segment
Revenues $ 2,887.1 $ 2,113.1 $ 774.0 36.6%

DPS segment revenues for 2007 totaled $2.9 billion, an increase of $774.0 million, or 36.6%, compared to $2.1 billion in 2006. Sales of drilling
equipment increased approximately 97%, surface sales were up over 28% and subsea equipment sales increased approximately 23% while sales
of oil, gas and water separation applications were down by nearly 7%. Nearly two-thirds of the increase in drilling sales was attributable to the
higher level of new major rig construction projects with the remainder due to increased shipments of blowout preventers (BOPs) for land and
jack-up rigs and higher sales of aftermarket parts and services. Nearly 14% of the growth in sales of surface equipment was the result of the
impact of a weaker U.S. dollar in relation to other major world currencies during 2007 in comparison to 2006, with nearly 60% of the remaining
increase due largely to strong demand from customers in the European, African and Caspian Sea regions. Other major regions of the world,
except Canada, also showed higher activity levels and demand for surface equipment during 2007. Nearly one-fifth of the increase in subsea
equipment sales in 2007 was due to the effects of a weaker U.S. dollar with the remaining increase due mainly to shipments for large projects
offshore West Africa. Excluding the effects of a weaker U.S. dollar, sales of oil, gas and water separation applications declined nearly 11% due
primarily to the absence in 2007 of revenues recognized in 2006 associated with an oil separation application to be used on a floating offshore
storage platform offshore Brazil. This impact was partially offset by higher activity levels in 2007 for water treatment projects.
Income before income taxes for 2007 totaled $498.8 million as compared to $364.7 million in 2006, an increase of $134.1 million, or 36.8%, which
was in line with the increase in revenues as discussed above. Cost of sales as a percent of revenues increased from 70.0% in 2006 to 71.8% in
2007. The increase was due primarily to (i) an increase in the ratio of cost of sales to revenues for the segment’s products, due largely to higher
shipments of major drilling and subsea projects, which carry a higher cost of sales-to-revenue ratio than the segment’s base drilling and
subsea businesses (approximately a 1.7 percentage-point increase), (ii) higher subcontract costs, mainly at international locations (a 0.2
percentage-point increase) and (iii) an increase in warranty costs in 2007 compared to 2006 (a 0.3 percentage-point increase). These increases
were partially offset by a change order agreed to with one of the Company’s major subsea customers in late 2007 (a 0.4 percentage-point
decrease).
Selling and administrative costs for 2007 totaled $260.7 million, an increase of $44.7 million, or 20.7%, from $216.0 million in 2006. Increased
headcount levels, including the associated salary, benefit, travel and other personnel-related costs accounted for over three-fourths of the
increase with the remainder due primarily to higher facility costs and activity levels needed to support the expansion of the Company’s
business.
33
Depreciation and amortization expense for 2007 was $55.9 million, an increase of $3.1 million, or 5.9%, from $52.8 million in 2006. The increase
was due primarily to higher depreciation of machinery and equipment due to increased levels of capital spending in recent periods.
Acquisition integration costs totaling $0.3 million associated with a product line addition from the Dresser Acquired Businesses were incurred
by DPS in 2006.
V&M Segment
Revenues $ 1,273.7 $ 1,177.9 $ 95.8 8.1%

Revenues of the V&M segment totaled $1.3 billion for 2007, an increase of $95.8 million, or 8.1%, from $1.2 billion in 2006. Over 40% of the
increase in revenues was attributable to a weakening U.S. dollar, with product line acquisitions during 2007 adding another $6.9 million to the
year-over-year change. Excluding the effects of the weaker U.S. dollar and product line acquisitions during 2007, sales to customers in the
process markets accounted for over 80% of the increase in revenues due largely to current-year shipments resulting from strong order levels in
late 2006, driven largely by new liquefied natural gas (LNG) projects internationally and refinery upgrades. The remainder of the increase was
largely related to higher aftermarket revenues driven largely by higher demand from customers in North America and West Africa for parts and
services. A 4% decrease in sales of measurement products caused mainly by weakness in the Canadian markets was mostly offset by a 2%
increase in shipments of distributed products resulting from high beginning-of-the-year backlog and capacity increases during the year.
Engineered valve shipments were down 1% mainly due to delivery of certain lower-value products included in the acquired backlog of the
Dresser Acquired Businesses in South America.
Income before income taxes totaled $268.0 million in 2007, an increase of $100.5 million, or 60.0%, from $167.5 million in 2006. Cost of sales as a
percentage of revenues declined from 68.0% in 2006 to 64.2% in 2007. The improvement in the ratio was primarily the result of (i) lower cost of
sales as a percent of revenues for the segment’s products due largely to improved pricing in the engineered, distributed and process valve
product lines, the absence in 2007 of shipments made in 2006 of certain higher-cost products acquired as part of the acquisition of the Dresser
Acquired Businesses in late 2005 and a mix shift to higher sales of process valves and aftermarket parts and services, which have a lower cost
of sales-to-revenue ratio as compared to the segment’s other product lines (approximately a 3.6 percentage-point decrease) and (ii) lower
warranty costs (approximately a 0.2 percentage-point decrease).
Selling and administrative expenses for 2007 totaled $157.3 million, an increase of $5.8 million, or 3.9%, from $151.5 million in 2006.
Approximately $2.8 million of the increase was due to newly acquired businesses during 2007 with the remaining increase largely attributable
to the effects of a weaker U.S. dollar against most other major world currencies.
Depreciation and amortization in the V&M segment decreased by $0.7 million, from $30.7 million in 2006 to $30.0 million in 2007, primarily as a
result of the consolidation of certain facilities that occurred during 2006.
V&M incurred $26.8 million of acquisition integration costs in 2006 as a result of integrating the Dresser Acquired Businesses into the
segment’s operations.
CS Segment
Revenues $ 505.6 $ 452.0 $ 53.6 11.9%

CS segment revenues for 2007 totaled $505.6 million, an increase of $53.6 million, or 11.9%, from $452.0 million in 2006. Sales of reciprocating
compression equipment were up nearly 11% in 2007 while sales of centrifugal compression equipment climbed nearly 17%. Over one-half of the
increase in the reciprocating product line was due to an 8% increase in sales of aftermarket parts and services, which resulted from a high
backlog level at the beginning of the year coupled with strong demand from customers who have been maintaining their equipment at high
utilization levels to take advantage of high natural gas prices. Additionally, sales of Ajax units, primarily to domestic lease fleet operators,
climbed nearly 16% and shipments of Superior Compressors were up almost 19% in 2007 as compared to 2006, primarily due to large shipments
to customers in Eastern Europe. Shipments of Engineered Air equipment, primarily to customers in the Far East, accounted for a large portion
of the 18% increase in this product line. Deliveries of Plant Air equipment to domestic and Middle Eastern customers accounted for a large
portion of the 9% increase in sales of this product line during 2007. Additionally, higher demand for spare parts, an increase in the number of
service technicians and the start-up of a new business involving non-original equipment manufacturer upgrades and contract maintenance
services all contributed to a 20% increase in revenues for the Centrifugal aftermarket business during 2007.
Income before income taxes for the CS segment totaled $76.5 million in 2007, an increase of $30.8 million, or 67.5%, from $45.7 million in 2006.
Cost of sales as a percent of revenues declined from 72.7% in 2006 to 69.3% in 2007. The improvement in the ratio was primarily due to (i) lower
subcontract variances in 2007 and benefits obtained from efforts to source raw materials from lower cost international suppliers, as well as
greater absorption of factory indirect costs due to higher volumes, largely contributing to a 2.6 percentage-point decrease in the ratio and (ii)
the application of relatively fixed manufacturing overhead to a larger revenue base (approximately a 1.4 percentage-point decrease). These
improvements were partially offset by the absence in 2007 of LIFO income totaling $2.1 million recognized in 2006 in relation to a decrease in
inventory levels that year (approximately a 0.5 percentage-point increase).
34
Selling and administrative expenses for 2007 totaled $64.9 million, an increase of $2.8 million, or 4.6%, from $62.1 million in 2006. Approximately
$1.1 million of the increase was due to plant consolidation and restructuring costs during 2007 with the remainder largely attributable to higher
headcount and other employee-related costs associated with increased business activity levels.
Depreciation and amortization expense totaled $13.7 million in 2007 compared to $13.0 million in 2006, an increase of $0.7 million. Higher levels
of capital spending and higher internally allocated amortization expense associated with the Company’s capitalized enterprise-wide software
systems accounted for the majority of the increase.
Acquisition integration costs of $2.5 million were incurred by CS during 2006. The costs related to the relocation of certain CS facilities into
one of the locations acquired in connection with the acquisition of the Dresser Acquired Businesses.
Corporate Segment
The Corporate segment’s loss before income taxes for 2007 totaled $134.8 million, an increase of $45.5 million from $89.3 million in 2006. The
primary factors causing the increase were (i) a charge of $35.7 million associated with a decision to terminate the Company’s U.S. defined
benefit pension plans made in 2007 and (ii) the absence of foreign currency gains recognized in 2006, net of foreign currency losses recognized
in 2007 totaling $9.6 million, which primarily related to intercompany loans the Company had with various foreign subsidiaries that were
denominated in currencies other than the U.S. dollar.
Selling, general and administrative expenses in 2007 totaled $94.7 million, a decrease of $4.3 million from $99.0 million in 2006. Included in
selling and administrative costs for 2006 was a provision of $17.5 million for the estimated cost of the settlement of a class action lawsuit
related to environmental contamination near a former manufacturing facility, which did not recur in 2007. Additionally, 2007 selling, general and
administrative costs included a $5.8 million one-time reduction in pension expense relating to one of the Company’s non-U.S. defined benefit
pension plans. These decreases have been partially offset by (i) $5.8 million of higher non-cash stock compensation costs, (ii) $8.6 million of
higher costs for legal and professional services primarily relating to litigation and compliance-related activities and (iii) $4.6 million of higher
salaries, benefits and employee travel costs, primarily due to higher headcount and increased activity levels needed to support the expansion
of the Company’s business.
Depreciation and amortization for 2007 increased by $5.2 million from 2006, primarily due to differences in internal allocations between
segments associated with the amortization of the Company’s enterprise-wide information technology assets and higher capital spending in
recent periods.
The increases in interest income and interest expense during 2007 as compared to 2006 are discussed in “Consolidated Results – 2007
Compared to 2006” above.
Orders and Backlog
Orders were as follows:

(dollars in millions) 2008 2007 Increase
DPS $ 5,255.4 $ 3,417.9 $ 1,837.5

V&M 1,573.5 1,315.5 258.0
CS 711.7 648.7 63.0
$ 7,540.6 $ 5,382.1 $ 2,158.5
Orders during 2008 were up $2.2 billion, or 40.1%, from $5.4 billion in 2007 to $7.5 billion in 2008 with all of the increase occurring in the first
nine months of 2008. Orders for the fourth quarter of 2008 declined 21.2% as compared to the same period in 2007 and are expected to decline
further due to activity declines resulting from the dramatic decline in oil and gas prices in the latter part of 2008.
DPS segment orders for 2008 totaled $5.3 billion, up $1.8 billion, or 53.8%, from $3.4 billion for 2007. Subsea equipment orders increased 106%
primarily as a result of two large awards totaling nearly $1.5 billion for projects offshore West Africa. Drilling equipment orders were up 52%
during 2008 as compared to the same period in 2007, over 90% of which was due to awards received for new deepwater rig construction
projects. Surface equipment orders increased nearly 10% from 2007 due largely to higher commodity prices and activity levels in the United
States and the Asia Pacific region, partially offset by the high level of orders in 2007 from customers in Eastern Europe and the Caspian Sea
region which did not repeat at the same levels during 2008. Orders for oil, gas and water separation applications were down 12% in 2008 as
compared to the same period in 2007 primarily due to the timing of order placement.
The V&M segment received orders totaling $1.6 billion in 2008, an increase of $258.0 million, or 19.6%, from $1.3 billion in 2007. Distributed
valve orders and aftermarket orders were up 33% and 14%, respectively, due mainly to higher commodity prices and activity levels in the U.S.
and improved market conditions in Canada. Measurement orders increased nearly 30% as a result of increased demand for equipment to be
used for nuclear and oil and gas applications, mostly in the U.S. Demand for equipment for a major subsea flow line construction project was a
primary factor leading to a 12% increase in awards for engineered valves during 2008 as compared to 2007. Additionally, strong demand,
mainly from customers in the United States, for equipment to be used in gas processing, refinery and aviation fuel and ethanol storage
applications led to a 17% increase in orders of process valves during 2008.
35
Orders in the CS segment for 2008 totaled $711.7 million, up $63.0 million, or 9.7%, from $648.7 million in 2007. Centrifugal compression
equipment orders increased 13% in 2008 as compared to 2007 primarily due to (i) a nearly 8% increase in demand across all product lines for
plant air equipment, (ii) a 9% increase in orders, primarily from customers in the Asia Pacific region as well as Europe and Africa, for engineered
air machines primarily designed for air separation and engineered industrial air applications, and (iii) a 29% increase in the centrifugal
aftermarket business, as a result of stronger demand for legacy and spare unit parts and repairs. Reciprocating compression equipment orders
were up 6% for 2008 compared to 2007 due mainly to (i) a 33% increase in orders for Superior compressors, primarily from customers in the
United States, Latin America and the Asia Pacific region and (ii) an 8% increase in demand for Ajax units as strong order levels from customers
in the Far East more than offset a decline in demand from packagers in the United States.
Backlog was as follows:
December 31,
(dollars in millions) 2008 2007 Increase
DPS $ 4,416.8 $ 3,203.0 $ 1,213.8

V&M 749.2 685.2 64.0
CS 440.5 380.1 60.4
$ 5,606.5 $ 4,268.3 $ 1,338.2
Recent Pronouncements
In December 2008, the FASB issued FASB Staff Position 132(R)-1 (FSP FAS 132(R)-1) that provides additional disclosure requirements for
postretirement benefit plan assets. Once the Company adopts this FSP prospectively on December 31, 2009, the Company will be required to
disclose how investment allocation decisions are made, the major categories of plan assets, the inputs and valuation techniques used to
measure fair value of the plan’s assets, the effect of fair value measurements using significant unobservable inputs on changes in plan assets
for the period, and significant concentrations of risk within the plan assets. The Company will provide the required level of disclosures
regarding postretirement benefit plan assets for its defined benefit pension plans and other postretirement benefit plans following adoption on
December 31, 2009.
In May 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position APB 14-1 (FSP APB 14-1), which clarifies the
accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlements). This FSP
requires the issuer of a convertible debt instrument within its scope to separately account for the liability and equity components of the
instrument in a manner that will reflect the entity’s nonconvertible debt borrowing rate for interest cost when recognized in subsequent
periods. This standard applies to the Company’s existing 1.5% convertible debentures due 2024 (1.5% Convertible Debentures) and 2.5%
convertible debentures due June 15, 2026 (2.5% Convertible Debentures), totaling in aggregate $631,109,000 at December 31, 2008. This FSP
will be applied retrospectively to all periods presented in our financial statements once it becomes effective January 1, 2009.
Upon adoption of FSP APB 14-1, effective January 1, 2009, approximately $83,200,000 of the carrying value of the 1.5% and 2.5% Convertible
Debentures will be retrospectively reclassified to either temporary or permanent equity as of January 1, 2007, in order to represent the
estimated remaining value of the conversion option in the convertible debentures at that date. Additionally, beginning retained earnings as of
January 1, 2007, will be retrospectively decreased by approximately $15,100,000 to reflect the amount of additional interest expense, net of tax,
that would have been recorded as of that date from amortization of the discount on the Company’s 1.5% and 2.5% Convertible Debentures as
if those debentures had been accounted for under FSP APB 14-1 since their issuance. The bifurcation of the assumed liability portion of the
debt and the assumed portion of the debt representing the conversion option was based on estimated market borrowing rates of 4.85% and
5.9%, respectively, for debt instruments similar to the 1.5% and 2.5% Convertible Debentures, excluding the conversion options in those
debentures. The discount assigned to the convertible debentures in order to result in interest expense equal to the non-convertible debt
borrowing rates mentioned above will be accreted to interest expense over an estimated five-year life of the convertible debentures. The
estimated life is consistent with an option in the debentures allowing holders to require the Company to repurchase the debentures in whole or
in part for principal plus accrued and unpaid interest five years following the date of issuance. Accordingly, upon adoption of FSP APB 14-1,
the Company’s historical income statements will be retrospectively revised to show approximately $20,500,000 of additional pre-tax non-cash
interest expense, or $0.06 per diluted share, in 2007 and approximately $21,700,000 of additional pre-tax non-cash interest expense, or $0.06 per
diluted share, in 2008. Furthermore, in accordance with the requirements of this FSP, the Company’s historical income statement for 2008 will
also be retrospectively revised to reflect a gain of $2,600,000 in connection with the conversion of $106,891,000 principal amount of the 1.5%
Convertible Debentures that occurred during 2008. Upon adoption, the Company’s consolidated balance sheet at December 31, 2008 will
reflect an increase of $22,100,000 for temporary equity and an increase of $42,500,000 for capital in excess of par value.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires entities to provide greater transparency about
(a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position,
results of operations, and cash flows. The Company will provide the level of required disclosures regarding its use of derivative instruments
upon adoption of this new standard, effective January 1, 2009.
36
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, Business Combinations (SFAS 141R) and
Statement of Financial Accounting Standards No. 160, Accounting and Reporting of Noncontrolling Interest in Consolidated Financial
Statements, an amendment of ARB No. 51 (SFAS 160). These two standards must be adopted in conjunction with each other on a prospective
basis. The most significant changes to business combination accounting pursuant to SFAS 141R and SFAS 160 are the following: (a)
recognize, with certain exceptions, 100 percent of the fair values of assets acquired, liabilities assumed and noncontrolling interests in
acquisitions of less than a 100 percent controlling interest when the acquisition constitutes a change in control of the acquired entity, (b)
acquirers’ shares issued in consideration for a business combination will be measured at fair value on the closing date, not the announcement
date, (c) recognize contingent consideration arrangements at their acquisition date fair values, with subsequent changes in fair value generally
reflected in earnings, (d) the expensing of all transaction costs as incurred and most restructuring costs, (e) recognition of pre-acquisition loss
and gain contingencies at their acquisition date fair values, with certain exceptions, (f) capitalization of acquired in-process research and
development rather than expense recognition and (g) recognize changes that result from a business combination transaction in an acquirer’s
existing income tax valuation allowances and tax uncertainty accruals as adjustments to income tax expense. The Company anticipates these
new standards will significantly affect the Company’s accounting for future business combinations following adoption on January 1, 2009.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 provides entities with an option to measure many financial assets and liabilities and certain other
items at fair value as determined on an instrument-by-instrument basis. SFAS 159 became effective for the Company as of January 1, 2008;
however, the Company did not elect to measure any additional financial instruments at fair value as a result of adopting SFAS 159. Therefore,
there was no impact on the Company’s financial statements at the time of adoption.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), which
defines fair value, establishes a framework for measuring fair value and expands the level of disclosures regarding fair value. SFAS 157 also
emphasizes that fair value is a market-based measurement rather than an entity-specific measurement. The Company adopted the provisions of
SFAS 157 relating to financial assets and liabilities and other assets and liabilities carried at fair value on a recurring basis effective on January
1, 2008, as required. As allowed by FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, the Company elected to defer
the adoption of SFAS 157 with respect to all remaining nonfinancial assets and liabilities until January 1, 2009. There was no material impact
on the Company’s financial statements at the time of adoption; however, the Company does expect that this new standard will impact certain
aspects of its accounting for business combinations on a prospective basis, including the determination of fair values assigned to certain
purchased assets and liabilities.
With respect to the January 1, 2008 adoption of SFAS 157, the Company determines the fair value of its outstanding foreign currency forward
contracts based on quoted forward exchange rates for the respective currencies applicable to similar instruments (Level 2 observable market
inputs as defined in SFAS 157).
Liquidity and Capital Resources

