Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 
x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the quarterly period ended June 30, 2011
or
 
¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the transition period from                      to                     
Commission File Number 1-16489

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

 
 	 	 	
Delaware	 	36-4412642	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 	 	
1803 Gears Road, Houston, Texas	 	77067	
(Address of principal executive offices)	 	(Zip Code)	
(281) 591-4000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes    x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	 	Outstanding at July 25, 2011	
Common Stock, par value $0.01 per share	 	240,173,921	

 

Table of Contents
TABLE OF CONTENTS

 	  	Page	 	
PART I – Financial Information	  	 	 	 	
 	 	
Item 1. Financial Statements (unaudited)	  	 	3	  	
Condensed Consolidated Statements of Income	  	 	3	  	
Condensed Consolidated Balance Sheets	  	 	4	  	
Condensed Consolidated Statements of Cash Flows	  	 	5	  	
Notes to Condensed Consolidated Financial Statements	  	 	6	  	
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	 	16	  	
Item 3. Quantitative and Qualitative Disclosures About Market Risk	  	 	24	  	
Item 4. Controls and Procedures	  	 	24	  	
 	 	
PART II – Other Information	  	 	 	 	
 	 	
Item 1. Legal Proceedings	  	 	24	  	
Item 1A. Risk Factors	  	 	24	  	
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	  	 	25	  	
Item 3. Defaults Upon Senior Securities	  	 	26	  	
Item 4. [Removed and Reserved]	  	 	26	  	
Item 5. Other Information	  	 	26	  	
Item 6. Exhibits	  	 	26	  	
 
2

Table of Contents
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FMC Technologies, Inc. and Consolidated Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(In millions, except per share data)

 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
 	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Revenue:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Product revenue	  	$	1,042.9	  	 	$	856.1	  	 	$	1,961.9	  	 	$	1,773.4	  	
Service and other revenue	  	 	186.5	  	 	 	156.4	  	 	 	349.4	  	 	 	289.4	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	  	 	1,229.4	  	 	 	1,012.5	  	 	 	2,311.3	  	 	 	2,062.8	  	
Costs and expenses:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of product revenue	  	 	832.5	  	 	 	638.0	  	 	 	1,559.3	  	 	 	1,315.6	  	
Cost of service and other revenue	  	 	121.4	  	 	 	108.6	  	 	 	237.3	  	 	 	207.0	  	
Selling, general and administrative expense	  	 	116.5	  	 	 	100.4	  	 	 	231.7	  	 	 	203.6	  	
Research and development expense	  	 	21.6	  	 	 	19.0	  	 	 	38.2	  	 	 	33.2	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	  	 	1,092.0	  	 	 	866.0	  	 	 	2,066.5	  	 	 	1,759.4	  	
Other income (expense), net	  	 	2.5	  	 	 	(2.9	) 	 	 	4.9	  	 	 	(8.2	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before net interest expense and income taxes	  	 	139.9	  	 	 	143.6	  	 	 	249.7	  	 	 	295.2	  	
Net interest expense	  	 	(2.1	) 	 	 	(2.4	) 	 	 	(3.6	) 	 	 	(4.7	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	  	 	137.8	  	 	 	141.2	  	 	 	246.1	  	 	 	290.5	  	
Provision for income taxes	  	 	42.2	  	 	 	44.4	  	 	 	64.8	  	 	 	94.3	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	 	95.6	  	 	 	96.8	  	 	 	181.3	  	 	 	196.2	  	
Less: net income attributable to noncontrolling interests	  	 	(1.3	) 	 	 	(0.6	) 	 	 	(1.8	) 	 	 	(1.0	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to FMC Technologies, Inc.	  	$	94.3	  	 	$	96.2	  	 	$	179.5	  	 	$	195.2	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings per share (Note 3):	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	  	$	0.39	  	 	$	0.39	  	 	$	0.74	  	 	$	0.80	  	
Diluted	  	$	0.39	  	 	$	0.39	  	 	$	0.74	  	 	$	0.79	  	
Weighted average shares outstanding (Note 3):	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	  	 	241.9	  	 	 	244.3	  	 	 	241.8	  	 	 	244.7	  	
Diluted	  	 	243.8	  	 	 	246.6	  	 	 	243.8	  	 	 	247.1	  	
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
3

Table of Contents
FMC Technologies, Inc. and Consolidated Subsidiaries
Condensed Consolidated Balance Sheets
(In millions, except par value data)

 	  	June 30,
2011	 	 	December 31,
2010	 	
 	  	(Unaudited)	 	 	 	 	
Assets	  	 	 	 	 	 	 	 	
Current assets:	  	 	 	 	 	 	 	 	
Cash and cash equivalents	  	$	428.0	  	 	$	315.5	  	
Trade receivables, net of allowances of $9.2 in 2011 and $11.0 in 2010	  	 	1,187.3	  	 	 	1,103.4	  	
Inventories, net (Note 4)	  	 	695.0	  	 	 	566.5	  	
Derivative financial instruments (Note 11)	  	 	112.8	  	 	 	73.8	  	
Prepaid expenses	  	 	43.1	  	 	 	18.9	  	
Deferred income taxes	  	 	58.3	  	 	 	61.7	  	
Income taxes benefit	  	 	38.4	  	 	 	41.2	  	
Other current assets	  	 	195.7	  	 	 	164.3	  	
 	  	 	 	 	 	 	 	 	
Total current assets	  	 	2,758.6	  	 	 	2,345.3	  	
Investments	  	 	152.2	  	 	 	148.2	  	
Property, plant and equipment, net of accumulated depreciation of $526.3 in 2011 and $477.6 in 2010	  	 	692.7	  	 	 	609.0	  	
Goodwill	  	 	284.6	  	 	 	274.8	  	
Intangible assets, net of accumulated amortization of $49.6 in 2011 and $42.3 in 2010	  	 	139.1	  	 	 	140.5	  	
Deferred income taxes	  	 	4.9	  	 	 	26.8	  	
Derivative financial instruments (Note 11)	  	 	128.7	  	 	 	60.1	  	
Other assets	  	 	39.2	  	 	 	39.5	  	
 	  	 	 	 	 	 	 	 	
Total assets	  	$	4,200.0	  	 	$	3,644.2	  	
 	  	 	 	 	 	 	 	 	
Liabilities and equity	  	 	 	 	 	 	 	 	
Current liabilities:	  	 	 	 	 	 	 	 	
Short-term debt and current portion of long-term debt	  	$	7.0	  	 	$	12.2	  	
Accounts payable, trade	  	 	469.3	  	 	 	344.1	  	
Advance payments and progress billings	  	 	570.2	  	 	 	556.4	  	
Derivative financial instruments (Note 11)	  	 	88.7	  	 	 	74.9	  	
Income taxes payable	  	 	23.9	  	 	 	39.2	  	
Deferred income taxes	  	 	55.0	  	 	 	64.3	  	
Other current liabilities	  	 	412.5	  	 	 	404.3	  	
 	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	1,626.6	  	 	 	1,495.4	  	
Long-term debt, less current portion (Note 5)	  	 	465.8	  	 	 	351.1	  	
Accrued pension and other postretirement benefits, less current portion	  	 	139.9	  	 	 	177.7	  	
Derivative financial instruments (Note 11)	  	 	92.0	  	 	 	46.1	  	
Deferred income taxes	  	 	140.3	  	 	 	93.9	  	
Other liabilities	  	 	168.5	  	 	 	157.7	  	
Commitments and contingent liabilities (Note 13)	  	 	 	 	 	 	 	 	
Stockholders’ equity (Note 10):	  	 	 	 	 	 	 	 	
Preferred stock, $0.01 par value, 12.0 shares authorized; no shares issued in 2011 or 2010	  	 	—  	  	 	 	—  	  	
Common stock, $0.01 par value, 600.0 and 300.0 shares authorized in 2011 and 2010, respectively; 286.3 shares issued in 2011 and 2010; 240.2 and 239.6 shares outstanding in 2011 and 2010, respectively	  	 	1.4	  	 	 	1.4	  	
Common stock held in employee benefit trust, at cost; 0.1 shares outstanding in 2011 and 2010	  	 	(5.7	) 	 	 	(3.4	) 	
Common stock held in treasury, at cost; 46.0 and 46.5 shares in 2011 and 2010, respectively	  	 	(939.7	) 	 	 	(947.8	) 	
Capital in excess of par value of common stock	  	 	691.0	  	 	 	698.7	  	
Retained earnings	  	 	1,994.4	  	 	 	1,814.9	  	
Accumulated other comprehensive loss	  	 	(185.6	) 	 	 	(252.1	) 	
 	  	 	 	 	 	 	 	 	
Total FMC Technologies, Inc. stockholders’ equity	  	 	1,555.8	  	 	 	1,311.7	  	
Noncontrolling interests	  	 	11.1	  	 	 	10.6	  	
 	  	 	 	 	 	 	 	 	
Total equity	  	 	1,566.9	  	 	 	1,322.3	  	
 	  	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	4,200.0	  	 	$	3,644.2	  	
 	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
4

Table of Contents
FMC Technologies, Inc. and Consolidated Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)

 	  	Six Months Ended
June 30,	 	 	
 	  	2011	 	 	2010	 	 	
Cash provided (required) by operating activities of continuing operations:	  	 	 	 	 	 	 	 	 	
Net income attributable to FMC Technologies, Inc.	  	$	179.5	  	 	$	195.2	  	 	
Adjustments to reconcile net income to cash provided (required) by operating activities of continuing operations:	  	 	 	 	 	 	 	 	 	
Depreciation	  	 	41.0	  	 	 	42.0	  	 	
Amortization	  	 	10.7	  	 	 	10.3	  	 	
Gain on disposal of assets	  	 	(1.0	) 	 	 	—  	  	 	
Employee benefit plan and stock-based compensation costs	  	 	34.4	  	 	 	33.2	  	 	
Deferred income tax provision	  	 	31.3	  	 	 	41.4	  	 	
Unrealized (gain) loss on derivative instruments	  	 	(4.3	) 	 	 	9.9	  	 	
Other	  	 	4.3	  	 	 	9.9	  	 	
Changes in operating assets and liabilities, net of effects of acquisitions:	  	 	 	 	 	 	 	 	 	
Trade receivables, net	  	 	(41.6	) 	 	 	(92.9	) 	 	
Inventories, net	  	 	(115.2	) 	 	 	38.3	  	 	
Accounts payable, trade	  	 	110.7	  	 	 	(50.8	) 	 	
Advance payments and progress billings	  	 	(8.5	) 	 	 	(186.1	) 	 	
Income taxes payable	  	 	(11.1	) 	 	 	(41.3	) 	 	
Accrued pension and other postretirement benefits, net	  	 	(48.7	) 	 	 	(3.9	) 	 	
Other assets and liabilities, net	  	 	(61.4	) 	 	 	(69.3	) 	 	
 	  	 	 	 	 	 	 	 	 	
Cash provided (required) by operating activities	  	 	120.1	  	 	 	(64.1	) 	 	
 	  	 	 	 	 	 	 	 	 	
Cash provided (required) by investing activities:	  	 	 	 	 	 	 	 	 	
Capital expenditures	  	 	(102.8	) 	 	 	(38.7	) 	 	
Proceeds from disposal of assets	  	 	1.8	  	 	 	1.9	  	 	
Other	  	 	(1.9	) 	 	 	—  	  	 	
 	  	 	 	 	 	 	 	 	 	
Cash required by investing activities	  	 	(102.9	) 	 	 	(36.8	) 	 	
 	  	 	 	 	 	 	 	 	 	
Cash provided (required) by financing activities:	  	 	 	 	 	 	 	 	 	
Net decrease in short-term debt	  	 	—  	  	 	 	(16.4	) 	 	
Net increase in commercial paper	  	 	113.0	  	 	 	169.0	  	 	
Proceeds from issuance of long-term debt	  	 	—  	  	 	 	30.0	  	 	
Repayments of long-term debt	  	 	(5.4	) 	 	 	(0.8	) 	 	
Proceeds from exercise of stock options	  	 	0.6	  	 	 	1.4	  	 	
Purchase of treasury stock	  	 	(7.2	) 	 	 	(123.5	) 	 	
Other	  	 	(9.1	) 	 	 	(13.3	) 	 	
 	  	 	 	 	 	 	 	 	 	
