CAM / Cameron International Corporation - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Cameron International 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-13884 CAMERON INTERNATIONAL CORPORATION (Exact name of registrant as speci

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 15, 2016, pursuant to the provisions of Rule 12d2-2 (a).

Schlumberger Completes Merger with Cameron

Exhibit 99.1 Schlumberger Completes Merger with Cameron HOUSTON, April 1, 2016?Schlumberger Limited (NYSE:SLB) announced today that it has closed its merger with Cameron International Corporation. As previously announced, each Cameron stockholder is entitled to receive 0.716 shares of Schlumberger common stock and $14.44 in cash, in exchange for each Cameron share. Schlumberger has issued approxim

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2016 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (Com

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CAMERON INTERNATIONAL CORPORATION

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMERON INTERNATIONAL CORPORATION This Amended and Restated Certificate of Incorporation of Cameron International Corporation, originally incorporated on November 10, 1994 under the name Cooper Cameron Corporation, is being filed pursuant to Sections 245 and 242 of the General Corporation Law of the State of Delaware. FIRST: The name

AMENDED AND RESTATED BYLAWS CAMERON INTERNATIONAL CORPORATION (hereinafter called the “Corporation”) Adopted and Effective as of April 1, 2016 ARTICLE I OFFICES

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CAMERON INTERNATIONAL CORPORATION (hereinafter called the ?Corporation?) Adopted and Effective as of April 1, 2016 ARTICLE I OFFICES Section 1.1. Registered Office. The Corporation?s registered office in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name o

Cameron International POS AM

As filed with the Securities and Exchange Commission on April 1, 2016 Registration No.

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cameron International S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cameron International S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cameron International S-8 POS

S-8 POS 1 d171284ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-205939 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-106224 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Stat

Cameron International S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 1, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Annual Report - 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 CAMERON INTERNATIONAL CO

CAMERON EXPRESSES NO OPINION ON DEBT TENDER OFFER BY SCHLUMBERGER HOLDINGS CORPORATION

Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 CAMERON EXPRESSES NO OPINION ON DEBT TENDER OFFER BY SCHLUMBERGER HOLDINGS CORPORATION HOUSTON, March 28, 2016 — Cameron (NYSE: CAM) announced that it elected to express no opinion and remain neutral toward the offer by Schlumberger Holdings Corporation (“SHC”) on March 22, 2016 to purchase up to $1.2 billion aggreg

Financial Statements and Exhibits, Other Events

8-K 1 a16-727628k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2016 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdict

Cameron International 8-K (Prospectus)

425 1 a16-727628k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2016 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdict

CAMERON EXPRESSES NO OPINION ON DEBT TENDER OFFER BY SCHLUMBERGER HOLDINGS CORPORATION

Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 CAMERON EXPRESSES NO OPINION ON DEBT TENDER OFFER BY SCHLUMBERGER HOLDINGS CORPORATION HOUSTON, March 28, 2016 ? Cameron (NYSE: CAM) announced that it elected to express no opinion and remain neutral toward the offer by Schlumberger Holdings Corporation (?SHC?) on March 22, 2016 to purchase up to $1.2 billion aggreg

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2016 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (Com

Schlumberger-Cameron Merger Receives Chinese Antitrust Approval Closing set for April 1, 2016

Exhibit 99.1 Schlumberger-Cameron Merger Receives Chinese Antitrust Approval Closing set for April 1, 2016 Houston, March 25, 2016?Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that Chinese Ministry of Commerce (MOFCOM) has cleared their proposed merger without any conditions. MOFCOM approval represents the last major closing condition t

Cameron International 8-K (Prospectus)

425 1 a16-727618k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2016 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdict

Schlumberger-Cameron Merger Receives Chinese Antitrust Approval Closing set for April 1, 2016

Exhibit 99.1 Schlumberger-Cameron Merger Receives Chinese Antitrust Approval Closing set for April 1, 2016 Houston, March 25, 2016—Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that Chinese Ministry of Commerce (MOFCOM) has cleared their proposed merger without any conditions. MOFCOM approval represents the last major closing condition t

Cameron International 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2016 SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) (Exact name of registrant as specified in its charter) Curaçao 1-4601 52-0684746 (State or other jurisdiction of incorporation)

Schlumberger-Cameron Merger Receives Chinese Antitrust Approval

EX-99.1 Exhibit 99.1 Schlumberger-Cameron Merger Receives Chinese Antitrust Approval Closing set for April 1, 2016 Houston, March 25, 2016?Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that Chinese Ministry of Commerce (MOFCOM) has cleared their proposed merger without any conditions. MOFCOM approval represents the last major closing con

IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND RESTRICTIONS ON YOUR RIGHTS TO TRADE CAMERON INTERNATIONAL CORPORATION COMMON STOCK DURING THE BLACKOUT PERIOD

Exhibit 99.1 IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND RESTRICTIONS ON YOUR RIGHTS TO TRADE CAMERON INTERNATIONAL CORPORATION COMMON STOCK DURING THE BLACKOUT PERIOD To: All Directors and Executive Officers of Cameron International Corporation From: Grace Holmes, Cameron International Corporation, 1333 West Loop South, Suite 1700, Houston, TX Date: March 1, 2016 The purpose of this notice is

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2016 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission File

CAM / Cameron International Corporation / VANGUARD GROUP INC Passive Investment

cameroninternationalcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Cameron International Corp Title of Class of Securities: Common Stock CUSIP Number: 13342B105 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the

Schlumberger FORM 8-K (Prospectus)

425 1 d125491d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2016 SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) (Exact name of registrant as specified in its charter) Curaçao 1-4601 52-0684746 (State or othe

Schlumberger-Cameron Merger Receives Unconditional Clearance from European Commission

EX-99.1 Exhibit 99.1 Schlumberger-Cameron Merger Receives Unconditional Clearance from European Commission PARIS, February 5, 2016 ? Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that the European Commission has cleared their proposed merger without any conditions following a Phase 1 review. As previously announced, the U.S. Department o

EX-10.46

CAMERON INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015 1.

INDEMNIFICATION AND WAIVER AGREEMENT

INDEMNIFICATION AND WAIVER AGREEMENT THIS INDEMNIFICATION AND WAIVER AGREEMENT (the “Agreement”) is effective as of February 25, 2015, by and among Cameron International Corporation, a Delaware corporation (the “Company” or “Cameron”), and Brent J.

CAMERON INTERNATIONAL CORPORATION Award Agreement – Deferred Stock Units

CAMERON INTERNATIONAL CORPORATION Award Agreement – Deferred Stock Units AWARD AGREEMENT made as of May , 2015 (the “Grant Date), between Cameron International Corporation, a Delaware corporation (the “Company”), and (the “Director”).

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 14, 2015)

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 14, 2015) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan (the “Plan”).

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 14, 2015)

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 14, 2015) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan (the “Plan”).

INDEMNIFICATION AND WAIVER AGREEMENT

INDEMNIFICATION AND WAIVER AGREEMENT THIS INDEMNIFICATION AND WAIVER AGREEMENT (the “Agreement”) is effective as of May 8, 2015, by and among Cameron International Corporation, a Delaware corporation (the “Company” or “Cameron”), and Timothy J.

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015 1.

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (October 14, 2015)

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (October 14, 2015) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan (the “Plan”).

