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 26, 2002
--------------

FMC TECHNOLOGIES, INC.
-------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                    1-16489                36-4412642
----------------------------      ------------         ------------------
(State or other jurisdiction       (Commission         (I.R.S. Employer
of incorporation)            File Number)        Identification No.)

200 East Randolph Drive, Chicago, Illinois 60601
----------------------------------------------------
(Address of principal executive offices) (Zip Code)

(312) 861-6000
------------------------------
Registrant's telephone number,
including area code

Item 5. Other Events. Attached as Exhibit 99c are First Quarter 2002 Financial
Schedules. Also included is a schedule of 2001 Business Segment Data on a Pro
Forma Basis, revised from that disseminated at 10:24 a.m. Central on Wednesday,
April 24, 2002.

Item 9. Regulation FD Disclosure. FMC Technologies, Inc. held its first annual
meeting of shareholders in Chicago, IL on April 26, 2002. Presenters at this
meeting included Joseph H. Netherland, Chairman, President, and Chief Executive
Officer, FMC Technologies, Inc. and William H. Schumann, III, Executive Vice
President and Chief Financial Officer, FMC Technologies, Inc. The text of
presentations made at this meeting is attached hereto as exhibits to this
report. These transcripts may also be accessed at the company's website
(www.fmctechnologies.com). The posting and furnishing of this information is not
intended to, and does not, constitute a determination by FMC Technologies, Inc.
that the information is material or that investors should consider this
information before deciding to buy or sell FMC Technologies, Inc. securities.

Item 7. Financial Statements and Exhibits.

(c)  Exhibits. The following exhibits are furnished as part of this report:

--------------------------------------------------------------------------------------
Exhibit Number                   Topic                         Presenter
--------------------------------------------------------------------------------------

Exhibit 99a         Transcript of presentation - Annual     Joseph H. Netherland
Shareholder Meeting, April 26, 2002
--------------------------------------------------------------------------------------
Exhibit 99b         Transcript of presentation - Annual     William H. Schumann, III
Shareholder Meeting, April 26, 2002
--------------------------------------------------------------------------------------
Exhibit 99c         First Quarter 2002 Financial            N/A
Schedules; 2001 Business Segment Data
on a Pro Forma Basis (revised)

--------------------------------------------------------------------------------------

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

FMC TECHNOLOGIES, INC.

By /s/ Jeffrey W. Carr
-------------------------------------
Jeffrey W. Carr
Vice President, General
Counsel and Secretary

Date: April 26, 2002

EXHIBIT 99a
-----------

TRANSCRIPT OF ANNUAL MEETING ADDRESS -- ANNUAL SHAREHOLDER MEETING, APRIL 26,
2002

Joseph H. Netherland, Chairman, President and Chief Executive Officer, FMC
Technologies, Inc.

I am pleased to report on a successful inaugural year for FMC Technologies.
As you know, our company was created when FMC Corporation spun off its machinery
businesses in the second quarter of 2001. Our initial public offering first
traded on the New York Stock Exchange, under the ticker symbol "FTI," on June
14th last year. Then, on December 31st, 54 million - or 83 percent - of the FMC
Technologies common shares held by FMC Corporation were distributed to FMC's
shareholders by means of a tax free dividend. So, FMC Technologies began 2002 as
a totally separate, independent company.

Somewhat ironically, while we are a new company, we have an important
history. As the video showed, FMC began as a specialized machinery company
solving customers' problems in the orchards of California. Since that time, our
company has demonstrated a tradition of growth, development of innovative
technologies and providing customer solutions - for over 100 years.

1

Some of our most impressive growth has taken place since the mid-1980s. At
that time, FMC Corporation began its greatest investments - through a program of
strategic acquisitions and internal growth - in the businesses that now make up
FMC Technologies. As a consequence, our businesses have attained over a
four-fold growth in sales over the past 15 years. And today, we are a company
with approximately $2 billion in sales and a backlog of unfilled orders
exceeding $1 billion.

Today, FMC Technologies is a leader in supplying solutions to the growing
subsea energy market. Our other businesses also are well positioned as market
leaders in the industries they serve. We have a strong management team, talented
and experienced employees and an exceptionally qualified Board of Directors.
These attributes served us well in our first year as a public company and will
be great assets going forward.

