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R
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
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£
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0451843
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1333 West Loop South
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Suite 1700
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Houston, Texas
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77027
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, Par Value $0.01 Per Share
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New York Stock Exchange
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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ITEM
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PAGE
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PART I
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1.
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Business
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3
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Markets and Products
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4
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Market Issues
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8
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New Product Development
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8
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Competition
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9
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Manufacturing
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10
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Major Customers
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10
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Backlog
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10
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Patents, Trademarks and Other Intellectual Property
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10
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Employees
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11
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Executive Officers of the Registrant
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12
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Glossary of Terms
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13
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1A.
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Risk Factors
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14
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1B.
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Unresolved Staff Comments
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14
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2.
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Properties
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14
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3.
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Legal Proceedings
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15
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4.
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Mine Safety Disclosures
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17
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PART II
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5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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17
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6.
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Selected Financial Data
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18
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7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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18
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7A.
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Quantitative and Qualitative Disclosures about Market Risk
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18
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8.
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Financial Statements and Supplementary Data
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18
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9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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18
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9A.
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Controls and Procedures
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19
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9B.
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Other Information
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19
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PART III
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10
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Directors, Executive Officers and Corporate Governance
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19
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11.
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Executive Compensation
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19
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12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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20
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13.
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Certain Relationships and Related Transactions, and Director Independence
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20
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14.
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Principal Accounting Fees and Services
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20
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PART IV
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15.
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Exhibits, Financial Statement Schedules
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20
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Signatures
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29
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Name and Age
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Present Principal Position and Other Material Positions Held During Last Five Years
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Jack B. Moore (58)
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Chairman of the Board of Directors since May 2011. President and Chief Executive Officer since April 2008. President and Chief Operating Officer from January 2007 to March 2008. Senior Vice President from July 2005 to December 2006. Vice President from May 2003 to July 2005. President, Drilling and Production Systems segment from July 2002 to December 2006. Vice President and General Manager, Cameron Western Hemisphere from July 1999 to July 2002. Vice President Western Hemisphere Operations, Vice President Eastern Hemisphere, Vice President Latin American Operations, Director Human Resources, Director Market Research and Director Materials of Baker Hughes Incorporated from 1976 to July 1999. Serves on the board of directors of the American Petroleum Institute (API), National Ocean Industries Association (NOIA), Greater Houston Partnership, Spindletop, the University of Houston Bauer College of Business, and Memorial Drive United Methodist Church.
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John D. Carne (63)
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Chief Operating Officer since August 2010. Executive Vice President since March 2010. Senior Vice President from February 2006 to February 2010. Vice President from May 2003 to February 2006. President, Drilling and Production Systems segment since January 2007. President, Valves and Measurement segment from April 2002 to December 2006. Director of Operations, Eastern Hemisphere, Cameron division from 1999 to March 2002. Plant Manager, Leeds, England, Cameron division from 1996 to 1999. Director of Operations, U.K. & Norway, Cooper Energy Services (U.K.) Ltd. from 1988 to 1996.
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William C. Lemmer (67)
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Senior Vice President and General Counsel since May 2008, Senior Vice President, General Counsel and Secretary from July 2007 to May 2008. Vice President, General Counsel and Secretary from July 1999 to July 2007. Vice President, General Counsel and Secretary of Oryx Energy Company from 1994 to March 1999.
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Charles M. Sledge (46)
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Senior Vice President and Chief Financial Officer since November 2008. Vice President and Chief Financial Officer from April 2008 to November 2008. Vice President and Corporate Controller from July 2001 to March 2008. Senior Vice President, Finance and Treasurer from 1999 to June 2001, and Vice President, Controller from 1996 to 1999, of Stage Stores, Inc., a chain of family apparel stores.
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James E. Wright (58)
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Senior Vice President since March 2010. President, Valves & Measurement segment since January 2007. President, Distributed and Process Valves divisions from December 2005 to December 2006. Vice President and General Manager, Distributed Products from August 2002 to December 2005. Vice President and General Manager, North America Pipeline and Distributor Products from June 2001 to August 2002 and Vice President Marketing and North American Sales for Valves & Measurement from August 1998 to June 2001.
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Joseph H. Mongrain (54)
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Vice President, President of Process & Compression Systems segment since August 2010. Vice President, Human Resources from June 2006 to August 2010. Director, Human Resources, Schlumberger, Data and Consulting from May 2004 to May 2006 and Director, Human Resources, Schlumberger, North and South America from January 2001 to April 2004.
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Roslyn R. Larkey (53)
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Vice President, Human Resources responsible for the Company's worldwide human resources programs since August 2010. Joined Cameron in 2000 and appointed to current position in August 2010. Recently held the position of Vice President, Human Resources for Cameron’s Valves & Measurement segment, and also served as Director, Employee Relations & Organizational Development and Vice President, HR Surface Systems division. Previously held key human resources roles at The Coastal Corporation and Metamor Worldwide.
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Vice President, Controller and Chief Accounting Officer since April 2008. Assistant Controller from October 2007 to March 2008. Chief Financial Officer from October 2003 to October 2007 of Enventure Global Technology, a joint venture of Royal Dutch Shell and Halliburton. Vice President of Capital Planning and Allocation, Vice President of Mergers and Acquisitions and Division Financial Controller for Petroleum Geo-Services from 1995 to 2003.
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Western Hemisphere
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Eastern
Hemisphere
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Asia/Pacific
and
Middle East
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West
Africa
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Total
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||||||||||||||||
DPS and V&M
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155 | 46 | 58 | 11 | 270 | |||||||||||||||
PCS
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70 | 6 | 9 | – | 85 | |||||||||||||||
Corporate
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2 | 5 | – | – | 7 | |||||||||||||||
227 | 57 | 67 | 11 | 362 |
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Price Range ($)
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High
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Low
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Last
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||||||||||
2011
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First Quarter
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$ | 63.16 | $ | 47.66 | $ | 51.10 | ||||||
Second Quarter
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57.85 | 42.75 | 50.29 | |||||||||
Third Quarter
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58.50 | 41.54 | 41.54 | |||||||||
Fourth Quarter
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55.15 | 38.77 | 49.19 |
Price Range ($)
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High
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Low
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Last
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||||||||||
2010
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First Quarter
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$ | 45.43 | $ | 35.98 | $ | 42.86 | ||||||
Second Quarter
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47.44 | 31.86 | 32.52 | |||||||||
Third Quarter
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44.50 | 31.42 | 42.96 | |||||||||
Fourth Quarter
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51.71 | 41.34 | 50.73 |
Period
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Total number of shares purchased
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Average price paid per share
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Total number of shares purchased as part of repurchase program
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Maximum number of shares that may yet be purchased under
repurchase program(1)
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||||||||||||
10/1/11 - 10/31/11
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− | $ | − | − | − | |||||||||||
11/1/11 - 11/30/11
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− | $ | − | − | − | |||||||||||
12/1/11 - 12/31/11
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49,000 | $ | 49.15 | 49,000 | 10,115,687 | |||||||||||
Total
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49,000 | $ | 49.15 | 49,000 | 10,115,687 |
(a) The following documents are filed as part of this Report:
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(1) Financial Statements:
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(2) Financial Statement Schedules:
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/s/ Ernst & Young LLP
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Additions
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Balance at
beginning
of period
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Charged
to costs
and expenses
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Charged
to other
accounts
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Deductions
(a)
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Translation
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Balance
at end
of period
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YEAR ENDED DECEMBER 31, 2011:
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Allowance for doubtful accounts
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$ | 14.0 | $ | 1.0 | $ | 0.3 | $ | (5.2 | ) | $ | (0.2 | ) | $ | 9.9 | ||||||||||
Allowance for obsolete and excess inventory
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$ | 68.0 | $ | 18.8 | $ | 2.0 | $ | (6.0 | ) | $ | (0.9 | ) | $ | 81.9 | ||||||||||
YEAR ENDED DECEMBER 31, 2010:
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Allowance for doubtful accounts
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$ | 15.8 | $ | (0.4 | ) | $ | 0.8 | $ | (1.5 | ) | $ | (0.7 | ) | $ | 14.0 | |||||||||
Allowance for obsolete and excess inventory
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$ | 58.9 | $ | 15.0 | $ | 3.9 | $ | (9.2 | ) | $ | (0.6 | ) | $ | 68.0 | ||||||||||
YEAR ENDED DECEMBER 31, 2009:
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Allowance for doubtful accounts
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$ | 9.6 | $ | 4.6 | $ | 4.8 | $ | (3.8 | ) | $ | 0.6 | $ | 15.8 | |||||||||||
Allowance for obsolete and excess inventory
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$ | 49.6 | $ | 15.2 | $ | (0.3 | ) | $ | (7.3 | ) | $ | 1.7 | $ | 58.9 |
(a)
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Write-offs of uncollectible receivables, deductions for collections of previously reserved receivables and write-offs of obsolete inventory.
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Exhibit Number
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Exhibit Index Description
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3.1
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Amended and Restated Certificate of Incorporation of Cameron International Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 filed on July 25, 2005 (Commission File No. 33-94948), and incorporated herein by reference.
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3.2
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Certificate of Amendment to the Restated Certificate of Incorporation of Cameron International Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 filed on May 19, 1998 (Commission File No. 333-57995), and incorporated herein by reference.
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3.3
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cameron International Corporation, dated May 5, 2006 (incorporated by reference, filed as Exhibit 3.1 to the Form 8-K filed on May 9, 2006).
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3.4
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cameron International Corporation, dated December 11, 2007, filed as Exhibit 3.1 to the Current Report on Form 8-K filed December 10, 2007, and incorporated herein by reference.
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3.5
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Third Amended and Restated Bylaws of Cameron International Corporation, filed as Exhibit 3.5 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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3.6
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First Amendment to Third Amended and Restated Bylaws of the Company, filed as Exhibit 3.1 to the Current Report on Form 8-K filed February 19, 2010, and incorporated herein by reference.
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3.7
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Second Amendment to Third Amended and Restated Bylaws of the Company, filed as Exhibit 3.7 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
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3.8
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Certificate of Elimination with Respect to Series A Junior Participating Preferred Stock, filed as Exhibit 3.1 to the Current Report on Form 8-K filed December 18, 2007, and incorporated herein by reference.
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3.9
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Certificate of Elimination with Respect to Series B Junior Participating Preferred Stock of Cameron International Corporation pursuant to Section 151(g), filed as Exhibit 3.8 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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4.0
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Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705), and incorporated herein by reference.
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4.1
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Form of Indenture for senior debt securities filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 23, 2008 (File No. 333-151838) and incorporated herein by reference.
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10.1
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The Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the Registration Statement on Form S-8 of the Company (Commission File No. 333-46638), and incorporated herein by reference.
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10.2
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First Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC on May 29, 2001 (File No. 333-61820), and incorporated herein by reference.
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10.3
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Second Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and incorporated herein by reference.
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10.4
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Third Amendment to the Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and incorporated herein by reference.
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Exhibit Number
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Exhibit Index Description
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10.5
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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.
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10.6
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Cameron International Corporation Retirement Savings Plan, as Amended and Restated, effective January 1, 2008, filed as Exhibit 10.6 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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10.7
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First through Third Amendments to the Cameron International Corporation Retirement Savings Plan, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.7 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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10.8
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Merger of the Petreco International, Inc. 401(k) Profit Sharing Plan with and into the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
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10.9
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Merger of the Company's Savings-Investment Plan for Hourly Employees with and into the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
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10.10
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Amendment to the NuFlo Technologies, Inc. 401(K) Plan and Merger of the NuFlo Technologies, Inc. 401(K) Plan with and into the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
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10.11
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Fourth Amendment to the Cameron International Corporation Retirement Savings Plan, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.43 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
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10.12*
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Fifth and Sixth Amendments to the Cameron International Corporation Retirement Savings Plan, as Amended and Restated effective January 1, 2008.
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10.13
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Merger of the NATCO Group Profit Sharing And Savings Plan with and into the Cameron International Corporation Retirement Savings Plan, effective March 17, 2010, filed as Exhibit 10.49 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
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10.14
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Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.21 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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10.15
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First through Third Amendments to the Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.22 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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10. 16
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Fourth Amendment to the Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.44 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
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10.17*
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Fifth and Sixth Amendments to the Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2008.
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10.18
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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.
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10.19
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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.
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10.20
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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.
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Exhibit Number
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Exhibit Index Description
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10.21
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Seventh Amendment to the Company's Long-Term Incentive Plan, as Amended and Restated, filed as Exhibit 10.44 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
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10.22
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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.
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10.23
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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.
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10.24
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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
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10.25
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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.
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10.26
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The Company's 2005 Equity Incentive Plan, Amended and Restated as of February 18, 2009, filed as an Appendix to the Company's 2009 Proxy Statement, and incorporated herein by reference.
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10.27
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Seventh Amendment to the Company’s 2005 Equity Incentive Plan, Amended and Restated, filed as Exhibit 10.16 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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10.28
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Eighth Amendment to the Company’s 2005 Equity Incentive Plan, Amended and Restated, filed as Exhibit 10.17 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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10.29
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Ninth Amendment to the Company’s 2005 Equity Incentive Plan, Amended and Restated, effective May 3, 2011, filed as Appendix B in the 2011 Proxy Statement, and incorporated herein by reference.
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10.30
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Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company, and incorporated herein by reference.
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10.31
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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, Charles M. Sledge, Stuart Taylor, Stephen Tomlinson, and James E. Wright filed as Exhibit 10.17 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
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10.32
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Form of Change in Control Agreement, effective June 16, 2009, by and between the Company and Mr. H. Keith Jennings, filed as Exhibit 10.52 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
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10.33
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Form of Executive Severance Program of the Company, effective July 1, 2000, and reissued January 12, 2007 and November 5, 2009, filed as Exhibit 10.19 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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10.34
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Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and C. Baker Cunningham, Sheldon R. Erikson, Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit 10.32 to the Annual Report on Form 10-K/A for 2002 of the Company, and incorporated herein by reference.
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10.35
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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. 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.
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Exhibit Number
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Exhibit Index Description
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10.36
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Form of Indemnification Agreement, effective February 7, 2005, by and between the Company and Peter J. Fluor, filed as Exhibit 10.23 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
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10.37
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Form of Indemnification Agreement, effective July 1, 2008, by and between the Company and Douglas L. Foshee, filed as Exhibit 10.24 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
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10.38
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Form of Indemnification Agreement, effective June 12, 2009, by and between the Company and Jon Erik Reinhardsen, filed as Exhibit 10.28 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
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10.39
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Form of Indemnification Agreement, effective August 13, 2007, by and between the Company and William C. Lemmer, Joseph H. Mongrain and James E. Wright, filed as Exhibit 10.50 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
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10.40
|
Form of Indemnification Agreement, effective January 1, 2011, by and between the Company and Jeffrey G. Altamari, John C. Bartos, John D. Carne, Mark L. Carter, Glenn J. Chiasson, Gary Devlin, Brad Eastman, Kevin Fleming, Hal J. Goldie, Gary M. Halverson, Grace B. Holmes, H. Keith Jennings, Christopher A. Krummel, Amber Macksey, Jack B. Moore, Edward E. Roper, Owen Serjeant, Charles M. Sledge, Stuart Taylor, Stephen P. Tomlinson and Edward E. Will, filed as Exhibit 10.51 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
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10.41*
|
Form of Indemnification Agreement, effective October 18, 2011, by and between the Company and Rodolfo Landim.
|
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10.42
|
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.
|
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10.43
|
Credit Agreement, dated October 15, 2010, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.42 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
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10.44
|
Second Amendment to Credit Agreement dated as of June 6, 2011, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.1 on Form 8-K filed June 10, 2011, and incorporated herein by reference.
|
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10.45
|
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 on January 18, 2005, and incorporated herein by reference.
|
|
10.46
|
Form of Stock Option Agreement for grants dated November 10, 2005, filed as Exhibit 10.47 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
|
|
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10.47
|
Form of Stock Option Agreement for stock options granted on after April 1, 2009, filed as Exhibit 10.30 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
|
10.48
|
Form of Grant Agreement for Stock Options granted on or after October 20, 2010, filed as Exhibit 10.39 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
|
10.49*
|
Form of Amendment dated October 20, 2010 to Stock Options Agreement.
|
|
10.50
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted on or after November 13, 2008 filed as Exhibit 10.31 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
|
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10.51
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted on or after April 1, 2009, filed as Exhibit 10.32 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
Exhibit Number
|
Exhibit Index Description
|
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10.52
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted on or after November 19, 2009, filed as Exhibit 10.33 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
|
10.53
|
Form of Grant Agreement for Restricted Stock Units granted on or after October 20, 2010, filed as Exhibit 10.40 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
|
10.54
|
Form of Grant Agreement for Restricted Stock Units for Executive Officers granted on or after October 20, 2010, filed as Exhibit 10.41 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
|
10.55*
|
Form of Grant Agreement for Restricted Stock Units granted on or after November 16, 2011.
|
|
10.56*
|
Form of Grant Agreement for Restricted Stock Units for Executive Officers granted on or after November 16, 2011.
|
|
10.57*
|
Form of Grant Agreement for Performance-Based Restricted Stock Units granted on or after January 1, 2011.