The Company’s cash and cash equivalents increased by $881.1 million to $1.6 billion at December 31, 2008 as compared to $739.9 million at
December 31, 2007. The main reasons for the increase were (i) positive cash flow from operations of $987.6 million, (ii) net proceeds after
issuance costs of approximately $742.4 million received from the Company’s issuance of senior notes in June 2008 (see Note 9 of the Notes to
the Consolidated Financial Statements for additional information) and (iii) additional net short-term debt borrowings totaling approximately
$31.9 million, primarily made under the Company’s $585.0 million multicurrency revolving credit facility. These cash inflows more than offset
cash outflows from (i) the purchase of nearly 7.0 million shares of treasury stock for a total cash cost of $279.4 million, (ii) the acquisition of
certain assets and liabilities of seven businesses during 2008 totaling $191.7 million, (iii) debt repayments totaling $106.9 million associated
with the conversion by holders of certain of the 1.5% Convertible Debentures during 2008 and (iv) capital expenditures of $272.2 million.
During 2008, the Company generated $987.6 million of cash from operations as compared to $451.7 million for 2007. The primary reasons for the
increase were the higher level of earnings in 2008 and the cash generated from working capital reductions in 2008 as compared to the cash
needed for working capital growth during 2007. Net income for 2008 totaled $593.7 million, an increase of $92.9 million from 2007. Cash totaling
approximately $190.4 million was generated in 2008 from working capital reductions compared to $269.5 million utilized for working capital
growth during 2007. During 2008, working capital declined as accounts payable and accrued liabilities grew at a faster pace than inventory and
accounts receivable. The increase in accounts receivable represents strong revenue growth during the year. A 31.4% increase in backlog and
a 40.1% increase in order levels contributed to higher year-end levels of inventory and accounts payable and accrued liabilities. In addition,
the amount of advances received from customers increased by more than $99.4 million as of December 31, 2008 as compared to December 31,
2007. An increased investment in inventory, higher receivables and higher income tax payments, partially offset by higher accounts payable
and accrued liabilities, accounted for a majority of the cash utilized to increase working capital during 2007.
The Company utilized $460.0 million of cash for investing activities during 2008 as compared to $312.9 million during 2007. Most of the increase
was due to the additional cash cost of acquisitions. During 2008, the Company spent $191.7 million in connection with the acquisition of
certain assets and liabilities of seven businesses (see Note 2 of the Notes to the Consolidated Financial Statements for additional information)
compared to $76.4 million of cash utilized during 2007 for acquisitions. Additionally, $272.2 million of cash was spent for capital expenditures
in 2008 compared to $245.6 million in 2007.
37
During 2008, the Company’s financing activities generated $415.1 million of cash compared to $447.1 million of cash utilized during 2007. In
June 2008, the Company received net proceeds after issuance costs of approximately $742.4 million from issuance of long-term senior notes
with maturities of 10 and 30 years. Net short-term debt borrowings of $31.9 million were also made during 2008, most of which related to
amounts borrowed internationally for working capital purposes utilizing the Company’s $585.0 million multicurrency revolving credit facility.
During 2008, a total of $106.9 million of the 1.5% Convertible Debentures were repaid as a result of conversion of those debentures by their
holders. During 2007, the Company repaid $200.0 million of its 2.65% senior notes upon maturity in April 2007. Additionally, the Company
spent $279.4 million of cash in 2008 to acquire nearly 7.0 million shares of treasury stock as compared to $321.9 million spent in 2007 to acquire
10.7 million shares.
The Company expects to spend an estimated $200 million for capital equipment and facilities during 2009 in connection with its program of
improving manufacturing efficiency and expanding capacity, including approximately $100 million to complete the expansion of the existing
Malaysian subsea facility and a new Romanian plant designed to produce equipment for the surface wellhead market. Cash on hand and
future expected operating cash flows will be utilized to fund the Company’s 2009 capital spending program.
On a longer-term basis, the Company issued $450.0 million of 6.375% 10-year senior notes and $300.0 million of 7.0% 30-year senior notes in
June 2008. The Company also has outstanding $131.1 million of 1.5% Convertible Debentures in addition to $500.0 million of 2.5% Convertible
Debentures. Holders of the 1.5% Convertible Debentures could require the Company to redeem them beginning in May 2009. Holders of the
Company’s 2.5% Convertible Debentures could also require the Company to redeem them beginning in June 2011. At December 31, 2008,
neither the 1.5% nor the 2.5% Convertible Debentures met the requirements to allow for conversion by the holders of the debt.
Despite the current uncertainty and volatility in the credit markets, the Company believes, based on its current financial condition, existing
backlog levels and current expectations for future market conditions, that it will be able to meet its short- and longer-term liquidity needs with
the existing $1.6 billion of cash on hand, expected cash flow from future operating activities and amounts available under its $585.0 million five-
year multicurrency revolving credit facility, which expires on April 14, 2013.
The Company has finalized the settlement of all of its remaining obligations under its U.S. defined benefit pension plans during the fourth
quarter of 2008. Following settlement, the Company had approximately $5.3 million of pension assets remaining. These assets will be used by
the Company to fund its future matching obligations under its existing U.S. defined contribution plans.
The following summarizes the Company’s significant cash contractual obligations and other commercial commitments for the next five years as
of December 31, 2008.
(dollars in millions) Payments Due by Period

Less
Than After
1 1–3 4–5 5
Contractual Obligations Total Year Years Years Years
Debt (a) $ 1,404.5 $ 156.5 $ 500.0 $ − $ 748.0

Capital lease obligations (b) 14.3 5.7 6.4 2.2 −
Operating leases 136.4 22.8 41.8 32.8 39.0
Purchase obligations (c) 872.9 849.2 21.5 1.1 1.1
Minimum required contributions to funded defined
benefit pension plans (d) 8.5 8.5 − − −
Benefit payments expected for unfunded pension and
postretirement benefit plans 10.1 1.4 2.2 2.0 4.5
Unrecognized tax benefits (e) 9.0 9.0 − − −
Total contractual cash obligations $ 2,455.7 $ 1,053.1 $ 571.9 $ 38.1 $ 792.6
(a) See Note 9 of the Notes to Consolidated Financial Statements for information on redemption rights by the Company, and by holders of the
Company’s debentures, that would allow for early redemption of the 1.5% Convertible Debentures in 2009 and the 2.5% Convertible
Debentures in 2011.
(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. Due to the underfunded nature of the
Company’s defined benefit pension plans in the U.K. and plan asset losses during 2008, the Company currently anticipates contributing more
than the minimum required amount to the plans during 2009, potentially up to nearly $40.0 million in total.
(e) The balance shown represents the portion of the Company’s unrecognized tax benefits recorded as a current liability at December 31, 2008.
The remaining balance of unrecognized tax benefits totaling $37.6 million has been excluded from the table as the Company cannot reasonably
estimate the timing of the associated future cash outflows.
38
(dollars in millions) Amount of Commitment Expiration by Period

Less
Other Unrecorded Commercial Total Than After
Obligations and Off-Balance 1 1-3 4–5 5
Sheet Arrangements Commitment Year Years Years Years
Committed lines of credit $ 585.0 $ − $ − $ 585.0 $ −

Standby letters of credit and bank guarantees 730.1 238.5 349.9 75.5 66.2
Financial letters of credit 13.5 13.5 − − −
Insurance bonds 6.7 6.0 0.6 0.1 −
Other financial guarantees 4.9 0.9 − 4.0 −
Total commercial commitments $ 1,340.2 $ 258.9 $ 350.5 $ 664.6 $ 66.2
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. As of
December 31, 2008, the Company had $730.1 million 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, 2008 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, deteriorating financial condition of the financial institutions providing
such facilities, overall constriction in the credit markets or rating downgrades of the Company.
Factors That May Affect Financial Condition and Future Results
The current turmoil and uncertainty in the public and private credit markets could adversely impact the ability of its customers to finance
future purchases of equipment or could adversely impact the Company’s ability to finance the Company's future operational and capital
needs.
The public and private credit markets in the United States and around the world are currently severely constricted due to economic concerns
regarding past mortgage and other lending practices, current housing values and the present state of various world economies. The current
uncertainty and turmoil in the credit markets has in certain cases, negatively impacted the ability of customers to finance purchases of the
Company’s equipment which will, in the short-term, result in a decline in sales, profitability and operating cash flows of the Company.
Although the Company does not currently anticipate a need to access the credit markets for new financing in the short-term, a prolonged
constriction on future lending by banks or investors could also result in higher interest rates on future debt obligations of the Company or
could restrict the Company’s ability to obtain sufficient financing to meet its long-term operational and capital needs or could limit its ability in
the future to consummate significant business acquisitions to be paid for in cash.
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 revenues, depends to a large extent upon the level of capital
expenditures related to oil and gas exploration, production, development, 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. As an example, the Company expects that the substantial decline in oil and gas prices during the latter half of
2008, combined with the currently constricted credit markets, will cause a reduction in future short-term spending by the Company’s customers
during 2009 which will negatively impact the Company’s expected 2009 revenues and profitability.
Factors that contribute to the volatility of oil and gas prices include, but are not limited to, the following:
· demand for oil and gas, which is impacted by economic and political conditions and weather;
· the ability of the Organization of Petroleum Exploring Countries (OPEC) to set and maintain production levels and pricing;
· the level of production from non-OPEC countries;
· policies regarding exploration and development of oil and gas reserves;
· the political environments of oil and gas producing regions, including the Middle East.
Cancellation of orders in backlog are possible

The Company has already experienced cancellation of orders in backlog and may experience more. The Company is typically protected against
financial losses related to products and services it has provided prior to any cancellation. However, if the Company’s customers cancel
existing purchase orders, future profitability could be further negatively impacted.
At December 31, 2008, the Company had a backlog of orders for equipment to be used on deepwater drilling rigs of approximately $825.3
million, including approximately $431.1 million of equipment ordered for rigs whose construction was not supported by a pre-existing
contract with an operator. Cancellations of orders to date have totaled approximately $143.6 million. The Company has also experienced
cancellation of existing orders in certain of its base businesses to date. If oil and gas prices continue to decline or stay at current levels for
an extended period of time, further order cancellations or delays in expected shipment dates may occur.
39
The inability of the Company to deliver its backlog on time could affect the Company’s future sales and profitability and its relationships
with its customers.
At December 31, 2008, the Company’s backlog was $5.6 billion, one of the highest levels in its history. The ability to meet customer delivery
schedules for this backlog 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 or incentive 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. Additionally, the Company bases its earnings guidance to the financial markets
on expectations regarding the timing of delivery of product currently in backlog. Failure to deliver backlog in accordance with expectations
could negatively impact the Company’s financial performance and thus cause adverse changes in the market price of the Company’s
outstanding common stock and other publicly-traded financial instruments.
The Company has embarked on a significant capital expansion program.

The Company has spent $245.6 million in 2007 and $272.2 million in 2008 on capital expenditures for new machine tools and other equipment,
including expenditures for expanding its subsea facility in Malaysia and for building a new facility in Romania. For 2009, the Company expects
full-year capital expenditures of approximately $200.0 million. To the extent this program of upgrading machine tools, manufacturing
technologies, processes and facilities in order to improve efficiency and address expected market demand for the Company’s products causes
disruptions in the Company’s plants, or the needed machine tools or facilities are not delivered and installed or in use as currently expected,
the Company’s ability to deliver existing or future backlog may be negatively impacted. In addition, if the program does not result in the
expected efficiencies, future profitability may be negatively impacted.
Execution of subsea systems projects exposes the Company to risks not present in its surface business.
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 subsea business unit
received orders in the amount of $2.7 billion during 2008, a record level. Several of these orders are substantially more complex and involve
substantially more risk than previous projects. To the extent the Company experiences unplanned efficiencies or difficulties in meeting the
technical and/or delivery requirements of the projects, the Company’s earnings or liquidity could be positively or negatively impacted. The
Company accounts for its subsea projects, as well as separation and drilling projects, using SOP 81-1. In accordance with SOP 81-1, the
Company estimates the expected margin on these projects and recognizes this margin as units are completed. Factors that may affect future
project costs and margins include the ability to property execute the engineering and design phases consistent with our customers’
expectations, production efficiencies, and availability and costs of labor, materials and subcomponents. These factors can significantly impact
the accuracy of the Company’s estimates and materially impact the Company’s future period earnings. If the Company experiences cost
underruns or overruns, the expected margin could increase or decline. In accordance with SOP 81-1, the Company would record a cumulative
adjustment to increase or reduce the margin previously recorded on the related project. Subsea projects accounted for approximately 13.0% of
total revenues for the year ended December 31, 2008. As of December 31, 2008, the Company had a subsea systems project backlog of
approximately $2.1 billion.
Fluctuations in worldwide 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 BOPs. These production facilities are located in the United Kingdom, Brazil 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 dollar strengthens against these same currencies.
The Company’s worldwide operations expose it to instability and changes in economic and political conditions, foreign currency
fluctuations, trade and investment regulations and other risks inherent to international business.
The economic risks of doing business on a worldwide basis include the following:
· volatility in general economic, social and political conditions;
· differing tax rates, tariffs, exchange controls or other similar restrictions;
· changes in currency rates;
· inability to repatriate income or capital;
· reductions in the number or capacity of qualified personnel; and
· seizure of equipment.
Cameron has manufacturing and service operations that are essential parts of its business in developing countries and economically and
politically volatile areas in Africa, Latin America, Russia and other countries that were part of the Former Soviet Union, the Middle East, and
Central and South East Asia. The Company also purchases a large portion of its raw materials and components from a relatively small number
of foreign suppliers in developing countries. The ability of these suppliers to meet the Company’s demand could be adversely affected by the
factors described above.
40
The Company is subject to trade regulations that expose the Company to potential liability.
Doing business on a worldwide basis also puts the Company and its operations at risk due to political risks and the need for compliance with
the laws and regulations of many jurisdictions. These laws and regulations impose a range of restrictions and/or duties on importation and
exportation, operations, trade practices, trade partners and investment decisions. The Company has received inquiries regarding its
compliance with certain such laws and regulations from several U.S. federal agencies.
The Company does business and has operations in a number of developing countries that have relatively underdeveloped legal and
regulatory systems when compared to more developed countries. Several of these countries are generally perceived as presenting a higher
than normal risk of corruption, or a culture where requests for improper payments are not discouraged. Maintaining and administering an
effective U.S. Foreign Corrupt Practices Act (FCPA) compliance program in these environments presents greater challenges to the Company
than is the case in other, more developed countries. With respect to FCPA compliance, the Company received a voluntary request for
information in September 2005 from the U.S. Securities and Exchange Commission (SEC) regarding certain of the Company’s West African
activities and responded to this request.
As discussed in Note 18 of the Notes to Consolidated Financial Statements, in July 2007, the Company was one of a number of companies to
receive a letter from the Criminal Division of the U.S. Department of Justice (DOJ) requesting information on its use of a customs clearance
broker. The DOJ is inquiring into whether certain of the services provided to the Company by the customs clearance broker may have involved
violations of the FCPA. The Company is conducting an internal investigation in response, as discussed below, and is providing the requested
information to the DOJ.
dealings with the customs clearance broker in Nigeria and Angola to determine if any payments made to or by the customs clearance broker on
the Company’s behalf constituted a violation of the FCPA. The investigation is also looking into activities of Company employees and agents
with respect to immigration matters and importation permitting in Nigeria. To date, the special counsel has found that the Company utilized
certain services in Nigeria offered by the customs clearance broker that appear to be similar to services that have been under review by the
DOJ. Similar issues do not appear to be present in Angola. Special counsel is reviewing these and other services and activities to determine
whether they were conducted in compliance with all applicable laws and regulations. Special counsel is also reviewing the extent, if any, of the
Company’s knowledge, and involvement in the performance of these services and activities, and whether the Company fulfilled its obligations
under the FCPA.
In addition, the SEC is conducting an informal inquiry into the same matters currently under review by the DOJ. As part of this inquiry the SEC
has requested that the Company provide to them the information and documents that have been requested by and are being provided to the
DOJ. The Company is cooperating fully with the SEC, as it is doing with the DOJ, and is providing the requested materials. Both agencies have
requested, and been granted, an extension of the statute of limitations with respect to matters under review until January 2010. At this stage
of the internal investigation, the Company cannot predict the ultimate outcome of either the internal investigation or the government inquiries.
The Company has also undertaken an enhanced compliance training effort for its personnel, including foreign operations personnel dealing
with customs clearance regulations and hired a Chief Compliance Officer in September 2008 to assume all legal compliance matters for the
Company.
Compliance with U.S. trade sanctions and embargoes also pose a risk to the Company since it deals with its business on a worldwide basis
through various incorporated and unincorporated entities. The U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) made
an inquiry regarding a bank guarantee the Company attempted to establish for a sale to a Burmese entity in December 2008. OFAC also made
an inquiry regarding U.S. involvement in a United Kingdom subsidiary’s commercial and financial activity relating to Iran in September 2004
and the U.S. Department of Commerce made an inquiry regarding sales by another United Kingdom subsidiary to Iran in February 2005. The
Company has responded to the first inquiry but has not yet had a response from OFAC. The Company responded to the two other inquiries
and has not received any additional requests related to these matters. The Company’s policy is to not do business with, and has restricted its
non-U.S. subsidiaries and persons from taking orders from countries with respect to which the United States has imposed sanctions, which
include Iran, Syria, Sudan, North Korea and Cuba and to monitor its business with Burma to ensure compliance with U.S. regulations. In
connection with the Company's decision to cease taking orders from these countries in 2006, one of its non-U.S. subsidiaries divested its
interest in a joint venture doing business in Iran to an Iranian national in exchange for an $11.4 million note. The first installment of this note
becomes due and payable in the first quarter of 2009. The Company does not do business directly or through any subsidiary, and has had no
recent correspondence regarding collection with this venture. If the first payment is not received, the Company will have to re-evaluate the
collectability of this note.
In January 2007, the Company underwent a Pre-Assessment Survey as part of a Focused Assessment Audit initiated by the Regulatory Audit
Division of the U.S. Customs and Border Protection, Department of Homeland Security. The Pre-Assessment Survey resulted in a finding that
the Company had deficiencies in its U.S. Customs compliance process and had underpaid customs duties. The Company has taken corrective
action and will close out all matters regarding duties owed on prior shipments in March 2009, which will require the payment of an additional
$1.7 million for previously underpaid duties. The Company expects that assessment compliance testing will be completed and the Focused
Assessment Audit will be concluded by the third quarter of 2009.
41
The Company is subject to environmental, health and safety laws and regulations that expose the Company to potential liability.
The Company’s operations are subject to a variety of national and state, provisional 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.
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 environmental management system and active third-party audit program, believes it is
in substantial compliance with these regulations.
noncurrent liability of $6.8 million for environmental matters.
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. None of the Company’s facilities are rated above Small Quantity Generated status. 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. None of the Company’s facilities are classified as sites that generate more
than minimal 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. The Company has an active health, safety and environmental audit program
in place throughout the world.
Market Risk Information