May 8, 2015

1333 West Loop South, Suite 1700 Houston, TX 77027 Tel 713.513.3300 www.c-a-m.com May 8, 2015 Jennifer Hartsock Dear Ms. Hartsock, Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as i

May 8, 2015

1333 West Loop South, Suite 1700 Houston, TX 77027 Tel 713.513.3300 www.c-a-m.com May 8, 2015 Dear , Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as is the case with many publicly-

October 30, 2015

October 30, 2015 [PARTICIPANT NAME] [PARTICIPANT ADDRESS] Dear [●]: As you know, Schlumberger Limited (“Schlumberger”) and Cameron International Corporation (“Cameron”) entered into an Agreement and Plan of Merger on August 25, 2015 (the “Merger Agreement”), pursuant to which Schlumberger will acquire Cameron (the “Proposed Acquisition”).

Annual Report - CAMERON INTERNATIONAL CORPORATION 10-K 12-31-2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 CAMERON INTERNATIONAL CORPORATION (Exact name of Registrant as

CAMERON INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT Effective Date: October 14, 2015

CAMERON INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT Effective Date: October 14, 2015 1.

March 23, 2015

1333 West Loop South, Suite 1700 Houston, TX 77027 Tel 713.513.3300 www.c-a-m.com March 23, 2015 Justin J. Rounce Dear Mr. Rounce, Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as i

CAMERON INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015

CAMERON INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015 1.

CAMERON INTERNATIONAL CORPORATION -- SUBSIDIARIES & JOINT VENTURES

CAMERON INTERNATIONAL CORPORATION - SUBSIDIARIES & JOINT VENTURES (Active as of December 31, 2015) State/Country of Incorporation or Cameron International Corporation (Delaware) - Parent - 100 Organization Angola Oilfield Equipment Limited Cayman Islands Axsia Holdings Limited United Kingdom Axsia Howmar Limited United Kingdom Axsia Serck Baker Nigeria Ltd.

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 14, 2015)

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 14, 2015) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan (the “Plan”).

EX-10.20

CAMERON INTERNATIONAL CORPORATION EXECUTIVE SEVERANCE PROGRAM Revised/reissued October 13, 2015 I.

October 5, 2015

1333 West Loop South, Suite 1700 Houston, TX 77027 Tel 713.513.3300 www.c-a-m.com October 5, 2015 R. Scott Rowe Dear Mr. Rowe, Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as is th

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Effective Date: October 14, 2015

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Effective Date: October 14, 2015 1.

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015 1.

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015 1.

EX-10.44

CAMERON INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 14, 2015 1.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a10k2015xprxform8kxcover.htm CAMERON INTERNATIONAL CORPORATION 8-K 01-28-2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2016 Cameron International Corporation (Exact Name of Registrant as Specified in its Ch

CAMERON ANNOUNCES RESULTS FOR FOURTH QUARTER OF 2015

EX-99.1 2 a10k2015xprxform8kxex99x1.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES RESULTS FOR FOURTH QUARTER OF 2015 • $1.08 fully diluted earnings per share excluding discontinued operations and other costs • 17.8% segment operating income as a percent of revenue, driven by Subsea and Drilling segments • Cash provided by oper

Cameron International (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (

Cameron Stockholders Vote to Adopt Merger Agreement with Schlumberger

Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 Cameron Stockholders Vote to Adopt Merger Agreement with Schlumberger HOUSTON, Texas, December 17, 2015 - Cameron (NYSE: CAM) announced that its stockholders, at a special meeting held earlier today, have overwhelmingly voted to adopt the previously announced merger agreement providing for the acquisition of Cameron

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (

Cameron Stockholders Vote to Adopt Merger Agreement with Schlumberger

Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 Cameron Stockholders Vote to Adopt Merger Agreement with Schlumberger HOUSTON, Texas, December 17, 2015 - Cameron (NYSE: CAM) announced that its stockholders, at a special meeting held earlier today, have overwhelmingly voted to adopt the previously announced merger agreement providing for the acquisition of Cameron

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (

Cameron International (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (

Schlumberger 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2015 SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) (Exact name of registrant as specified in its charter) Cura?ao 1-4601 52-0684746 (State or other jurisdiction of incorpo

Cameron International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporatio

Schlumberger-Cameron Merger Receives Unconditional Clearance from U.S. Department of Justice

EX-99.1 Exhibit 99.1 Schlumberger-Cameron Merger Receives Unconditional Clearance from U.S. Department of Justice HOUSTON, November 17, 2015 ? Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that the U.S. Department of Justice has cleared their proposed merger without any conditions, granting early termination of the waiting period require

Schlumberger-Cameron Merger Receives Unconditional Clearance from U.S. Department of Justice

EX-99.1 2 d87928dex991.htm EX-99.1 Exhibit 99.1 Schlumberger-Cameron Merger Receives Unconditional Clearance from U.S. Department of Justice HOUSTON, November 17, 2015 — Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that the U.S. Department of Justice has cleared their proposed merger without any conditions, granting early termination of

Cameron International 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (

Schlumberger-Cameron Merger Receives Unconditional Clearance from U.S. Department of Justice

EX-99.1 Exhibit 99.1 Schlumberger-Cameron Merger Receives Unconditional Clearance from U.S. Department of Justice HOUSTON, November 17, 2015 ? Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that the U.S. Department of Justice has cleared their proposed merger without any conditions, granting early termination of the waiting period require

Cameron International DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cameron Board Sets Dates for Special Stockholder Meeting

Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 Cameron Board Sets Dates for Special Stockholder Meeting HOUSTON, TX, October 30, 2015 ?Cameron (NYSE: CAM) announced today that its board of directors has established a record date and a meeting date for a special meeting of stockholders to approve the previously announced proposed acquisition of Cameron by Schlumb

Cameron Board Sets Dates for Special Stockholder Meeting

Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 Cameron Board Sets Dates for Special Stockholder Meeting HOUSTON, TX, October 30, 2015 ?Cameron (NYSE: CAM) announced today that its board of directors has established a record date and a meeting date for a special meeting of stockholders to approve the previously announced proposed acquisition of Cameron by Schlumb

Cameron International CURRENT REPORT (Prospectus)

425 1 form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other J

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (C

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a3q15prxform8kxcover.htm CAMERON INTERNATIONAL CORPORATION 8-K 10-22-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charte

PDF FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

CAMERON ANNOUNCES RESULTS FOR THIRD QUARTER OF 2015

Exhibit Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES RESULTS FOR THIRD QUARTER OF 2015 ? $1.18 fully diluted earnings per share excluding discontinued operations and other costs ? Strong execution and margin performance in Subsea and Drilling Segments ? Systemic cost reduction program continues to enhance margins HOUSTON, October 22, 2015 - C

Cameron International (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Schlumberger 425 (Prospectus)

425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Schlumberger N.

Cameron International (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Schlumberger 425 (Prospectus)

425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Schlumberger N.

Cameron International (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Cameron International (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Cameron International (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Schlumberger 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2015 SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) (Exact name of registrant as specified in its charter) Cura?ao 1-4601 52-0684746 (State or other jurisdiction of incorpo

1

EX-99.1 Exhibit 99.1 Thank you and good morning ladies and gentlemen. Let me start by thanking Barclays, and David Anderson in particular, for the invitation to speak here today. In my talk I will aim to demonstrate that Schlumberger, in spite of the current industry turmoil, continues to deliver very strong financial results and that we, at the same time, are actively looking to further strengthe

Cameron International ESP

1333 West Loop South, Suite 1700 Houston, TX 77027 Tel 713.513.3300 www.c-a-m.com FOIA Confidential Treatment Requested By Cameron International Corporation Pursuant to 17 C.F.R. §200.83 September 3, 2015 H. Roger Schwall Assistant Director Office of Natural Resources United States Securities and Exchange Commission Washington, D.C. 20549 Mail Stop 4628 Re: Cameron International Corporation Form 1

Cameron International (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Cameron International (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Cameron International CUSTOMER FAQ (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Schlumberger FORM 425 (Prospectus)

Form 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Schlumberger N.

