UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 14, 2008

FMC Technologies, Inc.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Delaware	 	1-16489	 	36-4412642	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(I.R.S. Employer
Identification No.)	
1803 Gears Road
Houston, Texas 77067
(Address, Including Zip Code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (281) 591-4000
Not Applicable
(Former name or former address, if changed since last report)

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))	

 

ITEM 7.01.	REGULATION FD DISCLOSURE.	
On July 14, 2008, John Bean Technologies Corporation began making presentations to the equity investment community in connection with its upcoming spin-off from FMC Technologies, Inc. A copy of the presentation materials is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Note: The information in this report and Exhibit 99.1 attached hereto are furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
 
ITEM 8.01.	OTHER EVENTS.	
On July 14, 2008, FMC Technologies, Inc. issued a press release including an announcement that it will distribute all of John Bean Technologies Corporation’s common stock on July 31, 2008 to the FMC Technologies, Inc. shareholders of record as of July 22, 2008. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
 
ITEM 9.01.	FINANCIAL STATEMENTS AND EXHIBITS.	
(d) Exhibits:

99.1	  	John Bean Technologies Corporation Presentation	
99.2	  	FMC Technologies, Inc. Press Release	

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 hereunto duly authorized.

 	 	FMC TECHNOLOGIES, INC.	
 	 	 	
 	 	By:	 	/s/ William H. Schumann, III	
Dated: July 14, 2008	 	Name:	 	William H. Schumann, III	
 	 	Title:	 	Executive Vice President and Chief Financial Officer	
 
2

1High-Productivity Solutions Engineered forFood Processing and Air TransportationInvestor PresentationJuly 2008Exhibit 99.1

2Theseslidesandtheaccompanyingpresentationcontain“forward-looking”statementswhich represent management’s best judgment as of the date hereof, based on currentlyavailableinformation.Actualresultsmaydiffermateriallyfromthosecontainedinsuchforward-looking statements.JBT Corporation’s (the “Company”) Form 10 Registration Statement filed under theSecurities Exchange Act of 1934 includes information concerning factors that maycause actual results to differ from those anticipated by these forward-lookingstatements. The Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties.AlthoughtheCompanyreportsitsresultsusingGAAP,theCompanyusesnon-GAAPmeasures when management believes those measures provide useful information for itsstockholders.Forward-Looking Statements

3•Transaction Overview•Investment Highlights-JBT Corporation Overview-JBT FoodTech Overview-JBT AeroTech Overview•Strategies for Growth•Financial Overview•Charles H. Cannon, Jr.-Chairman of the Board,Chief Executive Officer•Ronald D. Mambu-Vice President,Chief Financial OfficerAgendaSpeakersToday’s Speakers and Agenda

Transaction Overview

5DescriptionTax-free distribution to FMCTechnologies (FTI) shareholdersListingNYSE: JBTDistribution Ratio1 FTI share : 0.216 JBT sharesEstimated JBT Shares27.6 millionDividend per Share$0.07 per quarterWhen Issued TradingJuly 18, 2008Record DateJuly 22, 2008Distribution DateJuly 31, 2008Regular Way TradingAugust 1, 2008Transaction Overview

Investment Highlights

7Investment Highlights•Experienced and diverse leadership team•Long, rich history in markets we helped develop•Technology and market leader with blue chip customer base•Global footprint with extensive capabilities•Track record of profitable growth•Large installed base drives growth in recurring revenue•Well-positioned to capture growth opportunities•Growing profits and stable cash flows support debt paydown,dividend and reinvestment

8Charles H. Cannon, Jr.Chairman of the Board,26Chief Executive OfficerRonald D. MambuVice President, Chief Financial Officer34Torbjörn ArvidssonVice President and Division Manager,21Food Solutions and ServicesJuan C. PodestaVice President and Division Manager,19Food Processing SystemsTo Be AnnouncedVice President and Division Manager,--JBT AeroTechYears withCompanyOperating Management Team•20+ years average FMC tenure•Multi-cultural team: 9 nationalities and 9 languages•Majority have worked and lived abroadSenior Management TeamExperienced and Diverse Leadership Team