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 and 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 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 payments 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, 2008. The purpose of the majority of these contracts was to hedge large anticipated non-functional currency cash
flows on major subsea, drilling or valve contracts involving the Company’s United States operations and its wholly-owned subsidiaries in
Brazil, Ireland, Italy, Romania, Singapore and the United Kingdom. Information relating to the contracts and the fair values recorded in the
Company’s Consolidated Balance Sheets at December 31, 2008 and 2007 follows:
42
December 31, 2008

Year of Contract Expiration
December 31,
(amounts in millions except exchange rates) 2009 2010 2011 Total 2007
Buy BRL/Sell EUR:

Notional amount to sell (in EUR) 20.6 2.6 − 23.2 2.6
Average BRL to EUR contract rate 2.5788 2.6702 − 2.5889 2.5918
Average BRL to EUR at December 31, 2008 3.4454 3.5258 − 3.4544 2.6355
Fair value at December 31, 2008 in U.S. dollars $ (8.1) $ 0.1
Buy BRL/Sell USD:

Notional amount to sell (in USD) 10.4 − − 10.4 27.0
Average BRL to USD contract rate 1.6965 − − 1.6965 1.8610
Average BRL to USD at December 31, 2008 2.3775 − − 2.3775 1.8377
Buy EUR/Sell GBP:

Notional amount to buy (in EUR) 40.7 8.1 0.7 49.5 0.9
Average EUR to GBP contract rate 1.2536 1.2417 1.2316 1.2513 1.3690
Average EUR to GBP at December 31, 2008 1.0399 1.0433 1.0435 1.0405 1.3555
Fair value at December 31, 2008 in U.S. dollars $ 11.6 $ −
Buy EUR/Sell USD:

Notional amount to buy (in EUR) 15.7 − − 15.7 57.4
Average USD to EUR contract rate 1.4754 − − 1.4754 1.3882
Average USD to EUR at December 31, 2008 1.3963 − − 1.3963 1.4585
Buy GBP/Sell USD:

Notional amount to buy (in GBP) 1.9 1.6 1.4 4.9 −
Average USD to GBP contract rate 1.6738 1.6849 1.6735 1.6774 −
Average USD to GBP at December 31, 2008 1.4503 1.4475 1.4408 1.4467 −
Fair value at December 31, 2008 in U.S. dollars $ (1.1) $ −
Sell BRL/Buy USD:

Notional amount to buy (in USD) 10.0 − − 10.0 12.8
Fair value at December 31, 2008 in U.S. dollars $ 2.0 $ 0.1
Sell USD/Buy EUR:

Notional amount to sell (in USD) 98.2 19.6 − 117.8 36.5
Average USD to EUR contract rate 1.5034 1.5248 − 1.5069 1.3918
Average USD to EUR at December 31, 2008 1.3938 1.3886 − 1.3929 1.4598
Sell USD/Buy GBP:

Notional amount to sell (in USD) 116.0 37.8 2.3 156.1 13.6
Average USD to GBP contract rate 1.9238 1.8932 1.8721 1.9155 1.8029
Average USD to GBP at December 31, 2008 1.4504 1.4484 1.4428 1.4498 1.9658
Other Currencies:
Fair value at December 31, 2008 in U.S. dollars $ 0.7 $ −
Interest Rates
The Company is subject to interest rate risk on its long-term fixed interest rate debt and, to a lesser extent, variable-interest rate 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. Fixed-rate debt, where the interest rate is fixed over the life of the instrument, exposes the Company to changes in the fair value
of its debt due to changes in market interest rates and to the risk that the Company may need to refinance maturing debt with new debt at a
higher rate.
43
The Company has performed a sensitivity analysis to determine how market 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 $71.8 million at December 31, 2008 ($62.6 million at December 31, 2007),
whereas a one-percentage-point increase in interest rates would have decreased the fair value of the Company’s fixed rate debt by $63.9 million
at December 31, 2008 ($62.1 million at December 31, 2007). 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.
The Company manages its debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate swaps
as a tool to achieve that goal. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such
instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the
counterparties in such transactions.
The fair values of the short-term borrowings under the Company’s revolving credit facility, the 6.375% 10-year Senior Notes and the 7.0% 30-
year Senior Notes are principally dependent on prevailing interest rates. The fair values of the 1.5% and 2.5% Convertible Debentures are
principally dependent on both prevailing interest rates and the Company’s current share price as it relates to the initial conversion price of the
respective instruments. Since the Company typically borrows or renews its outstanding borrowings under its revolving credit facility at
current interest rates for 30-day periods, changes in interest rates tend to impact the Company’s cash flows over time more so than the fair
market value of this portion of the Company’s debt.
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.
44
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. 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, 2008, based on the framework established in “Internal Control – Integrated Framework”. However,
because of changes in conditions, it is important to note that internal control system effectiveness may vary over time.
In conducting management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting, the seven businesses
acquired during 2008 for a total cash cost of approximately $191.7 million, as more fully described in Note 2 of the Notes to Consolidated
Financial Statements, were excluded. These operations constituted less than 5% of the Company's consolidated revenues, income before
income taxes and total assets as of and for the year ended December 31, 2008.
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, 2008, 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
President and
Chief Executive Officer
/s/ Charles M. Sledge

Charles M. Sledge
Senior Vice President and
Chief Financial Officer
45
Report of Independent Registered Public Accounting Firm

We have audited the internal control over financial reporting of Cameron International Corporation (the Company) as of December 31, 2008,
based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (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.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and
conclusion on the effectiveness of internal control over financial reporting did not include the seven businesses acquired during 2008 for a
total cash cost of approximately $191.7 million, as more fully described in Note 2 of the Notes to Consolidated Financial Statements, which are
included in the 2008 consolidated financial statements of the Company and constituted less than 5% of the Company's consolidated revenues,
income before income taxes and total assets as of and for the year ended December 31, 2008. Our audit of internal control over financial
reporting of the Company also did not include an evaluation of the internal control over financial reporting of the seven businesses acquired
during 2008 as referred to above.
In our opinion, Cameron International Corporation maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2008, based on the COSO criteria.
We have also 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, 2008 and 2007, and the related statements of consolidated results of operations, changes in
stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2008 and our report dated February 24, 2009
expressed an unqualified opinion thereon.
Houston, Texas
February 24, 2009
46
Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Cameron International Corporation (the Company) as of December 31,
2008 and 2007, and the related statements of consolidated results of operations, changes in stockholders’ equity, and cash flows for each of
the three years in the period ended December 31, 2008. 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, 2008 and 2007, and the consolidated results of its operations and its cash flows
for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 11 of the Notes to Consolidated Financial Statements, the Company adopted, effective January 1, 2007, the provisions of
FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for
Income Taxes". The Company also adopted, effective December 31, 2006, Statement of Financial Accounting Standards No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)."
We also have 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, 2008, based on criteria established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2009 expressed an
unqualified opinion thereon.
Houston, Texas
February 24, 2009
47
Consolidated Results of Operations
(dollars in thousands, except per share data) 2008 2007 2006
Revenues $ 5,848,877 $ 4,666,368 $ 3,742,907
Costs and expenses:

Cost of sales (exclusive of depreciation and amortization shown
separately below) 4,127,931 3,242,238 2,601,072
Selling and administrative expenses 668,296 577,588 528,568
Depreciation and amortization 132,079 109,774 101,350
Interest income (27,350) (30,745) (26,939)
Interest expense 49,667 23,313 20,677
Charge for pension plan termination 26,196 35,725 −
Acquisition integration costs − − 29,578
Total costs and expenses 4,976,819 3,957,893 3,254,306
Income before income taxes 872,058 708,475 488,601

Income tax provision (278,332) (207,615) (170,785)
Net income $ 593,726 $ 500,860 $ 317,816

Earnings per common share:
Basic $ 2.73 $ 2.28 $ 1.40
Diluted $ 2.60 $ 2.16 $ 1.36
The Notes to Consolidated Financial Statements are an integral part of these statements.
48
Consolidated Balance Sheets
December 31,
(dollars in thousands, except shares and per share data) 2008 2007
Assets
Cash and cash equivalents $ 1,621,046 $ 739,916
Receivables, net 950,362 797,471
Inventories, net 1,336,925 1,413,403
Other 148,110 121,141
Total current assets 4,056,443 3,071,931
Plant and equipment, net 931,647 821,104

Goodwill 709,217 647,819
Other assets 205,064 189,965
Total assets $ 5,902,371 $ 4,730,819
Liabilities and stockholders’ equity

Current portion of long-term debt $ 162,064 $ 8,766
Accounts payable and accrued liabilities 1,854,152 1,677,054
Accrued income taxes 95,545 7,056
Total current liabilities 2,111,761 1,692,876
Long-term debt 1,256,385 745,128

Postretirement benefits other than pensions 7,794 15,766
Deferred income taxes 85,809 68,646
Other long-term liabilities 121,066 113,439
Total liabilities 3,582,815 2,635,855
Commitments and contingencies − −
Stockholders’ equity:
Common stock, par value $.01 per share, 400,000,000 shares authorized,
236,316,873 shares issued at December 31, 2008 and 232,341,726
shares issued at December 31, 2007 2,363 2,324
Preferred stock, par value $.01 per share, 10,000,000 shares authorized,
no shares issued or outstanding − −
Capital in excess of par value 1,188,791 1,160,814
Retained earnings 1,850,744 1,256,822
Accumulated other elements of comprehensive income (84,218) 101,004
Less: Treasury stock at cost, 19,424,120 shares at December 31, 2008 and
14,332,927 shares at December 31, 2007 (638,124) (426,000)
Total stockholders’ equity 2,319,556 2,094,964
Total liabilities and stockholders’ equity $ 5,902,371 $ 4,730,819
49
Consolidated Cash Flows

(dollars in thousands) 2008 2007 2006

Cash flows from operating activities:
Net income $ 593,726 $ 500,860 $ 317,816
Adjustments to reconcile net income to net cash provided by operatingactivities:
Depreciation 98,728 81,458 75,909
Amortization 33,351 28,316 25,441
Non-cash charge for pension plan termination 26,196 35,725 −
Non-cash stock compensation expense 35,627 31,383 25,568
Non-cash write-off of assets associated with acquisition integration efforts − − 10,525
Tax benefit of employee stock compensation plan transactions and deferred income taxes 9,541 43,455 60,345
Changes in assets and liabilities, net of translation, acquisitions and non-cash items
Receivables (157,899) (69,223) (81,762)
Inventories (9,325) (355,215) (269,771)
Accounts payable and accrued liabilities 278,973 219,503 382,854
Other assets and liabilities, net 78,659 (64,542) (414)
Net cash provided by operating activities 987,577 451,720 546,511
Cash flows from investing activities:
Capital expenditures (272,248) (245,589) (184,830)
Acquisitions, net of cash acquired (191,681) (76,386) (28,846)
Proceeds from sale of plant and equipment 3,903 9,056 16,638
Net cash used for investing activities (460,026) (312,919) (197,038)
Cash flows from financing activities:
Short-term loan borrowings (repayments), net 31,859 (200,707) (308)
Redemption of convertible debt securities (106,891) − −
Issuance of long-term senior notes 747,922 − 500,000
Debt issuance costs (5,550) − (8,630)
Purchase of treasury stock (279,393) (321,913) (282,191)
Proceeds from stock option exercises 17,628 52,784 76,002
Excess tax benefits from employee stock compensation plans transactions 16,986 28,034 16,580
Principal payments on capital leases (7,434) (5,312) (4,401)
Net cash provided by (used for) financing activities 415,127 (447,114) 297,052
Effect of translation on cash (61,548) 14,692 25,041
Increase (decrease) in cash and cash equivalents 881,130 (293,621) 671,566

Cash and cash equivalents, beginning of year 739,916 1,033,537 361,971
Cash and cash equivalents, end of year $ 1,621,046 $ 739,916 $ 1,033,537
50
Consolidated Changes in Stockholders’ Equity

Accumulated
Other
Capital in Elements of
Common Excess of Retained Comprehensive Treasury
(dollars in thousands) Stock Par value Earnings Income Stock Total
Balance – December 31, 2005 $ 1,156 $ 1,113,001 $ 443,142 $ 37,464 $ − $ 1,594,763
Net income 317,816 317,816
Foreign currency translation 57,130 57,130
Change in fair value of derivatives
accounted for
as cash flow hedges, net of $6,222
in taxes 13,468 13,468
Other comprehensive income from
derivative
transactions recognized in current
year earnings, net of $116 in taxes (251) (251)
Minimum pension liability, net (337) (337)
Comprehensive income 387,826
Adjustment to initially apply FASB
Statement No.
158, net of $44,382 in taxes (91,148) (91,148)
Non-cash stock compensation
expense 25,568 25,568
Purchase of treasury stock (282,191) (282,191)
Common and treasury stock issued
under stock
option and other employee benefit
plans 6 (28,804) 103,777 74,979
Tax benefit of employee stock
compensation
plan transactions 23,284 23,284
Other 7,716 642 8,358
Balance – December 31, 2006 1,162 1,140,765 760,958 16,326 (177,772) 1,741,439
Net income 500,860 500,860
Foreign currency translation 59,686 59,686
accounted for
as cash flow hedges, net of $2,803
in taxes 5,011 5,011
derivative
year earnings, net of $2,225 in taxes (4,583) (4,583)
Pension settlement loss, net of
$14,422 in taxes 23,282 23,282
Pension curtailment gain, net of $757
in taxes (1,222) (1,222)
Actuarial loss, net of amortization 2,504 2,504
Adjustment to initially apply FIN 48 (2,000) (4,996) (6,996)
expense 31,383 31,383
Common and treasury stock issued
under stock
option and other employee benefit
plans (40,411) 93,195 52,784
compensation
Stock split 1,162 (1,162) −
Balance ― December 31, 2007 $ 2,324 $ 1,160,814 $ 1,256,822 $ 101,004 $ (426,000) $ 2,094,964
Net income 593,726 593,726
Foreign currency translation (169,378) (169,378)
Loss on treasury locks, net of
amortization and
taxes (1,192) (1,192)
accounted for
as cash flow hedges, net of
$26,920 in taxes (47,245) (47,245)
derivative
year earnings, net of $1,421 in taxes 3,254 3,254
Pension settlement loss, net of $9,693
in taxes 16,503 16,503
Impact after currency effects of
actuarial
gains/losses and plan amendments,
net of $3,917 in taxes 7,911 7,911
Amortization of net actuarial losses
and prior
service credits, net of $2,295 in
taxes 5,219 5,219
Adjustment for change in
measurement date for
postretirement benefit plans 196 (294) (98)
expense 35,627 35,627
Treasury stock issued under stock
option and
other employee benefit plans (30,159) 47,759 17,600
compensation
Stock issued for conversion of
convertible debt 39 (39) −
Balance ― December 31, 2008 $ 2,363 $ 1,188,791 $ 1,850,744 $ (84,218) $ (638,124) $ 2,319,556
51
Notes to Consolidated Financial Statements
Note 1: Summary of Major Accounting Policies