Now, I would like to take a few minutes to review our results last year.
Overall, 2001 was a good year, characterized by:

2

o    Strong subsea orders in all producing basins (the North Sea, offshore
Brazil, Gulf of Mexico and offshore West Africa),

o    An increased focus in FoodTech on improving the cost structure and
providing complete customer solutions, and

o    A bright spot in the difficult Airport Systems market provided by the
Halvorsen Loader program for the U.S. Air Force.

FMC Energy Systems is our largest and core business, generating almost 60
percent of the Company's revenues. This business includes two segments - Energy
Production Systems and Energy Processing Systems. Briefly, Energy Production
Systems provides wellhead and related systems for subsea, offshore platform and
floating production, as well as land-based oil and gas production. Energy
Processing Systems provides high pressure valves and fittings for oilfield
service customers, as well as liquid and gas measurement and transportation
equipment and systems for various applications.

Our Energy Systems business, which is driven by large developments of
offshore oil and gas fields, is based

3

on our leading technology in subsea completion systems. Because of this, we have
more alliances than any of our competitors. Our alliances include major
producers such as BP, Shell, Norsk Hydro, Statoil, Agip and others. A major
highlight in 2001 was the five-year frame agreement we signed to be the
exclusive supplier to BP of subsea systems for their deepwater developments in
the Gulf of Mexico. These are some of the largest U.S. offshore developments and
will see FMC Technologies equipment operating in water depths over 7,500 feet,
temperatures of 350 degrees Fahrenheit and pressures up to 15,000 psi.
Subsea sales and inbound orders were strong globally last year, including sales
to and inbound orders from Shell, Kerr McGee and BP in the Gulf of Mexico;
TotalFinaElf and Exxon Mobil offshore West Africa; Statoil and Norsk Hydro in
the North Sea; and Petrobras in Latin America. Inbound orders also were
substantial for floating production systems, including orders from Exxon Mobil,
Enterprise Oil and Petrobras.

Energy Systems' backlog grew from $425 million at the beginning of 2001 to
$676 million at the end of the

4

year. This was a 59 percent increase. This backlog level should drive increased
subsea sales in 2002 and beyond.

Now turning to our food processing solutions business. FMC FoodTech is the
number one supplier of food processing equipment in North America and one of the
top 10 worldwide. This business is characterized by industry-leading positions
in freezing, sterilizing, citrus extractors and breading and cooking systems. We
have strong customer relationships with large, multinational food companies such
as Heinz, Nestle, Tyson and Unilever.

FMC FoodTech's sales and profits decreased in 2001, due to global economic
weakness and the food industry's lower capital expenditures. In response to
these declines, we have lowered our cost structures. As the economy rebounds,
our streamlined structure should enable us to benefit from increased
efficiencies, leading to improved margins for this business.

Our other non-energy business, FMC Airport Systems, experienced special
challenges last year, but performed well nevertheless. Airport Systems'

5

sales and earnings increased in 2001 compared to 2000. The increases were
primarily due to increased Halvorsen loader sales and greater volumes and
margins for ground support equipment.

This progress could have been greater but the events of September 11th had
a severe effect on our Airport Systems' business . . . and will continue to
impact us in 2002. Several U.S. airlines reduced service by almost 20 percent,
and passenger airlines froze capital spending and delayed shipments of our
loaders, deicers and push-back tractors. In response, we cancelled orders with
vendors, froze capital spending and made significant personnel reductions.

Airport Systems did, however, benefit from our alliance with Federal
Express, a strong position with UPS, and a ramp-up of Halvorsen loader orders
for the U.S. Air Force. We now expect to produce over 100 Halvorsen loaders for
the Air Force in 2002 - that compares with 19 delivered last year. But these
pluses will not offset the negatives. We expect 2002 Airport Systems sales to be
lower than 2001.

All in all, our inaugural year was strong. In spite

6

of substantial challenges for our FoodTech and Airport Systems businesses, FMC
Technologies achieved sequential growth in income per share (before one-time
charges) in each quarter of 2001. Our employees kept the Company's business
performance solid despite the distractions of our corporate reorganization.
Their skill and teamwork produced successes such as the BP award, the start-up
of the Halvorsen Loader program, and a renewed focus on providing integrated
solutions in our food business.