|
|
10.58
|
NATCO Group, Inc. 1998 Employee Stock Option Plan, filed as Exhibit 10.3 to NATCO’s Proxy Statement on Form S-1 (No. 333-48851), and incorporated herein by reference.
|
|
10.59
|
NATCO Group, Inc. 2001 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 24, 2001, and incorporated herein by reference.
|
|
10.60
|
NATCO Group, Inc. 2004 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 27, 2004, and incorporated herein by reference.
|
|
10.61
|
NATCO Group, Inc. 2006 Long-Term Incentive Compensation Plan, as Amended and Restated, filed as Exhibit 10.1 to NATCO’s Quarterly Report on Form 10-Q for quarter ended June 30, 2006 , and incorporated herein by reference.
|
|
13.1*
|
Portions of the 2011 Annual Report to Stockholders are included as an exhibit to this report.
|
|
14.1
|
Code of Business Conduct and Ethics for Directors filed as Exhibit 14.1 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
|
|
14.2
|
Amendment to the Code of Business Conduct and Ethics for Directors, filed as Exhibit 14.1 to the Current Report on Form 8-K filed July 14, 2009, and incorporated herein by reference.
|
|
14.3
|
Amendment to the Code of Business Conduct and Ethics for Directors, filed as Exhibit 14.1 to the Current Report on Form 8-K filed July 19, 2011 and incorporated herein by reference.
|
|
14.4
|
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.
|
|
14.5
|
Cameron Code of Conduct, filed as Exhibit 14.1 to the Current Report on Form 8-K filed August 19, 2009, and incorporated herein by reference.
|
|
21.1*
|
Subsidiaries of registrant.
|
|
23.1*
|
Consent of Independent Registered Public Accounting Firm.
|
|
31.1*
|
Certification.
|
|
31.2*
|
Certification.
|
|
32.1*
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Exhibit Number
|
Exhibit Index Description
|
|
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRLTaxonomy Extension Schema Document
|
|
101.CAL*
|
XBRLTaxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRLTaxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRLTaxonomy Extension Label Linkbase Document
|
|
101.PRE*
|
XBRLTaxonomy Extension Presentation Linkbase Document
|
CAMERON INTERNATIONAL CORPORATION
|
||
Registrant
|
||
By:
|
/s/ Christopher A. Krummel
|
|
(Christopher A. Krummel)
|
||
Vice President Controller and Chief Accounting Officer
|
||
(principal accounting officer)
|
||
Date: February 27, 2012
|
Signature
|
Title
|
/s/ C. Baker Cunningham
|
|
(C. Baker Cunningham)
|
Director
|
/s/ Sheldon R. Erikson
|
|
(Sheldon R. Erikson)
|
Director
|
/s/ Peter J. Fluor
|
|
(Peter J. Fluor)
|
Director
|
/s/ Douglas L. Foshee
|
|
(Douglas L. Foshee)
|
Director
|
/s/ Rodolfo Landim
|
|
(Rodolfo Landim)
|
Director
|
/s/ Jack B. Moore
|
|
(Jack B. Moore)
|
Chairman of the Board, President
and Chief Executive Officer
|
(principal executive officer)
|
|
/s/ Michael E. Patrick
|
|
(Michael E. Patrick)
|
Director
|
/s/ Jon Erik Reinhardsen
|
|
(Jon Erik Reinhardsen)
|
Director
|
/s/ David Ross
|
|
(David Ross)
|
Director
|
/s/ Bruce W. Wilkinson
|
|
(Bruce W. Wilkinson)
|
Director
|
/s/ Charles M. Sledge
|
Senior Vice President and Chief Financial Officer
|
(Charles M. Sledge)
|
(principal financial officer)
|
Exhibit Number
|
Exhibit Index Description
|
Sequential Page Number
|
3.1
|
Amended and Restated Certificate of Incorporation of Cameron International Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 filed on July 25, 2005 (Commission File No. 33-94948), and incorporated herein by reference.
|
|
3.2
|
Certificate of Amendment to the Restated Certificate of Incorporation of Cameron International Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 filed on May 19, 1998 (Commission File No. 333-57995), and incorporated herein by reference.
|
|
3.3
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cameron International Corporation, dated May 5, 2006 (incorporated by reference, filed as Exhibit 3.1 to the Form 8-K filed on May 9, 2006).
|
|
3.4
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cameron International Corporation, dated December 11, 2007, filed as Exhibit 3.1 to the Current Report on Form 8-K filed December 10, 2007, and incorporated herein by reference.
|
|
3.5
|
Third Amended and Restated Bylaws of Cameron International Corporation, filed as Exhibit 3.5 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
|
3.6
|
First Amendment to Third Amended and Restated Bylaws of the Company, filed as Exhibit 3.1 to the Current Report on Form 8-K filed February 19, 2010, and incorporated herein by reference.
|
|
3.7
|
Second Amendment to Third Amended and Restated Bylaws of the Company, filed as Exhibit 3.7 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
|
3.8
|
Certificate of Elimination with Respect to Series A Junior Participating Preferred Stock, filed as Exhibit 3.1 to the Current Report on Form 8-K filed December 18, 2007, and incorporated herein by reference.
|
|
3.9
|
Certificate of Elimination with Respect to Series B Junior Participating Preferred Stock of Cameron International Corporation pursuant to Section 151(g), filed as Exhibit 3.8 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
|
4.0
|
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.
|
|
4.1
|
Form of Indenture for senior debt securities filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 23, 2008 (File No. 333-151838) and incorporated herein by reference.
|
|
10.1
|
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.
|
|
Exhibit Number
|
Exhibit Index Description
|
Sequential Page Number
|
|
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 January 1, 2008, filed as Exhibit 10.6 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10.7
|
First through Third Amendments to the Cameron International Corporation Retirement Savings Plan, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.7 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10.8
|
Merger of the Petreco International, Inc. 401(k) Profit Sharing Plan with and into the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
|
||
10.9
|
Merger of the Company's Savings-Investment Plan for Hourly Employees with and into the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
|
||
10.10
|
Amendment to the NuFlo Technologies, Inc. 401(K) Plan and Merger of the NuFlo Technologies, Inc. 401(K) Plan with and into the Cameron International Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
|
||
10.11
|
Fourth Amendment to the Cameron International Corporation Retirement Savings Plan, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.43 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
10.12*
|
Fifth and Sixth Amendments to the Cameron International Corporation Retirement Savings Plan, as Amended and Restated effective January 1, 2008.
|
||
10.13
|
Merger of the NATCO Group Profit Sharing And Savings Plan with and into the Cameron International Corporation Retirement Savings Plan, effective March 17, 2010, filed as Exhibit 10.49 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
10.14
|
Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.21 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10.15
|
First through Third Amendments to the Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.22 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10. 16
|
Fourth Amendment to the Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2008, filed as Exhibit 10.44 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
Exhibit Number
|
Exhibit Index Description
|
Sequential Page Number
|
|
10.17*
|
Fifth and Sixth Amendments to the Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2008.
|
||
10.18
|
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.
|
||
10.19
|
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.
|
||
10.20
|
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.
|
||
10.21
|
Seventh Amendment to the Company's Long-Term Incentive Plan, as Amended and Restated, filed as Exhibit 10.44 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
|
||
10.22
|
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.
|
||
10.23
|
First Amendment to the Company's Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors, filed as Exhibit 10.43 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
|
||
10.24
|
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
|
||
10.25
|
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.
|
||
10.26
|
The Company's 2005 Equity Incentive Plan, Amended and Restated as of February 18, 2009, filed as an Appendix to the Company's 2009 Proxy Statement, and incorporated herein by reference.
|
||
10.27
|
Seventh Amendment to the Company’s 2005 Equity Incentive Plan, Amended and Restated, filed as Exhibit 10.16 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
Exhibit Number
|
Exhibit Index Description
|
Sequential Page Number
|
|
10.28
|
Eighth Amendment to the Company’s 2005 Equity Incentive Plan, Amended and Restated, filed as Exhibit 10.17 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10.29
|
Ninth Amendment to the Company’s 2005 Equity Incentive Plan, Amended and Restated, effective May 3, 2011, filed as Appendix B in the 2011 Proxy Statement, and incorporated herein by reference.
|
||
10.30
|
Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company, and incorporated herein by reference.
|
||
10.31
|
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, Charles M. Sledge, Stuart Taylor, Stephen Tomlinson, and James E. Wright filed as Exhibit 10.17 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
|
||
10.32
|
Form of Change in Control Agreement, effective June 16, 2009, by and between the Company and Mr. H. Keith Jennings, filed as Exhibit 10.52 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
10.33
|
Form of Executive Severance Program of the Company, effective July 1, 2000, and reissued January 12, 2007 and November 5, 2009, filed as Exhibit 10.19 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10.34
|
Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and C. Baker Cunningham, Sheldon R. Erikson, Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit 10.32 to the Annual Report on Form 10-K/A for 2002 of the Company, and incorporated herein by reference.
|
||
10.35
|
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. 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.
|
||
10.36
|
Form of Indemnification Agreement, effective February 7, 2005, by and between the Company and Peter J. Fluor, filed as Exhibit 10.23 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
|
||
10.37
|
Form of Indemnification Agreement, effective July 1, 2008, by and between the Company and Douglas L. Foshee, filed as Exhibit 10.24 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
|
||
10.38
|
Form of Indemnification Agreement, effective June 12, 2009, by and between the Company and Jon Erik Reinhardsen, filed as Exhibit 10.28 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10.39
|
Form of Indemnification Agreement, effective August 13, 2007, by and between the Company and William C. Lemmer, Joseph H. Mongrain and James E. Wright, filed as Exhibit 10.50 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
Exhibit Number
|
Exhibit Index Description
|
Sequential Page Number
|
|
10.40
|
Form of Indemnification Agreement, effective January 1, 2011, by and between the Company and Jeffrey G. Altamari, John C. Bartos, John D. Carne, Mark L. Carter, Glenn J. Chiasson, Gary Devlin, Brad Eastman, Kevin Fleming, Hal J. Goldie, Gary M. Halverson, Grace B. Holmes, H. Keith Jennings, Christopher A. Krummel, Amber Macksey, Jack B. Moore, Edward E. Roper, Owen Serjeant, Charles M. Sledge, Stuart Taylor, Stephen P. Tomlinson and Edward E. Will, filed as Exhibit 10.51 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
10.41*
|
Form of Indemnification Agreement, effective October 18, 2011, by and between the Company and Rodolfo Landim.
|
||
10.42
|
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.
|
||
10.43
|
Credit Agreement, dated October 15, 2010, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.42 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
10.44
|
Second Amendment to Credit Agreement dated as of June 6, 2011, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.1 on Form 8-K filed June 10, 2011, and incorporated herein by reference.
|
||
10.45
|
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 on January 18, 2005, and incorporated herein by reference.
|
||
10.46
|
Form of Stock Option Agreement for grants dated November 10, 2005, filed as Exhibit 10.47 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
|
||
|
|||
10.47
|
Form of Stock Option Agreement for stock options granted on after April 1, 2009, filed as Exhibit 10.30 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10.48
|
Form of Grant Agreement for Stock Options granted on or after October 20, 2010, filed as Exhibit 10.39 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
10.49*
|
Form of Amendment dated October 20, 2010 to Stock Options Agreement.
|
||
10.50
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted on or after November 13, 2008 filed as Exhibit 10.31 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
|
||
10.51
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted on or after April 1, 2009, filed as Exhibit 10.32 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
10.52
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted on or after November 19, 2009, filed as Exhibit 10.33 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
|
||
Exhibit Number
|
Exhibit Index Description
|
Sequential Page Number
|
|
10.53
|
Form of Grant Agreement for Restricted Stock Units granted on or after October 20, 2010, filed as Exhibit 10.40 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
10.54
|
Form of Grant Agreement for Restricted Stock Units for Executive Officers granted on or after October 20, 2010, filed as Exhibit 10.41 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
|
||
10.55*
|
Form of Grant Agreement for Restricted Stock Units granted on or after November 16, 2011.
|
||
10.56*
|
Form of Grant Agreement for Restricted Stock Units for Executive Officers granted on or after November 16, 2011.
|
||
10.57*
|
Form of Grant Agreement for Performance-Based Restricted Stock Units granted on or after January 1, 2011.
|
||
10.58
|
NATCO Group, Inc. 1998 Employee Stock Option Plan, filed as Exhibit 10.3 to NATCO’s Proxy Statement on Form S-1 (No. 333-48851), and incorporated herein by reference.
|
||
10.59
|
NATCO Group, Inc. 2001 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 24, 2001, and incorporated herein by reference.
|
||
10.60
|
NATCO Group, Inc. 2004 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 27, 2004, and incorporated herein by reference.
|
||
10.61
|
NATCO Group, Inc. 2006 Long-Term Incentive Compensation Plan, as Amended and Restated, filed as Exhibit 10.1 to NATCO’s Quarterly Report on Form 10-Q for quarter ended June 30, 2006 , and incorporated herein by reference.
|
||
13.1*
|
Portions of the 2011 Annual Report to Stockholders are included as an exhibit to this report.
|
||
14.1
|
Code of Business Conduct and Ethics for Directors filed as Exhibit 14.1 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
|
||
14.2
|
Amendment to the Code of Business Conduct and Ethics for Directors, filed as Exhibit 14.1 to the Current Report on Form 8-K filed July 14, 2009, and incorporated herein by reference.
|
||
14.3
|
Amendment to the Code of Business Conduct and Ethics for Directors, filed as Exhibit 14.1 to the Current Report on Form 8-K filed July 19, 2011 and incorporated herein by reference.
|
||
14.4
|
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.
|
||
14.5
|
Cameron Code of Conduct, filed as Exhibit 14.1 to the Current Report on Form 8-K filed August 19, 2009, and incorporated herein by reference.
|
Exhibit Number
|
Exhibit Index Description
|
Sequential Page Number
|
|
21.1*
|
Subsidiaries of registrant.
|
||
23.1*
|
Consent of Independent Registered Public Accounting Firm.
|
||
31.1*
|
Certification.
|
||
31.2*
|
Certification.
|
||
32.1*
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101.INS*
|
XBRL Instance Document
|
||
101.SCH*
|
XBRLTaxonomy Extension Schema Document
|
||
101.CAL*
|
XBRLTaxonomy Extension Calculation Linkbase Document
|
||
101.DEF*
|
XBRLTaxonomy Extension Definition Linkbase Document
|
||
101.LAB*
|
XBRLTaxonomy Extension Label Linkbase Document
|
||
101.PRE*
|
XBRLTaxonomy Extension Presentation Linkbase Document
|
|
“(c)
|
file a request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of his Rollover Contributions (along with any earnings and net of any losses attributable thereto).”
|
CAMERON INTERNATIONAL CORPORATION
|
|
By: /s/
|
|
Name: Roslyn R. Larkey
|
|
Title: Vice President, Human Resources
|
|
“(D)
|
Notwithstanding anything to the contrary herein, the Compensation of a Member shall include payments of regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that are paid to the Member following his Severance Date (except to the extent specifically excluded above) but which would have been paid to the Member prior to such date if he had continued in employment with the Employer, provided that such payments are paid by the later of two and one-half months following the Member’s Severance Date or the end of the Limitation Year that includes such Severance Date.”
|
CAMERON INTERNATIONAL CORPORATION
|
|
By: /s/
|
|
Name: Roslyn R. Larkey
|
|
Title: Vice President, Human Resources
|
CAMERON INTERNATIONAL CORPORATION
|
|
By: /s/
|
|
Name: Roslyn R. Larkey
|
|
Title: Vice President, Human Resources
|
CAMERON INTERNATIONAL CORPORATION
|
|
By: /s/
|
|
Name: Roslyn R. Larkey
|
|
Title: Vice President, Human Resources
|
Section 5.
|
Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
|
Section 9.
|
Presumptions and Effect of Certain Proceedings; Construction of Certain Phrases.
|
CAMERON INTERNATIONAL CORPORATION
|
|||
/s/ William C. Lemmer
|
|||
Name:
|
William C. Lemmer
|
||
Title:
|
Senior Vice President and General Counsel
|
||
Date:
|
July 31, 2011
|
||
AGREED TO AND ACCEPTED
“PARTICIPANT”
|
|||
Signature:
|
|||
Print Name:
|
(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.
|
i.
|
If the Participant’s employment terminates by reason of death or long-term disability in accordance with Section 4(b), hereof, prior to the Vesting Date, the Award, as accelerated pursuant to Section 4 and/or 5 hereof, shall be paid within 30 days of such termination.
|
|
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 by reason of a workforce reduction in accordance with Section 4(c), the vested portion of his/her Award shall be paid within 30 days following the Vesting Date.
|
(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.
|
i.
|
If the Participant’s employment terminates by reason of death or long-term disability in accordance with Section 4(b), hereof, prior to the Vesting Date, the Award, as accelerated pursuant to Section 4 and/or 5 hereof, shall be paid within 30 days of such termination.
|
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 by reason of a workforce reduction in accordance with Section 4(c), the vested portion of his/her Award shall be paid within 30 days following the Vesting Date.
|
(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.
|
i.
|
If the Participant’s employment with the Company is terminated pursuant to the circumstances provided for in Section 4(b) hereof, the vested portion of the Award shall be paid within 30 days of the date of termination.