9Charles H. Cannon, Jr.ServedinvariouspositionswithinFMCCorporationandFMCTechnologiessince1982includingSeniorVice President of FMC Technologies and General Manager of FMC FoodTech and Airport Systems;currentlyaBoardMemberofStandexInternationalCorporationandtheFoodMachineryEuropeAssociationC. Maury DevineServed in various positions within ExxonMobil Corporation since 1994 including President andManaging Director of ExxonMobil Norway and Secretary of Mobil Corporation; previously held positionswithintheU.S.Government;currentlyaBoardMemberofFMCTechnologiesandDetNorskeVeritasAlan D. FeldmanHas served as the Chairman, President and CEO of Midas, Inc. since 2003; previously held seniormanagementpositionswithinMcDonald’sandPepsiCo;currentlyaBoardMemberofFootlocker,Inc.James E. GoodwinServedasChairmanandCEOofUALandUnitedAirlinesfrom1999to2001;currentlyaBoardMember of AAR Corporation, Federal Signal Corporation and First Chicago Bank & TrustPolly B. KawalekServed as President of PepsiCo’s Quaker Foods division from 2002 to 2004; previously held variouspositionsfor25yearswithinQuakerOats;currentlyaBoardMemberofMartekBiosciencesCorp.andKimball International, Inc.James M. RinglerHas served as Chairman of Teradata Corporation since 2007; previously held senior managementpositions with Illinois Tool Works, Premark International Inc., White Consolidated Industries and TheTappan Company;currently a Board Member of FMC Technologies, Dow Chemical Company,Corn Products International, Inc. and Autoliv Inc.James R. ThompsonHas served in various positions with Winston & Strawn LLP since 1991 including Senior Chairman andChairman;previouslyheldvariouspositionswiththeU.S.GovernmentincludingtheGovernorofIllinoisfrom 1977 to 1991;currently a Board Member of FMC Technologies, Navigant Consulting Group, Inc.and Maximus, Inc.ExperienceBoard of DirectorsHighly Experienced Board of Directors

10Long, Rich History in Markets We Helped Develop1962Introducedthe Deicer1969Introduced thefirst CargoLoader for theBoeing 7471959Introduced thefirst Jetwaypassengerboarding bridge1920Introduced theCooker Cooler1950Introduced thefirst In-line JuiceExtractor1960Introduced thefirstFLoFREEZEFreezerAir TransportationFood ProcessingOur history of innovation began with John Bean

11sterilize more than 50% ofthe world’s shelf stablecanned foodssqueeze more than 75% ofthe world’s citrus juicesfreeze more than 50% ofthe world’s frozen foodsload 70% of theworld’s overnightexpress packagesboard 75% of U.S.passengersMarket Leader with Blue Chip Customer BaseOur Systems:

12Global Footprint with Extensive Capabilities~50% of revenuederived from outside the United States

13200520062007200520062007Revenue($MM)EBITDA ($MM)$823$844$978Track Record of Profitable Growth$65$74$869% CAGR15% CAGRNote: See Appendix I for reconciliation of EBITDA to Net Income

14$201$178$170200520062007Delivered Base (units)•FoodTech: 40,000+•AeroTech: 30,000+Large Installed Base Drives Growth inRecurring RevenueAftermarket Revenue ($MM)9% CAGR

1563%61%FY07 Total RevenueFoodTech¹FoodTechFY07 Total Segment Operating Profit$593MM$56MM1.  Excludes intercompany eliminationsWeAreWithYou,RightDownTheLine™

16Note: % of revenueexcludeaftermarket parts and servicesTomato PasteTomato SaucesJuicesBeveragesFruit Processing32% of revenueShelf-Stable ProductsFormulated MilksBeveragesShelf Stable Sterilization15% of revenuePoultry & MeatSeafoodProtein Processing17% of revenuePoultry & MeatSeafoodFruit & VegetablesBaking ProductsFreezing & Chilling36% of revenueTechnologiesApplicationsCustomers#1 or #2 in Core Product Offerings