Cash provided by financing activities	  	 	91.9	  	 	 	46.4	  	 	
 	  	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash and cash equivalents	  	 	3.4	  	 	 	(2.4	) 	 	
 	  	 	 	 	 	 	 	 	 	
Increase (decrease) in cash and cash equivalents	  	 	112.5	  	 	 	(56.9	) 	 	
Cash and cash equivalents, beginning of period	  	 	315.5	  	 	 	460.7	  	 	
 	  	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	  	$	428.0	  	 	$	403.8	  	 	
 	  	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
5

Table of Contents
FMC Technologies, Inc. and Consolidated Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of FMC Technologies, Inc. and its consolidated subsidiaries (“FMC”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission (“SEC”) pertaining to interim financial information. As permitted under those rules, certain footnotes or other financial information that are normally required by United States GAAP have been condensed or omitted. Therefore, these statements should be read in conjunction with the audited consolidated financial statements, and notes thereto, which are included in our Annual Report on Form 10-K for the year ended December 31, 2010.
Our accounting policies are in accordance with United States GAAP. The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from our estimates.
In the opinion of management, the statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our financial condition and operating results as of and for the periods presented. Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these statements may not be representative of those for the full year. Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation.
On February 25, 2011, our Board of Directors approved a two-for-one stock split of our outstanding shares of common stock. The stock split was completed in the form of a stock dividend that was issued on March 31, 2011, to shareholders of record at the close of business on March 14, 2011. All common share and per share information in our condensed consolidated financial statements have been revised retroactively to reflect the stock split.
Note 2: Recently Adopted Accounting Standards
Effective January 1, 2011, we adopted an update issued by the Financial Accounting Standards Board (“FASB”) to existing guidance on revenue recognition for arrangements with multiple deliverables. This update allows companies to allocate consideration received for qualified separate deliverables based on estimated selling price for both delivered and undelivered items when vendor-specific or third-party evidence is unavailable. Additionally, disclosure of the nature of multiple element arrangements, the types of deliverables under the arrangements, the general timing of their delivery and significant factors and estimates used to determine estimated selling prices are required. The adoption of the update did not have a material impact on our condensed consolidated financial statements.
Effective January 1, 2011, we adopted changes issued by the FASB to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose, in the reconciliation of fair value measurements using significant unobservable inputs (Level 3), separate information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). There was no impact on the presentation of our condensed consolidated financial statements from the adoption of this update.
 
6

Table of Contents
Note 3: Earnings per Share
A reconciliation of the number of shares used for the basic and diluted earnings per share (“EPS”) calculation was as follows:

  	  	Three Months Ended
June 30,	 	  	Six Months Ended
June 30,	 	
(In millions, except per share data)	  	2011	 	  	2010	 	  	2011	 	  	2010	 	
Basic earnings per share attributable to FMC Technologies, Inc.:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net Income	  	$	94.3	  	  	$	96.2	  	  	$	179.5	  	  	$	195.2	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted average number of shares outstanding	  	 	241.9	  	  	 	244.3	  	  	 	241.8	  	  	 	244.7	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Basic earnings per share	  	$	0.39	  	  	$	0.39	  	  	$	0.74	  	  	$	0.80	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Diluted earnings per share attributable to FMC Technologies, Inc.:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net Income	  	$	94.3	  	  	$	96.2	  	  	$	179.5	  	  	$	195.2	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted average number of shares outstanding	  	 	241.9	  	  	 	244.3	  	  	 	241.8	  	  	 	244.7	  	
Dilutive effect of restricted stock units and stock options	  	 	1.9	  	  	 	2.3	  	  	 	2.0	  	  	 	2.4	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total shares and dilutive securities	  	 	243.8	  	  	 	246.6	  	  	 	243.8	  	  	 	247.1	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Diluted earnings per share	  	$	0.39	  	  	$	0.39	  	  	$	0.74	  	  	$	0.79	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Note 4: Inventories
Inventories consisted of the following:

(In millions)	  	June 30,
2011	 	 	December 31,
2010	 	
Raw materials	  	$	140.6	  	 	$	108.8	  	
Work in process	  	 	139.5	  	 	 	95.8	  	
Finished goods	  	 	567.9	  	 	 	508.4	  	
 	  	 	 	 	 	 	 	 	
Gross inventories before LIFO reserves and valuation adjustments	  	 	848.0	  	 	 	713.0	  	
LIFO reserves and valuation adjustments	  	 	(153.0	) 	 	 	(146.5	) 	
 	  	 	 	 	 	 	 	 	
Net inventories	  	$	695.0	  	 	$	566.5	  	
 	  	 	 	 	 	 	 	 	
Note 5: Debt
Long-term debt consisted of the following:

(In millions)	  	June 30,
2011	 	 	December 31,
2010	 	
Revolving credit facilities	  	$	100.0	  	 	$	100.0	  	
Commercial paper (1)	  	 	324.0	  	 	 	211.0	  	
Term loan	  	 	34.7	  	 	 	32.8	  	
Property financing	  	 	7.5	  	 	 	7.7	  	
Other	  	 	—  	  	 	 	5.2	  	
 	  	 	 	 	 	 	 	 	
Total long-term debt	  	 	466.2	  	 	 	356.7	  	
Less: current portion	  	 	(0.4	) 	 	 	(5.6	) 	
 	  	 	 	 	 	 	 	 	
Long-term debt, less current portion	  	$	465.8	  	 	$	351.1	  	

(1)	Committed credit available under our revolving credit facilities provides the ability to refinance our commercial paper obligations on a long-term basis. Since we have both the ability and intent to refinance these obligations on a long-term basis, our commercial paper borrowings were classified as long-term in the condensed consolidated balance sheets at June 30, 2011 and December 31, 2010. Our commercial paper borrowings as of June 30, 2011 had an average interest rate of 0.35%.	
 
7

Table of Contents
Note 6: Income Taxes
Our income tax provisions for the six months ended June 30, 2011 and 2010 reflected effective tax rates of 26.5% and 32.6%, respectively. In January 2011, we received final approval from the Singapore Economic Development Board for an extension to 2013 of our existing tax holiday in Singapore, along with a reduction in the incentive tax rate from 10% to 5%, retroactive to January 1, 2009. In addition we received final approval for an additional tax holiday in Singapore conditioned on additional local investment and applicable to income related to certain products manufactured in Singapore. This additional tax holiday was retroactive to January 1, 2009, and expires after 2018. In January 2011, we recognized a retroactive benefit of approximately $7.3 million related to these tax holidays. Excluding this benefit our income tax provision for the six months ended June 30, 2011 was 29.5%. The remaining decrease in the effective tax rate for the six months ended June 30, 2011 was primarily attributable to the impact of higher charges in the first six months of 2010 related to unrecognized tax benefits, partially offset by an unfavorable change in the forecasted country mix of earnings year-over-year.
The difference between the effective tax rate and the statutory U.S. federal income tax rate related primarily to differing foreign and state tax rates, unrecognized tax benefits and the impact of foreign earnings repatriation.
Note 7: Warranty Obligations
Warranty cost and accrual information was as follows:

  	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Balance at beginning of period	  	$	21.1	  	 	$	18.2	  	 	$	22.4	  	 	$	16.9	  	
Expense for new warranties	  	 	13.6	  	 	 	4.7	  	 	 	17.1	  	 	 	12.1	  	
Adjustments to existing accruals	  	 	0.7	  	 	 	(0.8	) 	 	 	1.4	  	 	 	(2.0	) 	
Claims paid	  	 	(7.1	) 	 	 	(1.4	) 	 	 	(12.6	) 	 	 	(6.3	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of period	  	$	28.3	  	 	$	20.7	  	 	$	28.3	  	 	$	20.7	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Note 8: Pension and Other Postretirement Benefits
The components of net periodic benefit cost were as follows:

  	  	Pension Benefits	 	
 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Service cost	  	$	10.5	  	 	$	9.0	  	 	$	20.9	  	 	$	18.2	  	
Interest cost	  	 	11.8	  	 	 	10.9	  	 	 	23.3	  	 	 	21.5	  	
Expected return on plan assets	  	 	(16.0	) 	 	 	(13.5	) 	 	 	(31.4	) 	 	 	(27.3	) 	
Amortization of transition asset	  	 	(0.2	) 	 	 	(0.1	) 	 	 	(0.3	) 	 	 	(0.2	) 	
Amortization of actuarial losses, net	  	 	4.8	  	 	 	3.0	  	 	 	9.0	  	 	 	5.8	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net periodic benefit cost	  	$	10.9	  	 	$	9.3	  	 	$	21.5	  	 	$	18.0	  	

  	  	Other Postretirement Benefits	 	
 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Service cost	  	$	—  	  	 	$	—  	  	 	$	0.1	  	 	$	—  	  	
Interest cost	  	 	0.1	  	 	 	0.1	  	 	 	0.2	  	 	 	0.2	  	
Amortization of prior service benefit	  	 	(0.3	) 	 	 	(0.3	) 	 	 	(0.6	) 	 	 	(0.6	) 	
Amortization of actuarial gains, net	  	 	—  	  	 	 	—  	  	 	 	(0.1	) 	 	 	(0.1	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net periodic benefit cost	  	$	(0.2	) 	 	$	(0.2	) 	 	$	(0.4	) 	 	$	(0.5	) 	

8

Table of Contents
Note 9: Stock-Based Compensation
We have granted awards primarily in the form of nonvested stock units (also known as restricted stock in the plan document) under our Amended and Restated Incentive Compensation and Stock Plan (the “Plan”). We recognize compensation expense for awards under the Plan and the corresponding income tax benefits related to the expense. Stock-based compensation expense for nonvested stock awards was $6.7 million and $6.1 million for the three months ended June 30, 2011 and 2010, respectively, and $13.7 million and $16.3 million for the six months ended June 30, 2011 and 2010, respectively.
In the six months ended June 30, 2011, we granted the following restricted stock awards to employees:

(Number of restricted stock shares in thousands)	  	Shares	 	 	Weighted-
Average Grant
Date Fair Value	 	
Time-based	  	 	343	  	 	 	 	 	
Performance-based	  	 	123	* 	 	 	 	 	
Market-based	  	 	62	* 	 	 	 	 	
 	  	 	 	 	 	 	 	 	
Granted during the six months ended June 30, 2011	  	 	528	  	 	$	42.14	  	

*	Assumes target payout	
For current-year performance-based awards, actual payouts may vary from zero to 247 thousand shares and will be dependent upon our performance relative to a peer group of companies with respect to earnings growth and return on investment for the year ending December 31, 2011. Compensation cost is measured based on the current expected outcome of the performance conditions and may be adjusted until the performance period ends.
For current-year market-based awards, actual payouts may vary from zero to 123 thousand shares, contingent upon our performance relative to the same peer group of companies with respect to total shareholder return (“TSR”) and whether the TSR is positive or negative for the year ending December 31, 2011. Compensation cost for these awards is calculated using the grant date fair market value, as estimated using a Monte Carlo simulation, and is not subject to change based on future events.
Note 10: Stockholders’ Equity
On May 12, 2011, we amended our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 300 million to 600 million shares.
There were no cash dividends declared during the six months ended June 30, 2011 and 2010.
In 2005, we announced a repurchase plan approved by our Board of Directors authorizing the repurchase of up to two million shares of our issued and outstanding common stock through open market purchases. The Board of Directors authorized extensions of this program, adding five million shares in February 2006 and eight million shares in February 2007 for a total of 15 million shares of common stock authorized for repurchase. As a result of the two-for-one stock splits (i) on August 31, 2007, the authorization was increased to 30 million shares; and (ii) on March 31, 2011, the authorization was increased to 60 million shares. In addition to the 60 million shares, in July 2008, the Board of Directors authorized the repurchase of $95.0 million of our outstanding common stock, and as of September 2008, there was no remaining amount available for purchase under the $95.0 million authorization.
We repurchased the following shares of common stock during the periods presented:

  	  	Three Months Ended
June 30,	 	  	Six Months Ended
June 30,	 	
(In millions, except share data)	  	2011	 	  	2010	 	  	2011	 	  	2010	 	
Shares of common stock repurchased	  	 	149,046	  	  	 	2,698,510	  	  	 	176,046	  	  	 	4,445,598	  	
Value of common stock repurchased	  	$	6.1	  	  	$	73.0	  	  	$	7.2	  	  	$	123.5	  	
As of June 30, 2011, approximately 4.8 million shares remained available for purchase under the current program which may be executed from time to time in the open market. We intend to hold repurchased shares in treasury for general corporate purposes, including issuances under our stock-based compensation plan. Treasury shares are accounted for using the cost method.
During the six months ended June 30, 2011, 756 thousand shares were issued from treasury stock in connection with our stock-based compensation plan. During the year ended December 31, 2010, 1.7 million shares were issued from treasury stock.
 
