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 5, 2005

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

 
 	 	 	 	 	
Not Applicable	 	1-16489	 	36-4412642	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(I.R.S. Employer
Identification No.)	
 
1803 Gears Road, Houston, TX 77067
(Address of principal executive offices) (Zip Code)
 
(281) 591-4000
Registrant’s telephone number,
including area code
 
FMC Technologies, Inc. Savings and Investment Plan
(Full title of the plan)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Section 4 – Matters Related to Accountants and Financial Statements
 
Item 4.01. Changes in Registrant’s Certifying Accountant
 
On May 5, 2005, KPMG LLP elected not to stand for reappointment as the auditors of the FMC Technologies, Inc. Savings and Investment Plan (the “Plan”), and the Audit Committee of FMC Technologies, Inc. engaged the accounting firm of Grant Thornton LLP as independent auditors of the Plan for the year ended December 31, 2004. The decision to change accountants was approved by the Audit Committee.
 
The audit reports of KPMG LLP on the financial statements of the Plan as of and for the years ended December 31, 2003 and 2002 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the two most recent audits completed, which were for the years ended December 31, 2003 and 2002, and in the subsequent period through May 5, 2005, there were no disagreements between the Plan and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to KPMG LLP’s satisfaction, would have caused KPMG LLP to make reference to the subject matter of the disagreement in connection with its opinion.
 
None of the reportable events described under Item 304 (a)(1)(v) of Regulation S-K occurred within the years ended December 31, 2003 and 2002 or within the subsequent period through May 5, 2005.
 
The Plan has provided KPMG LLP with a copy of the foregoing statements and requested that KPMG LLP furnish a letter to the Securities and Exchange Commission stating that it agrees with such statements. A copy of this letter is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
 
During the years ended December 31, 2003 and 2002 and the subsequent period through May 5, 2005, the Plan did not consult with Grant Thornton LLP regarding any of the matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-K.
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits
 
(c) Exhibits:
 
 	99.1	Letter issued by KPMG LLP dated May 5, 2005	

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/ William H. Schumann, III

	
 	 	William H. Schumann, III	
 	 	Senior Vice President and Chief
Financial Officer	
 
Date: May 5, 2005

Exhibit 99.1
 
May 5, 2005
 
Securities and Exchange Commission
Washington, D.C. 20549
 
Ladies and Gentlemen:
 
We were previously principal accountants for FMC Technologies, Inc. Savings and Investment Plan (the Plan) and, under the date of June 18, 2004, we reported on the financial statements of the Plan as of and for the years ended December 31, 2003 and 2002. On May 5, 2005, we declined to stand for reelection as principal accountants. We have read FMC Technologies, Inc. Savings and Investment Plan’s statements included under Item 4.01 of its Form 8-K dated May 5, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with the Plan’s statements that (i) the change was approved by the audit committee of FMC Technologies, Inc., and (ii) Grant Thornton LLP was not consulted regarding any of the matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-K.
 
Very truly yours,
 
/s/ KPMG LLP