|
|
ii.
|
If the Participant’s termination of employment with the Company is terminated pursuant to the circumstances provided for in Sections 4(a) or 4(c), the vested portion of the Award shall be paid within 30 days following the Vesting Date.
|
Region
|
2011
|
2010
|
2009
|
|||||||||
North America
|
$ | 3,084.0 | $ | 2,491.3 | $ | 2,032.5 | ||||||
South America
|
647.8 | 524.7 | 504.3 | |||||||||
Asia, including Middle East
|
1,270.9 | 1,178.2 | 1,042.1 | |||||||||
Africa
|
1,002.1 | 1,182.4 | 684.5 | |||||||||
Europe
|
753.8 | 655.2 | 789.7 | |||||||||
Other
|
200.4 | 103.0 | 170.1 | |||||||||
$ | 6,959.0 | $ | 6,134.8 | $ | 5,223.2 |
(dollars in millions)
|
Increase (decrease)
in 2012 pre-tax
pension expense
|
Increase (decrease)
in PBO at
December 31, 2011
|
||||||
Change in Assumption:
|
||||||||
25 basis point decrease in discount rate
|
$ | 1.2 | $ | 12.7 | ||||
25 basis point increase in discount rate
|
$ | (1.2 | ) | $ | (11.2 | ) | ||
25 basis point decrease in expected return on assets
|
$ | 0.6 | $ | – | ||||
25 basis point increase in expected return on assets
|
$ | (0.6 | ) | $ | – |
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Revenues
|
100 | % | 100 | % | 100 | % | ||||||
Costs and expenses:
|
||||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
69.5 | 68.7 | 67.8 | |||||||||
Selling and administrative expenses
|
14.4 | 14.0 | 13.7 | |||||||||
Depreciation and amortization
|
3.0 | 3.3 | 3.0 | |||||||||
Interest, net
|
1.2 | 1.2 | 1.7 | |||||||||
Other costs (see Note 3)
|
2.5 | 0.8 | 1.5 | |||||||||
Total costs and expenses
|
90.6 | 88.0 | 87.7 | |||||||||
Income before income taxes
|
9.4 | 12.0 | 12.3 | |||||||||
Income tax provision
|
(1.9 | ) | (2.8 | ) | (3.2 | ) | ||||||
Net income
|
7.5 | % | 9.2 | % | 9.1 | % |
Year Ended
December 31,
|
Increase (Decrease)
|
|||||||||||||||
2011
|
2010
|
Amount
|
%
|
|||||||||||||
Drilling activity (average number of working rigs during period)1:
|
||||||||||||||||
United States
|
1,875 | 1,540 | 335 | 21.8 | % | |||||||||||
Canada
|
423 | 351 | 72 | 20.5 | % | |||||||||||
Rest of world
|
1,168 | 1,094 | 74 | 6.8 | % | |||||||||||
Global average rig count
|
3,466 | 2,985 | 481 | 16.1 | % | |||||||||||
Commodity prices (average of daily U.S. dollar prices per unit during period)2:
|
||||||||||||||||
West Texas Intermediate Cushing, OK crude spot price per barrel in U.S. dollars
|
$ | 95.05 | $ | 79.51 | $ | 15.54 | 19.5 | % | ||||||||
Henry Hub natural gas spot price per MMBtu in U.S. dollars
|
$ | 4.00 | $ | 4.37 | $ | (0.37 | ) | (8.5 | )% | |||||||
Twelve-month futures strip price (U.S. dollar amount at period end)2:
|
||||||||||||||||
West Texas Intermediate Cushing, OK crude oil contract (per barrel)
|
$ | 98.85 | $ | 93.68 | $ | 5.17 | 5.5 | % | ||||||||
Henry Hub Natural Gas contract (per MMBtu)
|
$ | 3.30 | $ | 4.64 | $ | (1.34 | ) | (28.9 | )% | |||||||
Number of deepwater floaters and semis under contract in competitive major markets at period end: 3
|
||||||||||||||||
U.S. Gulf of Mexico
|
29 | 31 | (2 | ) | (6.5 | )% | ||||||||||
Northwestern Europe
|
37 | 34 | 3 | 8.8 | % | |||||||||||
West Africa
|
35 | 24 | 11 | 45.8 | % | |||||||||||
Southeast Asia and Australia
|
32 | 27 | 5 | 18.5 | % |
Year Ended December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Indemnity settlement with BP Exploration and Production Inc.
|
$ | 82.5 | $ | – | ||||
BOP litigation costs
|
60.7 | 12.5 | ||||||
Employee severance
|
5.7 | 8.8 | ||||||
NATCO acquisition integration costs
|
– | 22.0 | ||||||
Mark-to-market impact on currency derivatives not designated as hedges
|
9.3 | – | ||||||
Costs associated with retiring the 2.5% convertible debentures
|
14.5 | – | ||||||
Acquisition and other restructuring costs
|
4.7 | 3.9 | ||||||
Total other costs
|
$ | 177.4 | $ | 47.2 |
Year Ended December 31,
|
||||||||||||||||
2011
|
2010
|
|||||||||||||||
(dollars in millions)
|
Tax Provision
|
Tax Rate
|
Tax Provision
|
Tax Rate
|
||||||||||||
Provision based on international income distribution
|
$ | 174.6 | 26.8 | % | $ | 176.9 | 24.1 | % | ||||||||
Adjustments to income tax provision:
|
||||||||||||||||
Realization of certain tax benefits associated with tax planning strategies put in place in prior years
|
(18.4 | ) | (2.9 | ) | – | – | ||||||||||
Recognition of certain historical tax benefits as prior uncertainty regarding those benefits has been resolved
|
(13.7 | ) | (2.1 | ) | – | – | ||||||||||
Finalization of prior year returns
|
(6.6 | ) | (1.0 | ) | (5.9 | ) | (0.8 | ) | ||||||||
Accrual adjustments and other
|
(6.7 | ) | (1.0 | ) | (0.6 | ) | (0.1 | ) | ||||||||
Tax provision
|
$ | 129.2 | 19.8 | % | $ | 170.4 | 23.2 | % |
Year Ended
December 31,
|
Increase (Decrease)
|
|||||||||||||||
($ in millions)
|
2011
|
2010
|
$ | % | ||||||||||||
Revenues
|
$ | 4,061.5 | $ | 3,718.3 | $ | 343.2 | 9.2 | % | ||||||||
Income before income taxes
|
$ | 685.6 | $ | 666.7 | $ | 18.9 | 2.8 | % | ||||||||
Income before income taxes as a percent of revenues
|
16.9 | % | 17.9 | % | N/A | (1.0 | )% | |||||||||
Orders
|
$ | 4,343.4 | $ | 2,967.2 | $ | 1,376.2 | 46.4 | % | ||||||||
Backlog (at period-end)
|
$ | 3,811.1 | $ | 3,195.9 | $ | 615.2 | 19.2 | % |
|
•
|
a 22% increase in surface equipment sales, reflecting strong market conditions and higher activity levels in most regions of the world, except for certain parts of North Africa due to recent unrest in that region, and
|
|
•
|
a 13% increase in sales of drilling equipment as drilling contractors and rig owners continued to place more focus during the year on obtaining aftermarket parts and services from original equipment manufacturers.
|
|
•
|
a 0.6 percentage-point increase in the ratio of selling and administrative expenses to revenues due mainly to higher employee-related costs related to increased business volumes and international expansion efforts, as well as the impact of the reversal in 2010 of certain bad debt provisions recorded in previous periods related to certain international customers and higher legal costs,
|
|
•
|
a 0.3 percentage-point increase in the ratio of cost of sales (exclusive of depreciation and amortization) to revenues due mainly to a decline in major subsea project margins, over 40% of which was due to a $51.0 million adjustment during 2011 related to cost overruns on a large subsea project in Nigeria, which more than offset improved margins in the surface equipment product line, and
|
|
•
|
a 0.2 percentage-point increase in the ratio of depreciation and amortization to revenues due mainly to higher depreciation expense related to expansion of the fleet of rental equipment available in the Surface division and higher capital spending for enhancements to the aftermarket capabilities in the Drilling division, as well as higher amortization of acquired intangibles.
|
|
•
|
a 126% increase in drilling equipment orders, nearly one-half of which was attributable to new major project awards involving jackup and land rigs, with increased demand for aftermarket spare parts, repairs and services accounting for an additional 25% of the increase,
|
|
•
|
a 21% increase in surface equipment orders due mainly to higher activity levels in all major regions of the world, and
|
|
•
|
a nearly 7% increase in subsea orders, largely for aftermarket parts and services.
|
Year Ended
December 31,
|
Increase
|
|||||||||||||||
($ in millions)
|
2011
|
2010
|
$ | % | ||||||||||||
Revenues
|
$ | 1,663.0 | $ | 1,273.3 | $ | 389.7 | 30.6 | % | ||||||||
Income before income taxes
|
$ | 294.1 | $ | 188.0 | $ | 106.1 | 56.4 | % | ||||||||
Income before income taxes as a percent of revenues
|
17.7 | % | 14.8 | % | N/A | 2.9 | % | |||||||||
Orders
|
$ | 2,000.7 | $ | 1,579.2 | $ | 421.5 | 26.7 | % | ||||||||
Backlog (at period-end)
|
$ | 1,144.9 | $ | 833.8 | $ | 311.1 | 37.3 | % |
|
•
|
Sales of engineered valves increased 36% on the strength of higher North American activity levels and increased deliveries from higher beginning-of-the-year backlog for pipeline construction projects.
|
|
•
|
Higher current year bookings and higher beginning-of-the-year backlog levels, primarily due to improved market conditions in North America, contributed to a 35% increase in sales of distributed valves in 2011 as compared to 2010.
|
|
•
|
Better market conditions in North America and higher aftermarket activity in Asia Pacific also contributed to increases of 19%, 15% and 23% in sales of process valves, measurement products and aftermarket parts and services, respectively.
|
|
•
|
a 1.9 percentage-point decrease in the ratio of selling and administrative costs to revenues as selling and administrative costs increased, primarily due to headcount increases and international sales and marketing expansion efforts, at nearly one-half of the rate of increase in revenues for the period resulting in an improved ratio of costs to revenues, and
|
|
•
|
a 0.9 percentage-point decline in the ratio of depreciation and amortization to revenues due mainly to lower amortization of intangible assets in relation to higher revenues.
|
|
•
|
higher North American activity levels, largely in unconventional resource areas, as well as increased North American pipeline construction activity, which led to a 43% increase in orders for distributed valves and a 24% increase in demand for engineered valves, and
|
|
•
|
increased project activity levels in North America and in the Asia Pacific region which contributed to a 23% increase in demand for process valves, a 22% increase in aftermarket parts and services orders and a 12% increase in demand for measurement equipment.
|
Year Ended
December 31,
|
Increase (Decrease)
|
|||||||||||||||
($ in millions)
|
2011
|
2010
|
$ | % | ||||||||||||
Revenues
|
$ | 1,234.5 | $ | 1,143.2 | $ | 91.3 | 8.0 | % | ||||||||
Income before income taxes
|
$ | 116.0 | $ | 131.9 | $ | (15.9 | ) | (12.1 | )% | |||||||
Income before income taxes as a percent of revenues
|
9.4 | % | 11.5 | % | N/A | (2.1 | )% | |||||||||
Orders
|
$ | 1,483.5 | $ | 1,244.1 | $ | 239.4 | 19.2 | % | ||||||||
Backlog (at period-end)
|
$ | 1,013.1 | $ | 787.4 | $ | 225.7 | 28.7 | % |
|
•
|
a 31% increase in sales of reciprocating compression equipment largely reflecting (i) a 151% increase in shipments of Superior compressors, mainly for larger scale international projects, and (ii) a 13% increase in demand for aftermarket parts and services from both domestic and international customers associated with a higher number of emissions projects and the addition of a new business early in the year, and
|
|
•
|
a 19% increase in sales of Centrifugal compression equipment as strong domestic and international market conditions led to double-digit increases in deliveries of each major product line.
|
|
•
|
a 3.4 percentage-point increase in the ratio of cost of sales (excluding depreciation and amortization) to revenues, due largely to a 4.9 percentage-point decrease in margins in the process systems businesses due largely to higher costs and manufacturing inefficiencies, partially offset by a 1.5 percentage-point improvement in Compression margins, and
|
|
•
|
a 0.4 percentage-point increase in selling and administrative expenses to revenues due mainly to higher employee and facility-related costs.
|
|
•
|
Centrifugal compression orders were up 38% compared to 2010, largely on the strength of a 58% increase in demand, mainly from international customers, for engineered air, gas and air separation equipment and a 23% increase in domestic and international demand for new plant air machines.
|
|
•
|
Orders for process systems applications increased 16%, nearly 87% of which was due to a major award received in 2011 for a custom engineered oil dehydration and desalting system for use on a platform in the Gulf of Mexico.
|
|
•
|
a $130.2 million increase in certain other costs described above and in Note 3 of the Notes to Consolidated Financial Statements,
|
|
•
|
$28.4 million of higher employee salaries, benefits and travel costs associated largely with increased headcount levels,
|
|
•
|
$8.4 million of foreign currency losses incurred in 2011 as compared to $8.7 million of foreign currency gains in 2010 as a result of exchange rate fluctuations on intercompany loans denominated in currencies other than the functional currency of the entities holding the loans,
|
|
•
|
the absence in the current year of a $7.2 million benefit from interest rate swaps recognized in 2010, and
|
|
•
|
an increase of $5.6 million in depreciation and amortization due primarily to higher capital spending for development of the Company’s enhanced business information systems.
|
|
•
|
the integration of the operations of NATCO, acquired in November 2009, into the operations of the Company, primarily reflecting the costs associated with converting NATCO’s legacy operations to the Company’s SAP information systems, totaling approximately $22.0 million,
|
|
•
|
$12.5 million of legal costs incurred during the year in connection with the Deepwater Horizon matter, and
|
•
|
$12.7 million of acquisition, employee severance and other restructuring costs incurred in response to changes in market conditions.
|
Year Ended
December 31,
|
Increase (Decrease)
|
|||||||||||||||
($ in millions)
|
2010
|
2009
|
$ | % | ||||||||||||
Revenues
|
$ | 3,718.3 | $ | 3,110.5 | $ | 607.8 | 19.5 | % | ||||||||
Income before income taxes
|
$ | 666.7 | $ | 574.7 | $ | 92.0 | 16.0 | % | ||||||||
Income before income taxes as a percent of revenues
|
17.9 | % | 18.5 | % | N/A | (0.6 | )% | |||||||||
Orders
|
$ | 2,967.2 | $ | 2,875.1 | $ | 92.1 | 3.2 | % | ||||||||
Backlog (at period-end)
|
$ | 3,195.9 | $ | 4,019.3 | $ | (823.4 | ) | (20.5 | )% |
Year Ended
December 31,
|
Increase (Decrease)
|
|||||||||||||||
($ in millions)
|
2010
|
2009
|
$ | % | ||||||||||||
Revenues
|
$ | 1,273.3 | $ | 1,194.7 | $ | 78.6 | 6.6 | % | ||||||||
Income before income taxes
|
$ | 188.0 | $ | 211.3 | $ | (23.3 | ) | (11.0 | )% | |||||||
Income before income taxes as a percent of revenues
|
14.8 | % | 17.7 | % | N/A | (2.9 | )% | |||||||||
Orders
|
$ | 1,579.2 | $ | 1,004.1 | $ | 575.1 | 57.3 | % | ||||||||
Backlog (at period-end)
|
$ | 833.8 | $ | 547.1 | $ | 286.7 | 52.4 | % |
|
•
|
a 46% increase in orders for engineered valves, primarily related to awards for major gas pipeline construction projects in the Middle East and offshore Western Australia, as well as stronger market fundamentals in 2010 in North America,
|
|
•
|
an 82% increase in orders for distributed valves and a 24% increase in measurement equipment orders, due mainly to higher North American activity levels, and
|
|
•
|
a 39% increase in process valve orders resulting mainly from large refinery and pipeline projects in China and Australia along with higher North American activity levels.
|
Year Ended
December 31,
|
Increase (Decrease)
|
|||||||||||||||
($ in millions)
|
2010
|
2009
|
$ | % | ||||||||||||
Revenues
|
$ | 1,143.2 | $ | 918.0 | $ | 225.2 | 24.5 | % | ||||||||
Income before income taxes
|
$ | 131.9 | $ | 147.4 | $ | (15.5 | ) | (10.5 | )% | |||||||
Income before income taxes as a percent of revenues
|
11.5 | % | 16.1 | % | N/A | (4.6 | )% | |||||||||
Orders
|
$ | 1,244.1 | $ | 716.0 | $ | 528.1 | 73.8 | % | ||||||||
Backlog (at period-end)
|
$ | 787.4 | $ | 623.4 | $ | 164.0 | 26.3 | % |
|
•
|
a 24% decrease in sales of centrifugal compression equipment during 2010 as compared to 2009, mainly resulting from weak global economic conditions and order levels during late 2008 and 2009 that negatively impacted 2010 shipments,
|
|
•
|
a 19% decline in the sales value of reciprocating compression equipment, due mainly to a decline in demand in North America during 2009 for Ajax units, which impacted 2010 shipments, and a mix shift from higher-value packaged Superior compressors to lower-value smaller compressor units in 2010, and
|
|
•
|
a 5% decline in sales of legacy process applications, due mainly to weaker order levels in 2009, which impacted 2010 activity and shipment levels.