Company Operations — Cameron International Corporation (Cameron or the Company) is a leading provider of flow equipment products,
systems and services to worldwide oil, gas and process industries. Products include oil and gas pressure control and separation equipment,
including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission
processes used in onshore, offshore and subsea applications. Cameron also manufactures and services air and gas compressors and
turbochargers.
The Company’s operations are organized into three business segments — Drilling and Production Systems (DPS), Valves & Measurement
(V&M) and Compression Systems (CS). Additional information regarding each segment may be found in Note 14 of the Notes to Consolidated
Financial Statements.
Principles of Consolidation — The consolidated financial statements include the accounts of the Company and all majority-owned
subsidiaries. Investments from 20% to 50% in affiliated companies are accounted for using the equity method.
Estimates in Financial Statements — The 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 related to the fair value of reporting units for purposes of assessing goodwill for impairment, estimated proceeds from
assets held for sale 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 once the following four criteria are met: (i) persuasive evidence of an
arrangement exists, (ii) delivery of the equipment has occurred or services have been rendered, (iii) the price of the equipment or service is
fixed and determinable and (iv) collectibility is reasonably assured. For certain engineering, procurement and construction-type contracts,
which typically include the Company’s subsea and drilling systems and processing equipment contracts, revenue is recognized in accordance
with Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1). Under
SOP 81-1, the Company recognizes revenue on these contracts using a units-of-completion method. Under the units-of-completion method,
revenue is recognized once the manufacturing process is complete for each unit specified in the contract with the customer, including
customer inspection and acceptance, if required by the contract. This method requires 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. The Company routinely,
and at least quarterly, reviews its estimates relating to total estimated contract profit or loss and recognizes changes in those estimates as they
are determined. Revenue associated with change orders is not included in the calculation of estimated profit on a contract until approved by
the customer. Costs associated with unapproved change orders are deferred if (i) the customer acknowledges a change has occurred and (ii) it
is probable that the costs will be recoverable from the customer. If these two conditions are not met, the costs are included in the calculation
of estimated profit on the project. Anticipated losses on contracts accounted for under SOP 81-1 are recorded in full in the period in which
they become evident.
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, and availability and costs of labor, materials and subcomponents. These factors
can significantly impact the accuracy of the Company’s estimates and materially impact the Company’s future period earnings. Approximately
28%, 21% and 17% of the Company's revenues for the years ended December 31, 2008, 2007 and 2006, respectively, was recognized under SOP
81-1.
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 — The Company considers all investments purchased with original maturities of three months or less to be cash
equivalents.
Short-term Investments — Investments in available-for-sale marketable debt and equity securities are carried at fair value, based on quoted
market prices. Differences between cost and fair value are reflected as a component of accumulated other elements of comprehensive income
until such time as those differences are realized. The basis for computing realized gains or losses is the specific identification method. If the
Company determines that a loss is other than temporary, such loss will be charged to earnings. No material realized gains or losses on short-
term investments were recognized during the years ended December 31, 2008, 2007 and 2006.
Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses that may 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 cost or, if lower, net realizable value. On the basis of current costs, 55% of inventories at
December 31, 2008 and 50% at December 31, 2007 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 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. During 2006, the Company reduced its LIFO inventory
levels in the CS segment resulting in a liquidation of certain low-cost inventory layers. Accordingly, the Company recorded non-cash LIFO
income of $2,091,000 for the year ended December 31, 2006.
52
Plant and Equipment — Property, plant and equipment, both owned and under capital lease, is 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 — In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142),
the Company reviews goodwill at least annually for impairment at the reporting unit level, or more frequently if indicators of impairment are
present. Generally, this review is conducted during the first quarter of each annual period. Due to the significant decline in the Company’s
stock price during the fourth quarter of 2008 and the large drop in oil and gas prices, an updated analysis was conducted as of the end of
2008. In conducting this review, the Company compared the estimated fair value of each reporting unit to its respective book value. The
estimated fair value for the 2008, 2007 and 2006 evaluations was determined using discounted cash flows or other market-related valuation
models. Certain estimates and judgments are required in the application of the fair value models. Each of the evaluations indicated that no
impairment of goodwill was required. The Company’s reporting units for SFAS 142 purposes are the Drilling, Surface, Subsea and Petreco
Process Systems product lines of the DPS segment, the Engineered Valves, Distributed Valves, Process Valves, Measurement Systems
product lines and the Aftermarket Services business of the V&M segment and the Reciprocating and Centrifugal Compression product lines of
the CS segment. See Note 14 of the Notes to Consolidated Financial Statements for further discussion of the Company’s business segments.
Intangible Assets — The Company’s intangible assets, excluding goodwill, represent purchased patents, trademarks, customer lists and other
identifiable intangible assets. The majority of other identifiable intangible assets are amortized on a straight-line basis over the years expected
to be benefited, generally ranging from 5 to 20 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 as of December 31, 2008, 2007 or 2006.
Long-Lived Assets — In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144), long-lived 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 that 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 for disposal of
such assets and those assets meet the held for sale criteria contained in SFAS 144 and are stated at estimated fair value less estimated costs to
sell. No material impairment of long-lived assets was required as of December 31, 2008, 2007 or 2006.
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, including litigation defense costs, claims and other contingent matters,
including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. Such estimates may be based on
advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liability reserves 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.
53
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.
The Company accounts for uncertainties in its income tax positions under the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48), an interpretation of FASB Statement No. 109, Accounting for Income Taxes. Interest related to an
underpayment of income taxes 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 11 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 follows the provisions of Statement of Financial Accounting Standards
No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS 158) with regard to recognition of 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 accounted for under SFAS 158 was December 31, 2008. SFAS 158 did not change the basic approach used by
companies to measure plan assets, benefit obligations and annual net periodic benefit costs. These issues are expected to be addressed by the
Financial Accounting Standards Board (FASB) at a later date. Accordingly, the Company continues to follow the provisions of Statement of
Financial Accounting Standards No. 87, Employers’ Accounting for Pensions (SFAS 87) and Statement of Financial Accounting Standards
No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (SFAS 106) in measuring its plan assets and benefit
obligations as of December 31, 2008 and 2007 and in determining the amount of its net periodic benefit costs for the years ended December 31,
2008, 2007 and 2006.
Stock-Based Compensation — At December 31, 2008, the Company had four stock-based employee compensation plans, which are described
in further detail in Note 8 of the Notes to Consolidated Financial Statements. Effective January 1, 2006, compensation expense for the
Company’s stock-based compensation plans is measured using the fair value method required by Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)). Under SFAS 123(R), 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. Under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS 133), 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 until the underlying transactions are recognized in earnings, at which time any deferred
hedging gains or losses are also recorded in earnings on the same line as 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, 2008, 2007 and 2006 have not been material. The Company may at times also use forward contracts to hedge
foreign currency assets and liabilities. These contracts are not designated as hedges under SFAS 133. Therefore, the changes in fair value of
these contracts are recognized in earnings as they occur and offset gains or losses on the related asset or liability.
Foreign Currency — For most subsidiaries and branches outside the U.S., the local currency is the functional currency. In accordance with
Statement of Financial Accounting Standards No. 52, Foreign Currency Translation, 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, expenses and cash flows at
average exchange rates; and (iii) stockholders’ equity at historical exchange rates. For those subsidiaries for which the local currency is the
functional currency, the resulting translation adjustment is recorded as a component of accumulated other elements of comprehensive income
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 year-end exchange rates.
Revenue, expense and gain and loss accounts of these foreign subsidiaries and branches are remeasured at average exchange rates. 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 loss of $321,000 and $360,000 for the years ended
December 31, 2008 and 2007, respectively, and a gain of $14,414,000 for the year ended December 31, 2006.
Reclassifications and Revisions — Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Pronouncements — In December 2008, the FASB issued FASB Staff Position 132(R)-1 (FSP FAS 132(R)-1) that
provides additional disclosure requirements for postretirement benefit plan assets. Once the Company adopts this FSP prospectively on
December 31, 2009, the Company will be required to disclose how investment allocation decisions are made, the major categories of plan
assets, the inputs and valuation techniques used to measure fair value of the plan’s assets, the effect of fair value measurements using
significant unobservable inputs on changes in plan assets for the period, and significant concentrations of risk within the plan assets. The
Company will provide the required level of disclosures regarding postretirement benefit plan assets for its defined benefit pension plans and
other postretirement benefit plans following adoption on December 31, 2009.
54
In May 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position APB 14-1 (FSP APB 14-1), which clarifies the
accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlements). This FSP
requires the issuer of a convertible debt instrument within its scope to separately account for the liability and equity components of the
instrument in a manner that will reflect the entity’s nonconvertible debt borrowing rate for interest cost when recognized in subsequent
periods. This standard applies to the Company’s existing 1.5% convertible debentures due 2024 (1.5% Convertible Debentures) and 2.5%
convertible debentures due 2026 (2.5% Convertible Debentures), totaling in aggregate $631,109,000 at December 31, 2008. This FSP will be
applied retrospectively to all periods presented in our financial statements once it becomes effective January 1, 2009.
Upon adoption of FSP APB 14-1, effective January 1, 2009, approximately $83,200,000 of the carrying value of the 1.5% and 2.5% Convertible
Debentures will be retrospectively reclassified to either temporary or permanent equity as of January 1, 2007, in order to represent the
estimated remaining value of the conversion option in the convertible debentures at that date. Additionally, beginning retained earnings as of
January 1, 2007, will be retrospectively decreased by approximately $15,100,000 to reflect the amount of additional interest expense, net of tax,
that would have been recorded as of that date from amortization of the discount on the Company’s 1.5% and 2.5% Convertible Debentures as
if those debentures had been accounted for under FSP APB 14-1 since their issuance. The bifurcation of the assumed liability portion of the
debt and the assumed portion of the debt representing the conversion option was based on estimated market borrowing rates of 4.85% and
5.9%, respectively, for debt instruments similar to the 1.5% and 2.5% Convertible Debentures, excluding the conversion options in those
debentures. The discount assigned to the convertible debentures in order to result in interest expense equal to the non-convertible debt
borrowing rates mentioned above will be accreted to interest expense over an estimated five-year life of the convertible debentures. The
estimated life is consistent with an option in the debentures allowing holders to require the Company to repurchase the debentures in whole or
in part for principal plus accrued and unpaid interest five years following the date of issuance. Accordingly, upon adoption of FSP APB 14-1,
the Company’s historical income statements will be retrospectively revised to show approximately $20,500,000 of additional pre-tax non-cash
interest expense, or $0.06 per diluted share, in 2007 and approximately $21,700,000 of additional pre-tax non-cash interest expense, or $0.06 per
diluted share, in 2008. Furthermore, in accordance with the requirements of this FSP, the Company’s historical income statement for 2008 will
also be retrospectively revised to reflect a gain of $2,600,000 in connection with the conversion of $106,891,000 principal amount of the 1.5%
Convertible Debentures that occurred during 2008. Upon adoption, the Company’s consolidated balance sheet at December 31, 2008 will
reflect an increase of $22,100,000 for temporary equity and an increase of $42,500,000 for capital in excess of par value.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires entities to provide greater transparency about
(a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position,
results of operations, and cash flows. The Company will provide the level of required disclosures regarding its use of derivative instruments
upon adoption of this new standard, effective January 1, 2009.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, Business Combinations (SFAS 141R) and
Statement of Financial Accounting Standards No. 160, Accounting and Reporting of Noncontrolling Interest in Consolidated Financial
Statements, an amendment of ARB No. 51 (SFAS 160). These two standards must be adopted in conjunction with each other on a prospective
basis. The most significant changes to business combination accounting pursuant to SFAS 141R and SFAS 160 are the following: (a)
recognize, with certain exceptions, 100 percent of the fair values of assets acquired, liabilities assumed and noncontrolling interests in
acquisitions of less than a 100 percent controlling interest when the acquisition constitutes a change in control of the acquired entity, (b)
acquirers’ shares issued in consideration for a business combination will be measured at fair value on the closing date, not the announcement
date, (c) recognize contingent consideration arrangements at their acquisition date fair values, with subsequent changes in fair value generally
reflected in earnings, (d) the expensing of all transaction costs as incurred and most restructuring costs, (e) recognition of pre-acquisition loss
and gain contingencies at their acquisition date fair values, with certain exceptions, (f) capitalization of acquired in-process research and
development rather than expense recognition and (g) recognize changes that result from a business combination transaction in an acquirer’s
existing income tax valuation allowances and tax uncertainty accruals as adjustments to income tax expense. The Company anticipates these
new standards will significantly affect the Company’s accounting for future business combinations following adoption on January 1, 2009.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 provides entities with an option to measure many financial assets and liabilities and certain other
items at fair value as determined on an instrument-by-instrument basis. SFAS 159 became effective for the Company as of January 1, 2008;
however, the Company did not elect to measure any additional financial instruments at fair value as a result of adopting SFAS 159. Therefore,
there was no impact on the Company’s financial statements at the time of adoption.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), which
defines fair value, establishes a framework for measuring fair value and expands the level of disclosures regarding fair value. SFAS 157 also
emphasizes that fair value is a market-based measurement rather than an entity-specific measurement. The Company adopted the provisions of
SFAS 157 relating to financial assets and liabilities and other assets and liabilities carried at fair value on a recurring basis effective on January
1, 2008, as required. As allowed by FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, the Company elected to defer
the adoption of SFAS 157 with respect to all remaining nonfinancial assets and liabilities until January 1, 2009. There was no material impact
on the Company’s financial statements at the time of adoption; however, the Company does expect that this new standard will impact certain
aspects of its accounting for business combinations on a prospective basis, including the determination of fair values assigned to certain
purchased assets and liabilities.
55
Note 2: Acquisitions
During 2008, the Company acquired the assets or capital stock of seven businesses for a total cash purchase price of $191,681,000. In
addition, the Company may be required to pay up to approximately $3,000,000 in each of the next two years as additional contingent purchase
price for one of the businesses acquired depending on the level of annual financial performance achieved by that business during the next two
year period. These businesses were acquired to enhance the Company’s product offerings and to strengthen the Company’s ability to deliver
a broader range of solutions to its customers in the DPS segment’s drilling, surface and flow control businesses and in the V&M segment’s
measurement business. Preliminary goodwill recorded as a result of these acquisitions totaled approximately $119,330,000 at December 31,
2008, approximately 79% of which will be deductible for income tax purposes. Additionally, preliminary identified intangible assets totaling
approximately $44,529,000 were also recorded as of December 31, 2008. The Company is still awaiting significant information relating to the fair
value of the assets and liabilities of certain of the acquired businesses in order to finalize the purchase price allocations.
During 2007, the Company acquired the assets or capital stock of four businesses for a total cash purchase price of $76,386,000. These
businesses were bought to enhance the Company’s product offerings in its subsea and oil, gas and water separation applications product
lines in the DPS segment and in the measurement and aftermarket businesses of the V&M segment. Total goodwill recorded from these
acquisitions was approximately $35,590,000. Adjustments to goodwill totaling nearly $24,140,000 were recorded during 2008 upon the
finalization of the purchase price allocations from the prior year acquisitions based on receipt of information in 2008 relating to the fair value of
the assets and liabilities acquired and for the recording of certain tax contingencies in connection with the acquired businesses.
Note 3: Receivables
Receivables consisted of the following:
December 31,
(dollars in thousands) 2008 2007
Trade receivables $ 897,453 $ 747,006

Other receivables 62,557 58,709
Allowance for doubtful accounts (9,648) (8,244)
Total receivables $ 950,362 $ 797,471
Note 4: Inventories
Inventories consisted of the following:
December 31,
Raw materials $ 126,649 $ 121,071

Work-in-process 403,791 454,309
Finished goods, including parts and subassemblies 931,168 947,254
Other 10,197 8,528
1,471,805 1,531,162
Excess of current standard costs over LIFO costs (85,240) (67,704)
Allowance for obsolete and excess inventory (49,640) (50,055)
Total inventories $ 1,336,925 $ 1,413,403
Note 5: Plant and Equipment, Goodwill and Other Assets

Plant and equipment consisted of the following:
December 31,
Land and land improvements $ 48,067 $ 50,648

Buildings 347,034 337,098
Machinery and equipment 800,965 770,894
Tooling, dies, patterns, etc. 106,511 97,384
Office furniture & equipment 123,734 117,235
Capitalized software 129,305 112,243
Assets under capital leases 28,624 25,534
Construction in progress 160,299 99,191
All other 22,107 16,409
1,766,646 1,626,636
Accumulated depreciation (834,999) (805,532)
Total plant and equipment, net $ 931,647 $ 821,104
56
Changes in goodwill during 2008 were as follows:
(dollars in thousands) DPS V&M CS Total
Balance at December 31, 2007 $ 305,236 $ 280,361 $ 62,222 $ 647,819

Current year acquisitions 103,883 15,447 − 119,330
Changes primarily associated with adjustments to prior year
acquisitions –related to tax
contingencies and finalization of purchase price allocations (15,602) (8,538) − (24,140)
Translation and other (24,236) (9,556) − (33,792)
Balance at December 31, 2008 $ 369,281 $ 277,714 $ 62,222 $ 709,217
Other assets consisted of the following:

December 31,
Funded status of overfunded defined benefit pension plans $ − $ 8,087