9

Table of Contents
Comprehensive income consisted of the following:

 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	  	2010	 	 	2011	 	  	2010	 	
Net income attributable to FMC Technologies, Inc.	  	$	94.3	  	  	$	96.2	  	 	$	179.5	  	  	$	195.2	  	
Foreign currency translation adjustments	  	 	20.1	  	  	 	(33.5	) 	 	 	42.1	  	  	 	(58.2	) 	
Net deferral of hedging gains (losses), net of tax (1)	  	 	2.7	  	  	 	(0.3	) 	 	 	19.3	  	  	 	(4.0	) 	
Amortization of pension and other postretirement benefit losses, net of tax	  	 	2.7	  	  	 	1.5	  	 	 	5.1	  	  	 	2.9	  	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Comprehensive income attributable to FMC Technologies, Inc.	  	$	119.8	  	  	$	63.9	  	 	$	246.0	  	  	$	135.9	  	

(1)	See additional disclosure related to hedging activity in Note 11.	
Accumulated other comprehensive loss consisted of the following:

(In millions)	  	June 30,
2011	 	 	December 31,
2010	 	
Cumulative foreign currency translation adjustments	  	$	(9.6	) 	 	$	(51.7	) 	
Cumulative deferral of hedging gains, net of tax (1)	  	 	25.4	  	 	 	6.1	  	
Cumulative deferral of pension and other postretirement benefit losses, net of tax	  	 	(201.4	) 	 	 	(206.5	) 	
 	  	 	 	 	 	 	 	 	
Accumulated other comprehensive loss	  	$	(185.6	) 	 	$	(252.1	) 	

(1)	See additional disclosure related to hedging activity in Note 11.	
Note 11: Derivative Financial Instruments
We hold derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated transactions. The types of risks hedged are those relating to the variability of future earnings and cash flows caused by movements in foreign currency exchange rates and interest rates. We hold the following types of derivative instruments:
Interest rate swap instruments – The purpose of these instruments is to hedge the uncertainty of anticipated interest expense from variable-rate debt obligations and achieve a fixed net interest rate. At June 30, 2011, we held three instruments which in aggregate hedge the interest expense on $100.0 million of variable-rate debt.
Foreign exchange rate forward contracts – The purpose of these instruments is to hedge the risk of changes in future cash flows of anticipated purchase or sale commitments denominated in foreign currencies. At June 30, 2011, we held the following material positions:

 	  	Notional Amount
Bought (Sold)	 	
(In millions)	  	 	 	 	USD Equivalent	 	
Brazilian real	  	 	341.4	  	 	 	217.1	  	
British pound	  	 	73.9	  	 	 	118.3	  	
Euro	  	 	(29.8	) 	 	 	(43.2	) 	
Malaysian ringgit	  	 	87.5	  	 	 	29.0	  	
Norwegian krone	  	 	3,580.4	  	 	 	666.4	  	
Singapore dollar	  	 	101.6	  	 	 	82.7	  	
U.S. dollar	  	 	(989.0	) 	 	 	(989.0	) 	
Foreign exchange rate instruments embedded in purchase and sale contracts – The purpose of these instruments is to match offsetting currency payments and receipts for particular projects, or comply with government restrictions on the currency used to purchase goods in certain countries. At June 30, 2011, our portfolio of these instruments included the following material positions:

 	  	Notional Amount
Bought (Sold)	 	
(In millions)	  	 	 	 	USD Equivalent	 	
British pound	  	 	5.0	  	 	 	8.0	  	
Euro	  	 	18.1	  	 	 	26.2	  	
Norwegian krone	  	 	(641.6	) 	 	 	(119.4	) 	
U.S. dollar	  	 	73.9	  	 	 	73.9	  	

10

Table of Contents
The purpose of our foreign currency hedging activities is to manage the volatility associated with anticipated foreign currency purchases and sales created in the normal course of business. We primarily utilize forward exchange contracts with maturities of less than three years.
Our policy is to hold derivatives only for the purpose of hedging risks and not for trading purposes where the objective is solely to generate profit. Generally, we enter into hedging relationships such that changes in the fair values or cash flows of the transactions being hedged are expected to be offset by corresponding changes in the fair value of the derivatives. For derivative instruments that qualify as a cash flow hedge, the effective portion of the gain or loss of the derivative, which does not include the time value component of a forward currency rate, is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
The following tables of all outstanding derivative instruments are based on estimated fair value amounts that have been determined using available market information and commonly accepted valuation methodologies. Refer to Note 12 for further disclosures related to the fair value measurement process. Accordingly, the estimates presented may not be indicative of the amounts that we would realize in a current market exchange and may not be indicative of the gains or losses we may ultimately incur when these contracts settle or mature.

 	  	June 30, 2011	 	  	December 31, 2010	 	
(in millions)	  	Assets	 	  	Liabilities	 	  	Assets	 	  	Liabilities	 	
Derivatives designated as hedging instruments:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Foreign exchange contracts:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current – Derivative financial instruments	  	$	85.9	  	  	$	63.0	  	  	$	40.7	  	  	$	39.7	  	
Long-term – Derivative financial instruments	  	 	97.8	  	  	 	68.5	  	  	 	45.5	  	  	 	31.8	  	
Interest rate contracts:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Long-term – Derivative financial instruments	  	 	—  	  	  	 	2.4	  	  	 	—  	  	  	 	2.7	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total derivatives designated as hedging instruments	  	 	183.7	  	  	 	133.9	  	  	 	86.2	  	  	 	74.2	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Derivatives not designated as hedging instruments:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Foreign exchange contracts:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current – Derivative financial instruments	  	 	26.9	  	  	 	25.7	  	  	 	33.1	  	  	 	35.2	  	
Long-term – Derivative financial instruments	  	 	30.9	  	  	 	21.1	  	  	 	14.6	  	  	 	11.6	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total derivatives not designated as hedging instruments	  	 	57.8	  	  	 	46.8	  	  	 	47.7	  	  	 	46.8	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total derivatives	  	$	241.5	  	  	$	180.7	  	  	$	133.9	  	  	$	121.0	  	

11

Table of Contents
We recognized a $0.8 million gain and a $1.3 million loss on cash flow hedges for the three months ended June 30, 2011 and 2010, respectively, and a $0.9 million gain and $1.9 million loss for the six months ended June 30, 2011 and 2010, respectively, due to hedge ineffectiveness because it is probable that the original forecasted transaction will not occur. Cash flow hedges of forecasted transactions, net of tax, resulted in accumulated other comprehensive gains of $25.4 million and $6.1 million at June 30, 2011 and December 31, 2010, respectively. We expect to transfer an approximate $12.1 million gain from accumulated OCI to earnings during the next 12 months when the forecasted transactions actually occur. All forecasted transactions currently being hedged are expected to occur by 2014. The following tables present the impact of derivative instruments in cash flow hedging relationships and their location within the accompanying condensed consolidated statements of income.

  	  	Gain (Loss) Recognized in OCI (Effective Portion)	 	
  	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Interest rate contracts	  	$	(0.1	) 	 	$	(1.1	) 	 	$	0.3	  	 	$	(2.1	) 	
Foreign exchange contracts	  	 	11.8	  	 	 	(13.8	) 	 	 	40.0	  	 	 	(21.7	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	  	$	11.7	  	 	$	(14.9	) 	 	$	40.3	  	 	$	(23.8	) 	

Location of Gain (Loss) Reclassified from Accumulated OCI into Income	  	Gain (Loss) Reclassified From Accumulated
OCI into Income (Effective Portion)	 	
  	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Foreign exchange contracts:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	  	$	8.0	  	 	$	(6.8	) 	 	$	12.4	  	 	$	(3.2	) 	
Cost of sales	  	 	(0.6	) 	 	 	(7.1	) 	 	 	(2.7	) 	 	 	(14.1	) 	
Selling, general and administrative expense	  	 	0.1	  	 	 	—  	  	 	 	0.2	  	 	 	0.1	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	  	$	7.5	  	 	$	(13.9	) 	 	$	9.9	  	 	$	(17.2	) 	

Location of Gain (Loss) Recognized in Income	  	Gain (Loss) Recognized in Income (Ineffective Portion
and Amount Excluded from Effectiveness Testing)	 	
  	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Foreign exchange contracts:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	  	$	6.2	  	 	$	3.5	  	 	$	8.3	  	 	$	—  	  	
Cost of sales	  	 	(4.1	) 	 	 	(0.5	) 	 	 	(7.5	) 	 	 	(0.8	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	  	$	2.1	  	 	$	3.0	  	 	$	0.8	  	 	$	(0.8	) 	

Instruments that are not designated as hedging instruments are executed to hedge the effect of exposures in the condensed consolidated balance sheets, and occasionally forward foreign currency contracts or currency options are executed to hedge exposures which do not meet all of the criteria to qualify for hedge accounting.	    	
 	 	
Location of Gain (Loss) Recognized in Income	  	Gain or (Loss) Recognized in Income on
Derivatives (Instruments  Not Designated
as Hedging Instruments)	 	
 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Foreign exchange contracts:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	  	$	7.7	  	 	$	1.1	  	 	$	10.5	  	 	$	1.4	  	
Cost of sales	  	 	(0.6	) 	 	 	(0.3	) 	 	 	(0.9	) 	 	 	(0.4	) 	
Other income (expense), net (1)	  	 	3.4	  	 	 	(15.4	) 	 	 	9.7	  	 	 	(23.4	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	  	$	10.5	  	 	$	(14.6	) 	 	$	19.3	  	 	$	(22.4	) 	

(1)	Other income (expense), net, in the disclosure of gains and losses related to derivative instruments not designated as hedging instruments has been revised to exclude asset and liability remeasurement gains of $12.5 million and $14.5 million for the three and six months ended June 30, 2010, respectively. This change only impacted the presentation of information in the above table and did not impact our financial position or results of operations for the three and six months ended June 30, 2010. We had a remeasurement gain of $0.6 million and loss of $4.9 million for the three and six months ended June 30, 2011, respectively.	
 
12

Table of Contents
Note 12: Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis were as follows:

  	  	June 30, 2011	 	  	December 31, 2010	 	
(In millions)	  	Total	 	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	  	Level 1	 	  	Level 2	 	  	Level 3	 	
Assets	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Investments:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Equity securities	  	$	21.8	  	  	$	21.8	  	  	$	—  	  	  	$	—  	  	  	$	19.3	  	  	$	19.3	  	  	$	—  	  	  	$	—  	  	
Fixed income	  	 	8.5	  	  	 	8.5	  	  	 	—  	  	  	 	—  	  	  	 	8.4	  	  	 	8.4	  	  	 	—  	  	  	 	—  	  	
Stable value fund	  	 	1.9	  	  	 	—  	  	  	 	1.9	  	  	 	—  	  	  	 	3.1	  	  	 	—  	  	  	 	3.1	 	  	 	—  	  	
Other	  	 	1.8	  	  	 	1.8	  	  	 	—  	  	  	 	—  	  	  	 	1.7	  	  	 	1.7	  	  	 	—  	  	  	 	—  	  	
Derivative financial instruments:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Foreign exchange contracts	  	 	241.5	  	  	 	—  	  	  	 	241.5	  	  	 	—  	  	  	 	133.9	  	  	 	—  	  	  	 	133.9	  	  	 	—  	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets	  	$	275.5	  	  	$	32.1	  	  	$	243.4	  	  	$	—  	  	  	$	166.4	  	  	$	29.4	  	  	$	137.0	  	  	$	—  	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Liabilities	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Derivative financial instruments:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Interest rate contracts	  	$	2.4	  	  	$	—  	  	  	$	2.4	  	  	$	—  	  	  	$	2.7	  	  	$	—  	  	  	$	2.7	  	  	$	—  	  	
Foreign exchange contracts	  	 	178.3	  	  	 	—  	  	  	 	178.3	  	  	 	—  	  	  	 	118.3	  	  	 	—  	  	  	 	118.3	  	  	 	—  	  	
Earn-out contingent consideration obligation	  	 	65.3	  	  	 	—  	  	  	 	—  	  	  	 	65.3	  	  	 	59.0	  	  	 	—  	  	  	 	—  	  	  	 	59.0	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities	  	$	246.0	  	  	$	—  	  	  	$	180.7	  	  	$	65.3	  	  	$	180.0	  	  	$	—  	  	  	$	121.0	  	  	$	59.0	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Investments— The fair value measurement of our equity securities, fixed income fund and other investment assets is based on quoted prices that we have the ability to access in public markets. Our stable value fund is valued at the net asset value of the shares held at the end of the quarter which is based on the fair value of the underlying investments using information reported by the investment advisor at quarter-end.
Derivative financial instruments—We use the income approach as the valuation technique to measure the fair value of foreign currency derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change from the derivative contract rate and the published market indicative currency rate, multiplied by the contract notional values. Credit risk is then incorporated by reducing the derivative’s fair value in asset positions by the result of multiplying the present value of the portfolio by the counterparty’s published credit spread. Portfolios in a liability position are adjusted by the same calculation; however, a spread representing our credit spread is used. Our credit spread, and the credit spread of other counterparties not publicly available are approximated by using the spread of similar companies in the same industry, of similar size and with the same credit rating. The derivative asset values presented in the preceding tables were reduced by $0.9 million and $0.7 million, and the derivative liability values reduced by $0.1 million at June 30, 2011 and December 31, 2010, to approximate fair value, including credit risk.
At the present time, we have no credit-risk-related contingent features in our agreements with the financial institutions which would require us to post collateral for derivative positions in a liability position.
See Note 11 for additional disclosure related to derivative financial instruments.
Earn-out contingent consideration obligation—We determine the fair value of the earn-out contingent consideration obligation using a discounted cash flow model. The key assumptions used in applying the income approach are expected profitability of the acquired company during the earn-out period and the discount rate which approximates our debt credit rating. The fair value measurement is based upon significant inputs not observable in the market. Changes in the value of the obligation are recorded as income or expense in our condensed consolidated statements of income.
 
13

Table of Contents
Changes in the fair value of our Level 3 earn-out contingent consideration obligation were as follows:

  	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	  	2010	 	 	2011	 	  	2010	 	
Balance at beginning of period	  	$	62.5	  	  	$	54.3	  	 	$	59.0	  	  	$	54.0	  	
Remeasurement adjustment (1)	  	 	1.1	  	  	 	1.0	  	 	 	1.5	  	  	 	2.8	  	
Foreign currency translation adjustment	  	 	1.7	  	  	 	(4.6	) 	 	 	4.8	  	  	 	(6.1	) 	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Balance at end of period	  	$	65.3	  	  	$	50.7	  	 	$	65.3	  	  	$	50.7	  	

(1)	The remeasurement adjustment is a result of interest accretion and the change in the discount rate.	
Other fair value disclosures—The carrying amounts of cash and cash equivalents, trade receivables, accounts payable, short-term debt, commercial paper and debt associated with our term loan and revolving credit facilities, as well as amounts included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair value because of their short-term maturities.
Credit risk—By their nature, financial instruments involve risk including credit risk for non-performance by counterparties. Financial instruments that potentially subject us to credit risk primarily consist of trade receivables and derivative contracts. We manage the credit risk on financial instruments by transacting only with what management believes are financially secure counterparties, requiring credit approvals and credit limits, and monitoring counterparties’ financial condition. Our maximum exposure to credit loss in the event of non-performance by the counterparty is limited to the amount drawn and outstanding on the financial instrument. Allowances for losses on trade receivables are established based on collectability assessments. We mitigate credit risk on derivative contracts by executing contracts only with counterparties that consent to a master netting agreement, which permits the net settlement of the gross derivative assets against the gross derivative liabilities.
Note 13: Commitments and Contingent Liabilities
In the ordinary course of business with customers, vendors and others, we issue standby letters of credit, performance bonds, surety bonds and other guarantees. The majority of these financial instruments represent guarantees of our future performance. Additionally, we were the named guarantor on certain letters of credit and performance bonds issued by our former subsidiary, John Bean Technologies Corporation (“JBT”); however, pursuant to the terms and conditions of the Separation and Distribution Agreement, dated July 31, 2008, between FMC and JBT, (the “JBT Separation and Distribution Agreement”), JBT was required to use reasonable efforts to eliminate all such obligations. JBT has done so and other than the residual obligations arising by law related to certain government contracts that have now been assigned to JBT, all such obligations have been eliminated. Pursuant to the terms of the JBT Separation and Distribution Agreement, we are fully indemnified by JBT with respect to this residual exposure. Management does not expect any of these financial instruments to result in losses that, if incurred, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.
We are the named defendant in a number of lawsuits; however, while the results of litigation cannot be predicted with certainty, management believes that the most probable, ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
In addition, under the Separation and Distribution Agreement, dated May 31, 2001, between FMC Corporation and FMC Technologies, which contains key provisions relating to our 2001 spin-off from FMC Corporation, FMC Corporation is required to indemnify us for certain claims made prior to the spin-off, as well as for other claims related to discontinued operations. We expect that FMC Corporation will bear responsibility for the majority of these claims. Under the JBT Separation and Distribution Agreement, which contains key provisions relating to the spin-off of the Airport and FoodTech businesses from us in 2008, JBT is required to indemnify us for certain claims made prior to the spin-off, as well as for other claims related to JBT products or business operations. Some of these claims may include those described in this paragraph involving FMC Corporation. While the ultimate responsibility for claims involving FMC Technologies, FMC Corporation or JBT cannot yet be determined due to lack of identification of the products or premises involved, we expect that FMC Corporation will bear responsibility for a majority of these claims initiated subsequent to the spin-off and that JBT will bear responsibility for other claims initiated subsequent to the spin-off.
 
14

Table of Contents
Note 14: Business Segment Information
Segment revenue and segment operating profit were as follows:

  	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Segment Revenue	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy Production Systems	  	$	967.6	  	 	$	822.9	  	 	$	1,824.0	  	 	$	1,710.5	  	
Energy Processing Systems	  	 	262.9	  	 	 	192.4	  	 	 	489.0	  	 	 	359.9	  	
Other revenue (1) and intercompany eliminations	  	 	(1.1	) 	 	 	(2.8	) 	 	 	(1.7	) 	 	 	(7.6	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	  	$	1,229.4	  	 	$	1,012.5	  	 	$	2,311.3	  	 	$	2,062.8	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment operating profit:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy Production Systems	  	$	97.3	  	 	$	129.6	  	 	$	179.5	  	 	$	287.2	  	
Energy Processing Systems	  	 	53.9	  	 	 	33.4	  	 	 	97.6	  	 	 	56.8	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total segment operating profit	  	 	151.2	  	 	 	163.0	  	 	 	277.1	  	 	 	344.0	  	
Corporate items:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate expense (2)	  	 	(10.6	) 	 	 	(10.1	) 	 	 	(19.0	) 	 	 	(19.1	) 	
Other revenue (1) and other expense, net (3) 	  	 	(2.0	) 	 	 	(9.9	) 	 	 	(10.2	) 	 	 	(30.7	) 	
Net interest expense	  	 	(2.1	) 	 	 	(2.4	) 	 	 	(3.6	) 	 	 	(4.7	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total corporate items	  	 	(14.7	) 	 	 	(22.4	) 	 	 	(32.8	) 	 	 	(54.5	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes attributable to FMC Technologies, Inc.	  	$	136.5	  	 	$	140.6	  	 	$	244.3	  	 	$	289.5	  	

(1)	Other revenue comprises certain unrealized gains and losses on derivative instruments related to unexecuted sales contracts.	
(2)	Corporate expense primarily includes corporate staff expenses.	
(3)	Other expense, net, generally includes stock-based compensation, other employee benefits, LIFO adjustments, certain foreign exchange gains and losses and the impact of unusual or strategic transactions not representative of segment operations.	
 
15

Table of Contents
Segment operating capital employed and assets were as follows:

(In millions)	  	June 30,
2011	 	 	December 31,
2010	 	
Segment operating capital employed (1):	  	 	 	 	 	 	 	 	
Energy Production Systems	  	$	1,488.8	  	 	$	1,349.7	  	
Energy Processing Systems	  	 	437.7	  	 	 	373.1	  	
 	  	 	 	 	 	 	 	 	
Total segment operating capital employed	  	 	1,926.5	  	 	 	1,722.8	  	
Segment liabilities included in total segment operating capital employed (2)	  	 	1,554.4	  	 	 	1,375.8	  	
Corporate (3)	  	 	719.1	  	 	 	545.6	  	
 	  	 	 	 	 	 	 	 	
Total assets	  	$	4,200.0	  	 	$	3,644.2	  	
 	  	 	 	 	 	 	 	 	
Segment assets:	  	 	 	 	 	 	 	 	
Energy Production Systems	  	$	2,845.3	  	 	$	2,553.1	  	
Energy Processing Systems	  	 	639.8	  	 	 	549.3	  	
Intercompany eliminations	  	 	(4.2	) 	 	 	(3.8	) 	
 	  	 	 	 	 	 	 	 	
Total segment assets	  	 	3,480.9	  	 	 	3,098.6	  	
Corporate (3)	  	 	719.1	  	 	 	545.6	  	
 	  	 	 	 	 	 	 	 	
Total assets	  	$	4,200.0	  	 	$	3,644.2	  	

(1)	Management views segment operating capital employed, which consists of assets, net of its liabilities, as the primary measure of segment capital. Segment operating capital employed excludes debt, pension liabilities, income taxes, LIFO inventory reserves and the fair value of derivatives.	
(2)	Segment liabilities included in total segment operating capital employed consist of trade accounts payable, advance payments and progress billings, accrued payroll and other liabilities.	
(3)	Corporate includes cash, LIFO inventory reserves, deferred income tax balances, property, plant and equipment not associated with a specific segment, pension assets and the fair value of derivatives.	
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statement under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995: FMC Technologies, Inc. and its representatives may from time to time make written or oral statements that are “forward-looking” and provide information that is not historical in nature, including statements that are or will be contained in this report, the notes to our consolidated financial statements, our other filings with the SEC, our press releases and conference call presentations and our other communications to our stockholders. These statements involve known and unknown risks, uncertainties and other factors that may be outside of our control and may cause actual results to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, those described under Risk Factors in Item 1A of our 2010 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 28, 2011 and this Form 10-Q.
In some cases, forward-looking statements can be identified by such words or phrases as “will likely result,” “is confident that,” “expects,” “should,” “could,” “may,” “will continue to,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and our outlook based on currently available information. We wish to caution you not to place undue reliance on any such forward-looking statements, which speak only as of the date made and involve judgments. We undertake no obligation to update these forward-looking statements except to the extent required by law.
 
16

Table of Contents
CONSOLIDATED RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2011 AND 2010

 	  	Three Months Ended
June 30,	 	 	Change	 	
(In millions, except %)	  	2011	 	 	2010	 	 	$	 	 	%	 	
Revenue	  	$	1,229.4	  	 	$	1,012.5	  	 	 	216.9	  	 	 	21.4	  	
Costs and expenses:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of sales	  	 	953.9	  	 	 	746.6	  	 	 	207.3	  	 	 	27.8	  	
Selling, general and administrative expense	  	 	116.5	  	 	 	100.4	  	 	 	16.1	  	 	 	16.0	  	
Research and development expense	  	 	21.6	  	 	 	19.0	  	 	 	2.6	  	 	 	13.7	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	  	 	1,092.0	  	 	 	866.0	  	 	 	226.0	  	 	 	26.1	  	
Other income (expense), net	  	 	2.5	  	 	 	(2.9	) 	 	 	5.4	  	 	 	*	  	
Net interest expense	  	 	(2.1	) 	 	 	(2.4	) 	 	 	0.3	  	 	 	12.5	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	  	 	137.8	  	 	 	141.2	  	 	 	(3.4	) 	 	 	(2.4	) 	
Provision for income taxes	  	 	42.2	  	 	 	44.4	  	 	 	(2.2	) 	 	 	(5.0	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	 	95.6	  	 	 	96.8	  	 	 	(1.2	) 	 	 	(1.2	) 	
Less: net income attributable to noncontrolling interests	  	 	(1.3	) 	 	 	(0.6	) 	 	 	(0.7	) 	 	 	*	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to FMC Technologies, Inc.	  	$	94.3	  	 	$	96.2	  	 	 	(1.9	) 	 	 	(2.0	) 	

*	Not meaningful	
Total revenue for the second quarter of 2011 reflects growth in both business segments compared to the same period in 2010. We entered the year with a strong backlog in Energy Production Systems, resulting from high demand for subsea equipment and systems in 2010. The year-over-year increase in Energy Production Systems’ revenue was attributable primarily to the conversion of subsea backlog during the quarter ended June 30, 2011. Additionally, within Energy Processing Systems, fluid control revenue increased primarily due to the strength in North American oil and gas land-based activity. Total revenue for the quarter ended June 30, 2011, included a $96.7 million favorable impact of foreign currency translation.
Gross profit (revenue less cost of sales) decreased as a percentage of sales to 22.4% in 2011, from 26.3% in 2010. The margin decline was predominantly due to the conversion of lower margin subsea backlog from projects awarded in 2010 and 2009. Additionally, surface wellhead operating margins were negatively impacted due to execution issues in our international businesses, and to a lesser extent, higher training costs in our North American businesses during the quarter ended June 30, 2011. Gross profit for the quarter ended June 30, 2011, included a $14.9 million favorable impact of foreign currency translation.
Selling, general and administrative (“SG&A”) expense increased by $16.1 million year-over-year. The majority of the increase was attributable to increased bid activity and higher staffing expense required to support operational growth. SG&A expense for the quarter ended June 30, 2011, included a $5.9 million unfavorable impact of foreign currency translation.
Research and development (“R&D”) expense increased year-over-year as we continue to advance new technologies pertaining primarily to subsea processing capabilities.
Other expense, net, reflected a $2.5 million gain and a $2.0 million loss from the remeasurement of foreign currency exposures, net of gains or losses from related derivative instruments for which hedge accounting is not applied, for the three months ended June 30, 2011 and 2010, respectively.
Our income tax provisions for the second quarter of 2011 and 2010 reflected effective tax rates of 30.9% and 31.5%, respectively. The decrease in the effective tax rate in 2011 was primarily due to the impact of higher charges in the second quarter of 2010 related to unrecognized tax benefits, partially offset by an unfavorable change in the forecasted country mix of earnings year-over-year. The difference between the effective tax rate and the statutory U.S. federal income tax rate related primarily to differing foreign and state tax rates, unrecognized tax benefits and the impact of foreign earnings repatriation.
 
17

Table of Contents
Business Outlook
Management remains optimistic about business activity for the last half of 2011. In spite of some volatility due to unrest in North Africa and the Middle East, the current energy market continues to reflect expanding global economies and firming expectations of increased energy demand. Additionally, expansion of the floating rig fleet continues to be a critical enabler for our customers to expand their capacity to complete subsea wells. Demand for exploration and production activity is also improving, leading to expectations of ongoing strength throughout the balance of 2011 and into 2012. Overall, we believe that the subsea market and the overall business environment for oilfield service activities will remain robust.
Order activity is beginning to materialize in the U.S. Gulf of Mexico. However, some uncertainty remains about the long- term effect of the deepwater drilling moratorium in the U.S. Gulf of Mexico. Our subsea U.S. Gulf of Mexico revenue represented approximately 11% of our consolidated revenue in 2010.
OPERATING RESULTS OF BUSINESS SEGMENTS
THREE MONTHS ENDED JUNE, 2011 AND 2010

 	  	Three Months Ended
June 30,	 	 	Favorable/
(Unfavorable)	 	
(In millions, except %)	  	2011	 	 	2010	 	 	$	 	 	%	 	
Revenue	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy Production Systems	  	$	967.6	  	 	$	822.9	  	 	 	144.7	  	 	 	17.6	  	
Energy Processing Systems	  	 	262.9	  	 	 	192.4	  	 	 	70.5	  	 	 	36.6	  	
Other revenue and intercompany eliminations	  	 	(1.1	) 	 	 	(2.8	) 	 	 	1.7	  	 	 	60.7	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	  	$	1,229.4	  	 	$	1,012.5	  	 	 	216.9	  	 	 	21.4	  	

Segment Operating Profit	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy Production Systems	  	$	97.3	  	 	$	129.6	  	 	 	(32.3	) 	 	 	(24.9	) 	
Energy Processing Systems	  	 	53.9	  	 	 	33.4	  	 	 	20.5	  	 	 	61.5	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total segment operating profit	  	 	151.2	  	 	 	163.0	  	 	 	(11.8	) 	 	 	(7.2	) 	
 	 	 	 	 	
Corporate Items	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate expense	  	 	(10.6	) 	 	 	(10.1	) 	 	 	(0.5	) 	 	 	(5.0	) 	
Other revenue and other expense, net	  	 	(2.0	) 	 	 	(9.9	) 	 	 	7.9	  	 	 	79.8	  	
Net interest expense	  	 	(2.1	) 	 	 	(2.4	) 	 	 	0.3	  	 	 	12.5	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total corporate items	  	 	(14.7	) 	 	 	(22.4	) 	 	 	7.7	  	 	 	34.4	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	  	 	136.5	  	 	 	140.6	  	 	 	(4.1	) 	 	 	(2.9	) 	
Provision for income taxes	  	 	42.2	  	 	 	44.4	  	 	 	2.2	  	 	 	5.0	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to FMC Technologies, Inc.	  	$	94.3	  	 	$	96.2	  	 	 	(1.9	) 	 	 	(2.0	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment operating profit is defined as total segment revenue less segment operating expenses. The following items have been excluded in computing segment operating profit: corporate staff expense, interest income and expense associated with corporate investments and debt facilities, income taxes and other expense, net.
Energy Production Systems
Energy Production Systems’ revenue for the three months ended June 30, 2011, increased $144.7 million compared to the same period in 2010. Revenue for the quarter ended June 30, 2011, included a $90.7 million favorable impact of foreign currency translation. Excluding the impact of foreign currency translation, total revenue grew by $54.0 million year-over-year. Segment revenue is impacted by the conversion of backlog and trends in land and offshore oil and gas exploration and production, including shallow and deepwater development. We entered the year with a strong backlog in Energy Production Systems, resulting from high demand for subsea equipment and systems in 2010. The year-over-year revenue increase was attributable primarily to the conversion of subsea backlog during the quarter ended June 30, 2011. Additionally, surface wellhead revenue was up due to increased activity in North America, partially offset by lower revenue in our international businesses resulting from lower order activity in early 2011 and execution issues. The impact of the drilling moratorium imposed in the U.S. Gulf of Mexico in 2010 also resulted in some delays in subsea project orders and service activities, negatively impacting revenue in the second quarter of 2011.
 
18

Table of Contents
Energy Production Systems’ operating profit decreased as a percentage of sales to 10.1% in 2011, from 15.7% in 2010. The margin decline was predominantly due to the conversion of lower margin subsea backlog from projects awarded in 2010 and 2009. Surface wellhead operating margins were also negatively impacted by execution issues in our international businesses, and to a lesser extent, higher training costs in our North American businesses during the second quarter of 2011. Foreign currency translation favorably impacted operating profit for the quarter ended June 30, 2011, by $7.1 million, compared to the prior-year quarter.
Energy Processing Systems
Energy Processing Systems’ revenue grew by $70.5 million year-over-year. North American oil and gas land-based activity continues to be strong resulting in higher demand for our fluid control products, particularly Weco ® /Chiksan ®  equipment and well service pumps. The increase was partially offset by lower revenue in our measurement solutions business, resulting from the timing of project execution.
Energy Processing Systems’ operating profit increased as a percentage of sales to 20.5% in 2011, from 17.3% in 2010. The margin improvement was driven primarily by higher volume in our fluid control business which benefited from strong North American oil and gas land-based activity.
Corporate Items
Corporate items were $14.7 million and $22.4 million for the three months ended June 30, 2011 and 2010, respectively. The decrease in expense primarily reflected foreign currency gains of $4.0 million in 2011, compared to losses in the prior-year period of $2.7 million. Additionally, we experienced lower medical expense associated with our self-insured medical plans in 2011, as compared to the prior year.
Inbound Orders and Order Backlog
Inbound orders represent the estimated sales value of confirmed customer orders received during the reporting period.

 	  	Inbound Orders	 	
 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
(In millions)	  	2011	 	 	2010	 	 	2011	 	 	2010	 	
Energy Production Systems	  	$	1,184.5	  	 	$	1,068.5	  	 	$	2,280.2	  	 	$	2,117.3	  	
Energy Processing Systems	  	 	339.8	  	 	 	225.7	  	 	 	606.9	  	 	 	406.0	  	
Intercompany eliminations	  	 	(1.7	) 	 	 	(1.9	) 	 	 	(2.7	) 	 	 	(4.4	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total inbound orders	  	$	1,522.6	  	 	$	1,292.3	  	 	$	2,884.4	  	 	$	2,518.9	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders at the reporting date. Translation positively affected backlog by $97.8 million and $219.7 million for the three and six months ended June 30, 2011, respectively, and negatively affected backlog by $107.5 million and $151.9 million for the three and six months ended June 30, 2010, respectively.

 	  	Order Backlog	 	
(In millions)	  	June 30,
2011	 	 	December 31,
2010	 	 	June 30,
2010	 	
Energy Production Systems	  	$	4,548.3	  	 	$	3,879.7	  	 	$	2,595.5	  	
Energy Processing Systems	  	 	421.3	  	 	 	296.0	  	 	 	255.6	  	
Intercompany eliminations	  	 	(5.3	) 	 	 	(4.2	) 	 	 	(5.1	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	
Total order backlog	  	$	4,964.3	  	 	$	4,171.5	  	 	$	2,846.0	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	
Order backlog for Energy Productions Systems at June 30, 2011, increased by $668.6 million compared to year-end 2010, reflecting strong inbound of subsea projects in 2011. Backlog of $4.5 billion at June 30, 2011, included various subsea projects for BP; CNOOC’s Liuhua; ConocoPhillip’s Ekofisk; Exxon’s Hibernia Southern Extension; Gazprom’s Kirinskoye; Petrobras’ Congro and Corvina, and frame agreements for trees and manifolds; Shell’s Parque das Conchas (also known as BC-10), Bonga Northwest, Cardamom Deep, Prelude and West Boreas; Statoil’s Statfjord Workover System, Stjerne (also known as Katla), Vigdis North-East and Visund South (also known as Pan Pandora); and Total’s CLOV, GirRI, Pazflor and Laggan-Tormore subsea projects.
Energy Processing Systems’ order backlog at June 30, 2011 increased by $125.3 million compared to year-end 2010. The increase was due to strong overall inbound orders, primarily fluid control and measurement solutions, during the first half of 2011.
 
19

Table of Contents
CONSOLIDATED RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2011 AND 2010

 	  	Six Months Ended
June 30,	 	 	Change	 	
(In millions, except %)	  	2011	 	 	2010	 	 	$	 	 	%	 	
Revenue	  	$	2,311.3	  	 	$	2,062.8	  	 	 	248.5	  	 	 	12.0	  	
Costs and expenses:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of sales	  	 	1,796.6	  	 	 	1,522.6	  	 	 	274.0	  	 	 	18.0	  	
Selling, general and administrative expense	  	 	231.7	  	 	 	203.6	  	 	 	28.1	  	 	 	13.8	  	
Research and development expense	  	 	38.2	  	 	 	33.2	  	 	 	5.0	  	 	 	15.1	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	  	 	2,066.5	  	 	 	1,759.4	  	 	 	307.1	  	 	 	17.5	  	
Other income (expense), net	  	 	4.9	  	 	 	(8.2	) 	 	 	13.1	  	 	 	*	  	
Net interest expense	  	 	(3.6	) 	 	 	(4.7	) 	 	 	1.1	  	 	 	23.4	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	  	 	246.1	  	 	 	290.5	  	 	 	(44.4	) 	 	 	(15.3	) 	
Provision for income taxes	  	 	64.8	  	 	 	94.3	  	 	 	(29.5	) 	 	 	(31.3	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	 	181.3	  	 	 	196.2	  	 	 	(14.9	) 	 	 	(7.6	) 	
Less: net income attributable to noncontrolling interests	  	 	(1.8	) 	 	 	(1.0	) 	 	 	(0.8	) 	 	 	*	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to FMC Technologies, Inc	  	$	179.5	  	 	$	195.2	  	 	 	(15.7	) 	 	 	(8.0	) 	

*	Not meaningful	
Total revenue for the first half of 2011 increased $248.5 million, compared to the same period in 2010. Total revenue for the six months ended June 30, 2011, included a $125.0 million favorable impact of foreign currency translation. Excluding the impact of foreign currency translation, total revenue increased by $123.5 million during the first half of 2011, compared to the prior-year period. Energy Processing Systems’ revenue grew year-over-year, primarily in our fluid control business which was favorably impacted by the strength in North American oil and gas land-based activity. This growth was partially offset by lower Energy Production Systems’ revenue year-over-year reflecting less progress due to early stage development of subsea projects awarded in 2010.
Gross profit (revenue less cost of sales) decreased as a percentage of sales to 22.3% in 2011, from 26.2% in 2010. The margin decline was predominantly due to the conversion of lower margin subsea backlog from projects awarded in 2010 and 2009. Additionally, surface wellhead operating margins were negatively impacted due to execution issues in our international businesses, and to a lesser extent, higher training costs in our North American businesses during the first half of 2011. Gross profit for the six months ended June 30, 2011, included a $19.7 million favorable impact of foreign currency translation.
SG&A expense increased by $28.1 million year-over-year, driven by increased bid activity and higher staffing expense required to support operational growth. SG&A expense for the quarter ended June 30, 2011, included a $7.7 million unfavorable impact of foreign currency translation.
R&D expense increased year-over-year as we continue to advance new technologies pertaining primarily to subsea processing capabilities.
Other expense, net, reflected a $2.7 million gain and an $8.0 million loss from the remeasurement of foreign currency exposures, net of gains or losses from related derivative instruments for which hedge accounting is not applied, for the six months ended June 30, 2011 and 2010, respectively. Additionally, we recognized $1.3 million in gains during the first half of 2011, associated with the investments held in an employee benefit trust for our non-qualified deferred compensation plan, compared to $0.3 million in expense during the prior-year period.
Our income tax provisions for the first six months of 2011 and 2010 reflected effective tax rates of 26.5% and 32.6%, respectively. The decrease in the effective tax rate in 2011 was primarily due to the impact of certain tax holidays in Singapore for which we received final approval in January 2011, and which were retroactive to January 1, 2009. Excluding this benefit, our income tax provision for the first six months of 2011 was 29.5%. The remaining decrease in the effective tax rate for the six months ended June 30, 2011, was primarily due to the impact of higher charges in the first six months of 2010 related to unrecognized tax benefits, partially offset by an unfavorable change in the forecasted country mix of earnings year-over-year. The difference between the effective tax rate and the statutory U.S. federal income tax rate related primarily to differing foreign and state tax rates, unrecognized tax benefits and the impact of foreign earnings repatriation.
 
20

Table of Contents
OPERATING RESULTS OF BUSINESS SEGMENTS
SIX MONTHS ENDED JUNE 30, 2011 AND 2010

 	  	Six Months Ended
June 30,	 	 	Favorable/
(Unfavorable)	 	
(In millions, except %)	  	2011	 	 	2010	 	 	$	 	 	%	 	
Revenue	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy Production Systems	  	$	1,824.0	  	 	$	1,710.5	  	 	 	113.5	  	 	 	6.6	  	
Energy Processing Systems	  	 	489.0	  	 	 	359.9	  	 	 	129.1	  	 	 	35.9	  	
Other revenue and intercompany eliminations	  	 	(1.7	) 	 	 	(7.6	) 	 	 	5.9	  	 	 	77.6	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	  	$	2,311.3	  	 	$	2,062.8	  	 	 	248.5	  	 	 	12.0	  	

Segment Operating Profit	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy Production Systems	  	$	179.5	  	 	$	287.2	  	 	 	(107.7	) 	 	 	(37.5	) 	
Energy Processing Systems	  	 	97.6	  	 	 	56.8	  	 	 	40.8	  	 	 	71.8	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total segment operating profit	  	 	277.1	  	 	 	344.0	  	 	 	(66.9	) 	 	 	(19.4	) 	
 	 	 	 	 	
Corporate Items	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate expense	  	 	(19.0	) 	 	 	(19.1	) 	 	 	0.1	  	 	 	0.5	  	
Other revenue and other expense, net	  	 	(10.2	) 	 	 	(30.7	) 	 	 	20.5	  	 	 	66.8	  	
Net interest expense	  	 	(3.6	) 	 	 	(4.7	) 	 	 	1.1	  	 	 	23.4	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total corporate items	  	 	(32.8	) 	 	 	(54.5	) 	 	 	21.7	  	 	 	39.8	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	  	 	244.3	  	 	 	289.5	  	 	 	(45.2	) 	 	 	(15.6	) 	
Provision for income taxes	  	 	64.8	  	 	 	94.3	  	 	 	29.5	  	 	 	31.3	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to FMC Technologies, Inc.	  	$	179.5	  	 	$	195.2	  	 	 	(15.7	) 	 	 	(8.0	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment operating profit is defined as total segment revenue less segment operating expenses. The following items have been excluded in computing segment operating profit: corporate staff expense, interest income and expense associated with corporate investments and debt facilities, income taxes and other expense, net.
Energy Production Systems
Energy Production Systems’ revenue for the six months ended June 30, 2011, increased $113.5 million compared to the same period in 2010. Revenue for the first half of 2011 included a $118.5 million favorable impact of foreign currency translation. Excluding the impact of foreign currency translation, total revenue declined by $5.0 million year-over-year. Segment revenue is impacted by the conversion of backlog and trends in land and offshore oil and gas exploration and production, including shallow and deepwater development. Following a year of significant inbound orders, we had less progress due to early stage development of subsea projects during the first half of 2011, compared to execution of more mature subsea projects in the prior-year period, resulting in a revenue decline year-over-year. The impact of the drilling moratorium imposed in the U.S. Gulf of Mexico in 2010 also resulted in some delays in project orders and service activities, further reducing 2011 subsea revenue. Additionally, international activity levels in our surface wellhead business have declined, resulting from lower order activity in early 2011 and execution issues, partially offset by an improvement in the North American surface wellhead markets.
Energy Production Systems’ operating profit decreased as a percentage of sales to 9.8% in 2011, from 16.8% in 2010. The margin decline was predominantly due to the conversion of lower margin subsea backlog from projects awarded in 2010 and 2009. Surface wellhead operating margins were also negatively impacted by execution issues in our international businesses, and to a lesser extent, higher training costs in our North American businesses during the first half of 2011. Additionally, SG&A expense increased as a percentage of sales year-over-year, driven by increased bid activity and higher staffing expense required to support operational growth. Foreign currency translation favorably impacted operating profit for the quarter ended June 30, 2011, by $10.0 million, compared to the prior-year period.
Energy Processing Systems
Energy Processing Systems’ revenue grew by $129.1 million year-over-year. Fluid control volume increased year-over-year driven by higher demand for Weco ® /Chiksan ®  equipment coupled with an increased demand for well service pumps, both attributable to the strength in North American oil and gas land-based activity. The increase was partially offset by lower revenue in our measurement solutions business, resulting from the timing of project execution.
 
21

Table of Contents
Energy Processing Systems’ operating profit increased as a percentage of sales to 20.0% in 2011, from 15.8% in 2010. The margin improvement was driven by higher volume in our fluid control business, which benefited from strong North American oil and gas land-based activity.
Corporate Items
Corporate items were $32.8 million and $54.5 million for the six months ended June 30, 2011 and 2010, respectively. The decrease in expense reflects foreign currency gains of $4.2 million in 2011, compared to losses in the prior-year period of $9.9 million. We recorded expense of $1.5 million and $2.8 million for the first half of 2011 and 2010, respectively, associated with the remeasurement of our earn-out contingent consideration obligation. We also had lower employee stock-based compensation expense of $2.6 million year-over-year due to lower values subject to accelerated amortization in 2011 and lower net interest expense resulting from reduced average borrowing levels and higher cash balances in 2011, compared to 2010. Additionally, we had lower LIFO (last-in, first-out) costs of $0.9 million during the six months ended June 30, 2011, compared to the prior-year period.
LIQUIDITY AND CAPITAL RESOURCES
Our cash is held in numerous locations throughout the world, with substantially all of our cash balances held outside the United States. Cash held outside the United States is generally used to meet the liquidity needs of our non-U.S. operations. Most of our cash held outside the United States could be repatriated to the United States, but under current law, any such repatriation would be subject to U.S. federal income tax, as adjusted for applicable foreign tax credits. We have provided for U.S. federal income taxes on undistributed foreign earnings where we have determined that such earnings are not indefinitely reinvested.
We expect to meet the continuing funding requirements of our U.S. operations with cash generated by such U.S. operations, with cash from earnings generated by non-U.S. operations that are not indefinitely reinvested, and through our existing credit facilities. If cash held by non-U.S. operations is required for funding operations in the United States, and if U.S. tax has not previously been provided on the earnings of such operations, we would make a provision for additional U.S. tax in connection with repatriating this cash, which may be material to our cash flows and results of operations.
We were in a net debt position at June 30, 2011. Net debt, or net cash, is a non-GAAP measure reflecting debt, net of cash and cash equivalents. Management uses this non-GAAP measure to evaluate our capital structure and financial leverage. We believe that net (debt) cash is a meaningful measure of our financial leverage and will assist investors in understanding our results and recognizing underlying trends. This measure supplements disclosures required by GAAP. The following table provides details of the balance sheet classifications included in net (debt) cash.

(In millions)	  	June 30, 2011	 	 	December 31, 2010	 	
Cash and cash equivalents	  	$	428.0	  	 	$	315.5	  	
Short-term debt and current portion of long-term debt	  	 	(7.0	) 	 	 	(12.2	) 	
Long-term debt, less current portion	  	 	(465.8	) 	 	 	(351.1	) 	
 	  	 	 	 	 	 	 	 	
Net (debt) cash	  	$	(44.8	) 	 	$	(47.8	) 	
 	  	 	 	 	 	 	 	 	
The change in our net (debt) cash position was primarily due to cash provided from operating activities, partially offset by capital expenditures and increased borrowings during the six months ended June 30, 2011.
Cash Flows
We generated $120.1 million in cash flows from operating activities during the six months ended June 30, 2011, compared to $64.1 million required during the prior-year period. The year-over-year change was due primarily to changes in our working capital driven by our portfolio of projects. Our working capital balances can vary significantly depending on the payment and delivery terms on key contracts. This favorable change was partially offset by lower net income, contributions made to our international pension plans of $28.2 million and a discretionary contribution made to our domestic qualified pension plan of $19.0 million during the first half of 2011.
During the six months ended June 30, 2011, cash flows required by investing activities totaled $102.9 million, primarily consisting of amounts required to fund capital expenditures. Capital expenditures increased by $64.1 million year-over-year, primarily reflecting our investment in tooling, rental tools, equipment upgrades and capacity expansion. We also continued to progress on the construction of the technology center in Brazil during the first half of 2011.
Cash provided by financing activities was $91.9 million and $46.4 million for the six months ended June 30, 2011 and 2010, respectively. The year-over-year change was driven primarily by reduced repurchases of common stock under our share repurchase authorization program, partially offset by lower borrowings required to fund operations.
 
22

Table of Contents
Debt and Liquidity
The following is a summary of our credit facilities at June 30, 2011:

(In millions)
Description	  	Amount	 	  	Debt
Outstanding	 	  	Commercial
Paper
Outstanding (a)	 	  	Letters
of
Credit	 	  	Unused
Capacity	 	  	Maturity	 	
Five-year committed revolving credit facility	  	$	600.0	  	  	$	100.0	  	  	$	324.0	  	  	$	13.8	  	  	$	162.2	  	  	 	December 2012	  	
Three-year committed revolving credit agreement	  	 	350.0	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	350.0	  	  	 	January 2013	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
 	  	$	950.0	  	  	$	100.0	  	  	$	324.0	  	  	$	13.8	  	  	$	512.2	  	  	 	 	 	

(a)	Under our commercial paper program, we have the ability to access up to $750.0 million of financing through our commercial paper dealers. Our available capacity under our revolving credit facilities is reduced by any outstanding commercial paper.	
Committed credit available under our revolving credit facilities provides the ability to issue our commercial paper obligations on a long-term basis. We had $324.0 million of commercial paper issued under this facility at June 30, 2011. Since we had both the ability and intent to refinance these obligations on a long-term basis, our commercial paper borrowings were classified as long-term in the accompanying condensed consolidated balance sheets at June 30, 2011 and December 31, 2010.
Credit Risk Analysis
Valuations of derivative assets and liabilities reflect the value of the instruments, including the values associated with counterparty risk. These values must also take into account our credit standing, thus including in the valuation of the derivative instrument the value of the net credit differential between the counterparties to the derivative contract. Our methodology includes the impact of both counterparty and our own credit standing. Additional information about credit risk is incorporated herein by reference from Note 12 to our condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Outlook
Historically, we have generated our capital resources primarily through operations and, when needed, through credit facilities. We continue to witness some volatility in the credit, equity and commodity markets that began in 2008. While this creates some degree of uncertainty for our business, management believes we have secured sufficient credit capacity to mitigate potential negative impacts on our operations. We expect to continue to meet our cash requirements with a combination of cash on hand, cash generated from operations and our credit facilities.
We project spending approximately $200.0 to $250.0 million during 2011 for capital expenditures, largely for enhancements to our manufacturing and tools necessary to expand offshore service capabilities. We expect to make contributions of approximately $4.5 million to our international pension plans during the remainder of 2011. We may also make discretionary contributions of up to $16.0 million to our domestic qualified pension plan during the balance of 2011. Further, we expect to continue our stock repurchases authorized by our Board, with the timing and amounts of these repurchases dependent upon market conditions and liquidity.
We have $512.2 million of capacity available under our bank lines that we expect to utilize if working capital temporarily increases in response to market demand, and when opportunities for business acquisitions meet our standards. Our intent is to maintain a level of financing sufficient to meet this objective. We continue to evaluate acquisitions, divestitures and joint ventures in the ordinary course of business.
CRITICAL ACCOUNTING ESTIMATES
Refer to our Annual Report on Form 10-K for the year ended December 31, 2010, for a discussion of our critical accounting estimates. During the six months ended June 30, 2011, there were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates.
RECENTLY ISSUED ACCOUNTING STANDARDS
In May 2011, the Financial Accounting Standards Board (“FASB”) issued an amendment to existing guidance for fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The revised guidance is to be applied prospectively and is effective for interim and annual periods beginning on or after December 15, 2011. We will
 
23

Table of Contents
adopt the amended guidance on January 1, 2012. We do not expect the adoption of the amended guidance to have a material impact on our consolidated financial position or results of operations.
In June 2011, the FASB updated the disclosure requirements for comprehensive income. The updates allow management the option to present the total of comprehensive income, the total of net income, and the components of other comprehensive income in a single continuous statement of comprehensive income or in two separate but consecutive statements. The updates eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The updated requirements do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The updated guidance is to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We will adopt this update on January 1, 2012. We believe the adoption of this guidance concerns disclosure only and will not have an impact on our consolidated financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in reported market risks from the information reported in our Annual Report on Form 10-K for the year ended December 31, 2010.
ITEM 4. CONTROLS AND PROCEDURES
Under the direction of our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q. Based upon this evaluation, our principal executive officer and principal financial officer have concluded as of June 30, 2011, that our disclosure controls and procedures were
 
 	i)	effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms; and	
 
 	ii)	effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.	
There were no changes in controls identified in the evaluation for the quarter ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are the named defendant in a number of lawsuits; however, while the results of litigation cannot be predicted with certainty, management believes that the most probable, ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
As of the date of this filing, except as noted below, there have been no material changes in our Risk Factors as set forth in Item 1A to Part I of our Annual Report on Form 10-K for the year ended December 31, 2010. The following risk factor has been updated and should be read in conjunction with the risk factors disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the year ended December 31, 2010.
Our businesses are subject to a variety of governmental regulations, violations of which could have a material adverse effect on our financial condition and results of operations.
We are exposed to a variety of federal, state, local and international laws and regulations relating to matters such as environmental, health and safety, labor and employment, import/export control, currency exchange, bribery and corruption and taxation. These laws and regulations are complex, change frequently and have tended to become more stringent over time. In the event the scope of these laws and regulations expand in the future, the incremental cost of compliance could adversely impact our financial condition, results of operations or cash flows.
Our operations outside the United States require us to comply with a number of U.S. and international regulations. For example, our operations in countries outside the United States are subject to the Foreign Corrupt Practices Act (“FCPA”), which prohibits U.S. companies or their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of those individuals in their official capacity to help obtain or retain business,
 
24

Table of Contents
direct business to any person or corporate entity, or obtain any unfair advantage. The United Kingdom (“U.K.”) recently enacted similar laws prohibiting bribery of and corrupt payments to government officials and private individuals outside the U.K. We have internal control policies and procedures and have implemented training and compliance programs for our employees and agents with respect to anti-bribery and anti-corruption laws. However, our policies, procedures and programs may not always protect us from reckless or criminal acts committed by our employees or agents, and severe criminal or civil sanctions would be the result of violations of these laws. We are also subject to the risks that our employees, joint venture partners, and agents outside of the United States may fail to comply with other applicable laws.
Compliance with U.S. regulations on trade sanctions and embargoes poses a risk to us since our business is conducted on a worldwide basis through various subsidiaries. The U.S. government restricts sales of goods and services and certain other transactions with various countries for policy and national security reasons. While these restrictions apply to U.S. entities, they do not apply to non-U.S. subsidiaries of U.S. companies so long as those entities involved comply with restrictions on U.S. content and U.S. personnel approval and facilitation. A few of our non-U.S. subsidiaries have engaged in transactions with countries subject to the U.S. restrictions; however, the aggregate amount of such sales has not exceeded 1% of our consolidated annual revenue. Even though our non-U.S. subsidiaries may, under applicable laws and regulations, engage in transactions with various countries, in 2009, we adopted a policy directing our non-U.S. subsidiaries to effectuate an orderly withdrawal from doing business with these countries. This policy prohibited entering into new commitments involving these countries, but did not require the non-U.S. subsidiaries to cease performance of existing commitments provided such commitments could be performed in compliance with all applicable laws and regulations. During the second quarter of 2010, we received inquiries from the SEC and the Office of Foreign Assets Control (“OFAC”) related to transactions with certain restricted countries with a specific focus on Sudan and Iran. We have provided information to both agencies in response to these requests. The SEC notified us during the third quarter of 2010 that it had closed its inquiry and we have had no further communications from OFAC.
In addition, various other countries or multilateral organizations such as the United Nations (“U.N.”) may impose restrictions on the sale of goods and services to various countries or entities. Generally these restrictions will be implemented through the national laws and regulations of the applicable countries. Due to the scope of our international operations, these restrictions may affect our ability to enter into or complete contracts. Recently, the U.N. has adopted, and other authorities including the United States and European Union have implemented, restrictions on certain transactions involving Libya. We do not, however, expect these restrictions to have a material adverse effect on our financial condition, cash flows or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We had no unregistered sales of equity securities during the three months ended June 30, 2011.
The following table summarizes repurchases of our common stock during the three months ended June 30, 2011.
ISSUER PURCHASES OF EQUITY SECURITIES

Period	  	Total Number of
Shares
Purchased (a)	 	  	Average Price
Paid per
Share	 	  	Total Number of
Shares Purchased as
Part of Publicly
Announced  Plans or
Programs	 	  	Maximum Number
of Shares That May
Yet Be Purchased
Under  the Plans or
Programs (b)	 	
April 1, 2011 – April 30, 2011	  	 	20,040	  	  	$	45.47	  	  	 	—  	  	  	 	4,998,588	  	
May 1, 2011 – May 31, 2011	  	 	47,760	  	  	$	42.03	  	  	 	43,950	  	  	 	4,954,638	  	
June 1, 2011 – June 30, 2011	  	 	107,136	  	  	$	40.43	  	  	 	105,096	  	  	 	4,849,542	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	174,936	  	  	$	41.45	  	  	 	149,046	  	  	 	4,849,542	  	

(a)	Represents 149,046 shares of common stock repurchased and held in treasury and 25,890 shares of common stock purchased and held in an employee benefit trust established for the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan. In addition to these shares purchased on the open market, we sold 4,850 shares of registered common stock held in this trust, as directed by the beneficiaries during the three months ended June 30, 2011.	
(b)	In 2005, we announced a repurchase plan approved by our Board of Directors authorizing the repurchase of up to two million shares of our issued and outstanding common stock through open market purchases. The Board of Directors authorized extensions of this program, adding five million shares in February 2006 and eight million shares in February 2007 for a total of 15 million shares of common stock authorized for repurchase. As a result of the two-for-one stock splits (i) on August 31, 2007, the authorization was increased to 30 million shares; and (ii) on March 31, 2011, the authorization was increased to 60 million shares. In addition to the 60 million shares, in July 2008, the Board of Directors authorized the repurchase of $95.0 million of our outstanding common stock, and as of September 2008, there was no remaining amount available for purchase under the $95.0 million authorization.	
 
25

Table of Contents
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. [REMOVED AND RESERVED]
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Exhibits

Number in
Exhibit Table	 	Description	
 	 	
3.1	 	Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 7, 2009 (File No. 001-16489)).	
 	 	
3.2	 	Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 to the Quarterly Report on Form 10-Q filed on November 3, 2010 (File No. 001-16489)).	
 	 	
3.3	 	Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to the Current Report on Form 8-K filed on May 6, 2011 (File No. 001-16489)).	
 	 	
4.1	 	Form of Specimen Certificate for the Company’s Common Stock (incorporated by reference from Exhibit 4.1 to the Form S-1/A filed on May 4, 2001 (File No. 333-55920)).	
 	 	
4.2	 	Preferred Share Purchase Rights Agreement (incorporated by reference from Exhibit 4.2 to the Form S-8 filed on June 14, 2001 (File No. 333-62996)).	
 	 	
4.3	 	Amendment to Preferred Share Purchase Rights Agreement (incorporated by reference from Exhibit 4.1 to the Form 8-K filed on September 14, 2009 (File No. 001-16489)).	
 	 	
10.1*†	 	Second Amendment of FMC Technologies, Inc. Savings and Investment Plan, as amended and restated.	
 	 	
10.2 *†	 	Third Amendment of FMC Technologies, Inc. Savings and Investment Plan, as amended and restated.	
 	 	
31.1 *	 	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).	
 	 	
31.2 *	 	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).	
 	 	
32.1 **	 	Certification of Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.	
 	 	
32.2 **	 	Certification of Chief Financial Officer Under Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.	
 	 	
       *	 	Filed with this Form 10-Q	
 	 	
       **	 	Furnished with this Form 10-Q	
 	 	
       †	 	Management compensatory plan or agreement	
 
26

Table of Contents
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.
(Registrant)

/s/    Jay A. Nutt        	
Jay A. Nutt	
Vice President and Controller
(Chief Accounting Officer and a Duly Authorized Officer)	
Date: July 29, 2011
 
27

Table of Contents
EXHIBIT INDEX

Number in
Exhibit Table	 	Description	
 	 	
3.1	 	Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 7, 2009 (File No. 001-16489)).	
 	 	
3.2	 	Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 to the Quarterly Report on Form 10-Q filed on November 3, 2010 (File No. 001-16489)).	
 	 	
3.3	 	Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to the Current Report on Form 8-K filed on May 6, 2011 (File No. 001-16489)).	
 	 	
4.1	 	Form of Specimen Certificate for the Company’s Common Stock (incorporated by reference from Exhibit 4.1 to the Form S-1/A filed on May 4, 2001 (File No. 333-55920)).	
 	 	
4.2	 	Preferred Share Purchase Rights Agreement (incorporated by reference from Exhibit 4.2 to the Form S-8 filed on June 14, 2001 (File No. 333-62996)).	
 	 	
4.3	 	Amendment to Preferred Share Purchase Rights Agreement (incorporated by reference from Exhibit 4.1 to the Form 8-K filed on September 14, 2009 (File No. 001-16489)).	
 	 	
10.1*†	 	Second Amendment of FMC Technologies, Inc. Savings and Investment Plan, as amended and restated.	
 	 	
10.2 *†	 	Third Amendment of FMC Technologies, Inc. Savings and Investment Plan, as amended and restated.	
 	 	
31.1 *	 	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).	
 	 	
31.2 *	 	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).	
 	 	
32.1 **	 	Certification of Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.	
 	 	
32.2 **	 	Certification of Chief Financial Officer Under Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.	
 	 	
       *	 	Filed with this Form 10-Q	
 	 	
       **	 	Furnished with this Form 10-Q	
 	 	
       †	 	Management compensatory plan or agreement	
 
28

Exhibit 10.1
SECOND AMENDMENT
OF
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
WHEREAS, FMC Technologies, Inc. (the “Company”) maintains the FMC Technologies, Inc. Savings and Investment Plan, as amended and restated effective January 1, 2002 (the “Plan);
WHEREAS, the Company previously submitted the Plan, in draft form, together with the prior Plan document, which was adopted effective September 28, 2001 (the “Prior Plan Document”) and the First through Eighth Amendments to the Prior Plan Document, to the IRS on January 31, 2008, for the issuance of a new IRS favorable determination letter, which letter was subsequently issued on November 6, 2009 (the “2009 Determination Letter”);
WHEREAS, the 2009 Determination Letter conditioned the effectiveness of such letter on the Company’s timely execution of the Plan, which timely execution occurred on February 2, 2010;
WHEREAS, during the IRS’ determination letter review process and prior to the execution of the Plan on February 2, 2010, additional amendments were made to the Prior Plan Document in the form of the Ninth, Tenth and Eleventh Amendments (the “Interim Amendments”);
WHEREAS, in order to clearly reflect the continued effectiveness of the Interim Amendments and preserve the ordering of the documents constituting the Plan, as approved by the IRS in the 2009 Determination Letter, and subsequent amendments thereto, the Company desires to re-order and incorporate the provisions contained in the Interim Amendments into this Second Amendment to the Plan; and
WHEREAS, the Company desires to amend the Plan in certain respects, including to

reflect the merger of certain assets from the Administaff 401(k) Plan into the Plan, effective May 28, 2010, which are attributable to employees of Direct Drive Systems, Inc. that became a member of the Company’s controlled group of corporations as a result of the Company’s acquisition of Direct Drive Systems, Inc. on October 30, 2009; and
WHEREAS, the Second Amendment will supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;
NOW, THEREFORE, by virtue of the authority reserved to the Company by Section 12.1 of the Plan, the Plan is hereby amended as follows, effective June 1, 2010:
1. The provisions of the Interim Amendments, attached hereto as Exhibit A, B and C, are hereby incorporated into and are made a part of the Plan, effective as if such provisions were originally included in the Plan, as amended and restated effective January 1, 2002.
2. The following text is hereby added to the Plan to read as follows:
MERGER INTO PLAN
Effective May 28, 2010, the assets and liabilities attributable to employees of Direct Drive Systems, Inc. under the Administaff 401(k) Plan (the “Administaff Plan”) are hereby merged with and into the Plan. In accordance with Section 414(l) of the Code, the benefit each Participant would receive if the Plan were terminated immediately after the merger is not less than the benefit such Participant would have received if the Plan (or the Administaff Plan) had terminated immediately before the merger. The merger and corresponding transfer of assets and liabilities from the Administaff Plan to the Plan shall be accomplished in a manner that complies with the Section 414(l) of the Code and Treasury regulations promulgated thereunder, the protected benefit rules under Section 411(d)(6) of Code and Treasury regulations promulgated thereunder and all other applicable laws.
3. The definition of “Account” set forth in Article I of the Plan is hereby amended in its entirety to read as follows:
“Account” means any Pre-Tax Contribution Account, After-Tax Contribution Account, Company Contribution Account, Company Nonelective Contribution Account, Company Safe Harbor Matching Contribution Account, Contingent Account, Rollover Contribution Account and Roth Elective Contribution Account established on behalf of a Participant.
 
2

4. The defined term “Roth Elective Contributions” is hereby added to Article I of the Plan and shall read as follows:
Roth Elective Contributions means the Roth elective contributions made by a Participant under the Administaff 401(k) Plan which were transferred to this Plan, effective May 28, 2010, as a result of the acquisition of Direct Drive Systems, Inc. by the Company. Notwithstanding any provision of the Plan to the contrary, except for transferred Roth elective contributions described immediately above, Roth Elective Contributions are not permitted to be made to the Plan.
5. The defined term “Roth Elective Contribution Account” is hereby added to Article I of the Plan and shall read as follows:
Roth Elective Contribution Account means the account maintained as to each eligible Participant, to which Roth Elective Contributions are held for each eligible Participant, and to which all earnings and losses attributable thereto it, are allocated.
6. Section 4.1 of the Plan is hereby amended in its entirety to read as follows:
 
 	4.1	Vesting in After-Tax, Company Safe Harbor Matching, Pre-Tax, Rollover and Roth Elective Contributions Accounts	
A Participant is always 100% vested in the balance of his or her After-Tax Contribution Account, Company Safe Harbor Matching Contribution Account, Pre-Tax Contribution Account, Rollover Contribution Account, and Roth Elective Contribution Account.
7. Section 4.2.4 of the Plan is hereby added to the Plan to read as follows:
A Participant who immediately prior to closing of the Company’s acquisition of Direct Drive Systems, Inc. on October 30, 2009, was an employee of Direct Drive Systems, Inc. shall at all times be fully vested in the Participant’s Company Contribution Account.
8. Section 5.3 of the Plan is hereby amended in its entirety to read as follows:
 
 	5.3	Distribution of Amounts held in a Participant’s Company Safe Harbor Matching Contribution Account, Pre-Tax Contribution Account and Roth Elective Contribution Account.	
Notwithstanding any Plan provisions to the contrary, amounts held in a Participant’s Company Safe Harbor Matching Contribution Account, Pre-Tax Contribution Account and Roth Elective Contribution Account are not distributable earlier than upon:
 
3

 	(1)	the Participant’s severance from employment. Notwithstanding anything herein to the contrary, a severance from employment shall not occur when an individual changes status from an Eligible Employee to a Leased Employee;	
 
 	(2)	the Participant’s death;	
 
 	(3)	the Participant’s Disability;	
 
 	(4)	the Participant’s attainment of age 59-1/2;	
 
 	(5)	with respect to a Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account only, the proven financial hardship of the Participant as described in Section 6.6.3; or	
 
 	(6)	the termination of the Plan without the “employer” maintaining an “alternative defined contribution plan” at any time during the period beginning on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Such a distribution must be made in a “lump sum.” For purposes of this Section, the terms “employer,” “alternative defined contribution plan,” and “lump sum” are as defined under Treasury Regulation Section 1.401(k)-1(d)(4).	
9. The heading for Article VI is hereby amended in its entirety to read “Forms of Benefit, In-Service Withdrawals and Loans.”
10. Section 6.5.4 is hereby added to the Plan to read as follows:
6.5.4 A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of Roth Elective Contributions which are not included in gross income. However, such portion may be transferred only to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under Section 402(c) of the Code. In addition, if any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account described in Section 402A of the Code, an “eligible retirement plan” with respect to such portion shall include only another designated Roth account and a Roth IRA.
11. Section 6.6.2(h) of the Plan is hereby amended in its entirety to read as follows:
 
 	(h)	all of the current value of vested Company Contributions made prior to June 1, 2010, Company Nonelective Contributions made prior to June 1, 2010, and FMC contributions made as to After-Tax Contributions he or she made to the Plan or FMC Plans after December 31, 1986 and prior to June 1, 2010.	
 
4

12. The introductory paragraph to Section 6.6.3 of the Plan is hereby amended in its entirety to read as follows:
An active Participant may make a hardship withdrawal from his or her Pre-Tax Contribution Account, Roth Elective Contribution Account or Rollover Contribution Account, as elected by the Participant, if he or she demonstrates to the Administrator that the withdrawal is necessary to satisfy the Participant’s immediate and heavy financial need. A hardship withdrawal cannot exceed 100% of the combined total amount of such Participant’s Pre-Tax Contribution Account, Roth Elective Contribution Account and Rollover Contribution Account (excluding adjustment for any income credited to such Participant’s Pre-Tax Contribution Account, Roth Elective Contribution Account and Rollover Contribution Account) at the date of the withdrawal. In addition, the minimum hardship withdrawal permitted is $500, or, if less, the combined total amount of a Participant’s Pre-Tax Contribution Account, Roth Elective Contribution Account and Rollover Contribution Account (excluding adjustment for any income credited to such Participant’s Pre-Tax Contribution Account, Roth Elective Contribution Account and Rollover Contribution Account) at the date of withdrawal.
13. Section 6.6.7 is hereby added to the Plan to read as follows:
Loans are not permitted to be made from a Participant’s Roth Elective Contribution Account.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed by a duly authorized representative this 28th day of May, 2010.

FMC Technologies, Inc.	
 	 	
By:	 	/s/ Mark J. Scott	
Its:	 	Vice President, Administration	
 
5

Exhibit 10.2
THIRD AMENDMENT
OF
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
WHEREAS, FMC Technologies, Inc. (the “Company”) maintains the FMC Technologies, Inc. Savings and Investment Plan, as amended and restated effective January 1, 2002 (the “Plan);
WHEREAS, the Company desires to amend the Plan to reflect the merger of the assets and liabilities of the Technisys, Inc. Retirement Plan with and into the Plan, effective as of midnight December 31, 2010, as a result of the Company’s prior acquisition of Technisys, Inc.; and
WHEREAS, the Third Amendment will supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;
NOW, THEREFORE, by virtue of the authority reserved to the Company by Section 12.1 of the Plan, the Plan is hereby amended as follows, effective as of midnight December 31, 2010:
1. The following text is hereby added to the Plan to read as follows:
MERGER INTO PLAN
Effective as of midnight December 31, 2010, the assets and liabilities of the Technisys, Inc. Retirement Plan (the “Technisys Plan”) are hereby merged with and into the Plan. In accordance with Section 414(l) of the Code, the benefit each Participant would receive if the Plan were terminated immediately after the merger is not less than the benefit such Participant would have received if the Plan (or the Technisys Plan) had terminated immediately before the merger. The merger and corresponding transfer of assets and liabilities from the Technisys Plan to the Plan shall be accomplished in a manner that complies with Section 414(l) of the Code and Treasury regulations promulgated thereunder, the protected benefit rules under Section 411(d)(6) of Code and Treasury regulations promulgated thereunder and all other applicable laws.
2. Section 4.2.5 of the Plan is hereby added to the Plan to read as follows:

A Participant whose accounts were transferred from the Technisys, Inc. Retirement Plan into the Plan, effective as of midnight December 31, 2010, shall at all times be fully vested in all of the Participant’s Accounts under the Plan.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed by a duly authorized representative this 20th day of December, 2010.

FMC Technologies, Inc.	
 	 	
By:	 	/s/ Mark S. Scott	
Its:	 	Vice President, Administration	
Firmwide: 99257485.1 042176.1148
 
2

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, John T. Gremp, certify that:
 
1.	I have reviewed this quarterly report on Form 10-Q of FMC Technologies, Inc. (the “registrant”);	
 
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 
 	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 
 	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 
 	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: July 29, 2011

/s/ John T. Gremp	
John T. Gremp	
President and Chief Executive Officer
(Principal Executive Officer)	

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, William H. Schumann, III, certify that:
 
1.	I have reviewed this quarterly report on Form 10-Q of FMC Technologies, Inc. (the “registrant”);	
 
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 
 	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 
 	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 
 	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: July 29, 2011

/s/ William H. Schumann, III	
William H. Schumann, III	
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	

Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002, 18 U.S.C. 1350
I, John T. Gremp, President and Chief Executive Officer of FMC Technologies, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2011, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 29, 2011

/s/ John T. Gremp	
John T. Gremp	
President and Chief Executive Officer
(Principal Executive Officer)	

Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002, 18 U.S.C. 1350
I, William H. Schumann, III, Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2011, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 29, 2011

/s/ William H. Schumann, III	
William H. Schumann, III	
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)