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 7, 2005
 
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, TX 77067
(Address of principal executive offices) (Zip Code)
 
(281) 591-4000
Registrant’s telephone number,
including area code
 
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 7 – Regulation FD
 
ITEM 7.01	    REGULATION FD DISCLOSURE.	
 
Representatives from FMC Technologies, Inc. addressed attendees at the Lehman Brothers CEO Energy/Power Conference in New York on Wednesday, September 7, 2005. Presenters at this conference included Joseph H. Netherland, Chairman, President and Chief Executive Officer and William H. Schumann, III, Senior Vice President and Chief Financial Officer.
 
Slides containing information presented at the conference are attached hereto as an exhibit to this report and are incorporated herein in their entirety by this reference. These slides may also be accessed at the Company’s website (www.fmctechnologies.com). This information is being furnished under Item 7.01 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. 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.
 
SECTION 9 – Financial Statements and Exhibits
 
ITEM 9.01	    FINANCIAL STATEMENTS AND EXHIBITS.	
 
(c) Exhibits:

 	 	
99.1	  	Slides for the FMC Technologies, Inc. presentation at the Lehman Brothers CEO Energy/Power Conference in New York on Wednesday, September 7, 2005	
 
Exhibit 99.1 to this report contains non-GAAP financial measures as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. Management reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures utilized for internal analysis provide financial statement users meaningful comparisons between current and prior period results, as well as important information regarding performance trends. These non-GAAP financial measures may be inconsistent with similar measures provided by other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results.

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        	
 	 	Senior Vice President and Chief Financial
Officer	
 
Date: September 7, 2005

Exhibit 99.1

Lehman Brothers
Where vision gets built.@
September 2005 New York
Presenters:
Joseph H. Netherland Chairman, President and CEO
William H. Schumann Sr. Vice President & CFO
Director of Investor Relations Maryann T. Seaman (312) 861-6414 Chicago (281) 591-4080 Houston maryann.seaman@fmcti.com

 
These slides and the accompanying presentation contain “forward-looking” statements which represent management’s best judgment as of the date hereof, based on currently available information. Actual results may differ materially from those contained in such forward-looking statements.
The Company’s periodic reports filed under the Securities Exchange Act of 1934 include information concerning factors that may cause results to differ from those anticipated by these forward-looking statements. The Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties.
Although the Company reports its results using GAAP, the Company uses non-GAAP measures when management believes those measures provide useful information for its stockholders.
The Appendices to this presentation provides reconciliations to GAAP for any non-GAAP measures referenced in today’s presentation.

 
FMC Technologies At A Glance
2004 Revenue: $2.8 Billion
FMC Technologies is a global leader in the design, manufacture and supply of mission-critical technology for the energy, food and airport industries
2004 Revenue
Energy Systems
71%
FoodTech 19%
Airport Systems 10%
Fluid Control Loading Systems Measurement Solutions
Citrus Extractors Freezing Systems Food Processing Systems
Subsea Trees Surface Wellheads Manifolds Control Systems Floating Production Systems Separation Systems
Loaders Deicers
Boarding Bridges Rampsnake

 
Order Backlog
Backlog continues to grow on the strength of subsea
Orders Backlog $M
3500 3000 2500 2000 1500 1000 500 0
3096
2415 2255 2263
2001 2002 2003 2004
Energy Systems $M
2000 1800 1600 1400 1200 1000 800 600 400 200 0
1834 1587
1258 1151 961
2001 2002 2003 2004 2005 YTD
FoodTech and Airport

 
Strong Financial Results
Energy Systems Drives Growth
Segment Operating Profit $M
$160 $140 $120 $100 $80 $60 $40 $20 $0
20011 2002 2003 2004 2
(Adjusted Operating Profit) (Adjusted Operating Profit)
Airport FoodTech Energy Systems
Earnings per diluted share
$1.25
$1.40 $1.20 $1.03
$0.87
$1.00 $0.77 $0.80
$0.60 $0.40 $0.20
$0.00
2001 3,4 2002 4 2003 2004 2
(Adjusted Income) (Adjusted Income)
1 See Appendix I for reconciliation of 2001 adjusted segment operating profit (non GAAP measure) to U.S. GAAP.
2 See Appendix II for reconciliation of 2004 adjusted segment operating profit (non GAAP measure) and 2004 adjusted income per diluted share (non GAAP measure) to U.S. GAAP.
3 See Appendix III for reconciliation of 2001 adjusted income (non-GAAP measure) to U.S. GAAP. See Appendix IV for reconciliation of 2001 adjusted income per diluted share (non GAAP measure) to U.S. GAAP.
4 Amounts represent income per diluted share before the cumulative effect of an accounting change.

 
Subsea Production Systems
Our Largest And Fastest Growing Business
2004 Revenues
Subsea
Subsea
Subsea Revenue
$M
1200 900 600 300
0
2001 2002 2003 2004

 
Subsea Tree Orders
Tree Market Share – June Year to Date 2005
31%
Cooper Cameron
16%
Vetco
1%
Dril-Quip
Aker Kvaerner 15%
FMC Technologies
37%
Source: Quest Offshore Resources, Inc.

 
Subsea Tree Orders
Tree Market Share 2001 through 2Q 2005
Tree Unit Market Share
47% 50% 38% 40%
37% 40%
30%
22%
20%
10%
0%
2001 2002 2003 2004 2005 June Year-to-date
Source: Quest Offshore Resources, Inc.

 
Leading Industry Positions
Energy Production Systems
Industry Position Subsea Kongsberg 1 Surface Products 2 Floating Production SOFEC 2 Systems
Surface Floating Production Subsea
2004 Revenues $1.5B
Energy Processing Systems
Industry Position Fluid Control WECO®/Chiksan® 1 Loading Systems Chiksan® Marine Arms 1 Measurement Smith Meter 1 Solutions
Measurement Solutions
Loading Systems
Fluid Control
Material Handling
2004 Revenues $0.5B

 
Sonatrach – A Troubled Contract
Awarded in late 2002 to SOFEC subsidiary
Scope: To install 5 loading/unloading buoys offshore Algeria Includes E&C contract for:
Design/installation of onshore pumping stations Onshore and offshore piping
Has been – and continues to be – very difficult to forecast
Time of completion Total cost of completion
Have seen several delays/cost increases. Continue to experience delays.
Under buoy hoses
Access to pipelines for tie in Other subcontractor delays
May see more in the future
1. This is the only contract SOFEC has that requires construction/pipeline, etc.; do not intend to seek/accept others.
2. Need to complete this contract and get this behind us – we are working on this.

 
FMC Technologies
Leading technology and industry positions across major product lines
Leader in growing subsea and deepwater market
Proven track record of growth with high return on capital

 
Leading Deepwater/Subsea Position
Broadest subsea systems capabilities
20 years systems experience
Leader in deepwater technology
High reliability, quality and proven technology
Well positioned with the major subsea E&P companies
Alliance agreements create working partnerships and standardization
Well positioned in major producing basins
Local manufacturing near customer’s project management teams
Growing market

 
Offshore Capabilities
Metering & Control Systems
Tension Leg Platforms
Floating Production Storage & Offloading Vessels
Surface Well Systems
Light Well Intervention
Turret Mooring Systems
Subsea Drilling Systems
Standard Subsea Trees
Subsea Processing
Smart Well Control Systems
Subsea Template Systems
Subsea Manifold
ROV Tie-In Systems
Guidelineless Deepwater Trees

 
Strong Deepwater Track Record
1980 Bonito RJS-39 189m
619 ft
1983 Piraúna RJS-232 293m
Kvaerner 961 ft
1985 Marimbá RJS-284 383m
1,256 ft
1988 Marimbá RJS-376D
492m
1,613 ft
1988 Placid Green Canyon 31 684m
VG 2,244 ft
1992 Marlim MRL-9 781m
2,561 ft
1994 Marlim MRL-4 1027m
3,368 ft
1997 Shell Mensa 1618m
5,308 ft
VG 5,605 ft
1997 Marlim Sul MLS-3 1709m
6,080 ft
1999 Roncador RJS-436 1853m
VG 6,157 ft
2000 Petrobras Roncador 1877m
Cameron 7,209 ft
2002 Marathon Camden Hills 2197m
7,570 ft
2004 Shell Coulomb 2307m
World Record

 
OTC Technology Award Winning Projects
FTI supplied the equipment on 8 out of 9
1997 Amoco – Liuhua Project 1998 Shell – Mensa Project 1999 BP – Foinhaven Project
2000 Kerr-McGee – Neptune Spar Project 2001 Petrobras – Roncador 2002 ExxonMobil – Hoover / Diana Project 2003 Total – Girassol Project 2004 Shell and BP – Na Kika Project 2005 Kerr-McGee – Redhawk

 
Well Positioned With Major Subsea Operators
Subsea Completions 2005 To 2011E
Predominantly FTI accounts
Trees
600 500 400 300 200 100 0
Total
Petrobras
BP
Chevron
Exxon Mobil
Statoil
Royal
Dutch/Shell
Norsk
Hydro Woodside
BHP Billiton
Unocal Murphy
Oil
ConocoPhillips Burullus
Kerr-McGee
Marathon
ENI
Sakhalin Focus Energy
NEXEN Anadarko
Source: Quest Offshore

 
FMC Technologies
Leading technology and industry positions across major product lines Leader in growing subsea and deepwater market
Proven track record of growth with high return on capital

 
Installed Tree Forecast
# of Trees
500 450 400 350 300 250 200 150 100 50 0
2004 2005 2006 2007 2008 2009 2010 2011
Africa/Mediterranean
Asia Pacific
North Sea Brazil North America
Source: Quest Offshore May 2005 Normalized Case

 
Subsea Tree Awards
FTI Market Share 38% 40% 47%
# of Trees
450 400 350 300 250 200 150 100 50 0
273
2002
229
2003
362
2004
80
159
233
2005 A / F
472
392
Awarded Base Forecast Upside Forecast
Source: Quest Offshore Resources, Inc. August 2005 Forecast

 
EPS Compound Annual Growth Has Exceeded 17% Per Year
(unaudited) $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 $0.77 $0.30 $0.23
$0.19 $0.06 $0.87
$0.33
$0.23
$0.25
$0.06 $1.03
$0.32
$0.28
$0.32
$0.12 $1.25 $0.39 $0.32 $0.35 $0.20 $1.26—$1.46
$0.42
2001 1 2002 2003 2004 1 2005 2
(Adjusted Income) (Adjusted Income) (Per share) (Per share)
1 See Appendix IV for reconciliation of 2001 quarterly income per diluted share (non-GAAP measure) to U.S. GAAP and a reconciliation of 2004 quarterly adjusted income per diluted share (non-GAAP measure) to U.S. GAAP.
2 The Company did not generate earnings or loss in Q1 2005.
Amounts represent income per diluted share before the cumulative effect of an accounting change. EPS is computed independently or each of the periods presented: accordingly, the sum of the quarterly EPS amounts may not agree to the total year.
05FY Estimate Q4 Q3
Q2
Q1

 
Strong Cash Flow Has Reduced Net Debt
(in millions) $69 $66 $37
$301 $245 $203 $193 $164
$39
1/1/01 12/31/01 12/31/02 12/31/03 12/31/04 6/30/05 (pro-forma)
Debt Net of Cash Synthetic Leases
At January 1, 2001, debt, net of cash is presented on a pro forma basis as defined in the Separation and Distribution Agreement with FMC Corporation.

 
Return On Investment
%
14 12 10 8 6 4 2
0
2001 2002 2003
2004
FMC Technologies Oil Service Index Median S&P 500 Median
Return on Investment (ROI) is calculated as income before the cumulative effect of changes in accounting principles plus after-tax interest expense as a percentage of total average debt and equity. The calculations of 2001 and 2004 ROI use adjusted income which is a non-GAAP measure. See Appendix I, II.

 
In Summary
A “New” Oilfield Services Company with
Strong and Growing Subsea Franchise Growing Energy Processing Business Platform for Added Products and Services
Separation Technology Subsea Processing Gas-to-Liquids Light Well Intervention Multiphase Metering
Strong Cash Flow High Return on Capital

 
Appendices

 
Appendix I
Reconciliation of Non-GAAP measures (as required by Regulation G)
(In millions, except per share amounts)
FY 2001
Segment operating profit (GAAP basis) $113.2
Add back: Restructuring and asset impairment charges 16.4
Adjusted segment operating profit (a non-GAAP measure) $129.6

 
Appendix II
Reconciliation of Non-GAAP measures (as required by Regulation G)
(In millions, except per share amounts)
FY 2004
Segment operating profit- Energy Systems (GAAP basis) $98.5
Add back: Goodwill impairment 6.5
Adjusted segment operating profit—Energy Systems $105.0 (a non-GAAP measure)
Income per diluted share (GAAP basis) $1.68 Less: Gain on conversion of investment in MODEC (0.52) International LLC
Add back: Goodwill impairment 0.09
Adjusted income per diluted share (a non-GAAP measure) $1.25

 
Appendix III
Reconciliation of Non-GAAP measures (as required by Regulation G)
Year Ended December 31,
(in millions) 2001 Income before the cumulative effect of a change in accounting principle (GAAP measure) $35.9
Add back: Restructuring and asset impairment charges, net of income taxes 10.4
Add back: Income tax charges related to the separation from FMC Corporation 8.9
Less: Pro forma interest expense, net of income taxes (4.7) Adjusted income before the cumulative effect of a change in accounting principle (non-GAAP measure) $50.5

 
Appendix IV
Reconciliation of Non-GAAP measures (as required by Regulation G)
2001 Q1 2001* Q2 2001 * Q3 2001 Q4 2001 FY 2001 Income per diluted share before cumulative effect of a change in accounting principle (GAAP basis) $(0.06) $0.15 $0.15 $0.30 $0.55
Less: Pro forma incremental interest expense (0.04) (0.03) - - (0.07)
Add back:
Restructuring and asset impairment charges 0.10 - 0.06 - 0.16 Income Taxes related to separation from FMC 0.05 0.06 0.02 - 0.13 Other 0.01 0.01 - - -
Adjusted income per diluted share (a non GAAP Measure) $0.06 $0.19 $0.23 $0.30 $0.77
*Results relating to periods prior to June 1, 2001 were carved out from the consolidated financial statements of FMC Corporation.
2004 Q1 2004 Q2 2004 Q3 2004 Q4 2004 FY 2004
Income per diluted share (GAAP basis) $0.20 $0.35 $0.32 $0.81 $1.68 Less: Gain on conversion of investment in MODEC International LLC - - - (0.51) (0.52)
Add back:
Goodwill impairment - - - 0.09 0.09
Adjusted income per diluted share ( a non-GAAP measure) $0.20 $0.35 $0.32 $0.39 $1.25

 
Large Project Awards Anticipated in the Market Over the Next 18 Months
Subsea Operator Development Trees
Gulf of Mexico/N. America
BHP B Shenzi (Gulf) 30-35 Shell Hammerhead (Alaska) 5-10 Exxon Mobil Glory Hole (Canada) 10-15
West Africa/Med
ENI Bouri Phase 2 (Libya) 15-20 Woodside TIOF (Mauritania) 5-10 Exxon Mobil Kizomba C (Angola) 15-20 Exxon Mobil MEGI phase-4 (Eq. Guinea) 20-25 Exxon Mobil BOSI (Nigeria) 15-20 Total Moho (Congo) 10-15 Chevron Nsiko (Nigeria) 20-25 Chevron Tombua Landana (Angola) 10-15 Shell Bonga—S.West (Nigeria) 30-35 Shell Bonga—N.West (Nigeria) 5-10
Subsea Operator Development Trees
Brazil
Chevron Frade 15-20 Shell BC-10 15-20
North Sea
Statoil Tyrihans (Norway) 10-15 CNR Lyell (UK) 5-10 Statoil Gjøa (Norway) 15-20 BP Skarv (Norway) 10-15
Asia Pacific
Unocal Gendalo (Indonesia) 5-10 Argo/Clarkson (Philippines) 5-10 Woodside Vincent (Australia) 5-10