Deferred income taxes 23,507 29,313
Other intangibles:
Nonamortizable 1,368 1,368
Gross amortizable 163,050 118,333
Accumulated amortization (46,575) (31,813)
Other 63,714 64,677
Total other assets $ 205,064 $ 189,965
Amortization associated with the Company’s capitalized software and other amortizable intangibles (primarily patents, trademarks, customer
lists and other) recorded as of December 31, 2008 is expected to approximate $29,409,000, $21,611,000, $15,923,000, $12,037,000 and $8,424,000
for the years ending December 31, 2009, 2010, 2011, 2012 and 2013, respectively.
Note 6: Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:
December 31,
Trade accounts payable and accruals $ 525,507 $ 517,692

Salaries, wages and related fringe benefits 164,411 155,048
Advances from customers 855,872 756,441
Sales-related costs and provisions 85,565 87,253
Payroll and other taxes 39,409 35,904
Product warranty 33,551 29,415
Fair market value of derivatives 35,715 241
Other 114,122 95,060
Total accounts payable and accrued liabilities $ 1,854,152 $ 1,677,054
Additional information relating to the Company’s outstanding derivative contracts as of December 31, 2008 may be found in Note 17 of the
Notes to Consolidated Financial Statements.
Activity during the year associated with the Company’s product warranty accruals was as follows (dollars in thousands):
Net Charges
Balance Warranty Against Translation Balance
December 31, 2007 Provisions Accrual and Other December 31, 2008
$ 29,415 $ 32,603 $ (26,025) $ (2,442) $ 33,551
Note 7: Employee Benefit Plans

As of December 31, 2008, the Company sponsored separate defined benefit pension plans for employees of its United Kingdom (U.K.) and
German subsidiaries as well as several unfunded defined benefit arrangements for various other employee groups. The U.K. defined benefit
pension plan was frozen to new entrants effective June 14, 1996.
57
In June 2007, the Company notified employees and beneficiaries that it had elected to terminate the Cameron International Corporation
Retirement Plan (Retirement Plan) as well as certain related unfunded supplemental plans, which covered the majority of salaried U.S.
employees and certain domestic hourly employees at the time the Retirement Plan was frozen to new entrants, effective May 1, 2003. In
addition, the Company curtailed future benefits from being earned under the Retirement Plan, effective December 31, 2007. The Company
distributed the assets of the Retirement Plan in two phases. The first phase occurred during the fourth quarter of 2007 and included former
employees who were participants in the Retirement Plan. In connection with this initial distribution of plan assets and the curtailment of future
benefits from the Retirement Plan, the Company recorded a pre-tax settlement loss of $37,704,000 and a pre-tax curtailment gain of $1,979,000,
for a net charge in 2007 of $35,725,000. During the fourth quarter of 2008, the Company recorded an additional settlement loss of $26,196,000 in
connection with the final distribution of plan assets to current employees who were participants in the Retirement Plan and any others not
covered by the initial distribution of plan assets during 2007. At December 31, 2008, approximately $5,328,000 of excess plan assets remained
following settlement of all remaining plan obligations. These assets are available for use by the Company in meeting its cash funding
obligations for matching contributions under the Cameron International Corporation Retirement Savings Plan, a defined contribution 401(k)
plan for its eligible United States-based employees.
Certain of the Company’s employees also participate in various domestic employee welfare benefit plans, including medical, dental and
prescriptions. Additionally, certain employees receive retiree medical, prescription and life insurance benefits. All of the welfare benefit plans,
including those providing postretirement benefits, are unfunded.
Total net benefit plan expense (income) associated with the Company’s defined benefit pension and postretirement benefit plans consisted
of the following:
Postretirement
Pension Benefits Benefits
(dollars in thousands) 2008 2007 2006 2008 2007 2006
Service cost $ 3,867 $ 9,039 $ 8,830 $ 3 $ 5 $ 6

Interest cost 20,315 25,129 23,046 1,075 1,211 1,334
Expected return on plan assets (22,113) (33,444) (31,500) − − −
Amortization of prior service cost
(credit) 15 (540) (525) (382) (383) (383)
Amortization of losses (gains)
and other 9,365 14,065 11,203 (1,484) (1,078) (979)
Net benefit plan expense (income)

before
settlement loss and curtailment
gain 11,449 14,249 11,054 (788) (245) (22)
Settlement loss 26,196 37,704 − − − −

Curtailment gain − (1,979) − − − −
Total net benefit plan expense

(income) $ 37,645 $ 49,974 $ 11,054 $ (788) $ (245) $ (22)
Net benefit plan expense (income):

U.S. plans $ 29,701 $ 42,065 $ 4,804 $ (788) $ (245) $ (22)
Foreign plans 7,944 7,909 6,250 − − −
Total net benefit plan

expense( income) $ 37,645 $ 49,974 $ 11,054 $ (788) $ (245) $ (22)
Included in accumulated other elements of comprehensive income at December 31, 2008 and 2007 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, 2009:
Year Ending
December 31,
December 31, 2008 December 31, 2007 2009
Expected
(dollars in thousands) Before Tax After Tax Before Tax After Tax Amortization
Pension benefits:
Prior service cost $ (44) $ (28) $ (58) $ (36) $ (14)
Actuarial losses, net (75,145) (54,075) (113,897) (79,215) (5,330)
Post retirement benefits:

Prior service credit 5,816 3,664 2,295 1,417 890
Actuarial gains 18,018 11,351 15,233 9,406 1,915
$ (51,355) $ (39,088) $ (96,427) $ (68,428) $ (2,539)
58
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 is as follows:
Postretirement
(dollars in thousands) 2008 2007 2008 2007
Benefit obligation at beginning of year $ 389,820 $ 487,407 $ 17,825 $ 23,264

Service cost 3,867 9,039 3 5
Interest cost 20,315 25,129 1,075 1,211
Plan participants’ contributions 930 1,002 − −
Actuarial losses (gains) (20,588) 12,693 (4,639) (3,884)
Exchange rate changes (73,144) 4,387 − −
Benefits and expenses paid from plan assets (98,878) (70,046) − −
Benefits paid directly by the Company (3,679) (522) (1,571) (2,771)
Plan amendments − − (3,999) −
Acquisitions 2,697 − − −
Change in plan measurement date − − 269 −
Curtailments − (1,695) − −
Purchase of annuity contracts − (77,574) − −
Benefit obligation at end of year $ 221,340 $ 389,820 $ 8,963 $ 17,825
Benefit obligation at end of year:

U.S. plans $ 12,872 $ 99,921 $ 8,963 $ 17,825
Foreign plans 208,468 289,899 − −
Benefit obligation at end of year $ 221,340 $ 389,820 $ 8,963 $ 17,825
The total accumulated benefit obligation for the Company’s defined benefit pension plans was $194,813,000 and $350,849,000 at December
31, 2008 and 2007, respectively.
The change in the plan assets associated with the Company’s defined benefit pension and postretirement benefit plans is as follows:
Postretirement
Fair value of plan assets at beginning of year $ 368,381 $ 467,428 $ − $ −

Actual return on plan assets (21,076) 35,860 − −
Actuarial gains − − − −
Company contributions 12,225 8,463 − −
Plan participants’ contributions 930 1,002 − −
Exchange rate changes (65,359) 3,248 − −
Acquisitions 2,585 − − −
Purchase of annuity contracts − (77,574) − −
Benefits and expenses paid from plan assets (102,557) (70,046) − −
Fair value of plan assets at end of year $ 195,129 $ 368,381 $ − $ −
Fair value of plan assets at end of year:

U.S. plans $ 15,764 $ 102,707 $ − $ −
Foreign plans 179,365 265,674 − −
Fair value of plan assets at end of year $ 195,129 $ 368,381 $ − $ −
The funded status of the Company’s defined benefit pension and postretirement benefit plans is as follows:
Postretirement
Overfunded plans $ 5,328 $ 8,087 $ − $ −

Underfunded plans (31,539) (29,526) (8,963) (17,825)
Funded status $ (26,211) $ (21,439) $ (8,963) $ (17,825)
59
Actual asset investment allocations for the Company’s main defined benefit pension plans in the United States and the United Kingdom,
which account for approximately 89% of total plan assets, are as follows:
Pension Benefits
U.S. plan:
Equity securities − 2%
Fixed income debt securities, cash and other 100% 98%
U.K. plan:
Equity securities 44% 49%
Fixed income debt securities, cash and other 56% 51%
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, 2008 and 2007, the investment strategy has been designed to approximate the
performance of market indexes. The asset allocations for the U.S. plan at December 31, 2008 and 2007 were heavily weighted towards fixed
income debt securities, cash and other short-term investments due to the plan termination announced during 2007 as discussed above. The
Company has modified its targeted allocation for the U.K. Plan for 2009 and beyond to be approximately 54% in equities, 40% in fixed income
debt securities and 6% in real estate and other.
During 2008, the Company made contributions totaling $12,225,000 to the assets of its various defined benefit pension plans. Contributions
to plan assets for 2009 are currently expected to approximate $40,000,000, assuming no change in the current discount rate or expected
investment earnings.
The weighted-average assumptions associated with the Company’s defined benefit pension and postretirement benefit plans were as follows:
Postretirement
2008 2007 2008 2007
Assumptions related to net benefit costs:

Domestic plans:
Discount rate 5.0 – 6.25% 5.0 – 5.75% 6.25% 5.5%
Expected return on plan assets 5.25% 5.25 – 8.25% – −
Rate of compensation increase – 4.5% – −
Health care cost trend rate – − 7.5% 9.0%
Measurement date 1/1/2008 1/1/2007 10/1/2007 10/1/2006
International plans:
Discount rate 5.25 – 5.75% 4.5 – 5.0% – −
Expected return on plan assets 4.5 – 6.75% 4.5 – 6.75% – −
Rate of compensation increase 2.75 – 4.5% 2.75 – 4.0% – −
Measurement date 1/1/2008 1/1/2007 – −
Assumptions related to end-of-period benefit obligations:

Domestic plans:
Discount rate 5.08 – 6.52% 5.0 – 6.25% 6.52% 6.25%
Rate of compensation increase – 4.5% – −
Health care cost trend rate – − 7.5% 8.0%
Measurement date 12/31/2008 12/31/2007 12/31/2008 10/1/2007
International plans:
Discount rate 5.75 – 6.25% 5.25 – 5.75% – −
Rate of compensation increase 3.0 – 4.5% 2.75 – 4.5% – −
Measurement date 12/31/2008 12/31/2007 – −
The Company’s discount rate assumptions for its U.S. postretirement benefits plan and its U.K. defined benefit pension plan 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 foreign plans reflect local economic conditions and the Company’s compensation strategy
in those locations.
60
The health care cost trend rate is assumed to decrease gradually from 7.5% to 5.0% by 2019 and remain at that level thereafter. A one-
percentage-point change in the assumed health care cost trend rate would have the following effects:
One-
One- percentage-
percentage- point
(dollars in thousands) point Increase Decrease
Effect on total of service and interest cost components in 2008 $ 18 $ (16)

Effect on postretirement benefit obligation as of December 31, 2008 $ 270 $ (245)
Year-end 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 Accumulated Benefit

Obligation in Excess Obligation in Excess
of Plan Assets of Plan Assets
Fair value of applicable plan assets $ 179,761 $ 266,070 $ 7,005 $ 6,692

Projected benefit obligation of applicable plans $ (211,300) $ (295,596) $ − $ −
Accumulated benefit obligation of applicable plans $ − − $ (13,712) $ (17,062)
Future expected benefit payments are as follows:
Postretirement
U.S. Unfunded U.S. Funded Foreign U.S. Unfunded
(dollars in thousands) Plans Plans Funded Plans Plan
Year ended December 31:

2009 $ 211 $ 10,040 $ 4,759 $ 1,169
2010 $ 158 $ – $ 5,200 $ 967
2011 $ 162 $ – $ 5,508 $ 932
2012 $ 153 $ – $ 6,414 $ 880
2013 $ 142 $ – $ 6,575 $ 847
2014 - 2018 $ 797 $ – $ 44,942 $ 3,671
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. In connection with the termination of the Retirement Plan, as described above, the Company
modified the Retirement Savings Plan, effective January 1, 2008, to provide enhanced benefits to eligible employees. Beginning January 1,
2008, the Company provides nondiscretionary retirement contributions to the Retirement Savings Plan on behalf of each eligible employee
equal to 3% of their defined pay (prior to January 1, 2008, the Company made cash contributions for hourly employees who were not covered
under collective bargaining agreements and contributed 2% of pay for new employees hired after May 1, 2003, dependent on the Company
meeting certain specified financial objectives). 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. Prior to January 1, 2008, the Company matched up to 100% of the first 3% of pay contributed by each
eligible employee and up to 50% of the next 3% of eligible employee contributions. 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 under
this plan for the years ended December 31, 2008, 2007 and 2006 amounted to $19,584,000, $13,228,000 and $10,524,000, 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 matching contributions in
cash based on specified formulas. Expense with respect to these various defined contribution and government-mandated plans for the years
ended December 31, 2008, 2007 and 2006 amounted to $33,846,000, $17,437,000 and $19,045,000, respectively.
Note 8: Stock-Based Compensation Plans

The Company has grants outstanding under four equity compensation plans, only one of which, the 2005 Equity Incentive Plan (2005 EQIP), is
currently available for future grants of equity compensation awards to employees and non-employee directors. The other three plans, which
continue to have options outstanding at December 31, 2008, are the Company’s Long-Term Incentive Plan, as Amended and Restated as of
November 2002, the Broadbased 2000 Incentive Plan and the Second Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors. Options granted under the Company’s four 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.
61
Stock-based compensation expense recognized under the provisions of SFAS 123(R) was as follows:

Outstanding restricted and deferred stock unit grants $ 20,084 $ 15,610 $ 9,974
Unvested outstanding stock option grants 15,543 15,773 15,594
Total stock-based compensation expense $ 35,627 $ 31,383 $ 25,568
The total income statement tax benefit recognized from stock-based compensation arrangements during the years ended December 31, 2008,
2007 and 2006 totaled approximately $13,182,000, $12,004,000 and $9,780,000, respectively.
Stock option awards

Options with terms of seven years are granted to officers and other key employees of the Company under the 2005 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 vest in one-third increments each year on the
anniversary date following the date of grant, based on continued employment. Grants made in previous years to officers and other key
employees under the Long-Term and Broadbased Incentive Plans provide similar terms, except that the options terminate after ten years rather
than seven.
A summary of option activity under the Company’s stock compensation plans as of and for the year ended December 31, 2008 is presented
below:
Weighted-
Average Aggregate
Weighted- Remaining Intrinsic
Average Contractual Value
Exercise Term (in (dollars in
Options Shares Price years) thousands)
Outstanding at January 1, 2008 7,659,178 $ 25.15

Granted 1,509,000 22.25
Exercised (1,708,105) 16.73
Forfeited (62,497) 29.94
Expired (28,800) 11.84
Outstanding at December 31, 2008 7,368,776 $ 26.52 5.10 $ 12,054
Vested at December 31, 2008 or expected to vest in the future 7,336,195 $ 26.51 5.09 $ 12,053
Exercisable at December 31, 2008 3,853,478 $ 22.96 4.23 $ 11,094
At
December 31,
2008
Stock-based compensation cost not yet recognized under the straight-line method (dollars in thousands) $ 15,495
Weighted-average remaining expense recognition period (in years) 1.93
The fair values per share of option grants for the years ended December 31, 2008, 2007 and 2006 were estimated using the Black-Scholes-
Merton option pricing formula with the following weighted-average assumptions:
2008 2007 2006
Expected life (in years) 3.3 2.6 2.4

Risk-free interest rate 1.7% 3.4% 4.6%
Volatility 36.8% 31.2% 30.2%
Expected dividend yield 0.0% 0.0% 0.0%
62
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:
2008 2007 2006
Grant-date fair value per option $ 6.31 $ 10.32 $ 6.08

Intrinsic value of options exercised (dollars in thousands) $ 59,921 $ 95,203 $ 71,178
Average intrinsic value per share of options exercised $ 35.08 $ 23.69 $ 12.27
Restricted and deferred stock unit awards

During 2005, the Company began issuing restricted stock units with no exercise price to key employees in place of stock options. During 2008
and 2007, grants of restricted stock units were made to officers and key employees. Approximately 72,634 and 235,433 of the restricted stock
unit grants during 2008 and 2007, respectively, contained performance-based conditions which were fully satisfied based on the Company’s
full-year 2008 and 2007 financial performance against certain targets. The restricted stock units granted to officers and other key employees
during 2008 and 2007 generally provided for three-year 100% cliff vesting on the third anniversary of the date of grant, based on continued
employment. The restricted stock units granted to officers during 2006 generally provided for 12.5% vesting on each of the first and second
anniversaries of the date of grant and a final vesting of 75% on the third anniversary of the date of grant, based on continued employment.
Restricted stock units granted to other key employees during 2006 generally provided for 25% vesting on the second anniversary of the date
of grant and a final vesting of 75% on the third anniversary of the date of grant, based on continued employment, whereas restricted stock
units granted prior to January 1, 2006 generally provided for 25% vesting on each of the first and second anniversaries of the grant date and a
final vesting of 50% on the third anniversary of the grant date, based on continued employment.
Under an update to the Compensation Program for Non-Employee Directors approved by the Board of Directors in May 2008, non-employee
directors are entitled to receive an annual number of deferred stock units that is 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 stock unit award activity under the Company’s stock compensation plans as of and for the year ended December
31, 2008 is presented below:
Weighted-
Average
Grant Date
Restricted Stock Units Units Fair Value
Nonvested at January 1, 2008 1,611,572 $ 23.21