This year, of course, will be our first as a totally independent company.
We're facing the future buoyed by a number of strengths. Among them are:

o    A tradition of more than 100 years of providing customer solutions,

o    Leading businesses in each of our business segments: Energy, Food and
Air Transportation,

o    Strong industry positions,

o    A great team of employees,

o    The same management team that built our

7

businesses,

o    All the above with a solid focus on execution and performance
throughout each of our business units.

The strong backlog we have built requires our focus to be on execution.
Price increases will be difficult to implement, so we are focusing on volume
growth and cost reduction to improve the Company's profits in 2002.

Finally, I'd like to make some comments about our safety performance. We
take our responsibility to provide a safe workplace for our employees very
seriously. Our safety performance took a slight dip last year from a total
recordable incident rate of 1.24 in 2000 to 1.45 in 2001 (incidents per 100 full
time employees). We believe we have strong safety systems in place at all of our
facilities and are committed to continuous improvement. Through the first
quarter, our efforts have shown results with a recordable rate back down to
1.19.

The outlook for FMC Technologies is good. Our future success depends on the
same thing that made

8

us successful in the past: a great group of employees providing the best
solutions for our customers.

Thank you for attending our first Annual Meeting of Stockholders. And thank
you for investing in FMC Technologies.

Now, I'd like to turn the podium over to Bill Schumann, for a more detailed
review of our financial results . . . Bill.

[Presentation by William H. Schumann, III, Executive Vice President and Chief
Financial Officer, FMC Technologies, Inc.]

9

Exhibit 99b
-----------

TRANSCRIPT OF PRESENTATION -- ANNUAL SHAREHOLDER MEETING, APRIL 26, 2002

William H. Schumann, III, Executive Vice President and Chief Financial Officer,
FMC Technologies, Inc.

Thanks, Joe...

I would like to present the results of 2001 and our first quarter of 2002,
which we just reported a couple of days ago, and comment briefly about our
creation of shareholder value.

In recapping 2001, one of the key highlights was our inbound order rate.
Due to our Energy Systems cyclical nature, our business tracks the oil service
cycle - with a delay -- and our order flow indicates that. This chart depicts
our order flow over the last several years. As you can see our orders fell off
in 1999, and did not recover until 2001. Overall, in 2001, total orders were up
36 percent, driven by Energy Production

Systems, which was up 90 percent.

As you would expect, the increase in inbound led to an increase in our
order backlog in 2001. The first quarter of 2002 has shown a continuing backlog
growth to over $1 billion. This backlog gives us a strong outlook for 2002 and
it leads us to estimate earnings in the $0.95 per diluted share range, an
increase of approximately 15%.

This slide illustrates our net income and earnings per share in 2001 before
non-recurring items and on a pro forma basis. The pro forma basis adjusts
interest expense in 2000 and the first half of 2001 - prior to the formation of
FMC Technologies - to a level consistent with the initial debt structure of the
Company. It shows net income of $0.97 in 2000 and $0.82 in 2001.

As you can see the Energy Systems business was about level with 2000 while
our FoodTech business was down $14M due to lower sales and earnings in nearly
every area

except citrus. We made operating improvements during 2001 that we
believe are beginning to bear fruit and will position us well when this segment
rebounds.

Despite September 11th, our Airport Systems business exceeded 2000 results
in 2001, largely due to the start of the Halvorsen loader program for the U.S.
Air Force. This new program should provide us with a profitable 2002 as we ramp
up production.

Considering the economic conditions we faced, it was a very solid year.

Last year was also a strong year for cash generation. In 2001, we generated
$55 million of cash to repay debt. Our debt, net of cash, at the end of 2001,
was $245 million, down from $300 million at the beginning of 2001.

During the first quarter of 2002 we have built working capital, in-line
with the strong growth we are seeing in our subsea business. Consequently, our
debt, net of cash, at the end

of the first quarter 2002, is a little higher at $259 million. However, we
anticipate generating cash flow in excess of working capital and capital
spending needs this year, and expect to further reduce our debt by year-end
2002.

As you heard from Joe, FMC Technologies' earning pattern is somewhat
seasonal. Accordingly, we had a low first quarter in 2002, similar to last year.

Earnings for the first quarter were $0.08 per share, which excluded a
one-time, non-cash charge of $194 million, after tax, to reflect the
implementation of a new accounting standard, FAS 142. Our Energy Production
Systems business delivered outstanding results in the first quarter and
increased its backlog - in fact - every business except airport systems
increased backlog.