|
|
•
|
a 2.7 percentage-point increase in the ratio of selling and administrative costs to revenues, due largely to the impact of employee-related cost increases in the process, reciprocating and centrifugal compression product lines, and
|
|
•
|
an increase of 2.4 percentage points in the ratio of depreciation and amortization to revenues, due mainly to additional depreciation and amortization associated with businesses acquired since the beginning of 2009 and the impact of lower revenues in relation to the relatively flat depreciation and amortization levels from the remaining operations.
|
|
•
|
a 55% increase in process systems orders, due largely to higher demand for new oil and gas separation applications,
|
|
•
|
a 36% increase in orders for centrifugal compression equipment, mainly related to increased global demand across all major regions for new unit plant air and engineered air equipment and aftermarket parts and services, largely as a result of improving industrial economic conditions, and
|
|
•
|
a 23% increase in reciprocating compression equipment orders, mainly attributable to an increase in new unit orders for Superior compressors and increased aftermarket parts sales in the United States and South America.
|
(dollars in millions)
|
Payments Due by Period
|
|||||||||||||||||||
Contractual Obligations
|
Total
|
Less Than
1 Year
|
1 – 3
Years
|
4 – 5
Years
|
After 5
Years
|
|||||||||||||||
Debt (a)
|
$ | 1,570.0 | $ | 3.2 | $ | 316.3 | $ | 0.5 | $ | 1,250.0 | ||||||||||
Capital lease obligations (b)
|
19.8 | 7.5 | 9.8 | 2.3 | 0.2 | |||||||||||||||
Operating leases
|
310.2 | 56.2 | 98.5 | 79.9 | 75.6 | |||||||||||||||
Purchase obligations (c)
|
1,164.3 | 888.0 | 195.7 | 80.6 | – | |||||||||||||||
Minimum required contributions to funded defined benefit pension plans (d)
|
9.6 | 9.6 | − | − | − | |||||||||||||||
Benefit payments expected for unfunded pension and postretirement benefit plans (U.S. only)
|
14.8 | 2.1 | 3.7 | 3.3 | 5.7 | |||||||||||||||
Unrecognized tax benefits (e)
|
33.6 | 33.6 | − | − | − | |||||||||||||||
Total contractual cash obligations
|
$ | 3,122.3 | $ | 1,000.2 | $ | 624.0 | $ | 166.6 | $ | 1,331.5 |
(a)
|
See Note 10 of the Notes to Consolidated Financial Statements for information on interest rates on the outstanding debt.
|
(b)
|
Payments shown include interest.
|
(c)
|
Represents outstanding purchase orders entered into in the ordinary course of business.
|
(d)
|
The Company does not estimate its future minimum required contributions beyond one year.
|
(e)
|
The balance shown represents the portion of the Company’s unrecognized tax benefits recorded as a current liability at December 31, 2011. The remaining balance of unrecognized tax benefits totaling $114.8 million has been excluded from the table as the Company cannot reasonably estimate the timing of the associated future cash outflows.
|
(dollars in millions)
|
Amount of Commitment Expiration by Period
|
|||||||||||||||||||
Other Unrecorded Commercial
Obligations and Off-Balance
Sheet Arrangements
|
Total
Commitment
|
Less Than
1 Year
|
1 - 3
Years
|
4 – 5
Years
|
After 5
Years
|
|||||||||||||||
Committed lines of credit available as of year-end
|
$ | 1,222.0 | $ | 83.7 | $ | 408.3 | $ | 730.0 | $ | − | ||||||||||
Standby letters of credit and bank guarantees
|
724.9 | 339.9 | 285.4 | 94.4 | 5.2 | |||||||||||||||
Financial letters of credit
|
20.4 | 15.4 | 5.0 | − | − | |||||||||||||||
Insurance bonds
|
31.4 | 31.2 | 0.1 | 0.1 | – | |||||||||||||||
Other financial guarantees
|
32.2 | 18.0 | 8.4 | 1.2 | 4.6 | |||||||||||||||
Total commercial commitments
|
$ | 2,030.9 | $ | 488.2 | $ | 707.2 | $ | 825.7 | $ | 9.8 |
•
|
volatility in general economic, social and political conditions;
|
•
|
the effects of civil unrest and sanctions imposed by the United States and other governments on transactions with various countries, such as Iran and, in 2011, Libya;
|
•
|
the effects of civil unrest on the Company’s business operations, customers and employees, such as that currently occurring in several other countries in the Middle East;
|
•
|
differing tax rates and/or increasing tax rates. Economic conditions around the world have resulted in decreased tax revenues for many governments, which could lead to changes in tax laws in countries where the Company does business, including the United States. Changes in tax laws could have a negative impact on the Company’s future results;
|
•
|
exchange controls or other similar measures that result in restrictions on repatriation of capital and/or income;
|
•
|
changes in currency rates;
|
•
|
reductions in the number or capacity of qualified personnel.
|
Notional Amount Swaps
|
Notional Amount - Buy
|
Notional Amount - Sell
|
||||||||||||||||||||||||||
(in millions)
|
2012
|
2012
|
2013
|
Total
|
2012
|
2013
|
Total
|
|||||||||||||||||||||
FX Forward Contracts
|
||||||||||||||||||||||||||||
Notional currency in:
|
||||||||||||||||||||||||||||
EUR
|
– | 123.7 | 11.3 | 135.0 | (25.2 | ) | – | (25.2 | ) | |||||||||||||||||||
GBP
|
– | 34.0 | – | 34.0 | (16.2 | ) | – | (16.2 | ) | |||||||||||||||||||
RON
|
– | – | – | – | (10.0 | ) | – | (10.0 | ) | |||||||||||||||||||
NOK
|
– | 90.0 | – | 90.0 | (37.2 | ) | – | (37.2 | ) | |||||||||||||||||||
SGD
|
– | 13.2 | – | 13.2 | – | – | – | |||||||||||||||||||||
USD
|
– | 48.5 | – | 48.5 | (88.9 | ) | (6.7 | ) | (95.6 | ) | ||||||||||||||||||
Interest Rate Swaps
|
||||||||||||||||||||||||||||
USD
|
800.0 | – | – | – | – | – | – |
/s/ Jack B. Moore
|
Jack B. Moore
President and
Chief Executive Officer
|
Date: February 27, 2012
|
/s/ Charles M. Sledge
|
Charles M. Sledge
Senior Vice President and
Chief Financial Officer
|
Date: February 27, 2012
|
/s/ Ernst & Young LLP
|
/s/ Ernst & Young LLP
|
Year Ended December 31,
|
||||||||||||
(dollars in millions, except per share data)
|
2011
|
2010
|
2009
|
|||||||||
Revenues
|
$ | 6,959.0 | $ | 6,134.8 | $ | 5,223.2 | ||||||
Costs and expenses:
|
||||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
4,838.4 | 4,212.4 | 3,540.1 | |||||||||
Selling and administrative expenses
|
1,001.5 | 862.3 | 715.6 | |||||||||
Depreciation and amortization
|
206.6 | 201.6 | 156.6 | |||||||||
Interest, net
|
84.0 | 78.0 | 86.5 | |||||||||
Other costs (see Note 3)
|
177.4 | 47.2 | 81.6 | |||||||||
Total costs and expenses
|
6,307.9 | 5,401.5 | 4,580.4 | |||||||||
Income before income taxes
|
651.1 | 733.3 | 642.8 | |||||||||
Income tax provision
|
(129.2 | ) | (170.4 | ) | (167.3 | ) | ||||||
Net income
|
$ | 521.9 | $ | 562.9 | $ | 475.5 | ||||||
Earnings per common share:
|
||||||||||||
Basic
|
$ | 2.13 | $ | 2.32 | $ | 2.15 | ||||||
Diluted
|
$ | 2.09 | $ | 2.27 | $ | 2.11 |
December 31,
|
||||||||
(dollars in millions, except shares and per share data)
|
2011
|
2010
|
||||||
Assets
|
||||||||
Cash and cash equivalents
|
$ | 898.9 | $ | 1,832.5 | ||||
Short-term investments
|
423.5 | – | ||||||
Receivables, net
|
1,757.3 | 1,056.1 | ||||||
Inventories, net
|
2,399.9 | 1,779.3 | ||||||
Other
|
349.0 | 265.0 | ||||||
Total current assets
|
5,828.6 | 4,932.9 | ||||||
Plant and equipment, net
|
1,500.1 | 1,247.8 | ||||||
Goodwill
|
1,615.3 | 1,475.8 | ||||||
Other assets
|
417.7 | 348.6 | ||||||
Total assets
|
$ | 9,361.7 | $ | 8,005.1 | ||||
Liabilities and stockholders’ equity
|
||||||||
Current portion of long-term debt
|
$ | 10.6 | $ | 519.9 | ||||
Accounts payable and accrued liabilities
|
2,669.7 | 2,016.0 | ||||||
Accrued income taxes
|
– | 38.0 | ||||||
Total current liabilities
|
2,680.3 | 2,573.9 | ||||||
Long-term debt
|
1,574.2 | 772.9 | ||||||
Deferred income taxes
|
184.5 | 95.7 | ||||||
Other long-term liabilities
|
215.3 | 170.2 | ||||||
Total liabilities
|
4,654.3 | 3,612.7 | ||||||
Commitments and contingencies
|
− | − | ||||||
Stockholders’ equity:
|
||||||||
Common stock, par value $.01 per share, 400,000,000 shares authorized,
263,111,472 shares issued at December 31, 2011 and 2010
|
2.6 | 2.6 | ||||||
Preferred stock, par value $.01 per share, 10,000,000 shares authorized, no shares
issued or outstanding
|
− | − | ||||||
Capital in excess of par value
|
2,072.4 | 2,259.3 | ||||||
Retained earnings
|
3,370.2 | 2,848.3 | ||||||
Accumulated other elements of comprehensive income (loss)
|
(90.8 | ) | (27.1 | ) | ||||
Less: Treasury stock at cost, 17,579,397 shares at December 31, 2011 and
19,197,642 shares at December 31, 2010
|
(647.0 | ) | (690.7 | ) | ||||
Total stockholders’ equity
|
4,707.4 | 4,392.4 | ||||||
Total liabilities and stockholders’ equity
|
$ | 9,361.7 | $ | 8,005.1 |
Year Ended December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 521.9 | $ | 562.9 | $ | 475.5 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
160.2 | 142.6 | 114.7 | |||||||||
Amortization
|
46.4 | 59.0 | 41.9 | |||||||||
Non-cash stock compensation expense
|
36.7 | 34.5 | 27.7 | |||||||||
Deferred income taxes and tax benefit of stock compensation plan transactions
|
(22.0 | ) | (19.1 | ) | (35.8 | ) | ||||||
Changes in assets and liabilities, net of translation, acquisitions and
non-cash items:
|
||||||||||||
Receivables
|
(461.1 | ) | (81.4 | ) | 165.2 | |||||||
Inventories
|
(397.1 | ) | (3.8 | ) | (220.9 | ) | ||||||
Accounts payable and accrued liabilities
|
200.8 | (291.7 | ) | 139.8 | ||||||||
Other assets and liabilities, net
|
122.7 | (108.8 | ) | (94.6 | ) | |||||||
Net cash provided by operating activities
|
208.5 | 294.2 | 613.5 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Increase in short-term investments, net
|
(422.8 | ) | − | − | ||||||||
Capital expenditures
|
(388.1 | ) | (200.7 | ) | (240.9 | ) | ||||||
Acquisitions, net of cash acquired
|
(421.3 | ) | (40.9 | ) | 11.2 | |||||||
Proceeds from sale of plant and equipment
|
19.6 | 12.4 | 4.1 | |||||||||
Net cash used for investing activities
|
(1,212.6 | ) | (229.2 | ) | (225.6 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Short-term loan borrowings (repayments), net
|
45.7 | (8.4 | ) | (18.9 | ) | |||||||
Issuance of senior debt
|
747.8 | − | − | |||||||||
Debt issuance costs
|
(4.7 | ) | − | − | ||||||||
Redemption of convertible debentures
|
(705.7 | ) | − | (131.1 | ) | |||||||
Sale (purchase) of equity call options, net
|
(12.2 | ) | − | − | ||||||||
Purchase of treasury stock
|
(2.4 | ) | (124.0 | ) | (29.2 | ) | ||||||
Proceeds from stock option exercises, net of tax payments from stock compensation plan transactions
|
21.5 | 36.3 | 10.2 | |||||||||
Excess tax benefits from stock compensation plan transactions
|
9.0 | 16.4 | 6.4 | |||||||||
Principal payments on capital leases
|
(8.2 | ) | (6.6 | ) | (6.7 | ) | ||||||
Net cash provided by (used for) financing activities
|
90.8 | (86.3 | ) | (169.3 | ) | |||||||
Effect of translation on cash
|
(20.3 | ) | (7.2 | ) | 21.4 | |||||||
Increase (decrease) in cash and cash equivalents
|
(933.6 | ) | (28.5 | ) | 240.0 | |||||||
Cash and cash equivalents, beginning of year
|
1,832.5 | 1,861.0 | 1,621.0 | |||||||||
Cash and cash equivalents, end of year
|
$ | 898.9 | $ | 1,832.5 | $ | 1,861.0 |
(dollars in millions)
|
Common
Stock
|
Capital in
Excess of
Par value
|
Retained
Earnings
|
Accumulated Other
Elements of
Comprehensive
Income (Loss)
|
Treasury
Stock
|
Total
|
||||||||||||||||||
Balance ― December 31, 2008
|
2.4 | 1,254.6 | 1,809.9 | (84.2 | ) | (638.2 | ) | 2,344.5 | ||||||||||||||||
Net income
|
475.5 | 475.5 | ||||||||||||||||||||||
Foreign currency translation
|
86.6 | 86.6 | ||||||||||||||||||||||
Change in fair value of derivatives accounted for as
cash flow hedges, net of $6.7 in taxes
|
11.3 | 11.3 | ||||||||||||||||||||||
Other comprehensive income from derivative
transactions recognized in current
year earnings, net of $9.6 in taxes
|
16.2 | 16.2 | ||||||||||||||||||||||
Impact after currency effects of actuarial gains/losses,
net of $9.7 in taxes
|
(23.0 | ) | (23.0 | ) | ||||||||||||||||||||
Amortization of net actuarial losses and prior service
credits, net of $0.6 in taxes
|
2.4 | 2.4 | ||||||||||||||||||||||
Pension settlement loss
|
0.2 | 0.2 | ||||||||||||||||||||||
Comprehensive income
|
569.2 | |||||||||||||||||||||||
Equity securities issued for purchase of NATCO
|
0.2 | 982.1 | 6.2 | 988.5 | ||||||||||||||||||||
Non-cash stock compensation expense
|
27.7 | 27.7 | ||||||||||||||||||||||
Purchase of treasury stock
|
(29.2 | ) | (29.2 | ) | ||||||||||||||||||||
Treasury stock issued under stock compensation plans
|
(30.1 | ) | 39.4 | 9.3 | ||||||||||||||||||||
Tax benefit of stock compensation plan transactions
|
9.7 | 9.7 | ||||||||||||||||||||||
Balance ― December 31, 2009
|
2.6 | 2,244.0 | 2,285.4 | 9.5 | (621.8 | ) | 3,919.7 | |||||||||||||||||
Net income
|
– | – | 562.9 | – | – | 562.9 | ||||||||||||||||||
Foreign currency translation
|
– | – | – | (50.1 | ) | – | (50.1 | ) | ||||||||||||||||
Change in fair value of derivatives accounted for
as cash flow hedges, net of $2.9 in taxes
|
– | – | – | (6.1 | ) | – | (6.1 | ) | ||||||||||||||||
Other comprehensive income from derivative
transactions recognized in current year earnings,
net of $5.2 in taxes
|
11.6 | 11.6 | ||||||||||||||||||||||
Impact after currency effects of actuarial gains/losses,
net of $2.9 in taxes
|
4.5 | 4.5 | ||||||||||||||||||||||
Amortization of net actuarial losses and prior service
credits, net of $1.1 in taxes
|
– | – | – | 3.5 | – | 3.5 | ||||||||||||||||||
Comprehensive income
|
526.3 | |||||||||||||||||||||||
Non-cash stock compensation expense
|
– | 34.5 | – | – | – | 34.5 | ||||||||||||||||||
Purchase of treasury stock
|
– | – | – | – | (124.0 | ) | (124.0 | ) | ||||||||||||||||
Treasury stock issued under stock compensation plans
|
– | (32.5 | ) | – | – | 67.9 | 35.4 | |||||||||||||||||
Tax benefit of stock compensation plan transactions
|
– | 17.4 | – | – | – | 17.4 | ||||||||||||||||||
NATCO purchase price allocation adjustment
|
(4.1 | ) | (12.8 | ) | (16.9 | ) | ||||||||||||||||||
Balance ― December 31, 2010
|
$ | 2.6 | $ | 2,259.3 | $ | 2,848.3 | $ | (27.1 | ) | $ | (690.7 | ) | $ | 4,392.4 | ||||||||||
Net income
|
521.9 | 521.9 | ||||||||||||||||||||||
Foreign currency translation
|
(60.2 | ) | (60.2 | ) | ||||||||||||||||||||
Change in fair value of derivatives accounted for
as cash flow hedges and other, net of $1.1 in taxes
|
(5.2 | ) | (5.2 | ) | ||||||||||||||||||||
Other comprehensive income from derivative
transactions recognized in current year earnings,
net of $1.5 in taxes
|
6.4 | 6.4 | ||||||||||||||||||||||
Impact after currency effects of actuarial gains/losses
and plan amendments, net of $0.9 in taxes
|
(7.7 | ) | (7.7 | ) | ||||||||||||||||||||
Amortization of net actuarial losses and prior service
credits, net of $0.6 in taxes
|
3.0 | 3.0 | ||||||||||||||||||||||
Comprehensive income
|
458.2 | |||||||||||||||||||||||
Non-cash stock compensation expense
|
36.7 | 36.7 | ||||||||||||||||||||||
Purchase of treasury stock
|
(2.4 | ) | (2.4 | ) | ||||||||||||||||||||
Treasury stock issued under stock compensation plans
|
(25.4 | ) | 46.1 | 20.7 | ||||||||||||||||||||
Tax benefit of stock compensation plan transactions
|
4.9 | 4.9 | ||||||||||||||||||||||
Conversion value of convertible debentures in
excess of principal
|
(203.3 | ) | (203.3 | ) | ||||||||||||||||||||
Other
|
0.2 | 0.2 | ||||||||||||||||||||||
Balance ― December 31, 2011
|
$ | 2.6 | $ | 2,072.4 | $ | 3,370.2 | $ | (90.8 | ) | $ | (647.0 | ) | $ | 4,707.4 |
Estimated
Useful Lives
|
|
Buildings and leasehold improvements
|
10-40years
|
Machinery, equipment and tooling
|
3-18years
|
Office furniture, software and other
|
3-10years
|
Preliminary Allocation
as of December 31, 2011
(dollars in millions)
|
||||
Cash
|
$ | 0.6 | ||
Accounts receivable
|
81.0 | |||
Inventory
|
253.7 | |||
Other current assets
|
14.0 | |||
Property, plant and equipment
|
60.7 | |||
Goodwill
|
119.3 | |||
Intangibles
|
60.7 | |||
Other non-current assets
|
4.7 | |||
Accounts payable and accrued liabilities
|
(219.7 | ) | ||
Total purchase price
|
$ | 375.0 |
Year Ended December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Indemnity settlement with BP Exploration and Production Inc. (see Note 19)
|
$ | 82.5 | $ | – | $ | – | ||||||
BOP litigation costs
|
60.7 | 12.5 | – | |||||||||
Employee severance
|
5.7 | 8.8 | 61.0 | |||||||||
NATCO acquisition integration costs
|
– | 22.0 | – | |||||||||
Mark-to-market impact on currency derivatives(1)
|
9.3 | – | – | |||||||||
Costs associated with retiring the 2.5% convertible debentures
|
14.5 | – | – | |||||||||
Acquisition and other restructuring costs
|
4.7 | 3.9 | 20.6 | |||||||||
Total other costs
|
$ | 177.4 | $ | 47.2 | $ | 81.6 |
December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Trade receivables
|
$ | 1,523.5 | $ | 991.2 | ||||
Insurance company receivables related to the indemnity settlement with BP Exploration and Production Inc. (see Note 19)
|
167.5 | – | ||||||
Other receivables
|
76.2 | 78.9 | ||||||
Allowance for doubtful accounts
|
(9.9 | ) | (14.0 | ) | ||||
Total receivables
|
$ | 1,757.3 | $ | 1,056.1 |
December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Raw materials
|
$ | 427.3 | $ | 166.5 | ||||
Work-in-process
|
767.8 | 575.9 | ||||||
Finished goods, including parts and subassemblies
|
1,376.9 | 1,190.5 | ||||||
Other
|
12.5 | 12.1 | ||||||
2,584.5 | 1,945.0 | |||||||
Excess of current standard costs over LIFO costs
|
(102.7 | ) | (97.7 | ) | ||||
Allowance for obsolete and excess inventory
|
(81.9 | ) | (68.0 | ) | ||||
Total inventories
|
$ | 2,399.9 | $ | 1,779.3 |
December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Land and land improvements
|
$ | 80.3 | $ | 73.8 | ||||
Buildings
|
561.5 | 493.4 | ||||||
Machinery and equipment
|
1,208.0 | 1,040.9 | ||||||
Tooling, dies, patterns, etc.