17Cost perUnitThroughputand YieldWe Are With You, Right Down The Line™

18Higher Performance Through Continuous InnovationCoaterPortionerFryerOvenFreezerDSI Accura™Portioning SystemGYRoCOMPACT-II OvenGYRoCOMPACTM-SeriesSpiral Freezer

19Source: RabobankDeveloping Markets Provide a Significant GrowthOpportunity for Processed Food Technology00111Diet ProfileSurvivalStaplesVarietyConvenienceHigh-techGrainRootsMeat, DairyFruit &Veg.PreparedFoodsFunctionalFoodsDietComponentSub-SaharanAfricaEasternEuropeL. AmericaChinaIndiaDevelopingMarketsDevelopedMarketsW. EuropeJapanUSA

20ConvenienceandChoiceDriveDemandinDeveloped MarketsU.S. Poultry Production0%20%40%60%80%100%1975198019851990199520002005010203040WholeCut-UpFurtherLbs of BroilersSource: National Chicken Council

21FromTouchdowntoTakeoff™$386MM$32MM1.  Excludes intercompany eliminations39%FY07 Total RevenueAeroTech¹37%AeroTechFY07 Total Segment Operating Profit

22Ground SupportMaintaining andmonitoring facilities andequipmentPassenger boardingAir and power supplyGate EquipmentContainer and palletizedcargo loadingMilitary EquipmentPushback/TowingAircraft DeicingContainer loadingCargo transportingBaggage loadingAirport ServicesTechnologiesApplicationsCustomers#1 or #2 in Core Product Offerings

23TurnTimeReliabilityFromTouchdowntoTakeoff™

24We Address Multiple Needs Across theGround Support SpectrumGround Support EquipmentCargo LoadersDeicersAircraft TractorsMaintenance & OperationGate SystemsBaggage Handling SystemsGround Support EquipmentAirport Facilities TechnologyAircraft Support SystemsPassenger Boarding Bridges400Hz Converters                            Pre-conditioned Air

25Market Growth Rates: 2007 to 2027World EconomyPassengersAirline trafficCargo traffic4.0%5.8%5.0%Source: The Boeing Company, Summary Outlook 2008-2027Long-term, Passenger and Cargo Traffic Expected to GrowFaster Than Global Economy3.2%

26•Extend technology leadership•Leverage installed base•Capture international growth opportunities•AcquisitionsWell-Positioned to Capture GrowthOpportunities

27Financial Overview

28$497$496$593$386$327$349200520062007FoodTechAeroTech$823$978$844(23)(23)(27)$56$46$40$27$25$32200520062007CorporateFoodTechAeroTech$42$61$50Track Record of Profitable GrowthRevenue   ($MM)EBIT($MM)1.Excludes intercompany eliminations2.See Appendix I for reconciliation of EBIT to Net Income12

29($4)($3)$13$9$2$9Q1 2007Q1 2008Corporate & OtherFoodTechAeroTech$123$149$72$112Q1 2007Q1 2008FoodTechAeroTech$195$260$7$19Revenue   ($MM)EBIT($MM)1.Excludes intercompany eliminations2.See Appendix II for reconciliation of EBIT to Net IncomeRecord Start in 200812

30Efficient Working Capital Management(% of Revenue)JBT5.4%2.8%6.2%Selected IndustrialsMean18.4%17.0%16.6%2005200620071.Adjusted working capitalis calculated as current assets (excluding cash and short terminvestments) less current liabilities (excluding current portionof debt)2.See Appendix III for reconciliation to GAAP measure1

31Capital Expenditures¹$1.9$1.3$1.2$21.3$21.1$19.3200520062007FoodTechAeroTech$21.6$23.0$22.7($MM)1. Total capital expenditures include corporate but not shownCapital expenditures have historically averaged ~2% of revenue

32Strong free cash flow generation20.913.213.1+   Other2.5(0.7)5.5+/-Discontinued Operations(42.3)  28.6(1.3)+/-Change in Operating Assets & Liabilities  (23.0)(22.7)(21.6)-Capital Expenditures$23.3$76.4$44.3Adjusted Free Cash Flow25.1$40.1200723.222.2-Depreciation & Amortization$34.8$26.4Net Income from Continuing Operations20062005$MM1.‘Other’contains stock based compensation, disposal of assets and otherchanges in balance sheet accounts2.See Appendix IV for reconciliation of Adjusted Free Cash Flow tocash provided by operationsCumulative cash flow to Parent from 2005-2007 equal to $142.5 million12