Additionally, FoodTech produced higher results on lower sales as cost
reduction efforts began to bear fruit. We expect solid gains in

FoodTech this year. Both of these improvements overcame the large reduction in
Airport Systems, which has been impacted by the airline slowdown since September
11. In total, first quarter earnings of $0.08 per share are 33% above first
quarter 2001 earnings of $0.06 per share on a pro forma basis.

Now, turning to our continuing commitment to shareholder value creation.
The driving reasons for separating FMC's machinery and chemical businesses were
so that both enterprises could be more focused, we could achieve better market
recognition of the value of our businesses, incentives for employees would be
more directly tied to performance and we would have an increased ability to
pursue strategic acquisitions.

On this slide, we have compared the FMC stock price and since December 31,
2001, the sum of FMC Corporation and FMC Technologies, which is the top line, to
the

S&P500 index in yellow.

Clearly, the decision to split the company has increased shareholder value.
As of April 24, 2002, the transaction has added approximately 62 percent in
value relative to the S&P 500, much of it after the actual separation on
December 31st, 2001.

And the message I want to leave you with today is that we remain committed
to increasing shareholder value, and that is the motivation that we believe will
continue to earn your interest and investment.

Thank you for your time and attention.

Now, I'll turn the program back over to Joe.

Exhibit 99c
-----------

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------
BUSINESS SEGMENT DATA
---------------------
(Unaudited and in millions)

Three Months Ended
March 31
------------------
2002      2001
--------  --------

Revenue
-------

Energy Production Systems                                     $  198.0  $  157.9
Energy Processing Systems                                         84.0      89.1
Intercompany eliminations                                         (1.3)     (0.2)
--------  --------
Subtotal Energy Systems                                      280.7     246.8
FoodTech                                                          91.7     108.5
Airport Systems                                                   52.8      74.7
Intercompany eliminations                                         (1.6)     (0.6)
--------  --------
$  423.6  $  429.4
========  ========

Income (loss) before income taxes
---------------------------------

Energy Production Systems                                     $   10.9  $    5.6
Energy Processing Systems                                          3.0       3.4
--------  --------
Subtotal Energy Systems                                       13.9       9.0
FoodTech                                                           4.3       3.5
Airport Systems                                                    1.0       5.9
--------  --------

Segment operating profit (1)                                      19.2      18.4
Corporate expenses                                                (5.7)     (8.1)
Other expense, net                                                (3.0)     (0.7)
--------  --------

Operating profit before asset impairment, restructuring and
other charges, net interest expense and income taxes            10.5       9.6

Asset impairment (2)                                                --      (1.3)
Restructuring and other charges (3)                                 --      (9.2)
Net interest expense                                              (3.4)     (1.1)
--------  --------

Income (loss) before income taxes and the cumulative effect
of changes in accounting principles                         $    7.1  $   (2.0)
========  ========

(1)  Segment operating profit comparability is affected by the Company's
adoption of the provisions of Statement of Financial Accounting Standards
No. 142 effective January 1, 2002, at which time the recording of goodwill
amortization expense ceased. Goodwill amortization expense in 2001 relates
to Energy Production Systems ($0.8 million), Energy Processing Systems
($1.2 million), FoodTech ($1.3 million) and Airport Systems ($0.1 million).

(2)  The asset impairment in 2001 relates to FoodTech.

(3)  Restructuring and other charges in 2001 relate to Energy Processing Systems
($5.2 million), FoodTech ($2.5 million), and Airport Systems ($1.5
million).

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
(Unaudited and in millions, except per share amounts)

Three Months Ended
March 31
--------------------------
2002           2001
------------   -----------

Revenue                                                                                    $     423.6    $     429.4

Operating costs and expenses                                                                     412.5          419.8
Asset impairments                                                                                    -            1.3
Restructuring and other charges                                                                      -            9.2
-----------    -----------

Total costs and expenses                                                                         412.5          430.3
-----------    -----------

11.1           (0.9)

Minority interests                                                                                 0.6              -
Net interest expense                                                                               3.4            1.1
-----------    -----------

Income (loss) before income taxes                                                                  7.1           (2.0)

Provision for income taxes                                                                         2.1            1.6
-----------    -----------

Income (loss) before the cumulative effect of changes in accounting principles                     5.0           (3.6)

Cumulative effect of changes in accounting principles, net of income taxes (1)                  (193.8)          (4.7)
-----------    -----------

Net loss                                                                                   $    (188.8)   $      (8.3)
===========    ===========

Basic and diluted earnings per common share:

Income (loss) before the cumulative effect of changes in accounting principles           $      0.08    $     (0.06)
Cumulative effect of changes in accounting principles (1)                                      (2.97)         (0.07)
-----------    -----------

Loss per common share (2)                                                                $     (2.89)   $     (0.13)
===========    ===========

Average number of shares used in basic and diluted loss per share computations (2)                65.2           65.0
===========    ===========

(1)  The cumulative effect of changes in accounting principles, net of income
taxes, resulted from the adoption of Statement of Financial Accounting
Standards No. 142 in 2002 and Statement of Financial Accounting Standards
No. 133 in 2001.

(2)  Loss per common share for the three months ended March 31, 2001 are
presented on a pro forma basis as if FMC Technologies were retaining its
earnings since January 1, 2001 and had completed its initial public
offering on January 1, 2001.

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------
BUSINESS SEGMENT DATA
---------------------
(Unaudited and in millions)

Three Months Ended
March 31
----------------------------
2002             2001
------------     -----------
Inbound Orders
--------------

Energy Production Systems                   $     284.9      $     266.6
Energy Processing Systems                          93.6            103.8
-----------      -----------
Subtotal Energy Systems                       378.5            370.4
FoodTech                                          131.4            149.2
Airport Systems                                    31.5            102.1
-----------      -----------

$     541.4      $     621.7
===========      ===========

March 31
----------------------------
2002             2001
------------     -----------
Order Backlog
-------------

Energy Production Systems                   $     658.1      $     440.1
Energy Processing Systems                         115.6            108.4
-----------      -----------
Subtotal Energy Systems                       773.7            548.5
FoodTech                                          161.1            129.3
Airport Systems                                   142.1            158.0
-----------      -----------

$   1,076.9      $     835.8
===========      ===========

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------
Business Segment Data
---------------------
Pro Forma Basis
---------------
(In millions, except per share data)

2001
-------------------------------------------------------
Q1         Q2         Q3         Q4       Full Year
---------  ---------  ---------  ---------  -----------

Revenue
-------
Energy Production Systems                      $   157.9  $   172.5  $   176.1  $   219.4  $     725.9
Energy Processing Systems                           89.1       97.4       95.5      118.0        400.0
Intercompany eliminations                           (0.2)      (0.1)      (0.1)      (0.2)        (0.6)
---------  ---------  ---------  ---------  -----------
Subtotal Energy Systems                        246.8      269.8      271.5      337.2      1,125.3
FoodTech                                           108.5      132.6      127.6      144.2        512.9
Airport Systems                                     74.7       80.0       77.6       67.5        299.8
Intercompany eliminations                           (0.6)      (4.3)      (2.7)      (2.5)       (10.1)
---------  ---------  ---------  ---------  -----------
Total revenue                              $   429.4  $   478.1  $   474.0  $   546.4  $   1,927.9
=========  =========  =========  =========  ===========

After-tax income (pro forma basis)
----------------------------------
Energy Production Systems                      $     5.6  $     8.0  $    12.2  $    15.3  $      41.1
Energy Processing Systems                            3.4        5.3        8.2       13.9         30.8
---------  ---------  ---------  ---------  -----------
Subtotal Energy Systems                          9.0       13.3       20.4       29.2         71.9
FoodTech                                             3.5       11.3       10.2       14.6         39.6
Airport Systems                                      5.9        5.1        6.7        0.4         18.1
---------  ---------  ---------  ---------  -----------
Total segment operating profit                  18.4       29.7       37.3       44.2        129.6
Corporate expenses (a)                              (8.1)      (8.3)      (7.8)      (9.6)       (33.8)
Other expense, net (b)                              (0.7)    --           (1.4)      (2.3)        (4.4)
Net interest expense (c)                            (4.6)      (4.6)      (5.2)      (3.0)       (17.4)
---------  ---------  ---------  ---------  -----------

Income before income taxes (pro forma basis)         5.0       16.8       22.9       29.3         74.0
Provision for income taxes (d)                      (1.4)      (4.5)      (6.2)      (7.9)       (20.0)
---------  ---------  ---------  ---------  -----------

After-tax income (pro forma basis)             $     3.6  $    12.3  $    16.7  $    21.4  $      54.0
=========  =========  =========  =========  ===========

Income per share (pro forma basis) (e)         $    0.06  $    0.19  $    0.25  $    0.32  $      0.82
=========  =========  =========  =========  ===========

(a)  Corporate expenses primarily include staff expenses.

(b)  Other expense, net consists of all other corporate items, including LIFO
inventory adjustments and pension income or expense.

(c)  For periods prior to Q3 2001, interest expense is presented on a pro forma
basis assuming debt of $305 million and annual interest expense at 6.0%.

(d)  Income tax rate constant at 27%.

(e)  Diluted shares outstanding constant at 66.2 million.

Note: These statements present the company's pro forma estimate of FMC
Technologies' results under the current capital structure, assuming diluted
shares outstanding of 66.2 million, an income tax rate of 27% and allocation of
debt between FMC Technologies and FMC Corporation as if the IPO had occurred on
January 1, 2001. For periods subsequent to the IPO, actual net interest expense
was used. Pro forma income per share is based on income from continuing
operations, excluding significant non-recurring items. Significant non-recurring
items include asset impairments, restructuring and other charges, the cumulative
effect of a change in accounting principle and non-recurring tax charges related
to the separation of FMC Technologies' worldwide entities from FMC Corporation.
The company believes that this pro forma information provides a basis for
comparisons going forward. The pro forma statements are for the purpose of
analysis only and are not meant to be prepared or presented in accordance with
U.S. generally accepted accounting principles.

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(In millions)

March 31,
2002            December 31,
(Unaudited)             2001
-----------         ------------

Cash and cash equivalents                                              $     2.2           $    28.0
Accounts receivable, net of allowances of $9.3
and $9.2 in 2002 and 2001, respectively                                  403.7               375.9
Inventories                                                                305.8               269.6
Other current assets                                                        87.2                81.6
---------           ---------
Total current assets                                                  798.9               755.1

Property, plant and equipment, net of accumulated depreciation
of $357.1 and $349.5 in 2002 and 2001, respectively                      276.2               275.3
Goodwill                                                                    96.6               311.6
Intangible assets                                                           33.5                35.5
Other assets                                                                84.6                60.4
---------           ---------
Total assets                                                           $ 1,289.8           $ 1,437.9
=========           =========

Short-term debt and current portion of long-term debt                  $    78.7           $    78.9
Accounts payable                                                           430.4               369.4
Other current liabilities                                                  216.6               232.5
---------           ---------
Total current liabilities                                             725.7               680.8

Long-term debt                                                             182.7               194.1
Other liabilities                                                          137.2               144.8
Common stock                                                                 0.7                 0.7
Other stockholders' equity                                                 243.5               417.5
---------           ---------
Total liabilities and stockholders' equity                             $ 1,289.8           $ 1,437.9
=========           =========

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
----------------------------------------------
(Unaudited and in millions)

Three Months Ended
March 31,
------------------
2002    2001
-------  -------

Net cash provided (required) by operating activities of continuing operations:
Net income (loss) before the cumulative effect of changes in
accounting principles                                                       $   5.0  $  (3.6)
Depreciation and amortization                                                     11.8     14.4
Other                                                                            (17.6)   (33.0)
-------  -------
Net cash required by operating activities of continuing operations                  (0.8)   (22.2)
-------  -------
Net cash required by discontinued operations                                        (1.7)    (1.5)
-------  -------
Net cash provided (required) by investing activities:
Capital expenditures                                                             (12.5)   (12.8)
Other                                                                              0.6      4.9
-------  -------
Cash required by investing activities                                              (11.9)    (7.9)
-------  -------
Net cash provided (required) by financing activities:
Net decrease in short-term debt                                                   (0.3)    (9.4)
Repayments of long-term debt                                                     (11.5)    --
Previous owner's net investment                                                   --       35.5
Issuance of common stock, net of stock acquired for employee benefit plan          0.6     --
-------  -------
Cash provided (required) by financing activities                                   (11.2)    26.1
-------  -------
Effect of exchange rate changes on cash and cash equivalents                        (0.2)    (0.3)
-------  -------
Decrease in cash and cash equivalents                                              (25.8)    (5.8)

Cash and cash equivalents, beginning of period                                      28.0     17.8
-------  -------
Cash and cash equivalents, end of period                                         $   2.2  $  12.0
=======  =======