|
189.6 | 148.3 | ||||||
Office furniture & equipment
|
156.9 | 140.0 | ||||||
Capitalized software
|
220.1 | 156.1 | ||||||
Assets under capital leases
|
54.3 | 46.2 | ||||||
Construction in progress
|
183.4 | 145.0 | ||||||
All other
|
33.9 | 42.2 | ||||||
2,688.0 | 2,285.9 | |||||||
Accumulated depreciation
|
(1,187.9 | ) | (1,038.1 | ) | ||||
Total plant and equipment, net
|
$ | 1,500.1 | $ | 1,247.8 |
(dollars in millions)
|
DPS
|
V&M
|
PCS
|
Total
|
||||||||||||
Balance at December 31, 2010
|
$ | 306.4 | $ | 322.8 | $ | 846.6 | $ | 1,475.8 | ||||||||
Current year acquisitions
|
134.2 | – | 8.2 | 142.4 | ||||||||||||
Translation and other
|
(2.9 | ) | (2.4 | ) | 2.4 | (2.9 | ) | |||||||||
Balance at December 31, 2011
|
$ | 437.7 | $ | 320.4 | $ | 857.2 | $ | 1,615.3 |
December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Deferred income taxes
|
$ | 56.3 | $ | 41.2 | ||||
Other intangibles:
|
||||||||
Gross:
|
||||||||
Customer lists
|
144.0 | 118.0 | ||||||
Patents and technology
|
123.0 | 102.3 | ||||||
Trademarks
|
64.2 | 53.2 | ||||||
Noncompete agreements, engineering drawings and other
|
103.6 | 82.6 | ||||||
Accumulated amortization
|
(125.6 | ) | (100.1 | ) | ||||
Other
|
52.2 | 51.4 | ||||||
Total other assets
|
$ | 417.7 | $ | 348.6 |
December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Indemnity settlement with BP Exploration and Production Inc. (see Note 19)
|
$ | 250.0 | $ | – | ||||
Trade accounts payable and accruals
|
718.8 | 571.3 | ||||||
Salaries, wages and related fringe benefits
|
209.9 | 190.2 | ||||||
Advances from customers
|
1,012.5 | 863.3 | ||||||
Sales-related costs and provisions
|
118.1 | 90.2 | ||||||
Payroll and other taxes
|
76.0 | 67.4 | ||||||
Product warranty
|
65.0 | 45.7 | ||||||
Fair market value of derivatives(1)
|
17.6 | 1.8 | ||||||
Other
|
201.8 | 186.1 | ||||||
Total accounts payable and accrued liabilities
|
$ | 2,669.7 | $ | 2,016.0 |
Balance
December 31, 2010
|
Warranty
Provisions
|
Acquisitions
|
Charges
Against
Accrual
|
Translation
and Other
|
Balance
December 31, 2011
|
|||||||||||||||||
$ | 45.7 | $ | 42.5 | $ | 21.3 | $ | (44.0 | ) | $ | (0.5 | ) | $ | 65.0 |
Pension Benefits
|
Postretirement
Benefits
|
|||||||||||||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
||||||||||||||||||
Service cost
|
$ | 3.1 | $ | 2.9 | $ | 2.7 | $ | − | $ | − | $ | − | ||||||||||||
Interest cost
|
15.9 | 15.1 | 14.1 | 0.6 | 0.9 | 0.5 | ||||||||||||||||||
Expected return on plan assets
|
(18.2 | ) | (15.8 | ) | (13.3 | ) | − | − | − | |||||||||||||||
Amortization of prior service cost (credit)
|
– | – | − | (1.3 | ) | (0.9 | ) | (0.9 | ) | |||||||||||||||
Amortization of losses (gains)
|
5.8 | 6.7 | 5.7 | (0.9 | ) | (1.2 | ) | (1.9 | ) | |||||||||||||||
Other
|
0.3 | – | 0.3 | − | − | − | ||||||||||||||||||
Total net benefit plan expense (income)
|
$ | 6.9 | $ | 8.9 | $ | 9.5 | $ | (1.6 | ) | $ | (1.2 | ) | $ | (2.3 | ) |
December 31, 2011
|
December 31, 2010
|
Year Ending
December 31, 2012
|
||||||||||||||||||
(dollars in millions)
|
Before Tax
|
After Tax
|
Before Tax
|
After Tax
|
Expected
Amortization
|
|||||||||||||||
Pension benefits:
|
||||||||||||||||||||
Prior service credit
|
0.7 | 0.5 | − | − | (0.1 | ) | ||||||||||||||
Actuarial losses, net
|
$ | (88.3 | ) | $ | (65.8 | ) | $ | (84.6 | ) | $ | (61.4 | ) | $ | 5.9 | ||||||
Post retirement benefits:
|
||||||||||||||||||||
Prior service credit
|
5.7 | 3.6 | 6.9 | 4.3 | (1.3 | ) | ||||||||||||||
Actuarial gains
|
8.8 | 5.5 | 9.0 | 5.6 | (0.9 | ) | ||||||||||||||
$ | (73.1 | ) | $ | (56.2 | ) | $ | (68.7 | ) | $ | (51.5 | ) | $ | 3.6 |
Pension Benefits
|
Postretirement
Benefits
|
|||||||||||||||
(dollars in millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Benefit obligation at beginning of year
|
$ | 282.4 | $ | 274.5 | $ | 15.6 | $ | 18.3 | ||||||||
Service cost
|
3.1 | 2.9 | − | − | ||||||||||||
Interest cost
|
15.9 | 15.1 | 0.6 | 0.9 | ||||||||||||
Plan participants’ contributions
|
1.0 | 0.9 | − | − | ||||||||||||
Actuarial losses (gains)
|
7.1 | 5.8 | (0.7 | ) | 1.2 | |||||||||||
Exchange rate changes
|
(0.2 | ) | (8.5 | ) | − | − | ||||||||||
Benefits and expenses paid from plan assets
|
(12.2 | ) | (8.3 | ) | (1.4 | ) | (1.9 | ) | ||||||||
Plan amendments
|
(0.7 | ) | − | − | (2.9 | ) | ||||||||||
Other
|
0.7 | − | − | − | ||||||||||||
Benefit obligation at end of year
|
$ | 297.1 | $ | 282.4 | $ | 14.1 | $ | 15.6 |
Pension Benefits
|
Postretirement
Benefits
|
|||||||||||||||
(dollars in millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Fair value of plan assets at beginning of year
|
$ | 261.3 | $ | 242.2 | $ | − | $ | − | ||||||||
Actual return on plan assets
|
15.0 | 24.4 | − | − | ||||||||||||
Company contributions
|
10.4 | 9.4 | 1.4 | 1.9 | ||||||||||||
Plan participants’ contributions
|
1.0 | 0.9 | − | − | ||||||||||||
Exchange rate changes
|
0.1 | (7.3 | ) | − | − | |||||||||||
Benefits and expenses paid from plan assets
|
(12.2 | ) | (8.3 | ) | (1.4 | ) | (1.9 | ) | ||||||||
Other
|
0.3 | − | − | − | ||||||||||||
Fair value of plan assets at end of year
|
$ | 275.9 | $ | 261.3 | $ | − | $ | − |
Pension Benefits
|
Postretirement
Benefits
|
|||||||||||||||
December 31,
|
December 31, | |||||||||||||||
(dollars in millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Underfunded status at end of year:
|
||||||||||||||||
Current
|
$ | (0.2 | ) | $ | (0.2 | ) | $ | (1.9 | ) | $ | (2.2 | ) | ||||
Non-current
|
(21.0 | ) | (20.9 | ) | (12.2 | ) | (13.4 | ) | ||||||||
Underfunded status at end of year
|
$ | (21.2 | ) | $ | (21.1 | ) | $ | (14.1 | ) | $ | (15.6 | ) |
Pension Benefits
|
||||||||
2011
|
2010
|
|||||||
U.K. plan:
|
||||||||
Equity securities
|
53 | % | 54 | % | ||||
Fixed income debt securities, cash and other
|
47 | % | 46 | % |
Fair Value Based on
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
|
Fair Value Based on
Significant Other
Observable Inputs
(Level 2)
|
Fair Value Based
on Significant
Unobservable Inputs
(Level 3)
|
Total
|
|||||||||||||||||||||||||||||
(dollars in millions)
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | 1.9 | $ | 10.2 | $ | – | $ | – | $ | – | $ | – | $ | 1.9 | $ | 10.2 | ||||||||||||||||
Equity securities:
|
||||||||||||||||||||||||||||||||
US equities
|
– | – | 58.3 | 52.7 | – | – | 58.3 | 52.7 | ||||||||||||||||||||||||
Non-U.S. equities
|
– | 37.3 | 82.3 | 47.4 | – | – | 82.3 | 84.7 | ||||||||||||||||||||||||
Bonds:
|
||||||||||||||||||||||||||||||||
Non-US government bonds
|
– | – | 89.9 | 21.0 | – | – | 89.9 | 21.0 | ||||||||||||||||||||||||
Non-US corporate bonds
|
– | – | 23.8 | 74.4 | – | – | 23.8 | 74.4 | ||||||||||||||||||||||||
Alternative investments:
|
||||||||||||||||||||||||||||||||
Insurance contracts
|
– | – | – | – | 8.0 | 7.3 | 8.0 | 7.3 | ||||||||||||||||||||||||
Real estate and other
|
– | – | – | – | 11.7 | 11.0 | 11.7 | 11.0 | ||||||||||||||||||||||||
Total assets
|
$ | 1.9 | $ | 47.5 | $ | 254.3 | $ | 195.5 | $ | 19.7 | $ | 18.3 | $ | 275.9 | $ | 261.3 |
Year Ended December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Balance at beginning of the year
|
$ | 18.3 | $ | 9.3 | ||||
Purchases/Sales, net
|
0.7 | 10.6 | ||||||
Actual return on plan assets
|
0.9 | 1.3 | ||||||
Reclassification of plan assets to Level 2
|
– | (2.1 | ) | |||||
Currency impact
|
(0.2 | ) | (0.8 | ) | ||||
Balance at end of the year
|
$ | 19.7 | $ | 18.3 |
Pension Benefits
|
Postretirement
Benefits
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Assumptions related to net benefit costs:
|
||||||||||||||||
U.S. plans:
|
||||||||||||||||
Discount rate
|
4.10% | 5.03% | 4.10% | 5.03% | ||||||||||||
Health care cost trend rate
|
– | – | 9.0% | 9.0% | ||||||||||||
Measurement date
|
1/1/2011
|
1/1/2010
|
1/1/2011
|
1/1/2010
|
||||||||||||
Foreign plans:
|
||||||||||||||||
Discount rate
|
5.50% | 5.50-5.75% | – | – | ||||||||||||
Expected return on plan assets
|
4.75-6.75% | 5.50-6.75% | – | – | ||||||||||||
Rate of compensation increase
|
3.00-4.50% | 3.00-4.50% | – | – | ||||||||||||
Measurement date
|
1/1/2011
|
1/1/2010
|
– | – | ||||||||||||
Assumptions related to end-of-period benefit obligations:
|
||||||||||||||||
U.S. plans:
|
||||||||||||||||
Discount rate
|
3.50% | 4.10% | 3.50% | 4.10% | ||||||||||||
Health care cost trend rate
|
– | – | 9.0% | 9.0% | ||||||||||||
Measurement date
|
12/31/2011
|
12/31/2010
|
12/31/2011
|
12/31/2010
|
||||||||||||
Foreign plans:
|
||||||||||||||||
Discount rate
|
5.00-5.75% | 5.50% | – | – | ||||||||||||
Rate of compensation increase
|
3.00-4.25% | 3.00-4.50% | – | – | ||||||||||||
Measurement date
|
12/31/2011
|
12/31/2010
|
– | – |
Projected Benefit
Obligation in Excess
of Plan Assets
|
Accumulated Benefit
Obligation in Excess
of Plan Assets
|
|||||||||||||||
at December 31,
|
at December 31,
|
|||||||||||||||
(dollars in millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Fair value of applicable plan assets
|
$ | 275.9 | $ | 261.3 | $ | 11.2 | $ | 9.8 | ||||||||
Projected benefit obligation of applicable plans
|
$ | 297.1 | $ | 282.4 | – | – | ||||||||||
Accumulated benefit obligation of applicable plans
|
– | – | $ | 20.7 | $ | 18.3 |
(dollars in millions)
|
Pension Benefits
|
Postretirement
Benefits
|
||||||
Year ended December 31:
|
||||||||
2012
|
$ | 12.3 | $ | 1.9 | ||||
2013
|
$ | 12.6 | $ | 1.8 | ||||
2014
|
$ | 12.9 | $ | 1.6 | ||||
2015
|
$ | 13.2 | $ | 1.5 | ||||
2016
|
$ | 13.5 | $ | 1.3 | ||||
2017 - 2021
|
$ | 72.3 | $ | 4.8 |
Year Ended December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Outstanding restricted and deferred stock unit and award grants
|
$ | 25.6 | $ | 26.0 | $ | 18.5 | ||||||
Unvested outstanding stock option grants
|
11.1 | 8.5 | 9.2 | |||||||||
Total stock-based compensation expense
|
$ | 36.7 | $ | 34.5 | $ | 27.7 |
Options
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
Aggregate
Intrinsic
Value
(dollars in
millions)
|
||||||||||||
Outstanding at January 1, 2011
|
6,253,118 | $ | 34.72 | 5.30 | $ | 100.1 | ||||||||||
Granted
|
725,071 | 51.24 | ||||||||||||||
Exercised
|
(1,176,125 | ) | 27.48 | |||||||||||||
Forfeited
|
(24,108 | ) | 39.80 | |||||||||||||
Expired
|
(20,500 | ) | 11.57 | |||||||||||||
Outstanding at December 31, 2011
|
5,757,456 | $ | 38.36 | 4.55 | $ | 63.8 | ||||||||||
Vested at December 31, 2011 or expected to vest in the future
|
5,735,564 | $ | 38.33 | 4.53 | $ | 63.8 | ||||||||||
Exercisable at December 31, 2011
|
3,813,517 | $ | 34.78 | 3.22 | $ | 54.9 |
At
|
||||
December 31, 2011
|
||||
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)
|
$ | 18.1 | ||
Weighted-average remaining expense recognition period (in years)
|
1.85 |
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Expected life (in years)
|
2.8 | 2.5 | 2.4 | |||||||||
Risk-free interest rate
|
0.38 | % | 0.46 | % | 1.1 | % | ||||||
Volatility
|
42.6 | % | 43.8 | % | 32.0 | % | ||||||
Expected dividend yield
|
0.0 | % | 0.0 | % | 0.0 | % |
Year Ended December 31,
|
||||||||||||
2011
|
2010 | 2009 | ||||||||||
Grant-date fair value per option
|
$ | 14.47 | $ | 11.78 | $ | 8.10 | ||||||
Intrinsic value of options exercised (dollars in millions)