Granted 639,799 36.40
Vested (405,560) 16.03
Forfeited (45,942) 29.66
Nonvested at December 31, 2008 1,799,869 $ 30.16
At
December 31,
2008
Stock-based compensation cost not yet recognized under the straight-line method (dollars in thousands) $ 20,244
Weighted-average remaining expense recognition period (in years) 1.20
The intrinsic value of restricted stock units vesting during the years ended December 31, 2008, 2007 and 2006 was $19,278,000, $5,277,000 and
$3,451,000, respectively.
During the years ended December 31, 2008, 2007 and 2006, respectively, a total of 639,799, 708,042 and 787,054 restricted stock units (post-
split) at a weighted-average grant date fair value of $36.40, $29.04 and $20.82 per share (post-split) were granted. The fair value of restricted
stock units is determined based on the closing trading price of the Company’s common stock on the grant date.
At December 31, 2008, 1,102,091 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.
63
Note 9: Debt
The Company’s debt obligations were as follows:
December 31,
Short-term borrowings under revolving credit facility $ 14,482 $ −

Senior notes, net of $2,028 of unamortized original issue discount at December 31, 2008 747,972 −
Convertible debentures 631,109 738,000
Other debt 10,941 3,671
Obligations under capital leases 13,945 12,223
1,418,449 753,894
Current maturities (162,064) (8,766)
Long-term portion $ 1,256,385 $ 745,128
On June 26, 2008, the Company issued $450,000,000 in aggregate principal amount of 6.375% Senior Notes due July 15, 2018 (the “2018 Notes”)
and $300,000,000 in aggregate principal amount of 7.0% Senior Notes due July 15, 2038 (the “2038 Notes” and, together with the 2018 Notes,
the “Notes”). The Company will pay interest on the Notes on January 15 and July 15 of each year, beginning on January 15, 2009. The
Company may redeem some of the Notes from time to time or all of the Notes at any time at redemption prices that include accrued and unpaid
interest and a make-whole premium as defined in the respective supplemental indentures (the Supplemental Indentures). In the event of the
occurrence of a Change of Control Repurchase Event, as defined in the Supplemental Indentures, the holders of the Notes may require the
Company to repurchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest. The Notes
are senior unsecured obligations of the Company and rank equally with all of the Company’s other existing unsecured and unsubordinated
debt.
On April 14, 2008, the Company entered into a new multicurrency revolving credit facility providing for borrowings up to $585,000,000. The
new facility, which replaced the existing $350,000,000 multicurrency revolving credit facility, expires on April 14, 2013. The facility allows the
Company to borrow funds at the London Interbank Offered Rate (LIBOR) plus 40 basis points (including a facility fee), 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 10-
basis-point fee is incurred. The Company, at its option, may also borrow at other specified rates as defined in the credit facility. Additionally,
the Company is required to maintain a total debt-to-capitalization ratio of no more than 60% during the term of the agreement. As of December
31, 2008, the Company had Pound Sterling borrowings outstanding totaling £10,000,000, under its $585,000,000 multicurrency revolving credit
facility at an interest rate of 4.20% with a maturity date of January 20, 2009.
On April 16, 2007, the Company redeemed all $200,000,000 of its outstanding 2.65% Senior Notes (the Senior Notes) using available cash on
hand.
On May 23, 2006, the Company issued $500,000,000 of twenty-year senior convertible debentures, due June 15, 2026, that pay interest semi-
annually at a rate of 2.5% on each June 15 and December 15, beginning December 15, 2006. The Company has the right to redeem the 2.5%
Convertible Debentures at any time on or after June 20, 2011, at principal plus accrued and unpaid interest. Holders may require the Company
to repurchase all or a portion of the 2.5% Convertible Debentures on June 15 of 2011, 2016 and 2021, or at any time the Company undergoes a
fundamental change as defined in the debenture agreement, for principal plus accrued and unpaid interest. Prior to June 15, 2011, holders may
also convert their debenture holdings into shares of common stock at a conversion rate of 28.2656 shares of common stock per $1,000 principal
amount, or $35.38 per share (post-split basis), only under the following circumstances:
• during any quarter after June 30, 2006, if the closing price of the Company’s common stock exceeds 130% of the then-
current conversion price for at least 20 consecutive trading days in the 30 consecutive trading day period ending on the
last trading day of the immediately preceding quarter;
• during the five business-day period after any five consecutive trading day period in which the trading price per
debentures for each day of the period was less than 97% of the product of the last reported sales price of the Company’s
common stock and the current conversion rate;
• upon the occurrence of specified corporate events; or
• upon receipt of a notice of redemption by the Company.
Holders may also convert the 2.5% Convertible Debentures into shares of common stock at any time on or after June 15, 2011 without
meeting the above provisions. In either case involving conversion by the holders, any amount due up to and including the principal amount of
the debt and accrued but unpaid interest will be satisfied in cash by the Company. The portion of the conversion value of the debt in excess of
principal may, at the option of the Company, be satisfied in either cash or shares of the Company’s common stock. The initial conversion rate
is subject to adjustment based on certain specified events or in the event the Company undergoes a fundamental change as defined. As part
of the offering of the 2.5% Convertible Debentures, the Company agreed to file a shelf registration statement related to the resale of the
debentures and the common stock issuable upon conversion of the debentures within a specified period of time and to have the registration
statement become effective and maintain effectiveness during periods specified in the debenture agreement. This registration statement was
filed timely by the Company on August 14, 2006. If the registration statement subsequently ceases to be effective, the Company could be
subject to liquidated damage payments of up to 0.50% per year on the principal amount of the 2.5% Convertible Debentures, payable on June
15 and December 15 of each year during the period that the registration statement is not effective, as defined in the debenture agreement.
Immediately following the offering, the Company used approximately $190,220,000 of the proceeds to purchase 8,333,830 shares of the
Company’s common stock at an average cost of $22.83 per share (post-split basis). Remaining proceeds from the offering are available for
acquisitions, further share repurchases and general corporate uses.
64
During 2004, the Company issued an aggregate amount of $238,000,000 of twenty-year convertible debentures due 2024 with an interest rate of
1.5%, payable semi-annually on May 15 and November 15. The Company has the right to redeem the 1.5% Convertible Debentures anytime
after May 15, 2009 at the principal amount plus accrued and unpaid interest, and the debenture holders have the right to require the Company
to repurchase the debentures on the fifth, tenth and fifteenth anniversaries of the issue. The 1.5% Convertible Debentures are convertible into
the Company’s common stock at a rate of 57.9428 shares per debenture, or $17.26 per share (post-split basis). The holders can convert the
debentures into the Company’s common stock only under the following circumstances:
• during any quarter in which the sales price of the Company’s common stock exceeds 120% of the conversion price for at
least 20 consecutive trading days in the 30 consecutive trading day period ending on the last trading day of the
immediately preceding quarter;
• during any five consecutive trading day period immediately following any five consecutive trading day period in which
the average trading price for the debentures is less than 97% of the average conversion value of the debentures;
• upon fundamental changes in the ownership of the Company’s common stock, which would include a change of control
as defined in the debenture agreement.
The Company has elected to use the “cash pay” provision with respect to its 1.5% Convertible Debentures for any debentures tendered for
conversion or designated for redemption. Under this provision, the Company will satisfy in cash its conversion obligation for 100% of the
principal amount of any debentures submitted for conversion, with any remaining amount to be satisfied in shares of the Company’s common
stock.
During 2008, the Company notified the holders of its 1.5% and 2.5% Convertible Debentures of their rights under the terms of the debentures
to request conversion of those debentures. As a result of conversions by the holders, $106,891,000 principal value of the 1.5% Convertible
Debentures were repaid by the Company in cash during 2008 along with the issuance of 3,975,147 new shares of the Company’s common stock
to satisfy the excess of the conversion value of the debentures over the principal balance. The Company has included the remainder of its
1.5% Convertible Debentures, totaling $131,109,000, in the current portion of long-term debt in the Consolidated Balance Sheet at December 31,
2008 as holders of those debentures have the right to require the Company to repurchase them on May 15, 2009.
See Note 1 of the Notes to Consolidated Financial Statements for further information on the impact on accounting for the 1.5% and 2.5%
Convertible Debentures upon the adoption of FSP APB 14-1, effective January 1, 2009.
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.
Other debt, some of which is held by entities located in countries with high rates of inflation, has a weighted-average interest rate of 15.8% at
December 31, 2008 (12.8% at December 31, 2007). Future maturities of the Company’s debt (excluding capital leases) are approximately
$156,517,000 in 2009, $15,000 in 2010, $500,000,000 in 2011, and $747,972,000 thereafter. Maturities in 2009 and 2011 are mainly related to the
1.5% Convertible Debentures and the 2.5% Convertible Debentures, which the holders have the right to require the Company to repurchase on
May 15, 2009 and June 15, 2011, respectively. Maturities thereafter are related to the 6.375% and 7.0% Senior Notes issued during 2008.
Interest paid during the years ended December 31, 2008, 2007 and 2006 approximated $47,448,000, $17,279,000 and $19,515,000, respectively.
65
Note 10: Leases

The Company leases certain facilities, office space, vehicles and office, data processing and other equipment under capital and operating
leases. Rental expenses for the years ended December 31, 2008, 2007 and 2006 were $49,582,000, $42,709,000 and $32,148,000, 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
Lease Lease
(dollars in thousands) Payments Payments
Year ended December 31:

2009 $ 5,722 $ 22,776
2010 3,807 23,976
2011 2,636 17,791
2012 1,140 14,501
2013 1,017 18,359
Thereafter − 39,008
Future minimum lease payments 14,322 136,411

Less: amount representing interest (377) −
Lease obligations at December 31, 2008 $ 13,945 $ 136,411
Note 11: Income Taxes

The components of income before income taxes were as follows:
Income before income taxes:

U.S. operations $ 354,873 $ 307,895 $ 202,444
Foreign operations 517,185 400,580 286,157
Income before income taxes $ 872,058 $ 708,475 $ 488,601
The provisions for income taxes were as follows:

Current:
U.S. federal $ 142,306 $ 64,497 $ 28,738
U.S. state and local 708 4,143 3,370
Foreign 139,298 99,725 85,036
282,312 168,365 117,144
Deferred:
U.S. federal (17,997) 27,764 45,157
U.S. state and local 3,406 (3,120) 6,791
Foreign 10,611 14,606 1,693
(3,980) 39,250 53,641
Income tax provision $ 278,332 $ 207,615 $ 170,785
66
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:
U.S. federal statutory rate 35.00% 35.00% 35.00%

State and local income taxes 0.79 0.95 1.53
Tax exempt income − − (0.50)
Foreign statutory rate differential (4.86) (3.47) (3.72)
Change in valuation allowance on deferred tax assets 0.71 (1.52) (0.39)
Nondeductible expenses 0.59 1.28 1.55
Foreign income currently taxable in U.S. 0.58 0.59 1.33
Change in utilization of certain foreign tax credits − (2.26) −
All other (0.89) (1.26) 0.15
Total 31.92% 29.31% 34.95%
Total income taxes paid $ 159,680 $ 199,283 $ 64,111
Components of deferred tax assets (liabilities) were as follows:

December 31,
Deferred tax liabilities:

Plant and equipment $ (43,818) $ (19,121)
Inventory (38,769) (52,217)
Pensions − (2,673)
Other (13,477) (31,487)
Total deferred tax liabilities (96,064) (105,498)
Deferred tax assets:

Postretirement benefits other than pensions 12,472 13,143
Reserves and accruals 54,519 53,582
Net operating losses and related deferred tax assets 23,237 26,321
Pensions 7,998 −
Other 24,218 6,929
Total deferred tax assets 122,444 99,975
Valuation allowance (28,748) (33,907)
Net deferred tax liabilities $ (2,368) $ (39,430)
The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized an
increase of $13,888,000 in the liability for unrecognized tax benefits along with (i) a corresponding decrease of $4,996,000 in the January 1, 2007
balance of retained earnings, (ii) a decrease of $2,000,000 in capital in excess of par relating to amounts previously recognized in connection
with the tax benefit of employee stock benefit plan transactions and (iii) an increase in deferred tax assets of $6,892,000. This adjustment
resulted in a total amount of unrecognized tax benefits at January 1, 2007 of $42,789,000.
67
Changes in the Company’s unrecognized tax benefits were as follows:

Balance at beginning of year $ 47,344 $ 42,789

Increases due to tax positions taken prior to the fiscal year 240 2,850
Increases due to tax positions taken during the fiscal year 3,805 7,943
Decreases relating to settlements with tax authorities (3,170) (2,412)
Decreases resulting from the lapse of applicable statutes of limitation (1,552) (5,727)
Net (decrease) increase due to translation and interest (56) 1,901
Balance at end of year $ 46,611 $ 47,344
The Company is not currently aware of any adjustments that may occur that would materially increase or decrease the amount of its
unrecognized tax benefits during the next twelve-month period or any material amounts included as unrecognized tax benefits at December 31,
2008 that, if recognized, would not impact the Company’s effective income tax rate.
There were no material payments for interest or penalties for the years ended December 31, 2008, 2007 or 2006. Also, there were no material
accruals for unpaid interest or penalties at December 31, 2008 or 2007.
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
2000 2005 2001 2006 2004 2003 2002 2004
Primarily due to changes in estimates concerning the realizability of certain deferred tax assets, valuation allowances increased in 2008 by
$7,103,000, decreased in 2007 by $6,897,000 and increased in 2006 by $2,902,000, with a corresponding offset in the Company’s income tax
expense. In addition, valuation allowances were established in 2007 in the amount of $7,400,000, to offset the tax benefit of net operating losses
and other deferred tax assets recorded as part of international acquisitions. Similar valuation allowances established in prior years were
reduced in 2008 and 2007 by $7,650,000 and $591,000, respectively, with a corresponding offset to goodwill. Certain valuation allowances are
recorded in the non-U.S. dollar functional currency of the respective operation and the U.S. dollar equivalent reflects the effects of translation.
The valuation allowance decreased in 2008 by $4,612,000 and increased in 2007 and 2006 by $3,830,000 and $1,728,000, respectively, due to
translation.
At December 31, 2008, the Company had a net operating loss carryforward in Brazil of approximately $31,000,000 which has no expiration
period, and U.S. state net operating loss carryforwards with various expiration periods. The Company had a valuation allowance of $28,748,000
as of December 31, 2008 against these net operating loss carryforwards and other deferred tax assets. The Company has considered all
available evidence in assessing the need for the valuation allowance, including future taxable 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 asset in the
future, an adjustment to the net deferred tax asset would be charged to income in the period such determination was made.
The tax benefit that the Company receives with respect to certain stock benefit plan transactions is credited to capital in excess of par value
and does not reduce income tax expense. This benefit amounted to $22,548,000, $32,239,000 and $23,284,000 in 2008, 2007 and 2006,
respectively.
The Company considers all unremitted earnings of its foreign subsidiaries, except certain amounts primarily earned before 2003 and amounts
previously subjected to tax in the U.S., to be permanently reinvested. An estimate of the amounts considered permanently reinvested is
$1,437,000,000. 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 in which it has been granted tax holidays. Currently the benefit of these holidays is not material.
Note 12: Stockholders’ Equity

Common Stock
On December 7, 2007, stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 400,000,000. Additionally, effective December
28, 2007, the Company implemented a 2-for-1 stock split in the form of a stock dividend at that date.
In February 2006, the Company’s Board of Directors changed the number of shares of the Company’s common stock authorized for repurchase
from the 5,000,000 shares authorized in August 2004 to 10,000,000 shares in order to reflect the 2-for-1 stock split effective December 15, 2005.
This authorization was subsequently increased to 20,000,000 in connection with the 2-for-1 stock split effective December 28, 2007 and
eventually to 30,000,000 by a resolution adopted by the Board of Directors on February 21, 2008. Additionally, on May 22, 2006, the
Company’s Board of Directors approved repurchasing shares of the Company’s common stock with the proceeds remaining from the
Company’s 2.5% Convertible Debenture offering, after taking into account a planned repayment of $200,000,000 principal amount of the
Company’s outstanding 2.65% Senior Notes due 2007. This authorization is in addition to the 30,000,000 shares described above.
68
Purchases pursuant to the 30,000,000-share Board authorization may be made by way of open market purchases, directly or indirectly, for the
Company’s own account or through commercial banks or financial institutions and by the use of derivatives such as a sale or put on the
Company’s common stock or by forward or economically equivalent transactions.
Changes in the number of shares of the Company’s outstanding stock for the last three years were as follows:
Common Treasury Shares

Stock Stock Outstanding
Balance - December 31, 2005 115,629,117 − 115,629,117
Purchase of treasury stock − (6,241,315) (6,241,315)

Stock issued upon conversion of 1.75% convertible debentures − 15,773 15,773
Stock issued under stock option and other employee benefit plans 541,746 2,344,306 2,886,052
Balance - December 31, 2006 116,170,863 (3,881,236) 112,289,627
Purchase of treasury stock before stock split − (5,284,256) (5,284,256)

Stock issued under stock option and other employee benefit plans
before stock split − 2,074,029 2,074,029
Effect of stock split on shares outstanding 116,170,863 (7,091,464) 109,079,399
Purchase of treasury stock after stock split − (150,000) (150,000)
Purchase of treasury stock − (6,968,363) (6,968,363)

Stock issued under stock option and other employee benefit plans − 1,877,170 1,877,170
Stock issued upon conversion of the 1.5% Convertible Debentures 3,975,147 − 3,975,147
At December 31, 2008, 11,763,790 shares of unissued common stock were reserved for future issuance under various employee benefit plans.
Preferred Stock
The Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $.01 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 as shall be fixed by the
Board of Directors of the Company prior to issuance of any shares. Each such series or class shall have such voting powers, full or limited, or
no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or resolutions providing for the issuance of such series or class of preferred stock as
may be adopted by the Board of Directors prior to the issuance of any shares thereof. On October 1, 2007, the Board of Directors of the
Company approved an amendment to the Amended and Restated Certificate of Incorporation to create a Series B Junior Participating Preferred
Stock at a par value of $0.01 per share. Under the amendment, the Company is authorized to issue up to 3,000,000 of the 10,000,000 authorized
shares as Series B Junior Participating Preferred Stock, none of which were issued or outstanding at December 31, 2008. Additionally, on
December 17, 2007, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to eliminate all references in the
Amended and Restated Certificate of Incorporation to the previously authorized Series A Junior Participating Preferred Stock. As a result, all
authorized shares of the Series A Junior Participating Preferred Stock have now been cancelled.
Stockholder Rights Plan

