form11-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT


þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011


o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-13884

Full title of the Plan and the address of the Plan, if different from that of the issuer named below:

INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING

UNIT EMPLOYEES AT THE CAMERON INTERNATIONAL CORPORATION

BUFFALO, NEW YORK PLANT

Name of issuer of the securities held pursuant to the Plan and the address of the principal executive office:

CAMERON INTERNATIONAL CORPORATION

1333 West Loop South, Suite 1700

Houston, Texas 77027

Financial Statements

Individual Account Retirement Plan for Bargaining Unit Employees at the

Cameron International Corporation Buffalo, New York Plant

As of December 31, 2011 and 2010 and for the year ended December 31, 2011

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

Financial Statements

As of December 31, 2011 and 2010 and for the year ended December 31, 2011

Contents

Report of Independent Registered Public Accounting Firm - MFR, P.C.	1

Audited Financial Statements
Statements of Net Assets Available for Benefits	2
Statement of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4

Signature	16
Consent of Independent Registered Public Accounting Firm - MFR, P.C.	18

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Participants and Cameron Benefits Committee

Individual Account Retirement Plan for Bargaining Unit Employees at the

Cameron International Corporation Buffalo, New York Plant:

We have audited the accompanying statements of net assets available for benefits of the Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant (the “Plan”), as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010, and the changes in its net assets available for benefits for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ MFR, P.C.

Houston, Texas

June 27, 2012

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

Statements of Net Assets Available for Benefits

	December 31,
	2011			2010

Assets
Plan interest in the Cameron International Corporation Master Trust	$	28,399,019		$	27,244,921
Net assets reflecting all investments at fair value		28,399,019			27,244,921


Adjustment from fair value to contract value for interest in Cameron International Corporation Master Trust relating to fully benefit-responsive investment contracts		(284,290	)		(258,757	)

Net assets available for benefits	$	28,114,729		$	26,986,164

The accompanying notes are an integral part of these statements.

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

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2011

Additions:
Employer contributions	$	794,196
Employee contributions		1,158,409
Rollover contributions		45,974
Net investment gain from the Cameron International Corporation Master Trust		150,360
Total additions		2,148,939

Deductions:
Administrative fees		31,006
Benefits paid to participants		989,368
Total deductions		1,020,374

Net increase in net assets available for benefits		1,128,565

Net assets available for benefits at:
Beginning of year		26,986,164
End of year	$	28,114,729

The accompanying notes are an integral part of these statements.

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

Notes to Financial Statements

1. Description of the Plan

The Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant (the “Plan”) is a profit-sharing plan which provides payments to eligible employees of Cameron International Corporation and certain subsidiaries (the “Company”) at termination, retirement, death or disability. All union employees of the Company belonging to Local Lodge No. 330, District 76 of the International Association of Machinists and Aerospace Workers, are eligible for participation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

In June 2010, Plan Participants were notified that the Plan sponsor elected to change trustees. In March 2011, Plan assets totaling $28,024,657 were transferred to T. Rowe Price Trust Company.

The Company contributes to each participant’s account monthly based on hours actively worked and specific contribution rates as defined in the Plan document. Contributions are also made for each hour incurred for overtime, vacations or holidays, but excludes sick time for which the employee may be paid. Company contributions are allocated among the investment fund options that have been selected by each employee. All active participants in the Plan are 100% vested in the employer contributions upon completion of three years of service (three-year cliff vesting).

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

In 2011, forfeited nonvested accounts totaling $53,171 were used to reduce employer contributions.

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

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.

More detailed information about the Plan, including the funding, vesting and benefit provisions, is contained in the Summary Plan Description. A copy of this pamphlet is available at the Company’s corporate office.

2. Significant Accounting Policies

Accounting Principles

The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

As required under generally accepted accounting principles, the statements of net assets available for benefits present investment contracts at fair value as well as an additional line item showing an adjustment of fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts.

Employer profit-sharing contributions and employee contributions are recorded in the period in which the related employee services are rendered.

Benefit payments to participants are recorded upon distribution.

Investments

The Plan’s investments are held in the Cameron International Corporation Master Trust (“Master Trust”). T. Rowe Price Trust Company serves as trustee of the Master Trust. The Plan participates in only certain investment accounts of the Master Trust. The fair value of the Plan’s interest in the Master Trust is based on the specific interests that it has in each of the underlying participant-directed investment accounts.