|
$ | 31.5 | $ | 63.4 | $ | 23.5 | ||||||
Average intrinsic value per share of options exercised
|
$ | 26.79 | $ | 22.46 | $ | 19.26 |
Restricted and Deferred Stock Units
|
Number
|
Weighted-Average
Grant Date
Fair Value
|
||||||
Nonvested at January 1, 2011
|
1,941,399 | $ | 35.02 | |||||
Granted
|
682,246 | 50.67 | ||||||
Vested
|
(661,146 | ) | 50.89 | |||||
Forfeited
|
(53,144 | ) | 38.99 | |||||
Nonvested at December 31, 2011
|
1,909,355 | $ | 30.25 |
At
December 31, 2011
|
||||
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)
|
$ | 34.7 | ||
Weighted-average remaining expense recognition period (in years)
|
1.56 |
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Number of units granted with performance conditions
|
139,191 | 211,804 | – | |||||||||
Intrinsic value of units vesting (dollars in millions)
|
$ | 36.9 | $ | 29.2 | $ | 11.0 | ||||||
Total number of units granted
|
682,246 | 806,041 | 616,904 | |||||||||
Weighted average grant date fair value per unit
|
$ | 50.67 | $ | 41.81 | $ | 25.44 |
December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Senior notes:
|
||||||||
Floating rate notes due June 2, 2014
|
$ | 250.0 | $ | – | ||||
6.375% notes due July 15, 2018
|
450.0 | 450.0 | ||||||
4.5% notes due June 1, 2021
|
250.0 | – | ||||||
7.0% notes due July 15, 2038
|
300.0 | 300.0 | ||||||
5.95% notes due June 1, 2041
|
250.0 | – | ||||||
Unamortized original issue discount
|
(3.8 | ) | (1.8 | ) | ||||
Convertible debentures:
|
||||||||
2.5% notes due June 15, 2026
|
– | 500.0 | ||||||
Unamortized discount
|
– | (6.9 | ) | |||||
Other debt
|
70.0 | 37.5 | ||||||
Obligations under capital leases
|
18.6 | 14.0 | ||||||
1,584.8 | 1,292.8 | |||||||
Current maturities
|
(10.6 | ) | (519.9 | ) | ||||
Long-term maturities
|
$ | 1,574.2 | $ | 772.9 |
·
|
$250.0 million principal amount of Floating Rate Senior Notes due June 2, 2014, bearing interest based on the 3-month London Interbank Offered Rate (LIBOR) plus 0.93%, per annum (1.46% at December 31, 2011). The interest rate is reset quarterly and interest payments are due on March 2, June 2, September 2 and December 2 of each year, beginning September 2, 2011;
|
Year Ended December 31
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Interest expensed
|
$ | 92.4 | $ | 82.2 | $ | 92.4 | ||||||
Interest paid
|
$ | 102.8 | $ | 73.0 | $ | 82.0 |
(dollars in millions)
|
Capital
Lease Payments
|
Operating
Lease Payments
|
||||||
Year ending December 31:
|
||||||||
2012
|
$ | 7.5 | $ | 56.2 | ||||
2013
|
5.5 | 49.7 | ||||||
2014
|
4.3 | 48.8 | ||||||
2015
|
2.1 | 37.3 | ||||||
2016
|
0.2 | 42.6 | ||||||
Thereafter
|
0.2 | 75.6 | ||||||
Future minimum lease payments
|
19.8 | 310.2 | ||||||
Less: amount representing interest
|
(1.2 | ) | – | |||||
Lease obligations at December 31, 2011
|
$ | 18.6 | $ | 310.2 |
Year Ended December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Income before income taxes:
|
||||||||||||
U.S. operations
|
$ | 590.3 | $ | 365.9 | $ | 223.9 | ||||||
Foreign operations
|
60.8 | 367.4 | 418.9 | |||||||||
Income before income taxes
|
$ | 651.1 | $ | 733.3 | $ | 642.8 |
Year Ended December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Current:
|
||||||||||||
U.S. federal
|
$ | 46.6 | $ | 102.5 | $ | 83.5 | ||||||
U.S. state and local
|
5.3 | 8.7 | 3.4 | |||||||||
Foreign
|
96.4 | 83.1 | 119.4 | |||||||||
148.3 | 194.3 | 206.3 | ||||||||||
Deferred:
|
||||||||||||
U.S. federal
|
5.9 | (25.8 | ) | (33.3 | ) | |||||||
U.S. state and local
|
2.1 | 0.9 | (0.3 | ) | ||||||||
Foreign
|
(27.1 | ) | 1.0 | (5.4 | ) | |||||||
(19.1 | ) | (23.9 | ) | (39.0 | ) | |||||||
Income tax provision
|
$ | 129.2 | $ | 170.4 | $ | 167.3 |
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
U.S. federal statutory rate
|
35.00 | % | 35.00 | % | 35.00 | % | ||||||
State and local income taxes
|
1.03 | 1.02 | 0.38 | |||||||||
Foreign statutory rate differential
|
(7.30 | ) | (9.62 | ) | (7.26 | ) | ||||||
Change in valuation allowance on deferred tax assets
|
(8.89 | ) | 6.76 | 1.99 | ||||||||
Nondeductible expenses
|
2.47 | 1.64 | 1.54 | |||||||||
Net U.S. tax on foreign source income
|
(1.67 | ) | (9.52 | ) | (5.00 | ) | ||||||
All other
|
(0.80 | ) | (2.05 | ) | (0.62 | ) | ||||||
Total
|
19.84 | % | 23.23 | % | 26.03 | % | ||||||
Total income taxes paid (dollars in millions)
|
$ | 121.2 | $ | 198.2 | $ | 231.2 |
December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Deferred tax liabilities:
|
||||||||
Plant and equipment
|
$ | (137.6 | ) | $ | (70.1 | ) | ||
Inventory
|
(4.5 | ) | (14.0 | ) | ||||
Convertible debentures
|
– | (2.5 | ) | |||||
Intangible assets
|
(90.7 | ) | (79.0 | ) | ||||
Other
|
(9.3 | ) | (10.1 | ) | ||||
Total deferred tax liabilities
|
(242.1 | ) | (175.7 | ) | ||||
Deferred tax assets:
|
||||||||
Postretirement benefits other than pensions
|
9.5 | 10.3 | ||||||
Reserves and accruals
|
120.4 | 60.7 | ||||||
Net operating losses and tax credits
|
102.0 | 153.7 | ||||||
Pensions
|
16.6 | 16.1 | ||||||
Other
|
22.0 | 21.0 | ||||||
Total deferred tax assets
|
270.5 | 261.8 | ||||||
Valuation allowance
|
(29.7 | ) | (96.2 | ) | ||||
Net deferred tax liabilities
|
$ | (1.3 | ) | $ | (10.1 | ) |
Year Ended December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Balance at beginning of year
|
$ | 68.4 | $ | 60.4 | $ | 46.6 | ||||||
Increases due to tax positions taken prior to the fiscal year
|
4.2 | 1.0 | 26.1 | |||||||||
Increases due to tax positions taken during the fiscal year
|
76.1 | 5.2 | 12.7 | |||||||||
Decreases relating to settlements with tax authorities
|
(2.3 | ) | (0.3 | ) | (27.6 | ) | ||||||
Decreases resulting from the lapse of applicable statutes of limitation
|
(0.1 | ) | (0.2 | ) | (1.4 | ) | ||||||
Net increase due to translation and interest
|
2.1 | 2.3 | 4.0 | |||||||||
Balance at end of year
|
$ | 148.4 | $ | 68.4 | $ | 60.4 |
United States
|
United Kingdom
|
Canada
|
France
|
Germany
|
Norway
|
Singapore
|
Italy
|
2000
|
2007
|
2006
|
2006
|
2008
|
2010
|
2004
|
2007
|
Common
Stock
|
Treasury
Stock
|
Shares
Outstanding
|
||||||||||
Balance - December 31, 2008
|
236,316,873 | (19,424,120 | ) | 216,892,753 | ||||||||
Purchase of treasury stock
|
− | (935,178 | ) | (935,178 | ) | |||||||
Stock issued related to the NATCO acquisition
|
23,637,708 | 237,323 | 23,875,031 | |||||||||
Stock issued under stock compensation plans
|
− | 1,668,217 | 1,668,217 | |||||||||
Stock issued upon conversion of the 1.5% Convertible Debentures
|
3,156,891 | − | 3,156,891 | |||||||||
Balance - December 31, 2009
|
263,111,472 | (18,453,758 | ) | 244,657,714 | ||||||||
Purchase of treasury stock
|
– | (3,176,705 | ) | (3,176,705 | ) | |||||||
Stock issued under stock compensation plans
|
– | 2,432,821 | 2,432,821 | |||||||||
Balance - December 31, 2010
|
263,111,472 | (19,197,642 | ) | 243,913,830 | ||||||||
Purchase of treasury stock
|
– | (49,000 | ) | (49,000 | ) | |||||||
Stock issued under stock compensation plans
|
– | 1,667,245 | 1,667,245 | |||||||||
Balance - December 31, 2011
|
263,111,472 | (17,579,397 | ) | 245,532,075 |
December 31,
|
||||||||
(dollars in millions)
|
2011
|
2010
|
||||||
Accumulated foreign currency translation gain (loss)
|
$ | (28.7 | ) | $ | 31.5 | |||
Prior service credits, net, related to the Company’s pension and postretirement benefit plans
|
4.1 | 4.3 | ||||||
Actuarial losses, net, related to the Company’s pension and postretirement benefit plans
|
(60.3 | ) | (55.8 | ) | ||||
Change in fair value of derivatives accounted for as cash flow hedges and other, net of tax
|
(5.9 | ) | (7.1 | ) | ||||
$ | (90.8 | ) | $ | (27.1 | ) |
Year Ended December 31, 2011
|
||||||||||||||||||||
(dollars in millions)
|
DPS
|
V&M
|
PCS
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
Revenues
|
$ | 4,061.5 | $ | 1,663.0 | $ | 1,234.5 | $ | – | $ | 6,959.0 | ||||||||||
Depreciation and amortization
|
$ | 111.4 | $ | 40.3 | $ | 37.9 | $ | 17.0 | $ | 206.6 | ||||||||||
Interest, net
|
$ | – | $ | – | $ | – | $ | 84.0 | $ | 84.0 | ||||||||||
Income (loss) before income taxes
|
$ | 685.6 | $ | 294.1 | $ | 116.0 | $ | (444.6 | ) | $ | 651.1 | |||||||||
Capital expenditures
|
$ | 255.6 | $ | 34.8 | $ | 21.6 | $ | 76.1 | $ | 388.1 | ||||||||||
Total assets
|
$ | 4,784.5 | $ | 1,524.6 | $ | 2,101.9 | $ | 950.7 | $ | 9,361.7 |
Year Ended December 31, 2010
|
||||||||||||||||||||
(dollars in millions)
|
DPS
|
V&M
|
PCS
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
Revenues
|
$ | 3,718.3 | $ | 1,273.3 | $ | 1,143.2 | $ | – | $ | 6,134.8 | ||||||||||
Depreciation and amortization
|
$ | 93.0 | $ | 42.4 | $ | 54.9 | $ | 11.3 | $ | 201.6 | ||||||||||
Interest, net
|
$ | – | $ | – | $ | – | $ | 78.0 | $ | 78.0 | ||||||||||
Income (loss) before income taxes
|
$ | 666.7 | $ | 188.0 | $ | 131.9 | $ | (253.3 | ) | $ | 733.3 | |||||||||
Capital expenditures
|
$ | 104.6 | $ | 35.3 | $ | 19.7 | $ | 41.1 | $ | 200.7 | ||||||||||
Total assets
|
$ | 3,570.1 | $ | 1,299.7 | $ | 1,750.8 | $ | 1,384.5 | $ | 8,005.1 |
Year Ended December 31, 2009
|
||||||||||||||||||||
(dollars in millions)
|
DPS
|
V&M
|
PCS
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
Revenues
|
$ | 3,110.5 | $ | 1,194.7 | $ | 918.0 | $ | − | $ | 5,223.2 | ||||||||||
Depreciation and amortization
|
$ | 84.8 | $ | 36.2 | $ | 22.0 | $ | 13.6 | $ | 156.6 | ||||||||||
Interest, net
|
$ | – | $ | − | $ | – | $ | 86.5 | $ | 86.5 | ||||||||||
Income (loss) before income taxes
|
$ | 574.7 | $ | 211.3 | $ | 147.4 | $ | (290.6 | ) | $ | 642.8 | |||||||||
Capital expenditures
|
$ | 171.8 | $ | 50.0 | $ | 14.9 | $ | 4.2 | $ | 240.9 | ||||||||||
Total assets
|
$ | 3,345.0 | $ | 1,181.3 | $ | 1,837.8 | $ | 1,361.3 | $ | 7,725.4 |
Year Ended December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Revenues:
|
||||||||||||
United States
|
$ | 3,868.2 | $ | 3,281.5 | $ | 2,551.3 | ||||||
United Kingdom
|
741.2 | 1,041.0 | 663.4 | |||||||||
Other foreign countries
|
2,349.6 | 1,812.3 | 2,008.5 | |||||||||
Total revenues
|
$ | 6,959.0 | $ | 6,134.8 | $ | 5,223.2 |
December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Long-lived assets:
|
||||||||||||
United States
|
$ | 2,411.8 | $ | 1,896.6 | $ | 1,769.3 | ||||||
United Kingdom
|
167.4 | 197.7 | 232.8 | |||||||||
Other foreign countries
|
845.4 | 885.3 | 899.5 | |||||||||
Total long-lived assets
|
$ | 3,424.6 | $ | 2,979.6 | $ | 2,901.6 |
Year Ended December 31,
|
||||||||||||
(amounts in millions, except per share data)
|
2011
|
2010
|
2009
|
|||||||||
Net income
|
$ | 521.9 | $ | 562.9 | $ | 475.5 | ||||||
Average shares outstanding (basic)
|
245.0 | 243.1 | 221.4 | |||||||||
Common stock equivalents
|
2.1 | 2.4 | 2.2 | |||||||||
Incremental shares from assumed conversion of convertible debentures
|
2.1 | 2.0 | 1.4 | |||||||||
Shares utilized in diluted earnings per share calculation
|
249.2 | 247.5 | 225.0 | |||||||||
Earnings per share:
|
||||||||||||
Basic
|
$ | 2.13 | $ | 2.32 | $ | 2.15 | ||||||
Diluted
|
$ | 2.09 | $ | 2.27 | $ | 2.11 |
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Impact on net assets of indemnity settlement with BP Exploration and Production, Inc.