The Company’s Board of Directors adopted a Rights Agreement, dated as of October 1, 2007 (the Rights Agreement), between the Company
and its Rights Agent to replace the existing Rights Agreement which was set to expire on October 31, 2007. Subject to entering into the Rights
Agreement, the Board of Directors declared, on October 1, 2007, a dividend distribution of one preferred share purchase right (a Right) for each
outstanding share of Common Stock, payable on October 31, 2007 to stockholders of record on that date. Each Right entitles the holder to
purchase one one-hundredth of a share of Series B Junior Participating Preferred Stock at an exercise price of $400 per one one-hundredth of a
share of Preferred Stock, subject to adjustment.
The Rights are not exercisable until the occurrence of certain events specified in the Rights Agreement involving the actual or planned
acquisition or beneficial ownership by a person or group of affiliated persons of 20% or more of the outstanding common stock of the
Company at that time. Upon exercise, each holder, other than those involved in acquiring or owning 20% or more of the outstanding common
stock of the Company, will have the right to receive common stock or other assets having a value equal to two times the exercise price of the
Right. The Company may redeem the Rights at a price of $0.01 per Right at any time until the tenth business day following a potential
acquisition of the Company as described above or expiration of the Rights. The Rights, if not exercised or redeemed earlier by the Company,
will expire on October 31, 2017.
69
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
$3,039,535,000 at December 31, 2008.
Note 13: Accumulated Other Elements of Comprehensive Income

Accumulated other elements of comprehensive income comprised the following:
December 31,
Accumulated foreign currency translation gain (loss) $ (5,073) $ 164,305

Prior service credits, net, related to the Company’s pension and postretirement benefit plans 3,636 1,381
Actuarial losses, net, related to the Company’s pension and postretirement benefit plans (42,724) (69,809)
Change in fair value of derivatives accounted for as cash flow hedges, net of tax and other (1) (40,057) 5,127
$ (84,218) $ 101,004
1
Approximately $10,600,000 (after tax) of accumulated other elements of comprehensive income is expected to be recognized in earnings
during 2009.
Note 14: Business Segments

The Company’s operations are organized into three separate business segments - DPS, V&M and CS.
Based upon the amount of equipment installed worldwide and available industry data, DPS is one of the world’s leading providers of
systems and equipment used to control pressures, direct flows of oil and gas wells and separate oil and gas from impurities. DPS’s products
include surface and subsea production systems, blowout preventers, drilling and production control systems, oil and gas separation
equipment, gate valves, actuators, chokes, wellheads, drilling riser and aftermarket parts and services.
Based upon the amount of equipment installed worldwide and available industry data, V&M is a leading provider of valves and also supplies
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. V&M’s
products include gate valves, ball valves, butterfly valves, Orbit valves, double block and bleed valves, plug valves, globe valves, check
valves, actuators, chokes and aftermarket parts and services. Measurement products include totalizers, turbine meters, flow computers, chart
recorders, ultrasonic flow meters and sampling systems.
CS provides reciprocating and integrally geared centrifugal compression equipment and related aftermarket parts and services for the energy
industry and for manufacturing companies and chemical process industries worldwide.
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, 2008, 2007 and 2006,
the Company incurred research and product development costs, including costs incurred on projects designed to enhance or add to its
existing product offerings, totaling approximately $68,665,000, $59,585,000 and $44,576,000, respectively. DPS accounted for 69%, 68% and 81%
of each respective year’s total costs.
70
Summary financial data by segment follows:

Year Ended December 31, 2008
Corporate
(dollars in thousands) DPS V&M CS & Other Consolidated
Revenues $ 3,736,706 $ 1,473,245 $ 638,926 $ − $ 5,848,877
Depreciation and amortization $ 70,498 $ 32,192 $ 15,253 $ 14,136 $ 132,079

Interest income $ − $ − $ − $ (27,350) $ (27,350)
Interest expense $ − $ − $ − $ 49,667 $ 49,667
Income (loss) before income taxes $ 639,919 $ 301,405 $ 102,014 $ (171,280) $ 872,058
Capital expenditures $ 163,649 $ 62,982 $ 24,614 $ 21,003 $ 272,248
Total assets $ 3,069,816 $ 1,199,353 $ 423,379 $ 1,209,823 $ 5,902,371

Corporate
Revenues $ 2,887,079 $ 1,273,680 $ 505,609 $ - $ 4,666,368

Interest income $ - $ - $ - $ (30,745) $ (30,745)
Interest expense $ - $ - $ - $ 23,313 $ 23,313
Total assets $ 2,784,305 $ 1,174,630 $ 363,656 $ 408,228 $ 4,730,819

Corporate
Revenues $ 2,113,073 $ 1,177,879 $ 451,955 $ - $ 3,742,907

Interest income $ - $ - $ - $ (26,939) $ (26,939)
Interest expense $ - $ - $ - $ 20,677 $ 20,677
Total assets $ 2,101,823 $ 1,037,528 $ 285,278 $ 926,121 $ 4,350,750
For internal management reporting, and therefore in the above segment information, Corporate and Other includes 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 intercompany lending activities managed by the Company’s
centralized Treasury function, the charge for the termination of the U.S. defined benefit pension plans and all of the Company’s stock
compensation expense. Consolidated interest income and expense are treated as a Corporate item because cash equivalents and debt,
including location, type, currency, etc., are managed on a worldwide basis by the Corporate Treasury Department. In addition, income taxes are
managed on a worldwide basis by the Corporate Tax Department and are therefore treated as a corporate item.
Revenue by shipping location and long-lived assets by country were as follows:
Revenues:
United States $ 2,885,127 $ 2,359,256 $ 1,900,781
United Kingdom 765,779 664,026 498,497
Other foreign countries 2,197,971 1,643,086 1,343,629
Total revenues $ 5,848,877 $ 4,666,368 $ 3,742,907
71
December 31,
Long-lived assets:
United States $ 1,034,959 $ 849,580 $ 719,377
United Kingdom 182,474 210,972 156,333
Other foreign countries 541,274 496,259 450,826
Total long-lived assets $ 1,758,707 $ 1,556,811 $ 1,326,536
Note 15: Earnings Per Share

The calculation of basic and diluted earnings per share for each period presented was as follows:
(amounts in thousands, except per share data) 2008 2007 2006
Net income $ 593,726 $ 500,860 $ 317,816

Add back interest on convertible debentures, net of tax − − 11
Net income (assuming conversion of convertible debentures) $ 593,726 $ 500,860 $ 317,827
Average shares outstanding (basic) 217,524 219,355 226,566

Common stock equivalents 2,529 3,439 3,610
Incremental shares from assumed conversion of convertible debentures 8,594 8,593 3,808
Shares utilized in diluted earnings per share calculation 228,647 231,387 233,984
Earnings per share: $ 2.73 $ 2.28 $ 1.40

Basic $ 2.60 $ 2.16 $ 1.36
Diluted
Diluted shares and net income used in computing diluted earnings per common share have been calculated using the if-converted method for
the Company’s 1.75% Convertible Debentures for the period they were outstanding during the year ended December 31, 2006. The Company’s
1.5% and 2.5% Convertible Debentures have been included in the calculation of diluted earnings per share for the years ended December 31,
2008 and 2007, since the average market price of the Company’s common stock exceeded the conversion price of the debentures during all or a
portion of both periods. The Company’s 1.5% Convertible Debentures have also been included in the calculation of diluted earnings per share
for the year ended December 31, 2006 for the same reasons mentioned above. The Company’s 2.5% Convertible Debentures have not been
included in the calculation of diluted earnings per share for the year ended December 31, 2006, as the conversion price of the debentures was
in excess of the average market price of the Company’s common stock during the year. See Note 9 of the Notes to Consolidated Financial
Statements for further information regarding conversion of these debentures.
Note 16: Summary of Noncash Operating, Investing and Financing Activities

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

Change in net assets due to implementation of FIN 48 $ − $ (6,996)

Change in net assets due to accrual for purchases of treasury stock $ − $ (19,510)
Tax benefit of employee stock compensation plan transactions $ 22,548 $ 32,239
Change in fair value of derivatives accounted for as cash flow hedges, net of tax $ (47,245) $ 5,011
Actuarial loss and impact of plan amendments, net, related to defined benefit pension and postretirement
benefit plans $ 7,911 $ 2,504
Change in net assets due to a change in the measurement date of the Company’s postretirement benefit
plans $ (98) $ −
72
Note 17: 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, 2008, the Company was contingently liable with respect to $730,100,000 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 $13,515,000 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 $6,719,000 of insurance bonds at December 31, 2008 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, 2008.
Concentrations of Credit Risk

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, 2008. The Company typically does not require collateral for its customer trade receivables.
Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, derivative instruments
and debt instruments. The book values of cash and cash equivalents, trade receivables, trade payables, derivative instruments and floating-
rate debt instruments are considered to be representative of their respective fair values. Certain cash equivalents have also been valued based
on quoted market prices which are considered to be Level 1 market imputs as defined in SFAS 157. At December 31, 2008, the fair value of the
Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $1,303,470,000 as compared to $1,381,109,000 face value
of the debt.
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 forward
foreign currency exchange 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, 2008. The purpose of the majority of these contracts was to hedge large anticipated non-functional
currency cash flows on major subsea, drilling or valve contracts involving the Company’s United States operations and its wholly-owned
subsidiaries in Brazil, Ireland, Italy, Romania, Singapore and the United Kingdom. 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. These
quoted exchange rates are considered to be Level 2 observable market inputs as defined in SFAS 157. Information relating to the contracts
and the estimated fair values recorded in the Company’s Consolidated Balance Sheets at December 31, 2008 and 2007 follows:
73
December 31, 2008

Year of Contract Expiration
December 31,
(amounts in thousands except exchange rates) 2009 2010 2011 Total 2007
Buy BRL/Sell EUR:

Notional amount to sell (in EUR) 20,575 2,561 − 23,136 2,555
Average BRL to EUR contract rate 2.5788 2.6702 − 2.5889 2.5918
Average BRL to EUR at December 31, 2008 3.4454 3.5258 − 3.4544 2.6355
Fair value at December 31, 2008 in U.S. dollars $ (8,058) $ 63
Buy BRL/Sell USD:

Notional amount to sell (in USD) 10,351 − − 10,351 27,017
Fair value at December 31, 2008 in U.S. dollars $ (2,965) $ 235
Buy EUR/Sell GBP:

Notional amount to buy (in EUR) 40,686 8,055 715 49,456 911
Average EUR to GBP contract rate 1.2536 1.2417 1.2316 1.2513 1.3690
Average EUR to GBP at December 31, 2008 1.0399 1.0433 1.0435 1.0405 1.3555
Fair value at December 31, 2008 in U.S. dollars $ 11,596 $ 13
Buy EUR/Sell USD:

Notional amount to buy (in EUR) 15,746 − − 15,746 57,392
Average USD to EUR contract rate 1.4754 − − 1.4754 1.3882
Average USD to EUR at December 31, 2008 1.3963 − − 1.3963 1.4585
Fair value at December 31, 2008 in U.S. dollars $ (1,246) $ 4,502
Buy GBP/Sell USD:

Notional amount to buy (in GBP) 1,910 1,642 1,368 4,920 −
Average USD to GBP contract rate 1.6738 1.6849 1.6735 1.6774 −
Average USD to GBP at December 31, 2008 1.4503 1.4475 1.4408 1.4467 −
Fair value at December 31, 2008 in U.S. dollars $ (1,135) $ −
Sell BRL/Buy USD:

Notional amount to buy (in USD) 10,000 − − 10,000 12,763
Fair value at December 31, 2008 in U.S. dollars $ 2,046 $ 79
Sell USD/Buy EUR:

Notional amount to sell (in USD) 98,164 19,616 − 117,780 36,468
Average USD to EUR contract rate 1.5034 1.5248 − 1.5069 1.3918
Average USD to EUR at December 31, 2008 1.3938 1.3886 − 1.3929 1.4598
Sell USD/Buy GBP:

Notional amount to sell (in USD) 115,962 37,821 2,346 156,129 13,587
Average USD to GBP contract rate 1.9238 1.8932 1.8721 1.9155 1.8029
Average USD to GBP at December 31, 2008 1.4504 1.4484 1.4428 1.4498 1.9658
Other Currencies:
Fair value at December 31, 2008 in U.S. dollars $ 744 $ 47
Note 18: Contingencies

The Company is subject to a number of contingencies, including environmental matters, litigation and tax contingencies.
Environmental Matters
The Company’s worldwide operations are subject to regulations with regard to air, soil and water quality as well as other environmental
matters. The Company, through its environmental management system and active third-party audit program, believes it is in substantial
compliance with these regulations.
74
noncurrent liability of approximately $6,847,000 for environmental matters.
Legal Matters
In 2001, the Company discovered that contaminated underground water from the former manufacturing site in Houston referenced above had
migrated under an adjacent residential area. Pursuant to applicable state regulations, the Company notified the affected homeowners.
Concerns over the impact on property values of the underground water contamination and its public disclosure led to a number of claims by
homeowners.
The Company has entered into a number of individual settlements and has settled a class action lawsuit. Twenty-one of the individual
settlements were made in the form of agreements with homeowners that obligated the Company to reimburse them for any estimated decline in
the value of their homes at time of sale due to potential buyers’ concerns over contamination or, in the case of some agreements, to purchase
the property after an agreed marketing period. Three of these agreements have had no claims made under them yet. The Company has also
settled ten other property claims by homeowners who have sold their properties. In addition, the Company has settled Valice v. Cameron Iron
Works, Inc. (80th Jud. Dist. Ct., Harris County, filed June 21, 2002), which was filed and settled as a class action. Pursuant to the settlement,
the homeowners who remained part of the class are entitled to receive a cash payment of approximately 3% of the 2006 appraised value of their
property or reimbursement of any diminution in value of their property due to contamination concerns at the time of any sale. To date, 71
homeowners have elected the cash payment.
Of the 258 properties included in the Valice class, there were 21 homeowners who opted out of the class settlement. There are three suits
currently pending regarding this matter filed by non-settling homeowners. Moldovan v. Cameron Iron Works, Inc. (165th Jud. Dist. Ct.,
Harris County, filed October 23, 2006), was filed by six such homeowners. The other suits were filed by individual homeowners, Tuma v.
Cameron Iron Works, Inc. (334th Judicial District Court of Harris County, Texas, filed on November 27, 2006), and Rudelson v. Cooper
Industries, Inc. (189th Judicial District Court of Harris County, Texas, filed on November 29, 2006). The remaining homeowners who opted out
of the class action settlement have retained counsel but have not filed suit. The complaints filed in these actions, and the claims asserted by
the remaining homeowners, make the claim that the contaminated underground water has reduced property values and seek recovery of
alleged actual and exemplary damages for the loss of property value.
While one suit related to this matter involving health risks has been filed, the Company is of the opinion that there is no health risk to area
residents and that the suit is without merit.
The Company believes, based on its review of the facts and law, that any potential exposure from existing agreements, the class action
settlement or other actions that have been or may be filed, will not have a material adverse effect on its financial position or results of
operations. The Company’s consolidated balance sheet included a liability of $13,136,000 for these matters as of December 31, 2008.
The Company has been named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits since 1995. At December 31, 2008,
the Company’s consolidated balance sheet included a liability of approximately $3,230,000 for such cases, including estimated legal costs. 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.
Regulatory Contingencies
In January 2007, the Company underwent a Pre-Assessment Survey as part of a Focused Assessment Audit initiated by the Regulatory Audit
Division of the U.S. Customs and Border Protection, Department of Homeland Security. The Pre-Assessment Survey resulted in a finding that
the Company had deficiencies in its U.S. Customs compliance process and had underpaid customs duties. The Company has taken corrective
action and will close out all matters regarding duties owed on prior shipments through March 2009, which will require the payment of an
additional $1,700,000 for previously underpaid duties. The Company expects that assessment compliance testing will be completed and the
Focused Assessment Audit will be concluded by the third quarter of 2009.
In July 2007, the Company was one of a number of companies to receive a letter from the Criminal Division of the U.S. Department of Justice
(DOJ) requesting information on their use of a freight forwarder and customs clearance broker. The DOJ is inquiring into whether certain of the
services provided to the Company by the freight forwarder may have involved violations of the U.S. Foreign Corrupt Practices Act (FCPA).
The Company is conducting an internal investigation in response, as discussed below, and is providing the requested information to the DOJ.
dealings with the freight forwarder to determine if any payment made to or by the freight forwarder and customs clearing broker on the
Company’s behalf constituted a violation of the FCPA. The investigation is also looking into activities of Company employees and agents
with respect to immigration matters and importation permitting. To date, the special counsel has found that the Company utilized certain
services in Nigeria offered by the customs broker that appear to be similar to services that have been under review by the DOJ. Special counsel
is reviewing these and other services and activities to determine whether they were conducted in compliance with all applicable laws and
regulations. Special counsel is also reviewing the extent, if any, of the Company’s knowledge, and its involvement in the performance, of these
services and activities and whether the Company fulfilled its obligations under the FCPA.
75
In addition, the U.S. Securities and Exchange Commission (SEC) is conducting an informal inquiry into the same matters currently under review
by the DOJ. As part of this inquiry the SEC has requested that the Company provide to them the information and documents that have been
requested by and are being provided to the DOJ. The Company is cooperating fully with the SEC, as it is doing with the DOJ, and is providing
the requested materials. At this stage of the internal investigation, the Company cannot predict the ultimate outcome of either the internal
investigation or the government inquiries. The Company has also undertaken an enhanced compliance training effort for its personnel,
including foreign operations personnel dealing with customs clearance regulations and hired a Chief Compliance Officer in September 2008 to
assume all legal compliance matters for the Company.
Tax Contingencies
The Company has legal entities in over 35 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 which the Company is subject to are subject to interpretation and/or judgment. Although the Company believes that 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
that a taxing authority believes that the Company has not prepared its tax filings in accordance with the authority’s interpretation of the tax
laws/regulations, the Company could be exposed to additional taxes.
Note 19: Unaudited Quarterly Operating Results

Unaudited quarterly operating results were as follows:
2008 (quarter ending)
March June September December
(dollars in thousands, except per share data) 31, 30, 30, 31,
Revenues $ 1,339,254 $ 1,480,633 $ 1,504,733 $ 1,524,257

Revenues less cost of sales (exclusive of depreciation andamortization) $ 373,895 $ 417,388 $ 453,907 $ 475,756
Charge for pension plan termination $ − $ − $ − $ 26,196
Net income $ 126,342 $ 151,951 $ 166,301 $ 149,132
Earnings per share:
Basic $ 0.58 $ 0.70 $ 0.76 $ 0.68
Diluted $ 0.55 $ 0.65 $ 0.73 $ 0.67
2007 (quarter ending)

March June September December
(dollars in thousands, except per share data) 31, 30, 30, 31,
Revenues $ 997,050 $ 1,139,042 $ 1,186,173 $ 1,344,103

Revenues less cost of sales (exclusive of depreciation andamortization) $ 303,134 $ 346,912 $ 376,014 $ 398,070
Charge for pension plan termination $ - $ - $ - $ 35,725
Net income $ 101,004 $ 123,228 $ 150,723 $ 125,905
Earnings per share:
Basic $ 0.45 $ 0.56 $ 0.69 $ 0.58
Diluted $ 0.44 $ 0.54 $ 0.65 $ 0.54
76
Selected Consolidated Historical Financial Data of Cameron International Corporation
The following table sets forth selected historical financial data for the Company for each of the five years in the period ended December 31,
2008. This information should be read in conjunction with the consolidated financial statements of the Company and notes thereto included
elsewhere in this Annual Report.

(dollars in thousands, except per share data) 2008 2007 2006 2005 2004
Income Statement Data:

Revenues $ 5,848,877 $ 4,666,368 $ 3,742,907 $ 2,517,847 $ 2,092,845
Costs and expenses:

Cost of sales (exclusive of depreciationand amortization
shown
separately below) 4,127,931 3,242,238 2,601,072 1,796,277 1,560,268
Selling and administrative expenses 668,296 577,588 528,568 381,267 300,124
Depreciation and amortization 132,079 109,774 101,350 78,398 82,841
Non-cash write-down of technology investment − − − − 3,814
Interest income (27,350) (30,745) (26,939) (13,060) (4,874)
Interest expense 49,667 23,313 20,677 11,953 17,753
Charge for pension plan termination 26,196 35,725 − − −
Acquisition integration costs − − 29,578 − −
Total costs and expenses 4,976,819 3,957,893 3,254,306 2,254,835 1,959,926
Income before income taxes 872,058 708,475 488,601 263,012 132,919

Income tax provision (278,332) (207,615) (170,785) (91,882) (38,504)
Net income $ 593,726 $ 500,860 $ 317,816 $ 171,130 $ 94,415
Basic earnings per share $ 2.73 $ 2.28 $ 1.40 $ 0.77 $ 0.44

Diluted earnings per share $ 2.60 $ 2.16 $ 1.36 $ 0.76 $ 0.44
Balance Sheet Data (at the end of period):

Total assets $ 5,902,371 $ 4,730,819 $ 4,350,750 $ 3,098,562 $ 2,356,430
Stockholders’ equity $ 2,319,556 $ 2,094,964 $ 1,741,439 $ 1,594,763 $ 1,228,247
Long-term debt $ 1,256,385 $ 745,128 $ 745,408 $ 444,435 $ 458,355
Other long-term obligations $ 214,669 $ 197,851 $ 235,691 $ 137,503 $ 141,568
77
Exhibit 14.1
Code of Business Conduct and Ethics

For Directors
Introduction.
This Code of Ethics for Directors has been adopted by the Board of Directors of Cameron International Corporation to promote
honest and ethical conduct and compliance with applicable laws, rules, regulations and standards. The Board recognizes that no code of
conduct and ethics can replace the thoughtful behavior of an ethical 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
Any waiver of the Code may be made only by the Board of Directors or a Committee of the Board, and must be disclosed promptly to
shareholders.
Principles and Practices.

In performing his or her duties, a Director of Cameron International Corporation should abide by the following principles:
•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.
•Corporate Opportunities. Directors should not (a) take for themselves personally opportunities that are discovered through the use of
Company property, information or position; (b) use Company property, information, or position for personal gain; or (c) compete with the
Company. Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
•Confidentiality. Directors should maintain the confidentiality of information entrusted to them by the Company or its customers, except
when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed.
•Fair Dealing. Directors should endeavor to deal fairly with the Company’s various constituents. No Director should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any
other unfair dealing practice.
•Protection and Proper use of Company Assets. Directors should protect the Company’s assets and ensure their efficient use. All
Company assets should be used for legitimate business purposes.
•Compliance with Laws, Rules and Regulations (including Insider Trading Laws). Directors should proactively promote compliance with
laws, rules and regulations, including insider trading laws. Insider trading is both unethical and illegal.
•Encouraging the Reporting of any Illegal or Unethical Behavior. Directors should proactively promote ethical behavior. Directors
should ensure that the Company encourages employees to talk to supervisors, managers or other appropriate personnel when in doubt
about the best course of action in a particular situation. Directors should ensure that the Company has an effective means for employees
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. Directors should ensure that the Company does not allow retaliation for reports made in good faith
and that this is policy communicated to the employee.
•Annual Certification. Directors will annually sign a confirmation that they have read and will comply with this Code.
November 13, 2008
EXHIBIT 21.1
CAMERON INTERNATIONAL CORPORATION -- SUBSIDIARIES & JOINT VENTURES

(Active As of December 31, 2008)
% Owned By % Owned By State/Country of Incorporation

Cameron International Corporation (Delaware) -- Parent - 100 Subsidiary CAM or Organization
1 - Cameron Algerie (1 share owned by CPEGI) 100% Algeria

1 - Cameron Al Rushaid Limited Company 50% Saudi Arabia
1 - Cameron Argentina S.A.I.C. (122,700 shares owned by CPEGI) Less than 1% 100% Argentina
1 - Cameron Gabon, S.A. (1 share owned by Chairman) 100% Gabon
1 - Cameron/Curtiss-Wright EMD LLC 50% Delaware, USA
1 - Cameron Offshore Systems Nigeria Limited 100% Nigeria
1 - Cameron Services Middle East LLC (Joint Venture - 51% owned by
outsiders) 25% 24% Oman
1 - Cameron Venezolana, S.A. - (51% owned by CPEGI) 100% Venezuela
1 - Cameron Angola - Prestaçao de Serviços, Limitada - (1 share
owned by CPEGI) 100% Angola
1 - Compression Services Company 100% Ohio, USA
1 - Cooper Cameron Foreign Sales Company Ltd. 100% Barbados
1 - Cameron International Holding Corp. (CESI has partial interest) 8.36% 91.64% Nevada, USA
2 - Cameron Holding (Cayman) Limited 100% Grand Cayman
3 - Cameron Middle East Ltd. 100% Grand Cayman
3 - Cameron Products Ltd. 100% Grand Cayman
3 - Cameron Russia Ltd. 100% Grand Cayman
3 - Cameron Services Russia Ltd. 100% Grand Cayman
3 - Cameron Australasia Pty. Ltd. 100% Australia
4 - Cooper Cameron Valves Australia Pty. Ltd. 100% Australia
3 - Cameron Campex Limited 80.1% Grand Cayman
4 - ShanDong Cooper Cameron Petroleum Equipment
PTE LTD (10-12-2004) 100% China
3 - Cameron do Brasil Ltda. (1 share owned by Cameron (Lux)
SARL) 100% Brazil
4 - On/Off Manufatura e Comércio de Vávulas Ltda. 100% Brazil
[1 share owned by Cameron Holding (Cayman)
Limited]
4 - Cam Macaé Brasil Participações Ltda. 100% Brazil
[1 share owned by On/Off Manufatura e Comércio de
Vávulas Ltda.]
3 - Cameron (Trinidad) Limited 100% Trinidad and Tobago
3 - Cameron International Malaysia Sdn Bhd 49% Malaysia
3 - Cameron Holding (Luxembourg) SARL 100% Luxembourg
4 - Cameron (Luxembourg) SARL 100% Luxembourg
5 - Cameron Technologies UK Limited 100% England & Wales
5 - Petreco International Limited 100% United Kingdom
6 - KCC Group Limited 100% United Kingdom
7 - Petreco International (Middle East)
Limited 100% United Kingdom
7 - KCC Process Equipment Limited 100% United Kingdom
8 - RJB Engineering (UK) Limited 100% United Kingdom
7 - KCC Resources (Jersey) Limited 100% Jersey
5 - Cameron GmbH 100% Germany
5 - Cameron Italy S.R.L. 100% Italy
5 - Cameron Ireland Limited 100% Ireland
5 - Cameron Systems (Ireland) Limited 100% Ireland
5 - Cameron International Malaysia Systems Sdn Bhd 100% Malaysia
5 - Cameron Korea Limited 100% Korea
5 - Cameron Valves - Trading and Industrial Services
LDA 55% Portugal
6 - Cameron Valves & Measurement West Africa
Limited 70% Nigeria
5 - Cameron Netherlands B.V. (11-2004) 100% Netherlands
6 - Cameron Euro Automation Center B.V. 100% Netherlands
6- Caméron România S.A. 100% Romania
5- Cameron Holding (Dutch) B.V. 100% Netherlands
6- Cameron Canada Corporation 100% Canada/Nova Scotia
5 - Cooper Cameron Holding (U.K.) Limited 100% United Kingdom
6 - Cameron France, S.A.S. 100% France
6 - Cameron Limited 100% United Kingdom
7 - Cooper Cameron (U.K.) Investments
Limited 100% United Kingdom
8 - Cameron Manufacturing (India)
Private Limited 100% India
8 - Flow Control-Tati Production Sdn.
Bhd. 49% Malaysia
7 - Cameron Offshore Engineering Limited 100% United Kingdom
7 - Cooper Cameron Pensions Limited 100% United Kingdom
7 - Cameron Integrated Services Limited 100% United Kingdom
7 - D.E.S. Operations Limited 100% Scotland
7 - DES Operations, Inc. 100% Texas, USA
7 - International Valves Limited 100% United Kingdom
7 - Jiskoot Holdings Limited 100% United Kingdom
8 - Jiskoot Limited 100% United Kingdom
6 - Cameron International Holding B.V. 100% Netherlands
7 - Cameron Energy Services B.V. 100% Netherlands
7 - Cameron B.V. 100% Netherlands
7 - Cooper Cameron Holding (Norway) AS 100% Norway
8 - Cameron Norge AS 100% Norway
5 - SBS Oilfield Equipment GmbH 100% Austria
5 - SBS Immobilienentwicklung und -verwertungs
GmbH (0.1% owned by Cameron Limited) 100% Austria
3 - Cooper Cameron Libya Limited 50% Malta
3 - Cameron (Singapore) Pte. Ltd. 100% Singapore
4 - Cameron Systems Shanghai Co., Ltd. 100% China
4 - Riyan Cameron (B) Sendirian Berhad 100% Brunei
4 - PT Cameron Systems - (Joint Venture - 8% owned by
outsider) 92% Indonesia
4 - Cameron Equipment (Shanghai) Co., Ltd. 100% China
4 - Cameron Beijing Commercial Co., Ltd. 100% China
1 - Cameron (Holding) Corp. 73.60% 26.40% Nevada, USA
2- Cameron Technologies, Inc. 100% Delaware, USA
3 - Cameron Flow Systems Ltd. 100% Alberta, CA
3 - NuFlo Finance and Royalty Company 100% Delaware, USA
3 - Cameron Technologies US, Inc. 100% Delaware, USA
1 - Sequel Holding, Inc. 100% Delaware, USA
1 - Petreco International Inc. (partially owned by Sequel Holding,
Inc.) 51% 49% Delaware, USA
2 - Petreco-KCC Holding, Inc. 100% Delaware, USA
3 - Petreco-KCC Limited 100% United Kingdom
2 - Petreco Canada Inc. 100% Canada/Alberta
1 - Cooper Cameron Corporation Nigeria Limited 60% Nigeria
1 - Cameron Systems Srl 100% Italy
1 - Cameron Systems de Venezuela, S.A. 100% Venezuela
1 - Cameron Energy Services International, Inc. 100% Ohio, USA
2 - Canada Tiefbohrgeräte und Maschinenfabrik GmbH (1 share
owned by CPEGI) 100% Austria
1 - Cameron de Mexico S.A. de C.V. (1 share owned by CPEGI) 100% Mexico
1 - Cameron Petroleum Equipment Group, Inc. (CPEGI) 100% Delaware, USA
1 - Cameron Wellhead Services, Inc. 100% Nevada, USA
2 - Cameron (Malaysia) Sdn Bhd** 49% Malaysia
3 - Cooper Cameron Valves Singapore Pte. Ltd. 100% Singapore
4 - Cooper Cameron Corporation Sdn Bhd 100% Malaysia
4 - PCC Bumi Flow Technologies Sdn. Bhd. 100% Malaysia
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements on Forms S-3, S-3/A and S-8 of Cameron International
Corporation of our reports dated February 24, 2009, 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, incorporated
by reference or included in this Annual Report (Form 10-K) of Cameron International Corporation for the year ended December 31, 2008.
Registration
Statement No. Purpose
No. 333-26923 Form S-8 Registration Statements pertaining to the Amended and Restated Cooper Cameron Corporation Long-Term
No. 33-95004 Incentive Plan
No. 333-53545
No. 333-37850
No. 333-106224
No. 33-95002 Form S-8 Registration Statement pertaining to the Cooper Cameron 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. 333-51705 Form S-3 Registration Statement pertaining to the Cooper Cameron Corporation shelf registration of up to $500
million of securities
No. 333-79787 Form S-8 Registration Statement pertaining to the Cooper Cameron Corporation Second Amended and Restated 1995
Stock Option Plan for Non-Employee Directors
No. 333-46638 Form S-8 Registration Statements pertaining to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan
No. 333-82082
No. 333-61820
No. 333-104755
No. 333-96565 Form S-3 and S-3/A Registration Statements pertaining to the Cooper Cameron Corporation shelf registration of up
to $500 million of securities
No. 333-116667 Form S-3 and S-3/A Registration Statements pertaining to the Cooper Cameron Corporation 1.50% Convertible
Senior Debentures due 2024
No. 333-128414 Form S-8 Registration Statement pertaining to the Cooper Cameron Corporation 2005 Equity Incentive Plan
No. 333-136900
No. 333-136589 Form S-3 Registration Statement pertaining to the Cameron International Corporation 2.50% Convertible Senior
Notes due 2026
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 and the Cameron International Corporation Nonqualified Deferred Compensation Plan
Houston, Texas
February 24, 2009
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.
/s/ Jack B. Moore

Jack B. Moore
President & Chief Executive Officer
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.

Charles M. Sledge
Senior Vice President and Chief Financial Officer
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, 2008 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 24, 2009
/s/ Jack B. Moore

Name: Jack B. Moore
Title: President and Chief Executive Officer

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.

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CAMERON INTERNATIONAL CORP 10-K (Annual Reports) 2009-02-25

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Commission File Number 1-13884

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

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

DOCUMENTS INCORPORATED BY REFERENCE

Markets and Products

Drilling & Production Systems Segment

Valves & Measurement Segment

Compression Systems Segment

New Product Development

Patents, Trademarks and Other Intellectual Property

Executive Officers of the

Actuator. A hydraulic or electric motor used to open or close valves.

ITEM 1A. RISK FACTORS

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The trading activity during 2008 and 2007 was as follows:

Price Range ($)

Price Range ($)

ITEM 6. SELECTED FINANCIAL DATA

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Report on Internal Control Over Financial Reporting.

Report of Independent Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets as of December 31, 2008 and 2007.

Notes to Consolidated Financial Statements.

ITEM 9A. CONTROLS AND PROCEDURES

ITEM 9B. OTHER INFORMATION

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

(1) Financial Statements:

(2) Financial Statement Schedules:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

/s/ Ernst & Young LLP

Schedule II - Valuation and Qualifying Accounts

YEAR ENDED DECEMBER 31, 2008:

10.15* Fifth Amendment to the Company’s 2005 Equity Incentive Plan.

10.16* Sixth Amendment to the Company’s 2005 Equity Incentive Plan.

14.1* Code of Business Conduct and Ethics for Directors.

21.1* Subsidiaries of registrant.

23.1* Consent of Independent Registered Public Accounting Firm.

CAMERON INTERNATIONAL CORPORATION

By: /s/ Christopher A. Krummel

Date: February 24, 2009

/s/ Nathan M. Avery

/s/ C. Baker Cunningham

/s/ Sheldon R. Erikson

/s/ Peter J. Fluor

/s/ Douglas L. Foshee

/s/ Jack B. Moore

/s/ David Ross III

/s/ Bruce W. Wilkinson

3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Cameron International

10.15* Fifth Amendment to the Company’s 2005 Equity Incentive Plan.

10.16* Sixth Amendment to the Company’s 2005 Equity Incentive Plan.

14.1* Code of Business Conduct and Ethics for Directors.

21.1* Subsidiaries of registrant.

Agreed to as of the _ day of __.