Cameron International (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Cameron International EMPLOYEE VIDEO SCRIPT (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Cameron International PRESENTATION (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Cameron International CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (Co

CAMERON INTERNATIONAL CORPORATION BYLAW AMENDMENT

Exhibit 3.1 CAMERON INTERNATIONAL CORPORATION BYLAW AMENDMENT The Bylaws of Cameron International Corporation are hereby amended to add a new Article X, as set forth below: ?ARTICLE X FORUM FOR ADJUDICATION OF DISPUTES. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of t

Cameron International CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (Co

AGREEMENT AND PLAN OF MERGER SCHLUMBERGER HOLDINGS CORPORATION, RAIN MERGER SUB LLC, SCHLUMBERGER N.V. CAMERON INTERNATIONAL CORPORATION Dated as of August 25, 2015 TABLE OF CONTENTS

EX-2.1 2 ex2-1.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among SCHLUMBERGER HOLDINGS CORPORATION, RAIN MERGER SUB LLC, SCHLUMBERGER N.V. and CAMERON INTERNATIONAL CORPORATION Dated as of August 25, 2015 TABLE OF CONTENTS Page Article 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Article 2 GOVERNING DOCUMENTS 2 Section

1 Schlumberger and Cameron Conference Call August 26, 2015 Schlumberger and Cameron Conference Call August 26, 2015

EX-99.1 3 d13905dex991.htm EX-99.1 Exhibit 99.1 Schlumberger and Cameron Conference Call August 26, 2015 Simon Farrant, Schlumberger Vice President of Investor Relations Thank you for joining us on this conference call. Some of the statements we will be making today are forward-looking. These matters involve risk and uncertainties that could cause our results to differ materially from those projec

CEO Email to Management

EX-99.2 4 d13905dex992.htm EX-99.2 Exhibit 99.2 Email to Management, Positioning and FAQs – INTERNAL 26 August, 2015 CEO Email to Management Dear Colleagues, I am pleased to announce that Schlumberger and Cameron have signed a definitive merger agreement in which the companies would combine, subject to various conditions, including Cameron stockholders’ approval, regulatory approvals and customary

Schlumberger Announces Agreement to Acquire Cameron

EX-99.1 Exhibit 99.1 Schlumberger Announces Agreement to Acquire Cameron ? Offers new growth opportunities by creating the industry?s first complete drilling and production systems ? Integrates complementary downhole and surface offerings through software optimization and automation ? Total transaction value of $14.8 billion as of August 25, 2015 ? Cameron shareholders to receive 0.716 Schlumberge

Schlumberger Announces Agreement to Acquire Cameron

Exhibit 99.1 Schlumberger Announces Agreement to Acquire Cameron ? Offers new growth opportunities by creating the industry?s first complete drilling and production systems ? Integrates complementary downhole and surface offerings through software optimization and automation ? Total transaction value of $14.8 billion as of August 25, 2015 ? Cameron shareholders to receive 0.716 Schlumberger shares

AGREEMENT AND PLAN OF MERGER SCHLUMBERGER HOLDINGS CORPORATION, RAIN MERGER SUB LLC, SCHLUMBERGER N.V. CAMERON INTERNATIONAL CORPORATION Dated as of August 25, 2015 TABLE OF CONTENTS

EX-2.1 2 ex2-1.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among SCHLUMBERGER HOLDINGS CORPORATION, RAIN MERGER SUB LLC, SCHLUMBERGER N.V. and CAMERON INTERNATIONAL CORPORATION Dated as of August 25, 2015 TABLE OF CONTENTS Page Article 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Article 2 GOVERNING DOCUMENTS 2 Section

Cameron International EMPLOYEE FAQ (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Schlumberger FORM 8-K (Prospectus)

425 1 d13905d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2015 SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) (Exact name of registrant as specified in its charter) Curaçao 1-4601 52-0684746 (State or other jurisdiction o

CAMERON INTERNATIONAL CORPORATION BYLAW AMENDMENT

EX-3.1 3 ex3-1.htm BYLAW AMENDMENT Exhibit 3.1 CAMERON INTERNATIONAL CORPORATION BYLAW AMENDMENT The Bylaws of Cameron International Corporation are hereby amended to add a new Article X, as set forth below: “ARTICLE X FORUM FOR ADJUDICATION OF DISPUTES. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action o

Cameron International CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (Co

Schlumberger FORM 8-K (Prospectus)

Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2015 SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) (Exact name of registrant as specified in its charter) Cura?ao 1-4601 52-0684746 (State or other jurisdiction of incorporation) (Co

Cameron International CURRENT REPORT (Prospectus)

425 1 form8-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or Other J

AGREEMENT AND PLAN OF MERGER SCHLUMBERGER HOLDINGS CORPORATION, RAIN MERGER SUB LLC, SCHLUMBERGER N.V. CAMERON INTERNATIONAL CORPORATION Dated as of August 25, 2015 TABLE OF CONTENTS Page Article 1 THE MERGER 1 SECTION 1.1 The Merger 1 SECTION 1.2 Th

EX-2.1 2 d13905dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among SCHLUMBERGER HOLDINGS CORPORATION, RAIN MERGER SUB LLC, SCHLUMBERGER N.V. and CAMERON INTERNATIONAL CORPORATION Dated as of August 25, 2015 TABLE OF CONTENTS Page Article 1 THE MERGER 1 SECTION 1.1 The Merger 1 SECTION 1.2 The Closing 2 SECTION 1.3 Effective Time 2 Article 2 GOVERNING DOCUMENTS 2 SECTI

Cameron International EMPLOYEE LETTER (Prospectus)

Filed by Cameron International Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cameron International Corporation Commission File No.

Schlumberger Announces Agreement to Acquire Cameron

Exhibit 99.1 Schlumberger Announces Agreement to Acquire Cameron ● Offers new growth opportunities by creating the industry’s first complete drilling and production systems ● Integrates complementary downhole and surface offerings through software optimization and automation ● Total transaction value of $14.8 billion as of August 25, 2015 ● Cameron shareholders to receive 0.716 Schlumberger shares

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission Fi

Cameron International CAMERON INTERNATIONAL CORP. S-8 (NONQUALIFIED DEFERRED COMPENSATION PLAN)

As filed with the Securities and Exchange Commission on July 29, 2015 Registration No.

PDF FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 OR £ TRANSITION REPORT P

10-Q 1 form10q.htm CAMERON INTERNATIONAL CORPORATION 10-Q 6-30-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission F

CAMERON ANNOUNCES RESULTS FOR SECOND QUARTER OF 2015

Exhibit 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES RESULTS FOR SECOND QUARTER OF 2015 ? $0.83 fully diluted earnings per share excluding discontinued operations and other costs ? Results aided by strong execution and cost reduction ? 15% sequential-quarter increase in orders HOUSTON, July 23, 2015 - Cameron (NYSE: CAM) today reported fully diluted

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8k.htm CAMERON INTERNATIONAL CORPORATION 8-K 7-23-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State

Cameron International CAMERON INTERNATIONAL CORPORATION 11-K 12-31-2014 (CAMERON)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13884 A. Full title of the Plan and the address of the Plan, if di

Cameron International CAMERON INTERNATIONAL CORPORATION 11-K 12-31-2014 (ONESUBSEA)

11-K 1 form11k.htm CAMERON INTERNATIONAL CORPORATION 11-K 12-31-2014 (ONESUBSEA) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission

Cameron International CAMERON INTERNATIONAL CORPORATION 11-K 12-31-2014 (BUFFALO)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13884 A. Full title of the Plan and the address of the Plan, if di

May 29, 2015

EX-10.1 2 ex10-1ltragmt.htm EXHIBIT 10.1 LETTER AGREEMENT Exhibit 10.1 Steven P. Geiger, Ph.D. 1333 West Loop South Suite 1700 Vice President & Chief Administrative Officer Houston, Texas 77027 Tel 713.300.8709 CAMERON May 29, 2015 Gary M. Halverson Subject: Agreement on Employment and Termination Benefits and Obligations Dear Mr. Halverson: This letter memorizes and embodies the terms of agreemen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8k.htm CAMERON INTERNATIONAL CORP 8-K 6-4-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other

Cameron International FORM SD 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Cameron International Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission File Number) 76-0451843 (I.R.S. Employer Identification No.) 1333 West Loop South, Suite 1700, Houston, Texas 77027 (Address

Cameron International Corporation Conflict Minerals Report For the Year Ended December 31, 2014

EX-1.01 2 ex101.htm EXHIBIT 1.01 Exhibit 1.01 Cameron International Corporation Conflict Minerals Report For the Year Ended December 31, 2014 This Conflict Minerals Report of Cameron International Corporation (the "Company" or "Cameron") for calendar year 2014 is presented pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and the requirements of Form SD (collectively, "

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or other jurisdiction of incorporation) (Commi

AMENDED AND RESTATED CREDIT AGREEMENT CAMERON INTERNATIONAL CORPORATION, AND THE OTHER BORROWERS NAMED HEREIN AS BORROWERS, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT, J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARK

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT AMONG CAMERON INTERNATIONAL CORPORATION, AND THE OTHER BORROWERS NAMED HEREIN AS BORROWERS, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT, J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. AND CREDIT SUISSE SECURITIES (USA) LLC AS JOINT LEAD ARRANGERS AND JOIN

CAMERON ANNOUNCES LEADERSHIP SUCCESSION PLAN EFFECTIVE Q4 2015

Exhibit 99.1 2015-16 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES LEADERSHIP SUCCESSION PLAN EFFECTIVE Q4 2015 HOUSTON, May 11, 2015 - Cameron (NYSE: CAM) announced today a planned leadership change as part of its long-range succession planning process. ? Jack B. Moore, Chairman of the Board and Chief Executive Officer, has advised the board of directors

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 form8k.htm CAMERON INTERNATIONAL CORP 8-K 5-8-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

PDF FORM 10-Q

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission Fil

CAMERON ANNOUNCES RESULTS FOR FIRST QUARTER OF 2015

EXHIBIT 99.1 Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES RESULTS FOR FIRST QUARTER OF 2015 ? $0.91 fully diluted earnings per share excluding income from discontinued operations, asset impairment charges and other costs ? Strong execution and cost control drive quarterly results ? Subsea orders up compared to year-ago quarter and compared to Q4 of 2014 H

Cameron International DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cameron International DEFA14A

DEFA14A 1 a15-14533defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or other jurisdiction of incorporation) (

CAMERON ELECTS TWO NEW BOARD MEMBERS

Exhibit 99.1 2015-08 Contact: Scott Lamb Vice President, Investor Relations (713-513-3344) [email protected] CAMERON ELECTS TWO NEW BOARD MEMBERS HOUSTON, February 25, 2015 — Cameron (NYSE: CAM) announced that it has elected Brent J. Smolik and R. Scott Rowe to the Company’s Board of Directors, effective today. Smolik, 53, has served since 2012 as Chairman, President and Chief Executive Officer

CAMERON INTERNATIONAL CORPORATION -- SUBSIDIARIES & JOINT VENTURES (Active as of December 31, 2014)

Exhibit 21.1 CAMERON INTERNATIONAL CORPORATION - SUBSIDIARIES & JOINT VENTURES (Active as of December 31, 2014) Cameron International Corporation (Delaware) - Parent - 100 State/Country of Incorporation or Organization Angola Oilfield Equipment Limited Cayman Islands Axsia Holdings Limited United Kingdom Axsia Howmar Limited United Kingdom Axsia Serck Baker Nigeria Ltd. Nigeria Beltway 8 Insurance

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 16, 2014)

Exhibit 10.38 CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 16, 2014) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Award Agreement?) is between the employee named in the Notice of Grant of Award (?Participant?) and Cameron International Corporation (the ?Company?), in connection with th

CAMERON INTERNATIONAL CORPORATION AMENDED AND RESTATED AS OF OCTOBER 16, 2014 2011 MANAGEMENT INCENTIVE COMPENSATION PLAN

Exhibit 10.6 CAMERON INTERNATIONAL CORPORATION AMENDED AND RESTATED AS OF OCTOBER 16, 2014 2011 MANAGEMENT INCENTIVE COMPENSATION PLAN I. Purpose The purpose of this Cameron International Corporation Management Incentive Compensation Plan (the ?Plan?) is to motivate and reward Key Management Employees whose efforts impact the performance of Cameron International Corporation (the ?Company?) and its

December 9, 2014

Exhibit 10.14 December 9, 2014 William Scott Lamb Dear Mr. Lamb, Cameron International Corporation (the ?Company?) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as is the case with many publicly-held corporations, the possibility o

Our expectation is that no one gets hurt and nothing gets

Exhibit 14.2 The Cameron Way: Cameron?s Code of Conduct Doing What?s Right. Together. Letter from the CEO Dear Cameron Employees and Colleagues: Acting with integrity, regardless of challenge or consequence, is how Cameron does business. For over 175 years, Cameron has striven to comply with high ethical standards, achieving operational excellence beyond its peers. Cameron?s Code of Conduct (our ?

CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 16, 2014)

Exhibit 10.40 CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) (October 16, 2014) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Award Agreement?) is between the employee named in the Notice of Grant of Award (?Participant?) and Cameron International Corporation (the ?Company?), in connection with th

July 1, 2014

Exhibit 10.12 July 1, 2014 Douglas E. Meikle Dear Mr. Meikle, Cameron International Corporation (the ?Company?) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as is the case with many publicly-held corporations, the possibility of a

CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN As Amended and Restated Effective January 1, 2014 CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN TABLE OF CONTENTS

Exhibit 10.1 CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN As Amended and Restated Effective January 1, 2014 CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION 1 1.1. Definitions. 1 1.2. Construction. 13 ARTICLE II ELIGIBILITY TO PARTICIPATE 14 2.1. Commencement of Participation. 14 2.2. Changes in Employment Status.

CAMERON INTERNATIONAL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT EFFECTIVE DATE: JANUARY 1, 2015 (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Performance Period: 2015, 2016 and 2017

Exhibit 10.44 CAMERON INTERNATIONAL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT EFFECTIVE DATE: JANUARY 1, 2015 (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Performance Period: 2015, 2016 and 2017 This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Award Agreement?) is between the employee named in the attached Notice of Grant of

CAMERON INTERNATIONAL CORPORATION Annual Award Agreement – Deferred Stock Units

Exhibit 10.46 CAMERON INTERNATIONAL CORPORATION Annual Award Agreement ? Deferred Stock Units AWARD AGREEMENT made as of May, 2014 (the ?Grant Date), between Cameron International Corporation, a Delaware corporation (the ?Company?), and (the ?Director?). 1. Grant of Deferred Stock Units. Subject to the provisions of this Award Agreement and pursuant to the provisions of the Company?s Equity Incent

Code of Ethics for Directors

Exhibit 14.3 Code of Ethics for Directors CAMERON INTERNATIONAL CORPORATION INTRODUCTION This Code of Ethics for Directors has been adopted by the Board of Directors of Cameron International Corporation (?Cameron? or the ?Company?) to promote honest and ethical conduct and compliance with applicable laws, rules, regulations and standards. The Board of Directors of the Company (the ?Board?) recogni

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 CAMERON INTERNATIONAL CORPORATION (Exact name of Registrant as

EX-10.34

Exhibit 10.34 CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (Including Non-Compete, Non-Solicitation, and Confidentiality Agreements) Effective Date: October 16, 2014 1. Purpose. As an additional incentive and inducement to you to remain in the employment of Cameron International Corporation (the ?Company?) or one of its Subsidiaries and to acquire an ownership position in

ONESUBSEA LLC RETIREMENT SAVINGS PLAN As Amended and Restated Effective January 1, 2015 ONESUBSEA LLC RETIREMENT SAVINGS PLAN (As Amended and Restated Effective as of January 1, 2015) TABLE OF CONTENTS

Exhibit 10.3 ONESUBSEA LLC RETIREMENT SAVINGS PLAN As Amended and Restated Effective January 1, 2015 ONESUBSEA LLC RETIREMENT SAVINGS PLAN (As Amended and Restated Effective as of January 1, 2015) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION 1 1.1. Definitions. 1 1.2. Construction. 11 ARTICLE II ELIGIBILITY TO PARTICIPATE 12 2.1. Commencement of Participation. 12 2.2. Changes in E

August 7, 2014

Exhibit 10.13 August 7, 2014 Steven W. Roll Dear Mr. Roll, Cameron International Corporation (the ?Company?) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Ch

CAM / Cameron International Corporation / VANGUARD GROUP INC Passive Investment

cameroninternationalcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Cameron International Corp Title of Class of Securities: Common Stock CUSIP Number: 13342B105 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the

CAMERON ANNOUNCES RESULTS FOR FOURTH QUARTER AND FULL YEAR OF 2014

Exhibit 99.1 2015-xx Contact: Scott Lamb Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES RESULTS FOR FOURTH QUARTER AND FULL YEAR OF 2014 · Record-level of quarterly earnings per share and cash from operations · Record-level annual earnings per share and cash from operations · Continued improvement in consolidated operating income margin HOUSTON, January 29, 2015 - Cameron (NYS

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission F

CAMERON INTERNATIONAL CORPORATION SUPPLEMENTAL FINANCIAL INFORMATION - RECAST NEW OPERATING SEGMENT FINANCIAL DATA (Unaudited)

Exhibit 99.1 CAMERON INTERNATIONAL CORPORATION SUPPLEMENTAL FINANCIAL INFORMATION - RECAST NEW OPERATING SEGMENT FINANCIAL DATA (Unaudited) On June 3, 2014, Cameron International Corporation (the Company) announced it had completed the sale of its Reciprocating Compression business to General Electric. On January 5, 2015, the Company also announced it had completed the previously announced sale of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2015 Cameron International Corporation (Exact name of registrant as specified in its charter) Delaware 1-13884 76-0451843 (State or other jurisdiction of incorporation) (C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission Fi

Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 1, 2015 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission Fi

PDF FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2014 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission F

CAMERON ANNOUNCES RESULTS FOR THIRD QUARTER OF 2014

Exhibit 99.1 2014-14 Contacts: Jeff Altamari (713) 513-3344 Scott Lamb (713) 513-3309 CAMERON ANNOUNCES RESULTS FOR THIRD QUARTER OF 2014 · Record-level quarterly earnings per share · 18.1% EBITDA margin in Drilling & Production Systems · Q4 2014 earnings-per-share-guidance updated to reflect agreement to sell the Company’s Centrifugal Compression business HOUSTON, October 23, 2014 - Cameron (NYSE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 form10q.htm CAMERON INTERNATIONAL CORP 10-Q 9-30-2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2014 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 05, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission

CAMERON ELECTS PRESIDENT AND CHIEF OPERATING OFFICER

Exhibit 99.1 2014-12 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON ELECTS PRESIDENT AND CHIEF OPERATING OFFICER Houston (September 11, 2014) - Cameron (NYSE:CAM) announced today that Scott Rowe will assume the newly created position of President and Chief Operating Officer (COO), effective October 1, 2014. In his new role, he will report directly to Jack Moore, w

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission Fi

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Exhibit 99.1 2014-11 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES SALE OF CENTRIFUGAL COMPRESSION BUSINESS HOUSTON (August 18, 2014) — Cameron (NYSE: CAM) has announced that it has entered into a definitive agreement to sell its Centrifugal Compression business to Ingersoll Rand (NYSE:IR) for cash consideration of approximately $850 million, subject to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2014 OR £ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2014 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

Three Months Ended June 30,

Exhibit 99.1 2014-09 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES SECOND QUARTER EARNINGS · Second quarter earnings per share of $1.00, excluding unusual items · Margins expand sequentially · 4.5 million shares repurchased during quarter · Full year earnings guidance raised HOUSTON (July 24, 2014) - Cameron (NYSE: CAM) reported earnings per share for t

PDF FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2014 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission File

CAM / Cameron International Corporation CORRESP - -

1333 West Loop South, Suite 1700 Houston, TX 77027 Tel 713.513.3300 www.c-a-m.com July 1, 2014 Mr. Ethan Horowitz Accounting Branch Chief United States Securities and Exchange Commission Washington, D.C. 20549 Re: Cameron International Corporation Form 10-K for the Fiscal Year Ended December 31, 2013 Filed February 26, 2014 Supplemental response dated May 7, 2014 File No. 1-13884 Dear Mr. Horowitz

CAM / Cameron International Corporation 11-K - - CAMERON INTERNATIONAL CORPORATION 11-K 12-31-2013 (CAMERON)

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, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13884 A. Full title of the Plan and the address of the Plan, if di

CAM / Cameron International Corporation 11-K - - CAMERON INTERNATIONAL CORPORATION 11-K 12-31-2013 (BUFFALO)

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, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13884 A. Full title of the Plan and the address of the Plan, if di

CAM / Cameron International Corporation 11-K - - CAMERON INTERNATIONAL CORPORATION 11-K 12-31-2013 (ONESUBSEA)

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 period from April 1, 2013 (inception) to December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13884 A. Full title of the Plan and the add

CAMERON INTERNATIONAL CORPORATION as Issuer UNION BANK, N.A., as Trustee 3.70% SENIOR NOTES DUE 2024 Dated as of June 20, 2014

EX-4.3 4 a14-157601ex4d3.htm EX-4.3 Exhibit 4.3 EXECUTION VERSION CAMERON INTERNATIONAL CORPORATION as Issuer and UNION BANK, N.A., as Trustee $250,000,000 3.70% SENIOR NOTES DUE 2024 SEVENTH SUPPLEMENTAL INDENTURE Dated as of June 20, 2014 TABLE OF CONTENTS ARTICLE I ESTABLISHMENT OF NEW SERIES 1 Section 1.01. Establishment of New Series 1 ARTICLE II DEFINITIONS 2 Section 2.01. Definitions in the

CAMERON INTERNATIONAL CORPORATION as Issuer UNION BANK, N.A., as Trustee 1.40% SENIOR NOTES DUE 2017 Dated as of June 20, 2014

EX-4.2 3 a14-157601ex4d2.htm EX-4.2 Exhibit 4.2 EXECUTION VERSION CAMERON INTERNATIONAL CORPORATION as Issuer and UNION BANK, N.A., as Trustee $250,000,000 1.40% SENIOR NOTES DUE 2017 SIXTH SUPPLEMENTAL INDENTURE Dated as of June 20, 2014 TABLE OF CONTENTS ARTICLE I ESTABLISHMENT OF NEW SERIES 1 Section 1.01. Establishment of New Series 1 ARTICLE II DEFINITIONS 2 Section 2.01. Definitions in the I

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2014 Cameron International Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission File

CAMERON INTERNATIONAL CORPORATION $250,000,000 1.40% Senior Notes due 2017 $250,000,000 3.70% Senior Notes due 2024 UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version CAMERON INTERNATIONAL CORPORATION $250,000,000 1.40% Senior Notes due 2017 $250,000,000 3.70% Senior Notes due 2024 UNDERWRITING AGREEMENT June 17, 2014 UNDERWRITING AGREEMENT June 17, 2014 CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. MITSUBISHI UFJ SECURITIES (USA), INC. RBS SECURITIES INC. as Representatives of the seve

CAMERON INTERNATIONAL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Amounts in millions of dollars)

Exhibit 12.1 CAMERON INTERNATIONAL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Amounts in millions of dollars) 2009 2010 2011 2012 2013 THREE MONTHS ENDED 3/31/2014 Pre-tax income from continuing operations $ 612.4 $ 699.3 $ 610.4 $ 894.3 $ 926.9 $ 170.2 Equity adjustments: Deduct undistributed income of less than 50% owned entities (3.5 ) — (4.6 ) (6.8 ) (6.5 ) (2.1 ) Amortizat

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Exhibit 99.1 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON PRICES $500 MILLION OF UNSECURED SENIOR NOTES HOUSTON (June 17, 2014) — Cameron (NYSE: CAM) has priced a public offering of $250 million aggregate principal amount of 1.40% senior notes due 2017 and $250 million aggregate principal amount of 3.70% senior notes due 2024. The sale of the senior notes is exp

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Offering Price Per Note Aggregate Offering Price Amount of Registration Fee(1)(2) 1.40% Senior Notes due 2017 $250,000,000 99.951% $249,877,500

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

Cameron International Corporation Final Term Sheet $250,000,000 1.40% Senior Notes due 2017 $250,000,000 3.70% Senior Notes due 2024

FWP 1 a14-154003fwp.htm FILING UNDER SECURITIES ACT RULES 163/433 OF FREE WRITING PROSPECTUSES Filed Pursuant to Rule 433 Registration No. 333-178708 June 17, 2014 Cameron International Corporation Final Term Sheet $500,000,000 $250,000,000 1.40% Senior Notes due 2017 $250,000,000 3.70% Senior Notes due 2024 $250,000,000 1.40% Senior Notes due 2017 Issuer Cameron International Corporation Security

SUBJECT TO COMPLETION, DATED JUNE 17, 2014 Preliminary Prospectus Supplement (To prospectus dated December 22, 2011) Cameron International Corporation $ % Senior Notes due 2017 $ % Senior Notes due 2024

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

Increase (decrease) in 2014 pre-tax pension expense

Exhibit 99.1 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation The following discussion of the historical results of operations and financial condition of Cameron International Corporation (the Company or Cameron) should be read in conjunction with the Company’s consolidated financial statements and notes thereto included els

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2014 Cameron International Corporation (Exact name of registrant as specified in charter) Delaware 1-13884 76-0451843 (State or other jurisdiction of incorporation) (Commissi

- CAMERON INTERNATIONAL CORP FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Cameron International Corporation (Exact name of the registrant as specified in its charter) Delaware 1-13884 76-0451843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No) 1333 West Loop South, Suite 1700, Houston, Texas

Cameron International Corporation Conflict Minerals Report For the Year Ended December 31, 2013

EX-1.02 2 exhibit102.htm CAMERON INTERNATIONAL CORPORATION EXHIBIT 1.02 Exhibit 1.02 Cameron International Corporation Conflict Minerals Report For the Year Ended December 31, 2013 This Conflict Mineral Report ("CMR") of Cameron International Corporation (the "Company" or "Cameron") for calendar year 2013 is presented pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 ("the Rule ").

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders - CAMERON INTERNATIONAL CORPORATION FORM 8-K 2014 ANNUAL MEETING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission File

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May 7, 2014 Mr. Ethan Horowitz Accounting Branch Chief United States Securities and Exchange Commission Washington, D.C. 20549 Re: Cameron International Corporation Form 10-K for the Fiscal Year Ended December 31, 2013 Filed February 26, 2014 File No. 1-13884 Dear Mr. Horowitz: Set forth below is our response to the comment and request for additional information contained in the letter from the st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

PDF FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2014 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 76-0451843 (State or Other Jurisdiction of (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission Fil

Three Months Ended March 31,

EXHIBIT 99.1 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES FIRST QUARTER EARNINGS • First quarter earnings per share of $0.75, excluding charges and discontinued operations • Record first quarter revenues • 15.2 million shares repurchased during quarter • Full year earnings guidance raised HOUSTON (April 24, 2014) - Cameron (NYSE: CAM) reported earnings

CREDIT AGREEMENT CAMERON INTERNATIONAL CORPORATION, AND THE OTHER BORROWERS NAMED HEREIN AS BORROWERS, THE LENDERS NAMED HEREIN, CITIBANK, N.A. AS ADMINISTRATIVE AGENT, CITIGROUP GLOBAL MARKETS INC., AS LEAD ARRANGER CITIGROUP GLOBAL MARKETS INC. AND

EX-10.1 2 a14-106841ex10d1.htm EX-10.1 Exhibit 10.1 CREDIT AGREEMENT AMONG CAMERON INTERNATIONAL CORPORATION, AND THE OTHER BORROWERS NAMED HEREIN AS BORROWERS, THE LENDERS NAMED HEREIN, CITIBANK, N.A. AS ADMINISTRATIVE AGENT, CITIGROUP GLOBAL MARKETS INC., AS LEAD ARRANGER CITIGROUP GLOBAL MARKETS INC. AND JPMORGAN SECURITIES LLC AS JOINT BOOK MANAGERS, AND BARCLAYS BANK PLC AND BANK OF TOKYO-MIT

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-13884 (Commission Fil

THIRD AMENDMENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT

Exhibit 10.2 THIRD AMENDMENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT This Third Amendment to the Amended and Restated Continuing Agreement for Letters of Credit dated as of April 11, 2014 (this “Amendment”), is entered into among CAMERON INTERNATIONAL CORPORATION, a Delaware corporation (“Cameron”), certain subsidiaries of Cameron, (collectively, the “Subsidiary Applican

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a14-905118k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) De

CAMERON INTERNATIONAL CORPORATION -- SUBSIDIARIES & JOINT VENTURES

Exhibit 21.1 CAMERON INTERNATIONAL CORPORATION - SUBSIDIARIES & JOINT VENTURES (Active as of December 31, 2013) Cameron International Corporation (Delaware) - Parent - 100 State/Country of Incorporation or Organization Angola Oilfield Equipment Limited Cayman Islands Axsia Holdings Limited United Kingdom Axsia Howmar Limited United Kingdom Axsia Serck Baker Nigeria Ltd. Nigeria Beltway 8 Insurance

INDIVIDUAL ACCOUNT RETIREMENT PLAN BARGAINING UNIT EMPLOYEES AT THE CAMERON INTERNATIONAL CORPORATION BUFFALO, NEW YORK PLANT (As Amended and Restated Effective as of January 1, 2014)

EX-10.3 2 ex103.htm EXHIBIT 10.3 EXHIBIT 10.3 INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE CAMERON INTERNATIONAL CORPORATION BUFFALO, NEW YORK PLANT (As Amended and Restated Effective as of January 1, 2014) i TABLE OF CONTENTS PAGE I. DEFINITIONS AND CONSTRUCTION 2 1.01 Definitions 2 1.02 Number and Gender 7 1.03 Headings 7 II. MEMBERSHIP 8 2.01 Initial Membership 8 2.02

CAMERON INTERNATIONAL CORPORATION Performance-Based Restricted Stock Unit Award Agreement Effective Date: January 1, 2014 Performance Period: 2014, 2015 and 2016

EX-10.44 7 ex1044.htm EXHIBIT 10.44 EXHIBIT 10.44 CAMERON INTERNATIONAL CORPORATION Performance-Based Restricted Stock Unit Award Agreement Effective Date: January 1, 2014 Performance Period: 2014, 2015 and 2016 This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the attached Notice of Grant of Award (“Participant”) and Cameron Inte

EX-10.26

Increase (decrease) in 2014 pre-tax pension expense

Exhibit 13.1 Management?s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation The following discussion of the historical results of operations and financial condition of Cameron International Corporation (the Company or Cameron) should be read in conjunction with the Company?s consolidated financial statements and notes thereto included els

CAMERON INTERNATIONAL CORPORATION Restricted Stock Unit Award Agreement (October 17, 2013)

EX-10.47 10 ex1047.htm EXHIBIT 10.47 EXHIBIT 10.47 CAMERON INTERNATIONAL CORPORATION Restricted Stock Unit Award Agreement (October 17, 2013) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) gran

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Effective Date: October 17, 2013

EXHIBIT 10.45 CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Effective Date: October 17, 2013 1. Purpose. As an additional incentive and inducement to you to remain in the employment of Cameron International Corporation (the ?Company?) or one of its direct or indirect subsidiaries or affiliate (?Subsidiary?) and to acquire an ownership position in the Company, thereby align

November 16, 2013

EX-10.11 3 ex1011.htm EXHIBIT 10.11 EXHIBIT 10.11 November 16, 2013 [NAME] [ADDRESS] Dear , Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as is the case with many publicly-held corp

INDEMNIFICATION AND WAIVER AGREEMENT

EXHIBIT 10.22 INDEMNIFICATION AND WAIVER AGREEMENT THIS INDEMNIFICATION AND WAIVER AGREEMENT (the “Agreement”) is effective as of December 9, 2013, by and among Cameron International Corporation, a Delaware corporation (the “Company” or “Cameron”), and H. Paulett Eberhart (the “Indemnitee”). WHEREAS, the Indemnitee has been asked to serve on the Board of Directors of Cameron (the “Board”) WHEREAS,

CAMERON INTERNATIONAL CORPORATION Restricted Stock Unit Award Agreement (October 17, 2013)

EX-10.46 9 ex1046.htm EXHIBIT 10.46 EXHIBIT 10.46 CAMERON INTERNATIONAL CORPORATION Restricted Stock Unit Award Agreement (October 17, 2013) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) grant

CAMERON INTERNATIONAL CORPORATION Annual Award Agreement – Deferred Stock Units

EX-10.48 11 ex1048.htm EXHIBIT 10.48 EXHIBIT 10.48 CAMERON INTERNATIONAL CORPORATION Annual Award Agreement – Deferred Stock Units AWARD AGREEMENT made as of , 2013 (the “Grant Date), between Cameron International Corporation, a Delaware corporation (the “Company”), and (the “Director”). 1. Grant of Deferred Stock Units. Subject to the provisions of this Award Agreement and pursuant to the provisi

Code of Ethics for Directors

EXHIBIT 14.3 Code of Ethics for Directors CAMERON INTERNATIONAL CORPORATION INTRODUCTION. This Code of Ethics for Directors has been adopted by the Board of Directors of Cameron International Corporation (?Cameron? or the ?Company?) to promote honest and ethical conduct and compliance with applicable laws, rules, regulations and standards. The Board recognizes that no code of conduct or code of et

SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT

EXHIBIT 10.29 SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT THIS SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT (this ?Amendment?) is entered into as of June 28, 2013, between CAMERON INTERNATIONAL CORPORATION, a Delaware corporation (?Cameron?) and CITIBANK, N.A., as letter of credit issuer (the ?Le

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K R ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 £ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K R ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884 CAMERON INTERNATIONAL CORPORATION (Exact name of Registrant as

CAM / Cameron International Corporation / VANGUARD GROUP INC Passive Investment

cameronintlcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Cameron International Corp Title of Class of Securities: Common Stock CUSIP Number: 13342B105 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropria

CAMERON ANNOUNCES FOURTH QUARTER EARNINGS

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 2014-03 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES FOURTH QUARTER EARNINGS · Reports fourth quarter earnings per share of $1.00, excluding charges · Record revenues, orders and backlog in 2013 · Repurchases 27 million shares in 2013 · Announces sale of Reciprocating Compression business and intent to dive

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8k.htm CAMERON INTERNATIONAL CORPORATION 8-K 1-30-2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (St

CAMERON ANNOUNCES CHANGE IN ONESUBSEA TOP MANAGEMENT

EXHIBIT 99.1 2014-01 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON ANNOUNCES CHANGE IN ONESUBSEA TOP MANAGEMENT HOUSTON, TX – January 10, 2014 – Cameron (NYSE: CAM) today announced the retirement of John Carne as Chief Executive Officer of OneSubsea effective February 28, 2014. John has served as CEO of OneSubsea since the Cameron and Schlumberger joint venture w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CAMERON INTERNATIONAL CORPORATION 8-K 1-10-2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2014 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or other jurisdiction of incorporation) (C

EX-99.3

Exhibit 99.3 FORM OF RESCISSION OFFER WITHDRAWAL FORM Note: This Form is to be completed only if you have previously completed and returned a Rescission Offer Acceptance Form, but no longer wish to participate in the Rescission Offer. YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER. IF YOU WISH TO REJECT THE RESCISSION OFFER AND HAVE NOT COMPLETED AND RETURNED A RESCISSION OFFER ACCEPTANCE

[by United States Postal Service]

EX-99.1 4 a13-268391ex99d1.htm EX-99.1 Exhibit 99.1 [by United States Postal Service] December 20, 2013 Dear Current or Former Participant in the Cameron International Corporation Retirement Savings Plan: This letter and the accompanying document called a “prospectus” contain important information. Cameron International Corporation is sending you these materials because you are a current or former

FORM OF RESCISSION OFFER ACCEPTANCE FORM

Exhibit 99.2 FORM OF RESCISSION OFFER ACCEPTANCE FORM YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER. IF YOU WISH TO REJECT THE RESCISSION OFFER, DO NOT RETURN THIS FORM. YOU DO NOT NEED TO DO ANYTHING TO REJECT THE RESCISSION OFFER. IF YOU WISH TO ACCEPT THE RESCISSION OFFER, PLEASE COMPLETE, SIGN AND RETURN THIS FORM PURSUANT TO THE INSTRUCTIONS BELOW AND ENSURE ITS RECEIPT BY 4:00 P.M.,

- REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933

Table of Contents As filed with the United States Securities and Exchange Commission on December 20, 2013 Registration Statement No.

CAMERON INTERNATIONAL CORPORATION as Issuer UNION BANK, N.A., as Trustee 1.150% SENIOR NOTES DUE 2016 Dated as of December 16, 2013

Exhibit 4.2 EXECUTION VERSION CAMERON INTERNATIONAL CORPORATION as Issuer and UNION BANK, N.A., as Trustee $250,000,000 1.150% SENIOR NOTES DUE 2016 THIRD SUPPLEMENTAL INDENTURE Dated as of December 16, 2013 TABLE OF CONTENTS ARTICLE I ESTABLISHMENT OF NEW SERIES 1 Section 1.01. Establishment of New Series 1 ARTICLE II DEFINITIONS 2 Section 2.01. Definitions in the Indenture 2 Section 2.02. Other

CAMERON INTERNATIONAL CORPORATION $250,000,000 1.150% Senior Notes due 2016 $250,000,000 4.000% Senior Notes due 2023 $250,000,000 5.125% Senior Notes due 2043 UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version CAMERON INTERNATIONAL CORPORATION $250,000,000 1.150% Senior Notes due 2016 $250,000,000 4.000% Senior Notes due 2023 $250,000,000 5.125% Senior Notes due 2043 UNDERWRITING AGREEMENT December 11, 2013 UNDERWRITING AGREEMENT December 11, 2013 J.P. MORGAN SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC CITIGROUP GLOBAL MARKETS INC. MORGAN STANLEY & CO. LLC RBS SECURIT

CAMERON INTERNATIONAL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Amounts in millions of dollars)

Exhibit 12.1 CAMERON INTERNATIONAL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Amounts in millions of dollars) 2008 2009 2010 2011 2012 NINE MONTHS ENDED 9/30/2013 Pre-tax income from continuing operations $ 851.4 $ 642.8 $ 733.3 $ 651.1 $ 938.0 $ 636.8 Equity adjustments: Deduct undistributed income of less than 50% owned entities (4.1 ) (3.5 ) — (4.6 ) (6.8 ) (4.3 ) Amortizati

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2013 Cameron International Corporation (Exact name of registrant as specified in its charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (

CAMERON INTERNATIONAL CORPORATION as Issuer UNION BANK, N.A., as Trustee 4.000% SENIOR NOTES DUE 2023 Dated as of December 16, 2013

Exhibit 4.3 EXECUTION VERSION CAMERON INTERNATIONAL CORPORATION as Issuer and UNION BANK, N.A., as Trustee $250,000,000 4.000% SENIOR NOTES DUE 2023 FOURTH SUPPLEMENTAL INDENTURE Dated as of December 16, 2013 TABLE OF CONTENTS ARTICLE I ESTABLISHMENT OF NEW SERIES 1 Section 1.01. Establishment of New Series 1 ARTICLE II DEFINITIONS 2 Section 2.01. Definitions in the Indenture 2 Section 2.02. Other

CAMERON INTERNATIONAL CORPORATION as Issuer UNION BANK, N.A., as Trustee 5.125% SENIOR NOTES DUE 2043 Dated as of December 16, 2013

Exhibit 4.4 EXECUTION VERSION CAMERON INTERNATIONAL CORPORATION as Issuer and UNION BANK, N.A., as Trustee $250,000,000 5.125% SENIOR NOTES DUE 2043 FIFTH SUPPLEMENTAL INDENTURE Dated as of December 16, 2013 TABLE OF CONTENTS ARTICLE I ESTABLISHMENT OF NEW SERIES 1 Section 1.01. Establishment of New Series 1 ARTICLE II DEFINITIONS 2 Section 2.01. Definitions in the Indenture 2 Section 2.02. Other

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EX-99.1 8 a13-263701ex99d1.htm EX-99.1 Exhibit 99.1 NR2013-12 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON PRICES $750 MILLION OF UNSECURED SENIOR NOTES HOUSTON (December 11, 2013) — Cameron (NYSE: CAM) has priced a public offering of $250 million aggregate principal amount of 1.150% senior notes due 2016, $250 million aggregate principal amount of 4.000% senior

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Offering Price Per Note Aggregate Offering Price Amount of Registration Fee(1)(2) 1.150% Senior Notes due 2016 $250,000,000 99.982% $249,955,00

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Offering Price Per Note Aggregate Offering Price Amount of Registration Fee(1)(2) 1.

CAMERON BOARD APPROVES $750 MILLION INCREASE IN SHARE REPURCHASE AUTHORIZATION

EX-99.1 2 a13-261051ex99d1.htm EX-99.1 Exhibit 99.1 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON BOARD APPROVES $750 MILLION INCREASE IN SHARE REPURCHASE AUTHORIZATION HOUSTON (December 10, 2013) — Cameron (NYSE: CAM) today announced that its Board of Directors has approved an increase in the Company’s share repurchase authorization by an additional $750 million

Cameron International Corporation Final Term Sheet $250,000,000 1.150% Senior Notes due 2016 $250,000,000 4.000% Senior Notes due 2023 $250,000,000 5.125% Senior Notes due 2043

FWP 1 a13-259863fwp.htm FILING UNDER SECURITIES ACT RULES 163/433 OF FREE WRITING PROSPECTUSES Filed Pursuant to Rule 433 Registration No. 333-178708 December 11, 2013 Cameron International Corporation Final Term Sheet $750,000,000 $250,000,000 1.150% Senior Notes due 2016 $250,000,000 4.000% Senior Notes due 2023 $250,000,000 5.125% Senior Notes due 2043 $250,000,000 1.150% Senior Notes due 2016

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2013 Cameron International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or other jurisdiction of incorporation) Co

Per 2016 note Total Per 2023 note Total Per 2043 note Total Public offering price % $ % $ % $ Underwriting discount % $ % $ % $ Proceeds to the Company (before expenses) % $ % $ % $

424B5 1 a2217673z424b5.htm 424B5 Use these links to rapidly review the document Table of contents TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424b(5) Registration No. 333-178708 SUBJECT TO COMPLETION, DATED DECEMBER 11, 2013 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospe

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Exhibit 99.1 2013-10 Contact: Jeff Altamari Vice President, Investor Relations (713) 513-3344 CAMERON ELECTS H. PAULETT EBERHART TO BOARD OF DIRECTORS HOUSTON (December 9, 2013) - Cameron has elected H. Paulett Eberhart to the Company’s Board of Directors, effective December 9, 2013. Eberhart, 60, is currently Chief Executive Officer of CDI Corporation (NYSE:CDI). She joined CDI as President and C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2013 Cameron International Corporation (Exact name of registrant as specified in its charter) Delaware 1-13884 76-0451843 (State or Other Jurisdiction of Incorporation) (