|
$ | (82.5 | ) | $ | – | $ | – | |||||
Net assets of NATCO acquired in exchange for Cameron common stock, excluding net cash acquired
|
$ | – | $ | – | $ | 954.1 | ||||||
NATCO purchase price allocation adjustment
|
$ | – | $ | (16.9 | ) | $ | – | |||||
Tax benefit of stock compensation plan transactions
|
$ | 4.9 | $ | 17.4 | $ | 9.7 | ||||||
Change in fair value of derivatives accounted for as cash flow hedges, net of tax
|
$ | (5.2 | ) | $ | (6.1 | ) | $ | 11.3 | ||||
Actuarial gain (loss) and impact of plan amendments, net, related to defined benefit pension and postretirement benefit plans
|
$ | (7.7 | ) | $ | 4.5 | $ | (23.0 | ) |
Fair Value Based on
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
|
Fair Value Based
on Significant Other
Observable Inputs
(Level 2)
|
Fair Value Based
on Significant
Unobservable Inputs
(Level 3)
|
Total
|
|||||||||||||||||||||||||||||
(dollars in millions)
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
||||||||||||||||||||||||
Cash and cash equivalents:
|
||||||||||||||||||||||||||||||||
Cash
|
$ | 491.7 | $ | 448.7 | $ | – | $ | – | $ | – | $ | – | $ | 491.7 | $ | 448.7 | ||||||||||||||||
Money market funds
|
133.4 | 266.3 | – | – | – | – | 133.4 | 266.3 | ||||||||||||||||||||||||
Commercial paper
|
– | 140.4 | 778.7 | – | – | 140.4 | 778.7 | |||||||||||||||||||||||||
U.S. treasury securities
|
– | 162.7 | – | – | – | – | – | 162.7 | ||||||||||||||||||||||||
U.S. non-governmental agency asset-backed securities
|
– | – | 27.8 | 137.1 | – | – | 27.8 | 137.1 | ||||||||||||||||||||||||
U.S. corporate obligations
|
29.1 | – | – | – | – | – | 29.1 | – | ||||||||||||||||||||||||
Non-U.S. bank and other obligations | 76.5 | 39.0 | – | – | – | – | 76.5 | 39.0 | ||||||||||||||||||||||||
Short-term investments:
|
||||||||||||||||||||||||||||||||
Commercial paper
|
– | – | 213.5 | – | – | – | 213.5 | – | ||||||||||||||||||||||||
U.S. Treasury securities
|
10.1 | – | – | – | – | – | 10.1 | – | ||||||||||||||||||||||||
U.S. non-governmental agency asset-backed securities
|
– | – | 77.3 | – | – | – | 77.3 | – | ||||||||||||||||||||||||
U.S. corporate obligations
|
122.6 | – | – | – | – | – | 122.6 | – | ||||||||||||||||||||||||
Derivatives, net asset (liability):
|
||||||||||||||||||||||||||||||||
Foreign currency contracts
|
– | – | (13.8 | ) | 0.3 | – | – | (13.8 | ) | 0.3 | ||||||||||||||||||||||
Interest rate contracts
|
– | – | 1.4 | 4.8 | – | – | 1.4 | 4.8 | ||||||||||||||||||||||||
$ | 863.4 | $ | 916.7 | $ | 446.6 | $ | 920.9 | $ | – | $ | – | $ | 1,310.0 | $ | 1,837.6 |
Notional
Amount
Swaps
|
Notional Amount - Buy
|
Notional Amount - Sell
|
||||||||||||||||||||||||||
(in millions)
|
2012
|
2012
|
2013
|
Total
|
2012
|
2013
|
Total
|
|||||||||||||||||||||
FX Forward Contracts
|
||||||||||||||||||||||||||||
Notional currency in:
|
||||||||||||||||||||||||||||
EUR
|
– | 123.7 | 11.3 | 135.0 | (25.2 | ) | – | (25.2 | ) | |||||||||||||||||||
GBP
|
– | 34.0 | – | 34.0 | (16.2 | ) | – | (16.2 | ) | |||||||||||||||||||
RON
|
– | – | – | – | (10.0 | ) | – | (10.0 | ) | |||||||||||||||||||
NOK
|
– | 90.0 | – | 90.0 | (37.2 | ) | – | (37.2 | ) | |||||||||||||||||||
SGD
|
– | 13.2 | – | 13.2 | – | – | – | |||||||||||||||||||||
USD
|
– | 48.5 | – | 48.5 | (88.9 | ) | (6.7 | ) | (95.6 | ) | ||||||||||||||||||
Interest Rate Swaps
|
||||||||||||||||||||||||||||
USD
|
800.0 | – | – | – | – | – | – |
December 31,
|
||||||||||||||||
2011
|
2010
|
|||||||||||||||
(dollars in millions)
|
Assets
|
Liabilities
|
Assets
|
Liabilities
|
||||||||||||
Derivatives designated as hedges:
|
||||||||||||||||
Foreign exchange contracts –
|
||||||||||||||||
Current
|
$ | 1.9 | $ | 7.0 | $ | 0.7 | $ | 1.8 | ||||||||
Non-current
|
– | 0.6 | – | – | ||||||||||||
Total derivatives designated as hedges
|
1.9 | 7.6 | 0.7 | 1.8 | ||||||||||||
Derivatives not designated as hedges:
|
||||||||||||||||
Foreign exchange contracts –
|
||||||||||||||||
Current
|
2.5 | 10.6 | 1.4 | – | ||||||||||||
Non-current
|
– | – | – | – | ||||||||||||
Interest rate swaps –
|
||||||||||||||||
Current
|
1.4 | – | – | – | ||||||||||||
Non-current
|
– | – | 4.8 | – | ||||||||||||
Total derivatives not designated as hedges
|
3.9 | 10.6 | 6.2 | – | ||||||||||||
Total derivatives
|
$ | 5.8 | $ | 18.2 | $ | 6.9 | $ | 1.8 |
Effective Portion
|
|||||||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships
|
Amount of
Pre-Tax
Gain (Loss) Recognized in OCI on
Derivatives at December 31,
|
Location of
Gain (Loss)
Reclassified from
Accumulated OCI
into Income
|
Amount of
Gain (Loss) Reclassified from
Accumulated OCI into Income at
December 31,
|
||||||||||||||||||||||
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
||||||||||||||||||||
Foreign exchange
contracts
|
$ | (6.3 | ) | $ | (9.0 | ) | $ | 17.9 |
Revenues
|
$ | 2.2 | $ | (4.9 | ) | $ | (17.3 | ) | ||||||||
Cost of
Goods sold
|
(9.4 | ) | (11.8 | ) | $ | (8.4 | ) | ||||||||||||||||||
Depreciation
expense
|
(0.1 | ) | (0.1 | ) | (0.1 | ) | |||||||||||||||||||
$ | (6.3 | ) | $ | (9.0 | ) | $ | 17.9 | $ | (7.3 | ) | $ | (16.8 | ) | $ | (25.8 | ) |
Year Ended December 31,
|
||||||||||||
(dollars in millions)
|
2011
|
2010
|
2009
|
|||||||||
Derivatives designated as hedging instruments:
|
||||||||||||
Foreign currency contracts –
|
||||||||||||
Cost of sales
|
$ | (0.8 | ) | $ | (0.7 | ) | $ | 2.8 | ||||
Derivatives not designated as hedging instruments:
|
||||||||||||
Foreign currency contracts –
|
||||||||||||
Cost of sales
|
(0.5 | ) | 2.7 | 1.1 | ||||||||
Other costs
|
(9.3 | ) | – | – | ||||||||
Equity call options – | ||||||||||||
Other costs
|
(12.2 | ) | – | – | ||||||||
Interest rate swaps – | ||||||||||||
Interest, net
|
(0.2 | ) | 7.2 | 1.2 | ||||||||
Total pre-tax gain (loss)
|
$ | (23.0 | ) | $ | 9.2 | $ | 5.1 |
2011 (quarter ended)
|
||||||||||||||||
(dollars in millions, except per share data)
|
March 31,
|
June 30,
|
September 30,
|
December 31,
|
||||||||||||
Revenues
|
$ | 1,501.3 | $ | 1,741.1 | $ | 1,685.9 | $ | 2,030.7 | ||||||||
Revenues less cost of sales (exclusive of depreciation and amortization)
|
$ | 443.4 | $ | 527.7 | $ | 549.3 | $ | 600.2 | ||||||||
Other costs
|
$ | 8.9 | $ | 20.1 | $ | 34.2 | $ | 114.2 | ||||||||
Net income
|
$ | 109.5 | $ | 148.0 | $ | 164.5 | $ | 99.9 | ||||||||
Earnings per share:
|
||||||||||||||||
Basic
|
$ | 0.45 | $ | 0.60 | $ | 0.67 | $ | 0.41 | ||||||||
Diluted
|
$ | 0.43 | $ | 0.59 | $ | 0.67 | $ | 0.40 |
2010 (quarter ended)
|
||||||||||||||||
(dollars in millions, except per share data)
|
March 31,
|
June 30,
|
September 30,
|
December 31,
|
||||||||||||
Revenues
|
$ | 1,346.7 | $ | 1,452.7 | $ | 1,527.1 | $ | 1,808.3 | ||||||||
Revenues less cost of sales (exclusive of depreciation and amortization)
|
$ | 432.6 | $ | 468.0 | $ | 478.4 | $ | 543.4 | ||||||||
Other costs
|
$ | 10.3 | $ | 18.4 | $ | 10.4 | $ | 8.1 | ||||||||
Net income
|
$ | 120.4 | $ | 129.2 | $ | 148.7 | $ | 164.6 | ||||||||
Earnings per share:
|
||||||||||||||||
Basic
|
$ | 0.49 | $ | 0.53 | $ | 0.61 | $ | 0.68 | ||||||||
Diluted
|
$ | 0.48 | $ | 0.52 | $ | 0.61 | $ | 0.66 |
Year Ended December 31,
|
||||||||||||||||||||
(dollars in millions, except per share data)
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||||||||||
Income Statement Data:
|
||||||||||||||||||||
Revenues
|
$ | 6,959.0 | $ | 6,134.8 | $ | 5,223.2 | $ | 5,848.9 | $ | 4,666.4 | ||||||||||
Costs and expenses:
|
||||||||||||||||||||
Cost of sales (exclusive of depreciation and amortization shown
separately below)
|
4,838.4 | 4,212.4 | 3,540.1 | 4,127.9 | 3,242.2 | |||||||||||||||
Selling and administrative expenses
|
1,001.5 | 862.3 | 715.6 | 668.3 | 577.6 | |||||||||||||||
Depreciation and amortization
|
206.6 | 201.6 | 156.6 | 132.1 | 109.8 | |||||||||||||||
Interest, net
|
84.0 | 78.0 | 86.5 | 43.0 | 13.1 | |||||||||||||||
Other costs
|
177.4 | 47.2 | 81.6 | − | − | |||||||||||||||
Charge for pension plan termination
|
– | – | − | 26.2 | 35.7 | |||||||||||||||
Total costs and expenses
|
6,307.9 | 5,401.5 | 4,580.4 | 4,997.5 | 3,978.4 | |||||||||||||||
Income before income taxes
|
651.1 | 733.3 | 642.8 | 851.4 | 688.0 | |||||||||||||||
Income tax provision
|
(129.2 | ) | (170.4 | ) | (167.3 | ) | (270.7 | ) | (199.8 | ) | ||||||||||
Net income
|
$ | 521.9 | $ | 562.9 | $ | 475.5 | $ | 580.7 | $ | 488.2 | ||||||||||
Basic earnings per share
|
$ | 2.13 | $ | 2.32 | $ | 2.15 | $ | 2.67 | $ | 2.23 | ||||||||||
Diluted earnings per share
|
$ | 2.09 | $ | 2.27 | $ | 2.11 | $ | 2.54 | $ | 2.11 | ||||||||||
Balance Sheet Data (at the end of period):
|
||||||||||||||||||||
Total assets
|
$ | 9,361.7 | $ | 8,005.1 | $ | 7,725.4 | $ | 5,902.4 | $ | 4,730.8 | ||||||||||
Stockholders’ equity
|
$ | 4,707.4 | $ | 4,392.4 | $ | 3,919.7 | $ | 2,344.5 | $ | 2,133.7 | ||||||||||
Long-term debt
|
$ | 1,574.2 | $ | 772.9 | $ | 1,232.3 | $ | 1,218.6 | $ | 682.4 | ||||||||||
Other long-term obligations
|
$ | 399.8 | $ | 265.9 | $ | 277.1 | $ | 228.0 | $ | 221.8 |
(Active as of December 31, 2011)
|
||||||||||||||
% Owned
|
State/Country of
|
|||||||||||||
By
|
% Owned
|
Incorporation or
|
||||||||||||
Cameron International Corporation (Delaware) -- Parent - 100
|
Subsidiary
|
By CAM
|
Organization
|
|||||||||||
1 - Cameron Algerie S.á.r.l. 13
|
100.000%
|
Algeria
|
||||||||||||
1 - Cameron Al Rushaid Limited Company
|
50.000%
|
Saudi Arabia
|
||||||||||||
1 - Cameron Gabon, S.A. (1 share owned by Chairman)
|
100.000%
|
Gabon
|
||||||||||||
1 - Cameron/Curtiss-Wright EMD LLC
|
50.000%
|
USA (Delaware)
|
||||||||||||
1 - Cameron Offshore Systems Nigeria Limited
|
100.000%
|
Nigeria
|
||||||||||||
1 - Cameron Services Middle East LLC (Joint Venture - 51% owned by 3rd party)
|
25%
|
24.000%
|
Oman
|
|||||||||||
1 - Cameron Venezolana, S.A. - (51% owned by Cameron Petroleum Equipment Group, Inc.)
|
49.000%
|
Venezuela
|
||||||||||||
1 - Cameron Angola - Prestaçao de Serviços, Limitada 13
|
100.000%
|
Angola
|
||||||||||||
1 - Compression Services Company
|
100.000%
|
USA (Ohio)
|
||||||||||||
1 - Cooper Cameron Foreign Sales Company Ltd.
|
100.000%
|
Barbados
|
||||||||||||
1 - Cameron International Holding Corp.12
|
88.870%
|
USA (Nevada)
|
||||||||||||
2 - Pressure Peak for Oil Equipment and Appliances Services and General Trading, Limited Liability Private Company
|
100%
|
Iraq
|
||||||||||||
2 - Cameron Lux I SARL9
|
100%
|
Luxembourg
|
||||||||||||
3 - Cameron Systems Angola, Ltd.18
|
49%
|
Cayman Islands
|
||||||||||||
3 - Cameron Middle East Ltd.
|
100%
|
Cayman Islands
|
||||||||||||
4 - Cameron Middle East FZE
|
100%
|
United Arab Emirites
|
||||||||||||
3 - Cameron Products Ltd.
|
100%
|
Cayman Islands
|
||||||||||||
3 - Cameron Russia Ltd.
|
100%
|
Cayman Islands
|
||||||||||||
3 - Cameron Services Russia Ltd.
|
100%
|
Cayman Islands
|
||||||||||||
3 - Cameron Cayman Limited19
|
100%
|
Cayman Islands
|
||||||||||||
4 - ShanDong Cameron Petroleum Equipment, Ltd.
|
100%
|
China
|
||||||||||||
3 - Cameron (Trinidad) Limited
|
100%
|
Trinidad and Tobago
|
||||||||||||
3 - Cameron International Malaysia Sdn Bhd (Malaysia residents own 2 shares)
|
99.99%
|
Malaysia
|
||||||||||||
3 - Cooper Cameron Libya Limited
|
50%
|
Malta
|
||||||||||||
3 - Cameron Lux II SARL
|
100%
|
Luxembourg
|
||||||||||||
4 - Cameron Lux III SARL
|
100%
|
Luxembourg
|
||||||||||||
5 - Cameron Lux V SARL16
|
79.760%
|
20.240%
|
Luxembourg
|
|||||||||||
6 - Cameron Lux IV SARL
|
100%
|
Luxembourg
|
||||||||||||
7 - NATCO Canada, ULC
|
100%
|
Canada (Alberta)
|
||||||||||||
6 - Cameron Lux AUD SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron Lux BRL SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron Lux CAD SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron Lux EUR SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron Lux GBP SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron Lux MXN SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron Lux MYR SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron Lux NOK SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron Lux USD SARL
|
100%
|
Luxembourg
|
||||||||||||
6 - Cameron APME Holding Pty Ltd14
|
100%
|
Australia
|
||||||||||||
7 - Cameron Australasia Pty. Ltd.
|
100%
|
Australia
|
||||||||||||
8 - Cooper Cameron Valves Australia Pty. Ltd.
|
100%
|
Australia
|
||||||||||||
8 - Geographe Energy Pty Ltd
|
100%
|
Australia
|
||||||||||||
7 - Cameron (Singapore) Pte. Ltd.
|
100%
|
Singapore
|
||||||||||||
8 - Cameron Systems Shanghai Co., Ltd.
|
100%
|
China
|
||||||||||||
8 - Riyan Cameron (B) Sendirian Berhad
|
85%
|
Brunei
|
||||||||||||
8 - PT Cameron Systems - (Joint Venture - 8% owned by 3rd party)
|
92%
|
Indonesia
|
||||||||||||
8 - Cameron Equipment (Shanghai) Co., Ltd.
|
100%
|
China
|
||||||||||||
8 - Cameron Beijing Commercial Co., Ltd.
|
100%
|
China
|
||||||||||||
8 - Cooper Cameron Corporation Sdn Bhd
|
100%
|
Malaysia
|
||||||||||||
8 - Cameron (Shenzhen) Systems Co., Ltd.
|
100%
|
China
|
||||||||||||
8 - Cameron (Gaomi) Systems Co., Ltd.
|
100%
|
China
|
||||||||||||
7 - Cameron International Malaysia Systems Sdn Bhd
|
100%
|
Malaysia
|
||||||||||||
8 - Cameron Solutions Sdn Bhd
|
100%
|
Malaysia
|
||||||||||||
6 - Cameron GmbH
|
100%
|
Germany
|
||||||||||||
6 - Cameron Ireland Limited
|
100%
|
Ireland
|
||||||||||||
6 - Cameron Systems (Ireland) Limited
|
100%
|
Ireland
|
||||||||||||
6 - Cameron Italy Holding S.r.l.
|
100%
|
Italy
|
||||||||||||
7 - Cameron Italy S.R.L.
|
100%
|
Italy
|
||||||||||||
7 - Cameron Systems S.R.L.
|
100%
|
Italy
|
||||||||||||
6 - Cameron Holding (Dutch) B.V.
|
100%
|
Netherlands
|
||||||||||||
7 - Cameron Canada Corporation23
|
100%
|
Canada (Nova Scotia)
|
||||||||||||
8 - Cameron Lux APME SARL
|
100%
|
Luxembourg
|
||||||||||||
7 - Cameron do Brasil Ltda. (1 share owned by Cameron Lux II SARL)
|
100%
|
Brazil
|
||||||||||||
8 - On/Off Manufatura e Comércio de Vávulas Ltda.
|
100%
|
Brazil
|
||||||||||||
[1 share owned by Cameron Lux I SARL]
|
||||||||||||||
9 - Vescon Equipamentos Industriais Ltda.
|
100%
|
Brazil
|
||||||||||||
6 - Cameron Petroleum (UK) Limited
|
100%
|
United Kingdom
|
||||||||||||
7 - Cameron France, S.A.S.
|
100%
|
France
|
||||||||||||
7 - Cameron Norge Holding AS
|
100%
|
Norway
|
||||||||||||
8 - TS-Technology AS
|
100%
|
Norway
|
||||||||||||
7 - Cameron Limited
|
100%
|
United Kingdom
|
||||||||||||
8 - Cameron Petroleum Investments Limited
|
100%
|
United Kingdom
|
||||||||||||
9 - Cameron Manufacturing (India) Private Limited
|
100%
|
India
|
||||||||||||
9 - Flow Control-Tati Production Sdn. Bhd.
|
49%
|
Malaysia
|
||||||||||||
8 - Cameron Offshore Engineering Limited
|
100%
|
United Kingdom
|
||||||||||||
8 - Cameron Pensions Trustee Limited
|
100%
|
United Kingdom
|
||||||||||||
8 - D.E.S. Operations Limited
|
100%
|
Scotland
|
||||||||||||
9 - DES Operations, Inc.
|
100%
|
USA (Texas)
|
||||||||||||
8 - International Valves Limited
|
100%
|
United Kingdom
|
||||||||||||
8 - Jiskoot Holdings Limited
|
100%
|
United Kingdom
|
||||||||||||
9 - Jiskoot Limited
|
100%
|
United Kingdom
|
||||||||||||
8 - Cameron Technologies UK Limited
|
100%
|
United Kingdom
|
||||||||||||
8 - Cameron Systems Limited
|
100%
|
United Kingdom
|
||||||||||||
9 - KCC Group Limited [in process of liquidation]
|
100%
|
United Kingdom
|
||||||||||||
10 - KCC Resources (Jersey) Limited
|
100%
|
Jersey
|
||||||||||||
8 - Axsia Group Limited [in process of liquidation]
|
100%
|
United Kingdom
|
||||||||||||
9 - Axsia Limited [in process of liquidation]
|
100%
|
United Kingdom
|
||||||||||||
9 - Richard Mozley Limited [in process of liquidation]
|
100%
|
United Kingdom
|
||||||||||||
8 - Petreco International (Middle East) Limited
|
100%
|
United Kingdom
|
||||||||||||
8 - KCC Process Equipment Limited [in process of liquidation]
|
100%
|
United Kingdom
|
||||||||||||
8 - RJB Engineering (UK) Limited [in process of liquidation]
|
100%
|
United Kingdom
|
||||||||||||
8 - Axsia Howmar Limited
|
100%
|
United Kingdom
|
||||||||||||
9 - Fluid Processing (L) Bhd
|
100%
|
Labuan
|
||||||||||||
8 - Cameron Products Limited
|
100%
|
United Kingdom
|
||||||||||||
9 - Axsia Serck Baker (Nigeria) Limited (50% owned by Axsia Limited)
|
50%
|
Nigeria
|
||||||||||||
9 - Fluid Processing Sdn Bhd7
|
20%
|
Malaysia
|
||||||||||||
8 - Petreco-KCC Limited [in process of liquidation]
|
100%
|
United Kingdom
|
||||||||||||
7 - Cameron International Holding B.V.
|
100%
|
Netherlands
|
||||||||||||
8 - Cameron Energy Services B.V.
|
100%
|
Netherlands
|
||||||||||||
8 - Cameron B.V.
|
100%
|
Netherlands
|
||||||||||||
8 - Cameron Holding (Norway) AS
|
100%
|
Norway
|
||||||||||||
9 - Cameron Norge AS
|
100%
|
Norway
|
||||||||||||
6 - Cameron Wellhead Services, LLC
|
100%
|
USA (Nevada)
|
||||||||||||
7 - Cameron (Malaysia) Sdn Bhd1
|
49%
|
Malaysia
|
||||||||||||
8 - Cooper Cameron Valves Singapore Pte. Ltd.
|
100%
|
Singapore
|
||||||||||||
7 - Cameron Argentina S.A.I.C. (122,700 shares owned by Cameron Petroleum Equipment Group, Inc. -1%)
|
100%
|
Argentina
|
||||||||||||
7 - Cameron de Mexico S.A. de C.V. 13
|
100%
|
Mexico
|
||||||||||||
6 - NATCO Luxembourg S.á.r.l.
|
100%
|
Luxembourg
|
||||||||||||
7 - Cameron AS
|
100%
|
Norway
|
||||||||||||
8 - Cameron Systems AS
|
100%
|
Norway
|
||||||||||||
7 - NATCO Al Rushaid Middle East Ltd.6
|
50%
|
Saudi Arabia
|
||||||||||||
7 - NATCO Process Systems Pte Ltd.2 (in process of liquidation; estimated to be closed April 22, 2012)
|
100%
|
Singapore
|
||||||||||||
6 - Cameron Industries Limited
|
100%
|
United Kingdom
|
||||||||||||
7 - Axsia Holdings Limited
|
100%
|
United Kingdom
|
||||||||||||
6 - Cameron Poland sp. zo.o.
|
100%
|
Poland
|
||||||||||||
5 - Cameron Korea Limited
|
100%
|
Korea
|
||||||||||||
5 - Cameron Valves - Trading and Industrial Services, Sociedad Unipessoal LDA
|
100%
|
Portugal
|
||||||||||||
6 - Cameron Valves & Measurement West Africa Limited
|
70%
|
Nigeria
|
||||||||||||
5 - Cameron Netherlands B.V.
|
100%
|
Netherlands
|
||||||||||||
6 - Cameron Egypt LLC (.1% owned by Cameron Lux III SARL)
|
100%
|
Egypt
|
||||||||||||
6 - Cameron Euro Automation Center B.V.
|
100%
|
Netherlands
|
||||||||||||
6- Caméron România S.R.L.
|
100%
|
Romania
|
||||||||||||
6 - Cameron Investment Holding LLC (.1% owned by Cameron Lux III SARL)
|
100%
|
Russia
|
||||||||||||
5 - SBS Oilfield Equipment GmbH
|
100%
|
Austria
|
||||||||||||
5 - SBS Immobilienentwicklung und -verwertungs GmbH (0.1% owned by Cameron Limited)
|
100%
|
Austria
|
||||||||||||
5 - Geographe Energy Singapore Pte Ltd
|
100%
|
Singapore
|
||||||||||||
6 - PT Geographe Energy Indonesia
|
100%
|
Indonesia
|
||||||||||||
4 - Cameron Ireland Holding Company15
|
100%
|
Ireland
|
||||||||||||
1 - Cameron (Holding) Corp.17
|
73.60%
|
26.400%
|
USA (Nevada)
|
|||||||||||
2- Cameron Technologies, Inc.
|
100%
|
USA (Delaware)
|
||||||||||||
3 - NuFlo Finance and Royalty Company
|
100%
|
USA (Delaware)
|
||||||||||||
3 - Cameron Technologies US, Inc.
|
100%
|
USA (Delaware)
|
||||||||||||
2- Newco Valves, LLC11
|
51%
|
USA (Texas)
|
||||||||||||
3 - Newmans SRL (80% owned by Barone Aldo)
|
20%
|
Italy
|
||||||||||||
3 - Newmans Valves Limited
|
100%
|
Canada
|
||||||||||||
4 - Newmans International Ltd.
|
100%
|
China (Hong Kong)
|
||||||||||||
5 - Newmans Valve Australia Pty
|
100%
|
Australia
|
||||||||||||
5 - Newmans Shanghai Trading Ltd.
|
100%
|
China
|
||||||||||||
5 - Newmans (Yancheng) Valve Manufacturing Ltd.20
|
51%
|
China
|
||||||||||||
6 - Newmans (Yancheng) Cast Steel Ltd.21
|
70%
|
China
|
||||||||||||
5 - Newmans (Yancheng) Ball Valves Ltd.22
|
26%
|
China
|
||||||||||||
5 - Newmans (Dalian) Forged Steel Co. Ltd.
|
50%
|
China
|
||||||||||||
3 - Precision Actuation Systems LLC
|
100%
|
USA (New Jersey)
|
||||||||||||
1 - Sequel Holding, Inc.
|
100.000%
|
USA (Delaware)
|
||||||||||||
1 - Cameron Systems de Venezuela, S.A.
|
100.000%
|
Venezuela
|
||||||||||||
1 - Cameron Energy Services International, Inc.
|
100.000%
|
USA (Ohio)
|
||||||||||||
2 - Canada Tiefbohrgeräte und Maschinenfabrik GmbH 13
|
100%
|
Austria
|
||||||||||||
1 - Cameron Petroleum Equipment Group, Inc.
|
100.000%
|
USA (Delaware)
|
||||||||||||
1 - NATCO Group Inc.
|
100.000%
|
USA (Delaware)
|
||||||||||||
2 - Cameron Resources Inc.
|
100%
|
USA (Delaware)
|
||||||||||||
3 - Cameron Solutions Inc.
|
100%
|
USA (Delaware)
|
||||||||||||
4 - NATCO do Brasil Industria, Comercio e Servicos de Petróleo e Gás Ltda. (1% owned by NATCO Holdings LLC)
|
100%
|
Brazil
|
||||||||||||
4 - Cameron Colombia Ltda (1 share owned by NATCO Holdings LLC)
|
100%
|
Colombia
|
||||||||||||
4 - NATCO Holdings LLC
|
100%
|
USA (Delaware)
|
||||||||||||
4 - Linco-Electromatic, Inc.
|
100%
|
USA (Texas)
|
||||||||||||
4 - Connor Sales Company, Inc.
|
100%
|
USA (North Dakota)
|
||||||||||||
4 - NATCO Group de Venezuela, S.A.
|
100%
|
Venezuela
|
||||||||||||
4 - Cameron Japan Ltd.3
|
60%
|
Japan
|
||||||||||||
4 - Cameron Inc.
|
100%
|
USA (Louisiana)
|
||||||||||||
5 - TEST International8
|
100%
|
Cayman Islands
|
||||||||||||
5 - TEST Angola - Tecnologia e Serviços Petrolíferos, Lda.4
|
49%
|
Angola
|
||||||||||||
5 - TPS (Technical Petroleum Services) Nigeria Limited
|
100%
|
Nigeria
|
||||||||||||
5 - Process Analytical Applications, Inc.
|
100%
|
USA (Texas)
|
||||||||||||
5 - TEST Saudi Arabia Ltd.10
|
50%
|
Saudi Arabia
|
||||||||||||
4 - Petreco-KCC Holding, Inc.
|
100%
|
USA (Delaware)
|
||||||||||||
4 - NTG Group de Mexico, S. de R.L. de C.V. (1% owned by NATCO Group Inc.)
|
100%
|
Mexico
|
||||||||||||
4 - NTC Technical Services Sdn. Bhd.
|
100%
|
Malaysia
|
||||||||||||
1 - Cameron Village LLC
|
100%
|
USA (Delaware)
|
||||||||||||
1 - LeTourneau Technologies Drilling Systems, Inc.
|
100%
|
USA (Texas)
|
||||||||||||
2 - LeTourneau Technologies Asia Pte. Ltd.
|
100%
|
Singapore
|
||||||||||||
2 - LeTourneau Technologies Middle East FZE
|
100%
|
United Arab Emirites
|
||||||||||||
1 Local Malaysian law requires that a majority of stock be owned by local residents. Attorney/agents hold 51% of stock on CIC's behalf.
|
||||||||||||||
2 Dormant. Created for aborted acquisition.
|
||||||||||||||
3 20% owned by Daichi; 20% owned by Modec
|
||||||||||||||
4 51% owned by Prodiaman
|
||||||||||||||
6 50% owned by Al Rushaid Petroleum Investment Company
|
||||||||||||||
7 80% owned by local partner
|
||||||||||||||
8 NATCO International payroll company
|
||||||||||||||
9 Formerly a Cayman entity; formerly named Cameron Holding (Cayman) Limited
|
||||||||||||||
10 50% owned by Abdulla Alsukwaket Trading & Contract
|
||||||||||||||
11 49% owned by Argonaut Holdings, LLC (33.24329%), BOKF-CS (Newco Valves), LLC (5.08148%), Steven and Paula Mines 2007 Living Trust (5.39412%), Tulsa-N-Trust (.78111%), Virginia Restovic (2.25%) and Ionel Nechiti (2.25%) | ||||||||||||||
12 8.13% owned by Cameron Energy Services International Inc., 2.62% owned by Cameron Solutions Inc., .38% owned by Cameron Technologies, Inc.
|
||||||||||||||
13 1 share owned by Cameron Petroleum Equipment Group, Inc.
|
||||||||||||||
14 90% of ordinary shares held by Cameron Lux V SARL; 10% ordinary shares and 100% preference shares held by Cameron Lux APME SARL
|
||||||||||||||
15 Cameron Lux II SARL owns 90% and Cameron Lux V SARL owns 10%
|
||||||||||||||
16 4.57% by Cameron International Corporation, 4.37% by Cameron Solutions Inc. and 91.06% by Cameron Lux III SARL;
|
||||||||||||||
for US tax purposes only 20.24% by Cameron International Corporation, 19.32% by Cameron Solutions Inc. and 60.44% by Cameron Lux III SARL
|
||||||||||||||
17 73.6% owned by Cameron International Holding Corp.
|
||||||||||||||
18 Joint Venture 51% owned by Mahinda Serviços; in process of changing name to Cameron Systems Angola Ltd.
|
||||||||||||||
19 19.9% owned by Cameron Lux V SARL; 80.1% held by Cameron Lux I SARL
|
||||||||||||||
20 51% owned by Newmans International Ltd. (Pty B) and 49% owned by Yancheng Shending Valves Co., Ltd (Pty A)
|
||||||||||||||
21 30% owned by Newmans International Ltd. and 40% owned by Newmans (Yancheng) Valves Manufacturing Ltd
|
||||||||||||||
22 49% owned by Yancheng Fenda Hydraulic Pressure Machinary Co., Ltd. (Pty A) and 25% owned by Yancheng Shending Valves Co., Ltd (Pty B)
|
||||||||||||||
23 Natco Canada ULC owns 59,452,742 Class A Preferred Shares
|
Registration
Statement No.
|
Purpose
|
No. 333-26923
No. 33-95004
|
Form S-8 Registration Statements pertaining to the Amended and Restated Cooper Cameron Corporation Long-Term 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. 333-79787
|
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 Statement pertaining to the Cooper Cameron Corporation
|
No. 333-82082
|
Broad Based 2000 Incentive Plan
|
No. 333-61820
|
|
No. 333-104755
|
|
No. 333-128414
|
Form S-8 Registration Statement pertaining to the Cameron International Corporation 2005 Equity Incentive Plan
|
No. 333-136900
|
|
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 Nonqualified Deferred Compensation Plan
|
No. 333-178708
|
Form S-3 ASR Registration Statement pertaining to the Cameron International Corporation Shelf Registration of securities
|
/s/ Jack B. Moore
|
|
Jack B. Moore
|
|
President & Chief Executive Officer
|
/s/ Charles M. Sledge
|
|
Charles M. Sledge
|
|
Senior Vice President & Chief Financial Officer
|
(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.
|
/s/ Jack B. Moore
|
|
Name: Jack B. Moore
|
|
Title: President and Chief Executive Officer
|
|
/s/ Charles M. Sledge
|
|
Name: Charles M. Sledge
|
|
Title: Senior Vice President and Chief Financial Officer
|
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