333320.2%17.6%12.5%2005200620071.Return on Investment (ROI) is calculated as income from continuing operationsas a percentage of average owner’s net equityAttractive Returns on Investment1

34Debt StructurePrivate PlacementCredit FacilityAmountTermPricingSecurityCovenants•$225 MM•$100 MM draw at closing•LIBOR +175 bps•$50MM swapped to 5.4% fixed rate•Customary•5 years•Unsecured•$75 MM•6.7%•Customary•7 years•Unsecured

352008 Outlook•Continued top line growth–Year over year revenue increase at 6-10%•Stable segment margins•Pro Forma EPS range of $1.25 to $1.35 includes:–Full year of interest expense–Corporate related expenses in line with previous year–Effective tax rate of 38%

36Investment Highlights•Experienced and diverse leadership team•Long, rich history in markets we helped develop•Technology and market leader with blue chip customer base•Global footprint with extensive capabilities•Track record of profitable growth•Large installed base drives growth in recurring revenue•Well-positioned to capture growth opportunities•Growing profits and stable cash flows support debt paydown,dividend and reinvestment

37High-Productivity Solutions Engineered for FoodProcessing and Air Transportation

38Appendix IReconciliation of Non-GAAP measures (as required by Regulation G)(In millions)FY 2005FY 2006FY 2007Net income (GAAP measure)$24.5$34.6$36.4add-back:  loss from discontinued operations, net of taxes1.90.23.7add-back:  provision for income taxes on operating income16.016.021.5less:  interest income, net(0.1)(0.4)(0.5)EBIT (non-GAAP measure)$42.3$50.4$61.1add-back:  depreciation expense17.518.819.8add-back:  amortization expense4.74.45.3EBITDA (non-GAAP measure)$64.5$73.6$86.2

39Appendix IIReconciliation of Non-GAAP measures (as required by Regulation G)(In millions)Q1 2008Q1 2007Net income (GAAP measure)$12.3$3.2less:  income from discontinued operations, net of taxes(0.3)0.8add-back:  provision for income taxes on operating income7.42.9less:  interest income, net(0.1)(0.1)EBIT (non-GAAP measure)$19.3$6.8

40Appendix IIIReconciliation of Non-GAAP measures (as required by Regulation G)(In millions)FY 2005FY 2006FY 2007Current assets$293.9$313.4$369.8Current liabilities240.4279.2306.2Working capital (GAAP measure)$53.5$34.2$63.6less:  cash and cash equivalents(2.7)(10.3)(9.5)less:  short-term investments0.00.00.0less:  short-term debt and current portion(0.1)(0.2)(1.1) of long-term debtAdjusted working capital (non-GAAP measure)$50.7$23.7$53.0Revenue$823.3$844.3$978.0Adjusted working capital as a percentage of revenue6.2%2.8%5.4%

41Appendix IVReconciliation of Non-GAAP measures (as required by Regulation G)(In millions)FY 2005FY 2006FY 2007Cash provided by operating activities (GAAP measure)$59.6$96.0$33.7less:  capital expenditures(21.6)(22.7)(23.0)Free cash flow$38.0$73.3$10.7plus:  net cash provided (required) by investing activities(0.1)(0.4)7.8of discontinued operationsplus:  proceeds from disposal of assets7.03.13.1plus:  effect of exchange rate changes on cash(0.5)0.50.8and cash equivalentsplus:  other financing cash activities(0.1)(0.1)0.9Adjusted free cash flow (non-GAAP measure)$44.3$76.4$23.3

42Appendix VListing ofSelected IndustrialsTennant Company11.A.O. Smith Corporation10.Regal-Beloit Corporation9.Osh KoshCorporation8.NACCO Industries7.Gardner Denver Inc.6.Federal Signal Corporation5.EnproIndustries Inc.4.Briggs & Stratton3.BaldorElectric Company2.AAR Corporation1.
Exhibit 99.2