The following is a summary of those investment accounts and the Plan’s beneficial interest in those investment accounts as of December 31, 2011 and 2010.

	Beneficial Interest at December 31,
	2011			2010

Cameron International Stock Fund		1.43	%		1.01	%
Fidelity Growth Company Fund		100.00			100.00
PRIMCO Stable Value Fund		3.90			4.61
American Century Instl-Adj. Bond Fund		3.10			6.44
American Funds AMCAP R6		2.86			2.72
American Funds Capital World Bond Fund R6		2.89			3.12
American Funds EuroPacific Growth Fund R6		3.76			4.45
American Funds Washington Mutual Fund R6		3.31			3.31
DFA Emerging Markets Portfolio		1.96			1.66
Vanguard LifeStrategy Conservative Growth Fund		1.31			1.23
Vanguard LifeStrategy Growth Fund		3.02			3.90
Vanguard LifeStrategy Income Fund		1.06			0.39
Vanguard LifeStrategy Moderate Growth Fund		1.34			1.14
Vanguard Small-Cap Growth Index Fund Investor Shares		3.62			3.88
Vanguard Small-Cap Value Index Fund Investor Shares		3.29			3.08
Vanguard Total Bond Market Index Fund Investor Shares		3.08			3.24
Vanguard Total Inst’l Stock Index Fund Investor Shares		1.36			0.12
Vanguard Total Stock Market Index Fund Investor Shares		1.89			1.76

Purchases and sales of securities by the Master Trust are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded as of the ex-dividend date.

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

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

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

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

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

The following table sets forth by level, within the fair value hierarchy, the investments of the Master Trust as of December 31, 2011:

	Investments at Fair Value at December 31, 2011
	Level 1		Level 2		Level 3		Total
Master Trust Investments:
Mutual funds:
U.S. equity funds	$	306,841,038		–		–	$	306,841,038
Non-U.S. equity funds		58,856,404		–		–		58,856,404
U.S. bond funds		123,964,874		–		–		123,964,874
Non-U.S. bond fund		3,628,179		–		–		3,628,179
Blended equity and bond funds		85,155,535		–		–		85,155,535
Common stocks		230,778,724		–		–		230,778,724
Collective trusts:
Money market fund		18,117,205		–		–		18,117,205
Bond funds		–		138,604,384		138,363		138,742,747
Total Master Trust investments at fair value:	$	827,341,959		138,604,384		138,363	$	966,084,706

The following table sets forth by level, within the fair value hierarchy, the investments of the Master Trust as of December 31, 2010:

	Investments at Fair Value at December 31, 2010
	Level 1		Level 2		Level 3		Total
Master Trust Investments:
Money market funds	$	237,188		1,155		–	$	238,343
Mutual funds:
U.S. equity funds		316,258,608		–		–		316,258,608
Non-U.S. equity funds		68,588,738		–		–		68,588,738
U.S. bond funds		118,486,222		–		–		118,486,222
Non-U.S. bond fund		1,313,453		–		–		1,313,453
Blended equity and bond funds		13,948,495		–		–		13,948,495
Common stocks		249,896,437		–		–		249,896,437
Collective trusts:
Money market fund		8,847,391		–		–		8,847,391
Bond funds		–		123,379,592		46,600		123,426,192
Total Master Trust investments at fair value:	$	777,576,532		123,380,747		46,600	$	901,003,879

The table below sets forth a summary of changes in the fair value of the Master Trust’s Level 3 investments for the year ended December 31, 2011:

	Wrapper contracts in collective trusts
Balance at beginning of year	$	46,600
Unrealized gain		91,763
Balance at end of year	$	138,363

The PRIMCO Stable Value Fund (“Stable Value Fund”) is a master trust investment account managed by AMVESCAP National Trust Company, an affiliate of INVESCO Institutional (N.A.), Inc., the trustee of the INVESCO Group Trust for Retirement Savings, a Common Collective Trust, in which the assets of multiple qualified plans are invested. The Stable Value Fund invests in actively managed synthetic bank and insurance company investment contracts (“SICs”) and in guaranteed investment contracts (“GICs”). These contracts have varying yields and maturity dates and are fully benefit responsive. These contracts are stated at contract value which represents cost plus accrued income. The fair value of the GICs has been estimated by discounting the related cash flows based on current yields of similar instruments with comparable durations. Individual assets of the SICs are valued at representative quoted market prices. The fair value of the wrap contracts for the SICs is determined using the market approach discounting methodology which incorporates the difference between current market level rates for contract level wrap fees and the wrap fee being charged. The difference is calculated as a dollar value and discounted by the prevailing interpolated swap rate as of period-end.

Although it is management’s intention to hold the investment contracts until maturity, certain investment contracts provide for adjustments to contract value for withdrawals made prior to maturity.

Risks and Uncertainties

The Master Trust provides for various investments which, in general, are exposed to interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is likely that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and individual participant account balances.

Recently Issued Accounting Pronouncements

In May 2011, the FASB released accounting guidance that requires new fair value measurement classification disclosures and clarifies existing disclosures. The guidance requires disclosures about the categorization by level for items that are only required to be disclosed at fair value and information about transfers between Level 1 and Level 2. It also clarifies the existing fair value disclosures regarding measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. Furthermore, the guidance requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. The new guidance is effective for reporting periods beginning after December 15, 2011. The adoption will not have a material effect on the statement of net assets available for benefits and statement of changes in net assets available for benefits. Plan management has not determined the impact on the disclosures in the financial statements.

3. Separate Investment Accounts of the Cameron International Corporation Master Trust

The purpose of the Master Trust is the collective investment of the assets of participating employee benefit plans of the Company. Master Trust assets are allocated among participating plans by assigning to each plan those transactions (primarily contributions, benefit payments and certain administrative expenses) which can be specifically identified and by allocating among all plans, in proportion to the fair value of the assets assigned to each plan, the income and expenses resulting from the collective investment of the assets. The Master Trust includes assets of other employee benefit plans in addition to this Plan.

The following table presents the fair value of investments for the separate investment accounts of the Master Trust:

December 31, 2011

Cameron International Stock Fund

Managed Income Portfolio

PRIMCO

Stable Value Fund

American Century Inst’l-Adj Bond Fund

American Funds AMCAP R6

American Funds Capital World Bond Fund R6

American Funds EuroPacific Growth Fund R6

American Funds Washington Mutual Fund R6

DFA Emerging Markets Portfolio

Fidelity Growth Company Fund

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard Small-Cap Growth Index Fund Investor Shares

Vanguard Small-Cap Value Index Fund Investor Shares

Vanguard Total Bond Market Index Fund Investor Shares

Vanguard Total Int’l Stock Index Fund Investor Shares

Vanguard Total Stock Market Index Fund Investor Shares

Total

Assets:

Net unsettled sales of investments

135,757

–

135,757

Investments at fair value as determined by quoted market prices:

Cameron International Corporation Common Stock

230,778,724

–

230,778,724

Managed Income Portfolio

–

1,703,803

–

1,703,803

American Century Intl-Adj Bond Inst’l Fund

–

5,688,972

–

5,688,972

Fidelity Money Market Fund

–

18,117,205

–

18,117,205

American Funds AMCAP R6

–

70,630,774

–

70,630,774

American Funds Capital World Bond Fund R6

–

3,628,179

–

3,628,179

American Funds EuroPacific Growth

Fund R6

–

51,261,586

–

51,261,586

American Funds Washington Mutual

Fund R6

–

99,810,087

–

99,810,087

DFA Emerging Markets Portfolio

–

4,754,609

–

4,754,609

Fidelity Growth Company Fund

–

2,077,032

–

2,077,032

Vanguard LifeStrategy Conserv-ative Growth Fund

–

20,624,274

–

20,624,274

Vanguard LifeStrategy Growth Fund

–

24,555,802

–

24,555,802

Vanguard LifeStrategy Income Fund

–

9,326,583

–

9,326,583

Vanguard LifeStrategy Moderate Growth Fund

–

30,648,876

–

30,648,876

Vanguard Small-Cap Growth Index Fund Investor Shares

–

44,879,528

–

44,879,528

Vanguard Small-Cap Value Index Fund Investor Shares

–

57,150,271

–

57,150,271

Vanguard Total Bond Market Index Fund Investor Shares

–

116,572,099

–

116,572,099

Vanguard Total Int’l Stock Index Fund Investor Shares

–

2,840,209

–

2,840,209

Vanguard Total Stock Market Index Fund Investor Shares

–

32,293,346

Investments at

estimated fair

value

INVESCO Group Trust for Retirement Savings:

Investments

–

138,604,384

–

––

–

138,604,384

Wrapper Contracts

–

138,363

–

138,363

Total

investments

230,778,724

1,703,803

156,859,952

5,688,972

70,630,774

3,628,179

51,261,586

99,810,087

4,754,609

2,077,032

20,624,274

24,555,802

9,326,583

30,648,876

44,879,528

57,150,271

116,572,099

2,840,209

32,293,346

966,084,706

Net assets reflecting all investments at fair value

230,914,481

1,703,803

156,859,952

5,688,972

70,630,774

3,628,179

51,261,586

99,810,087

4,754,609

2,077,032

20,624,274

24,555,802

9,326,583

30,648,876

44,879,528

57,150,271

116,572,099

2,840,209

32,293,346

966,220,463

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

–

(7,283,370

)

–

(7,283,370

)

Net assets available to participating plans

230,914,481

1,703,803

149,576,582

5,688,972

70,630,774

3,628,179

51,261,586

99,810,087

4,754,609

2,077,032

20,624,274

24,555,802

9,326,583

30,648,876

44,879,528

57,150,271

116,572,099

2,840,209

32,293,346

958,937,093

The following table presents the fair value of investments for the separate investment accounts of the Master Trust:

December 31, 2010

Cameron International Stock Fund

Federated Capital Reserves Fund

PRIMCO

Stable Value Fund

American Century Inst’l-Adj Bond Fund

American Funds AMCAP R6

American Funds Capital World Bond Fund R6

American Funds EuroPacific Growth Fund R6

American Funds Washington Mutual Fund R6

DFA Emerging Markets Portfolio

Fidelity Growth Company Fund

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard Small-Cap Growth Index Fund Investor Shares

Vanguard Small-Cap Value Index Fund Investor Shares

Vanguard Total Bond Market Index Fund Investor Shares

Vanguard Total Int’l Stock Index Fund Investor Shares

Vanguard Total Stock Market Index Fund Investor Shares

Total

Assets:

Cash

3,463,346

–

3,463,346

Net unsettled

sales of

investments

435,183

–

435,183

Investments at fair value as determined by quoted market prices:

Cameron International Corporation

Common Stock

249,896,437

–

249,896,437

Federated Capital Reserves Fund

–

1,155

–

1,155

American Century Intl-Adj Bond Inst’l Fund

–

1,774,088

–

1,774,088

Fidelity Money Market Fund

237,188

–

8,847,391

–

9,084,579

American Funds AMCAP R6

–

73,792,633

–

73,792,633

American Funds Capital World Bond Fund R6

–

1,313,453

–

1,313,453

American Funds EuroPacific Growth Fund R6

–

62,570,511

–

62,570,511

American Funds Washington Mutual Fund R6

–

97,007,196

–

97,007,196

American FundEuro-Pacific Growth Fund R6

–

4,391,521

–

4,391,521

Fidelity Growth Company Fund

–

2,363,744

–

2,363,744

Vanguard LifeStrategy Conserv-ative

Growth Fund

–

3,207,824

–

3,207,824

Vanguard LifeStrategy Growth Fund

–

3,621,445

–

3,621,445

Vanguard LifeStrategy Income Fund

–

2,851,397

–

2,851,397

Vanguard LifeStrategy Moderate Growth Fund

–

4,267,829

–

4,267,829

Vanguard Small-Cap Growth Index Fund Investor Shares

–

48,295,219

–

48,295,219

Vanguard Small-Cap Value Index Fund Investor Shares

–

65,851,653

–

65,851,653

Vanguard Total Bond Market Index Fund Investor Shares

–

116,712,134

–

116,712,134

Vanguard Total Int’l Stock Index

Fund Investor Shares

–

1,626,706

–

1,626,706

Vanguard Total Stock Market Index Fund Investor Shares

–

28,948,163

Investments at

estimated fair

value

INVESCO Group Trust forRetire-ment Savings:

Investments

–

123,379,592

–

––

–

123,379,592

Wrapper

Contracts

–

46,600

–

46,600

Total investments

250,133,625

1,155

132,273,583

1,774,088

73,792,633

1,313,453

62,570,511

97,007,196

4,391,521

2,363,744

3,207,824

3,621,445

2,851,397

4,267,829

48,295,219

65,851,653

116,712,134

1,626,706

28,948,163

901,003,879

Total assets

254,032,154

1,155

132,273,583

1,774,088

73792,633

1,313,453

62,570,511

97,007,196

4,391,521

2,363,744

3,207,824

3,621,445

2,851,397

4,267,829

48,295,219

65,851,653

116,712,134

1,626,706

28,948,163

904,902,408

Liabilities:

Net unsettled purchases of investments

3,465,386

–

3,465,386

Net assets reflecting all investments at fair value

250,566,768

1,155

132,273,583

1,774,088

73,792,633

1,313,453

62,570,511

97,007,196

4,391,521

2,363,744

3,207,824

3,621,445

2,851,397

4,267,829

48,295,219

65,851,653

116,712,134

1,626,706

28,948,163

901,437,022

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

–

(5,612,961

)

–

(5,612,961

)

Net assets available to participating plans

250,566,768

1,155

126,660,622

1,774,088

73,792,633

1,313,453

62,570,511

97,007,196

4,391,521

2,363,744

3,207,824

3,621,445

2,851,397

4,267,829

48,295,219

65,851,653

116,712,134

1,626,706

28,948,163

895,824,061

Investment income (loss) and the net realized and unrealized appreciation (depreciation) in fair value of the investments held throughout the year or bought and sold during the year in the separate investment accounts of the Master Trust are as follows:

Year ended December 31, 2011	Net Appreciation/ Depreciation			Interest and Dividends		Total

Cameron International Stock Fund	$	(25,076,712	)		–	$	(25,076,712	)
Fidelity Money Market Fund		–			123		123
Fidelity Growth Company Fund		(25,155	)		67,681		42,526
Managed Income Portfolio		–			133		133
PRIMCO Stable Value Fund		–			4,647,676		4,647,676
American Funds EuroPacific Growth Fund R6		(8,121,714	)		1,030,253		(7,091,461	)
American Century Inst’l Infl-Adj Bond Fund		184,980			222,052		407,032
American Funds AMCAP R6		1,323,403			520,134		1,843,537
American Funds Capital World Bond R6		(55,912	)		100,155		44,243
American Funds Washington Mutual Fund R6		5,701,808			2,723,618		8,425,426
DFA Emerging Markets Portfolio		(1,317,950	)		304,048		(1,013,902	)
Vanguard LifeStrategy Conservative Growth Fund		(314,847	)		377,880		63,033
Vanguard LifeStrategy Growth Fund		(996,721	)		387,028		(609,693	)
Vanguard LifeStrategy Income Fund		(8,358	)		237,714		229,356
Vanguard LifeStrategy Moderate Growth Fund		(664,171	)		494,623		(169,548	)
Vanguard Small-Cap Growth Index Inst’l Fund Investor Shares		(714,079	)		252,051		(462,028	)
Vanguard Small-Cap Value Index Inst’l Fund Investor Shares		(3,638,337	)		1,239,023		(2,399,314	)
Vanguard Total Bond Market Index Fund Investor Shares		4,065,656			4,290,448		8,356,104
Vanguard Total Int’l Stock Index Fund Investor Shares		(575,181	)		83,767		(491,414	)
Vanguard Total Stock Market Index Fund Investor Shares		(275,305	)		583,384		308,079
	$	(30,508,595	)		17,561,791	$	(12,946,804	)

Administrative expenses paid by the Master Trust for the year ended December 31, 2011 totaled $1,092,151, of which $31,006 has been allocated to the Plan.

Stable Value Fund

Objectives of the Stable Value Fund

The Stable Value Fund’s key objectives are to provide preservation of principal, maintain a stable interest rate, and provide daily liquidity at contract value for participant withdrawals and transfers in accordance with the provisions of the Plan.

Nature of Investment Contracts

To accomplish the objectives outlined above, the Stable Value Fund invests primarily in investment contracts such as GICs and SICs. In a traditional GIC, the issuer takes a deposit from the Stable Value Fund and purchases investments that are held in the issuer’s general account. The issuer is contractually obligated to repay the principal and a specified rate of interest guaranteed to the Stable Value Fund.

With regard to a SIC, the underlying investments are owned by the Stable Value Fund and held in trust for Plan participants. The Stable Value Fund purchases a wrapper contract from an insurance company or bank. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate (which is the rate earned by participants in the Stable Value Fund for the underlying investments). The issuer of the wrapper contract provides assurance that the adjustments to the interest crediting rate do not result in a future interest crediting rate that is less than zero. An interest crediting rate less than zero would result in a loss of principal or accrued interest.

Calculating the Interest Crediting Rate in Wrapper Contracts

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

·	The level of market interest rates

·	The amount and timing of participant contributions, transfers and withdrawals into/out of the wrapper contract

·	The investment returns generated by the fixed income investments that back the wrapper contract

·	The duration of the underlying investments backing the wrapper contract

Wrapper contracts’ interest crediting rates are typically reset on a monthly or quarterly basis. Over time, the interest crediting rate amortizes the Stable Value Fund’s realized and unrealized market value gains and losses over the duration of the underlying investments.

Because changes in market interest rates affect the yield to maturity and the market value of the underlying investments, they can have a material impact on the wrapper contract’s interest crediting rate. In addition, participant withdrawals and transfers from the Stable Value Fund are paid at contract value but funded through the market value liquidation of the underlying investments, which also impacts the interest crediting rate. The resulting gains and losses in the market value of the underlying investments relative to the wrapper contract value are represented on the Stable Value Fund’s Statement of Net Assets as the “adjustment from fair value to contract value for fully benefit-responsive investment contracts”. If the adjustment from fair value to contract value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments. The embedded market value losses will be amortized in the future through a lower interest crediting rate than would otherwise be the case. If the adjustment from fair value to contract value figure is negative, this indicates that the wrapper contract value is less than the market value of the underlying investments. The amortization of the embedded market value gains will cause the future interest crediting rate to be higher than it otherwise would have been.

All wrapper contracts provide for a minimum interest crediting rate of zero percent. In the event that the interest crediting rate should fall to zero and the requirements of the wrapper contract are satisfied, the wrapper issuers will pay to the Plan the shortfall needed to maintain the interest crediting rate at zero. This helps to ensure that participants’ principal and accrued interest will be protected.

Events That Limit the Ability of the Stable Value Fund to Transact at Contract Value

In certain circumstances, the amount withdrawn from the wrapper contract would be payable at fair value rather than at contract value. These events include termination of the Plan, a material adverse change to the provisions of the Plan, if the Company elects to withdraw from a wrapper contract in order to switch to a different investment provider, or if the terms of a successor plan (in the event of the spin-off or sale of a division) do not meet the wrapper contract issuer’s underwriting criteria for issuance of a clone wrapper contract.

Issuer-Initiated Contract Termination

Examples of events that would permit a wrapper contract issuer to terminate a wrapper contract upon short notice include the Plan’s loss of its qualified status, uncured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of these events was to occur, the wrapper contract issuer could terminate the wrapper contract at the market value of the underlying investments (or in the case of a traditional GIC, at the hypothetical market value based upon a contractual formula).

Investments in the PRIMCO Stable Value Fund at December 31, 2011 consisted of the following:

Contract Issuer	Security	Major Credit Rating		Investments at Fair Value		Wrapper Contracts at Fair Value		Adjustment to Contract Value

Bank of America	Wrapper		A/A2				22,028	$	(1,469,000	)
	IGT Blackrock Core Fixed Income Fund			$	477,418
	IGT Goldman Sachs Core				474,620
	IGT Invesco Core Fixed Income Fund				475,338
	IGT Invesco Short-term Bond Fund				17,021,169
	IGT PIMCO Core Fixed Income Fund				472,915

ING	Wrapper		A-/A3				–		(1,239,995	)
	IGT Invesco Short-term Bond Fund				33,183,374

JP Morgan Chase	Wrapper	A+/Aa1					114,219		(1,031,353	)
	IGT Invesco Multi-Manager Core Fixed Income				14,800,997

Met Life	Wrapper	AA-/Aa3					–		(426,847	)
	Met SA 628 Int G/C PIMCO				3,076,300
	Met SA 655 Blackrock Int GC				12,304,870

Monumental	Wrapper	AA-/A1					2,116		(79,814	)
	IGT BlackRock core Fixed Income Fund				232,804
	IGT Goldman Sachs Core				231,534
	IGT Invesco Core Fixed Income Fund				232,188
	IGT Invesco Short-term Bond Fund				1,395,150
	IGT PIMCO Core Fixed Income Fund				230,658

Pacific Life Insurance	Wrapper		A+/A1				–		(939,220	)
	IGT Invesco Short-term Bond Fund				24,078,264

Prudential Insurance	Wrapper	AA-/A2					–		(2,097,141	)
	IGT Jennison Intermediate Gov/Credit Fund				29,916,785


Short-term investments:
Fidelity Management	Fidelity Money Market		N/A		18,117,205		–		–
				$	156,721,589		138,363	$	(7,283,370	)

The average yield earned by the fund and the average yield based on interest rates credited to participants for the year ended December 31, 2011 was 1.348% and 2.792%, respectively. There was no change in the value of the fund’s investments for the year ended December 31, 2011 due to changes in the fully benefit-responsive status of the Stable Value Fund's investment contracts.

Investments in the PRIMCO Stable Value Fund at December 31, 2010 consisted of the following:

Contract Issuer

Security

Major Credit

Rating

Investments at

Fair Value

Wrapper Contracts

at Fair Value

Adjustment to

Contract Value

Wrapped portfolios:

Bank of America

Wrapper

A+/Aa3

–

(1,246,839

)

IGT INVESCO Multi-Manager Intermediate

Government/Credit Fund

17,937,598

ING

Wrapper

A/A2

–

(1,157,173

)

IGT INVESCO Short-term Bond Fund

32,066,245

JPMorgan Chase

Wrapper

AA-/Aa1

–

(843,793

)

IGT INVESCO Multi-Manager Core Fixed

19,739,124

Income Fund

Monumental

Wrapper

AA-/A1

2,670

(67,119

)

IGT Invesco Short-term Bond Fund

2,241,378

Pacific Life Insurance

Wrapper

A+/A1

43,930

(936,181

)

IGT INVESCO Short-term Bond Fund

23,280,955

Prudential Insurance

Wrapper

AA-/A2

–

(1,361,856

)

IGT Jennison Intermediate Government/

Credit Fund

28,114,292

Short-term investments:

Fidelity Management

Fidelity Money Market

N/A

8,847,391

–

132,226,983

46,600

(5,612,961

)

The average yield earned by the fund and the average yield based on interest rates credited to participants for the year ended December 31, 2010 was 2.139% and 3.636%, respectively. There was no change in the value of the fund’s investments for the year ended December 31, 2010 due to changes in the fully benefit-responsive status of the Stable Value Fund's investment contracts.

4. Income Tax Status

The Plan has been designed to meet the requirements of the Internal Revenue Code (“IRC”) under Section 401(a) and, therefore, the related trust is exempt from taxation. A favorable determination letter was received from the Internal Revenue Service on March 11, 2010. Since receiving the determination letter, the Plan has been amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as amended, continues to be qualified, the related trust remains tax exempt, and the Plan is no longer subject to income tax examinations for years prior to 2008.

5. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2011 and 2010 to the respective Forms 5500:

	December 31,
	2011		2010
Net assets available for benefits per the financial statements	$	28,114,729	$	26,986,164
Adjustment from contract value to fair value		284,290		258,757
Net assets available for benefits per Form 5500	$	28,399,019	$	27,244,921

The following is a reconciliation of the net investment income from the Cameron International Corporation Master Trust per the financial statements for the year ended December 31, 2011 to Form 5500:

Net investment gain from the Cameron International Corporation Master Trust per the financial statements	$	150,360
Adjustment from contract value to fair value at December 31, 2010		(258,757	)
Adjustment from contract value to fair value at December 31, 2011		284,290
Net investment gain from the Cameron International Corporation Master Trust per Form 5500	$	175,893

6. Subsequent Events

The Plan’s sponsor has evaluated subsequent events through June 27, 2012, which is the date these financial statements were filed with the U.S. Securities and Exchange Commission.

SIGNATURE

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

INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING

UNIT EMPLOYEES AT THE CAMERON INTERNATIONAL CORPORATION

BUFFALO, NEW YORK PLANT

/s/ Roslyn R. Larkey

By: Roslyn R. Larkey

Member of the Cameron Benefits

Committee

Date: June 27, 2012

Exhibit Index

Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – MFR, P.C.