 	  	News Release	  	 	  	FMC Technologies Inc	
 	  	 	  	 	  	1803 Gears Road	
 	  	 	  	 	  	Houston, TX 77067	

 
 	 	 	 	 	 	 	 	 	 	 	
 	 	For Release:    Immediate	  	 	  	 	  	 	
 	 	 	 	 	 	
 	 	Investors	  	Rob Cherry	  	(281) 591-4560	  	 	  	 	
 	 	Media	  	Ellen Bates	  	(281) 445-6559	  	 	  	 	
 	 	 	  	Michael King	  	(281) 931-2540	  	 	  	 	
FMC Technologies’ Board of Directors Declares Tax-Free Dividend of John Bean Technologies Corporation Shares
HOUSTON, July 14, 2008— FMC Technologies, Inc. (NYSE:FTI) announced today that its Board of Directors gave its final approval of the spin-off of FMC Technologies’ 100-percent ownership of John Bean Technologies Corporation (“JBT”) (NYSE: JBT) by declaring a dividend of JBT common stock. The dividend will be distributed at the close of business on July 31, 2008, to FMC Technologies shareholders of record as of July 22, 2008. Each holder of FMC Technologies common stock will receive a dividend of 0.216 share of JBT common stock for every share of FMC Technologies common stock held on the record date.
In connection with the spin-off, JBT will pay a cash dividend to FMC Technologies on July 31 of approximately $175 million. FMC Technologies’ Board has approved a $95 million increase in its stock repurchase authorization, and FMC Technologies will use $95 million of the approximately $175 million dividend to effect such stock repurchase. The remaining proceeds of the cash dividend will be used to retire existing debt.
FMC Technologies announced its intent to combine its FoodTech and Airport Systems businesses into a separate, publicly traded company in October 2007. Today’s announcement is one of the final steps in the spin-off process, as the company has received a private letter ruling from the Internal Revenue Service with respect to the transaction’s tax-free status.
It is anticipated that a “when issued” public market for FTI and JBT common stock will commence on or about July 18 on the New York Stock Exchange under the symbols “FTI WI” and “JBT WI.” “FTI WI” will exclude the value of the dividend of JBT. During this time, FTI shares will also trade “regular way” under the symbol “FTI” and include the dividend of JBT. Following the distribution, the common stock of both companies will trade regular way.
Peter Kinnear, President and Chief Executive Officer of FMC Technologies, said, “Completing the dividend and spin-off of our non-energy businesses will position FMC Technologies and JBT Corporation to realize their potential underlying value by allowing each to focus on its core business.”
Charlie Cannon, Chairman, President and Chief Executive Officer of JBT, added, “The spin-off will allow JBT’s 3,100 employees to focus on creating value for our shareholders by pursuing growth opportunities directly related to the food processing and air transportation industries.”
###
FMC Technologies, Inc. (NYSE:FTI) is a leading global provider of technology solutions for the energy industry and other industrial markets. The Company designs, manufactures and services technologically sophisticated systems and products

such as subsea production and processing systems, surface wellhead systems, high pressure fluid control equipment, measurement solutions, and marine loading systems for the oil and gas industry. Named by FORTUNE Magazine as America’s Most Admired Oil and Gas Equipment, Service Company in 2005, 2006 and 2008, FMC Technologies employs approximately 13,000 people and operates 33 manufacturing facilities in 19 countries. For more information visit  www.fmctechnologies.com .
John Bean Technologies Corporation (“JBT”) is a leading global technology solutions provider to high-value segments of the food processing and air transportation industries. The Company designs, manufactures, tests and services technologically sophisticated systems and products for customers through its JBT FoodTech and JBT AeroTech segments. For more information visit www.jbtcorporation.com .
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company’s ability to control. These risks and uncertainties are described under the caption “Risk Factors” in JBT’s Registration Statement on Form 10. These risks and uncertainties are also described under the caption “Risk Factors” in FMC Technologies’ Annual Report on Form 10-K for the year ended December 31, 2007 and may be modified in subsequent quarterly reports filed by the Company with the Securities and Exchange Commission that may be accessed on the Company’s website. The Company cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements.