AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 2001     

REGISTRATION NO. 333-55920     
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1     

TO     
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

FMC TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                      3533                   36-4412642
(STATE OR OTHER      (PRIMARY STANDARD INDUSTRIAL    (I.R.S. EMPLOYER
JURISDICTION OF      CLASSIFICATION CODE NUMBER)  IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

WILLIAM H. SCHUMANN III
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FMC TECHNOLOGIES, INC.
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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

COPIES TO:
STEPHEN F. GATES, ESQ.    ANDREW R. BROWNSTEIN, ESQ.  JAMES M. PRINCE, ESQ.
FMC CORPORATION     WACHTELL, LIPTON, ROSEN & KATZVINSON & ELKINS L.L.P.
200 EAST RANDOLPH DRIVE      51 WEST 52ND STREET      2300 FIRST CITY TOWER
CHICAGO, ILLINOIS 60601       NEW YORK, NY 10019        1001 FANNIN STREET
(312) 861-6000              (212) 403-1000      HOUSTON, TEXAS 77002-6760
(713) 758-2222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.

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

EXPLANATORY NOTE     

This registration statement contains two forms of prospectus to be used
in connection with the offering of common stock, par value $.01 per share, of
FMC Technologies, Inc.: one to be used in connection with an underwritten
offering of the common stock in the United States and Canada and one to be used
in a concurrent international offering of the common stock. The U.S. prospectus
for the offering in the United States and Canada follows immediately after this
explanatory note. After the U.S. prospectus are the alternate pages for the
international prospectus. A copy of the complete U.S. prospectus and
international prospectus in the forms in which they are used after
effectiveness will be filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended.     

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY +
+NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE     +
+SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN    +
+OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE +
+SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED APRIL 4, 2001     

PROSPECTUS

11,050,000 SHARES     

FMC TECHNOLOGIES, INC.

COMMON STOCK

-----------

This is FMC Technologies, Inc.'s initial public offering. FMC Technologies
is selling all of the shares. The U.S. underwriters are offering 8,840,000
shares in the U.S. and Canada, and the international managers are offering
2,210,000 shares outside the U.S. and Canada.     

We expect the public offering price to be between $18 and $22 per share.
Currently, no public market exists for the shares. After pricing of the
offering, we expect that the shares will trade on the New York Stock Exchange
under the symbol "FTI."     

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 10 OF THIS PROSPECTUS.

-----------

PER SHARE TOTAL
--------- -----

Public offering price.............................           $       $
Underwriting discount....................................    $       $
Proceeds, before expenses, to FMC Technologies...........    $       $

The U.S. underwriters may also purchase up to an additional 1,326,000
shares from FMC Technologies at the public offering price, less the
underwriting discount, within 30 days from the date of this prospectus to cover
over-allotments. The international managers may similarly purchase up to an
additional 331,500 shares from FMC Technologies.     

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

The shares will be ready for delivery on or about            , 2001.

-----------

MERRILL LYNCH & CO.

CREDIT SUISSE FIRST BOSTON

SALOMON SMITH BARNEY     

BANC OF AMERICA SECURITIES LLC     

-----------

The date of this prospectus is           , 2001.

[GRAPHIC: DEPICTION OF ENERGY SYSTEMS' SYSTEMS DEPLOYED OFFSHORE IN SURFACE AND
SUBSEA APPLICATIONS]     

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.......................................................   1
Risk Factors.............................................................  10
Cautionary Statement Regarding Forward-Looking Information...............  21
Use of Proceeds..........................................................  22
Dividend Policy..........................................................  22
Capitalization...........................................................  23
Selected Historical Combined Financial Data..............................  24
Unaudited Pro Forma Financial Information................................  26
Management's Discussion and Analysis of Financial Condition and Results
of Operations...........................................................  29
Business.................................................................  39
Management...............................................................  53
Arrangements Between FMC Technologies and FMC Corporation................  68
Principal Stockholder....................................................  77
Description of Capital Stock.............................................  78
Shares Eligible for Future Sale..........................................  83
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our
Common Stock............................................................  85
Underwriting.............................................................  88
Legal Matters............................................................  93
Experts..................................................................  93
Where You Can Find More Information......................................  93
Index to Combined Financial Statements................................... F-1

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

You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date on
the front cover of this prospectus or other date stated in this prospectus. Our
business, financial condition, results of operations and prospects may have
changed since that date.

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

FMC Technologies, Inc., the logo and other trademarks, trade names and
service marks of FMC Technologies mentioned in this prospectus, including
Jetway(R), are the property of, or are licensed by, FMC Technologies, FMC
Corporation or a subsidiary of FMC Technologies or FMC Corporation.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. This summary does not contain all of the information that you
should consider before investing in our common stock. You should read the
entire prospectus carefully, especially the risks of investing in our common
stock discussed under "Risk Factors" and combined financial statements and
related notes. The terms "we," "us," "our" and "FMC Technologies" refer to the
issuer in this offering and our predecessor, the Energy Systems and Specialty
Systems businesses of FMC Corporation. The term "FMC Corporation" refers to FMC
Corporation, a Delaware corporation. This prospectus gives effect to the
expected execution of intercompany agreements between FMC Technologies and FMC
Corporation. Unless we specifically state otherwise, the information in this
prospectus does not take into account the possible issuance of up to 1,657,500
additional shares of our common stock, which the underwriters have the option
to purchase from us solely to cover over-allotments.     

OUR COMPANY

We design, manufacture and service technologically sophisticated systems
and products for our customers through our Energy Systems and Specialty Systems
segments. Energy Systems is a leading supplier of systems and services used in
the offshore, particularly deepwater, exploration and production of crude oil
and natural gas. Specialty Systems provides technologically advanced handling
and processing systems to industrial customers. During the year ended December
31, 2000, we generated $1,875.2 million of revenue, after intercompany
eliminations. In the year 2000, Energy Systems generated $1,037.3 million of
revenue, resulting in a 14.5% compound annual growth rate since 1994, and
Specialty Systems generated $839.5 million of revenue, resulting in an 8.5%
compound annual growth rate over the same period.     

Energy Systems is a global leader in the provision of subsea drilling and
production systems, including subsea tree systems that control the flow of
crude oil and natural gas from the well, systems for floating production
solutions and surface drilling and production systems, to oil and gas companies
involved in the exploration and production of crude oil and natural gas. Many
of the systems that we provide are for use in the exploration, development and
production of crude oil and natural gas reserves located in technologically
challenging deepwater environments, which involve water depths of greater than
1,000 feet. Worldwide exploration and production spending is expected to
increase an estimated 19.1% in 2001 to approximately $103.2 billion. More
specifically, an external industry survey published in early 2000 projected
that subsea tree installations would increase at a compound annual growth rate
of 17.0% between 2000 and 2004.     

We are also a leading provider of specialized systems and products to
customers involved in the transportation and processing of crude oil, natural
gas and refined petroleum-based products.     

In subsea systems, our largest business area:

.  We are a major supplier of subsea tree systems and associated services
to six of the eight companies that are projected to be the most active
developers of subsea oil and gas over the next five years based on
projected subsea tree installations. Those six companies are BP Amoco
p.l.c., ExxonMobil Corporation, Petroleo Brasileiro S.A., Shell
Exploration and Production Company (USA), Statoil A.S. and Total Fina
Elf S.A.     

.  Since 1995, we have installed, or been awarded contracts for the
installation of, more subsea tree systems than any other manufacturer.

.  We set six of the ten water depth records established since 1987 for
subsea tree installations.

Although trends in the demand for and price of crude oil and natural gas
affect oil and gas industry activity and expenditure levels and thereby the
demand for Energy Systems' systems and services, short-term     

1

market cycles and volatile commodity prices generally have affected Energy
Systems' financial performance less than the financial performance of companies
operating in other sectors of the oilfield services industry. We believe that,
due to their long lead times and high potential returns, the deepwater projects
in which our systems are used typically are not the marginal projects that are
more likely to be subject to cancellation or delay during periods of low crude
oil and natural gas prices. In addition, we believe that Energy Systems is less
capital intensive than companies operating in other sectors of the oilfield
services industry due to factors such as high engineering content, outsourcing
of certain low value-added manufacturing and advance payments received from
customers.     

Specialty Systems is a leading supplier of specialized handling and
processing systems and services to industrial companies. We design, manufacture
and service technologically sophisticated food handling and processing systems
used for, among other things, convenience food preparation and citrus juice
extraction for food processors such as Nestle S.A., Tyson Foods, Inc. and
Cargill, Incorporated. In addition, we design, manufacture and service
technologically advanced ground support equipment and systems for airlines,
airports and air freight companies, such as United Airlines, Inc., Delta Air
Lines, Inc. and FedEx Corporation. Our products include citrus juice extraction
and commercial freezing systems, as well as air cargo loaders and Jetway(R)
brand passenger boarding bridges.     

We are a leading supplier of many of these systems and services:

.  We estimate that our equipment processes approximately 75% of the
global production of orange juice, freezes approximately 50% of
commercially frozen foods on a global basis and sterilizes a
significant portion of the world's canned foods.

.  We invented airline passenger boarding bridges and remain the leading
supplier of this product. We believe that we also have the largest
installed base of air cargo loaders.

OUR INDUSTRIES

The primary factor influencing demand for the exploration and production
systems and services that we provide is the level of exploration and production
spending by oil and gas companies, particularly with respect to offshore
activities worldwide. Exploration and production spending levels, in turn,
depend primarily on current and anticipated future crude oil and natural gas
prices, production volumes and oil and gas company operating costs.

Worldwide spending for the exploration and production of crude oil and
natural gas is expected to increase an estimated 19.1% in 2001. More
specifically, subsea tree installations are projected to increase at a compound
annual growth rate of 17.0% between 2000 and 2004.     

In addition, exploration and production companies are increasingly
focusing their efforts on more remote deepwater areas where geological
formations have been less explored. The recent and anticipated increase in
exploration and production activity in deepwater areas is evidenced by:

.  an increase in major oil and gas company spending for deepwater
exploration and production from approximately 23% of total exploration
and production budgets in 1994 to approximately 50% in 2000;

.  since 1994, the addition of 41 new drilling rigs that are capable of
operating in water depths greater than 5,000 feet at a typical cost of
between $160 million and $380 million per rig, representing
approximately a six-fold increase from 1994 levels of drilling rigs
with equivalent water depth capabilities; and

.  an increase in the number of deepwater crude oil and natural gas
discoveries, from 16 in 1994 to 68 in 1999.

2

The reduction in development costs of crude oil and natural gas and the
development of efficient technological solutions in response to the extreme
environmental and logistical challenges posed by deepwater have been, and we
believe will continue to be, major factors influencing the growth of the subsea
oilfield services industry. Also, consolidation among oil and gas companies,
and the resulting cost cutting initiatives, have led oil and gas companies to
outsource more functions that they previously performed internally. These
factors have driven three principal ongoing trends:

.  technological improvements and refined installation techniques;

.  growth in the use of subsea systems and services; and

.  delivery of more integrated systems of related products and services
for subsea developments.

As with the exploration and production industry, the primary industries
that Specialty Systems serves--food processing and air transportation--are also
undergoing change.

.  Demand in several segments of the convenience food industry that we
serve is expected to continue to grow. For example, worldwide retail
sales of frozen ready-meals are forecast to increase at a compound
annual rate of 4.5% through 2005.

.  Food retailers are consolidating and increasing their purchasing
power. In response, our food processing customers are seeking
technologically sophisticated integrated systems and services like
those we provide to maximize the efficiency of their operations while
maintaining high standards of food safety.     

.  The worldwide fleet of airplanes is expected to grow at a compound
annual rate of 4.3% through 2019.

.  The airline industry has become increasingly consolidated through
mergers and alliances. For example, five alliances currently represent
approximately 50% of total worldwide passenger traffic.

We believe that these trends will continue to result in food processors,
airlines, airports and air freight companies outsourcing an increasing amount
of non-core services and seeking suppliers to provide integrated systems and
products that are technologically advanced, cost-efficient and supported by
extensive service capabilities.

OUR GROWTH STRATEGY

We intend to pursue a growth strategy based on maintaining leading
positions in our markets by providing differentiated technological solutions
for our customers and capitalizing on our extensive customer relationships.

From 1994 to 2000, Energy Systems' revenue and segment operating profit
increased at compound annual rates of 14.5% and 31.8%, respectively. During
that same period, Specialty Systems' revenue and segment operating profit
increased at compound annual rates of 8.5% and 25.3%, respectively.

We believe that growth in Energy Systems is based upon our ability to
supply the integrated systems required by the high-growth deepwater sector of
the exploration and production industry. We expect that demand for these
systems will continue to increase as exploration and production of crude oil
and natural gas in technologically challenging deepwater and remote areas
increases. In addition to benefiting from the expected growth in the business
areas we serve, we intend to pursue select, complementary acquisitions and the
following internal growth strategy:

3

.  FOCUS ON TECHNOLOGICAL INNOVATION. We have increased Energy Systems'
research and development spending by a compound annual rate of 15.7%
from 1994 to 2000 to $33.8 million in 2000. We believe that our
technological innovations have optimized product performance and led
to breakthrough installation techniques, yielding substantial cost
savings that have helped to make deepwater production and development
of smaller fields an economic reality.

.  DEVELOP AND MAINTAIN ALLIANCES WITH KEY CUSTOMERS. We intend to expand
our current alliances and form new alliances with other companies
active in the oil and gas industry. Our current key subsea alliance
customers include Agip Exploration and Production, which is a
subsidiary of ENI S.p.A., BP Amoco, Norsk Hydro Production, A.S.,
Shell Exploration and Production, Statoil and Unocal Corporation.     

.  PROVIDE A BROAD PACKAGE OF SYSTEMS AND SERVICES. We intend to develop
and acquire additional systems and services that complement our
current offerings and leverage our worldwide infrastructure in order
to continue to provide integrated solutions to our customers'
exploration and production needs through a single-source package of
related systems and services.     

We believe Specialty Systems' historical growth resulted from providing
technology-based systems and products for food processing and air
transportation companies. In addition to benefiting from the expected growth in
many of the industry segments we serve, we intend to continue to broaden the
scope of systems, equipment and services that we provide. We further intend to
leverage our large installed base of products and systems to enhance customer
relationships, generate new business and grow our aftermarket equipment and
services operations. From 1994 to 2000, Specialty Systems' aftermarket revenue
increased at a compound annual rate of approximately 10.9%. We intend to
continue to develop our aftermarket business by providing retrofits to
accommodate changing operating requirements and by providing continuous,
proactive service, including in some cases by placing our personnel at the
operating sites of our customers.

4

OUR RELATIONSHIP WITH FMC CORPORATION

We are currently a wholly owned subsidiary of FMC Corporation, which, in
addition to our operations, is a diversified producer of industrial chemicals,
specialty chemicals and agricultural products. After the completion of this
offering, FMC Corporation will own approximately 82.3% of our outstanding
common stock, or 80.3% if the underwriters exercise their over-allotment option
in full.     

FMC Corporation has advised us that it currently intends to distribute
its remaining ownership interest in us to common stockholders of FMC
Corporation. If completed, the distribution, as previously announced, is
expected to take the form of a spin-off in which FMC Corporation distributes
all of our common stock that it owns through a special dividend to FMC
Corporation common stockholders. If circumstances change, FMC Corporation may
distribute its remaining ownership interest in us through an exchange offer by
FMC Corporation, in which its common stockholders would be offered the option
of tendering some or all of their shares in exchange for our common stock, and
a subsequent spin-off of FMC Corporation's remaining ownership interest in us.
FMC Corporation has advised us that it does not intend to complete the
distribution unless it receives a favorable tax ruling from the Internal
Revenue Service as to the tax-free nature of the distribution for U.S. federal
income tax purposes and the final approval of the Board of Directors of FMC
Corporation, among other conditions. FMC Corporation has also advised us that
it currently anticipates that this distribution will occur by the end of
calendar year 2001.

FMC Corporation has advised us that the final determination as to the
completion, timing, structure and terms of the distribution will be based on
financial and business considerations and prevailing market conditions. In
addition, FMC Corporation has advised us that, as permitted by the separation
and distribution agreement, it will not complete the distribution if its Board
of Directors determines that the distribution is not in the best interests of
FMC Corporation and its stockholders. FMC Corporation has the sole discretion
to determine whether or not to complete the distribution and, if it decides to
complete the distribution, to determine the timing, structure and terms of the
distribution.

We believe that we will realize benefits from our separation from FMC
Corporation, including the following:

.  MORE FOCUSED, ENTREPRENEURIAL APPROACH. As a smaller company with
fewer business units and a Board of Directors and management team
focused on our business, we expect to be in a better position to grow
our business areas and serve our customers more effectively through
quicker decision making, more efficient deployment of resources,
increased operational agility and enhanced responsiveness to customers
and markets.

.  BETTER MARKET RECOGNITION OF THE VALUE OF OUR BUSINESS. As a separate,
stand-alone company, we will offer a more focused investment
opportunity in Energy Systems and Specialty Systems than that
currently presented by a diversified FMC Corporation. We expect that
this will promote a more efficient equity valuation of our business
than if we were to be valued as a part of a larger, diversified
company.

.  INCENTIVES FOR EMPLOYEES MORE DIRECTLY LINKED TO OUR PERFORMANCE. We
expect to enhance our employees' motivation and to strengthen our
management's focus through incentive compensation programs tied to the
market performance of our common stock. The separation will enable us
to offer our employees compensation more directly linked to the
performance of our business than when we were a part of FMC
Corporation, which we expect will enhance our ability to attract and
retain qualified personnel.

5

.  INCREASED ABILITY TO PURSUE STRATEGIC ACQUISITIONS. With enhanced
market recognition of the value of our businesses, we expect to be
better positioned to pursue strategic acquisitions to grow our
businesses.

Prior to this offering, we will enter into agreements with FMC
Corporation related to the separation of our business operations from FMC
Corporation. These agreements provide for, among other things, the transfer
from FMC Corporation to us of assets, and the assumption by us of liabilities,
primarily relating to our business. At the closing of this offering, the
transfer of assets and liabilities in the United States will be complete, and
the foreign transfers of assets and liabilities will be substantially complete.
For more information regarding the assets and liabilities to be transferred to
us, see "Arrangements Between FMC Technologies and FMC Corporation" and our
combined financial statements and the notes to those statements that are
included elsewhere in this prospectus.

The agreements between FMC Corporation and us also will govern our
various interim and ongoing relationships. All of the agreements relating to
the separation were made in the context of a parent-subsidiary relationship and
were negotiated in the overall context of the separation from FMC Corporation.
The terms of these agreements may be more or less favorable to us than if they
had been negotiated with unaffiliated third parties. See "Risk Factors--Risks
Related to Our Relationship with FMC Corporation" and "Arrangements Between FMC
Technologies and FMC Corporation."

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

We were incorporated on November 13, 2000 as a wholly owned subsidiary of
FMC Corporation. Our principal executive offices are located at 200 East
Randolph Drive, Chicago, Illinois 60601, and our telephone number is (312) 861-
6000.

6

THE OFFERING

Common stock offered by FMC Technologies:

U.S. offering..........  8,840,000 shares
International            2,210,000 shares
offering..............
--------------------
Total.................. 11,050,000 shares
Shares to be held by FMC
Corporation
after the offering........ 53,505,000 shares

Shares outstanding after
the offering.............. 65,000,000 shares

Use of proceeds............ We estimate that our net proceeds from this
offering without the exercise of the over-
allotment option will be approximately $205.0
million. We intend to use these estimated net
proceeds to pay off all borrowings outstanding
under a $200 million 180-day revolving credit
facility and a portion of the borrowings
outstanding under the $150 million 364-day
revolving credit facility, both of which we will
assume from FMC Corporation in connection with
this offering. Our use of proceeds is more fully
described under "Use of Proceeds."

Risk factors............... See "Risk Factors" and other information included
in this prospectus for a discussion of factors you
should carefully consider before deciding to
invest in shares of our common stock.

Proposed New York Stock
Exchange symbol........... "FTI"

The number of shares of our common stock to be outstanding after this
offering includes an estimated 445,000 shares of our restricted stock that we
expect to issue in connection with this offering to replace all shares of FMC
Corporation restricted stock that will vest prior to January 1, 2003 held by
our employees. The estimated number of shares of our restricted stock to be
issued in respect of FMC Corporation restricted stock in connection with this
offering is based on the number of shares of FMC Corporation restricted stock
that would have been replaced had this offering occurred on March 30, 2001, the
closing price per share of FMC Corporation common stock of $73.64 on March 30,
2001 and the assumed offering price per share of our common stock in this
offering of $20.00. See "Management--Treatment of FMC Corporation Restricted
Stock."     

The number of shares of our common stock to be outstanding after this
offering listed above does not include options that we expect to grant in
connection with the offering or FMC Corporation restricted stock or options
that we expect to replace with our stock awards in connection with the
distribution. In connection with the offering, we expect to grant options to
employees and directors to purchase an aggregate of approximately 2,250,000
shares of our common stock at an exercise price equal to the initial public
offering price. See "Management--Incentive Plans--The Stock Plan" and
"Management--Executive Compensation." In connection with the distribution, we
will replace FMC Corporation options held by our employees and a portion of the
FMC Corporation options held by our directors with options to acquire our
common stock. See "Management--Treatment of FMC Corporation Options." We will
also replace all remaining FMC Corporation restricted stock held by our
employees and not replaced in connection with this offering and a portion of
the FMC Corporation restricted stock held by our directors with our restricted
stock in connection with the distribution. See "Management--Treatment of FMC
Corporation Restricted Stock."     

7

SUMMARY HISTORICAL COMBINED FINANCIAL DATA

The following table presents summary historical and pro forma combined
financial data for FMC Technologies for the periods and dates indicated. The
information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our historical combined financial statements and notes to those statements
included elsewhere in this prospectus. The combined operating results data for
the years ended December 31, 1998, 1999 and 2000 and the combined balance sheet
data as of December 31, 1999 and 2000 are derived from, and are qualified by
reference to, our audited combined financial statements included elsewhere in
this prospectus. The combined operating results data for the years ended
December 31, 1996 and 1997 are derived from our unaudited combined financial
data that are not included in this prospectus. The unaudited pro forma
financial information gives effect to specified transactions as if those
transactions had been consummated on January 1, 2000 or December 31, 2000, as
described in "Unaudited Pro Forma Financial Information."

The historical combined financial information has been carved out from
the consolidated financial statements of FMC Corporation using the historical
results of operations and bases of the assets and liabilities of the
transferred businesses and gives effect to allocations of expenses from FMC
Corporation. Our historical combined financial information may not be
indicative of our future performance and does not necessarily reflect what our
financial position and results of operations would have been had we operated as
a separate, stand-alone entity during the periods presented.

YEAR ENDED DECEMBER 31,
----------------------------------------------------
1996       1997       1998       1999       2000
----------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE DATA)

COMBINED STATEMENTS OF INCOME
DATA:
Revenue.......................  $ 1,689.7  $ 2,031.6  $ 2,185.5  $ 1,953.1  $1,875.2
Cost of sales or services.....    1,312.9    1,551.1    1,669.3    1,479.8   1,421.1
Selling, general and
administrative expenses......      299.9      324.1      337.8      302.4     291.2
Research and development......       41.5       46.7       50.7       51.8      56.7
Asset impairments.............        --        27.0        --         6.0       1.5
Restructuring and other
charges......................        --        27.9        --         3.6       9.8
Interest expense (income),
net..........................        2.8        3.8        1.9       (0.5)      4.3
---------  ---------  ---------  ---------  --------
Income from continuing
operations before income
taxes........................       32.6       51.0      125.8      110.0      90.6
Provision for income taxes....        5.4       34.1       38.6       33.5      22.7
---------  ---------  ---------  ---------  --------
Income from continuing
operations...................  $    27.2  $    16.9  $    87.2  $    76.5  $   67.9
=========  =========  =========  =========  ========
Net income....................  $    35.0  $    16.9  $    87.2  $    71.0  $   67.9
=========  =========  =========  =========  ========
Pro forma unaudited as adjusted diluted earnings per common share from
continuing operations (1).............................................     $   0.89
========
OTHER FINANCIAL DATA:
Depreciation..................  $    48.1  $    48.9  $    49.0  $    46.2  $   41.2
Amortization..................       16.3       18.6       17.6       16.1      17.9
EBITDA from continuing
operations (2)...............       99.8      122.3      194.3      171.8     154.0
Capital expenditures..........       93.5       66.3       59.4       40.9      43.1
Cash flows provided by (used
in):
Operating activities of
continuing operations.......     (270.1)     268.9      196.2      154.3       9.5
Investing activities.........      (64.2)     (33.1)    (128.6)      (6.5)     63.4
Financing activities.........      328.3     (237.9)     (65.2)    (135.5)    (90.4)
Order backlog (at year end)
(3)..........................      923.0      988.8    1,133.9      840.6     644.3
Average segment operating
capital employed (4).........      998.1    1,062.4      917.8      832.8     868.4

DECEMBER 31, 2000
----------------------
PRO FORMA
HISTORICAL AS ADJUSTED
---------- -----------
(IN MILLIONS)

COMBINED BALANCE SHEET DATA:
Working capital..........................................  $  127.9   $  103.5
Total assets.............................................   1,373.7    1,373.7
Total long-term debt.....................................       --       250.0
Stockholder's equity.....................................     642.0      367.6

8

--------

(1) Our historical capital structure is not indicative of our prospective
capital structure and, accordingly, historical earnings per share
information has not been presented. Pro forma unaudited as adjusted diluted
earnings per common share from continuing operations is computed using
unaudited pro forma as adjusted income from continuing operations divided
by 65,117,249, which for pro forma diluted earnings per share purposes is
the assumed number of shares of our common stock outstanding after this
offering. This share amount is calculated assuming that (a) prior to the
offering 53,505,000 shares of our common stock are outstanding, (b)
11,050,000 shares are sold in this offering and (c) the pro forma dilutive
effect of our restricted stock to be issued to our employees in replacement
of FMC Corporation restricted stock is 562,249 shares, calculated based on
the weighted average number of shares of FMC Corporation restricted stock
outstanding at any time during 2000 and vesting prior to January 1, 2003
and using FMC Corporation's average 2000 stock price and our assumed
offering price of $20.00 per share.     

(2) EBITDA from continuing operations consists of income from continuing
operations before interest and income taxes plus depreciation of property,
plant and equipment and amortization of other long-term assets, primarily
intangibles of acquired companies. EBITDA from continuing operations is not
a measure of financial performance under generally accepted accounting
principles. You should not consider it in isolation from, or as a
substitute for, net income or cash flow measures prepared in accordance
with generally accepted accounting principles or as a measure of
profitability or liquidity. Additionally, our EBITDA from continuing
operations calculation may not be comparable to other similarly titled
measures of other companies. We have included EBITDA from continuing
operations as a supplemental disclosure because it may provide useful
information regarding our ability to service debt and to fund capital
expenditures. Our ability to service debt and fund capital expenditures in
the future, however, may be affected by other operating or legal
requirements.     

(3) Order backlog is calculated as the estimated sales value of unfilled,
confirmed customer orders at the reporting date.     

(4) Average segment operating capital employed is a two-point average of
segment operating capital employed as of the beginning and end of the year.
Segment operating capital employed represents segment assets less segment
liabilities. Segment assets exclude corporate and other assets, which are
principally cash equivalents, last-in, first-out inventory reserves,
deferred income tax benefits, intercompany eliminations, property, plant
and equipment not attributable to a specific segment and credits relating
to the sale of receivables. Segment liabilities exclude substantially all
debt, income taxes, pension and other postretirement benefit liabilities,
restructuring reserves, intercompany eliminations, reserves for
discontinued operations and deferred gains on the sale and leaseback of
equipment. Average segment operating capital employed is not a measure of
financial position under generally accepted accounting principles. You
should not consider it in isolation from, or as a substitute for,
stockholder's equity prepared in accordance with generally accepted
accounting principles or as a measure of financial position. Our management
views average segment operating capital employed as a primary measure of
segment capital.     

9

RISK FACTORS

You should carefully consider the following risks and the other
information contained in this prospectus, including the combined financial
statements and related notes, before investing in our common stock. If any of
the events described below were to occur, our business, prospects, financial
condition, results of operations or cash flow could be materially adversely
affected. In that case, the trading price of our common stock could decline,
and you could lose all or part of your investment.

INDUSTRY-RELATED RISKS

DEMAND FOR ENERGY SYSTEMS' SYSTEMS AND SERVICES DEPENDS ON OIL AND GAS INDUSTRY
ACTIVITY AND EXPENDITURE LEVELS, WHICH ARE DIRECTLY AFFECTED BY TRENDS IN THE
DEMAND FOR AND PRICE OF CRUDE OIL AND NATURAL GAS.

Energy Systems is substantially dependent on conditions in the oil and
gas industry and that industry's willingness and ability to spend capital on
the exploration for and development of crude oil and natural gas. Any
substantial or extended decline in these expenditures may result in the reduced
discovery and development of new reserves of crude oil and natural gas, which
could adversely affect demand for Energy Systems' systems and services. The
level of these capital expenditures is generally dependent on current and
anticipated crude oil and natural gas prices, which have been characterized by
significant volatility in recent years. Crude oil and natural gas prices are
affected by many factors, including:

.  the level of exploration and production activity;

.  worldwide economic activity;

.  interest rates and the cost of capital;

.  environmental regulation;

.  the policies of national governments with respect to energy and crude
oil and natural gas exploration and production, including taxation
and other related legislation;

.  actions taken by, and effectiveness of coordination among, members of
the Organization of Petroleum Exporting Countries, or OPEC;

.  the cost of producing crude oil and natural gas;

.  the cost of developing alternative energy sources;

.  weather conditions; and

.  technological advances.

DEMAND FOR SPECIALTY SYSTEMS' SYSTEMS AND SERVICES IS SIGNIFICANTLY DEPENDENT
UPON OUR CUSTOMERS' EXPENDITURES FOR CAPITAL EQUIPMENT, AND A PROLONGED,
SUBSTANTIAL REDUCTION IN THOSE EXPENDITURES COULD ADVERSELY AFFECT THE DEMAND
FOR OUR SYSTEMS AND SERVICES.

Specialty Systems is greatly affected by changes in the levels of
expenditures by food processing companies and air transportation companies for
capital equipment. These changes are influenced by a number of factors, many of
which are beyond our control, such as our customers' overall profitability.
Other factors influencing food processing companies' expenditures for capital
equipment include the demand for processed and frozen foods, conditions in the
agricultural sector affecting food prices and public perception of food safety
and contamination. In the air transportation industry, the level of
expenditures for capital equipment depends on, among other factors, jet fuel
prices, the level of passenger and air freight activity and changes in foreign
and domestic regulation of the air transportation industry. If these
expenditures by our customers decline, Specialty Systems may experience reduced
demand for its systems and services. A prolonged or widespread reduction in the
demand for Specialty Systems' systems and services could have a significant
adverse impact on our results of operations or our financial condition.

10

WE MAY LOSE MONEY ON FIXED-PRICE CONTRACTS.

As is customary for several of the business areas in which we operate,
many of our long-term contracts with our customers are performed on a fixed-
price basis. Under these contracts, we are typically responsible for all cost
overruns, other than the amount of any cost overruns resulting from requested
changes in order specifications. Our actual costs and any gross profit realized
on these fixed-price contracts will often vary from the estimated amounts on
which these contracts were originally based. This may occur for various
reasons, including:

.  errors in estimates or bidding;

.  changes in availability and cost of labor and materials; and

.  variations in productivity from our original estimates.

These variations and the risks inherent in our projects may result in
reduced profitability or losses on projects. Depending on the size of a
project, variations from estimated contract performance could have a
significant impact on our operating results.

THE INDUSTRIES IN WHICH WE OPERATE OR HAVE OPERATED EXPOSE US TO POTENTIAL
LIABILITIES THAT MAY NOT BE COVERED BY INSURANCE.

Energy Systems is subject to inherent risks, such as equipment defects,
malfunctions and failures, equipment misuse and natural disasters that can
result in uncontrollable flows of gas or well fluids, fires and explosions.
These risks could expose us to substantial liability for personal injury,
wrongful death, product liability, property damage, pollution and other
environmental damages. Through Specialty Systems, we are also subject to
potential liabilities arising from sources, such as the manufacture and use of
food processing and air transportation systems and services. The use of our
systems or services could subject us to significant liability for personal
injury, wrongful death, product liability or commercial claims. Although we
have obtained insurance against many of these risks, we cannot assure you that
our insurance will be adequate to cover our liabilities. Further, we cannot
assure you that insurance will be generally available in the future or, if
available, that premiums will be commercially justifiable. If we incur
substantial liability and the damages are not covered by insurance or are in
excess of policy limits, or if we were to incur liability at a time when we are
not able to obtain liability insurance, our business, results of operations or
financial condition could be materially adversely affected. In addition, under
the terms of the separation and distribution agreement, we will retain
specified self-insured product liabilities associated with selected
discontinued businesses of FMC Corporation related to past operations,
primarily the construction equipment, marine and rail and mining equipment
divisions.

OUR CUSTOMERS' INDUSTRIES ARE UNDERGOING CONTINUING CONSOLIDATION THAT MAY
IMPACT OUR RESULTS OF OPERATIONS.

Each of the oil and gas, food processing and air transportation
industries is rapidly consolidating. As a result, some of our largest customers
have consolidated and are using their size and purchasing power to seek
economies of scale and pricing concessions. This consolidation may result in
reduced capital spending by customers or the acquisition of one or more of our
primary customers, which may lead to decreased demand for our systems and
services. We cannot assure you that we will be able to maintain our level of
sales to a customer that has consolidated or replace that revenue with
increased business activity with other customers. As a result, the acquisition
of one or more of our primary customers may have a significant negative impact
on our results of operations or our financial condition. We are unable to
predict what effect consolidations in the industry may have on price, capital
spending by our customers, our selling strategies, our competitive position,
our ability to retain customers or our ability to negotiate favorable
agreements with our customers.

WE MAY BE UNABLE TO SUCCESSFULLY COMPETE WITH OTHER COMPANIES IN OUR
INDUSTRIES.

The oilfield services, food processing equipment and air transportation
equipment industries are highly competitive. Some of our competitors are large
national and multinational companies that may have

11

significantly greater financial resources than we do. Like us, many of our
competitors offer a wide variety of systems and services. If these competitors
substantially increase the resources they devote to developing and marketing
competitive systems and services, we may not be able to compete effectively.
Similarly, consolidation among our competitors could enhance their system and
service offerings and financial resources, further intensifying competition.

OUR OPERATIONS AND OUR CUSTOMERS' OPERATIONS ARE SUBJECT TO A VARIETY OF
GOVERNMENTAL LAWS AND REGULATIONS THAT MAY INCREASE OUR COSTS, LIMIT THE DEMAND
FOR OUR SYSTEMS AND SERVICES OR RESTRICT OUR OPERATIONS.

Our business and our customers' businesses may be significantly affected
by:

.  U.S. federal, state and local and foreign laws and other regulations
relating to the oil and gas, food processing and air transportation
industries and companies operating globally;

.  changes in these laws and regulations; and

.  the level of enforcement of these laws and regulations.

We depend on the demand for our systems and services from oil and gas
companies. This demand is affected by changing taxes, price controls and other
laws and regulations relating to the oil and gas industry. For example, the
adoption of laws and regulations curtailing exploration and development for
drilling for crude oil and natural gas in our areas of operation for economic,
environmental or other policy reasons could adversely affect our operations by
limiting demand for our systems and services.

In light of our foreign operations and sales, we are also subject to
changes in foreign laws and regulations that may encourage or require hiring of
local contractors or require foreign contractors to employ citizens of, or
purchase supplies from, a particular jurisdiction. If we fail to comply with
any applicable law or regulation, our business, results of operations or
financial condition may be adversely affected.

OUR BUSINESSES AND OUR CUSTOMERS' BUSINESSES ARE SUBJECT TO ENVIRONMENTAL LAWS
AND REGULATION THAT MAY INCREASE OUR COSTS, LIMIT THE DEMAND FOR OUR SYSTEMS
AND SERVICES OR RESTRICT OUR OPERATIONS.

Our operations and the operations of our customers are also subject to
U.S. federal, state and local and foreign laws and regulations relating to the
protection of the environment. These environmental laws and regulations affect
the systems and services we design, market and sell, as well as the facilities
where we manufacture our systems. In addition, environmental laws and
regulations could limit our customers' exploration and production activities.
We are required to invest financial and managerial resources to comply with
environmental laws and regulations and anticipate that we will continue to be
required to do so in the future. These laws and regulations change frequently,
which makes it impossible for us to predict their cost or impact on our future
operations. The modification of existing laws or regulations or the adoption of
new laws or regulations imposing more stringent environmental restrictions
could adversely affect our operations.

Current environmental laws and regulations restrict the amount and types
of substances that we can release into the environment. Compliance with these
and any future environmental laws and regulations could require significant
capital investments in pollution control equipment or changes in the way we
make our systems. In addition, because we use hazardous and other regulated
materials in our product development programs and manufacturing processes, we
are subject to risks of accidental contamination, personal injury claims and
civil and criminal fines. For example:

.  We are currently remediating two plant sites for which we have
reserved approximately $3 million.

.  We are a potentially responsible party at several disposal sites for
which we estimate the aggregate liability will be immaterial.

12

.  We have agreed to indemnify FMC Corporation for any liability
associated with contamination from past operations at all properties
to be transferred from FMC Corporation to us and at selected sites
used in our former businesses for which we are not aware of any
material liability.

Some environmental laws and regulations provide for joint and several
liability for remediation of spills and releases of hazardous substances. In
addition, we may be subject to claims alleging personal injury or property
damage as a result of alleged exposure to hazardous substances, as well as
damage to natural resources. These laws and regulations also may expose us to
liability for the conduct of, or conditions caused by, others, or for our acts
that were in compliance with applicable laws and regulations at the time the
acts were performed. Any of these laws and regulations could result in claims,
fines or expenditures that could be material to our earnings, financial
condition or cash flow.

BUSINESS-RELATED RISKS

DISRUPTIONS IN THE POLITICAL AND ECONOMIC CONDITIONS OF THE FOREIGN COUNTRIES
IN WHICH WE CONDUCT BUSINESS OR FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES
COULD ADVERSELY AFFECT OUR BUSINESS OR RESULTS OF OPERATIONS.

We operate significant manufacturing facilities in 14 countries other
than the United States, and our international operations account for
approximately 60% of our 2000 revenue. Multiple factors relating to our
international operations and to particular countries in which we operate could
have an adverse effect on our financial condition or results of operations.
These factors include:

.  changes in political, regulatory or economic conditions;

.  trade protection measures and price controls;

.  import or export licensing requirements;

.  economic downturns, civil disturbances or political instability;

.  currency restrictions;

.  nationalization and expropriation; and

.  potentially burdensome taxation.

Because a significant portion of our revenue is denominated in foreign
currencies, changes in exchange rates will result in increases or decreases in
our costs and earnings, and may also affect the book value of our assets
located outside the United States and the amount of our stockholders' equity.
We prepare our combined financial statements in U.S. dollars, but a significant
portion of our earnings and expenditures are denominated in other currencies.
Although we may seek to minimize our currency exposure by engaging in hedging
transactions where we deem it appropriate, we cannot assure you that our
efforts will be successful. To the extent we sell our systems and services in
foreign markets, currency fluctuations may result in our systems and services
becoming too expensive for foreign customers.

WE EXPECT TO SUPPLEMENT OUR INTERNAL GROWTH THROUGH STRATEGIC COMBINATIONS, AND
OUR SUCCESS DEPENDS ON OUR ABILITY TO SUCCESSFULLY INTEGRATE, OPERATE AND
MANAGE THESE ACQUIRED BUSINESSES AND ASSETS.

We expect to supplement our internal growth through strategic
combinations, asset purchases and other transactions that complement or expand
our existing businesses. Each of these transactions involves a number of risks,
including:

.  the diversion of our management's attention from our existing
businesses to integrating the operations and personnel of the
acquired or combined business or joint venture;

.  possible adverse effects on our operating results during the
integration process; and

.  our possible inability to achieve the intended objectives of the
transaction.

13

We may hire additional employees in connection with these acquisitions or
joint ventures. We may not be able to successfully integrate all of the newly
hired employees, or profitably integrate, operate, maintain and manage our
newly acquired operations in a competitive environment. We may not be able to
maintain uniform standards, controls, procedures and policies, and this may
lead to operational inefficiencies.

We may seek to finance an acquisition through borrowings or through the
issuance of new debt or equity securities. If we make a relatively large
acquisition, we could deplete a substantial portion of our financial resources
to the possible detriment of our other operations. Any future acquisitions
could also dilute the equity interests of our stockholders, require us to write
off assets for accounting purposes or create other undesirable accounting
results, such as significant expenses for amortization or impairment of
goodwill or other intangible assets.

DUE TO THE TYPE OF CONTRACTS WE ENTER INTO, THE CUMULATIVE LOSS OF SEVERAL
MAJOR CONTRACTS MAY HAVE AN ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.

We often enter into large, project-oriented contracts or long-term
equipment leases that, collectively, represent a significant portion of our
revenues. These agreements may be terminated or breached, or our customers may
fail to renew these agreements. If we were to lose several key agreements over
a relatively short period of time and if we were to fail to develop alternative
business opportunities, we could experience a significant adverse impact on our
results of operations or our financial condition.

LOSS OF OUR KEY MANAGEMENT AND OTHER PERSONNEL COULD IMPACT OUR BUSINESS.

We depend on our senior executive officers and other key personnel. The
loss of any of these officers or key personnel could adversely affect our
operations. In addition, competition for qualified employees among companies
that rely heavily on engineering and technology is intense, and the loss of
qualified employees or an inability to attract, retain and motivate additional
highly skilled employees required for the operation and expansion of our
business could hinder our ability to conduct research activities successfully
and develop marketable systems and services.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY COMPETING TECHNOLOGY.

Technology is an important component of our business and growth strategy,
and our success as a company depends to a significant extent on the development
and implementation of new product designs and improvements. Whether we can
continue to develop systems and services and related technologies to meet
evolving industry requirements and, if so, at prices acceptable to our
customers will be significant factors in determining our ability to compete in
the industries in which we operate. Many of our competitors are large national
and multinational companies that may have significantly greater financial
resources than us, and they may be able to devote greater resources to research
and development of new systems, services and technologies than we are able to
do. Moreover, some of our competitors operate in narrow business areas,
allowing them to concentrate their research and development efforts directly on
products and services for those areas.

OUR FAILURE TO COMPLY WITH THE LAWS AND REGULATIONS GOVERNING U.S. GOVERNMENT
CONTRACTS OR THE TERMS OF ANY EXISTING OR FUTURE U.S. GOVERNMENT CONTRACTS THAT
WE ENTER INTO COULD HARM OUR BUSINESS.

We have an agreement relating to the sale of our Next Generation Small
Loader, which is a commercial air cargo loader, to the U.S. Air Force, and as a
result we are subject to various laws and regulations that apply to companies
doing business with the U.S. government. The laws governing U.S. government
contracts differ in several respects from the laws governing private contracts.
For example, many U.S. government contracts contain pricing terms and
conditions that are not applicable to private contracts. Moreover, U.S. defense
contracts, in particular, are unilaterally terminable at the option of the U.S.
government with compensation for work completed and costs incurred. Contracts
with the U.S. government are also subject

14

to special laws and regulations, the noncompliance with which may result in
various sanctions. Contractors, sometimes without their knowledge, are subject
to investigations by the U.S. government initiated in various ways.

RISKS RELATED TO OUR RELATIONSHIP WITH FMC CORPORATION

OUR HISTORICAL FINANCIAL RESULTS AS BUSINESS SEGMENTS OF FMC CORPORATION MAY
NOT BE REPRESENTATIVE OF OUR RESULTS AS A SEPARATE, STAND-ALONE ENTITY.

The historical financial information we have included in this prospectus
has been carved out from FMC Corporation's consolidated financial statements
and does not reflect what our financial position, results of operations or cash
flows would have been had we been a separate, stand-alone entity during the
periods presented. FMC Corporation did not account for us, and we were not
operated, as a separate, stand-alone entity for the historical periods
presented. Our historical costs and expenses reflected on our combined
financial statements include an allocation of the historical costs and expenses
that FMC Corporation incurred in connection with corporate and general
administrative services. This allocation is based on what we and FMC
Corporation consider to be reasonable reflections of the historical utilization
levels of these services required in support of our businesses. The historical
information does not necessarily indicate what our results of operations,
financial position, cash flows or costs and expenses will be in the future. We
have not made adjustments to reflect many significant changes that may occur in
our cost structure, funding and operations as a result of the separation,
including changes in our employee base, changes in our technology support,
changes in our tax structure, potential increased costs associated with reduced
economies of scale and potential increased costs associated with being a
publicly traded, stand-alone entity. For additional information, see "Combined
Financial Statements," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our historical combined financial
statements and notes to those statements.

OUR ABILITY TO OPERATE OUR BUSINESSES MAY SUFFER IF WE DO NOT, QUICKLY AND
COST-EFFECTIVELY, ESTABLISH OUR OWN FINANCIAL, ADMINISTRATIVE AND OTHER SUPPORT
FUNCTIONS TO SUCCESSFULLY OPERATE AS A STAND-ALONE ENTITY, AND WE CANNOT ASSURE
YOU THAT THE TRANSITIONAL SERVICES FMC CORPORATION HAS AGREED TO PROVIDE US
WILL BE SUFFICIENT FOR OUR NEEDS.

Historically, our businesses have relied on financial, administrative and
other resources of FMC Corporation. After this offering, we will need to create
our own financial, administrative and other support systems or contract with a
third party to replace FMC Corporation's systems. We have entered into an
agreement with FMC Corporation under which FMC Corporation will provide
transitional services to us, including services related to information
technology systems, treasury, legal, financial and accounting services.
Although FMC Corporation is contractually obligated to provide us with these
services until the distribution, these services may not be sufficient to meet
our needs, and we may not be able to replace these services at all or obtain
these services at prices and on terms as favorable as we currently have them,
after our agreement with FMC Corporation expires. Any failure or significant
downtime in our own financial or administrative systems or in FMC Corporation's
financial or administrative systems during the transitional period could
prevent us from paying our employees, billing our customers or performing other
administrative services on a timely basis and could materially harm our
business or operations.

AFTER THE SEPARATION, WE MAY EXPERIENCE INCREASED COSTS RESULTING FROM
DECREASED PURCHASING POWER CURRENTLY PROVIDED BY OUR ASSOCIATION WITH FMC
CORPORATION.

We have been able to take advantage of FMC Corporation's size and
purchasing power in procuring goods, technology and services, including
insurance, employee benefit support and audit services. Following the
separation and this offering, we will be a smaller and less diversified company
than FMC Corporation was prior to the separation, and there is no guarantee
that we will have access to financial and other resources

15

comparable to those available to FMC Corporation prior to the separation. As a
separate, stand-alone entity, we may be unable to obtain goods, technology and
services at prices and on terms as favorable as those available to us prior to
the separation.

OUR RELATIONSHIP WITH FMC CORPORATION MAY HINDER OUR ABILITY TO TAKE ADVANTAGE
OF NEW BUSINESS OPPORTUNITIES SUCCESSFULLY.

Our ability to take advantage of specific business opportunities is
subject to procedures in our Certificate of Incorporation relating to
allocation of business opportunities between FMC Corporation and us. Although
currently FMC Corporation does not directly compete with us, our Certificate of
Incorporation provides that, unless otherwise provided in a written agreement
between FMC Corporation and us, FMC Corporation will have no duty to refrain
from engaging in the same or similar activities or lines of business as we
engage in or propose to engage in at the time of this offering. Furthermore,
subject to applicable law, FMC Corporation has no duty to communicate or offer
to us any corporate opportunities that come to its attention. As a result, it
may be more difficult for us to pursue successfully new business opportunities
available to both FMC Corporation and us, which could limit our potential
sources of revenue and growth. In addition, we have established procedures in
our Certificate of Incorporation that govern the conduct of our directors or
officers who also serve as directors or officers of FMC Corporation in the
event that any of them acquires knowledge of a corporate opportunity for both
FMC Corporation and us. Moreover, our ability to take advantage of specific
business opportunities may be affected by FMC Corporation's representation on
our Board of Directors and its voting control over us. See "Arrangements
Between FMC Technologies and FMC Corporation--Allocation of Corporate
Opportunities" for a description of allocation of business opportunities
between FMC Corporation and us.

OUR RELATIONSHIP WITH FMC CORPORATION MAY LIMIT OUR ABILITY TO OBTAIN
ADDITIONAL FINANCING.

Our business strategy anticipates future acquisitions and development of
new technologies. Any acquisition or development project could be subject to
our ability to access capital from outside sources on acceptable terms. Until
the distribution to its stockholders, FMC Corporation will control our Board of
Directors and be able to limit our ability to borrow funds or to issue
additional equity. For the distribution of the remaining shares of our common
stock to be tax free to FMC Corporation and its stockholders, FMC Corporation
must, among other things, own at least 80% of all of our voting power at the
time of the distribution. Therefore, prior to the distribution, we will not be
able to issue equity, voting securities or convertible debt without FMC
Corporation's prior consent, and FMC Corporation is unlikely to give that
consent so long as it still intends to distribute the remaining shares. In
addition, in certain cases, our ability to issue equity, voting securities and
convertible debt will be limited during the thirty months following the date of
the distribution due to our need to preserve the tax-free nature of the
distribution.     

WE MAY HAVE POTENTIAL BUSINESS CONFLICTS OF INTEREST WITH FMC CORPORATION WITH
RESPECT TO OUR PAST AND ONGOING RELATIONSHIPS THAT COULD HARM OUR BUSINESS
OPERATIONS.

Conflicts of interest may arise between FMC Corporation and us in a
number of areas relating to our past and ongoing relationships, including:

.  labor, tax, employee benefit, indemnification and other matters
arising from the separation;

.  intellectual property matters;

.  solicitation and hiring of employees from each other and recruiting
of new employees;

.  business combinations involving us;

.  business operations or business opportunities of FMC Corporation or
us that would compete with the other party's business opportunities;

.  sales or distributions by FMC Corporation of all or any portion of
its ownership interest in us; and

.  the nature, quality and pricing of transition services to be provided
by FMC Corporation or us.

16

Our agreements with FMC Corporation may be amended upon agreement between
FMC Corporation and us. During the time that we are controlled by FMC
Corporation, FMC Corporation may be able to require us to agree to amendments
to these agreements. We may not be able to resolve any potential conflicts, and
even if we do so, the resolution may be less favorable to us than if we were
dealing with an unaffiliated party.

CONTROL BY FMC CORPORATION WILL LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME OF
MATTERS REQUIRING STOCKHOLDER APPROVAL AND COULD DISCOURAGE POTENTIAL
ACQUISITIONS OF US BY THIRD PARTIES.

After the completion of this offering, FMC Corporation will own more than
80% of our outstanding common stock. Although FMC Corporation has advised us
that it currently intends to distribute its remaining ownership interests in us
to its stockholders prior to the end of 2001, we cannot assure you that this
will occur. As long as FMC Corporation owns a majority of our outstanding
common stock, FMC Corporation will have the power to elect our entire Board of
Directors and take stockholder action without the vote of any other
stockholder. As a result, FMC Corporation will control all matters affecting
us, including:

.  the composition of our Board of Directors and, through our Board of
Directors, the making of decisions with respect to our business
direction and policies, including the appointment and removal of our
officers;

.  any determinations with respect to mergers or other business
combinations;

.  our acquisition or disposition of any or all of our assets;

.  our capital structure;

.  changes to the agreements providing for the separation;

.  the payment of dividends on our common stock;

.  determinations with respect to our tax returns; and

.  other aspects of our business direction and policies.

A majority of our directors following the offering will be directors or
officers of FMC Corporation, including Robert N. Burt, who is Chairman and
Chief Executive Officer of FMC Corporation, and Joseph H. Netherland, who is
President and a director of FMC Corporation. FMC Corporation's voting control
and board influence may discourage many types of transactions involving a
change of control, including transactions in which you as a holder of our
common stock might otherwise receive a premium for your shares over the then-
current market price. Furthermore, FMC Corporation is not prohibited from
selling a controlling interest in us to a third party.

OUR DIRECTORS AND EXECUTIVE OFFICERS MAY HAVE POTENTIAL CONFLICTS OF INTEREST
BECAUSE OF THEIR OWNERSHIP OF FMC CORPORATION COMMON STOCK AND POSITIONS WITH
FMC CORPORATION.

Our executive officers and some of our directors own a substantial amount
of FMC Corporation common stock and options to purchase FMC Corporation common
stock. In addition, a majority of our directors serve as officers or directors
of FMC Corporation, and several of our executive officers may continue to serve
as officers or directors of FMC Corporation until the distribution, if the
distribution occurs. For example, Robert N. Burt, our Chairman, will continue
to be Chairman and Chief Executive Officer of FMC Corporation,
Joseph H. Netherland, our President, Chief Executive Officer and a director,
will continue to be President and Director of FMC Corporation and William H.
Schumann III, our Senior Vice President, Chief Financial Officer and a
director, will continue to be Senior Vice President and Chief Financial Officer
of FMC Corporation. Ownership of FMC Corporation common stock by our directors
and officers after the separation and the presence of FMC Corporation officers
and directors on our Board of Directors and in our senior management could
create, or appear to create, potential conflicts of interest when our directors
and officers are faced with decisions that could have different implications
for FMC Corporation than they do for us. In addition, our executive officers
who are serving in officer positions at FMC Corporation may not be able to
devote the same exclusive attention or efforts to our operations and business
that individuals serving solely as our officers would be able to do.     

17

OUR BUSINESS AND YOUR INVESTMENT IN OUR COMMON STOCK MAY BE ADVERSELY AFFECTED
IF FMC CORPORATION DOES NOT COMPLETE THE DISTRIBUTION, BECAUSE WE WOULD REMAIN
SUBJECT TO CONTROL BY FMC CORPORATION.

Although FMC Corporation has advised us that it currently intends to
complete the distribution by the end of 2001, we cannot assure you whether or
when the distribution will occur. In certain circumstances, FMC Corporation, in
exercising its fiduciary duties to its stockholders, may need to alter or amend
its course of action. FMC Corporation's obligation to complete the distribution
is subject to receipt of a favorable ruling from the Internal Revenue Service
to the effect that the distribution will be tax free to FMC Corporation and its
stockholders for U.S. federal income tax purposes and final approval of the
distribution by the FMC Corporation Board of Directors, among other conditions.
At the time of this offering, FMC Corporation does not have a ruling from the
IRS regarding the tax treatment of the distribution. If FMC Corporation does
not obtain a favorable tax ruling, FMC Corporation may not make the
distribution in the expected time frame or, perhaps, at all. In order for the
distribution to be tax free, FMC Corporation must satisfy various requirements,
including owning at least 80% of all of our voting power at the time of the
distribution.     

In addition, until the distribution occurs, the risks discussed in this
prospectus relating to FMC Corporation's control of us and the potential
business conflicts of interest between FMC Corporation and us will continue to
be relevant to you. If the distribution is delayed or not completed at all, the
liquidity of shares of our common stock in the market may be constrained unless
and until FMC Corporation elects to sell some of its significant ownership into
the public market. A lack of liquidity in our common stock may affect our stock
price.

IF WE TAKE ACTIONS THAT CAUSE THE DISTRIBUTION TO FAIL TO QUALIFY AS A TAX-FREE
TRANSACTION, WE WILL BE REQUIRED TO INDEMNIFY FMC CORPORATION FOR ANY RESULTING
TAXES, WHICH MAY PREVENT OR DELAY A CHANGE OF CONTROL OF US AFTER THE
DISTRIBUTION.

FMC Corporation has advised us that it intends to distribute its shares
of our common stock to its stockholders before the end of 2001. Prior to
completing the distribution, FMC Corporation has advised us that it intends to
obtain a favorable ruling from the IRS to the effect that the distribution will
be tax free to FMC Corporation and its stockholders for U.S. federal income tax
purposes. Under the tax sharing agreement between FMC Corporation and us, if we
breach any representations in the tax sharing agreement relating to the ruling,
take or fail to take any action that causes our representations in the tax
sharing agreement relating to the ruling to be untrue or engage in a
transaction after the distribution that causes the distribution to be taxable
to FMC Corporation, we will be required to indemnify FMC Corporation for any
resulting taxes. The amount of any indemnification payments would be
substantial, and we likely would not have sufficient financial resources to
achieve our growth strategy after making those payments.

Current tax law generally provides for a presumption that the
distribution, if it occurs, may be taxable to FMC Corporation if we undergo or
enter into an agreement that would cause us to undergo a 50% or greater change
in stock ownership during a four-year period beginning on the date that begins
two years before the date of the distribution. Under the tax sharing agreement,
FMC Corporation is entitled to require us to reimburse any tax costs incurred
by FMC Corporation as a result of a transaction resulting in a change in
control of us. These costs may be so great that they delay or prevent a
strategic acquisition or change of control of us. The applicable tax law is
relatively new and undeveloped, and final interpretive regulations have not yet
been issued.

OUR AGREEMENTS WITH FMC CORPORATION MAY BE LESS FAVORABLE TO US THAN IF THEY
HAD BEEN NEGOTIATED AT ARM'S LENGTH.

We negotiated and signed our agreements with FMC Corporation while we
were a wholly owned subsidiary of FMC Corporation. If each of these agreements
had been negotiated at arm's length, they may have been more favorable to us.
The allocation of assets and liabilities between FMC Corporation and us may not
reflect what two unaffiliated parties would have agreed to, and it is possible
that we may be required to indemnify FMC Corporation for liabilities, or may
not receive assets, related to our business or that we may be responsible for
liabilities unrelated to our business.

18

PERSONS MAY SEEK TO HOLD US RESPONSIBLE FOR LIABILITIES OF FMC CORPORATION THAT
WE DID NOT ASSUME IN OUR AGREEMENTS.

In the separation, FMC Corporation will retain all of its liabilities
that we do not assume under our agreements with FMC Corporation. Persons may
seek to hold us responsible for FMC Corporation's retained liabilities, such as
environmental contamination liabilities relating to FMC Corporation's
discontinued businesses or environmental or other liabilities relating to FMC
Corporation's chemical businesses. Under the agreements, FMC Corporation has
agreed to indemnify us for claims and losses relating to its retained
liabilities. However, if those liabilities are significant and we are held
liable for them, we cannot assure you that we will be able to recover the full
amount of our losses from FMC Corporation.

RISKS RELATED TO THE SECURITIES MARKETS AND OWNERSHIP OF OUR COMMON STOCK

THE PRICE OF OUR COMMON STOCK MAY BE SUBJECT TO WIDE FLUCTUATIONS AND MAY TRADE
BELOW THE INITIAL PUBLIC OFFERING PRICE.

Before this offering, there has not been a public market for our common
stock. We cannot assure you that an active public market for our common stock
will develop or be sustained after this offering. The market price of our
common stock could be subject to significant fluctuations after this offering
and may decline below the initial public offering price. The initial public
offering price of our common stock will be determined by negotiations between
us and representatives of the underwriters, based on numerous factors which we
discuss under "Underwriting." This price may not be indicative of the market
price of our common stock after this offering. We cannot assure you that you
will be able to resell your shares at or above the initial public offering
price. Among the factors that could affect our stock price are the risk factors
described in this section and other factors including:

.  quarterly variations in our operating results compared to market
expectations;

.  changes in expectations as to our future financial performance,
including financial estimates by securities analysts;

.  strategic moves by us or our competitors, such as acquisitions or
restructurings; and

.  general market conditions.

Stock markets in general have experienced extreme volatility that has
often been unrelated to the operating performance of a particular company.
These broad market fluctuations may adversely affect the trading price of our
common stock.

PROVISIONS IN OUR ORGANIZATIONAL DOCUMENTS AND OUR RIGHTS AGREEMENT AS WELL AS
DELAWARE LAW MAY DELAY OR PREVENT AN ACQUISITION OF US THAT STOCKHOLDERS MAY
CONSIDER FAVORABLE, WHICH COULD DECREASE THE VALUE OF YOUR SHARES.

Our Certificate of Incorporation and Bylaws and Delaware law contain
provisions that could make it harder for a third party to acquire us without
the consent of our Board of Directors. These provisions include supermajority
voting requirements for our stockholders to remove directors and amend our
organizational documents, a classified board of directors and limitations on
actions by our stockholders by written consent. Some of these provisions, such
as the limitation on stockholder actions by written consent, become effective
once FMC Corporation no longer controls us. In addition, our Board of Directors
has the right to issue preferred stock without stockholder approval, which
could be used to dilute the stock ownership of a potential hostile acquiror.
Delaware law also imposes some restrictions on mergers and other business
combinations between us and any holder of 15% or more of our outstanding common
stock. Our rights agreement imposes a significant penalty on any person or
group that acquires 15% or more of our outstanding common stock without the
approval of our Board of Directors. These restrictions under Delaware law and
our rights agreement do not apply to FMC Corporation so long as it holds 15% or
more of our common stock. Although we believe these provisions protect our
stockholders from coercive or otherwise unfair takeover tactics and thereby
provide for

19

an opportunity to receive a higher bid by requiring potential acquirers to
negotiate with our Board of Directors, these provisions apply even if the offer
may be considered beneficial by some stockholders.

OUR SHARE PRICE MAY DECLINE BECAUSE OF THE ABILITY OF FMC CORPORATION AND
OTHERS TO SELL SHARES OF OUR COMMON STOCK.

Sales of substantial amounts of our common stock after this offering, or
the possibility of those sales, could adversely affect the market price of our
common stock and impede our ability to raise capital through the issuance of
equity securities. See "Shares Eligible for Future Sale" for a discussion of
possible future sales of our common stock.

After this offering, we will have 65,000,000 shares of common stock
outstanding, 82.3% of which will be owned by FMC Corporation, or, if the
underwriters elect to exercise their over-allotment option in full, we will
have 66,657,500 shares of common stock outstanding, 80.3% of which will be
owned by FMC Corporation. Additionally, we will have reserved an additional
2,250,000 shares of our common stock for issuance pursuant to options we expect
to grant in connection with this offering. In connection with the distribution,
we will also issue options in replacement of all FMC Corporation options held
by our employees and in replacement of a portion of the FMC Corporation options
held by our directors. In connection with the distribution, we will also issue
restricted stock in replacement of all remaining FMC Corporation restricted
stock held by our employees and not replaced in connection with the offering
and in replacement of a portion of the FMC Corporation restricted stock held by
our directors. FMC Corporation has advised us that it currently intends to
complete the distribution by the end of calendar year 2001, subject to receipt
of a favorable ruling from the IRS that the distribution will be tax free to
FMC Corporation and its stockholders for U.S. federal income tax purposes and
final approval of the Board of Directors of FMC Corporation, among other
conditions. Moreover, FMC Corporation has no contractual obligation to retain
its shares of our common stock, except for a limited period described under
"Underwriting" during which it will not sell any of its shares of our common
stock without the underwriter's consent until 180 days after the date of this
prospectus. Subject to applicable U.S. federal and state securities laws, after
the expiration of this 180-day waiting period (or before, with consent of the
underwriters), FMC Corporation may sell any and all of the shares of our common
stock that it beneficially owns or distribute any or all of these shares of our
common stock to its stockholders. The separation and distribution agreement
grants FMC Corporation the right to require us to register the shares of our
common stock it holds in specified circumstances. In addition, after the
expiration of this 180-day waiting period, we could sell additional shares of
our common stock, subject to FMC Corporation's consent. Any sale or
distribution by FMC Corporation or us of our common stock in the public market
or to FMC Corporation's stockholders, or the perception that any such sale or
distribution could occur, could adversely affect prevailing market prices for
the shares of our common stock.     

In connection with this offering, we intend to file a registration
statement on Form S-8 to register 12,000,000 shares of our common stock that
are or will be reserved for issuance under our stock plan.     

WE DO NOT EXPECT TO PAY DIVIDENDS.

We do not anticipate paying any cash dividends on our common stock in the
foreseeable future. In addition, our ability to pay dividends may be restricted
by any bank credit agreement or indenture we enter into in the future.

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION IN NET TANGIBLE BOOK
VALUE PER SHARE.

Dilution per share represents the difference between the initial public
offering price and the net consolidated book value per share immediately after
the offering of our common stock. Purchasers of our common stock in this
offering will experience immediate dilution of $14.35 in pro forma net tangible
book value per share.     

20

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

You should not rely on forward-looking statements in this prospectus.
These statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, levels of activity, performance or
achievements to be materially different from any results, levels of activity,
performance or achievements expressed or implied by any forward-looking
statement. These factors include, among other things, those listed under "Risk
Factors" and elsewhere in this prospectus. In some cases, you can identify
forward-looking statements by such words or phrases as "will likely result,"
"is confident that," "expected," "should," "could," "may," "will continue to,"
"believes," "anticipates," "predicts," "forecasts," "estimates," "projects,"
"intends" or similar expressions, including the negative of those words and
phrases. Although these forward-looking statements are based on our
management's current views and assumptions regarding future events, future
business conditions and the outlook for us based on currently available
information, these forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, these statements. We wish to caution readers not
to rely on any of these forward-looking statements, which speak only as of the
date made. Except as required by law, we assume no obligation to update any of
the forward-looking statements after the date of this prospectus.     

21

USE OF PROCEEDS

Our net proceeds from the sale of the 11,050,000 shares of our common
stock in this offering, assuming an initial public offering price of $20.00 per
share, are estimated to be approximately $205.0 million, after deducting
underwriting discounts and commissions and estimated offering expenses. If the
underwriters exercise their over-allotment option in full, we estimate that our
net proceeds will be approximately $236.1 million. We expect to use the net
proceeds from this offering to pay down all borrowings under a new $200 million
180-day revolving credit facility and to use the remaining net proceeds to pay
down a portion of the borrowings under a new $150 million 364-day revolving
credit facility, both of which facilities we will assume from FMC Corporation.
As a part of FMC Corporation, we previously had access to funds available under
FMC Corporation's revolving credit and other debt facilities, which will remain
with FMC Corporation in the separation. In order to allocate debt between the
remaining businesses of FMC Corporation and us in the separation, FMC
Corporation and we entered into the $200 million 180-day revolving credit
facility and the $150 million 364-day revolving credit facility, as well as a
new $250 million 5-year credit agreement. FMC Corporation received all of the
proceeds from, and we will assume the obligations under, those credit
facilities. Our management believes that the amount of debt we will assume from
FMC Corporation, as reduced by the application of the net proceeds from this
offering, represents a reasonable and appropriate level of debt for our
company. Under the terms of the $200 million 180-day revolving credit facility,
the debt to be repaid matures at the earlier of August 23, 2001 or seven days
after the closing of this offering and accrues interest at an annual rate of 75
basis points above the one-month London Interbank Offered Rate. Under the terms
of the $150 million 364-day revolving credit facility, the debt to be repaid
matures on         , 2002 and accrues at an annual rate of 100 basis points
above the one-month London Interbank Offered Rate.     

DIVIDEND POLICY

We do not intend to pay cash dividends on our common stock for the
foreseeable future. Instead, we currently intend to retain all available funds
and any future earnings for use in the operation and expansion of our business.
Our Board of Directors will make any future determination regarding the payment
of dividends based upon various factors then existing, including:

.  our financial condition, operating results and current and
anticipated cash needs;

.  general economic and business conditions;

.  our strategic plans and business prospects;

.  legal, contractual and regulatory restrictions on our ability to pay
dividends; and

.  other factors that our Board of Directors may consider to be
relevant.

22

CAPITALIZATION

The following table sets forth our capitalization as of December 31,
2000:

.  on an historical basis; and

.  on a pro forma as adjusted basis to reflect the assumption of debt in
connection with this offering, the sale of 11,050,000 shares of our
common stock in this offering at an assumed initial public offering
price of $20.00 per share and the application of the net proceeds
from this sale as described under "Use of Proceeds."     

You should read this table together with "Selected Historical Combined
Financial and Operating Data," our historical combined financial statements and
the notes to those statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
prospectus.

AS OF DECEMBER 31,
2000
----------------------
PRO FORMA
AS ADJUSTED
HISTORICAL (UNAUDITED)
---------- -----------
(IN MILLIONS, EXCEPT
FOR SHARE
AND PAR VALUE AMOUNTS)

Cash and cash equivalents...............................  $  17.8     $  17.8
-------     -------
Short-term debt.........................................  $  41.1     $  65.5
-------     -------
Long-term debt, excluding current portion...............      --      $ 250.0
-------     -------
Stockholder's equity:
Common stock, $0.01 par value, 1,000 shares
authorized, issued and outstanding on an historical
basis, and 65,000,000 shares issued and outstanding
on a pro forma as adjusted basis (1).................      --          0.7
Capital in excess of par value of common stock........      --        478.3
Accumulated other comprehensive loss..................   (111.4)     (111.4)
Owner's net investment................................    753.4         --
-------     -------
Total stockholder's equity..........................    642.0       367.6
-------     -------
Total capitalization................................  $ 683.1     $ 683.1
=======     =======

--------

(1) The pro forma as adjusted number of shares of our common stock issued and
outstanding includes an estimated 445,000 shares of our restricted stock
that we expect to issue in connection with this offering to replace all
shares of FMC Corporation restricted stock that will vest prior to January
1, 2003 held by our employees. The estimated number of shares of our
restricted stock to be issued in respect of FMC Corporation restricted
stock in connection with this offering is based on the number of shares of
FMC Corporation restricted stock that would have been replaced had this
offering occurred on March 30, 2001, the closing price per share of FMC
Corporation common stock of $73.64 on March 30, 2001 and an assumed
offering price per share of our common stock in this offering of $20.00.
See "Management--Treatment of FMC Corporation Restricted Stock." The number
of shares of our common stock does not include options that we expect to
grant in connection with the offering and FMC Corporation restricted stock
and options we expect to replace with our stock awards in connection with
the distribution.     

23

SELECTED HISTORICAL COMBINED FINANCIAL DATA

The following table presents our selected historical and pro forma
combined financial data for the periods and dates indicated. The information
set forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our historical
combined financial statements and notes to those statements included elsewhere
in this prospectus. The combined operating results data for the years ended
December 31, 1998, 1999 and 2000 and the combined balance sheet data as of
December 31, 1999 and 2000 are derived from, and are qualified by reference to,
our audited combined financial statements included elsewhere in this
prospectus. The combined operating results data for the years ended December
31, 1996 and 1997 and the combined balance sheet data as of December 31, 1996,
1997 and 1998 are derived from our unaudited combined financial data that is
not included in this prospectus. The unaudited pro forma financial information
gives effect to specified transactions as if those transactions had been
consummated on January 1, 2000 or December 31, 2000, as described in "Unaudited
Pro Forma Financial Information."

The historical combined financial information has been carved out from
the consolidated financial statements of FMC Corporation using the historical
results of operations and bases of the assets and liabilities of the
transferred businesses and gives effect to allocations of expenses from FMC
Corporation. Our historical combined financial information may not be
indicative of our future performance and does not necessarily reflect what our
financial position and results of operations would have been had we operated as
a separate, stand-alone entity during the periods presented.

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1996        1997       1998       1999       2000
-----------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE DATA)

COMBINED STATEMENTS OF INCOME
DATA:
Revenue......................  $ 1,689.7   $ 2,031.6  $ 2,185.5  $ 1,953.1  $1,875.2
Cost of sales or services....    1,312.9     1,551.1    1,669.3    1,479.8   1,421.1
Selling, general and
administrative expenses.....      299.9       324.1      337.8      302.4     291.2
Research and development.....       41.5        46.7       50.7       51.8      56.7
Asset impairments............        --         27.0        --         6.0       1.5
Restructuring and other
charges.....................        --         27.9        --         3.6       9.8
Interest expense (income),
net.........................        2.8         3.8        1.9       (0.5)      4.3
---------  ----------  ---------  ---------  --------
Income from continuing
operations before income
taxes.......................       32.6        51.0      125.8      110.0      90.6
Provision for income taxes...        5.4        34.1       38.6       33.5      22.7
---------  ----------  ---------  ---------  --------
Income from continuing
operations..................  $    27.2  $     16.9  $    87.2  $    76.5  $   67.9
=========  ==========  =========  =========  ========
Net income...................  $    35.0  $     16.9  $    87.2  $    71.0  $   67.9
=========  ==========  =========  =========  ========
Pro forma unaudited as adjusted diluted earnings per common share from
continuing operations (1).............................................     $   0.89
========

OTHER FINANCIAL DATA:
Depreciation.................  $    48.1  $     48.9  $    49.0  $    46.2  $   41.2
Amortization.................       16.3        18.6       17.6       16.1      17.9
EBITDA from continuing
operations (2)..............       99.8       122.3      194.3      171.8     154.0
Capital expenditures.........       93.5        66.3       59.4       40.9      43.1
Cash flows provided by (used
in):
Operating activities of
continuing operations......     (270.1)      268.9      196.2      154.3       9.5
Investing activities........      (64.2)      (33.1)    (128.6)      (6.5)     63.4
Financing activities........      328.3      (237.9)     (65.2)    (135.5)    (90.4)
Order backlog (at year end)
(3).........................      923.0       988.8    1,133.9      840.6     644.3
Total assets (at year end)...    1,699.2     1,563.7    1,665.1    1,473.2   1,373.7
Long-term debt (at year
end)........................        8.4         8.3        --         --        --
Average segment operating
capital employed (4)........      998.1     1,062.4      917.8      832.8     868.4

DECEMBER 31, 2000
----------------------
PRO FORMA
HISTORICAL AS ADJUSTED
---------- -----------
(IN MILLIONS)

COMBINED BALANCE SHEET DATA:
Working capital..........................................  $  127.9   $  103.5
Total assets.............................................   1,373.7    1,373.7
Total long-term debt.....................................       --       250.0
Stockholder's equity.....................................     642.0      367.6

(footnotes on following page)

24

--------

(1) Our historical capital structure is not indicative of our prospective
capital structure and, accordingly, historical earnings per share
information has not been presented. Pro forma unaudited as adjusted diluted
earnings per common share from continuing operations is computed using
unaudited pro forma as adjusted income from continuing operations divided
by 65,117,249, which for pro forma diluted earnings per share purposes is
the assumed number of shares of our common stock outstanding after this
offering. This share amount is calculated assuming that (a) prior to the
offering 53,505,000 common shares are outstanding, (b) 11,050,000 shares
are sold in this offering and (c) the pro forma dilutive effect of our
restricted stock to be issued to our employees in replacement of FMC
Corporation restricted stock is 562,249 shares, calculated based on the
weighted average number of shares of FMC Corporation restricted stock
outstanding at any time during 2000 and vesting prior to January 1, 2003
and using FMC Corporation's average 2000 stock price and our assumed
offering price of $20.00 per share.     

(2) EBITDA from continuing operations consists of income from continuing
operations before interest and income taxes plus depreciation of property,
plant and equipment and amortization of other long-term assets, primarily
intangibles of acquired companies. EBITDA from continuing operations is not
a measure of financial performance under generally accepted accounting
principles. You should not consider it in isolation from, or as a
substitute for, net income or cash flow measures prepared in accordance
with generally accepted accounting principles or as a measure of
profitability or liquidity. Additionally, our EBITDA from continuing
operations calculation may not be comparable to other similarly titled
measures of other companies. We have included EBITDA from continuing
operations as a supplemental disclosure because it may provide useful
information regarding our ability to service debt and to fund capital
expenditures. Our ability to service debt and fund capital expenditures in
the future, however, may be affected by other operating or legal
requirements.     

(3) Order backlog is calculated as the estimated sales value of unfilled,
confirmed customer orders at the reporting date.     

(4) Average segment operating capital employed is a two-point average of
segment operating capital employed as of the beginning and end of the year.
Segment operating capital employed represents segment assets less segment
liabilities. Segment assets exclude corporate and other assets, which are
principally cash equivalents, last-in, first-out reserves, deferred income
tax benefits, intercompany eliminations, property, plant and equipment not
attributable to a specific segment and credits relating to the sale of
receivables. Segment liabilities exclude substantially all debt, income
taxes, pension and other postretirement benefit liabilities, restructuring
reserves, intercompany eliminations, reserves for discontinued operations
and deferred gains on the sale and leaseback of equipment. Average segment
operating capital employed is not a measure of financial position under
generally accepted accounting principles. You should not consider it in
isolation from, or as a substitute for, stockholder's equity prepared in
accordance with generally accepted accounting principles or as a measure of
financial position. Our management views average segment operating capital
employed as a primary measure of segment capital.     

25

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma combined statement of income and unaudited pro
forma condensed combined balance sheet have been prepared to reflect the
following adjustments to our historical results of operations and to give
effect to the following transactions as if those transactions had been
consummated on January 1, 2000 for statement of income purposes and on December
31, 2000 for balance sheet purposes:

.  our assumption of $479.4 million of debt in connection with this
offering;     

.  our sale of 11,050,000 shares of common stock in this offering at an
assumed initial public offering price of $20.00 per share;     

.  our use of the assumed $205.0 million net proceeds from this offering
to pay off a portion of the assumed debt; and     

.  the replacement of all FMC Corporation restricted stock that will
vest prior to January 1, 2003 held by our employees with our
restricted stock at the time of the closing of the offering.     

The unaudited pro forma combined statement of income and unaudited pro
forma condensed combined balance sheet should be read in connection with, and
are qualified by reference to, our combined financial statements and related
notes, as well as "Management's Discussion and Analysis of Financial Condition
and Results of Operations," included elsewhere in this prospectus. We believe
that the assumptions used in the preparation of this unaudited pro forma
financial information provide a reasonable basis for presenting the significant
effects directly attributable to the transactions discussed above. The
unaudited pro forma combined statement of income and unaudited pro forma
condensed combined balance sheet are not necessarily indicative of the results
that would have been reported had such events actually occurred on the dates
described above, nor are they indicative of our future results.

YEAR ENDED DECEMBER 31, 2000
------------------------------------
PRO FORMA     PRO FORMA
UNAUDITED PRO FORMA COMBINED STATEMENT OF  HISTORICAL ADJUSTMENTS   AS ADJUSTED
INCOME                                    ---------- -----------   -----------
(IN MILLIONS, EXCEPT PER
SHARE AMOUNTS)

Revenue..................................   $1,875.2                 $1,875.2
Cost of sales or services................    1,421.1                  1,421.1
Selling, general and administrative
expenses................................      291.2                    291.2
Research and development.................       56.7                     56.7
Asset impairments, restructuring and
other charges...........................       11.3                     11.3
--------                 --------
Total costs and expenses...............    1,780.3                  1,708.3
--------                 --------
Income from continuing operations before
interest income, interest expense and
income taxes............................       94.9                     94.9
Interest income..........................        2.3                      2.3
Interest expense.........................        6.6    $  16.5 (1)      23.1
--------    -------      --------
Income from continuing operations before
income taxes............................       90.6      (16.5)         74.1
Provision for income taxes...............       22.7       (6.4)(2)      16.3
--------    -------      --------
Income from continuing operations........   $   67.9    $ (10.1)(5)  $   57.8
========    =======      ========
Unaudited pro forma as adjusted basic earnings per common share
from
continuing operations..........................................     $   0.89
========
Shares used in computing unaudited pro forma as adjusted basic
earnings per common share from continuing operations......... .         64.6(3)
========
Unaudited pro forma as adjusted diluted earnings per common
share
from continuing operations.....................................     $   0.89
========
Shares used in computing unaudited pro forma as adjusted diluted
earnings per common share from continuing operations...........         65.1(4)
========

26

(1) Reflects interest expense associated with approximately $479.4 million of
debt that will be assumed in connection with this offering less amounts
repaid with the proceeds of this offering as described in footnote (2) to
the unaudited condensed combined balance sheet. The interest expense
assumes that these amounts were outstanding as of January 1, 2000 and
remained outstanding for the entire period. Such debt was assumed to carry
an effective interest rate of 6.0%. A one-eighth percent variance in that
interest rate would have increased or decreased interest expense by
approximately $0.3 million.     

(2) The effect of taxes on the pro forma adjustments has been recognized using
a blended statutory U.S. federal and state rate of 39%.     

(3) Unaudited pro forma as adjusted basic earnings per common share from
continuing operations has been calculated in accordance with the Securities
and Exchange Commission rules for initial public offerings. These rules
require that the weighted average share calculation gives retroactive
effect to any changes in our capital structure as well as the number of
shares whose proceeds will be used to pay any dividend or repay any debt as
reflected in the pro forma adjustments. It is anticipated that all of the
proceeds from the initial public offering will be used to repay debt.
Therefore, pro forma weighted average shares are comprised of 53,505,000
shares of our common stock outstanding prior to this offering and
11,050,000 shares of our common stock included in the proposed offering
assuming all such shares are outstanding as of January 1, 2000.     

(4) Our historical capital structure is not indicative of our prospective
capital structure and, accordingly, historical earnings per share
information has not been presented. Unaudited pro forma as adjusted diluted
earnings per common share from continuing operations is computed using
unaudited pro forma as adjusted income from continuing operations divided
by 65,117,249, which for pro forma diluted earnings per share purposes is
the assumed number of shares of our common stock outstanding after this
offering. This share amount is calculated assuming that (a) prior to the
offering 53,505,000 shares of our common stock are outstanding, (b)
11,050,000 shares are sold in this offering and (c) the pro forma dilutive
effect of our restricted stock to be issued to our employees in replacement
of FMC Corporation restricted stock is 562,249 shares, calculated based on
the weighted average number of shares of FMC Corporation restricted stock
outstanding at any time during 2000 and vesting prior to January 1, 2003
and using FMC Corporation's average 2000 stock price and our assumed
offering price of $20.00 per share.     

(5) Subsequent to this offering, we expect to incur incremental compensation
expense of approximately $2.3 million ($1.4 million after tax) over the
period from the offering through December 31, 2001. This expense will
result from the replacement of the approximately 121,000 shares of FMC
Corporation restricted stock that will vest prior to January 1, 2003 held
by our employees with our restricted stock in connection with this
offering, and has been excluded from the calculation of our unaudited pro
forma as adjusted income from continuing operations as this incremental
expense represents a significant nonrecurring charge incurred subsequent to
this offering.     

27

AS OF DECEMBER 31, 2000
---------------------------------------
PRO FORMA        PRO FORMA
UNAUDITED PRO FORMA CONDENSED COMBINED      HISTORICAL ADJUSTMENTS      AS ADJUSTED
BALANCE SHEET                               ---------- -----------      -----------
(IN MILLIONS, EXCEPT FOR SHARE AND
PAR VALUE AMOUNTS)

Assets
Current assets:
Cash and cash equivalents.................   $   17.8                    $   17.8
Trade receivables, net....................      328.9                       328.9
Inventories...............................      254.8                       254.8
Other current assets......................       91.8                        91.8
--------                    --------
Total current assets....................      693.3                       693.3
Property, plant and equipment, net........      257.3                       257.3
Other assets..............................      423.1                       423.1
--------                    --------
Total assets............................   $1,373.7                    $1,373.7
========                    ========

Liabilities and stockholder's equity
Current liabilities:
Accounts payable, trade and other.........   $  328.3                    $  328.3
Other current liabilities.................      237.1    $ 24.4 (1)(2)      261.5
--------    ------          --------
Total current liabilities...............      565.4      24.4             589.8
Other liabilities.........................      166.3                       166.3
Long-term debt............................        --      250.0 (1)(2)      250.0
Stockholder's equity:
Common stock, $0.01 par value, 1,000
shares authorized, issued and outstanding
on an historical basis, and 65,000,000
shares issued and outstanding on a pro
forma as adjusted basis..................        --        0.7               0.7
Capital in excess of par value of common
stock....................................        --      478.3 (2)         478.3
Accumulated other comprehensive loss......     (111.4)                     (111.4)
Owner's net investment....................      753.4    (753.4)(1)(2)        --
--------    ------          --------
Total stockholder's equity..............      642.0    (274.4)            367.6
--------    ======          --------
Total liabilities and stockholder's
equity...............................   $1,373.7                    $1,373.7
========                    ========

(1) Reflects the assumption by us in connection with the offering of $479.4
million of debt resulting in an increase in our short-term and long-term
debt and a reduction in our owner's net investment.     

(2) Reflects (a) our sale of 11,050,000 shares of common stock in this offering
at an assumed initial public offering price of $20.00 per share, which,
after deducting estimated underwriting discounts and offering expenses
payable by us, will result in net offering proceeds of approximately $205.0
million, and (b) the use of these net proceeds to pay off a portion of our
debt.     

28

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following information should be read in conjunction with the selected
historical combined financial and operating data and the accompanying combined
financial statements and related notes included elsewhere in this prospectus.
The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in these forward-looking statements. Factors that could cause
or contribute to these differences include, but are not limited to, those
discussed below and elsewhere in this prospectus, particularly in "Risk
Factors" and "Cautionary Statement Regarding Forward-Looking Information."

OVERVIEW

OUR SEPARATION FROM FMC CORPORATION

On October 31, 2000, FMC Corporation announced its intention to
reorganize its Energy Systems and Specialty Systems businesses as a new
company, FMC Technologies, Inc., and to cause us to sell up to 19.9% of our
common stock in an initial public offering. FMC Technologies, Inc. was
incorporated in Delaware on November 13, 2000 and currently is a wholly owned
subsidiary of FMC Corporation. After the completion of this offering, FMC
Corporation will own approximately 82.3% of our outstanding common stock, or
80.3% if the underwriters exercise their over-allotment option in full. FMC
Corporation has advised us that it currently intends to distribute its
remaining ownership interest in us to common stockholders of FMC Corporation.
If completed, the distribution, as previously announced, is expected to take
the form of a spin-off in which FMC Corporation distributes all of our common
stock that it owns through a special dividend to FMC Corporation common
stockholders. If circumstances change, FMC Corporation may distribute its
remaining ownership interest in us through an exchange offer by FMC
Corporation, in which its common stockholders would be offered the option of
tendering some or all of their shares in exchange for our common stock, and a
subsequent spin-off of FMC Corporation's remaining ownership interest in us.
FMC Corporation has advised us that it does not intend to complete the
distribution unless it receives a favorable tax ruling from the IRS as to the
tax-free nature of the distribution for U.S. federal income tax purposes and
the final approval of the Board of Directors of FMC Corporation, among other
conditions. FMC Corporation has also advised us that it currently anticipates
that this distribution will occur by the end of calendar year 2001.     

FMC Corporation has advised us that the final determination as to the
completion, timing, structure and terms of the distribution will be based on
financial and business considerations and prevailing market conditions. In
addition, FMC Corporation has advised us that, as permitted by the separation
and distribution agreement, it will not complete the distribution if its Board
of Directors determines that the distribution is not in the best interests of
FMC Corporation and its stockholders. FMC Corporation has the sole discretion
to determine whether or not to complete the distribution and, if it decides to
complete the distribution, to determine the timing, structure and terms of the
distribution. FMC Corporation and we have entered into various agreements
governing our relationship following the offering. For a description of these
agreements, see "Arrangements Between FMC Technologies and FMC Corporation."

OUR BUSINESS

Energy Systems is a global leader in the provision of subsea drilling and
production systems, floating production, surface drilling and production
systems for oil and gas companies involved in the exploration and production of
crude oil and natural gas. Many of the systems that we provide are for use in
the exploration, development and production of crude oil and natural gas
reserves located in technologically challenging deepwater environments, which
involve water depths of greater than 1,000 feet. We are also a leading provider
of specialized, high-performance fluid control systems and products,
measurement systems, loading systems and blending and transfer systems to
customers involved in the transportation and processing of crude oil, natural
gas and refined petroleum-based products.

29

The primary factor influencing demand for the exploration and production
systems and services that we provide is the exploration and production spending
of oil and gas companies, particularly with respect to offshore activities
worldwide. Exploration and production spending levels, in turn, depend
primarily on current and anticipated future crude oil and natural gas prices,
production volumes and oil and gas company operating costs. During 1998, crude
oil prices declined to their lowest level in over 12 years, reaching $10.76 per
barrel of West Texas Intermediate crude and averaging $14.38 per barrel for the
year. This decline resulted in many exploration and production companies
canceling or deferring a significant portion of their exploration and
development activities. Crude oil prices substantially recovered during the
second half of 1999, averaging $23.10 per barrel, and exploration and
production companies enjoyed improved operating results and cash flows. Oil
prices continued their upward trend through 2000, averaging $30.37 per barrel.

Although trends in the demand for and price of crude oil and natural gas
affect oil and gas industry activity and expenditure levels and thereby the
demand for Energy Systems' systems and services, Energy Systems' financial
performance generally has been less affected by short-term market cycles and
volatile commodity prices than the financial performance of companies operating
in other sectors of the oilfield services industry. Most of the systems that we
supply are highly engineered to meet the unique demands of our customers and
are typically ordered one or two years prior to installation. We believe that,
due to their long lead times and high potential returns, the deepwater projects
in which our systems are used typically are not the marginal projects that are
more subject to cancellation or delay during periods of low crude oil and
natural gas prices. In addition, we believe that Energy Systems is less capital
intensive than companies operating in other sectors of the oilfield services
industry due to factors such as high engineering content, outsourcing of
certain low value-added manufacturing and advance payments received from
customers.     

Specialty Systems is a leading supplier of specialized handling and
processing systems and services to industrial companies. Demand for Specialty
Systems' equipment, systems and services is greatly affected by changes in the
levels of capital investment by the largest customers in this segment. These
changes are influenced by a number of factors, many of which are beyond our
control, such as our customers' overall profitability and general economic
conditions. Other factors influencing capital expenditures by food processing
customers include the demand for processed and frozen foods, conditions in the
agricultural sector affecting price, and public perception of food safety and
contamination. The level of expenditures by air transportation customers
depends on, among other factors, jet fuel prices, labor costs, the level of
passenger and air freight activity, and changes in foreign and domestic
regulation of air transportation.

OUTLOOK

Worldwide exploration and production spending by oil and gas companies is
expected to increase an estimated 19.1% in 2001 to approximately $103.2 billion
from an estimated $86.6 billion in 2000. While revenues from large deepwater
exploration and production contracts have been slower to materialize following
the recent recovery of crude oil and natural gas prices than we previously
expected, we have recently begun to realize benefits from increasing deepwater
production spending. During the first quarter of 2001, we entered into an
alliance with BP Amoco p.l.c. regarding BP Amoco's deepwater development
programs in the Gulf of Mexico. Hardware deliveries are expected to begin in
late 2002, with the initial project management and engineering work beginning
in the second quarter of 2001. During the third quarter of 2000, we entered
into alliances with Agip Exploration and Production and Norsk Hydro to provide
systems used in deepwater exploration and production and expect to begin
realizing revenue from these agreements in the second half of 2001. In
addition, recently we were awarded two orders from Petroleo Brasileiro S.A. for
subsea tree systems: a $13 million order for the Marlim and Marlim Sul
developments and a $15.3 million order for the Marimba Leste development, all
of which are off the coast of Brazil. While we view the increased activity as a
positive indicator of strengthening oil and gas industry exploration and
production activity, pricing remains competitive. We believe that many of our
major oil and gas customers that have announced mergers have essentially
completed the integration of the merged entities, and that they will focus on
exploration and development efforts, including the development of large
offshore deepwater basins.     

30

Although spending for airline ground support equipment and systems is not
expected to change significantly in 2001 from the levels in 2000, increased
operating costs for airlines may negatively impact airlines' purchases of
capital assets, while more favorable fuel prices could generate incremental
opportunities for sales of ground support equipment. In addition, revenues
generated from the Next Generation Small Loader Contract with the U.S. Air
Force could favorably impact our operating results in 2001 as compared with
2000. The five-year contract is valued at $135 million and has the potential to
generate revenue of $458 million over the next 15 years. We also continue to
maintain or grow our market share and improve our after-market services to food
handling and processing equipment customers. Florida's citrus crops were
subjected to below freezing temperatures early in 2001. The projected reduced
citrus yields may negatively impact citrus equipment revenues and
profitability.

BASIS OF PRESENTATION

FMC Corporation has operated the businesses it will transfer to us in the
separation as internal units of FMC Corporation through various divisions and
subsidiaries or through investments in unconsolidated affiliates. Our combined
financial statements have been carved out from the consolidated financial
statements of FMC Corporation using the historical results of operations and
bases of the assets and liabilities of the transferred businesses. FMC
Corporation has provided general and administrative services to our businesses,
including accounting, treasury, tax, legal, human resources, information
technology and other corporate and infrastructure services. The costs of these
services have been allocated to us and included in our combined financial
statements based upon the relative levels of use of those services causing the
incurrence of the expenses. The expense allocations have been determined on the
basis of assumptions and estimates that management believes to be a reasonable
reflection of our utilization of those services. These allocations and
estimates, however, are not necessarily indicative of the costs and expenses
that would have resulted if we had operated as a separate entity in the past,
or of the costs we may incur in the future. For information relating to our
relationship with FMC Corporation and services and arrangements between FMC
Corporation and us following the separation, see "Arrangements Between FMC
Technologies and FMC Corporation." For more information regarding these or
other allocations made in connection with the preparation of our combined
financial statements, see Note 2 and the other notes to those statements.

The financial information presented in this prospectus does not reflect
the debt or interest expense we would have incurred if we were a stand-alone
entity. In addition, the financial information presented in this prospectus may
not be indicative of our combined financial position, operating results or cash
flows in the future or what our financial position, operating results and cash
flows would have been had we been a separate, stand-alone entity during the
periods presented. The financial information presented in this prospectus does
not reflect any changes that will occur in our funding or operations as a
result of this offering, the distribution and our becoming a stand-alone
entity.

31

RESULTS OF OPERATIONS

The following table summarizes our combined operating results in 1998,
1999 and 2000, which were derived from our audited combined financial
statements included elsewhere in this prospectus. The information contained in
the table should be read in conjunction with the selected historical combined
financial data and the historical combined financial statements and notes
thereto included elsewhere in this prospectus. 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 debt facilities
and investments, income taxes, asset impairments and restructuring and other
charges (See Note 5 to our combined financial statements), last-in, first-out,
or LIFO, inventory adjustments and other income and expense items.

YEAR ENDED DECEMBER 31,
----------------------------
1998      1999      2000
--------  --------  --------
(IN MILLIONS)

REVENUE
Energy Systems................................... $1,320.9  $1,129.4  $1,037.3
Specialty Systems................................    868.2     826.3     839.5
Intercompany eliminations........................     (3.6)     (2.6)     (1.6)
--------  --------  --------
Total revenue.................................. $2,185.5  $1,953.1  $1,875.2
========  ========  ========

SEGMENT OPERATING PROFIT
Energy Systems................................... $   95.2  $   97.1  $   72.4
Specialty Systems................................     72.8      64.2      69.0
--------  --------  --------
Total segment operating profit.................    168.0     161.3     141.4
Corporate expenses...............................    (36.4)    (35.3)    (33.7)
Other expense, net...............................     (3.9)     (6.9)     (1.5)
--------  --------  --------
Operating profit, before asset impairments,
restructuring and other charges, net interest
income (expense) and income tax expense.........    127.7     119.1     106.2
Asset impairments................................      --       (6.0)     (1.5)
Restructuring and other charges..................      --       (3.6)     (9.8)
Net interest income (expense)....................     (1.9)      0.5      (4.3)
--------  --------  --------
Income from continuing operations, before
income taxes..................................    125.8     110.0      90.6
Income tax expense...............................     38.6      33.5      22.7
--------  --------  --------
Income from continuing operations..............     87.2      76.5      67.9
Discontinued operations, net of income taxes.....      --       (5.5)      --
--------  --------  --------
Net income..................................... $   87.2  $   71.0  $   67.9
========  ========  ========

YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31, 1999

Revenue. Our total revenue for the year ended December 31, 2000 decreased
$77.9 million, or 4.0%, to $1,875.2 million, compared to $1,953.1 million for
the year ended December 31, 1999, as a result of declines in Energy Systems'
revenue, which were partially offset by increased Specialty Systems' revenue.
Energy Systems' revenue in 2000 decreased $92.1 million, or 8.2%, to $1,037.3
million from $1,129.4 million in 1999. Specialty Systems' revenue in 2000
increased $13.2 million, or 1.6%, to $839.5 million, compared to $826.3 million
in 1999.

Lower Energy Systems' revenue in 2000 reflected continued delays by oil
and gas companies in the awarding of new contracts for large subsea projects.
The delays were attributable in part to restructuring and merger activity in
the oil and gas industry and to delays experienced by oil and gas companies in
obtaining required government approvals for subsea projects located offshore
West Africa. Higher sales of surface wellhead and fluid control equipment in
2000, historically considered a leading indicator of market activity, partly
offset the lower subsea revenue.

32

Specialty Systems' revenue increased in 2000 compared to 1999 by
approximately $38.5 million due to the acquisition of Northfield Freezing
Equipment in February 2000 and by $19.1 million due to continued growth in our
aftermarket services. These increases were partly offset by a $21.7 million
decrease in sales of agricultural machinery, a $12.1 million decrease in sales
of domestic loaders and a $9.4 million decrease in sales of loaders in Europe
and the Middle East. Reduced loader sales resulted as airlines responded to
higher operating costs, primarily driven by higher fuel costs in 2000, by
restricting capital purchases.     

Segment Operating Profit. Total segment operating profit decreased $19.9
million, or 12.3%, to $141.4 million in 2000 from $161.3 million in 1999.
Energy Systems' operating profit in 2000 decreased $24.7 million, or 25.4%, to
$72.4 from $97.1 million in 1999. Operating profit for Specialty Systems
increased $4.8 million, or 7.4%, to $69.0 million in 2000 from $64.2 million in
1999.

Energy Systems' operating profit in 2000 and 1999 included pre-tax gains
of $0.5 million and $4.6 million, respectively, from the sale of assets.
Excluding these gains, Energy Systems' operating profits decreased 22.3% to
$71.9 million in 2000 from $92.5 million in 1999. This decrease was primarily
the result of lower sales volumes of subsea and floating production systems due
to delays in the awarding of new contracts by oil and gas companies, and an
$8.1 million increase in research and development expense, primarily directed
at new subsea market initiatives.

Specialty Systems' operating profit increased in 2000 as compared to
1999, due primarily to cost reductions, which resulted in part from then-
current and prior restructuring activities. Also contributing to the increased
operating profit were higher sales volumes of Jetway(R) systems and a cost
overrun that occurred in 1999 associated with an international Jetway(R)
project. The higher operating profit was partly offset by lower profits on
ground support equipment due to reduced margins that were driven by lower sales
volumes and changes in customer mix, as well as increased competitive pressure
and lower profits on freezer sales, which were negatively affected by customer
consolidation.

Corporate Expenses. Corporate expenses decreased $1.6 million, or 4.5%,
to $33.7 million in 2000 from $35.3 million in 1999, due to ongoing and prior
restructuring efforts.

Other Expense, net. Other income and expense is comprised primarily of
LIFO inventory adjustments and pension income or expense. Pension and other
postretirement benefit expense decreased from $8.7 million in 1999 to $5.2
million as a result of an increase in the discount rate used to calculate
pension expense for 2000.

Asset Impairments and Restructuring and Other Charges. In the second
quarter of 2000, we recorded asset impairments and restructuring and other one-
time charges totaling $11.3 million before taxes, or $6.9 million after taxes.
Asset impairments of $1.5 million were required to write down selected Energy
Systems' machinery to its estimated recoverable amount after a decision was
made to withdraw from several non-core manufacturing activities. An analysis of
estimated future cash flows attributed to these assets indicated that an
impairment of the assets had occurred. Restructuring and other one-time charges
were $9.8 million before taxes, and included $8.0 million, which resulted
primarily from strategic decisions to restructure selected Specialty Systems'
operations due to economic downturns in a number of markets in which we
participate as well as decisions to withdraw from several manufacturing
activities which are no longer considered core competencies. The restructuring
consisted of reductions in force of 236 individuals and is expected to result
in reduced compensation expense beginning in 2001. Restructuring charges of
$1.4 million at Energy Systems consisted of severance costs related to
reductions in force of 68 individuals as a result of the delay in orders
received from oil and gas companies for major systems. The Energy Systems
restructuring is also expected to result in reduced compensation expense
beginning in 2001. Restructuring charges of $0.4 million related to a corporate
reduction in force. The remaining 53 workforce reductions associated with these
restructuring programs were completed during the first quarter of 2001.     

Net Interest Income (Expense). Net interest is associated with cash
balances and third-party debt in our operating companies. Because FMC
Corporation has historically funded most of its businesses centrally, third-
party debt and cash for operating companies have been minimal and are not
representative of what our actual

33

debt or cash balances would have been had we been a separate, stand-alone
entity. Net interest expense in 2000 was $4.3 million, compared to interest
income of $0.5 million in 1999. The increase in net interest expense in 2000
was primarily the result of a reduction of short-term marketable securities in
foreign businesses.     

Income Tax Expense. Income tax expense in 2000 was $22.7 million,
resulting in an effective tax rate of 25.0%, as compared to income tax expense
of $33.5 million and an effective tax rate of 30.4% in 1999. The differences
between the effective tax rates for these periods and the statutory U.S.
federal income tax rate relate primarily to differing foreign tax rates,
foreign sales corporation benefits, incremental state taxes and non-deductible
goodwill amortization and expenses. A greater benefit from lower foreign tax
rates in 2000 accounted for the overall decreased effective rate compared to
1999.

Discontinued Operations. In 1999, we recorded a provision for
discontinued operations of $9.0 million ($5.5 million after tax) to increase
our actuarially-determined product liability reserves associated with
discontinued machinery businesses. See Note 12 to our combined financial
statements for further information regarding this provision, our discontinued
operations reserves and related product liability claims.     

Net Income. Net income in 2000 decreased $3.1 million, or 4.4%, to $67.9
million, compared to $71.0 million in 1999.

Order Backlog. Our combined order backlog as of December 31, 2000 was
$644.3 million, of which $425.1 million was related to Energy Systems and
$219.2 million was related to Specialty Systems. Our combined order backlog as
of December 31, 1999 was $840.6 million, of which $593.4 million was related to
Energy Systems and $247.2 million was related to Specialty Systems. The decline
in Energy Systems' order backlog in 2000 as compared with 1999 was primarily
related to delays by oil and gas companies in the awarding of new contracts for
large subsea projects. The decline in order backlog for Specialty Systems in
2000 as compared with 1999 was primarily due to lower orders for food
processing equipment in 2000.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

Revenue. Our total revenue for the year ended December 31, 1999 decreased
$232.4 million, or 10.6%, to $1,953.1 million, compared to $2,185.5 million for
the year ended December 31, 1998, as a result of declines in both segments'
revenue. Energy Systems' revenue in 1999 decreased $191.5 million, or 14.5%, to
$1,129.4 million from $1,320.9 million in 1998. Specialty Systems' revenue in
1999 decreased $41.9 million, or 4.8%, to $826.3 million, compared to $868.2
million in 1998.

Lower Energy Systems' revenue reflected reduced customer exploration and
production spending in 1999 compared to 1998, due to lower crude oil and
natural gas prices in 1998 and in the first half of 1999. In addition, market
uncertainty related to the direction of oil and natural gas prices and
consolidation by major oil companies resulted in delays in subsea projects.
Energy Systems' revenue in 1999 also declined following the disposition of our
Crosby Valve business to a subsidiary of Tyco International Ltd. in 1998.
Crosby Valve, which had revenue of $52.5 million through the date of
divestiture in July 1998, was not strategically aligned with other Energy
Systems businesses. Partly offsetting these declines were higher deliveries
relating to the Elf Girassol Angola and Terra Nova Canada projects and higher
sales to several of Energy Systems' alliance customers, including Shell
Exploration and Production U.S.A. and Exxon.

The decline in Specialty Systems' revenue in 1999 compared to its revenue
in 1998 was partly due to lower domestic sales of cargo loaders, as most of the
major airlines completed replacement programs of older fleets in 1998 and
returned to more normal purchasing patterns in 1999. In addition, lower sales
of freezing systems and the divestiture of our converting equipment product
line in 1998 also contributed to the decline in revenue in 1999. These
reductions were partially offset by increased sales of food processing
equipment to major food processors and increased sales of ground support
equipment to European airports and airlines.

Segment Operating Profit. Total segment operating profit decreased $6.7
million, or 4.0%, in 1999 to $161.3 million, compared to $168.0 million in
1998. Energy Systems' operating profit in 1999 increased $1.9 million, or 2.0%,
to $97.1 million from $95.2 million in 1998. Operating profit for Specialty
Systems declined $8.6 million, or 11.8%, to $64.2 million in 1999 from $72.8
million in 1998.

34

Energy Systems' operating profit in 1999 and 1998 included pre-tax gains
of $4.6 million and $16.0 million, respectively, from the sale of assets.
Excluding these gains, Energy Systems' operating profit increased by 16.8% from
$79.2 million in 1998 to $92.5 million in 1999. Energy Systems' increased
operating profit in 1999 compared to 1998 resulted from improved margins driven
by product mix and cost reduction efforts.

Specialty Systems' lower operating profit in 1999 compared to 1998 was a
result of lower sales volumes, particularly for loaders, and lower margins for
passenger boarding bridge projects due to a cost overrun in 1999 associated
with an international Jetway(R) project. These lower revenue and margins were
partially offset by higher margins resulting from a higher percentage of
Specialty Systems' sales to the food and citrus processing industries and
continued growth within our after-market services.

Corporate Expenses. Corporate expenses decreased $1.1 million, or 3.1%,
to $35.3 million in 1999 from $36.4 million in 1998, due to ongoing and prior
cost reduction efforts.

Other Expense, net. Other income and expense is comprised primarily of
LIFO inventory adjustments and pension income or expense. Pension and
postretirement benefit expense of $8.7 million in 1999 increased from $2.9
million in 1998 because of a decrease in the discount rate used to calculate
pension expense in 1999 and a 1999 provision for nonqualified pension benefits.

Asset Impairments and Restructuring and Other Charges. In the third
quarter of 1999, we recorded asset impairments and restructuring and other one-
time charges totaling $9.6 million before taxes, or $5.9 million after taxes.
Asset impairments of $6.0 million before taxes were required to write-down
selected Specialty Systems' assets as estimated future cash flows attributed to
these assets indicated that an impairment of the assets had occurred. The
restructuring and other one-time charges of $3.6 million before taxes resulted
primarily from strategic decisions to divest or restructure selected corporate
departments and a number of businesses, including selected Energy Systems and
Specialty Systems operations.

Net Interest Income (Expense). Because FMC Corporation has historically
funded most of its businesses centrally, third-party debt and cash for
operating companies have been minimal and are not representative of what our
actual debt or cash balances would have been had we been a separate, stand-
alone entity. Net interest income in 1999 was $0.5 million, compared to net
interest expense in 1998 of $1.9 million. The reduced net interest expense in
1999 resulted from lower average debt balances.

Income Tax Expense. Income tax expense in 1999 was $33.5 million,
resulting in an effective tax rate of 30.4%, compared to income tax expense of
$38.6 million and an effective tax rate of 30.7% in 1998. The differences
between the effective tax rates for these periods and the statutory U.S.
federal income tax rate relate primarily to differing foreign tax rates,
foreign sales corporation benefits, incremental state taxes and non-deductible
goodwill amortization and expenses.

Discontinued Operations. In 1999, we recorded a provision for
discontinued operations of $9.0 million ($5.5 million after tax) to increase
our actuarially-determined product liability reserves associated with
discontinued businesses. See Note 12 to our combined financial statements for
further information regarding this provision, our discontinued operations
reserves and related product liability claims.     

Net Income. Net income in 1999 decreased $16.2 million, or 18.6%, to
$71.0 million, compared to $87.2 million in 1998.

Order Backlog. Our combined order backlog as of December 31, 1999 was
$840.6 million, of which $593.4 million was related to Energy Systems and
$247.2 million was related to Specialty Systems. Our combined order backlog as
of December 31, 1998 was $1,133.9 million, of which $877.9 was related to
Energy Systems and $256.0 million was related to Specialty Systems. The lower
order backlog for Energy Systems reflected reduced customer exploration and
production spending in 1999 as compared to 1998.

35

LIQUIDITY AND CAPITAL RESOURCES

We had cash and cash equivalents of $17.8 million and $40.1 million at
December 31, 2000 and 1999, respectively. We generated cash from operating
activities of $9.5 million in 2000, compared to $154.3 million in 1999 and
$196.2 million in 1998. Operating working capital, which excludes cash and cash
equivalents, short-term debt and income tax balances, increased $110.4 million
from $40.6 million at December 31, 1999 to $151.0 million at December 31, 2000.
Our working capital balances vary significantly depending on the payment terms
and timing of delivery on key contracts, particularly for Energy Systems'
customers. During 1998 and 1999, working capital requirements declined
significantly due to favorable advance payment terms on key contracts, many of
which were approaching completion in 2000. Working capital requirements rose
significantly in 2000 due to the delay by oil and natural gas companies in
awarding significant new long-term contracts, and a trend toward lower advance
payments.     

During the fourth quarter of 1999, FMC Corporation entered into an
accounts receivable financing facility under which accounts receivable are sold
without recourse through a wholly owned, bankruptcy remote subsidiary. As part
of FMC Corporation, we have participated in the receivable financing facility,
which resulted in a reduction of accounts receivable of $38.0 million and $22.3
million on our combined balance sheets at December 31, 2000 and 1999,
respectively. Net discounts recognized on sales of receivables are included in
selling, general and administrative expenses in the combined statements of
income and amounted to $0.1 million and $0.3 million for the years ended
December 31, 2000 and 1999, respectively.

Cash provided by investing activities was $63.4 million in 2000, compared
to cash used in investing activities of $6.5 million in 1999 and $128.6 million
in 1998. Cash inflows in 2000 include the redemption of Tyco preferred stock
received in conjunction with the sale of Crosby Valve for $128.7 million,
including dividends of $1.2 million. In addition, in 2000, we acquired
Northfield Freezing Equipment for $39.8 million in cash and the assumption of
liabilities. In 1998, we acquired a majority interest in an energy services
business for $82.8 million, net of cash acquired, and in 1999, we acquired
additional outstanding shares of the same business for $21.7 million and now
own approximately 98%. We continue to evaluate other potential acquisitions,
divestitures and joint ventures on an ongoing basis. We are not currently in
negotiations regarding any material acquisition, divestiture or joint venture.

During 2000 and 1999, we entered into agreements for the sale and
leaseback of $13.7 million and $29.1 million of equipment, respectively. We
received net proceeds of $22.5 million in 2000 and $52.1 million in 1999 in
connection with these transactions. Non-amortizing deferred credits were
recorded in conjunction with the sale transactions. These credits totaled $31.8
and $23.4 million at December 31, 2000 and 1999, respectively, and are included
in other long-term liabilities. For more information on these sale and
leaseback transactions, see Note 7 to our combined financial statements.

Total borrowings were $41.1 million and $12.0 million at December 31,
2000 and 1999. Because FMC Corporation has historically funded most of its
businesses centrally, third-party debt and cash for operating companies has
been minimal and is not representative of what our actual debt balances would
have been had we been a separate stand-alone entity.

We anticipate that our debt after giving effect to this offering will be
approximately $315.5 million or $284.4 million if the underwriters' over-
allotment option is fully exercised. In addition, the amount of debt we will
assume will be adjusted for the cash flow from operations from January 1, 2001
to the closing of this offering. After this offering, our committed credit will
consist of two revolving credit facilities: a $250 million five-year credit
agreement and a $150 million 364-day revolving credit facility, both of which
we will assume from FMC Corporation. As a part of FMC Corporation, we
previously had access to funds available under FMC Corporation's revolving
credit and other debt facilities, which will remain with FMC Corporation in the
separation. In order to allocate debt between the remaining businesses of FMC
Corporation and us in the separation, FMC Corporation and we entered into the
$250 million five-year credit agreement and the $150 million 364-day revolving
credit facility, as well as a $200 million 180-day revolving credit facility.
FMC Corporation received all of the proceeds from, and we will assume the
obligations under, those credit facilities.     

36

We expect to use the estimated $205.0 million of net proceeds from this
offering to pay down all borrowings outstanding under the $200 million 180-day
revolving credit facility and to use the remaining net proceeds to pay down a
portion of the borrowings outstanding under the $150 million 364-day revolving
credit facility. Our management believes that the amount of debt that we will
assume, reduced by the application of the net proceeds from this offering,
represents a reasonable and appropriate level of debt for our company.     

We expect to meet our operating needs, fund capital expenditures and
potential acquisitions and meet debt service requirements through cash
generated from operations and the credit facilities discussed above. On or
before the completion of this offering, we will discontinue selling accounts
receivable. Consequently, it is expected that receivables will subsequently
increase by the amount of receivables sold as of this offering, with a
corresponding increase in debt. As of December 31, 2000, approximately $38
million of accounts receivable were sold. Capital spending is forecast to be
approximately $60 million for 2001, compared with $43.1 million in 2000.     

DERIVATIVE FINANCIAL INSTRUMENTS AND MARKET RISKS

We are subject to financial market risks, including fluctuations in
currency exchange rates. In managing our exposure to these risks, we may use
derivative financial instruments in accordance with the established policies
and procedures discussed below. We do not use derivative financial instruments
for trading purposes. At December 31, 2000, our derivative holdings consisted
primarily of foreign currency forward contracts.

When we sell or purchase products or services outside the United States,
transactions are frequently denominated in currencies other than U.S. dollars.
We mitigate our exposure to variability in currency exchange rates when
possible through the use of natural hedges, whereby purchases and sales in the
same foreign currency and with similar maturity dates offset one another.
Additionally, we initiate hedging activities by entering into foreign exchange
forward or options contracts with third parties when natural hedges are not
feasible. The maturity dates of the currency exchange agreements that provide
hedge coverage are substantially synchronized with those of the underlying
purchase or sales commitments.

To monitor our currency exchange rate risks, we use a sensitivity
analysis, which measures the impact on earnings of an immediate 10% devaluation
in the foreign currencies to which we have exposure. This calculation assumes
that each exchange rate would change in the same direction relative to the U.S.
dollar. Based on the sensitivity analysis at December 31, 2000, such a
fluctuation in currency exchange rates in the near term would not materially
affect our combined operating results, financial position or cash flows. We
believe that our hedging activities have been effective in reducing our risks
related to historical currency exchange rate fluctuations.     

As of December 31, 1999 and 2000, we held foreign exchange forward
contracts with notional amounts of approximately $388.7 million and $417.8
million, respectively, in which foreign currencies (primarily Norwegian krone,
Singapore dollars and British pounds) were purchased. As of those same dates,
we also held foreign exchange forward contracts with notional amounts of
approximately $254.2 million and $335.7 million, respectively, in which foreign
currencies (primarily Singapore dollars, British pounds, euros and Norwegian
krone in 1999 and Norwegian krone, Swedish krona, Singapore dollars and British
pounds in 2000) were sold. Notional amounts are used to measure the volume of
derivative financial instruments and do not represent potential gains or losses
on these instruments.     

During September 1998, we entered into $33.0 million of forward contracts
to offset risks associated with the portions of our Brazilian investments
denominated in the Brazilian real. During the first quarter of 1999, the
Brazilian real devalued. Losses from the decline in value of our real-
denominated investments during the 1999 devaluation, as well as 1999 economic
losses related to the Brazilian economic crisis, were offset by gains on these
forward contracts.

37

In connection with the separation, we expect to enter into one or more
debt instruments that will subject us to the risk of loss associated with
movements in interest rates. We may from time to time enter into arrangements
to manage or mitigate interest rate risk utilizing derivative financial
instruments.

For more information on derivative financial instruments, see Notes 3 and
14 to the combined financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended, is effective for
our combined financial statements beginning January 1, 2001. This statement
will require us to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of the derivative will either be offset against the
change in fair value of the hedged item through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be recognized
in earnings immediately. We expect that our adoption of this statement on
January 1, 2001 will result in the recognition of a net loss of approximately
$7.2 million after tax in the combined statement of income and a charge of
approximately $2.3 million to other comprehensive income in the first quarter
of 2001, both of which will be accounted for as the cumulative effect of a
change in accounting principle.

CONVERSION TO THE EURO

On January 1, 1999, 11 European Union member states adopted the euro as
their common national currency. During the transition period ending January 1,
2002, either the euro or a participating country's present currency will be
accepted as legal tender. Beginning on January 1, 2002, euro-denominated bills
and coins will be issued, and by July 1, 2002, the euro will be the only
currency that the member states will use.

We continue to address the strategic, financial, legal and systems issues
related to the various phases of the transition. We are evaluating customer and
business needs on a timely basis and are attempting to anticipate and prevent
complications related to the conversion. Throughout the transition period, we
have incurred and will continue to incur minor costs related primarily to
programming changes in our information systems.

38

BUSINESS

OVERVIEW

We design, manufacture and service technologically sophisticated systems
and products for our customers through our Energy Systems and Specialty Systems
segments. Energy Systems is a leading supplier of systems and services used in
the offshore, particularly deepwater, exploration and production of crude oil
and natural gas. In addition, Specialty Systems provides technologically
advanced handling and processing systems to industrial customers. During the
year ended December 31, 2000, we generated $1,875.2 million of revenue, after
intercompany eliminations. In the year 2000, Energy Systems generated $1,037.3
million of revenue, resulting in a 14.5% compound annual growth rate since
1994, and Specialty Systems generated $839.5 million of revenue, resulting in
an 8.5% compound annual growth rate over the same period.     

ENERGY SYSTEMS

Energy Systems is a global leader in the provision of subsea drilling and
production systems, including subsea tree systems that control the flow of
crude oil and natural gas from the well, systems for floating production
solutions and surface drilling and production systems, to oil and gas companies
involved in the exploration and production of crude oil and natural gas. Many
of the systems that we provide are for use in the exploration, development and
production of crude oil and natural gas reserves located in technologically
challenging deepwater environments, which involve water depths of greater than
1,000 feet. Worldwide exploration and production spending is expected to
increase an estimated 19.1% in 2001 to approximately $103.2 billion. More
specifically, an external industry survey published in early 2000 projected
that subsea tree installations would increase at a compound annual growth rate
of 17.0% between 2000 and 2004.     

We are also a leading provider of specialized, high-performance fluid
control systems and products, measurement systems, loading systems and blending
and transfer systems to customers involved in the transportation and processing
of crude oil, natural gas and refined petroleum-based products.

We supply subsea systems to leading exploration and production companies.
We are a major supplier of subsea tree systems and associated services to
ExxonMobil Corporation, BP Amoco p.l.c., Shell Exploration and Production
Company (USA), Statoil A.S., Total Fina Elf S.A. and Petroleo Brasileiro S.A.
These six companies are projected to be among the eight most active developers
of subsea oil and gas over the next five years based on projected subsea tree
installations. We believe that the continuing consolidation in the oil and gas
industry will lead to further outsourcing by the major oil companies and the
selection of a limited number of vendors. We believe our customers prefer
vendors that can provide comprehensive systems and services that are engineered
to fit their individual needs--particularly for highly capital-intensive and
technologically challenging subsea deepwater projects.     

With our integrated systems for subsea exploration and production, we
have aggressively pursued alliances with oil and gas companies that are
actively engaged in the subsea development of crude oil and natural gas.
Development of subsea fields, particularly in deepwater environments, involves
substantial capital investments by our customers. Our customers have sought the
security of alliances with us to ensure timely and cost-effective delivery of
subsea and other energy-related systems that provide an integrated solution to
their needs. Our key subsea alliance customers include Agip Exploration and
Production, which is a subsidiary of ENI S.p.A., BP Amoco, Norsk Hydro, Shell
Exploration and Production Company, Statoil and Unocal Corporation. In addition
to these alliances, we are currently supplying subsea trees to Amerada Hess
Corporation, Anadarko Petroleum Corporation, ExxonMobil, Kerr-McGee
Corporation, Petrobras, Petro-Canada, Total Fina Elf, Vietsopetro and Woodside
Petroleum Ltd.     

We have an established presence in more than 30 countries and are
involved in all of the world's major subsea crude oil and natural gas basins
currently under development. Since 1995, we have installed, or been awarded
contracts for the installation of, more subsea tree systems than any other
manufacturer. Since 1994, we have installed more than 315 subsea trees, which
reside on the ocean floor and are used to control     

39

and regulate the flow of crude oil and natural gas from wells. Of the trees
that we have installed since 1994, approximately 89% are located off the coast
of Brazil, in the Gulf of Mexico, off the coast of West Africa or in the North
Sea. Deepwater fields are forecasted to account for 90% of the reserves to be
developed in fields off the coast of Brazil, 89% in the Gulf of Mexico and 45%
off the coast of West Africa.     

We have developed our leadership position through our investment in and
application of technology to our systems and products. In 1987, we set a world
record for the deepest subsea tree completion at 1,348 feet off of the coast of
Brazil. Between 1987 and 2000, we set another five world records, and, in March
2001, we expect to set yet another deepwater world record by installing a
subsea tree at a depth of approximately 6,200 feet, also off of the coast of
Brazil. To maintain our leading technology, between 1994 and 2000, we have
increased our research and development spending by an average of 15.7% per
year. Our research and development teams have focused on introducing new
systems and services that lower our customers' operating costs and capital
requirements to access deepwater reserves. To meet the demands of crude oil and
natural gas production in increasingly deeper water, we are currently focusing
on developing subsea systems for use in up to 10,000 feet of water under
conditions that involve extreme well pressures and temperatures. In addition,
to enhance the recovery of subsea crude oil and natural gas reserves and
improve the financial returns associated with subsea developments, we are
developing systems that are intended to lower the cost of intervening into
subsea wells and to put subsea processing and other production-related
activities on the ocean floor.

Although trends in the demand for and price of crude oil and natural gas
affect oil and gas industry activity and expenditure levels and thereby the
demand for Energy Systems' systems and services, Energy Systems' financial
performance generally has been less affected by short-term market cycles and
volatile commodity prices than the financial performance of companies operating
in other sectors of the oilfield services industry. Most of the systems that we
supply are highly engineered to meet the unique demands of our customers and
are typically ordered one or two years prior to installation. We believe that,
due to their long lead times and high potential returns, the deepwater projects
in which our systems are used typically are not the marginal projects that are
more subject to cancellation or delay during periods of low crude oil and
natural gas prices. In addition, we believe that Energy Systems is less capital
intensive than companies operating in other sectors of the oilfield services
industry due to factors such as high engineering content, the outsourcing of
certain low value-added manufacturing and advance payments received from
customers.     

GROWTH STRATEGY

Worldwide exploration and production spending is expected to increase an
estimated 19.1% in 2001 to approximately $103.2 billion. More specifically, an
external industry survey published in early 2000 projected that subsea tree
installations would increase at a compound annual growth rate of 17.0% between
2000 and 2004.     

From 1994 to 2000, Energy Systems' revenue and segment operating profit
increased at compound annual rates of 14.5% and 31.8%, respectively. Energy
Systems' revenue for 1994 includes the first full year of its ownership of two
acquired subsea businesses, Kongsberg Offshore A.S. and SOFEC, Inc. These two
acquisitions substantially expanded Energy Systems' scope of subsea products
and contributed to the development of our subsea systems and floating
production offerings.

40

We believe that growth in Energy Systems is based upon our ability to
supply the integrated systems required by the high-growth deepwater sector of
the exploration and production industry. We expect that demand for these
systems will continue to increase as exploration and production of crude oil
and natural gas in technologically challenging deepwater and remote areas
increases. In addition to benefiting from the expected growth in the business
areas we serve, we intend to pursue select, complementary acquisitions and the
following internal growth strategy:

.  FOCUS ON TECHNOLOGICAL INNOVATION. We have increased Energy Systems'
research and development spending by a compound annual rate of 15.7%
from 1994 to 2000 to $33.8 million in 2000. We believe that our
technological innovations have optimized product performance and led
to breakthrough installation techniques, yielding substantial cost
savings that have helped to make deepwater production and the
development of smaller fields an economic reality. We believe that
reductions in the total cost of production of an offshore field and
the technological challenges posed by ultra-deepwater production have
been, and will continue to be, major factors influencing the
development of subsea products and services.

.  DEVELOP AND MAINTAIN ALLIANCES WITH KEY CUSTOMERS. We intend to
expand our current alliances and form new alliances with other
companies active in the oil and gas industry. Our current key subsea
alliance customers include Agip Exploration and Production, Norsk
Hydro, Shell Exploration and Production Company, Statoil and Unocal.
Through our relationships with our customers, we are able to refine
and standardize our systems and services over many projects and to
optimize offshore installation techniques for the lowest total cost
and maximum reservoir recovery.

.  PROVIDE A BROAD PACKAGE OF SYSTEMS AND SERVICES. We intend to develop
and acquire additional systems and services that complement our
current offerings and leverage our worldwide infrastructure. As major
oil companies increasingly outsource non-core operations, we believe
that they will continue to seek suppliers, like us, that can provide
an integrated solution to their exploration and production needs
through a single-sourced package of related systems and services.

INDUSTRY

The primary factor influencing demand for the exploration and production
systems and services that we provide is the exploration and production spending
of oil and gas companies, particularly with respect to offshore activities
worldwide. Exploration and production spending levels, in turn, depend
primarily on current and anticipated future crude oil and natural gas prices,
production volumes and oil and gas company operating costs.

The oil and gas industry has increasingly focused on deepwater field
development. This heightened focus has resulted in increases in new deepwater
discoveries, deepwater exploration and production spending, offshore crude oil
and natural gas production volume and the number of deepwater drilling rigs.
For example, the number of deepwater crude oil and natural gas discoveries has
increased from 16 during 1994 to 68 during 1999. Deepwater fields are forecast
to account for 90% of the reserves to be developed in fields off the coast of
Brazil, 89% in the Gulf of Mexico and 45% off the coast of West Africa. Since
1978, a total of 40 billion barrels of oil equivalent has been discovered in
deepwater locations, and only 4% of those barrels have been produced.     

We estimate that, in 1994, the major oil and gas companies spent
approximately 23% of their exploration and production budgets on deepwater
activities. We further estimate that, in 2000, they spent approximately 50% of
their exploration and production budgets on deepwater activities. This
increased exploration and production activity in offshore fields has resulted
in significant increases in the amount of crude oil and natural gas produced
from offshore areas in recent years. In 1990, worldwide non-OPEC offshore oil
production was 10.9 million barrels of oil per day, representing 26% of the
worldwide non-OPEC production.

41

In 2000, worldwide non-OPEC offshore oil production was 19.3 million barrels of
oil per day, representing 40% of the worldwide non-OPEC production.

The oilfield services industry has recognized this movement to offshore
and deepwater exploration and production and are investing the capital required
to meet the demands of this increasing activity. For example, offshore drilling
contractors are increasing the number of drilling rigs capable of operating in
deepwater. A drilling rig capable of operating in ultra-deepwater, which
involves depths beyond 5,000 feet, represents a significant investment,
typically between $160 million and $380 million for a new rig. Since 1994, 41
new drilling rigs were added to operate in ultra-deepwater. This represents
approximately a six-fold increase from 1994 levels of drilling rigs with
equivalent water depth capabilities.

The reduction in development costs of crude oil and natural gas and the
development of efficient technological solutions in response to the extreme
environmental and logistical challenges presented by deepwater have been, and
we believe will continue to be, major factors influencing the growth of the
subsea oilfield services industry. In addition, consolidation among oil and gas
companies, and the cost cutting initiatives that have resulted, have led to
more outsourcing of functions previously performed by the oil and gas
companies. These factors have driven three principal ongoing trends:

.  technological improvements and refined installation techniques;

.  growth in the use of subsea systems and services; and

.  delivery of more integrated systems of related products and services
for subsea developments.

Technological improvements and refined installation techniques. Oil and
gas companies have increasingly relied upon more sophisticated technologies to
reach remote crude oil and natural gas reserves deep below the ocean's surface.
Advances in exploration and production techniques, such as three-dimensional
seismic data collection and interpretation, directional drilling, deepwater
completion technology and floating production facilities, have contributed
significantly to the ability of oil and gas companies to economically recover
these remote reserves. For example, oil and gas companies have increasingly
used technologically sophisticated floating production platforms, as opposed to
fixed platforms, as they permit oil and gas companies to produce, process and
offload crude oil and natural gas from offshore fields having widely differing
production characteristics and water depths. These include:     

.  floating production, storage and offloading vessels, or FPSOs, which
are ships fitted with crude oil and natural gas production and
processing systems;

.  tension leg platforms, or TLPs, which are floating production and
drilling structures that are anchored to the ocean floor with
tendons; and

.  SPARs, which are cylindrical floating production and drilling
structures anchored to the seabed by a spread mooring pattern of
cables.

In 1994, there were only four TLPs and no SPARs in operation worldwide. In
2001, it is anticipated that the number of units in operation worldwide will
increase to 14 TLPs and four SPARs. Likewise, currently, there are 72 FPSOs in
operation or under construction, as compared to 23 in 1994.

Technological improvements and refined installation techniques provide
opportunities for Energy Systems to expand our subsea offerings to new,
complementary technologies that are used in deepwater production.     

Growth in the use of subsea products and services. As improved subsea
technology has increased the water depths at which this technology may be
applied, the number of subsea completions installed each year on a worldwide
basis has increased significantly, from 123 in 1994 to an estimated 206 in
2000, representing a 9.0% compound annual growth rate. In addition, oil and gas
companies have used subsea technology in conjunction with floating production
technology to develop reservoirs where a fixed platform is not economical or
practical. These techniques have become increasingly important as cost-
efficient methods to recover crude oil and natural gas reserves.     

In response to this trend, we intend to continue to expand and improve
our capabilities for engineering, project management, global procurement,
manufacturing, construction and testing, as well as field     

42

support for installation, commissioning, intervention and maintenance of subsea
developments throughout the life of the field.     

Delivery of more integrated solutions for subsea developments. To further
reduce the cost of subsea developments, oil and gas companies are increasingly
relying on a primary subsea contractor to provide extensive project
coordination and management. As a result of this trend, engineering,
procurement, installation and commissioning, or EPIC, turnkey contracting has
emerged as one alternative to customary, segmented contracts. One form of
subsea EPIC turnkey contracting involves a single contractor providing global
project coordination and management for a broad range of products and services.
In EPIC turnkey contracting, significant cost efficiencies can be realized by a
primary contractor with extensive internal resources. As such, a primary
contractor like us is generally able to engineer and design integrated systems
that have a minimum number of interface gaps between otherwise independent
products and systems.     

Consolidation among oil and gas companies, as evidenced by the publicly-
announced mergers and acquisitions within the oil and gas sector, has also
driven the demand for integrated solutions for subsea developments. These
consolidations and the resulting cost-cutting initiatives have led to more
outsourcing of functions previously performed by the oil and gas companies,
such as project engineering and project management. We believe this will lead
to a greater demand for integrated subsea systems and services like those we
provide.     

In addition to the total level of exploration and production of crude oil
and natural gas, the spending of oil and gas companies on the delivery and
distribution of crude oil and natural gas influences the demand for
transportation and processing systems and products. Economic factors
influencing this spending include the demand for natural gas, the need for
liquid petroleum and natural gas custody transfer solutions, the importation of
liquid natural gas, facility upgrades in refineries and distribution terminals
and new pipeline construction.

SYSTEMS, PRODUCTS AND SERVICES

Energy Systems provides customers with systems consisting of a package of
technologically sophisticated products and services. We design and manufacture
each system to provide our customers with a customized combination of products
and services that offer integrated solutions to help solve the problems they
face in the exploration, production, transportation and processing of crude oil
and natural gas.

We market our systems through our own sales force comprised of over 150
technically-oriented sales personnel, as well as agents in selected countries
who operate on a commission basis. Approximately 39% of Energy Systems' sales
are made on a percentage of completion basis as opposed to a "ship and bill"
basis.     

Subsea Systems. We are a leading supplier of systems used in the
production of crude oil and natural gas reserves located below the ocean's
surface. Subsea systems are placed on the seafloor and are used to control the
flow of crude oil and natural gas from the reservoir to a host facility, such
as an FPSO, TLP, SPAR or fixed platform. A host facility remotely controls the
subsea equipment and acts as a distribution hub to receive the crude oil and
natural gas produced from the subsea wells. The distance between a subsea
system and the host facility can vary from near proximity to 20 or more miles.
Subsea systems require sophisticated technology, requiring a high degree of
technical expertise and innovation. These systems are designed to withstand
exposure to the extreme atmospheric pressure that deepwater environments
present as well as internal pressures of up to 15,000 pounds per square inch
from the well. For deepwater developments, subsea systems are installed with
the assistance of remotely operated vehicles that are deployed from a drilling
rig or support vessel.

We provide integrated subsea development systems, including the initial
engineering design studies, subsea completion systems, control systems,
manifolds, templates, flow line connection and tie-in systems, installation and
workover tools and wellheads. In order to provide these systems and services,
we have developed capabilities, such as system and detail engineering, project
management and global procurement,

43

manufacturing, construction and testing, as well as field support for
installation, commissioning, intervention and maintenance of subsea
developments throughout the life of the field.

Floating Production. We are a global supplier of turret and mooring
systems for FPSOs. We also design and supply marine import and export
terminals.

A key component of the economical development of offshore crude oil and
natural gas reserves is the use of floating production systems as the host
facility. An FPSO is one type of floating production system that permits oil
and gas companies to produce, process and offload crude oil and natural gas
from offshore fields having widely differing production characteristics and
water depths. FPSOs typically perform the same function as fixed offshore
platforms in the production of crude oil and natural gas, but FPSOs cannot be
used as a platform for drilling and heavy well maintenance. In many
circumstances, FPSOs provide a number of advantages over fixed platforms. For
example, FPSOs are suitable for a wide range of field sizes and water depths,
may be reused on more than one development, generally cost less and are easier
to install and remove than fixed platforms and may reduce the time from the
discovery of crude oil and natural gas to production.

A typical field development involving an FPSO consists of wells completed
using subsea systems that are connected to the FPSO by flexible or rigid pipes
referred to as "risers" that carry the crude oil and natural gas from the ocean
floor to the vessel. The risers are connected to a turret, which is anchored in
place by a mooring system, allowing the FPSO to rotate according to the
prevailing weather and sea conditions. The FPSO controls the flow of crude oil
and natural gas from the subsea wells through a subsea control system that
communicates with each subsea well through an umbilical line. The crude oil and
natural gas are pre-processed onboard the FPSO and are exported to shuttle
tankers via off-take systems.

In addition to our capabilities for designing and producing turret and
mooring systems, we own a 37.5% interest in MODEC International LLC, a joint
venture with a wholly owned subsidiary of Mitsui Group. MODEC International
designs and supplies FPSOs and TLPs. Like FPSOs, TLPs provide a number of
advantages over fixed platforms, including the ability to operate in a wider
range of water depths, generally lower installation and operating costs,
ability to reuse on other fields, easier installation and removal and,
potentially, a shorter period of time to construct and install. FPSOs are
currently used in operations off the coast of West Africa and Brazil and in the
North Sea. Although FPSOs currently are prohibited from being used off the
coast of the United States, we believe they will be approved for use in the
Gulf of Mexico within the next several years.     

Surface. We provide a full range of surface wellheads and trees for
standard and critical service applications. Surface wellhead equipment is used
to support the casing and tubing strings in a well. In addition, the surface
wellhead equipment contains the well pressure, while the surface tree is used
to control and regulate the flow from the well. Our surface products and
systems are used worldwide on both land and offshore applications, including
TLP and SPAR platforms. Our technical and engineering expertise makes us a
leading supplier of critical service products used in difficult climatic
conditions, such as Arctic cold or high temperatures. Our surface business
supports its customers through leading engineering, manufacturing, field
installation support and aftermarket services.

Fluid Control. We are a leading supplier of flowline products,
reciprocating pumps and compact manifold systems for a range of oilfield
applications.

Our flowline products include high-pressure swivels, fittings and valves
used by other oilfield services companies in pressure pumping applications.
These products provide the conduit between the well service pumps and the
wellhead during cementing or well stimulation operations. The high-pressure and
corrosive nature of the chemicals used in cementing and well stimulation
operations dictates that flow line products typically are replaced frequently.

Our reciprocating pump product line includes duplex, triplex and
quintuplex pumps utilized in a variety of applications. Typical applications
include charge pumps for blow-out preventor accumulators, injection pumps for
enhanced production and pumps utilized in reverse osmosis systems for producing
potable

44

water on offshore and other remote locations. In addition, we are a leading
supplier of pumps to the trenchless drilling industry, which has emerged as the
primary means of laying fiber optic cable.

We are a leading supplier of compact production manifolds for the
offshore industry. Building upon a uniquely designed family of compact valves
and fittings, we assume turnkey responsibility for the design, engineering,
manufacturing, fabrication and installation of high-pressure production
manifolds suited for applications where weight and space are of paramount
importance. As a result, our systems are used throughout the world on offshore
fixed platforms, TLPs, SPARs and FPSOs.

Loading Systems. We are a leading supplier of land and marine-based fluid
loading and transfer systems to the oil and gas industry. Our systems are
capable of loading and offloading marine vessels transporting a wide range of
fluids, such as crude oil, liquefied natural gas and refined products. While
these systems are typically constructed on a fixed jetty platform, we also
supply advanced loading systems that can be mounted on a vessel to facilitate
ship-to-ship loading and offloading operations.

Measurement Systems. We are a leading supplier of precision measurement
systems for use in custody transfer of crude oil, natural gas and refined
products. We combine the strength of advanced metering technology with state-
of-the-art electronics and supervisory control systems to provide the precise
measurement of fluids for purposes such as verifying ownership and determining
revenue or tax obligations.

Blending and Transfer. We are a leading supplier of blending systems for
the petroleum industry, and we supply bulk conveying systems to the power
industry. Our process and software engineering, mechanical design and project
management expertise enables us to execute these projects on a turnkey basis.

SPECIALTY SYSTEMS

Specialty Systems is a leading supplier of specialized handling and
processing systems and services to industrial companies. We design, manufacture
and service technologically sophisticated food handling and processing systems
used for, among other things, convenience food preparation and citrus juice
extraction for food processors such as Nestle S.A., Tyson Foods, Inc., and
Cargill, Incorporated. In addition, we design, manufacture and service
technologically advanced ground support equipment and systems for airlines,
airports and air freight companies, such as United Airlines, Inc., Delta Air
Lines, Inc. and FedEx Corporation. Our products include citrus juice extraction
and commercial freezing systems as well as air cargo loaders and Jetway(R)
brand passenger boarding bridges.

Our historical and current strong positions in business areas in which we
operate have provided us with a large installed base of systems and equipment,
including what we believe to be the largest installed base of air cargo
loaders. We currently have an installed base of more than 5,800 industrial
freezers, 1,200 sterilizer units, 1,000 coating systems, 2,850 juice
extractors, 5,500 cargo loaders and 5,000 passenger boarding bridges.     

Specialty Systems' equipment is located in more than 110 countries around
the world. We estimate that our equipment processes approximately 75% of the
global production of orange juice, freezes approximately 50% of commercially
frozen foods on a global basis and sterilizes a significant portion of the
world's canned foods. Through our global presence, we are able to follow the
geographical expansion and consolidation of our customers and continue to
provide the same high level of service and aftermarket support around the
world.     

We believe that we have leading positions in most of the business areas
in which we operate as a result of our application of superior technology to
create solutions for our customers' specific requirements. For example, we
invented airline passenger boarding bridges and remain the leading supplier of
this product. Our flat product freezer is a leading technology used for
freezing products such as hamburgers. We estimate that our freezers process
approximately 60% of the hamburgers sold by McDonald's restaurants. Our
continuing presence with our customers in our aftermarket business enables us
to tailor our research and development efforts to fit our customers' specific
requirements.     

45

GROWTH STRATEGY

From 1994 to 2000, Specialty Systems' revenue and segment operating
profit increased at compound annual rates of 8.5% and 25.3%, respectively.

We believe Specialty Systems' historical growth resulted from providing
technology-based systems and products for food processing and air
transportation companies. In addition to benefiting from the expected growth in
many of the industry segments we serve, we intend to continue to broaden the
scope of systems, equipment and services that we provide. We further intend to
leverage our large installed base of products and systems to enhance customer
relationships, generate new business and grow our aftermarket equipment and
services operations.

.  PROVIDE BROADER SOLUTIONS. We intend to grow through increasing the
scope of systems, equipment and services that we provide to our
customers. As our customers continue to consolidate and expand
geographically, they are reducing their supplier base and developing
stronger relationships with their remaining suppliers. In the
fragmented food equipment industry, our strong customer
relationships, strong industry position and large installed base give
us a unique opportunity to provide our customers additional systems
and support. Similarly, as our air transportation customers
consolidate, expand geographically and form alliances, our existing
customer relationships and technologically advanced systems provide
us the customer knowledge, reputation and installed base that will
help to further broaden our product, leasing, maintenance, operation
and parts supply offerings.

.  INCREASE AFTERMARKET OPERATIONS. We intend to continue to leverage
our large installed base of equipment to grow our aftermarket
equipment and services operations to provide improved operational
efficiency for our customers. From 1994 to 2000, Specialty Systems'
aftermarket revenue increased at a compound annual rate of
approximately 10.9%. We provide retrofits to accommodate changing
operational requirements and continuous, proactive service, including
in some cases on-site personnel.

INDUSTRY

We currently provide specialized handling and processing systems,
primarily to the food processing and air transportation industries.

These industries are undergoing continuing consolidation. Major food
retailers are increasing their purchasing power through combinations. To
maintain profitability, food processors are being pressured to become more
efficient and to lower costs. As a result, they are consolidating and are
seeking technologically sophisticated integrated systems and services, such as
those we provide, to maximize the efficiency of their operations, while
maintaining high standards of food safety. Significant consolidations and
strategic alliances are reshaping the air transportation industry. Five
alliances currently represent approximately 50% of the total worldwide
passenger traffic. As with the food processors, the air transportation industry
is seeking broader solutions to support the efficient use of the airplane
fleets.

The worldwide fleet of airplanes is forecast to grow at a compound annual
rate of 4.3% through 2019, primarily driven by global economic development,
increased trade and the deregulation of airline markets and supported by growth
in both passenger traffic and air cargo. To accommodate this growth, airports,
airlines and air freight companies are expected to expand their existing
infrastructure. As a result of the projected airline fleet growth and the
demand that this growth is placing on current systems and infrastructure,
airports, airlines and air freight companies are seeking suppliers that can
provide total solutions such as integrated systems and processes to support
their primary operations.

Consumer demand in several segments of the convenience food industry we
serve has increased during the last decade, and is expected to continue to
grow. For example, worldwide retail sales of frozen ready-meals are forecast to
increase at a compound annual rate of 4.5% through 2005. In addition, the fast-
food industry is

46

growing, and fast-food companies are expanding geographically. For example,
McDonald's international restaurant sales grew at a compound annual rate of
17.0% from 1985 through 1999. This has increased the demand for systems and
services that we supply to food processors like H.J. Heinz Company, Tyson, Del
Monte Foods Company, Nestle, ConAgra Foods, Inc. and Unilever p.l.c., which in
turn supply processed food to food retailers and fast food restaurants.

We believe that projected growth in these industries and the trend toward
consolidation will continue to result in food processors, airlines, airports
and air transportation companies outsourcing an increasing amount of non-core
services and seeking suppliers to provide integrated systems and products that
are technologically advanced, cost-efficient and supported by extensive service
capabilities.

SYSTEMS, PRODUCTS AND SERVICES

We offer a broad portfolio of systems, products and services to our
customers. We market our systems through our own sales force comprised of
approximately 185 technically oriented sales personnel as well as in some
cases, through independent distributors and sales representatives. The majority
of Specialty Systems' sales are made on a ship and bill basis as opposed to
under percentage of completion contracts. Most of the citrus processing
equipment is provided to our customers under full-service leases for which we
are paid fixed rates, plus payments based on actual production volumes. The
majority of these full-service leases are three to five years in duration and
incorporate the provision of equipment and, in many cases, full-time, on-site
maintenance personnel. Our customers typically renew these contracts upon
expiration.

Fruit and Vegetable Processing Systems. We are a leading supplier of
commercial citrus processing equipment. We estimate that our citrus extraction
equipment processes approximately 75% of the global production of orange juice.
Our primary products and services include citrus juice extractors, by-product
systems and processing plants, and aseptic juice and pulp systems.

We are also a leading global supplier of sterilization systems used for
the production of shelf-stable and pasteurized packaged foods, including
fruits, vegetables, soups, milk and a broad range of ready meals. Components of
these systems include a filler, a closer, a sterilizer and a control system. In
addition, we are among the leading suppliers of tomato processing equipment.

Freezing Systems. We are the largest supplier of industrial freezing
equipment to the world's food processing industry. We estimate that our
industrial freezer equipment freezes about 50% of commercially frozen foods on
a global basis. We design, assemble and sell a number of industry-leading
freezing technologies, including fluidization, self-stacking spiral and flat
product freezing technologies. Our equipment is used for a variety of frozen
food products, such as meat, seafood, poultry, bakery products, ready-meals,
fruits, vegetables and dairy products.

Convenience Food Systems. We manufacture and supply an array of equipment
and services that enable us to provide integrated coating and cooking systems
for a variety of convenience foods. We believe that our installed base of
systems produces more meat, seafood and poultry products in North America than
that of any other supplier. Our products include continuous batter-breading,
frying and oven-cooking equipment. In addition, we supply complete processing
lines for the production of french fries and potato chips.

Air Cargo Loaders. We are a leading supplier of air cargo loaders to
commercial airlines and airfreight service providers. Our loaders service wide-
body jet aircraft and can be configured to lift up to 30 tons. We provide what
we believe to be the loader of choice for most major customers. From 1995 to
present, we have been the sole supplier of cargo loaders to FedEx. Our
installed base of approximately 5,500 loaders in operation around the world is
greater than that of any of our competitors. In addition, in 2000, we were
awarded a contract to supply the U.S. Air Force with a commercial air cargo
loader known as the Next Generation Small Loader, which is expected to generate
revenue of approximately $135 million over the next five years.

47

Passenger Boarding Bridges. We manufacture Jetway(R) passenger boarding
bridges, which have been a market leader for more than 40 years. We have an
installed base of more than 5,000 Jetway(R) passenger boarding bridges.

Aftermarket Services. We also provide aftermarket services and products
for our systems and equipment. We provide retrofits to accommodate changing
operational requirements and continuous, proactive service, including, in some
cases, on-site personnel. These systems and other services enable us to provide
an integrated approach to addressing critical problems faced by our customers.
As a result of our relationship with Jetway(R) customers, we developed
additional features, such as power and preconditioned air generators and
potable water suppliers, that provide comfort for our customers' passengers and
are intended to simplify and expedite airplane turn-around at gates.

RESEARCH AND DEVELOPMENT

The objectives of our research and development programs are to discover
new products and business opportunities in relevant fields, and to improve
existing products. Worldwide expenditures for research and development by
business segment for the three most recent fiscal years were as follows:

YEAR ENDED
DECEMBER 31,
-----------------
1998  1999  2000
----- ----- -----
(IN MILLIONS)

Energy Systems.......................................... $24.7 $25.7 $33.8
Specialty Systems.......................................  26.0  26.1  22.9
----- ----- -----
Total................................................. $50.7 $51.8 $56.7
===== ===== =====

INTELLECTUAL PROPERTY

We own a number of U.S. and foreign patents, trademarks and licenses that
are cumulatively important to our business. We own approximately 1,460 U.S. and
foreign patents and have approximately 850 patent applications pending in the
United States and abroad. Further, we license certain intellectual property
rights to or from third parties. We also own numerous U.S. and foreign
trademarks and trade names and have approximately 1,040 registrations and
pending applications in the United States and abroad. We do not believe that
the loss of any one or group of related patents, trademarks or licenses would
have a material adverse effect on our overall business.

COMPETITION

We market our products primarily through our own technically-oriented
sales organization, and, in some cases, through independent distributors and
sales representatives. We conduct business worldwide in more than 100
countries. Energy Systems competes with other companies that supply subsea
systems and floating production products, and with smaller companies that are
focused on a specific application, technology or geographical area in our other
product areas. Specialty Systems competes with a variety of local and regional
companies, which typically are focused on a specific application, technology or
geographical area, and with a few large multinational companies.

We compete by leveraging our industry experience to provide advanced
technology, integrated systems, high product quality and reliability and
quality aftermarket service. In Energy Systems, we differentiate ourselves by
the depth of our industry experience, engineering and design capabilities,
product performance, integrated systems, global manufacturing capability,
quality, reliability, service and price. In Specialty Systems, we differentiate
ourselves on many of the same bases as in Energy Systems--the depth of our
industry experience, engineering and design capabilities, product performance,
integrated systems, reliability, service and price--and, in the food processing
industry in particular, on the basis of yield and hygiene.

48

ORDER BACKLOG

Our combined order backlog as of December 31, 2000 was $644.3 million, of
which $425.1 million was related to Energy Systems and $219.2 million was
related to Specialty Systems. Our combined order backlog as of December 31,
1999 was $840.6 million, of which $593.4 million was related to Energy Systems
and $247.2 million was related to Specialty Systems. Although we provide many
of our systems, equipment and services pursuant to long-term agreements entered
into in advance of the delivery of those items to our customers, orders are not
entered into order backlog until formally recognized by receipt of a confirmed
customer order.

EMPLOYEES

As of December 31, 2000, approximately 9,300 people were employed in our
U.S. and foreign operations. Approximately 500 of our employees are represented
by collective bargaining agreements in the United States. Outside the United
States, various local agreements apply. In 2000, three of our collective
bargaining agreements in the United States covering approximately 360 employees
were renegotiated. In 2001, one additional contract will expire, which is under
negotiation at the present time. We maintain good employee relations and have
successfully concluded virtually all of our recent negotiations without a work
stoppage. In those rare instances where a work stoppage has occurred, there has
been no material effect on our combined revenue and earnings. We, however,
cannot predict the outcome of future contract negotiations.

FACILITIES AND PROPERTIES

We lease executive offices in Chicago, Illinois. Most of our plant sites
are owned. We believe our properties and facilities meet our current operating
requirements and are in good operating condition and that each of our
significant manufacturing facilities is operating at a level consistent with
the industry in which we operate. The significant production properties for our
Energy Systems operations currently are:

LOCATION                        SQ. FEET (APPROXIMATE)               LEASED OR OWNED
-----------------------         ----------------------               ---------------

United States:
--------------
Longmont, Colorado                       8,000                           Leased
Tupelo, Mississippi                    330,000                            Owned
Oklahoma City, Oklahoma                 40,000                            Owned
Erie, Pennsylvania                     350,000                            Owned
Corpus Christi, Texas                   15,000                            Owned
Houston, Texas                         390,000                            Owned
Stephenville, Texas                    300,000                            Owned
International:
--------------
Rio de Janeiro, Brazil                 225,000                            Owned
Sens, France                           185,000                            Owned
Ellerbek, Germany                      200,000                            Owned
Jakarta, Indonesia                      44,000                            Owned
Pasir Gudang, Malaysia                  34,000                            Owned
Villahermosa, Mexico                    30,000                            Owned
Kongsberg, Norway                      568,000                           Leased
Singapore, RS                           97,000                            Owned
Dunfermline, Scotland                  152,000                            Owned
Maracaibo, Venezuela                    60,000                            Owned

49

The significant production properties for our Specialty Systems
operations currently are:

LOCATION                         SQ. FEET (APPROXIMATE)               LEASED OR OWNED
------------------------         ----------------------               ---------------

United States:
--------------
Madera, California                      250,000                            Owned
Stockton, California                     58,000                        Owned/Leased
Orlando, Florida                        253,000                            Owned
Lakeland, Florida                       208,000                            Owned
Hoopeston, Illinois                     359,000                            Owned
Northfield, Minnesota                    48,000                            Owned
Sandusky, Ohio                          140,000                            Owned
Smithville, Ohio                         52,000                            Owned
Newberg, Oregon                         101,000                           Leased
Chalfont, Pennsylvania                  350,000                           Leased
Homer City, Pennsylvania                267,000                            Owned
Ogden, Utah                             350,000                            Owned

International:
--------------
St. Niklaas, Belgium                    539,000                            Owned
Araraquara, Brazil                       94,000                            Owned
Collecchio, Italy                        34,000                           Leased
Parma, Italy                             68,000                            Owned
Madrid, Spain                            27,000                            Owned
Helsingborg, Sweden                     227,000                        Owned/Leased
Fakenham, United Kingdom                117,000                            Owned

Additionally, we have in excess of 50 service centers in various
locations throughout the world.

LEGAL PROCEEDINGS

Pursuant to the separation and distribution agreement, at the time of
our separation from FMC Corporation, we will assume liabilities related to
specified legal proceedings. As a result, although FMC Corporation will remain
the named defendant, we will manage the litigation and indemnify FMC
Corporation for costs, expenses and judgments arising from this litigation.
The following describes legal proceedings to which FMC Corporation or we are a
party and for which we will assume any liabilities or receive any benefits.

We are involved in a patent infringement lawsuit entitled IMODCO Inc. v.
FMC Corporation and SOFEC, Inc., CA No. H-99-2174, involving FPSO turret
mooring systems. Pursuant to the separation and distribution agreement, we
will assume any and all liabilities of FMC Corporation that have arisen or may
arise in the future in connection with this lawsuit. There are currently no
specific, quantified liabilities that have arisen in connection with this
lawsuit. IMODCO brought this action against FMC Corporation and our wholly
owned subsidiary SOFEC in the U.S. District Court for the Southern District of
Texas on July 7, 1999. The relief IMODCO seeks includes preliminary and
permanent injunctions to stop the alleged infringement, damages, attorney's
fees, costs and interest. FMC Corporation and SOFEC filed a counterclaim
seeking a declaratory judgment that the patent is invalid and that no
infringement has occurred as well as attorney's fees and costs. We believe
that our design does not infringe the IMODCO patent and that the IMODCO patent
is invalid and unenforceable. We are confident that we will prevail in this
litigation, but, like all litigation, the ultimate result cannot be reliably
predicted. If we do not prevail, significant damages could be assessed against
SOFEC and us, but would be limited to two systems installed to date. Even in
these two cases, there are additional defenses to any award. In addition, any
recovery supporting the validity of the IMODCO patent could affect the types
of products SOFEC or we could offer to the oil and gas industries.
Nevertheless, we do not believe this lawsuit will have a material effect on
our results of operations, financial condition or liquidity.     

50

We are aware of other potential claims that may arise in the ordinary
course of our business. For example, Cooper Cameron Corporation has brought a
patent infringement action against Kvaerner Oilfield Products, Inc. alleging
that a Cooper Cameron patent on a horizontal tree system has been infringed.
While FMC Corporation and we are not parties to that litigation, we produce a
similar system. We believe, however, that the Cooper Cameron patent is invalid
and unenforceable. If the Cooper Cameron patent is found to be valid and
enforceable, however, they could demand significant royalty costs from us for
installed and future systems, and they could possibly attempt to enforce that
demand through litigation. Any remedy could affect the types of products we
could offer to the oil and gas industry. In addition, we have developed,
applied for a patent regarding and are now selling a new design that we also
believe does not infringe any patents.

In addition, under the separation and distribution agreement, we have
assumed specified liabilities relating to discontinued and closed machinery
businesses of FMC Corporation. Among the assumed liabilities are those arising
in connection with cranes and other equipment that several of these businesses
manufactured and sold. From time to time personal injury and other claims have
been made regarding cranes or other equipment. We have reserved $30.6 million
as of December 31, 2000, which we believe to be an adequate amount to cover any
liabilities arising in connection with any of these claims.     

We are involved in other legal proceedings arising in the ordinary course
of business. Although the results of litigation cannot be predicted with
certainty, we do not believe that the resolution of the proceedings that we are
involved in, either individually or taken as a whole will have a material
adverse effect on our business, results of operations or financial condition.

RAW MATERIALS

For both of our business segments, we purchase carbon steel, stainless
steel, aluminum and steel castings and forgings both domestically and
internationally. We do not use single source suppliers for the majority of our
raw material purchases and believe the available supplies of raw materials are
adequate. Moreover, raw materials essential to our business are generally
readily available.

DEPENDENCE ON KEY CUSTOMERS

No single customer accounts for more than 10% of our 2000 combined
revenue.

Energy Systems' customers include large oil and gas companies, and we
have signed multiyear alliances and agreements to supply certain of their major
projects with our systems and services. In any given year, purchases by these
large oil and gas companies vary significantly. The loss of one or more of
these customers could have a material adverse effect on Energy Systems.

GOVERNMENT CONTRACTS

Our contract to supply the U.S. Air Force with our commercial air cargo
loader, the Next Generation Small Loader, is expected to generate revenue of
approximately $135 million over the next five years, with the potential for the
value of the contract to increase to $485 million over the next 15 years. U.S.
defense contracts are unilaterally terminable at the option of the U.S.
government with compensation for work completed and costs incurred. Contracts
with the U.S. government are subject to special laws and regulations, the
noncompliance with which may result in various sanctions.

GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS

Our operations are subject to various federal, state, local and foreign
laws and regulations governing the prevention of pollution and the protection
of environmental quality. If we fail to comply with these environmental laws
and regulations, administrative, civil and criminal penalties may be imposed,
and we may become subject to regulatory enforcement actions in the form of
injunctions and cease and desist orders. We may also be subject to civil claims
arising out of a pollution event. These laws and regulations may expose us to
liability for the conduct of or conditions caused by others or for our own acts
even though these actions were in compliance with all applicable laws at the
time they were performed.

51

Under the Comprehensive Environmental Response, Compensation and
Liability Act, referred to as CERCLA, and related state laws and regulations,
joint and several liability can be imposed without regard to fault or the
legality of the original conduct on certain classes of persons that contributed
to the release of a hazardous substance into the environment. These persons
include the owner and operator of a contaminated site where a hazardous
substance release occurred and any company that transported, disposed of or
arranged for the transport or disposal of hazardous substances that have been
released into the environment, and including hazardous substances generated by
any closed operations or facilities. In addition, neighboring landowners or
other third parties may file claims for personal injury, property damage and
recovery of response cost. In addition, we may be subject to the corrective
action provisions of the Resource, Conservation and Recovery Act, or RCRA, and
analogous state laws that require owners and operators of facilities that
treat, store or dispose of hazardous waste to clean up releases of hazardous
waste constituents into the environment associated with their operations.

We are currently remediating two contaminated properties, one in
Lakeland, Florida and another in Orlando, Florida. We have set aside reserves
of $2.7 million for these sites, which we believe will be adequate to complete
the remediation projects at those sites. We are currently not aware of any
additional liability related to hazardous waste disposal sites, although other
sites may exist. Under the separation and distribution agreement between FMC
Corporation and us, we are responsible for environmental liabilities and
obligations relating to specified closed businesses, including liability for
any contamination at any former properties used in connection with those closed
businesses. We believe that it is unlikely that any material liability will be
incurred in connection with those closed businesses.

Our businesses historically have resulted in significantly less
remediation liability than those businesses remaining with FMC Corporation
under the separation and distribution agreement. For instance, as of December
31, 1999 FMC Corporation had set aside $266.8 million for environmental
liabilities, but only $3.3 million of this amount was attributable to our
businesses. We anticipate that our future exposure to environmental liabilities
associated with contaminated properties will be consistent with our past
experiences, and therefore we do not expect any material liabilities to arise
in connection with those businesses.

Some of our facilities and operations are also governed by laws and
regulations relating to worker health and workplace safety, including the
Federal Occupational Safety and Health Act, or OSHA. We believe that
appropriate precautions are taken to protect our employees and others from
harmful exposure to potentially hazardous materials handled and managed at our
facilities, and that we operate in substantial compliance with all OSHA or
similar regulations.

52

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is information concerning our directors and executive
officers. Unless otherwise indicated, each position was with us. Prior to the
closing of this offering, we intend to add seven additional directors, two of
whom will be unaffiliated with us or FMC Corporation. All ages are as of
January 1, 2001.

NAME            AGE                         POSITION(S)
----            ---                         -----------

Robert N. Burt            63 Chairman and Director
Joseph H. Netherland      54 Chief Executive Officer, President and Director
William H. Schumann III   50 Senior Vice President, Chief Financial Officer and Director
Mike R. Bowlin            58 Nominee for Director
B.A. Bridgewater, Jr.     66 Nominee for Director
Asbjorn Larsen            64 Nominee for Director
Edward J. Mooney          59 Nominee for Director
William J. Reilly         62 Nominee for Director
James M. Ringler          55 Nominee for Director
James R. Thompson         64 Nominee for Director
Charles H. Cannon, Jr.    47 Vice President
Peter D. Kinnear          52 Vice President
Robert L. Potter          50 Vice President
Ronald D. Mambu           51 Vice President and Controller
Stephanie K. Kushner      45 Vice President and Treasurer
Michael W. Murray         54 Vice President--Human Resources

ROBERT N. BURT has served as our Chairman of the Board of Directors since
February 16, 2001. Since November 1991, Mr. Burt has served as, and he
continues to be, Chairman and Chief Executive Officer of FMC Corporation. From
1977 to 1983, Mr. Burt was General Manager of FMC Corporation's Agricultural
Chemical Group, and, from 1983 to 1988, was General Manager of its Defense
Systems Group. Mr. Burt also served as a Vice President of FMC Corporation from
1978 to 1988 and as Executive Vice President of FMC Corporation from September
1988 until his appointment as Chairman and Chief Executive Officer. He is a
director of Phelps-Dodge Corporation and Pfizer Inc. He serves on the Board of
Trustees of the Orchestral Association of Chicago, and serves on the Boards of
Directors of the Rehabilitation Institute of Chicago, Evanston Hospital
Corporation and the Chicago Abused Women Coalition. He is Chairman of the
Business Roundtable and is on the Board of Trustees and the Executive Committee
of Manufacturers Alliance for Productivity and Innovation.

JOSEPH H. NETHERLAND has served as our Chief Executive Officer and
President and a director since February 16, 2001. Since June 1999, Mr.
Netherland has served as, and he continues to be, President of FMC Corporation.
After the distribution, Mr. Netherland will no longer serve FMC Corporation in
any capacity. Mr. Netherland was Executive Vice President of FMC Corporation
from 1998 until his appointment as President. He was also the General Manager
of FMC Corporation's Energy and Transportation Group from 1992 to 2001. Mr.
Netherland joined FMC Corporation in 1973 as a Business Planner for its
Machinery Group, and he held several management positions over the next few
years. Mr. Netherland became General Manager of FMC Corporation's former
Petroleum Equipment Group in 1985. He was elected a Vice President of FMC
Corporation in 1987, and became General Manager of FMC Corporation's former
Specialized Machinery Group in April 1989. Mr. Netherland is a former chairman
and currently serves on the Board of Directors of the Petroleum Equipment
Suppliers Association. He also serves on the Board of Directors of the American
Petroleum Institute. Mr. Netherland is also a member of the Advisory Board of
the Department of Engineering at Texas A&M University, and is a member of the
President's Council at Georgia Institute of Technology.

53

WILLIAM H. SCHUMANN III has served as our Senior Vice President, Chief
Financial Officer and a director since February 16, 2001. Upon completion of
this offering, Mr. Schumann will no longer serve as a director. Since December
1999, Mr. Schumann has served as, and he continues to be, Senior Vice President
and Chief Financial Officer of FMC Corporation. After the distribution, Mr.
Schumann will no longer serve FMC Corporation in any capacity. Mr. Schumann
joined FMC Corporation in 1981 as Director of Pension Investments. Since then,
he has served in a variety of finance and line roles at FMC Corporation,
including Director of Investor Relations from 1985 to 1987, Treasurer from 1987
to 1990, General Manager of Agricultural Products from 1995 to 1998, and Vice
President of Corporate Development from 1998 to 1999. Mr. Schumann serves on
the Board of Directors of Great Lakes Advisors, Inc. and is a Trustee of Feltre
School.     

MIKE R. BOWLIN has been nominated to serve as one of our directors
effective upon the completion of this offering. From 1995 to April 2000, he was
Chairman of Atlantic Richfield Company's Board of Directors. Mr. Bowlin was
Chief Executive Officer of ARCO from 1994 to April 2000. He was a member of
ARCO's Board of Directors since 1992. Mr. Bowlin joined ARCO in 1969 as a human
resources representative and he held several human resources and management
positions over the next few years in various ARCO operations. He became
President of ARCO Coal Company in 1985 until 1987 when he became Senior Vice
President of International Oil and Gas Acquisitions. Mr. Bowlin served as
Senior Vice President and President of ARCO International Oil and Gas Company
from 1987 to 1992 and from 1992 to 1993, he served as Executive Vice President
of ARCO. Mr. Bowlin is a director of Wells Fargo and Company and Edwards
Lifesciences Corporation. He is a Trustee of the Los Angeles World Affairs
Council and of the California Institute of Technology. Mr. Bowlin is a member
of the World Economic Forum. Mr. Bowlin is a former Chairman of the Board of
the American Petroleum Institute and the California Business Roundtable and a
former member of the Business Council and the National Petroleum Council. He is
a member of the Board of Visitors of the M.D. Anderson Cancer Center, the
Claremont Graduate School's Center for Politics and Economics and the National
Council of the House Ear Institute. Mr. Bowlin is also a director of the
University of North Texas Foundation and the Autry Museum of Western Heritage.

B. A. BRIDGEWATER, JR. has been nominated to serve as one of our
directors effective upon the completion of this offering. Since 1979, Mr.
Bridgewater has served as, and he continues to be, a director of FMC
Corporation. After the distribution, Mr. Bridgewater will no longer serve FMC
Corporation in any capacity. He held the following positions at Brown Group,
Inc.: President, 1979-1989 and again from 1990- 1999; Chief Executive Officer,
1982-1999; and Chairman of the Board of Directors, 1985-1999. Brown Group is a
diversified marketer and retailer of footwear. From 1975 to 1979, he was
Executive Vice President of Baxter Travenol Laboratories. From 1964 to 1975,
Mr. Bridgewater was associated with McKinsey & Company Inc., as a Director from
1972 to 1975. He also served as Associate Director of National Security and
International Affairs in the Office of Management and Budget in the Executive
Office of the President of the United States. He is currently a director of EEX
Corporation (Houston, TX); and a trustee of Mitretek Systems (McLean, VA); and
Washington University (St. Louis, MO). He is an Advisory Director of Schroder
Venture Partners, LLC (New York, NY).     

ASBJORN LARSEN has been nominated to serve as one of our directors
effective upon the completion of this offering. Since 1999, Mr. Larsen has
served as, and he continues to be, a director of FMC Corporation. After the
distribution, Mr. Larsen will no longer serve FMC Corporation in any capacity.
He became President and Chief Executive Officer of Saga Petroleum ASA in
January 1979, which merged with Sagapart a.s. on January 1, 1980. He retired on
May 15, 1998. He served as President of Sagapart a.s. (limited) in 1973 and
from 1976 as Vice President (Economy and Finance) of Saga Petroleum. He was
manager of the Norwegian Shipowners' Association from 1966 to 1973 and prior to
that held different positions in the Ministry of Foreign Affairs and abroad in
the Norwegian Diplomatic Service. He is currently Chairman of the Board of
Belships ASA and Vice Chairman of the Board of Saga Fjordbase AS. Mr. Larsen is
also a member of the Board of Den norske Bank Holding ASA and Chairman of its
Audit Committee, and he is a member of the Boards of DSND Sondenfjeldske ASA,
Filadelfia AS, the Norwegian Cancer Hospital, Selvaag Gruppen AS and the Tom
Wilhelmsen Foundation.     

54

EDWARD J. MOONEY has been nominated to serve as one of our directors
effective upon the completion of this offering. Since 1997, Mr. Mooney has
served as, and he continues to be, a director of FMC Corporation. Since March
2000 until his retirement in March 2001, Mr. Mooney has served as Delegue
General-North America, Suez Lyonnaise des Eaux. He was Chairman and Chief
Executive Officer of Nalco Chemical Company from 1994 to 2000. Mr. Mooney
serves as a director of The Northern Trust Company.     

WILLIAM F. REILLY has been nominated to serve as one of our directors
effective upon the completion of this offering. Since 1992, Mr. Reilly has
served as, and he continues to be, a director of FMC Corporation. Mr. Reilly is
the Founder of PRIMEDIA Inc. and a Founding Partner of Aurelian Communications.
He served as Chairman and Chief Executive Officer of PRIMEDIA from February
1990 to 1999. From 1980 to 1990, he was with Macmillan, Inc., where he served
as President and Chief Operating Officer since 1981. Prior to that, he was with
W.R. Grace beginning in 1964, serving as Assistant to the Chairman from 1969 to
1971 and serving successfully from 1971 to 1980 as President and Chief
Executive Officer of its Textile, Sporting Goods and Home Center Divisions. Mr.
Reilly serves on the Board of Trustees of The University of Notre Dame and the
Board of Directors of Barnes & Noble.com, Citymeals-on-Wheels and WNET, the
public television station serving the New York area.     

JAMES M. RINGLER has been nominated to serve as one of our directors
effective upon the completion of this offering. Mr. Ringler is Vice Chairman of
Illinois Tool Works Inc. Prior to joining Illinois Tool Works, he was Chairman,
President and Chief Executive Officer of Premark International Inc. which
merged with Illinois Tool Works in November 1999. Mr. Ringler joined Premark in
1990 and served as Executive Vice President and Chief Operating Officer until
1996. From 1986 to 1990, he was President of White Consolidated Industries'
Major Appliance Group, and from 1982 to 1986 he was President and Chief
Operating Officer of The Tappan Company. Prior to joining The Tappan Company in
1976, Mr. Ringler was a consulting manager with Arthur Andersen & Co. He serves
on the board of directors of the Dow Chemical Company, National Association of
Manufacturers, Evanston Northwestern Hospital and The Lyric Opera of Chicago.
He is a Trustee of the Manufacturer's Alliance for Productivity and Innovation
and a National Trustee of the Boys & Girls Clubs of America, Midwest Region.

JAMES R. THOMPSON has been nominated to serve as one of our directors
effective upon the completion of this offering. Since 1991, Governor Thompson
has served as, and he continues to be, a director of FMC Corporation. Governor
Thompson was named Chairman of the Chicago law firm of Winston & Strawn in
January 1993. He joined the firm in January 1991 as Chairman of the Executive
Committee after serving four terms as Governor of the State of Illinois from
1977 until January 14, 1991. Prior to his terms as Governor, he served as U.S.
Attorney for the Northern District of Illinois from 1971-1975. Governor
Thompson served as the Chief of the Department of Law Enforcement and Public
Protection in the Office of the Attorney General of Illinois, as an Associate
Professor at Northwestern University School of Law, and as an Assistant State's
Attorney of Cook County. He is a former Chairman of the President's
Intelligence Oversight Board and a member of the Board of Directors of the
Chicago Board of Trade; Prime Retail, Inc.; Navigant Consulting Group, Inc.;
Jefferson Smurfit Group, plc; Prime Group Realty Trust; and Hollinger
International, Inc. He serves on the Boards of the Museum of Contemporary Art,
the Lyric Opera and the Illinois Math & Science Academy Foundation.     

CHARLES H. CANNON, JR. has served as our Vice President since February
16, 2001. Since 1998, Mr. Cannon has served as Vice President and General
Manager--FMC FoodTech and Transportation Systems Group. After this offering,
Mr. Cannon will no longer serve FMC Corporation in any capacity. Mr. Cannon
joined FMC Corporation in 1982 as a Senior Business Planner in the Corporate
Development Department. He became Division Manager of FMC Corporation's Citrus
Machinery Division in 1989, Division Manager of its Food Processing Systems
Division in 1992 and Vice President and General Manager of FMC FoodTech in
1994. Mr. Cannon serves on the Boards of Directors of the National Food
Processors Association and the Food Machinery Europe Association.

55

PETER D. KINNEAR has served as our Vice President since February 16,
2001. Since February 2000, Mr. Kinnear has served as Vice President of FMC
Corporation. After this offering, Mr. Kinnear will no longer serve FMC
Corporation in any capacity. Mr. Kinnear joined FMC Corporation in 1971 as a
Planning Assistant for FMC Corporation's Machinery Group, and held several
management positions over the years. He became Division Manager of FMC
Corporation's Fluid Control Division in 1985, Division Manager of its Wellhead
Equipment Division in 1992 and General Manager of its Petroleum Equipment and
Systems Division in 1994. Mr. Kinnear is a former chairman and currently serves
on the Board of Directors of the Petroleum Equipment Suppliers Association. He
also serves on the Boards of Directors of the National Ocean Industries
Association, the Ocean Energy Center and Spindletop, an oil-related
organization in Houston.     

ROBERT L. POTTER has served as our Vice President since February 16,
2001. Since 1995, Mr. Potter has served as Division President of the Energy
Transportation and Measurement Division of FMC Corporation. After this
offering, Mr. Potter will no longer serve FMC Corporation in any capacity.
Mr. Potter joined FMC Corporation in 1973 as a Sales Representative for FMC
Corporation's Wellhead Equipment Division and held several sales management
positions over the years. He was named Operations Manager for the Houston plant
of FMC Corporation's Wellhead Equipment Division in 1988. Mr. Potter became
Manager of the Western Region and of FMC Corporation's Wellhead Equipment
Division in 1990 and Division Manager of its Fluid Control Division in 1992. He
serves on the Board of Directors of the Gateway Foundation in Texas.     

RONALD D. MAMBU has served as our Vice President and Controller since
February 23, 2001. Since September 1995, Mr. Mambu has served as, and continues
to be, Vice President and Controller of FMC Corporation. After the
distribution, Mr. Mambu will no longer serve FMC Corporation in any capacity.
Mr. Mambu was Director of Financial Planning of FMC Corporation from 1994 until
his appointment as Controller. Mr. Mambu joined FMC Corporation in 1974 as a
financial manager in Philadelphia. Since then, he has served in a variety of
finance and line roles at FMC Corporation, including Controller of its former
Food and Pharmaceutical Products Division from 1977 to 1982, Controller of
Machinery Europe Division from 1982 to 1984, Controller of Agricultural
Products Group from 1984 to 1987, Director of Financial Control from 1987 to
1993 and Director of Strategic Planning from 1993 to 1994.     

STEPHANIE K. KUSHNER has served as our Vice President and Treasurer since
February 23, 2001. Since February 1999, Ms. Kushner has served as, and
continues to be, Vice President and Treasurer of FMC Corporation. After the
distribution, Ms. Kushner will no longer serve FMC Corporation in any capacity.
She was Director of Financial Planning of FMC Corporation from 1997 to 1999.
Ms. Kushner joined FMC Corporation in 1989 as Vice President of Finance and
Chief Financial Officer of FMC Gold Company, a subsidiary of FMC Corporation.
She became Group Financial Director for FMC Corporation's businesses in the
U.K. and Division Controller for its former Process Additives Division in 1992.
Prior to joining FMC Corporation, Ms. Kushner was Director of Financial
Planning and Analysis for Homestake Gold Company, a gold mining company based
in San Francisco. She began her financial career with Amoco Corporation,
holding positions of increasing responsibility in its Chemicals, International
Oil and Minerals Divisions. Ms. Kushner serves on the Board of Directors of
Hydro One, a Canadian utility.     

MICHAEL W. MURRAY has served as our Vice President--Human Resources since
February 16, 2001. Since 1995, Mr. Murray has served as, and continues to be,
Vice President--Human Resources of FMC Corporation. After the distribution,
Mr. Murray will no longer serve FMC Corporation in any capacity. Mr. Murray
joined FMC Corporation in 1972 as a personnel assistant in New York. He became
Industrial Relations Manager for FMC Corporation's Fiber Division in 1974.
Subsequently, Mr. Murray served as Human Resources Manager for FMC
Corporation's Bayport Chemical Plant and Compensations and Benefits Manager for
its Agricultural Chemicals Group, Defense Systems Group and Chemical Products
Group, consecutively. He became Human Resources Director for FMC Europe N.V. in
1992. He serves on the Board of Directors of Junior Achievement of Chicago and
the Human Resources Institute.     

BOARD STRUCTURE

Immediately before the closing of this offering, our directors will be
divided into three classes serving staggered three-year terms. At each annual
meeting of our stockholders, directors will be elected to succeed the class of
directors whose terms have expired. Class I's term will expire at the 2002
annual meeting of our

56

stockholders, Class II's term will expire at the 2003 annual meeting of our
stockholders, and Class III's term will expire at the 2004 annual meeting of
our stockholders. Our classified board could have the effect of increasing the
length of time necessary to change the composition of a majority of our Board
of Directors. In general, at least two annual meetings of stockholders will be
necessary for stockholders to effect a change in a majority of the members of
the Board of Directors.

COMMITTEES

Our Board of Directors is expected to have the following two committees:
an audit committee and a compensation and organization committee. The functions
of a nominating committee will be performed by our Board of Directors. The
membership and function of each committee are described below.

Audit Committee. Our audit committee, which will be composed solely of
independent directors, as determined in accordance with the rules of the New
York Stock Exchange, will assist our Board of Directors in fulfilling its
responsibilities to oversee our accounting, auditing and financial reporting
practices, internal control policies and procedures and corporate compliance
policies. The committee will:

.  recommend to our Board of Directors the selection of our independent
auditors;

.  review our annual and quarterly financial statements and discuss them
with our auditors and our internal financial staff prior to their
submission to our Board of Directors;

.  review the independence of the independent accountants conducting the
audit;

.  review the effectiveness and scope of the activities provided by the
independent accountants and our internal audit program;

.  discuss with our management and the auditors our accounting system
and related systems of internal control;

.  review our compliance programs;

.  consult, as it deems necessary, with the independent accountants,
internal auditors and our internal financial staff; and

.  review the effectiveness and adequacy of our financial organization
and internal control, significant changes in our accounting policies,
U.S. federal income tax issues and related reserves and potential
significant litigation.

Members. We expect that the audit committee will have the following
members: Mr. Reilly (Chair), Mr. Larsen and Mr. Ringler. All of the members of
the audit committee will be "Independent" as defined in the listing
requirements for the New York Stock Exchange.     

Compensation and Organization Committee. Our compensation and
organization committee, which will be composed of non-employee directors, will:

.  review and approve compensation policies and practices for our top
executives;

.  establish the total compensation for our Chief Executive Officer and
President;

.  review and approve major changes in our employee benefit plans;

.  review short- and long-term incentive plans and equity grants;

.  review significant organizational changes and management succession
planning; and

.  recommend to our Board of Directors candidates for executive officer
positions at our company.

Members. We expect that the compensation and organization committee will
have the following members: Mr. Bridgewater (Chair), Mr. Mooney, Mr. Thompson
and Mr. Bowlin.     

57

BOARD OF DIRECTORS' COMPENSATION AND RELATIONSHIPS

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

Prior to this offering, as a part of the FMC Technologies, Inc. Incentive
Compensation and Stock Plan, we intend to adopt a compensation plan for non-
employee directors that will replicate in all material respects the FMC
Corporation Compensation Plan for Non-Employee Directors.

Retainer and Other Fees. Under this plan, each director who is not also
an officer of our company or FMC Corporation will be paid as of the time of
this offering $40,000 as an annual retainer. At least $25,000 of this annual
retainer fee will be paid in deferred units representing our common stock at a
price equal to the offering price per share in this offering with an initial
value equal to the deferred amount. The remainder will be paid in quarterly
installments in cash or, at the election of the non-employee director, may be
deferred and invested in a stock account that will be credited with units
representing our common stock at the fair market value of our common stock on
the date of that election with an initial value equal to the deferred amount.
Each non-employee director will also receive $1,000 for each Board of
Directors' meeting and Board of Directors' committee meeting attended, and will
be reimbursed for reasonable incidental expenses. Each non-officer director who
chairs a committee will be paid an additional $4,000 per year.     

Options. Under the compensation plan for non-employee directors, we will
grant to each non-employee director at the time of this offering an option to
purchase a number of shares of our common stock designed to have an approximate
present value of $24,000 with an exercise price equal to the offering price per
share in this offering. The options will have a 10-year life and will become
exercisable approximately one year after the date of grant.     

OTHER COMPENSATION

Officers of our company and of FMC Corporation will not receive any
additional compensation for their service as our directors. No other
remuneration is paid to our board members in their capacity as directors.
Except as specified above, directors who are not our employees do not
participate in our employee benefit plans.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     

Governor Thompson is chairman of the law firm of Winston & Strawn, which
provides legal services to FMC Corporation. In addition, we did business in
2000 with certain organizations where our directors and director nominees now
serve, or during 2000 did serve, as officers or directors. In no case have the
amounts involved been material in relation to our business or, to the knowledge
and belief of our management, to the business of the other organizations or to
the individuals concerned. These transactions were on terms no less favorable
to us than were reasonably available from unrelated third parties.     

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

All of our common stock is currently owned by FMC Corporation, and thus
none of our present or future officers or directors currently own any shares of
our common stock. Our officers and directors will receive shares of our common
stock in the distribution in respect of any shares of FMC Corporation common
stock that they hold on the record date of the distribution. In addition,
shares of FMC Corporation restricted stock that will vest prior to January 1,
2003 held by our employees will be replaced as of the closing of this offering
with comparable shares of our restricted stock, and the remaining shares of FMC
Corporation restricted stock held by our employees and a portion of the shares
of FMC Corporation restricted stock held by our directors will be replaced as
of the date of the distribution with shares of our own restricted stock. All
FMC Corporation options held by our employees and a portion of the FMC
Corporation options held by our directors will be replaced as of the date of
the distribution with comparable options to purchase shares of our common
stock.     

58

The following table sets forth the FMC Corporation common stock and
options to purchase FMC Corporation common stock held by our directors and
executive officers as of December 31, 2000.

SHARES OF FMC CORPORATION
COMMON STOCK
NAME                                  BENEFICIALLY OWNED (1)   PERCENT OF CLASS
----                                 ------------------------- ----------------

Mike R. Bowlin.....................                 0                 *
B. A. Bridgewater, Jr..............            11,912                 *
Robert N. Burt.....................           481,560               1.58%
Asbjorn Larsen.....................             3,557                 *
Edward J. Mooney...................             5,475                 *
Joseph H. Netherland...............           144,705                 *
William F. Reilly..................            20,773                 *
James M. Ringler...................                 0                 *
William H. Schumann III............            74,196                 *
James R. Thompson..................             8,339                 *
Charles H. Cannon, Jr..............            75,850                 *
Michael W. Murray..................            51,351                 *
Peter D. Kinnear...................            34,070                 *

All directors and executive
officers as a group (16 persons)..           992,702                3.24%

--------
*  Indicates less than 1% of FMC Corporation outstanding common stock.

(1) Shares "beneficially owned" include: (a) shares of FMC Corporation common
stock owned by the individual, (b) shares of FMC Corporation common stock
held by the FMC Corporation Savings and Investment Plan for the account of
the individual as of December 31, 2000, (c) shares of FMC Corporation
restricted stock owned by the individual, and (d) shares of FMC Corporation
common stock subject to FMC Corporation options that are exercisable within
60 days. Shares of FMC Corporation common stock included in clause (d) in
the aggregate are 3,300 shares for Mr. Bridgewater, 373,400 shares for Mr.
Burt, 1,500 shares for Mr. Larsen, 2,400 shares for Mr. Mooney, 107,900
shares for Mr. Netherland, 3,300 shares for Mr. Reilly, 56,500 shares for
Mr. Schumann, 3,300 shares for Mr. Thompson, 47,400 shares for Mr. Cannon,
33,400 shares for Mr. Murray, 14,600 shares for Mr. Kinnear, and 686,300
shares for all directors and executive officers as a group.     

EXECUTIVE COMPENSATION

The following table contains compensation information for our Chairman,
our Chief Executive Officer and President and four of our other executive
officers who, based on employment with FMC Corporation and its subsidiaries,
were the most highly compensated for the year ended December 31, 2000. All of
the information included in this table reflects compensation earned by the
individuals for services with FMC Corporation and its subsidiaries.

59

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION         AWARDS           PAYOUTS
------------------- ----------------------- ----------
RESTRICTED  NUMBER OF                  ALL
NAME AND PRINCIPAL                                   STOCK     SECURITIES     LTIP       OTHER
FMC TECHNOLOGIES                                     AWARD     UNDERLYING   PAYOUTS   COMPENSATION
POSITION                  YEAR  SALARY  BONUS (1)    (2)(3)   OPTIONS/SARS   (1)(2)       (4)
------------------        ---- -------- ---------- ---------- ------------ ---------- ------------

Robert N. Burt..........  2000 $928,175 $1,439,042  $535,669     49,700    $        0   $193,655(5)
Chairman                 1999  883,986    371,275   106,059     76,320     1,087,304     94,007
1998  841,890    400,021    44,822     63,600       451,078     79,007

Joseph H. Netherland....  2000  583,533    735,076   350,438     32,500             0    140,222(5)
Chief Executive Officer  1999  530,828    187,341   337,767     40,000       596,632    106,797
and President            1998  465,388    141,579   765,015     21,000       681,784    522,738(5)

William H. Schumann
III....................  2000  372,294    352,339   140,175     12,700             0     34,244
Senior Vice President    1999  309,948    104,607   294,875     13,800       199,359    100,703(5)
and
Chief Financial Officer  1998  277,716     34,437         0     11,500             0     13,207

Charles H. Cannon, Jr...  2000  333,930    174,946   650,206     10,600             0     35,391
Vice President           1999  303,093     67,893    33,767     13,800       346,142    193,713(5)
1998  276,432     61,921    19,040     10,100       191,518    226,522(5)

Michael W. Murray.......  2000  261,837    224,526   409,050      5,900             0     25,045
Vice President--Human    1999  248,763     69,653         0      9,000       149,258     17,733
Resources
1998  234,742     61,033         0      7,500        19,555     11,582

Peter D. Kinnear........  2000  277,862    129,429    75,094      6,600             0     33,511
Vice President           1999  250,788     54,170   465,720          0       293,422     38,566
1998  234,990     52,638         0      3,400       474,034     20,367

--------

(1) Beginning in 2000, the FMC Corporation incentive plan provided for annual
bonuses to be paid based on performance against specified objectives for
individual and overall corporation results. Previously, the incentive plan
provided for bonuses to be paid based upon individual performance and for
FMC Corporation's achievement of specified objectives during multi-year
periods that commenced annually. The amount of the long-term incentive
payouts was not determined until the applicable performance period ended.
Prior to 2000, payouts were made in cash and/or FMC Corporation common
stock, including FMC Corporation restricted stock. Beginning in 2000,
payouts were made in cash.     
(2) The six officers listed in the table held FMC Corporation restricted stock
on December 31, 2000 with a value based on the closing market price per
share of FMC Corporation common stock on December 29, 2000, the last
trading day of the year, as follows: Mr. Burt, 33,983 shares at $2,436,156;
Mr. Netherland, 34,654 shares at $2,484,259; Mr. Schumann, 9,800 shares at
$702,538; Mr. Cannon, 23,743 shares at $1,702,076; Mr. Murray, 10,898
shares at $781,250; and Mr. Kinnear, 9,340 shares at $669,561. Dividends
will not be paid on shares of FMC Corporation restricted stock unless FMC
Corporation pays dividends on all of its common stock.
(3) Prior to 2000, officers had the option to take a portion of the long-term
payout subject to a three-year restriction on resale. As a result, each
becomes eligible for an additional 20% payout in the form of shares of FMC
Corporation common stock. These additional shares are included in the
Restricted Stock Award Column for 2000, 1999 and 1998 at market value as of
the date of grant. This amount will be forfeited if the executive
terminates voluntarily prior to the end of the applicable three-year
period.
(4) Includes annual FMC Corporation matching contributions to its qualified and
nonqualified savings plans.

(5) These amounts include $51,522 for Mr. Burt for personal use of FMC
Corporation's aircraft in 2000; payments of $44,749 and $460,423 to Mr.
Netherland for relocation expenses in 2000 and 1998, respectively; a
payment of $83,480 to Mr. Schumann for relocation expenses in 1999; and
payments of $157,458 and $136,599 for expatriate allowances for 1999 and
1998, respectively, and a relocation gross-up of $62,845 for 1998 for Mr.
Cannon.     

60

OPTION GRANTS OF FMC CORPORATION COMMON STOCK TO EXECUTIVE OFFICERS

The following table discloses information regarding stock options granted
in fiscal year 2000 to the executive officers named in the summary compensation
table with respect to shares of FMC Corporation common stock. These options
were granted under the FMC 1995 Stock Option Plan. FMC Corporation did not
grant stock appreciation rights under any plan during 2000.

NUMBER OF     PERCENT
SECURITIES      OF
UNDERLYING TOTAL OPTIONS
OPTIONS      GRANTED    EXERCISE OR                  GRANT DATE
GRANTED IN TO EMPLOYEES  BASE PRICE                  PRESENT VALUE
NAME                         2000       IN 2000     PER SHARE  EXPIRATION DATE    (1)(2)
----                      ---------- ------------- ----------- --------------- -------------

Robert N. Burt..........    49,700       24.9        $50.56        2/10/10      $1,407,504
Joseph H. Netherland....    32,500       16.3         50.56        2/10/10         920,400
William H. Schumann
III....................    12,700        6.4         50.56        2/10/10         359,664
Charles H. Cannon, Jr...    10,600        5.3         50.56        2/10/10         300,192
Michael W. Murray.......     5,900        3.0         50.56        2/10/10         167,088
Peter D. Kinnear........     6,600        3.3         50.56        2/10/10         186,912

--------
(1) We used the Black-Scholes option pricing model to value these options as of
February 10, 2000, the date of the grant. The model assumed: an option term
of 10 years; an interest rate of 6.52% that represents the interest rate on
a long-term U.S. Treasury security; an assumed annual volatility of
underlying stock of 28.86%, and no dividends being paid. FMC Corporation
made no assumptions regarding restrictions on vesting or the likelihood of
vesting.
(2) The ultimate values of the options will depend on the future market price
of FMC Corporation common stock, which cannot be forecast with reasonable
accuracy. The actual value, if any, an option holder will realize when
exercising an option will depend on the excess of the market price of FMC
Corporation's common stock over the exercise price on the date the option
is exercised.

AGGREGATED OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES

The following table discloses information regarding the aggregate number
of FMC Corporation options that the executive officers named in the summary
compensation table exercised in fiscal year 2000 and the value of remaining FMC
Corporation options held by those executives on December 31, 2000.

VALUE OF UNEXERCISED IN-
NUMBER OF SECURITIES        THE-MONEY OPTIONS
NUMBER OF                  UNDERLYING UNEXERCISED          AT 12/31/00
SHARES                      OPTIONS AT 12/31/00               (1)
ACQUIRED ON                ------------------------- -------------------------
NAME                       EXERCISE   VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----                      ----------- -------------- ------------------------- -------------------------

Robert N. Burt..........      --           --             309,800/189,620        $5,646,150/2,973,933
Joseph H. Netherland....      --           --              86,900/ 93,500         1,723,928/1,672,545
William H. Schumann
III....................      --           --              45,000/ 38,000           694,978/  616,203
Charles H. Cannon, Jr...      --           --              37,300/ 34,500           652,550/  569,181
Michael W. Murray.......      --           --              25,900/ 22,400           402,222/  351,452
Peter D. Kinnear........      --           --              11,200/ 10,000           113,832/  145,646

--------
(1) The closing price per share of FMC Corporation's common stock at
December 29, 2000, the last trading day of 2000, was $71.69.

RETIREMENT PLANS

Our employees will be participants in the FMC Corporation Employees'
Retirement Program, a qualified defined benefit pension plan, until May 1,
2001. As of that date, we intend to adopt a qualified defined benefit pension
plan that will replicate in all material respects the FMC Corporation
Employees' Retirement     

61

Program. We also intend to adopt a non-contributory supplemental defined
benefit pension plan that will replicate in all material respects the FMC
Corporation Salaried Employees' Equivalent Retirement Plan, a supplemental
defined benefit pension plan. The following individuals will all be
participants in both our qualified and supplemental defined benefit pension
plans: Messrs. Netherland, Schumann, Cannon, Murray and Kinnear.

The following table shows the estimated annual retirement benefits under
the current FMC Corporation qualified and supplemental defined benefit pension
plans payable upon retirement at age 65, which is the normal retirement age
under the plans, based upon the plans' formulae as of 2001 at various levels of
salary and years of service. Our pension plans will replicate in all material
respects the current FMC Corporation qualified and supplemental pension plans,
and our pension plans will grant full credit for service with FMC Corporation
with regard to all matters, including, without limitation, benefit calculation
and vesting.

PENSION PLAN TABLE

ESTIMATED ANNUAL RETIREMENT BENEFITS
FOR YEARS OF SERVICE INDICATED
---------------------------------------------------------
FINAL AVERAGE EARNINGS   15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
----------------------   -------- -------- -------- -------- -------- --------

$  150,000.............. $ 30,959 $ 41,279 $ 51,599 $ 61,918 $ 72,238 $ 83,488
250,000..............   53,459   71,279   89,099  106,918  124,738  143,488
350,000..............   75,959  101,279  126,599  151,918  177,238  203,488
450,000..............   98,459  131,279  164,099  196,918  229,738  263,488
550,000..............  120,959  161,279  201,599  241,918  282,238  323,488
650,000..............  143,459  191,279  239,099  286,918  334,738  383,488
900,000..............  199,709  266,279  332,849  399,418  465,988  533,488
1,150,000..............  255,959  341,279  426,599  511,918  597,238  683,488
1,300,000..............  289,709  386,279  482,849  579,418  675,988  773,488
1,450,000..............  323,459  431,279  539,099  646,918  754,738  863,488

--------
(1) Benefits shown are total qualified plus nonqualified pension benefits.

(2) Social Security Covered Compensation for a participant retiring at age 65
in 2001 is $37,212.

(3) "Final Average Earnings" in the table means the average of covered
compensation for the highest 60 consecutive calendar months out of the 120
calendar months immediately before retirement. Covered compensation
includes salary, bonus and LTIP payout amounts as reflected in the Summary
Compensation Table.

(4) At February 1, 2001, Messrs. Burt, Netherland, Schumann, Cannon, Murray and
Kinnear had, respectively, 27, 27, 19, 18, 28 and 29 years of credited
service under the FMC Corporation pension plan and its supplements.

(5) Applicable benefits for employees whose years of service and earnings
differ from those shown in the table are equal to (A + B) times C where:
(A) equals 1% of allowable Social Security covered compensation ($37,212
for a participant retiring at age 65 in 2000) times years of credited
service (up to a maximum of 35 years) plus 1.5% of the difference between
Final Average Earnings and allowable Social Security compensation times
years of credited service (up to a maximum of 35 years); (B) equals 1.5% of
Final Average Earnings times years of credited service in excess of 35
years; and (C) equals the ratio of credited service at termination to
credited service projected to age 65.

(6) The amounts shown will not be reduced by Social Security benefits or other
offsets. As the Internal Revenue Code limits the annual benefits that may
be paid from a tax-qualified retirement plan, FMC Corporation has adopted,
and we will adopt, permitted supplemental arrangements to maintain total
benefits during retirement at the levels shown in the table.

62

TREATMENT OF FMC CORPORATION OPTIONS

As of the distribution, we intend to replace all of the FMC Corporation
options held by our employees and our non-employee directors, other than
directors who will remain directors of FMC Corporation after the distribution,
with options to purchase shares of our common stock that will be issued
pursuant to our stock plan. We expect that directors who will remain directors
of FMC Corporation after the distribution will have the option to have up to
one-half of their FMC Corporation options replaced with options to purchase
shares of our common stock. As of March 30, 2001, our directors and employees
held options to purchase 959,490 shares of FMC Corporation common stock at a
weighted average exercise price per share of $58.33. The closing price per
share of FMC Corporation common stock on March 30, 2001, the last trading day
of the month, was $73.64. We also intend to replace all of the FMC Corporation
options held by employees of FMC Corporation whom we hire after the
distribution with options to purchase our common stock. The number of shares of
common stock underlying, and the exercise price of, these replacement options
will be based on the closing price per share of our common stock and of FMC
Corporation common stock on the trading day immediately preceding the date of
the distribution, or, with respect to options replaced after the distribution
date, as of the trading day immediately preceding the date we hire that
employee. The replacement options to purchase shares of our common stock are
expected to have substantially the same vesting provisions and exercise periods
as the FMC Corporation options had immediately before the date of distribution.

TREATMENT OF FMC CORPORATION RESTRICTED STOCK

As of March 30, 2001, our employees and directors held 319,712 shares of
FMC Corporation restricted stock. The closing price per share of FMC
Corporation common stock on March 30, 2001, the last trading day of the month,
was $73.64. As of the closing date of this offering, we intend to replace all
of the shares of FMC Corporation restricted stock that will vest pursuant to
their terms prior to January 1, 2003 held by our employees with shares of our
restricted stock that will be issued pursuant to our stock plan. As of the
distribution date, we intend to replace the remaining shares of FMC Corporation
restricted stock held by our employees at the distribution date and not
replaced in connection with the offering and all shares of FMC Corporation
restricted stock held by our non-employee directors, other than directors who
will remain directors of FMC Corporation after the distribution, with shares of
our restricted stock that will be issued pursuant to our stock plan. We expect
that directors who will remain directors of FMC Corporation after the
distribution will have the option to have up to one-half of their shares of FMC
Corporation restricted stock replaced with shares of our restricted stock in
connection with the distribution. The number of shares of our restricted stock
granted under our stock plan to employees in connection with the offering will
be based on the offering price per share of our common stock in this offering
and the closing price per share of FMC Corporation common stock on the trading
day immediately preceding the closing date of this offering. The number of
shares of our restricted stock granted under our stock plan to directors and to
employees in connection with the distribution will be based on the closing
price per share of our common stock and of FMC Corporation common stock on the
trading day immediately preceding the date of distribution. In addition, we
intend to replace all shares of FMC Corporation restricted stock held by
employees of FMC Corporation whom we hire after the distribution with shares of
our restricted stock. The number of shares of our restricted stock granted
after the distribution will be based on the closing price per share of our
common stock and of FMC Corporation common stock on the trading date
immediately preceding the date we hire that employee. The replacement
restricted shares are expected to have substantially the same vesting
provisions as the FMC Corporation restricted stock.     

INCENTIVE PLANS

THE STOCK PLAN

Prior to this offering, we will adopt the FMC Technologies, Inc.
Incentive Compensation and Stock Plan. The stock plan is designed to promote
our success and enhance our value by linking the interests of certain of our
officers, employees, directors and consultants to those of our stockholders and
by providing participants with an incentive for outstanding performance. This
plan is further intended to provide flexibility in its ability to motivate,
attract and retain officers, employees, directors and consultants upon whose
judgment, interest and special efforts our business is largely dependent. The
description below summarizes the material terms of this plan.

63

Persons Eligible for Grants. Our officers, employees, directors and
consultants, and officers, employees, directors and consultants of our
subsidiaries and affiliates will be eligible to participate in this plan.

At the time of this offering, we expect to grant to certain officers,
employees and directors options to purchase shares of common stock under the
plan at an exercise price equal to the initial public offering price. We will
grant options to purchase an aggregate of 2,250,000 shares, and it is expected
that Messrs. Burt, Netherland, Schumann, Cannon, Murray and Kinnear will be
granted options to purchase 100,000, 660,000, 162,000, 148,500, 94,500 and
148,500 shares, respectively. We expect that these options will vest and become
exercisable on the first business day of the third calendar year following the
calendar year of the grant. Generally, unvested options will expire at the time
of the participant's termination of employment. In lieu of granting some of
these options, we reserve the right to issue an equivalent amount of our
restricted shares.     

Administration. The plan will be administered by the compensation and
organization committee of our Board of Directors. Any authority granted to our
compensation and organization committee is also vested in our full Board of
Directors. The plan will provide for the grant of both non-qualified and
incentive stock options, incentive awards, stock appreciation rights,
restricted stock, performance units, and other equity-based awards.     

Authorized Shares. The aggregate number of shares of common stock that
may be delivered under the plan will be limited to 12,000,000 shares. The plan
will provide for a maximum annual stock award of 1,000,000 shares of common
stock for incentive awards, restricted stock and performance units. The plan
will also provide for a maximum aggregate amount with respect to each incentive
award, award of performance units or award of restricted stock that may be
granted, or, that may vest, as applicable, in any calendar year for any
individual participant of 750,000 shares of our common stock, or the dollar
equivalent of 750,000 shares of common stock. The aggregate number of shares
may be adjusted by our compensation and organization committee in the event of
certain corporate events or transactions, including, but not limited to, stock
splits, mergers, consolidations, separations, including spin-off or other
distribution of stock or property of our company, reorganization, or
liquidation, whether or not such transaction results in a change in the number
of shares of our outstanding common stock.     

Term. The term of options to be granted under the plan may not exceed 10
years. Our compensation and organization committee will provide vesting
schedules and any other applicable restrictions in each award agreement.

Exercise. Options under the plan will have an exercise price equal to the
fair market value of the common stock on the date of grant or, in the case of
options granted at the time of this offering, equal to the initial public
offering price. A participant exercising an option may pay the exercise price
by check or, if approved by our compensation and organization committee, with
previously acquired shares of our common stock or in a combination of cash and
our common stock. Our compensation and organization committee, in its
discretion, may allow the cashless exercise of options through the use of a
broker-dealer.     

Other Awards. We may grant incentive awards which may be subject to
performance- or service-based goals and that may be payable in cash, our common
stock, restricted stock or a combination of cash, common stock or restricted
stock. We may grant stock appreciation rights under the stock plan either in
tandem with options, or as stand-alone awards. Tandem stock appreciation rights
will be subject to the same vesting terms as the options to which they relate.
The stock appreciation rights will permit a participant to receive cash or
shares of our common stock, or a combination thereof, as determined by our
compensation and organization committee. The amount of cash or the value of the
shares to be received by a participant will be equal to the excess of the fair
market value of a share of our common stock on the date of exercise over the
stock appreciation right exercise price, multiplied by the number of shares
with respect to which the stock appreciation right is exercised. We may grant
restricted stock that may be subject to performance- and/or service-based goals
upon which restrictions will lapse. Additionally, we may grant performance
units that may     

64

be subject to performance- and/or service-based restrictions. These performance
units will be payable in cash or shares of our common stock or a combination of
the two as determined by our compensation and organization committee. We may
also grant dividend and interest equivalents with respect to awards and other
awards based on the value of our common stock.     

Transferability of Options and Stock Appreciation Rights. Options and
stock appreciation rights will be nontransferable other than by will or the
laws of descent and distribution or, at the discretion of our compensation and
organization committee, under a written beneficiary designation and, in the
case of a nonqualified option, in connection with a gift to members of the
holder's immediate family. The gift may be made directly or indirectly or by
means of a trust or partnership or limited liability company and, during the
participant's lifetime, may be exercised only by the participant, any such
permitted transferee or a guardian, legal representative or beneficiary.

Change in Control. In the event we undergo a Change in Control, any
option or stock appreciation right that is not then exercisable and vested will
become fully exercisable and vested, restrictions on restricted stock will
lapse and performance units will be deemed earned. A Change in Control of our
company means generally:     

.  the acquisition by a person of an amount of common stock from any
source, including FMC Corporation, representing at least 20% of our
outstanding common stock or voting securities;     

.  a change in the majority of the members of our Board of Directors,
unless approved by the incumbent directors;

.  the completion of specified mergers, business combinations or asset
purchases or sales, unless after the transaction (a) our stockholders
prior to the transaction own more than 60% of the resulting entity,
(b) members of our Board of Directors before the transaction
constitute a majority of the Board of Directors of the resulting
entity, and (c) no person owns 20% or more of our outstanding common
stock or voting securities;     

.  approval by our stockholders of a liquidation or dissolution of our
company; or     

.  a Change in Control of FMC Corporation, as defined in the FMC
Corporation executive severance plan, if, at the time of its Change
in Control, FMC Corporation owns more than 50% of our outstanding
common stock. The FMC Corporation executive severance plan definition
of a Change in Control of FMC Corporation is substantially similar to
our stock plan's definition of a Change in Control of our company.

Neither this offering nor the distribution will constitute a Change in Control.

Amendments and Termination. Once the stock plan is adopted, our
compensation and organization committee may at any time amend or terminate it
and may amend the terms of any outstanding option or other award, except that
no termination or amendment may impair the rights of participants as they
relate to outstanding options or awards. No amendment to the stock plan will be
made without the approval of our stockholders to increase the number of shares
available for issuance, or to change the exercise price of an option after the
date of grant, or unless and to the extent such approval is required by law or
by stock exchange rule. With respect to any awards granted to an individual who
is employed or providing services outside the United States and who is not
compensated from a payroll maintained in the United States, the compensation
and organization committee may, in its sole discretion, modify the provisions
of the stock plan as they pertain to the individual to comply with applicable
foreign law, accounting rules or practices.     

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

Our non-employee directors will be entitled to receive stock awards and
other compensation for their service. See "Board of Directors' Compensation and
Relationships--Compensation Plan for Non-Employee Directors."

65

TERMINATION AND CHANGE IN CONTROL ARRANGEMENTS     

The following of our executive officers currently are parties to
executive severance agreements under the FMC Corporation Executive Severance
Plan that would provide them with benefits in the event of specified
terminations of employment following a Change in Control of FMC Corporation:
Messrs. Burt, Netherland, Schumann, Cannon, Murray and Kinnear. After this
offering we plan to provide these executives (other than Mr. Burt) with new
executive severance agreements that are substantially similar to their existing
executive severance agreements with FMC Corporation, and these new executive
severance agreements will supercede their existing executive severance
agreements with FMC Corporation.     

SEVERANCE BENEFITS

Under the new executive severance agreements, if a Change in Control of
our company occurs and if, within two years following that Change in Control,
the executive's employment is terminated by us without cause or the executive
terminates his or her employment for good reason, then the executive is
entitled to benefits from us. In general, these benefits include:     

.  a lump sum payment of three (for Messrs. Netherland, Schumann and
Cannon) or two (for Messrs. Murray and Kinnear) times the sum of (a)
the executive's salary and (b) the greater of (i) the executive's
highest target for any year or (ii) the average of the two actual
incentive awards paid for the two plan years immediately preceding
the executive's termination;     

.  immediate vesting of long-term incentive awards, restricted stock and
stock options;

.  continuation of medical and other benefits for up to three years;

.  distribution of accrued nonqualified retirement plan benefits; and

.  an additional three years of credited service for purposes of our
non-qualified plans.

We will compensate the executive for any excise tax liability as a result
of Change in Control payments from us under the agreement or otherwise. The
following officers can receive the above severance benefits if they voluntarily
terminate their employment with us during the 30-day period immediately
following the first anniversary of a Change in Control: Messrs. Netherland and
Schumann.     

Each executive will acknowledge that neither this offering nor the
distribution constitutes a Change in Control under his or her executive
severance agreement with FMC Corporation, his or her new executive severance
agreement with our company or any other plans of FMC Corporation or our
company.     

The definition of Change in Control is the same as that in our stock
plan. See "Incentive Plans--The Stock Plan--Change in Control."     

DEFINITIONS OF GOOD REASON AND CAUSE

Under the new executive severance agreements, an executive may terminate
for good reason following:     

.  diminution of duties;     
.  relocation of over 50 miles;
.  reduction in base salary; or

.  reduction in levels of participation in benefit or incentive plans.

We may terminate an executive's employment for cause under the new
executive severance agreements if the executive:     

.  willfully and continually fails to perform his or her duties;
.  willfully engages in conduct materially injurious to us; or
.  is convicted of a felony.

66

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

As permitted by applicable Delaware law, we have included in our
Certificate of Incorporation a provision to generally eliminate the personal
liability of our directors for monetary damages for breach or alleged breach of
their fiduciary duties as directors. However, this provision does not eliminate
or limit liability of a director for a director's breach of the duty of
loyalty, for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, for any transaction from which a
director derived an improper personal benefit and for other specified actions.
In addition, our Certificate of Incorporation and Bylaws provide that we are
required to indemnify our officers and directors under a number of
circumstances, including those circumstances in which indemnification would
otherwise be discretionary, and we are required to advance expenses to our
officers and directors as incurred in connection with proceedings against them
for which they may be indemnified. At present, we are not aware of any pending
or threatened litigation or proceeding involving a director, officer, employee
or agent of ours in which indemnification would be required or permitted. We
believe that these indemnification provisions are necessary to attract and
retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities
Act may be granted to directors, officers or persons controlling us under the
foregoing provisions, we have been informed that in the opinion of the SEC this
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

RELATED PARTY TRANSACTIONS

FMC Corporation has historically operated the businesses it will transfer
to us in the separation as internal units of FMC Corporation through various
divisions and subsidiaries or through investments in unconsolidated affiliates.
For a discussion of transactions between FMC Corporation and us, see
"Arrangements Between FMC Technologies and FMC Corporation" and Note 18 to the
combined financial statements.

67

ARRANGEMENTS BETWEEN FMC TECHNOLOGIES AND FMC CORPORATION

We have provided below a summary description of the separation and
distribution agreement and the key related agreements. This description, which
summarizes the material terms of these agreements, is not complete. You should
read the full text of these agreements, which will be filed with the SEC as
exhibits to the registration statement of which this prospectus is a part.

SEPARATION AND DISTRIBUTION AGREEMENT

The separation and distribution agreement contains the key provisions
relating to the separation of our businesses from those of FMC Corporation,
this offering and FMC Corporation's planned distribution of our common stock.
The separation and distribution agreement identifies the assets to be
transferred to us by FMC Corporation and the liabilities to be assumed by us
from FMC Corporation. The separation and distribution agreement also describes
when and how these transfers and assumptions will occur. In addition, we will
enter into agreements with FMC Corporation governing various interim and
ongoing relationships between FMC Corporation and us following the closing date
of this offering. These other agreements include:

.  the tax sharing agreement;

.  the employee benefits agreement; and     

.  the transition services agreement.     

FMC Corporation and we will execute the separation and distribution
agreement and ancillary agreements before the closing of this offering.

ASSET TRANSFER

Prior to the closing of this offering, FMC Corporation will transfer the
following assets to us, except as provided in one of the ancillary agreements:

.  all assets reflected on our audited balance sheet as of December 31,
2000 or the accounting records supporting our balance sheet, plus all
assets acquired by FMC Corporation between December 31, 2000 and the
closing date of this offering that would have been included on our
balance sheet as of December 31, 2000 had they been owned on December
31, 2000;

.  all other assets primarily related to our businesses or the former
Energy Systems and Specialty Systems businesses of FMC Corporation;

.  the lease on our Chicago corporate headquarters and real property
primarily related to our business;

.  the subsidiaries, partnerships, joint ventures and other equity
interests primarily related to our businesses;

.  our rights under any insurance policies as provided in any ancillary
agreements;

.  all computers, desks, furniture, equipment and other assets used
primarily by FMC Corporation employees who will become our employees
due to the separation;

.  all foreign exchange contracts entered into in connection with our
business; and

.  other assets agreed upon by us and FMC Corporation.

68

ASSUMPTION OF LIABILITIES

Prior to the closing of this offering, we will assume the following
liabilities from FMC Corporation, except as provided in one of the ancillary
agreements:     

.  all liabilities reflected on our audited balance sheet as of December
31, 2000 or the accounting records supporting our balance sheet, plus
all liabilities of FMC Corporation incurred or arising between
December 31, 2000 and the closing date of this offering that would
have been included on our balance sheet as of December 31, 2000 had
they arisen or been incurred on December 31, 2000;

.  all other liabilities primarily related to or arising primarily from
(a) any asset that is transferred to us pursuant to the separation,
(b) our current business or (c) specified closed businesses of FMC
Corporation's former Energy Systems and Specialty Systems businesses,
in each case, whether incurred or arising prior to, on or after the
closing date of this offering;

.  all liabilities assumed by us under an express provision of the
separation and distribution agreement or any ancillary agreement;

.  selected liabilities primarily relating to specified discontinued
businesses of FMC Corporation's former Specialty Systems businesses;

.  all liabilities for environmental remediation or other environmental
responsibilities primarily related to our business and specified
closed businesses of FMC Corporation's former energy and food and
transportation businesses, or all real property transferred to us as
part of our assets;

.  all liabilities for products of our business or certain closed
businesses of FMC Corporation's former Energy Systems and Specialty
Systems businesses sold to third parties by us or FMC Corporation;

.  all liabilities under FMC Corporation's $200 million 180-day
revolving credit facility, FMC Corporation's $150 million 364-day
revolving credit facility, FMC Corporation's $250 million five-year
credit agreement and any other debt arrangements that we will assume
in the separation;     

.  all liabilities relating to us arising under the separation and
distribution agreement; and

.  other liabilities agreed upon by us and FMC Corporation.

The separation and distribution agreement provides that we and FMC Corporation
will adjust the debt amount that we will assume to reflect our cash flow from
operations since the beginning of 2001.     

FURTHER ASSURANCES

The separation and distribution agreement provides that FMC Corporation
and we will cooperate to effect any transfers of assets and liabilities that
are not completed on the closing date of this offering as promptly following
that date as is practicable. Until these transfers can be completed, the party
retaining the assets or liabilities to be transferred will act as a custodian
and trustee on behalf of the other party with respect to those assets or
liabilities. In an effort to place each party, insofar as reasonably possible,
in the same position as that party would have been had the transfers occurred
at the time contemplated by the separation and distribution agreement, the
separation and distribution agreement provides that the benefits derived or
expenses incurred from those assets or liabilities will be passed on to the
party that would have received the assets or liabilities if the transfers had
occurred as contemplated.

CONDITIONS TO THE SEPARATION AND THIS OFFERING

The separation and distribution agreement provides that the separation
and the completion of this offering are subject to several conditions that must
be satisfied, or waived by FMC Corporation, including:

.  the Board of Directors of FMC Corporation shall have given final
approval of this offering;

69

.  the SEC shall have declared effective the registration statement
relating to this offering, and no stop order shall be in effect with
respect to that registration statement;

.  the actions and filings necessary or appropriate with state
securities and blue sky laws and any comparable foreign laws shall
have been taken and where applicable become effective or been
accepted;

.  the New York Stock Exchange shall have accepted for listing the
shares of our common stock to be issued in this offering;

.  we shall have entered into the underwriting agreements regarding this
offering and the conditions to the offering listed in the
underwriting agreement shall have been satisfied or waived;

.  no order by any court or other legal restraint preventing completion
of the separation, this offering or the distribution shall be in
effect;

.  the separation and distribution agreement shall not have been
terminated; and

.  all third-party consents and governmental approvals required in
connection with the separation and this offering shall have been
received, except where failure to obtain these consents or approvals
would not have a material adverse effect on either (a) the ability of
us and FMC Corporation to complete this separation from FMC
Corporation, this offering and the distribution, or (b) the business,
assets, liabilities, financial condition or results of operations of
us and our subsidiaries taken as a whole.

CONDITIONS TO THE DISTRIBUTION

The separation and distribution agreement provides that the distribution
is subject to several conditions that must be satisfied, or waived by FMC
Corporation, including:

.  the Board of Directors of FMC Corporation shall have given final
approval of the distribution;

.  the actions and filings necessary or appropriate with U.S. federal
and state securities and blue sky laws and any comparable foreign
laws in connection with the distribution shall have been taken, and,
where applicable, become effective or been accepted;

.  the NYSE shall have accepted for listing the shares of our common
stock to be issued in the distribution;

.  no order by any court or other legal restraint preventing completion
of the separation, this offering or the distribution shall be in
effect;

.  FMC Corporation shall have received a favorable private letter ruling
from the IRS as to the tax-free nature of the distribution for U.S.
federal income tax purposes;

.  all third-party consents and governmental approvals required in
connection with the separation and this offering shall have been
received, except where failure to obtain these consents or approvals
would not have a material adverse effect on either (a) the ability of
us and FMC Corporation to complete the separation, this offering and
the distribution, or (b) the business, assets, liabilities, financial
condition or results of operations of us and our subsidiaries taken
as a whole; and

.  the separation and distribution agreement shall not have been
terminated.

FOREIGN TRANSFERS

The transfer of international assets and the assumption of international
liabilities will be accomplished through agreements among international
subsidiaries, as contemplated by the separation and distribution agreement. The
separation and distribution agreement acknowledges that circumstances in some
jurisdictions

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outside of the United States may require the timing of part of the
international separation to be delayed past the closing date of this offering.

INDEMNIFICATION

In general, under the separation and distribution agreement, we will
indemnify FMC Corporation and its representatives and affiliates from all
liabilities that we assume under the separation and distribution agreement and
any and all losses by FMC Corporation or its representatives or affiliates
arising out of or due to either our failure to pay, perform or discharge in
due course these liabilities or our breach of the separation and distribution
agreement. We will also indemnify FMC Corporation for any and all losses
arising out of or based upon any untrue statement of a material fact or
material omission in this prospectus or in any similar documents relating to
the distribution. In general, FMC Corporation will indemnify us and our
representatives and affiliates from all liabilities that FMC Corporation
retains under the separation and distribution agreement and any and all losses
by us or our representatives or affiliates arising out of or due to either FMC
Corporation's failure to pay, perform or discharge in due course these
liabilities or its breach of the separation and distribution agreement. All
indemnification amounts would be reduced by any insurance proceeds and other
offsetting amounts recovered by the indemnitee.

ACCESS TO INFORMATION

Under the separation and distribution agreement, the following terms
govern access to information:

.  on the closing date of this offering, FMC Corporation will deliver to
us all corporate books and records related to our business;

.  before and after the closing date of this offering, subject to
applicable confidentiality provisions and other restrictions, we and
FMC Corporation will each give the other any information within that
company's possession that the requesting party reasonably needs (a)
to comply with requirements imposed on the requesting party by a
governmental authority, (b) for use in any proceeding or to satisfy
audit, accounting, tax or similar requirements, or (c) to comply with
its obligations under the separation and distribution agreement or
the ancillary agreements;

.  after the closing date of this offering, we will provide to FMC
Corporation, at no charge, all financial and other data and
information that FMC Corporation determines is necessary or advisable
in order to prepare its financial statements and reports or filings
with any governmental authority;

.  after the closing date of this offering, we and FMC Corporation will
each use reasonable best efforts to provide assistance to the other
for litigation and to make available to the other directors,
officers, other employees and agents as witnesses, in legal,
administrative or other proceedings, and will cooperate and consult
to the extent reasonably necessary with respect to any litigation;

.  the company providing information, consultant or witness services
under the separation and distribution agreement will be entitled to
reimbursement from the other for reasonable expenses;

.  we and FMC Corporation will each retain all proprietary information
in its possession relating to the other's business for a period of
time, and, if the information is to be destroyed, the destroying
company will give the other company the opportunity to receive the
information; and

.  from and after the closing date of this offering, we and FMC
Corporation will agree to hold in strict confidence all information
concerning or belonging to the other obtained prior to the closing
date of this offering or furnished pursuant to the separation and
distribution agreement or any ancillary agreement, subject to
applicable law.

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NO REPRESENTATIONS AND WARRANTIES

Pursuant to the separation and distribution agreement, we understand and
agree that FMC Corporation will not represent or warrant to us as to the assets
to be transferred to us, the liabilities to be assumed by us, our business or
the former energy and food and transportation businesses of FMC Corporation. We
will take all assets "as is, where is" and bear the economic and legal risk
relating to conveyance of, and title to, the assets.

REGISTRATION RIGHTS

Under the separation and distribution agreement, FMC Corporation has the
right to require us to register for offer and sale all or a portion of our
common stock held by FMC Corporation, so long as our common stock FMC
Corporation requires us to register, in each case, represents at least 5% of
the aggregate shares of our common stock then issued and outstanding and FMC
Corporation holds not less than 10% of our then-outstanding common stock on the
date it requests us to register our common stock.

PIGGY-BACK REGISTRATION RIGHTS

If we at any time intend to file on our behalf or on behalf of any of our
security holders a registration statement in connection with a public offering
of any of our securities on a form and in a manner that would permit the
registration for offer and sale of our common stock held by FMC Corporation,
FMC Corporation has the right to include its shares of our common stock in that
offering.

REGISTRATION EXPENSES

We are responsible for the registration expenses in connection with the
performance of our obligations under the registration rights provisions in the
separation and distribution agreement. FMC Corporation is responsible for all
of the fees and expenses of counsel to FMC Corporation, any applicable
underwriting discounts or commissions, and any registration or filing fees with
respect to shares of our common stock being sold by FMC Corporation.

TERMINATION

The separation and distribution agreement may be terminated at any time
prior to the distribution by the mutual consent of FMC Corporation and us. If
the separation and distribution agreement is terminated after this offering but
prior to the distribution, only the obligations of FMC Corporation and us
regarding the distribution will terminate, and the other provisions of the
separation and distribution agreement will remain in full force and effect.

EXPENSES

In general, FMC Corporation and we are responsible for our own costs
incurred in connection with the transactions contemplated by the separation and
distribution agreement. However, with regard to this offering, we are
responsible for all third-party costs associated with this offering, including
costs related to the registration statement of which this prospectus is a part.
Additionally, if the distribution is completed, FMC Corporation will be
responsible for all associated third-party costs.

TAX SHARING AGREEMENT

We and some of our subsidiaries have historically been included in FMC
Corporation's consolidated group for U.S. federal income tax purposes (the "FMC
Corporation Federal Group"), as well as in certain consolidated, combined or
unitary groups which include FMC Corporation and some of its subsidiaries for
U.S. state and local and foreign income tax purposes (the "FMC Corporation
Combined Group"). Prior to this offering, FMC Corporation and we will enter
into a tax sharing agreement in connection with the offering.

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Under the tax sharing agreement, FMC Corporation and we generally will
make payments between us so that, with respect to tax returns for any taxable
period in which we or any of our or FMC Corporation's subsidiaries are included
in the FMC Corporation Federal Group or any FMC Corporation Combined Group, the
amount of taxes to be paid by us will be determined, subject to adjustment, as
if we and each of our subsidiaries included in the FMC Corporation Federal
Group or FMC Corporation Combined Group filed our own consolidated, combined or
unitary tax return. However, in the event we incur a tax loss for any taxable
period ending after the date of execution of the tax sharing agreement during
which we are still a member of the U.S. consolidated tax group, we may only
receive a benefit for such tax loss to the extent that such loss can be carried
back to a prior taxable year in which we were a member of the U.S. consolidated
tax group of FMC Corporation. FMC Corporation and we will jointly prepare pro
forma tax returns with respect to any tax return filed with respect to the FMC
Corporation Federal Group or any FMC Corporation Combined Group in order to
determine the amount of tax sharing payments under the tax sharing agreement.
We will generally be responsible for any taxes with respect to tax returns that
include only us and our subsidiaries.

FMC Corporation will be primarily responsible for preparing and filing
any tax return with respect to the FMC Corporation Federal Group or any FMC
Corporation Combined Group. Under the tax sharing agreement, we will be
responsible for preparing the portion of these tax returns that relates
exclusively to us or any of our subsidiaries. However, we will be required to
submit those portions to FMC Corporation for FMC Corporation's review and
approval. We generally will be responsible for preparing and filing any tax
returns that include only us and our subsidiaries.

FMC Corporation will be primarily responsible for controlling and
contesting any audit or other tax proceeding with respect to the FMC
Corporation Federal Group or any FMC Corporation Combined Group. Under the tax
sharing agreement, in connection with a tax liability in excess of $500,000
resulting from a tax audit or other tax proceeding, we will have the right to
control and contest any audit or tax proceeding that relates to any item
included on the portion of any tax return that we are responsible for
preparing. In the case of a tax liability less than $500,000 that relates to
any item on the portion of the tax return that we are responsible for
preparing, FMC Corporation will have the right to control and contest any audit
or tax proceeding. In addition, we have assumed primary responsibility for
certain specific areas where the ability to provide factual and financial
information to sustain the tax treatment accorded such item on a tax return is
within our control. However, we cannot enter into any settlement or agreement
or make any decision in connection with any judicial or administrative tax
proceeding with FMC Corporation's review and approval, which it may not
unreasonably withhold. Disputes arising between FMC Corporation and us relating
to matters covered by the tax sharing agreement are subject to resolution
through specific dispute resolution provisions in the tax sharing agreement.

We have been and will be included in the FMC Corporation Federal Group
for periods in which FMC Corporation beneficially owned at least 80% of the
total voting power and value of our outstanding common stock. Each member of a
consolidated group for U.S. federal income tax purposes is jointly and
severally liable for the U.S. federal income tax liability of each other member
of the consolidated group. Accordingly, although the tax sharing agreement
allocates tax liabilities between us and FMC Corporation, for any period in
which we were included in the FMC Corporation Federal Group, we could be liable
in the event that any U.S. federal tax liability was incurred, but not
discharged, by any other member of the FMC Corporation Federal Group.

FMC Corporation and we have agreed to cooperate, and we have agreed to
take all actions reasonably requested by FMC Corporation, in connection with
FMC Corporation's obtaining of a ruling from the IRS regarding the tax-free
nature of the distribution. We generally will be responsible for, among other
things, any corporate taxes resulting from the failure of the distribution to
qualify as a tax-free transaction to the extent these taxes are attributable
to, or result from, any action or failure to act by us or certain transactions
involving us following the distribution.

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Subject to FMC's agreement or satisfaction of specified other conditions,
the tax sharing agreement places certain restrictions upon us regarding the
sale of assets, the sale or issuance of additional securities or the entry into
some types of corporate transactions during a restriction period that continues
until the thirty months after the distribution.     

The tax sharing agreement also assigns responsibilities for
administrative matters, such as the filing of returns, payment of taxes due,
retention of records and conduct of audits, examinations or similar
proceedings.

EMPLOYEE BENEFITS AGREEMENT

We will enter into an employee benefits agreement with FMC Corporation at
the closing of this offering that will govern our employee benefit obligations,
including both compensation and benefits, with respect to our active employees
and retirees and other terminated employees who have performed services for our
business before or after the separation or whose employee benefit obligations
we have otherwise agreed to assume. Under the employee benefits agreement, we
will assume and agree to pay, perform, fulfill and discharge, in accordance
with their respective terms, all obligations to, or relating to, former
employees of FMC Corporation or its affiliates who will be employed by us and
our affiliates and specified former employees of FMC Corporation or its
affiliates (including retirees) who either were employed in our businesses
before or after the separation or who otherwise are assigned to us for purposes
of allocating employee benefit obligations.

BENEFIT PLANS

Until the date of the distribution, employees and former employees
allocated to us will continue to participate in the FMC Corporation pension and
other employee benefit plans, except that domestic employees will participate
in our own qualified and non-qualified defined benefit pension plans as of May
1, 2001 instead of participating in the FMC Corporation qualified and non-
qualified defined benefit plans. Effective May 1, 2001, we will establish our
domestic qualified and non-qualified defined benefit plans, and effective
immediately after the distribution, we will establish the remainder of our own
pension and employee benefit plans. The material terms of our pension and
employee benefit plans will generally mirror the FMC Corporation plans as in
effect at that time. The employee benefits agreement does not preclude us from
discontinuing or changing our plans at any time, so long as we provide FMC
Corporation with notice and agree to absorb any cost associated with such
changes.     

Our plans generally will assume all obligations under the FMC Corporation
plans to employees and former employees allocated to us. Specified assets
funding these obligations, including assets held in trusts, will be transferred
from trusts and other funding vehicles associated with the FMC Corporation
plans to the corresponding trusts and other funding vehicles associated with
our plans. Our plans will generally provide that any employee or former
employee allocated to us will receive full recognition and credit under these
plans for all service, all compensation, and all other benefit-affecting
determinations that would have been recognized under the corresponding FMC
Corporation plan. However, there will be no duplication of benefits payable by
FMC Corporation.

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RETIREMENT PLANS

The trusts for our qualified pension plans will receive assets from FMC
Corporation's qualified pension plans' trusts on the basis of actuarial
calculations in accordance with governmental regulations. Our trusts that will
fund our domestic qualified 401(k) plan and our non-qualified deferred
compensation plan will receive a percentage of the assets of the corresponding
FMC Corporation trusts based upon the assets allocated to employees' accounts.
The division of these assets will occur, with respect to our qualified defined
benefit plans, prior to or shortly after this offering and, with respect to the
rest of our plans, after the date of the distribution.     

STOCK AWARDS

Under the employee benefits agreement, we will issue awards under our
stock plan in replacement of all awards under the FMC Corporation stock-based
plans held by employees and directors, other than our directors who continue to
serve as directors of FMC Corporation after the distribution. We will issue
awards under our stock plan in replacement of up to one-half of the outstanding
FMC Corporation stock-based awards held by our directors who continue to serve
as directors of FMC Corporation after the distribution, as elected by such
directors. We may also issue awards under our stock plan in replacement of FMC
Corporation stock-based awards held by FMC Corporation employees whom we hire
after the distribution.     

In connection with the replacement of FMC Corporation options, the number
of shares of our common stock underlying, and the exercise price of, the
replacement options we will grant will be based on the closing price per share
of our common stock and of FMC Corporation common stock on the trading day
immediately before the date of the distribution. The substitute award for each
share of FMC Corporation restricted stock that vests prior to January 1, 2003
held by our employees in connection with this offering will be based on the
offering price per share of our common stock in this offering and the closing
price per share of FMC Corporation common stock on the trading day immediately
preceding the closing date of this offering. The substitute award for each
share of FMC Corporation restricted stock held by our directors (and a portion
of the restricted shares held by our directors who continue to serve as
directors of FMC Corporation) and by our employees hired on the date of the
distribution will be based on the closing price per share of our common stock
and that of FMC Corporation common stock on the trading day immediately before
the date of the distribution. The substitute award for each FMC Corporation
stock-based award held by employees of FMC Corporation who we hire after the
date of the distribution will be based on the closing price share of our common
stock and that of FMC Corporation common stock on the trading date immediately
before the date we hire such employees. The other terms and conditions of each
replacement award will be the same as those of the surrendered FMC Corporation
stock award.     

It is not possible to specify at this time how many shares of our common
stock will be subject to substitute awards at the date of this offering or the
distribution because we do not know at this time either how many FMC
Corporation stock awards held by directors, employees and former employees
allocated to us will be outstanding at the date of this offering or the
distribution or at what ratio the FMC Corporation options and restricted stock
will be replaced with our options and restricted stock. Our stockholders are,
however, likely to experience some dilutive impact from these adjustments.

As of March 30, 2001, there were approximately 959,490 shares of FMC
Corporation common stock subject to options held by our directors and employees
that could have been replaced with our options had the distribution occurred on
that date, and approximately 319,712 shares of FMC Corporation restricted stock
held by our directors and employees that could have been replaced with our
restricted stock had the offering and the distribution occurred on that date.

TRANSITION SERVICES AGREEMENT

The transition services agreement governs the provision by FMC
Corporation to us and by us to FMC Corporation of support services, such as:

.  cash management and debt service administration,

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.  accounting,

.  tax,

.  payroll,

.  legal,

.  human resources administration,

.  financial transaction support,

.  information technology,

.  public affairs,

.  data processing,

.  procurement,

.  real estate management, and

.  other general administrative functions.

The terms of these services generally will expire at the distribution,
subject to exceptions.

ALLOCATION OF CORPORATE OPPORTUNITIES

Although FMC Corporation does not directly compete with us presently, our
Certificate of Incorporation provides that unless otherwise provided in a
written agreement between FMC Corporation and us, FMC Corporation will have no
duty to refrain from engaging in the same or similar activities or lines of
business as we engage in, and, to the fullest extent permitted by law, neither
FMC Corporation nor any officer or director of FMC Corporation (except as
provided below) will be liable to us or our stockholders for breach of any
fiduciary duty by reason of any of these activities of FMC Corporation. In the
event that FMC Corporation acquires knowledge of a potential transaction or
matter that may be a corporate opportunity for both FMC Corporation and us, FMC
Corporation will, to the fullest extent permitted by law, have no duty to
communicate or offer this corporate opportunity to us, and will, to the fullest
extent permitted by law, not be liable to us or our stockholders for breach of
any fiduciary duty as a stockholder of our company by reason of the fact that
FMC Corporation pursues or acquires that corporate opportunity for itself,
directs that corporate opportunity to another person or does not communicate
information regarding that corporate opportunity to us.

In the event that one of our directors or officers who is also a director
or officer of FMC Corporation acquires knowledge of a potential transaction or
matter that may be a corporate opportunity for both us and FMC Corporation,
that director or officer will, to the fullest extent permitted by law, have
fully satisfied his or her fiduciary duty to us and our stockholders with
respect to that corporate opportunity if that director or officer acts in a
manner consistent with the following policy:

.  a corporate opportunity offered to any person who is one of our
officers, and who is also a director but not an officer of FMC
Corporation, will belong to us;

.  a corporate opportunity offered to any person who is one of our
directors but not one of our officers, and who is also a director or
officer of FMC Corporation, will belong to us if the opportunity is
expressly offered to that person in his or her capacity as a director
of our company, and otherwise will belong to FMC Corporation; and

.  a corporate opportunity offered to any person who is an officer of us
and FMC Corporation will belong to us if the opportunity is expressly
offered to the person in his or her capacity as an officer of our
company, and otherwise will belong to FMC Corporation.

These corporate opportunities provisions will expire once FMC Corporation
owns less than 20% of our common stock and once none of our directors or
officers is also a director or officer of FMC Corporation.

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PRINCIPAL STOCKHOLDER

Prior to this offering, all of the outstanding shares of our common stock
will be owned by FMC Corporation. After this offering, FMC Corporation will own
about 82.3% of our outstanding common stock or approximately 80.3% if the
underwriters fully exercise their over-allotment option. After completion of
this offering and prior to the distribution, FMC Corporation will be able,
acting alone, to elect our entire Board of Directors and to approve any action
requiring stockholder approval. Except for FMC Corporation, we are not aware of
any person or group that will beneficially own more than 5% of our outstanding
shares of common stock following this offering. None of our executive officers,
directors or director nominees currently owns any shares of our common stock,
but those who own shares of FMC Corporation common stock will be treated on the
same terms as other holders of FMC Corporation stock in any distribution by FMC
Corporation. See "Management--Stock Ownership of Directors and Executive
Officers" for a description of the ownership of FMC Corporation stock by our
directors and executive officers.     

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DESCRIPTION OF CAPITAL STOCK

GENERAL

Upon the completion of this offering, we will be authorized to issue
195,000,000 shares of our common stock, $.01 par value, and 12,000,000 shares
of undesignated preferred stock, $.01 par value. The following description of
our capital stock is subject to and qualified in its entirety by our
Certificate of Incorporation and Bylaws, which are included as exhibits to the
registration statement of which this prospectus is a part, and by the
provisions of applicable Delaware law.     

COMMON STOCK

Prior to this offering, there will be 53,505,000 shares of our common
stock outstanding, all of which will be held of record by FMC Corporation.     

The holders of our common stock are entitled to one vote per share on all
matters to be voted upon by our stockholders. Subject to preferences that may
be applicable to any of our outstanding preferred stock, the holders of our
common stock are entitled to receive ratably such dividends, if any, as may be
declared from time to time by our Board of Directors out of funds legally
available for that purpose. See "Dividend Policy." In the event of our
liquidation, dissolution or winding-up, the holders of our common stock are
entitled to share ratably in all assets remaining after payment of liabilities,
subject to prior distribution rights of our preferred stock, if any, then
outstanding. The holders of our common stock have no preemptive or conversion
rights or other subscription rights. There are no redemption or sinking fund
provisions applicable to our common stock.

PREFERRED STOCK

Our Board of Directors has the authority, without action by our
stockholders, to designate and issue our preferred stock in one or more series
and to designate the rights, preferences and privileges of each series, which
may be greater than the rights of our common stock. It is not possible to state
the actual effect of the issuance of any shares of our preferred stock upon the
rights of holders of our common stock until our Board of Directors determines
the specific rights of the holders of our preferred stock. However, the effects
might include, among other things:

.  restricting dividends on our common stock;

.  diluting the voting power of our common stock;

.  impairing the liquidation rights of our common stock; or

.  delaying or preventing a change in control of our company without
further action by our stockholders.

At the closing of this offering, no shares of our preferred stock will be
outstanding, and, other than shares of our preferred stock that may become
issuable pursuant to our rights agreement, we have no present plans to issue
any shares of our preferred stock. See "-- The Rights Agreement."

As of the closing of this offering, 800,000 shares of our junior
participating preferred stock will be reserved for issuance upon exercise of
our preferred share purchase rights.     

ANTI-TAKEOVER EFFECTS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND
DELAWARE LAW

Some provisions of Delaware law and our Certificate of Incorporation and
Bylaws could make the following more difficult, although they have little
significance while we are controlled by FMC Corporation:

.  acquisition of us by means of a tender offer;

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.  acquisition of us by means of a proxy contest or otherwise; or

.  removal of our incumbent officers and directors.

These provisions, summarized below, are expected to discourage coercive
takeover practices and inadequate takeover bids. These provisions also are
designed to encourage persons seeking to acquire control of us to first
negotiate with our Board of Directors. We believe that the benefits of
increased protection give us the potential ability to negotiate with the
proponent of an unfriendly or unsolicited proposal to acquire or restructure
us and outweigh the disadvantages of discouraging those proposals because
negotiation of them could result in an improvement of their terms.

ELECTION AND REMOVAL OF DIRECTORS

Our Certificate of Incorporation provides that our Board of Directors is
divided into three classes. The term of the first class of directors expires
at our 2002 annual meeting of stockholders, the term of the second class of
directors expires at our 2003 annual meeting of stockholders and the term of
the third class of directors expires at our 2004 annual meeting of
stockholders. At each of our annual meetings of stockholders, the successors
of the class of directors whose term expires at that meeting of stockholders
will be elected for a three-year term, one class being elected each year by
our stockholders. This system of electing and removing directors may
discourage a third party from making a tender offer or otherwise attempting to
obtain control of us if FMC Corporation no longer controls us because it
generally makes it more difficult for stockholders to replace a majority of
the directors. Our Certificate of Incorporation also provides that directors
may be removed with or without cause only by the vote of holders of at least
80% of our outstanding shares of stock entitled to vote generally in the
election of directors.

SIZE OF BOARD AND VACANCIES

Our Certificate of Incorporation provides that the number of directors
on our Board of Directors will be fixed exclusively by our Board of Directors.
Newly created directorships resulting from any increase in our authorized
number of directors or any vacancies in our Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or other
cause will be filled solely by the vote of our remaining directors in office.

ELIMINATION OF STOCKHOLDER ACTION BY WRITTEN CONSENT

Our Certificate of Incorporation permits our stockholders to act by
written consent without a meeting as long as FMC Corporation owns at least 50%
of our voting stock. Once FMC Corporation ceases to own that percentage of our
voting stock, our Certificate of Incorporation eliminates the right of our
stockholders to act by written consent.

AMENDMENTS TO OUR BYLAWS

Our Certificate of Incorporation and Bylaws provide that our Bylaws may
only be amended by the vote of a majority of our whole Board of Directors or
by the vote of holders of at least 80% of the outstanding shares of our voting
stock.

AMENDMENT OF CERTIFICATE OF INCORPORATION PROVISIONS

The amendment of any of the above provisions in our Certificate of
Incorporation would require approval by holders of at least 80% of our
outstanding common stock.

STOCKHOLDER MEETINGS

Under our Bylaws, only our Board of Directors may call special meetings
of our stockholders.

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REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND
PROPOSALS

Our Bylaws establish advance notice procedures with respect to
stockholder proposals and nomination of candidates for election as directors
other than nominations made by or at the direction of our Board of Directors or
a committee of our Board of Directors.

DELAWARE ANTI-TAKEOVER LAW

Our Certificate of Incorporation provides that Section 203 of the
Delaware General Corporation Law, an anti-takeover law, does not apply to us
until FMC Corporation owns less than 15% of our outstanding common stock.

In general, Section 203 prohibits a publicly held Delaware corporation
from engaging in a business combination with an interested stockholder for a
period of three years following the date the person became an interested
stockholder, unless the business combination or the transaction in which the
person became an interested stockholder is approved in a prescribed manner.
Generally, a "business combination" includes a merger, asset or stock sale, or
other transaction resulting in a financial benefit to the interested
stockholder. Generally, an "interested stockholder" is a person that together
with affiliates and associates, owns or within three years prior to the
determination of interested stockholder status, did own, 15% or more of a
corporation's voting stock. Section 203 is not applicable to business
combinations with FMC Corporation. The existence of this provision after FMC
Corporation no longer owns at least 15% of our outstanding shares may have an
anti-takeover effect with respect to transactions not approved in advance by
our Board of Directors, including discouraging attempts that might result in a
premium over the market price for the shares of our common stock.

NO CUMULATIVE VOTING

Our Certificate of Incorporation and Bylaws do not provide for cumulative
voting in the election of directors.

UNDESIGNATED PREFERRED STOCK

The authorization of our undesignated preferred stock makes it possible
for our Board of Directors to issue our preferred stock with voting or other
rights or preferences that could impede the success of any attempt to change
control of us. These and other provisions may have the effect of deferring
hostile takeovers or delaying changes of control of our management.

THE RIGHTS AGREEMENT

Our Board of Directors will adopt a rights agreement prior to the
offering. Pursuant to our rights agreement, one preferred share purchase right
will be issued for each outstanding share of our common stock. Our rights being
issued are subject to the terms of our rights agreement.

Our Board of Directors will adopt our rights agreement to protect our
stockholders from coercive or otherwise unfair takeover tactics. In general
terms, our rights agreement works by imposing a significant penalty upon any
person or group that acquires 15% or more of our outstanding common stock
without the approval of our Board of Directors.

For those interested in the specific terms of our rights agreement, we
provide the following summary description. Please note, however, that this
description is only a summary, is not complete, and should be read together
with our entire rights agreement, which will be publicly filed with the SEC as
an exhibit to the registration statement of which this prospectus is a part.

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THE RIGHTS

Our Board of Directors authorized the issuance of one of our rights for
each share of our common stock outstanding on   , 2001. Our rights initially
trade with, and are inseparable from, our common stock. Our rights are
evidenced only by certificates that represent shares of our common stock. New
rights will accompany any new shares of common stock we issue after    , 2001
until the date on which the rights are distributed as described below.

EXERCISE PRICE

Each of our rights will allow its holder to purchase from us one one-
hundredth of a share of our series A junior participating preferred stock for
$  , once the rights become exercisable. This portion of our preferred stock
will give our stockholders approximately the same dividend, voting, and
liquidation rights as would one share of our common stock. Prior to exercise,
our right does not give its holder any dividend, voting, or liquidation rights.

EXERCISABILITY

Our rights will not be exercisable until:

.  ten days after the public announcement that a person or group has
become an "acquiring person" by obtaining beneficial ownership of 15%
or more of our outstanding common stock, or, if earlier,

.  ten business days (or a later date determined by our Board of
Directors before any person or group becomes an acquiring person)
after a person or group begins a tender or exchange offer that, if
completed, would result in that person or group becoming an acquiring
person.

In light of FMC Corporation's substantial ownership position, our rights
agreement contains provisions excluding FMC Corporation from the operation of
the adverse terms of our rights agreement until the first time it ceases to
beneficially own at least 15% of our outstanding common stock.

Until the date our rights become exercisable, our common stock
certificates also evidence our rights, and any transfer of shares of our common
stock constitutes a transfer of our rights. After that date, our rights will
separate from our common stock and be evidenced by book-entry credits or by
rights certificates that we will mail to all eligible holders of our common
stock. Any of our rights held by an acquiring person are void and may not be
exercised.

CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON

.  Flip In. If a person or group becomes an acquiring person, all
holders of our rights except the acquiring person may, for $
purchase shares of our common stock with a market value of $   ,
based on the market price of our common stock prior to such
acquisition.

.  Flip Over. If we are later acquired in a merger or similar
transaction after the date our rights become exercisable, all holders
of our rights except the acquiring person may, for $   , purchase
shares of the acquiring corporation with a market value of $
based on the market price of the acquiring corporation's stock prior
to such merger.

OUR PREFERRED SHARE PROVISIONS

Each one one-hundredth of a share of our preferred stock, if issued:

.  will not be redeemable;

81

.  will entitle holders to quarterly dividend payments of $.01 per
share, or an amount equal to the dividend paid on one share of our
common stock, whichever is greater;

.  will entitle holders upon liquidation either to receive $1 per share
or an amount equal to the payment made on one share of our common
stock, whichever is greater;

.  will have the same voting power as one share of our common stock; and

.  if shares of our common stock are exchanged via merger, consolidation
or a similar transaction, will entitle holders to a per share payment
equal to the payment made on one share of our common stock.

The value of one one-hundredth interest in a share of our preferred stock
should approximate the value of one share of our common stock.

EXPIRATION

Our rights will expire on   , 2011.

REDEMPTION

Our Board of Directors may redeem our rights for $.01 per right at any
time before any person or group becomes an acquiring person. If our Board of
Directors redeems any of our rights, it must redeem all of our rights. Once our
rights are redeemed, the only right of the holders of our rights will be to
receive the redemption price of $.01 per right. The redemption price will be
adjusted if we have a stock split or stock dividends of our common stock.

EXCHANGE

After a person or group becomes an acquiring person, but before an
acquiring person owns 50% or more of our outstanding common stock, our Board of
Directors may extinguish our rights by exchanging one share of our common stock
or an equivalent security for each right, other than rights held by the
acquiring person.

ANTI-DILUTION PROVISIONS

Our Board of Directors may adjust the purchase price of our preferred
stock, the number of shares of our preferred stock issuable and the number of
our outstanding rights to prevent dilution that may occur from a stock
dividend, a stock split or a reclassification of our preferred stock or common
stock. No adjustments to the purchase price of our preferred stock of less than
1% will be made.

AMENDMENTS

The terms of our rights agreement may be amended by our Board of
Directors without the consent of the holders of our rights. After a person or
group becomes an acquiring person, our Board of Directors may not amend the
agreement in a way that adversely affects holders of our rights.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Computershare
Investor Services.

NEW YORK STOCK EXCHANGE LISTING

We expect the shares of our common stock to be approved for listing on
the New York Stock Exchange under the symbol "FTI."

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SHARES ELIGIBLE FOR FUTURE SALE

All of our common stock sold in this offering will be freely tradable
without restriction under the Securities Act, except for any shares that may be
acquired by an affiliate of us as defined in Rule 144 under the Securities Act.
Persons that may be deemed to be affiliates generally include our individuals
or entities that control, are controlled by, or are under common control with,
us, and may include our directors or officers of FMC Technologies as well as
our significant stockholders, if any.     

The shares of our common stock held by FMC Corporation are deemed
"restricted securities" as defined in Rule 144, and may not be sold other than
through registration under the Securities Act or under an exemption from
registration.

After the completion of this offering, FMC Corporation will own
approximately 82.3% of our outstanding common stock, or 80.3% if the
underwriters exercise their over-allotment option in full. FMC Corporation has
advised us that it currently intends to distribute its remaining ownership
interest in us to common stockholders of FMC Corporation. If completed, the
distribution, as previously announced, is expected to take the form of a spin-
off in which FMC Corporation distributes all of our common stock that it owns
through a special dividend to FMC Corporation common stockholders. If
circumstances change, FMC Corporation may distribute its remaining ownership
interest in us through an exchange offer by FMC Corporation, in which its
common stockholders would be offered the option of tendering some or all of
their shares in exchange for our common stock, and a subsequent spin-off of FMC
Corporation's remaining ownership interest in us. FMC Corporation has advised
us that it does not intend to complete the distribution unless it receives a
favorable tax ruling from the IRS as to the tax-free nature of the distribution
for U.S. federal income tax purposes and the final approval of the Board of
Directors of FMC Corporation, among other conditions. FMC Corporation has also
advised us that it currently anticipates that this distribution will occur by
the end of calendar year 2001.     

FMC Corporation has advised as that the final determination as to the
completion, timing, structure and terms of the distribution will be based on
financial and business considerations and prevailing market conditions. In
addition, FMC Corporation has advised us that, as permitted by the separation
and distribution agreement, it will not complete the distribution if its Board
of Directors determines that the distribution is not in the best interests of
FMC Corporation and its stockholders. FMC Corporation has the sole discretion
to determine whether or not to complete the distribution and, if it decides to
complete the distribution, to determine the timing, structure and terms of the
distribution.

Shares of our common stock distributed to FMC Corporation common
stockholders in the distribution generally will be freely transferable, except
for shares of our common stock received by persons that may be deemed to be our
affiliates. Persons who are our affiliates will be permitted to sell the shares
of our common stock that are issued in this offering or that they receive in
the distribution only through registration under the Securities Act, or under
an exemption from registration, such as the one provided by Rule 144.

We, our directors, our executive officers and FMC Corporation have agreed
with the underwriters that, during the period beginning from the date of this
prospectus and continuing to and including the date 180 days after the date of
this prospectus, we generally will not offer, sell, contract to sell or
otherwise dispose of any shares of our common stock without the prior written
consent of Merrill Lynch & Co. on behalf of the underwriters. Although it has
no intent or understanding to do so, Merrill Lynch, in its sole discretion, may
permit early release of the shares of our common stock subject to the
restrictions detailed above prior to the expiration of the 180-day lock up
period. Merrill Lynch has advised us that, prior to granting any early release
of our common stock from the lock up, it would consider factors including need,
market conditions, the performance of our common stock price, trading
liquidity, prior trading habits of the requesting party and other relevant
considerations.     

83

In connection with this offering, we will grant options to purchase
approximately 2,250,000 shares of our common stock to selected officers,
employees and directors of our company. After this offering, we intend to file
a registration statement on Form S-8 to register approximately 12,000,000
shares of our common stock that are reserved for issuance or sale under our
stock plan, as described under "Management--Incentive Plans." Currently there
are no outstanding options to purchase shares of our common stock. All shares
of our common stock issuable upon exercise of options to be granted under our
stock plans will be freely tradable upon effectiveness of the S-8 registration
statement without restrictions under the Securities Act, except to the extent
held by one of our affiliates (in which case they will be subject to the
limitations of Rule 144 described above). In addition, we expect the
registration statement on Form S-8 will register shares of our restricted stock
that we will issue to replace shares of FMC Corporation restricted stock that
will vest prior to January 1, 2003 held by our employees in connection with the
offering and all remaining shares of FMC Corporation restricted stock held by
our employees and a portion of the shares of FMC Corporation restricted stock
held by our directors in connection with the distribution. The terms of our
restricted stock are limited by the terms of our stock plan. See "Management--
Treatment of FMC Corporation Restricted Stock" and "Management--Incentive
Plans--The Stock Plan."     

In addition, in connection with the distribution, we expect to replace
all FMC Corporation options held by our employees and a portion of the FMC
Corporation options held by our directors with options to acquire our common
stock. See "Management--Treatment of FMC Corporation Options." We also expect
to replace all remaining FMC Corporation restricted stock held by our employees
and a portion of FMC Corporation restricted stock held by our directors with
our restricted stock. See "Management--Treatment of FMC Corporation Restricted
Stock."     

84

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a general discussion of material U.S. federal income and
estate tax considerations with respect to the ownership and disposition of
shares of our common stock applicable to non-U.S. holders. In general, a "non-
U.S. holder" is any holder other than:

.  a citizen or resident of the United States;

.  a corporation created or organized in the United States or under the
laws of the United States or of any state;

.  an estate, the income of which is includible in gross income for U.S.
federal income tax purposes regardless of its source; or

.  a trust if (a) a court within the United States is able to exercise
primary supervision over the administration of the trust and (b) one
or more U.S. persons have the authority to control all substantial
decisions of the trust.

This discussion is based on current provisions of the Internal Revenue
Code of 1986, as amended, Treasury Regulations promulgated thereunder, judicial
opinions, published positions of the Internal Revenue Service, and all other
applicable authorities, all of which are subject to change (possibly with
retroactive effect). We assume in this discussion that a non-U.S. holder holds
shares of our common stock as a capital asset (generally property held for
investment). This discussion does not address all aspects of U.S. federal
income and estate taxation that may be important to a particular non-U.S.
holder in light of that non-U.S. holder's individual circumstances nor does it
address any aspects of U.S. state, local or non-U.S. taxes. This discussion
also does not consider any specific facts or circumstances that may apply to a
non-U.S. holder subject to special treatment under the U.S. federal income tax
laws (such as insurance companies, tax-exempt organizations, financial
institutions, brokers, dealers in securities, partnerships, owners of more than
5% of our common stock and certain U.S. expatriates). Accordingly, we urge
prospective investors to consult with their own tax advisor regarding the U.S.
federal, state, local and non-U.S. income and other tax considerations of
acquiring, holding and disposing of shares of our common stock.

DIVIDENDS

In general, dividends we pay to a non-U.S. holder will be subject to U.S.
withholding tax at a 30% rate of the gross amount (or a lower rate prescribed
by an applicable income tax treaty) unless the dividends are effectively
connected with a trade or business carried on by the non-U.S. holder within the
United States and, if a treaty applies, are attributable to a permanent
establishment of the non-U.S. holder within the United States. Dividends
effectively connected with this U.S. trade or business, and, if a treaty
applies, attributable to such a permanent establishment of a non-U.S. Holder,
generally will not be subject to U.S. withholding tax if the non-U.S. holder
files certain forms, including IRS Form W-8ECI (or any successor form), with
the payor of the dividend, and generally will be subject to U.S. federal income
tax on a net income basis, in the same manner as if the non-U.S. holder were a
resident of the United States. A non-U.S. holder that is a corporation, may be
subject to an additional branch profits tax at a rate of 30% (or a lower rate
as may be specified by an applicable income tax treaty) on the repatriation
from the United States of its "effectively connected earnings and profits,"
subject to certain adjustments. Under applicable Treasury Regulations, a non-
U.S. holder (including, in certain cases of non-U.S. holders that are entities,
the owner or owners of such entities) is required to satisfy certain
certification requirements in order to claim a reduced rate of withholding
pursuant to an applicable income tax treaty.

85

GAIN ON SALE OR OTHER DISPOSITION OF COMMON STOCK

In general, a non-U.S. holder will not be subject to U.S. federal income
tax on any gain realized upon the sale or other disposition of the holder's
shares of our common stock unless:

.  the gain is effectively connected with a trade or business carried on
by the non-U.S. holder within the United States (in which case the
branch profits tax discussed above may also apply if the non-U.S.
holder is a corporation) or the gain is attributable to a permanent
establishment of the non-U.S. holder maintained in the United States
if that is required by an applicable income tax treaty as a condition
to subjecting a non-U.S. holder to United States income tax on a net
basis;

.  the non-U.S. holder is an individual and is present in the United
States for 183 days or more in the taxable year of disposition and
certain other tests are met;

.  the non-U.S. holder is subject to tax pursuant to the provisions of
the Internal Revenue Code regarding the taxation of U.S. expatriates;
or

.  we are or have been a U.S. real property holding corporation (a
"USRPHC") for U.S. federal income tax purposes (which we do not
believe that we have been, currently are, or will become) at any time
within the shorter of the five-year period preceding the disposition
and the non-U.S. holder's holding period. If we were or were to
become a USRPHC at any time during this period, generally gains
realized upon a disposition of shares of our common stock by a non-
U.S. holder that did not directly or indirectly own more than 5% of
our common stock during this period would not be subject to U.S.
federal income tax, provided that our common stock is "regularly
traded on an established securities market" (within the meaning of
Section 897(c)(3) of the Internal Revenue Code). We believe that our
common stock will be treated as regularly traded on an established
securities market during any period in which it is listed on the
NYSE.     

ESTATE TAX

Shares of our common stock that are owned or treated as owned by an
individual who is not a citizen or resident (as defined for U.S. federal estate
tax purposes) of the United States at the time of death will be includible in
the individual's gross estate for U.S. federal estate tax purposes, unless an
applicable estate tax treaty provided otherwise, and therefore may be subject
to U.S. federal estate tax.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

We must report annually to the IRS and to each non-U.S. holder the amount
of dividends paid to, and the tax withheld with respect to, each non-U.S.
holder. These reporting requirements apply regardless of whether withholding
was reduced or eliminated by an applicable tax treaty. Copies of this
information also may be made available under the provisions of a specific
treaty or agreement with the tax authorities in the country in which the non-
U.S Holder resides or is established.

U.S. backup withholding tax is imposed at the rate of 31% on certain
payments to persons that fail to furnish the information required under the
U.S. information reporting requirements.     

Under the Treasury Regulations, the payment of proceeds from the
disposition of shares of our common stock to or through a U.S. office of a
broker will be subject to information reporting and backup withholding, unless
the beneficial owner, under penalties of perjury, certifies, among other
things, its status as a non-U.S. holder or otherwise establishes an exemption.
The payment of proceeds from the disposition of shares of our common stock to
or through a non-U.S. office of a broker generally will not be subject to
backup withholding and information reporting, except as noted below. In the
case of proceeds from a disposition of shares of our common stock paid to or
though a non-U.S. office of a broker that is:

.  a U.S. person;

.  a "controlled foreign corporation" for U.S. federal income tax
purposes;

86

.  a foreign person 50% or more of whose gross income from certain
periods is effectively connected with a U.S. trade or business; or

.  a foreign partnership if at any time during its tax year (a) one or
more of its partners are U.S. persons who, in the aggregate, hold
more than 50% of the income or capital interests of the partnership
or (b) the foreign partnership is engaged in a U.S. trade or
business,

information reporting (but not backup withholding) will apply unless the broker
has documentary evidence in its files that the owner is a non-U.S. holder and
certain other conditions are satisfied, or the beneficial owner otherwise
establishes an exemption (and the broker has no actual knowledge to the
contrary).

Backup withholding is not an additional tax. Any amounts withheld under
the backup withholding rules from a payment to a non-U.S. holder can be
refunded or credited against the non-U.S. holder's U.S. federal income tax
liability, if any, provided that the required information is furnished to the
IRS in a timely manner.

The foregoing discussion of certain U.S. federal income tax
considerations is for general information only and is not tax advice.
Accordingly, each prospective non-U.S. holder of shares of our common stock
should consult his, her or its own tax adviser with respect to the federal,
state, local and foreign tax consequences of the acquisition, ownership and
disposition of common stock.

87

UNDERWRITING

We intend to offer the shares in the U.S. and Canada through the U.S.
underwriters and elsewhere through the international managers. Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston Corporation,
Salomon Smith Barney Inc. and Banc of America Securities LLC are acting as U.S.
representatives of the U.S. underwriters named below. Subject to the terms and
conditions described in a U.S. purchase agreement among us and the U.S.
underwriters, and concurrently with the sale of 2,210,000 shares of our common
stock to the international managers, we have agreed to sell to the U.S.
underwriters, and the U.S. underwriters severally have agreed to purchase from
us, the number of shares of our common stock listed opposite their names below.

NUMBER
U.S. UNDERWRITER                                               OF SHARES
----------------                                               ---------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated.........................................
Credit Suisse First Boston Corporation........................
Salomon Smith Barney Inc......................................
Banc of America Securities LLC................................
---------
Total.................................................... 8,840,000
=========

We have also entered into an international purchase agreement with the
international managers for sale of the shares outside the U.S. and Canada for
whom Merrill Lynch International, Credit Suisse First Boston (Europe) Limited,
Salomon Brothers International Limited and Banc of America Securities Limited
are acting as lead managers. Subject to the terms and conditions in the
international purchase agreement, and concurrently with the sale of 8,840,000
shares of our common stock to the U.S. underwriters under the U.S. purchase
agreement, we have agreed to sell to the international managers, and the
international managers severally have agreed to purchase from us, an aggregate
of 2,210,000 shares of our common stock in this offering. The initial public
offering price per share and the total underwriting discount per share of our
common stock are identical under the U.S. purchase agreement and the
international purchase agreement.     

The U.S. underwriters and the international managers have agreed to
purchase all of the shares of our common stock sold under the U.S. and
international purchase agreements if any of these shares of our common stock
are purchased. If an underwriter defaults, the U.S. and international purchase
agreements provide that the purchase commitments of the nondefaulting
underwriters may be increased or the purchase agreements may be terminated. The
closings for sale of shares of our common stock to be purchased by the U.S.
underwriters and the international managers are conditioned on one another.

We have agreed to indemnify the U.S. underwriters and the international
managers against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the U.S. underwriters and
international managers may be required to make in respect of those liabilities.

The underwriters are offering the shares of our common stock, subject to
prior sale, when, as and if issued to and accepted by them, subject to approval
of legal matters by their counsel, including the validity of the shares of our
common stock, and other conditions contained in the purchase agreements, such
as the receipt by the underwriters of officer's certificates and legal
opinions. The underwriters reserve the right to withdraw, cancel or modify
offers to the public and to reject orders in whole or in part.

Merrill Lynch will be facilitating Internet distribution for this
offering to some of its Internet subscription customers. Merrill Lynch intends
to allocate a limited number of shares of our common stock for sale to its
online brokerage customers. An electronic prospectus is available on the
Internet Web sites maintained by Merrill Lynch and Credit Suisse First Boston
Corporation. Other than the prospectus in electronic format, the information on
the Web sites of Merrill Lynch, Credit Suisse First Boston Corporation, Salomon
Smith Barney Inc. and Banc of America Securities LLC is not part of this
prospectus.     

88

COMMISSIONS AND DISCOUNTS

The U.S. representatives have advised us that the U.S. underwriters
propose initially to offer the shares of our common stock to the public at the
initial public offering price on the cover page of this prospectus and to
dealers at that price less a concession not in excess of $       per share. The
U.S. underwriters may allow, and the dealers may reallow, a discount not in
excess of $       per share to other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

The following table shows the public offering price, underwriting
discount and proceeds before expenses to us. This information assumes either no
exercise or full exercise by the U.S. underwriters and the international
managers of their over-allotment options.

PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------

Public offering price...............     $           $              $
Underwriting discount...............      $           $             $
Proceeds, before expenses, to us....      $           $             $

The expenses of the offering, not including the underwriting discount,
are estimated at $2,191,500 and are payable by us.     

OVER-ALLOTMENT OPTION

We have granted an option to the U.S. underwriters to purchase up to
1,326,000 additional shares of our common stock at the public offering price
less the underwriting discount. The U.S. underwriters may exercise this option
for 30 days from the date of this prospectus solely to cover any over-
allotments. If the U.S. underwriters exercise this option, each will be
obligated, subject to the conditions contained in the purchase agreements, to
purchase a number of additional shares of our common stock proportionate to
that U.S. underwriter's initial amount reflected in the above table.     

We have also granted an option to the international managers, exercisable
for 30 days from the date of this prospectus, to purchase up to 331,500
additional shares of our common stock to cover any over-allotments on terms
similar to those granted to the U.S. underwriters.     

INTERSYNDICATE AGREEMENT

The U.S. underwriters and the international managers have entered into an
intersyndicate agreement that provides for the coordination of their
activities. Under the intersyndicate agreement, the U.S. underwriters and the
international managers may sell shares of our common stock to each other for
purposes of resale at the initial public offering price, less an amount not
greater than the selling concession. Under the intersyndicate agreement, the
U.S. underwriters and any dealer to whom they sell shares of our common stock
will not offer to sell or sell shares to persons who are non-U.S. or non-
Canadian persons or to persons they believe intend to resell to persons who are
non-U.S. or non-Canadian persons, except in the case of transactions under the
intersyndicate agreement. Similarly, the international managers and any dealer
to whom they sell shares of our common stock will not offer to sell or sell
shares of our common stock to U.S. persons or Canadian persons or to persons
they believe intend to resell to U.S. persons or Canadian persons, except in
the case of transactions under the terms of the intersyndicate agreement.

RESERVED SHARES     

At our request, the underwriters have reserved for sale, at the initial
offering price, up to              shares offered by this prospectus for sale
to some of our officers and employees. If these persons purchase reserved
shares, this will reduce the number of shares available for sale to the general
public.     

89

Any reserved shares that are not orally confirmed for purchase within one day
of the pricing of this offering will be offered by the underwriters to the
general public on the same terms as the other shares offered by this
prospectus.     

NO SALES OF SIMILAR SECURITIES

We, our executive officers and directors and FMC Corporation have agreed,
with exceptions, not to sell or transfer any of our common stock for 180 days
after the date of this prospectus without first obtaining the written consent
of Merrill Lynch. Specifically, we and these other persons have agreed not to
directly or indirectly:

.  offer, pledge, sell or contract to sell any of our common stock,

.  sell any option or contract to purchase any of our common stock,

.  purchase any option or contract to sell any of our common stock,

.  grant any option, right or warrant for the sale of any of our common
stock, other than pursuant to our employee benefit plans or director
stock plan,

.  lend or otherwise dispose of or transfer any of our common stock,

.  file, or request or demand that we file, a registration statement
related to our common stock other than in connection with our
employee benefit plans, or

.  enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any of our common
stock whether any such swap or transaction is to be settled by
delivery of shares or other securities, in cash or otherwise.

This lockup provision applies to our common stock and to securities
convertible into or exchangeable or exercisable for or repayable with our
common stock. It also applies to our common stock owned now or acquired later
by the person executing the agreement or for which the person executing the
agreement later acquires the power of disposition. These restrictions do not
apply to shares of our common stock sold to the underwriters and international
managers under this prospectus.

NEW YORK STOCK EXCHANGE LISTING

We expect the shares to be approved for listing on the New York Stock
Exchange under the symbol "FTI." In order to meet the requirements for listing
of our common stock on the NYSE, the U.S. underwriters and the international
managers have undertaken to sell a minimum number of shares of our common stock
to a minimum number of beneficial owners as required by the NYSE.

Before this offering, there has been no public market for our common
stock. The initial public offering price will be determined through
negotiations among us and the U.S. representatives and the lead managers. In
addition to prevailing market conditions, the factors to be considered in
determining the initial public offering price are:

.  the valuation multiples of publicly traded companies that the U.S.
representatives and the lead managers believe to be comparable to us,

.  our financial information,

.  the history of, and the prospects for, our company and the industry
in which we compete,

.  an assessment of our management, our past and present operations, and
the prospects for, and timing of, our future revenues,

.  the present state of our development, and

.  the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to ours.

90

An active trading market for the shares may not develop. It is also
possible that after the offering the shares of our common stock will not trade
in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares of our
common stock being offered in this offering in the aggregate to accounts over
which they exercise discretionary authority.

NASD REGULATIONS     

Affiliates of each of the U.S. representatives other than Merrill Lynch
are participating as lenders to FMC Corporation under the $200 million 180-day
revolving credit facility. Affiliates of Banc of America Securities LLC and
Salomon Smith Barney Inc. are participating as lenders to FMC Corporation under
the $150 million 364-day revolving credit facility. An affiliate of Salomon
Smith Barney Inc. is acting as administrative agent for the $200 million
facility and an affiliate of Banc of America Securities LLC is acting as
administrative agent for the $150 million facility. All amounts outstanding
under these facilities will be assumed by us. The proceeds of this offering
will be used to repay all amounts outstanding under the $200 million facility
and a portion of the amount outstanding under the $150 million facility.
Because more than ten percent of the net proceeds of this offering may be paid
to members or affiliates of members of the National Association of Securities
Dealers, Inc. participating in this offering, this offering will be conducted
in accordance with NASD Conduct Rule 2710(c)(8). This rule requires that the
public offering price of an equity security be no higher than the price
recommended by a qualified independent underwriter which has participated in
the preparation of the registration statement and performed its usual standard
of due diligence with respect to that registration statement. Merrill Lynch has
agreed to act as qualified independent underwriter for this offering. The price
of the shares will be no higher than that recommended by Merrill Lynch.     

PRICE STABILIZATION AND SHORT POSITIONS AND PENALTY BIDS

Until this offering of shares of our common stock is completed, SEC rules
may limit underwriters and selling group members from bidding for and
purchasing our common stock. However, the U.S. underwriters may engage in
transactions that stabilize the price of our common stock, such as bids or
purchases to peg, fix or maintain that price.

The U.S. underwriters may purchase and sell our common stock in the open
market. These transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short sales involve
the sale by the U.S. underwriters of a greater number of shares than they are
required to purchase in the offering. "Covered" short sales are sales made in
an amount not greater than the underwriters' option to purchase additional
shares from the issuer in the offering. The U.S. underwriters may close out any
covered short position by either exercising their option to purchase additional
shares or purchasing shares in the open market. In determining the source of
shares to close out the covered short position, the U.S. underwriters will
consider, among other things, the price of shares available for purchase in the
open market as compared to the price at which they may purchase shares through
the over-allotment option. "Naked" short sales are any sales in excess of such
option. The U.S. underwriters must close out any naked short position by
purchasing shares in the open market. A naked short position is more likely to
be created if the U.S. underwriters are concerned that there may be downward
pressure on the price of our common stock in the open market after pricing that
could adversely affect investors who purchase in the offering. Stabilizing
transactions consist of various bids for or purchases of common stock made by
the U.S. underwriters in the open market prior to the completion of the
offering.

The U.S. underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the other underwriters a portion of the
underwriting discount received by it because the U.S. underwriters have
repurchased shares sold by or for the account of that underwriter in
stabilizing or short covering transactions.

Similar to other purchase transactions, the U.S. underwriters' purchases
to cover the syndicate short sales may have the effect of raising or
maintaining the market price of our common stock or preventing or

91

retarding a decline in the market price of our common stock. As a result, the
price of our common stock may be higher than the price that might otherwise
exist in the open market.

Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither
we nor any of the underwriters makes any representation that the U.S.
underwriters will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice.

OTHER RELATIONSHIPS

Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us or FMC Corporation. Some of the
underwriters and their affiliates also have engaged in commercial banking and
investment banking transactions and services with us or FMC Corporation,
including with respect to the separation, and may in the future engage in these
transactions and services. They have received customary compensation for these
services and transactions.     

92

LEGAL MATTERS

Wachtell, Lipton, Rosen & Katz, New York, New York, will pass upon the
validity of our common stock being sold in this offering and other legal
matters for us. Vinson & Elkins L.L.P., Houston, Texas, will pass upon a number
of legal matters relating to this offering for the underwriters. Each of these
firms has in the past represented and continues to represent one or more of the
underwriters, and Wachtell, Lipton, Rosen & Katz has in the past represented
and continues to represent FMC Corporation, on a regular basis and in a variety
of matters other than this offering.

EXPERTS

The audited combined financial statements and schedules of FMC
Technologies, Inc. as of December 31, 1999 and 2000, and for each of the years
in the three-year period ended December 31, 2000, have been included in this
prospectus and in the registration statement in reliance upon the report of
KPMG LLP, independent certified public accountants, appearing elsewhere herein,
and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, a registration statement on Form S-1 under
the Securities Act of 1933 with respect to our common stock offered in this
prospectus. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits and schedules to that
registration statement. For further information with respect to us and the
common stock, we refer you to this registration statement and its exhibits and
schedules. Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete and, in each instance,
reference is made to the copy of that contract or document filed as an exhibit
to the registration statement, each of these statements being qualified in all
respects by that reference. You may read and copy the registration statement,
including exhibits to the registration statement, at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our
filings with the SEC are also available to the public through the SEC's
Internet site at http://www.sec.gov.

Upon completion of this offering, we will be subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and, in
accordance with those requirements, will file reports, proxy and information
statements and other information with the SEC. You may inspect and copy these
reports, proxy and information statements and other information at the
addresses set forth above.

We will make available to our stockholders our annual reports containing
consolidated or combined financial statements audited by our independent
auditors and quarterly reports containing unaudited consolidated or combined
financial statements for each of the first three quarters of each fiscal year.

93

INDEX TO COMBINED FINANCIAL STATEMENTS

PAGE
----

Report of Independent Public Accountants.................................  F-2

Combined Statements of Income for the Years Ended December 31, 1998, 1999
and 2000................................................................  F-3

Combined Balance Sheets as of December 31, 1999 and 2000.................  F-4

Combined Statements of Cash Flows for the Years Ended December 31, 1998,
1999 and 2000...........................................................  F-5

Combined Statements of Changes in Stockholder's Equity for the Years
Ended December 31, 1998, 1999 and 2000..................................  F-6

Notes to Combined Financial Statements...................................  F-7

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors and Stockholder,
FMC Technologies, Inc.:

We have audited the accompanying combined balance sheets of FMC
Technologies, Inc. as of December 31, 1999 and 2000, and the related combined
statements of income, cash flows and changes in stockholder's equity for each
of the years in the three-year period ended December 31, 2000. These combined
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the financial position of FMC
Technologies, Inc. as of December 31, 1999 and 2000, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America.

/s/ KPMG LLP     

Chicago, Illinois
February 9, 2001

F-2

FMC TECHNOLOGIES, INC.

COMBINED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000

YEAR ENDED DECEMBER 31,
(IN MILLIONS, EXCEPT PER SHARE DATA)                -----------------------------
1998      1999       2000
-----------------------------

Revenue............................................ $ 2,185.5 $ 1,953.1  $1,875.2
Costs and expenses:
Cost of sales or services..........................   1,669.3   1,479.8   1,421.1
Selling, general and administrative expenses.......     337.8     302.4     291.2
Research and development...........................      50.7      51.8      56.7
Asset impairments (Note 5).........................       --        6.0       1.5
Restructuring and other charges (Note 5)...........       --        3.6       9.8
--------- ---------  --------
Total costs and expenses.........................   2,057.8   1,843.6   1,780.3
--------- ---------  --------
Income from continuing operations before interest
income, interest expense and income taxes.........     127.7     109.5      94.9
Interest income....................................       6.2       4.0       2.3
Interest expense...................................       8.1       3.5       6.6
--------- ---------  --------
Income from continuing operations before income
taxes.............................................     125.8     110.0      90.6
Provision for income taxes (Note 9)................      38.6      33.5      22.7
--------- ---------  --------
Income from continuing operations..................      87.2      76.5      67.9
Discontinued operations, net of income taxes
(Note 12).........................................       --       (5.5)      --
--------- ---------  --------
Net income....................................... $    87.2 $    71.0  $   67.9
========= =========  ========
Unaudited pro forma as adjusted basic earnings per common share from
continuing operations (Note 18).......................................  $   0.89
========
Unaudited pro forma as adjusted diluted earnings per common share from
continuing operations (Note 18).......................................  $   0.89
========

The accompanying notes are an integral part of the combined financial
statements.

F-3

FMC TECHNOLOGIES, INC.

COMBINED BALANCE SHEETS

AS OF DECEMBER 31, 1999 AND 2000

DECEMBER 31,
(IN MILLIONS, EXCEPT SHARE AND PAR VALUE DATA)                   ------------------
1999      2000
--------  --------

Assets

Current assets:
Cash and cash equivalents....................................... $   40.1  $   17.8
Trade receivables, net of allowances of $10.4 in 1999 and $7.2
in 2000........................................................    267.5     328.9
Inventories (Note 6)............................................    250.8     254.8
Other current assets............................................     68.3      62.0
Deferred income taxes (Note 9)..................................     31.7      29.8
--------  --------
Total current assets........................................    658.4     693.3
Investments.....................................................    151.5      29.9
Property, plant and equipment, net (Note 7).....................    280.6     257.3
Goodwill and intangible assets, net.............................    359.7     373.1
Other assets....................................................      5.7      12.0
Deferred income taxes (Note 9)..................................     17.3       8.1
--------  --------
Total assets................................................ $1,473.2  $1,373.7
========  ========

Liabilities and stockholder's equity

Current liabilities:
Short-term debt (Note 8)........................................ $   12.0  $   41.1
Accounts payable, trade and other...............................    367.5     328.3
Accrued payroll.................................................     48.7      39.7
Other current liabilities.......................................    125.5     113.5
Current portion of accrued pension and other postretirement
benefits (Note 10).............................................      4.3      13.2
Income taxes payable (Note 9)...................................     14.0      29.6
--------  --------
Total current liabilities...................................    572.0     565.4
Accrued pension and other postretirement benefits, less current
portion (Note 10)..............................................     75.4      59.2
Reserve for discontinued operations (Note 12)...................     33.8      30.6
Other liabilities...............................................     65.4      76.5
Commitments and contingent liabilities (Note 17)................      --        --
Stockholder's equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued
and outstanding in 2000........................................      --        --
Capital in excess of par value of common stock..................      --        --
Accumulated other comprehensive loss............................    (78.3)   (111.4)
Owner's net investment..........................................    804.9     753.4
--------  --------
Total stockholder's equity..................................    726.6     642.0
--------  --------
Total liabilities and stockholder's equity................ $1,473.2  $1,373.7
========  ========

The accompanying notes are an integral part of the combined financial
statements.

F-4

FMC TECHNOLOGIES, INC.

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000

YEAR ENDED DECEMBER 31,
(IN MILLIONS)                                         -------------------------
1998     1999     2000
-------  -------  -------

Cash provided by operating activities of continuing
operations:
Income from continuing operations...................  $  87.2  $  76.5  $  67.9
Adjustments to reconcile income from continuing
operations to cash provided by operating activities
of continuing operations:
Depreciation and amortization.....................     66.6     62.3     59.1
Asset impairments (Note 5)........................      --       6.0      1.5
Restructuring and other charges (Note 5)..........      --       3.6      9.8
Deferred income taxes.............................      3.4     16.7     11.1
Other.............................................    (11.1)     2.7      6.9
Changes in operating assets and liabilities:
Accounts receivable sold..........................      --      22.0     15.6
Trade receivables, net............................    (21.3)    46.3    (78.3)
Inventories.......................................     (4.1)    32.1    (16.5)
Other current assets and other assets.............     21.2      0.8     17.5
Accounts payable including advance payments,
accrued payroll, other current liabilities and
other liabilities................................     70.0   (111.3)   (89.7)
Income taxes payable..............................      0.3      3.0     15.6
Accrued pension and other postretirement benefits,
net..............................................    (16.0)    (6.4)   (11.0)
-------  -------  -------
Cash provided by operating activities of continuing
operations.........................................    196.2    154.3      9.5
-------  -------  -------
Cash required by discontinued operations (Note 12)..     (2.9)    (7.4)    (3.2)
-------  -------  -------
Cash provided (required) by investing activities:
Acquisitions and joint venture investments........    (82.8)   (49.1)   (47.4)
Capital expenditures..............................    (59.4)   (40.9)   (43.1)
Proceeds from disposal of property, plant and
equipment and sale-leasebacks....................     37.0     59.4     31.6
Redemption of Tyco preferred stock (Note 4).......      --       --     127.5
(Increase) decrease in investments................    (23.4)    24.1     (5.2)
-------  -------  -------
Cash provided (required) by investing activities....   (128.6)    (6.5)    63.4
-------  -------  -------
Cash provided (required) by financing activities:
Net increase (decrease) in short-term debt........     (2.6)   (11.1)    29.0
Repayment of long-term debt.......................     (8.0)     --       --
Distribution to owner.............................    (54.6)  (124.4)  (119.4)
-------  -------  -------
Cash required by financing activities...............    (65.2)  (135.5)   (90.4)
-------  -------  -------
Effect of exchange rate changes on cash and cash
equivalents........................................     (1.2)     9.8     (1.6)
-------  -------  -------
Increase (decrease) in cash and cash equivalents....     (1.7)    14.7    (22.3)
Cash and cash equivalents, beginning of year........     27.1     25.4     40.1
-------  -------  -------
Cash and cash equivalents, end of year..............  $  25.4  $  40.1  $  17.8
=======  =======  =======

Supplemental cash flow information: Income taxes paid, net of refunds,
were $38.2 million, $13.8 million and $1.8 million for 1998, 1999 and 2000,
respectively. Interest payments for 1998, 1999 and 2000 were $4.7 million, $4.6
million and $8.8 million, respectively.

Non-cash transaction: The Company received Tyco preferred stock valued at
$121.6 million in 1998 in conjunction with the sale of Crosby Valve (Note 4).

The accompanying notes are an integral part of the combined financial
statements.

F-5

FMC TECHNOLOGIES, INC.

COMBINED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000

ACCUMULATED
OTHER
OWNER'S NET COMPREHENSIVE COMPREHENSIVE
(IN MILLIONS)                          INVESTMENT  INCOME (LOSS) INCOME (LOSS)
----------- ------------- -------------

BALANCE AT DECEMBER 31, 1997..........   $ 825.7      $ (31.9)
Net income............................      87.2          --        $ 87.2
Foreign currency translation
adjustment (Note 13).................       --          (3.9)        (3.9)
Distribution to owner.................     (54.6)         --           --
-------      -------       ------
$ 83.3
======
BALANCE AT DECEMBER 31, 1998..........     858.3        (35.8)
Net income............................      71.0          --          71.0
Foreign currency translation
adjustment (Note 13).................       --         (39.3)       (39.3)
Minimum pension liability adjustment
(Note 10)............................       --          (3.2)        (3.2)
Distribution to owner.................    (124.4)         --           --
-------      -------       ------
$ 28.5
======
BALANCE AT DECEMBER 31, 1999..........     804.9        (78.3)
Net income............................      67.9          --          67.9
Foreign currency translation
adjustment (Note 13).................       --         (34.4)       (34.4)
Minimum pension liability adjustment
(Note 10)............................       --           1.3          1.3
Distribution to owner.................    (119.4)         --           --
-------      -------       ------
$ 34.8
======
BALANCE AT DECEMBER 31, 2000..........   $ 753.4      $(111.4)
=======      =======

The accompanying notes are an integral part of the combined financial
statements.

F-6

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1. NATURE OF ORGANIZATION AND BUSINESS

On October 31, 2000, FMC Corporation announced its intention to
reorganize its Energy Systems and Specialty Systems businesses as a new
company, FMC Technologies, Inc. ("FMC Technologies" or the "Company"), and to
sell up to 19.9% of FMC Technologies' common stock by means of an initial
public offering (the "offering"), followed by a distribution (the
"distribution") to FMC Corporation's stockholders of FMC Corporation's
remaining interest in the Company's common stock. FMC Corporation has further
advised FMC Technologies that the distribution is expected to occur by the end
of calendar year 2001.

FMC Technologies was incorporated in Delaware on November 13, 2000 and
currently is a wholly owned subsidiary of FMC Corporation. FMC Technologies
designs, manufactures and services technologically sophisticated systems and
products for its customers through its Energy Systems and Specialty Systems
segments. Energy Systems is a leading supplier of systems and services used in
the offshore, particularly deepwater, exploration and production of crude oil
and natural gas. Specialty Systems provides technologically advanced handling
and processing systems to industrial customers.

NOTE 2. BASIS OF PRESENTATION

FMC Corporation has operated the businesses it will transfer to FMC
Technologies in the separation as internal units of FMC Corporation through
various divisions and subsidiaries, or through investments in unconsolidated
affiliates. Before the closing of the offering, FMC Corporation intends to
contribute substantially all of its ownership interests in the businesses
included in these combined financial statements to the Company with the
remainder to be transferred shortly after the closing. These combined financial
statements reflect the combined results of the businesses as if they had been
contributed to the Company for all periods. Subsequent to the contribution, all
of the businesses included in these combined financial statements will be
consolidated subsidiaries or divisions of the Company, or will be investments
of the Company or its subsidiaries.

FMC Technologies' combined financial statements have been carved out from
the consolidated financial statements of FMC Corporation using the historical
results of operations and bases of the assets and liabilities of the
transferred businesses, and give effect to certain allocations of expenses from
FMC Corporation. Such expenses represent costs related to general and
administrative services that FMC Corporation has provided to FMC Technologies,
including accounting, treasury, tax, legal, human resources, information
technology and other corporate and infrastructure services. The costs of these
services have been allocated to FMC Technologies and included in the Company's
combined financial statements based upon the relative levels of use of those
services. The expense allocations have been determined on the basis of
assumptions and estimates that management believes to be a reasonable
reflection of FMC Technologies' utilization of those services. These
allocations and estimates, however, are not necessarily indicative of the costs
and expenses that would have resulted if FMC Technologies had operated as a
separate entity in the past, or of the costs the Company may incur in the
future. For information relating to FMC Technologies' relationship with FMC
Corporation and services between FMC Technologies and FMC Corporation following
the separation, see Note 18.

The Company's cash resources are managed under a centralized system
wherein receipts are deposited to the corporate accounts of FMC Corporation and
disbursements are centrally funded. Accordingly, settlement of certain assets
and liabilities arising from common services or activities provided by FMC
Corporation and certain related-party transactions are reflected as net equity
distributions to FMC Corporation.

The combined financial statements do not reflect the debt or interest
expense FMC Technologies would have incurred if it were a stand-alone entity.
In addition, the combined financial statements may not be

F-7

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

indicative of the Company's combined financial position, operating results or
cash flows in the future or what the Company's financial position, operating
results and cash flows would have been had FMC Technologies been a separate,
stand-alone entity during the periods presented. The combined financial
statements do not reflect any changes that will occur in the Company's funding
or operations as a result of the offering, the distribution and FMC
Technologies becoming a stand-alone entity.

NOTE 3. PRINCIPAL ACCOUNTING POLICIES

Use of estimates--The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results are likely to
differ from those estimates, but FMC Technologies' management does not believe
such differences will materially affect the Company's financial position,
results of operations or cash flows.

Principles of combination--The combined financial statements include the
accounts of the Energy Systems and Specialty Systems businesses of FMC
Corporation that will be transferred to FMC Technologies in the separation. All
material intercompany accounts and transactions are eliminated in combination.

Revenue recognition--Revenue from equipment sales is either recognized
upon transfer of title to the customer (which is generally upon shipment or
when customer-specific acceptance requirements are met) or under the percentage
of completion method. The percentage of completion method is used for
manufacturing and assembly projects that involve significant design and
engineering effort in order to satisfy detailed customer-supplied
specifications. Revenue is recognized as work progresses on each contract in
the ratio that costs incurred to date bear to total estimated costs at
completion. Any expected losses on contracts in progress are charged to
operations in the period the losses become probable. Service revenue is
recognized as the service is provided.     

Cash equivalents--The Company considers investments in all highly liquid
debt instruments with original maturities of three months or less to be cash
equivalents.

Accounts receivable--During the fourth quarter of 1999, FMC Corporation
entered into an accounts receivable financing facility under which accounts
receivable are sold without recourse through a wholly owned, bankruptcy remote
subsidiary. As part of FMC Corporation, FMC Technologies' operations have
participated in the facility, which resulted in reductions of accounts
receivable of $22.3 million and $38.0 million at December 31, 1999 and 2000,
respectively. The Company accounts for the sales of receivables in accordance
with the requirements of Statement of Financial Accounting Standards ("SFAS")
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities." Net discounts recognized on sales of
receivables are included in selling, general and administrative expenses in the
combined statements of income and amounted to $0.3 million and $0.1 million for
the years ended December 31, 1999 and 2000, respectively.

Revenue in excess of billings on completed contracts accounted for under
the percentage of completion method is included in accounts receivable and
amounted to $34.5 million at December 31, 1999 and $76.3 million at December
31, 2000.

Inventories--Inventories are stated at the lower of cost or market value.
Inventory costs include those costs directly attributable to products prior to
sale, including all manufacturing overhead but excluding costs to distribute.
Cost is determined on the last-in, first-out ("LIFO") basis for all domestic
inventories, except certain inventories relating to contracts-in-progress,
which are stated at the actual production cost incurred to date, reduced by
amounts identified with recognized revenue. At December 31, 2000, inventories
accounted for

F-8

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

under the LIFO method totaled $93.6 million. The first-in, first-out ("FIFO")
method is used to determine the cost for all other inventories.

Investments--Investments in companies in which FMC Technologies'
ownership interest is 50% or less and in which FMC Technologies exercises
significant influence over operating and financial policies, and majority owned
investments in which FMC Technologies' control is restricted or temporary in
nature, are accounted for using the equity method after eliminating the effects
of any material intercompany transactions. All other investments are carried at
their fair values or at cost, as appropriate.

Property, plant and equipment--Property, plant and equipment is recorded
at cost. Depreciation for financial reporting purposes is provided principally
on the straight-line basis over the estimated useful lives of the assets (land
improvements--20 years, buildings--20 to 50 years, and machinery and
equipment--3 to 18 years). Gains and losses are reflected in income upon sale
or retirement of assets. Expenditures that extend the useful lives of property,
plant and equipment or increase productivity are capitalized.

The Company reviews the recovery of the net book value of property, plant
and equipment for impairment whenever events and circumstances indicate that
the net book value of an asset may not be recoverable from the estimated
undiscounted future cash flows expected to result from its use and eventual
disposition. In cases where undiscounted expected future cash flows are less
than the net book value, an impairment loss is recognized equal to the amount
by which the net book value exceeds the fair value of the assets.

Goodwill and intangible assets--Goodwill and identifiable intangible
assets (such as trademarks) are amortized on a straight-line basis over their
estimated useful or legal lives, not exceeding 40 years. The Company
periodically evaluates the recoverability of the net book value of goodwill and
intangible assets, particularly in the case of a change in business
circumstances or other triggering event, based on expected undiscounted future
cash flows for each operation having a significant goodwill balance. In cases
where undiscounted expected future cash flows are less than the net book value,
an impairment loss is recognized equal to the amount by which the net book
value exceeds the fair value of the assets. Amortization of goodwill and
intangible assets was $16.4 million, $15.0 million and $15.7 million in 1998,
1999 and 2000, respectively.

Accounts payable--Amounts advanced by customers as deposits on orders not
yet billed and progress payments on contracts-in-progress are classified with
accounts payable and amounted to $181.8 million at December 31, 1999 and $120.2
million at December 31, 2000.

Income taxes--The provision for income taxes reflected in FMC
Technologies' combined financial statements has been computed as if FMC
Technologies were a stand-alone entity and filed separate tax returns. Current
income taxes are provided on income reported for financial statement purposes
adjusted for transactions that do not enter into the computation of income
taxes payable. Deferred tax liabilities and assets are measured using enacted
tax rates for the expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of assets and liabilities.
Income taxes are not provided for the equity in undistributed earnings of
foreign subsidiaries or affiliates when it is management's intention that such
earnings will remain invested in those companies. Taxes are provided for in the
year in which the decision is made to repatriate the earnings.

Accumulated other comprehensive loss--At December 31, 1999, accumulated
other comprehensive loss consisted of cumulative foreign currency translation
losses of $75.1 million and a minimum pension liability adjustment of $3.2
million. At December 31, 2000, accumulated other comprehensive loss consisted
of cumulative foreign currency translation losses of $109.5 million and a
minimum pension liability adjustment of $1.9 million.

F-9

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Earnings per common share--The Company's historical capital structure is
not indicative of its prospective capital structure and, accordingly,
historical earnings per share information has not been presented.     

Foreign currency translation--Assets and liabilities of most foreign
operations are translated at exchange rates in effect at the balance sheet
date, and the foreign operations' income statements are translated at the
monthly exchange rates for the period. For operations in non-highly
inflationary countries, translation gains and losses are recorded as a
component of accumulated other comprehensive income (loss) in stockholder's
equity until the foreign entity is sold or liquidated. For operations in highly
inflationary countries and where the local currency is not the functional
currency, inventories, property, plant and equipment, and other noncurrent
assets are converted to U.S. dollars at historical exchange rates, and all
gains or losses from conversion are included in net income. Foreign currency
effects on cash and cash equivalents and debt in hyperinflationary economies
are included in interest income or expense.

Derivative financial instruments and foreign currency transactions--The
Company uses derivative financial instruments selectively to offset exposure to
market risks arising from changes in foreign exchange rates. Derivative
financial instruments currently used by the Company primarily consist of
foreign currency forward contracts. Contracts are executed centrally to
minimize transaction costs on currency conversions and minimize losses due to
adverse changes in foreign currency markets. The Company evaluates and monitors
combined net exposures by currency and maturity, and external derivative
financial instruments correlate with that net exposure in all material
respects.

Gains and losses on hedges of existing assets and liabilities are
included in the carrying amounts of those assets or liabilities and are
ultimately recognized in income when those carrying amounts are converted.
Gains and losses related to hedges of firm commitments also are deferred and
included in the basis of the transaction when it is completed. Gains and losses
on unhedged foreign currency transactions are included in income as part of
cost of sales or services. Gains and losses on derivative financial instruments
that protect the Company from exposure in a particular currency, but do not
currently have a designated underlying transaction, are also included in income
as part of cost of sales or services. If a hedged item matures, is sold,
extinguished, or terminated, or is related to an anticipated transaction that
is no longer likely to take place, the derivative financial instrument related
to the hedged item is closed out and the related gain or loss is included in
income as part of cost of sales or services or interest expense, as appropriate
in relation to the hedged item.

Cash flows from hedging contracts are reported in the combined statements
of cash flows in the same categories as the cash flows from the transactions
being hedged.

Segment information--The Company's determination of its reportable
segments on the basis of its strategic business units and the commonalities
among the products and services within each segment corresponds to the manner
in which the Company's management reviews and evaluates operating performance.
The Company has combined certain similar operating segments that meet
applicable criteria established under SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information."

Energy Systems is a leading supplier of systems and services used in the
offshore, particularly deepwater, exploration and production of crude oil and
natural gas. Specialty Systems provides technologically advanced handling and
processing systems to industrial customers. See Note 15 for a further
description and additional information regarding the Company's segments.

F-10

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4. BUSINESS COMBINATIONS AND DIVESTITURES

In August 1998, the Company acquired a majority of the voting stock of a
leading wellhead manufacturer. Following a 1999 tender offer for the remaining
outstanding shares of the acquired business, the Company holds a 98% ownership
interest. The acquired business' operations are included in the Energy Systems
segment.     

On February 16, 2000, the Company acquired York International
Corporation's Northfield Freezing Systems Group ("Northfield") for $39.8
million in cash and the assumption of certain liabilities. Northfield,
headquartered in Northfield, MN, is a manufacturer of freezing systems for
industrial food processing. Northfield's products include freezers, coolers and
dehydrators for the food processing industry. The Company has recorded goodwill
(to be amortized over 40 years) and other intangible assets totaling $41.6
million relating to the acquisition. Northfield's operations are included in
the Specialty Systems segment.

The Company completed smaller acquisitions and joint venture investments
during the years ended December 31, 1998, 1999 and 2000.

All acquisitions were accounted for using the purchase method of
accounting, and, accordingly, the purchase prices have been allocated to the
assets acquired and liabilities assumed based on the estimated fair values of
such assets and liabilities at the dates of acquisition. The excess of the
purchase prices over the fair values of the net tangible assets acquired has
been recorded as intangible assets, primarily goodwill, and is amortized over
periods ranging from 10 to 40 years. Had the acquisitions occurred at the
beginning of the earliest period presented, the effect on the Company's
combined financial statements would not have been significantly different than
those reported and, accordingly, pro forma financial information has not been
provided.

The purchase prices for all of the aforementioned acquisitions were
satisfied from cash flows from operations and external financing. Results of
operations of the acquired companies have been included in the Company's
combined statements of income from the respective dates of acquisition.

In July 1998, the Company completed the sale of its Crosby Valve business
to a subsidiary of Tyco International Ltd. ("Tyco") for cash and Tyco preferred
stock valued at $121.6 million. In October 2000, the Company redeemed its
investment in Tyco preferred stock in exchange for cash proceeds of $128.7
million, including dividends of $1.2 million. Crosby Valve was included in the
Energy Systems segment until its sale in July 1998.     

Asset sales and the divestiture of Crosby Valve during the year ended
December 31, 1998 resulted in gains of $19.1 million. Asset sales during the
years ended December 31, 1999 and 2000 resulted in gains of $10.1 million and
$3.3 million, respectively.

NOTE 5. ASSET IMPAIRMENTS AND RESTRUCTURING AND OTHER CHARGES

Restructuring spending related to a restructuring program initiated in
1997 was $13.2 million and $8.9 million in 1998 and 1999, respectively. All
restructuring activities were completed and there were no remaining accruals
related to this program at December 31, 1999.

In the third quarter of 1999, the Company recorded asset impairments and
restructuring and other one-time charges of $9.6 million ($5.9 million after
tax). Asset impairments of $6.0 million were required to write down certain
Specialty Systems assets. Estimated future cash flows attributed to these
assets indicated that an impairment of the assets had occurred. The
restructuring and other one-time charges of $3.6 million resulted primarily
from strategic decisions to divest or restructure certain corporate departments
and a number of businesses, including certain Specialty Systems and Energy
Systems operations. Restructuring spending under all 1999 programs totaled $2.7
million and $0.9 million in 1999 and 2000, respectively, and included severance

F-11

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

payments for 122 individuals. All restructuring activities were completed and
there were no remaining accruals related to these programs at December 31,
2000.

In the second quarter of 2000, FMC Technologies recorded asset
impairments and restructuring and other one-time charges totaling $11.3 million
before taxes ($6.9 million after tax). Asset impairments of $1.5 million were
required to write down certain Energy Systems equipment, as estimated future
cash flows attributed to these assets indicated that an impairment of the
assets had occurred. Restructuring and other one-time charges were $9.8
million, of which $8.0 million resulted primarily from strategic decisions to
restructure certain Specialty Systems operations, and included planned
reductions in force of 236 individuals. Restructuring charges of $1.4 million
at Energy Systems included severance costs related to planned reductions in
force of 68 individuals as a result of the delay in orders received from oil
and gas companies for major systems. Restructuring charges of $0.4 million
related to a corporate reduction in force. Restructuring spending under these
programs totaled $7.0 million in 2000. The remaining 53 workforce reductions
associated with these restructuring programs were substantially completed
during the first quarter of 2001.     

NOTE 6. INVENTORIES

Inventories are recorded at the lower of cost or market value. The
current replacement costs of inventories exceeded their recorded values by
$78.8 million and $82.3 million at December 31, 1999 and 2000, respectively.
During 1999, the Company reduced certain LIFO inventories that were carried at
lower than prevailing costs, resulting in a reduction of LIFO expense of $2.0
million. There were no reductions in LIFO inventories during 1998 and 2000.

Inventories consisted of the following:

DECEMBER 31,
(IN MILLIONS)                                          ----------------
1999     2000
-------  -------

Raw materials and purchased parts..................... $ 108.5  $ 112.0
Work in progress......................................   134.3    120.8
Manufactured parts and finished goods.................   109.4    124.6
-------  -------
Gross inventory before valuation adjustments and
LIFO reserves....................................   352.2    357.4
Valuation adjustments and LIFO reserves...............  (101.4)  (102.6)
-------  -------
Net inventory..................................... $ 250.8  $ 254.8
=======  =======

F-12

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

DECEMBER 31,
(IN MILLIONS)                                             ---------------
1999     2000
-------  ------

Land and land improvements............................... $  17.3  $ 17.6
Buildings................................................   138.5   133.8
Machinery and equipment..................................   442.8   420.1
Construction in progress.................................    10.6    12.6
-------  ------
Total cost...........................................   609.2   584.1
Accumulated depreciation.................................  (328.6) (326.8)
-------  ------
Net property, plant and equipment.................... $ 280.6  $257.3
=======  ======

Depreciation expense was $49.0 million, $46.2 million and $41.2 million
in 1998, 1999 and 2000, respectively.

During 1999 and 2000, the Company entered into agreements for the sale
and leaseback of certain equipment. Net property, plant and equipment was
reduced by the equipment's carrying values of $29.1 million in 1999 and $13.7
million in 2000. The net cash proceeds received were $52.1 million in 1999 and
$22.5 million in 2000. Non-amortizing deferred credits were recorded in
conjunction with the sale transactions. These credits totaled $23.4 and $31.8
million at December 31, 1999 and 2000, respectively, and are included in other
long-term liabilities. The Company has annual fair market value purchase
options under the agreements. The leases, which end in December 2004, are
classified as operating leases in accordance with SFAS No. 13, "Accounting for
Leases."

NOTE 8. DEBT

At December 31, 1999 and 2000, short-term debt included third-party debt
of FMC Technologies' foreign operations of $11.9 million and $14.0 million,
respectively. The weighted average interest rates on these outstanding
borrowings were approximately 8.8% and 8.4% at December 31, 1999 and 2000,
respectively. In addition, at December 31, 2000, short-term debt included $26.9
million of borrowings from MODEC International, LLC, a 37.5%-owned joint
venture, at an interest rate of approximately 7.2%.

Because FMC Corporation has historically funded most of its businesses
centrally, third-party debt and cash for operating companies has been minimal
and is not representative of what the Company's actual debt balances would have
been had the Company been a separate, stand-alone entity. See Note 18 for a
further description of the financing arrangements relating to the separation.

NOTE 9. INCOME TAXES

The operating results of FMC Technologies have been included in FMC
Corporation's U.S. consolidated income tax returns and the state and foreign
tax returns of FMC Corporation and its domestic affiliates. In certain
instances, income of domestic subsidiaries of FMC Technologies is reported on
separate state income tax returns of the domestic subsidiaries. In addition,
operating results of foreign operations of FMC Technologies have been included
in the tax returns of foreign affiliates of FMC Corporation. As long as FMC
Corporation continues to own at least 80% of the voting power and value of FMC
Technologies' outstanding capital stock, FMC Technologies will continue to be
included in the U.S. consolidated income tax returns of FMC Corporation and
certain state and foreign income tax returns of FMC Corporation and its
affiliates.

F-13

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The provision for income taxes in FMC Technologies' combined financial
statements has been prepared as if FMC Technologies were a stand-alone entity
and filed separate tax returns. See Note 18 for a description of the tax
sharing agreements between FMC Corporation and FMC Technologies.

Domestic and foreign components of income from continuing operations
before income taxes are shown below:

YEAR ENDED DECEMBER
31,
(IN MILLIONS)                                       --------------------
1998   1999   2000
------ ------  -----

Domestic..........................................  $ 76.8 $ 26.8  $11.6
Foreign...........................................    49.0   83.2   79.0
------ ------  -----
Total.........................................  $125.8 $110.0  $90.6
====== ======  =====

The provisions (benefits) for income taxes attributable to income from
continuing operations consisted of:

YEAR ENDED DECEMBER
31,
(IN MILLIONS)                                       --------------------
1998   1999   2000
------ ------  -----

Current:
Federal.........................................  $ 10.4 $  7.4  $(0.2)
Foreign.........................................    20.8    7.9   11.2
State and local.................................     4.0    1.5    0.6
------ ------  -----
Total current.................................    35.2   16.8   11.6
Deferred..........................................     3.4   16.7   11.1
------ ------  -----
Total.........................................  $ 38.6 $ 33.5  $22.7
====== ======  =====

Total income tax provisions were allocated as follows:

YEAR ENDED DECEMBER
31,
(IN MILLIONS)                                       --------------------
1998   1999   2000
------ ------  -----

Continuing operations.............................  $ 38.6 $ 33.5  $22.7
Discontinued operations...........................     --    (3.5)   --
------ ------  -----
Income tax provision..............................  $ 38.6 $ 30.0  $22.7
====== ======  =====

Significant components of the deferred income tax provisions attributable
to income from continuing operations before income taxes were as follows:

YEAR ENDED DECEMBER
31,
(IN MILLIONS)                                       --------------------
1998   1999   2000
------ ------  -----

Deferred tax (exclusive of the valuation
allowance).......................................  $  3.3 $ 13.7  $11.8
Increase (decrease) in the valuation allowance for
deferred tax assets..............................     0.1    3.0   (0.7)
------ ------  -----
Deferred income tax provision.....................  $  3.4 $ 16.7  $11.1
====== ======  =====

F-14

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Significant components of the Company's deferred tax assets and
liabilities were as follows:

DECEMBER 31,
(IN MILLIONS)                                             --------------
1999    2000
------  ------

Reserves for discontinued operations and restructuring... $ 15.4  $ 19.1
Accrued pension and other postretirement benefits........   35.5    34.3
Other reserves...........................................   40.6    34.2
Net operating loss carryforwards.........................    6.1     5.4
Other....................................................   11.8    11.9
------  ------
Deferred tax assets....................................  109.4   104.9
Valuation allowance......................................   (6.1)   (5.4)
------  ------
Deferred tax assets, net of valuation allowance........  103.3    99.5
------  ------
Property, plant and equipment............................   25.7    25.7
Unbilled percentage of completion revenue and other......   28.6    35.9
------  ------
Deferred tax liabilities...............................   54.3    61.6
------  ------
Net deferred tax assets.............................. $ 49.0  $ 37.9
======  ======

The effective income tax rate applicable to income from continuing
operations before income taxes was different from the statutory U.S. federal
income tax rate due to the factors listed in the following table:

YEAR ENDED
DECEMBER 31,
(PERCENT OF INCOME FROM OPERATIONS)                                  ----------------
1998  1999  2000
----  ----  ----

Statutory U.S. tax rate............................................   35%   35%   35%
Net difference:
Foreign sales corporation income subject to different tax rates..   (2)   (3)   (2)
State and local income taxes, less federal income tax benefit....    2     1     1
Foreign earnings subject to different tax rates..................   (7)   (6)  (11)
Tax on intercompany dividends and deemed dividends for tax
purposes........................................................    2     2     3
Nondeductible goodwill...........................................    2     1     1
Nondeductible expenses...........................................    1     1     1
Equity in earnings of affiliates not taxed.......................   (1)   --    --
Change in valuation allowance....................................   --    --    (1)
Other............................................................   (1)   (1)   (2)
---   ---   ---
Total difference...............................................   (4)   (5)  (10)
---   ---   ---
Effective tax rate.................................................   31%   30%   25%
===   ===   ===

U.S. income taxes have not been provided for the equity in undistributed
earnings of foreign consolidated subsidiaries ($172.1 million and $153.1
million at December 31, 1999 and 2000, respectively) or foreign unconsolidated
subsidiaries and affiliates ($2.8 million and $2.0 million at December 31, 1999
and 2000, respectively). Restrictions on the distribution of these earnings are
not significant. Foreign earnings taxable to the Company as dividends were $7.9
million, $14.0 million and $35.3 million in 1998, 1999 and 2000, respectively.

NOTE 10. PENSIONS AND POSTRETIREMENT AND OTHER BENEFIT PLANS

Through the end of 2000, substantially all of the Company's domestic
employees participated in FMC Corporation's qualified pension and
postretirement medical and life insurance plans after meeting certain
employment criteria, and may have participated in FMC Corporation's other
benefit plans depending on their

F-15

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

location and employment status. Foreign-based employees may also have been
eligible to participate in FMC Corporation-sponsored or government-sponsored
programs that were available to them.

Pension and postretirement amounts recognized in the Company's combined
financial statements have been determined on the basis of certain assumptions
regarding whether FMC Corporation or FMC Technologies will assume the assets
and liabilities related to specific groups of current and former FMC
Corporation employees. The ultimate distribution of pension and postretirement
benefit assets and liabilities will be governed by the employee benefits
agreement that the Company will enter into with FMC Corporation and will
involve actuarial calculations and determinations about the employment status
of FMC Corporation's corporate office employees. See Note 18.

The funded status of the Company's allocated portion of FMC Corporation's
domestic qualified and non-qualified pension, the United Kingdom pension plan,
one German pension plan and FMC Corporation's domestic postretirement health
care and life insurance benefit plans, together with the associated balances
recognized in the Company's combined financial statements as of December 31,
were as follows:

OTHER
POSTRETIREMENT
PENSIONS         BENEFITS
(IN MILLIONS)                                 --------------  ----------------
1999    2000    1999     2000
------  ------  -------  -------

Accumulated benefit obligation:
Plans with unfunded accumulated benefit
obligation.................................. $ 16.8  $ 16.6  $   --   $   --
======  ======  =======  =======
Change in benefit obligation:
Benefit obligation at January 1.............. $341.2  $328.2  $  39.3  $  36.5
Service cost...............................   15.3    12.6      1.1      1.0
Interest cost..............................   23.1    24.1      2.7      2.6
Actuarial gain.............................  (38.4)   (9.4)    (3.4)    (2.3)
Amendments.................................    0.7     0.2      --       0.1
Foreign exchange currency rate changes.....    --     (4.1)     --       --
Transfer of U.K. inactive group............    --     32.3      --       --
Plan participants' contributions...........    --      --       1.4      1.8
Benefits paid..............................  (13.7)  (16.1)    (4.6)    (4.6)
------  ------  -------  -------
Benefit obligation at December 31........  328.2   367.8     36.5     35.1
------  ------  -------  -------
Change in fair value of plan assets:
Fair value of plan assets at January 1.......  300.8   285.2      --       --
Actual return on plan assets...............   (3.4)   41.1      --       --
Foreign exchange currency rate changes.....    --     (4.1)     --       --
Transfer of U.K. inactive group............    --     33.6      --       --
Company contributions......................    1.5     1.5      3.2      2.8
Plan participants' contributions...........    --      --       1.4      1.8
Benefits paid..............................  (13.7)  (16.1)    (4.6)    (4.6)
------  ------  -------  -------
Fair value of plan assets at December
31......................................  285.2   341.2      --       --
------  ------  -------  -------
Funded status of the plans (liability).......  (43.0)  (26.6)   (36.5)   (35.1)
Unrecognized actuarial loss (gain)...........   23.0     5.0     (0.4)    (2.3)
Unrecognized prior service cost (income).....    8.3     7.0    (13.2)   (10.0)
Unrecognized transition asset................  (12.0)   (6.3)     --       --
------  ------  -------  -------
Net amounts recognized in the balance
sheets at December 31................... $(23.7) $(20.9) $ (50.1) $ (47.4)
======  ======  =======  =======
Prepaid benefit cost......................... $  5.0  $ 11.1  $    --  $    --
Accrued benefit liability....................  (34.6)  (36.1)   (50.1)   (47.4)
Intangible asset.............................    2.7     2.2      --       --
Accumulated other comprehensive income.......    3.2     1.9      --       --
------  ------  -------  -------
Net amounts recognized in the balance
sheets at December 31................... $(23.7) $(20.9) $ (50.1) $ (47.4)
======  ======  =======  =======

F-16

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The following table summarizes the assumptions used and the components of
net annual benefit cost (income) for the years ended December 31:

OTHER
POSTRETIREMENT
PENSIONS              BENEFITS
(IN MILLIONS)                      ----------------------  -------------------
1998    1999    2000   1998   1999   2000
------  ------  ------  -----  -----  -----

Assumptions as of September 30:
Discount rate.....................   6.75%   7.50%   7.50%  6.75%  7.50%  7.50%
Expected return on assets.........   9.20%   9.25%   9.25%   --     --     --
Rate of compensation increase.....   5.00%   5.00%   4.25%   --     --     --
------  ------  ------  -----  -----  -----
Components of net annual benefit
cost:
Service cost.................... $ 12.1  $ 15.3  $ 12.6  $ 1.2  $ 1.1  $ 1.0
Interest cost...................   20.4    23.1    24.1    2.9    2.7    2.6
Expected return on plan assets..  (24.7)  (26.1)  (27.1)   --     --     --
Amortization of transition
asset..........................   (7.0)   (7.0)   (6.8)   --     --     --
Amortization of prior service
cost...........................    1.4     1.6     1.6   (2.8)  (3.1)  (3.1)
Recognized net actuarial (gain)
loss...........................   (0.2)    1.1     0.6   (0.4)   --    (0.3)
------  ------  ------  -----  -----  -----
Net annual benefit cost....... $  2.0  $  8.0  $  5.0  $ 0.9  $ 0.7  $ 0.2
======  ======  ======  =====  =====  =====

The change in the discount rate used in determining domestic pension and
other postretirement benefit obligations from 6.75% to 7.50% decreased the
projected benefit obligations by $33.5 million at December 31, 1999.

The change in the rate of compensation increase used in determining
domestic pension plan obligations from 5.0% to 4.25% decreased the projected
benefit obligation by $7.8 million at December 31, 2000.

For measurement purposes, a 6.0% annual rate of increase in the per
capita cost of health care benefits was assumed for 1999 and 2000. The rate was
assumed to decrease to 5.0% for 2001 and remain at that level thereafter.

Assumed health care cost trend rates have an effect on the amounts
reported for the health care plan. A one-percentage point change in the assumed
health care cost trend rates would have the following effects:

ONE        ONE
PERCENTAGE PERCENTAGE
(IN MILLIONS)                                        POINT      POINT
INCREASE   DECREASE
---------- ----------

Effect on total of service and interest cost
components.......................................    $ --      $ --
Effect on postretirement benefit obligation.......    $0.3      $(0.2)

The Company has adopted SFAS No. 87, "Employers' Accounting for
Pensions," for its pension plan for employees in the United Kingdom and for one
pension plan in Germany. The financial impact of compliance with SFAS No. 87
for other non-U.S. pension plans is not materially different from the locally
reported pension expense. The cost of providing pension benefits for foreign
employees was $3.0 million in 1998, $3.7 million in 1999 and $3.4 million in
2000.

To effect a separation of the pension plan in the United Kingdom, FMC
Technologies was allocated the assets and liabilities associated with inactive
participants of FMC Corporation's divested process additives division effective
December 31, 2000. FMC Technologies will also assume any net annual benefit
cost or

F-17

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

income associated with these participants beginning in 2001. The addition of
this participant group increased the pension's projected benefit obligation by
$32.3 million, the pension plan's assets by $33.6 million and the pension's
prepaid benefit cost by $5.8 million at December 31, 2000.

The Company has recognized expense of $7.6 million, $7.5 million and $7.5
million in 1998, 1999 and 2000, respectively, for FMC Technologies' share of
matching contributions to the FMC Corporation Savings and Investment Plan, a
qualified domestic salary-reduction plan under Section 401(k) of the Internal
Revenue Code.

NOTE 11. INCENTIVE COMPENSATION PLANS

The Company did not grant stock-based compensation or maintain its own
incentive compensation programs during the three years ended December 31, 2000.
However, certain employees of the Company participate or have participated in
FMC Corporation's Incentive Compensation and Stock Plan, as amended and
restated effective as of February 16, 2001 (the "Stock Plan"), which provides
incentives and awards to key employees of FMC Corporation. The Stock Plan is
administered by a committee of the Board of Directors of FMC Corporation, which
reviews and approves financial targets as well as the time and conditions for
payment.     

The Stock Plan provides for the grant of incentive awards payable partly
in cash and partly in FMC Corporation common stock. The Company was allocated
expense of $3.8 million, $6.8 million and $5.7 million during the years ended
December 31, 1998, 1999 and 2000, respectively, for the Stock Plan. This
expense represented the cost of FMC Corporation restricted stock and bonuses
granted to employees and directors of the Company and to certain employees of
FMC Corporation who provided services to the Company. The Stock Plan also
provides for regular grants of FMC Corporation stock options. The exercise
price for options is not less than the fair market value of the stock at the
date of grant. The contractual life of each option is generally ten years and
substantially all options vest in three to four years. FMC Corporation accounts
for stock options under the provisions of APB Opinion No. 25 "Accounting for
Stock Issued to Employees." Accordingly, no compensation cost has been
recognized for stock options under the Stock Plan and therefore, no
compensation cost has been allocated to the Company.     

See Note 18 for a description of new incentive compensation arrangements
that are expected to be adopted by the Company before completion of the
offering.

NOTE 12. DISCONTINUED OPERATIONS

Under agreements governing the separation of the Company from FMC
Corporation, the Company has assumed specified self-insured product liabilities
associated with equipment manufactured by specified discontinued machinery
businesses of FMC Corporation. These businesses primarily consisted of the
construction equipment and marine and rail divisions, which were divested in
1984. From time to time, personal injury and other product-related claims have
been made against FMC Corporation related to cranes and other equipment
formerly manufactured and sold by the discontinued businesses. Reserves related
to these claims amounted to $33.8 million at December 31, 1999 and $30.6
million at December 31, 2000. Such reserves are recorded based on annual
actuarially-determined estimates of liabilities, which include factors for
estimating the ultimate future payout on reported and potential unreported
claims, as well as the cost of legal fees, claims administration and stop-loss
insurance coverage.     

The Company maintains insurance coverage limiting our exposure to any
individual self-insured product liability claim to $2.75 million. At December
31, 2000, the Company had 35 known open claims, of which 17 claims related to
cranes and only one of which was valued at an amount exceeding $500,000.     

F-18

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

During 1998, 1999 and 2000, respectively, FMC Technologies spent $2.9 million,
$7.4 million and $3.2 million toward settlement of these liabilities.     

In the fourth quarter of 1999, FMC Technologies provided $9.0 million
($5.5 million after tax) to increase its recorded liabilities based on revised
actuarial estimates of the ultimate cost of product liability claims related
primarily to the construction equipment business, for which claim payments had
increased substantially in 1999. While the Company believes its existing
reserves are adequate and are based on the most current estimate of potential
loss, and also believes that product liability claims will decrease over time
as the products are retired, it is possible that the ultimate outcome of all
discontinued operations' liabilities could differ materially from the recorded
reserve. However, management is unable to estimate or predict a range or an
amount by which the ultimate claim payments might differ from recorded amounts.

NOTE 13. FOREIGN CURRENCY

The Norwegian krone and Swedish krona were relatively stable against the
U.S. dollar in 1998 while the Mexican peso weakened and certain Asian
currencies experienced significant intra-year volatility. Additionally in 1998,
the Japanese yen reversed its previous trend and strengthened. Exposures in
1999 were affected primarily by the weakening of the Norwegian krone and
Swedish krona as well as the stronger Japanese yen. In 2000, foreign currency
transactional exposures were most affected by the weakening of the British
pound, Norwegian krone and Swedish krona against the U.S. dollar. The Company
mitigates its transactional exposure to variability in currency exchange rates
by entering into foreign exchange forward and option contracts with third
parties.

During 2000, the Company's earnings were negatively affected by
approximately $6 million before tax due to the impact of weaker European
currencies (particularly the euro, Norwegian krone and Swedish krona) on the
Company's foreign currency-denominated sales, which was partly offset by the
benefit of paying certain local operating costs in the same European
currencies.

Net income for 1998, 1999 and 2000 included aggregate foreign currency
gains (losses) of $(2.5) million, $3.8 million and $4.5 million, respectively.

The following table presents the foreign currency adjustments to key
balance sheet categories and the offsetting adjustments to accumulated other
comprehensive loss or to income for the years ended December 31:

GAINS (LOSSES)
(IN MILLIONS)                                      ---------------------
1998    1999    2000
-----  ------  ------

Cash and cash equivalents......................... $(1.2) $  9.8  $ (1.6)
Other working capital.............................  (2.5)  (20.7)  (26.2)
Property, plant and equipment, net................  (0.7)   (8.3)   (8.8)
Investments.......................................  (2.8)    6.3     0.7
Debt..............................................   0.7     0.7    (0.1)
Other.............................................   0.1   (23.3)    6.1
-----  ------  ------
$(6.4) $(35.5) $(29.9)
=====  ======  ======
Other comprehensive loss.......................... $(3.9) $(39.3) $(34.4)
Gain (loss) included in income....................  (2.5)    3.8     4.5
-----  ------  ------
$(6.4) $(35.5) $(29.9)
=====  ======  ======

NOTE 14. FINANCIAL INSTRUMENTS

Derivative financial instruments--At December 31, 1999 and 2000,
derivative financial instruments consisted primarily of foreign exchange
forward contracts. The Company entered into these agreements to

F-19

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

manage the currency risk associated with purchases and sales denominated in
currencies other than the U.S. dollar. Substantially all of the foreign
exchange forward contracts relate to receivables, payables and intercompany
transactions and are accounted for as hedges.

During 1998, the Company entered into forward contracts with a notional
value of $33.0 million to offset various risks associated with the potential
devaluation of the Brazilian real. The contracts matured in 1999, subsequent to
the devaluation of the Brazilian real. Losses from the decline in value of the
Company's real-denominated investments during the 1999 devaluation, as well as
1999 economic losses related to the Brazilian economic crisis, were offset by
gains on the forward contracts.

As of December 31, 1999 and 2000, the Company held foreign exchange
forward contracts with notional amounts of $388.7 million and $417.8 million,
respectively, in which foreign currencies (primarily Norwegian krone, Singapore
dollars and British pounds in 1999 and 2000) were purchased, and approximately
$254.2 million and $335.7 million, respectively, in which foreign currencies
(primarily Singapore dollars, British pounds, euros and Norwegian krone in 1999
and Norwegian krone, Swedish krona, Singapore dollars and British pounds in
2000) were sold. Notional amounts are used to measure the volume of derivative
financial instruments and do not represent potential gains or losses on these
agreements.

Fair value disclosures--The carrying amounts of cash and cash
equivalents, trade receivables, other current assets, accounts payable, amounts
included in investments and accruals meeting the definition of financial
instruments and short-term debt approximate fair value.

Fair values relating to foreign exchange contracts were $(5.6) million
and $(18.7) million at December 31, 1999 and 2000, respectively, and reflect
the estimated net amounts that the Company would pay to terminate the contracts
at the reporting date based on quoted market prices of comparable contracts at
those dates. The carrying values of foreign exchange contracts were $(1.7)
million and $5.0 million at December 31, 1999 and 2000, respectively.

Standby letters of credit and financial guarantees--In the ordinary
course of business with customers, vendors and others, the Company is
contingently liable for performance under letters of credit and other financial
guarantees totaling approximately $90 million at December 31, 2000. The
Company's management does not believe it is practicable to estimate the fair
values of these financial instruments and does not expect any losses from their
resolution.

F-20

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 15. SEGMENT INFORMATION

Segment operating profit

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 debt facilities and investments, income taxes, asset
impairments and restructuring and other charges (Note 5), LIFO inventory
adjustments and other income and expense items.

YEAR ENDED DECEMBER 31,
(IN MILLIONS)                                ----------------------------
1998      1999      2000
--------  --------  --------

Revenue:

Energy Systems.............................  $1,320.9  $1,129.4  $1,037.3
Specialty Systems..........................     868.2     826.3     839.5
Eliminations...............................      (3.6)     (2.6)     (1.6)
--------  --------  --------
Total revenue..........................  $2,185.5  $1,953.1  $1,875.2
========  ========  ========
Income from continuing operations before
income taxes:

Energy Systems.............................  $   95.2  $   97.1  $   72.4
Specialty Systems..........................      72.8      64.2      69.0
--------  --------  --------
Total segment operating profit...........     168.0     161.3     141.4
Corporate expenses (1).....................     (36.4)    (35.3)    (33.7)
Other expense, net (2).....................      (3.9)     (6.9)     (1.5)
--------  --------  --------
Operating profit before asset
impairments, restructuring and other
charges, net interest income (expense)
and income tax expense..................     127.7     119.1     106.2
Asset impairments (3)......................       --       (6.0)     (1.5)
Restructuring and other charges (4)........       --       (3.6)     (9.8)
Net interest income (expense)..............      (1.9)      0.5      (4.3)
--------  --------  --------
Total income from continuing operations
before income taxes...................  $  125.8  $  110.0  $   90.6
========  ========  ========

--------
(1) Corporate expenses primarily include staff expenses.
(2) Other expense, net consists of all other corporate items, including LIFO
inventory adjustments and pension income or expense.
(3) Asset impairments in 1999 relate to Specialty Systems. Asset impairments in
2000 relate to Energy Systems. See Note 5.
(4) Restructuring and other charges in 1999 relate to Energy Systems ($1.5
million), Specialty Systems ($1.1 million) and Corporate ($1.0 million).
Restructuring and other charges in 2000 relate to Energy Systems ($1.4
million) and Specialty Systems ($8.0 million) and Corporate ($0.4 million).
See Note 5.

Segment assets and liabilities

Segment assets and liabilities are those assets and liabilities that are
recorded and reported by segment operations. Segment operating capital employed
represents segment assets less segment liabilities. Segment assets exclude
corporate items, which are principally cash equivalents, LIFO reserves,
deferred income tax benefits, eliminations of intercompany receivables,
property, plant and equipment not attributable to

F-21

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

a specific segment, and credits relating to the sale of receivables. Segment
liabilities exclude substantially all debt, income taxes, pension and other
postretirement benefit liabilities, restructuring reserves, intercompany
eliminations, reserves for discontinued operations and deferred gains on the
sale and leaseback of equipment.

DECEMBER 31,
(IN MILLIONS)                                         -----------------
1999     2000
-------- --------

Operating Capital Employed (1):
Energy Systems....................................... $  439.3 $  505.0
Specialty Systems....................................    364.4    428.1
-------- --------
Total operating capital employed...................    803.7    933.1
Segment liabilities included in total operating
capital employed....................................    511.4    446.6
Corporate items (2)..................................    158.1     (6.0)
-------- --------
Total assets..................................... $1,473.2 $1,373.7
======== ========
Segment Assets:
Energy Systems....................................... $  749.4 $  752.1
Specialty Systems....................................    565.7    627.6
-------- --------
Total segment assets...............................  1,315.1  1,379.7
Corporate items (2)..................................    158.1     (6.0)
-------- --------
Total assets..................................... $1,473.2 $1,373.7
======== ========

--------
(1) FMC Technologies' management views operating capital employed, which
consists of assets, net of liabilities, reported by the Company's
operations (and excludes corporate items such as cash equivalents, debt,
pension liabilities, income taxes and LIFO reserves), as a primary measure
of segment capital.
(2) Corporate items include cash equivalents, LIFO reserves, deferred income
tax benefits, eliminations of intercompany receivables, property, plant and
equipment not attributable to a specific segment and credits relating to
the sale of receivables. As of December 31, 1999, Corporate items also
include $127.5 million of Tyco preferred stock, which was received as part
of the sale of Crosby Valve to a subsidiary of Tyco in July 1998. The
Company redeemed its investment in Tyco preferred stock in October 2000.
See Note 4.

Geographic segment information

Geographic segment sales represent sales by location of the Company's
customers or their headquarters. Geographic segment long-lived assets include
investments, net property, plant and equipment, and certain other non-current
assets. Intangible assets of acquired companies are not reported by geographic
segment.

Revenue

YEAR ENDED DECEMBER 31,
(IN MILLIONS)                                  --------------------------
1998     1999     2000
-------- -------- --------

Third party revenue (by location of customer)
United States................................. $  830.3 $  713.2 $  734.7
Norway........................................    294.2    221.1    206.0
All other countries...........................  1,061.0  1,018.8    934.5
-------- -------- --------
Total revenue............................. $2,185.5 $1,953.1 $1,875.2
======== ======== ========

F-22

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Long-lived assets

DECEMBER 31,
(IN MILLIONS)                                               -------------
1999   2000
------ ------

United States.............................................. $210.9 $195.4
Brazil.....................................................   31.6   32.5
All other countries........................................  101.7   71.8
------ ------
Total long-lived assets................................ $344.2 $299.7
====== ======

Other business segment information

RESEARCH AND
CAPITAL      DEPRECIATION AND     DEVELOPMENT
EXPENDITURES      AMORTIZATION         EXPENSE
----------------- ----------------- -----------------
YEAR ENDED        YEAR ENDED        YEAR ENDED
DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
(IN MILLIONS)             ----------------- ----------------- -----------------
1998  1999  2000  1998  1999  2000  1998  1999  2000
----- ----- ----- ----- ----- ----- ----- ----- -----

Energy Systems........... $30.4 $14.7 $20.2 $36.5 $31.4 $29.8 $24.7 $25.7 $33.8
Specialty Systems........  28.9  26.1  21.8  26.9  28.2  28.2  26.0  26.1  22.9
Corporate................   0.1   0.1   1.1   3.2   2.7   1.1   --    --    --
----- ----- ----- ----- ----- ----- ----- ----- -----
Total................ $59.4 $40.9 $43.1 $66.6 $62.3 $59.1 $50.7 $51.8 $56.7
===== ===== ===== ===== ===== ===== ===== ===== =====

NOTE 16. QUARTERLY INFORMATION (UNAUDITED)

(IN MILLIONS, EXCEPT PER                1999                              2000
SHARE DATA)               --------------------------------- ---------------------------------
1ST                               1ST
QTR.  2ND QTR. 3RD QTR. 4TH QTR.  QTR.  2ND QTR. 3RD QTR. 4TH QTR.
------ -------- -------- -------- ------ -------- -------- --------

Revenue.................  $471.7  $510.7   $469.9   $500.8  $441.5  $495.3   $452.3   $486.1
======  ======   ======   ======  ======  ======   ======   ======
Income from continuing
operations before net
interest income
(expense) and income
tax expense............  $ 17.0  $ 30.2   $ 22.5   $ 39.8  $ 12.8  $ 23.8   $ 25.1   $ 33.2
======  ======   ======   ======  ======  ======   ======   ======
Income from continuing
operations.............  $ 11.9  $ 21.1   $ 15.7   $ 27.8  $  8.8  $ 17.0   $ 18.0   $ 24.1
Discontinued operations,
net of income taxes....     --      --       --      (5.5)    --      --       --       --
------  ------   ------   ------  ------  ------   ------   ------
Net income..............  $ 11.9  $ 21.1   $ 15.7   $ 22.3  $  8.8  $ 17.0   $ 18.0   $ 24.1
======  ======   ======   ======  ======  ======   ======   ======

F-23

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 17. COMMITMENTS AND CONTINGENT LIABILITIES

FMC Technologies leases office space, plants and facilities and various
types of manufacturing, data processing and transportation equipment. Leases of
real estate generally provide for payment of property taxes, insurance and
repairs by FMC Technologies. Capital leases are not significant. Rent expense
under operating leases amounted to $22.8 million, $24.5 million and $29.3
million in 1998, 1999 and 2000, respectively.

Minimum future rental payments under noncancelable leases aggregated
approximately $125.6 million as of December 31, 2000 and are payable as
follows: $23.3 million in 2001, $22.8 million in 2002, $21.3 million in 2003,
$20.1 million in 2004, $11.4 million in 2005 and $26.7 million thereafter.

The Company also has certain other contingent liabilities arising from
litigation, claims, performance guarantees, and other commitments incident to
the ordinary course of business. The Company's management believes that the
ultimate resolution of its known contingencies will not materially affect the
combined financial position, results of operations or cash flows of FMC
Technologies.

NOTE 18. PROPOSED PUBLIC OFFERING OF COMMON STOCK (UNAUDITED)

The Offering

The Board of Directors of FMC Corporation and the Company's Board of
Directors have authorized management of the Company to file a registration
statement with the Securities and Exchange Commission for the offering. It is
anticipated that the Company will file an Amended and Restated Certificate of
Incorporation to authorize 195,000,000 shares of FMC Technologies common stock
and 12,000,000 shares of FMC Technologies preferred stock. There are currently
1,000 shares of FMC Technologies common stock outstanding.     

Before the closing of the offering, FMC Corporation intends to contribute
substantially all of its ownership interests in the businesses included in
these combined financial statements to the Company with the remainder to be
transferred shortly after the offering. These financial statements reflect the
combined results of the businesses as if they had been so contributed to the
Company for all periods. Subsequent to the contribution, all of the businesses
included in these combined financial statements will be consolidated
subsidiaries or divisions of the Company or will be investments of the Company
or its subsidiaries.

The Distribution

FMC Corporation has advised the Company that it currently intends to
distribute its remaining ownership interest in the Company to common
stockholders of FMC Corporation. If completed, the distribution, as previously
announced, is expected to take the form of a spin-off in which FMC Corporation
distributes all of the Company's common stock that it owns through a special
dividend to FMC Corporation common stockholders. If circumstances change, FMC
Corporation may distribute its remaining ownership interest in the Company
through an exchange offer by FMC Corporation, in which its common stockholders
would be offered the option of tendering some or all of their shares in
exchange for FMC Technologies common stock, and a subsequent spin-off of FMC
Corporation's remaining ownership interest in the Company. FMC Corporation has
advised the Company that it does not intend to complete the distribution unless
it receives a favorable tax ruling from the Internal Revenue Service as to the
tax-free nature of the distribution for U.S. federal income tax purposes and
the final approval of the Board of Directors of FMC Corporation, among other
conditions. FMC Corporation has also advised the Company that it currently
anticipates that this distribution will occur by the end of calendar year 2001.

FMC Corporation has advised the Company that the final determination as
to the completion, timing, structure and terms of the distribution will be
based on financial and business considerations and prevailing

F-24

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

market conditions. In addition, FMC Corporation has advised the Company that,
as permitted by the separation and distribution agreement between FMC
Corporation and the Company described below, it will not complete the
distribution if its Board of Directors determines that the distribution is not
in the best interests of FMC Corporation and its stockholders. FMC Corporation
has the sole discretion to determine whether or not to complete the
distribution and, if it decides to complete the distribution, to determine the
timing, structure and terms of the distribution.

Financing Arrangements

FMC Technologies anticipates that its debt after giving effect to the
offering will be approximately $315.5 million or $284.4 million if the
underwriters' over-allotment option is fully exercised, assuming that in each
case the net proceeds of the offering are used to reduce debt. In addition,
pursuant to the separation and distribution agreement between FMC Technologies
and FMC Corporation, this amount will be decreased to reflect net cash
generated or increased to reflect net cash utilized by FMC Technologies'
operations from January 1, 2001 to the closing of the offering. FMC
Technologies expects that FMC Technologies' assumed debt will consist of a $150
million 364-day revolving credit facility and a $250 million 5-year credit
agreement.     

Employee Benefit Plans

Effective May 1, 2001, FMC Technologies will establish its own qualified
and non-qualified U.S. defined benefit pension plans, and effective immediately
after the distribution, FMC Technologies will establish any additional pension
and employee benefit plans. The material terms of FMC Technologies' pension and
employee benefit plans will generally mirror FMC Corporation's plans as in
effect at that time. The employee benefits agreement between the Company and
FMC Corporation does not preclude FMC Technologies from discontinuing or
changing its plans at any time, so long as it notifies FMC Corporation and
agrees to absorb any cost associated with such change. Employees of FMC
Technologies will begin participating in FMC Technologies' new plans as of the
later of the date of the establishment of each plan or the date on which they
become employees of FMC Technologies.     

FMC Technologies' plans will assume all obligations under FMC
Corporation's plans to employees and former employees allocated to FMC
Technologies. Specified assets funding these obligations, including assets held
in trusts, will be transferred from trusts and other funding vehicles
associated with FMC Corporation's plans to the corresponding trusts and other
funding vehicles associated with FMC Technologies' plans as soon as
practicable. FMC Technologies' plans will provide that any employee or former
employee allocated to it will receive full recognition and credit under these
plans for all service, all compensation, and all other benefit-affecting
determinations that would have been recognized under the corresponding FMC
Corporation plan. However, there will be no duplication of benefits payable by
FMC Corporation or its plans.

Prior to the offering, FMC Technologies will adopt the FMC Technologies,
Inc. Incentive Compensation and Stock Plan (the "FMC Technologies Stock Plan").
The Company's employees, consultants and directors and employees, consultants
and directors of its subsidiaries will be eligible to participate in the FMC
Technologies Stock Plan. At the time of the offering, the Company expects to
grant options to purchase shares of FMC Technologies common stock under the FMC
Technologies Stock Plan at an exercise price equal to the offering price per
share in the offering.

In addition, as of the closing date of the offering, FMC Technologies
intends to replace each of the shares of FMC Corporation restricted stock that
will vest prior to January 1, 2003 held by the Company's employees with shares
of the Company's restricted stock that will be issued pursuant to the FMC
Technologies Stock Plan. The historical combined financial statements reflect
an allocation of expense related to FMC Corporation's existing restricted stock
program. To the extent that the Company replaces any FMC Corporation restricted
stock with FMC Technologies restricted stock prior to the distribution, the
Company may incur     

F-25

FMC TECHNOLOGIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

incremental compensation expense. It is currently estimated that approximately
$2.3 million of expense will be recorded over the vesting period related to
such restricted stock. Based on the number of shares of FMC Corporation
restricted stock vesting prior to January 1, 2003 held by the Company's
employees on March 30, 2001, an assumed offering price per share of FMC
Technologies common stock in the offering of $20.00 and a price per share of
FMC Corporation common stock of $73.64, 445,000 shares of FMC Technologies
common stock would be issued.     

FMC Technologies intends to replace all of the FMC Corporation options
held by the Company's employees and non-employee directors, other than
directors who will remain directors of FMC Corporation after the distribution.
The Company intends to replace a portion of the FMC Corporation options and
restricted stock held by the Company's directors who will continue to serve as
directors of FMC Corporation as of the date of the distribution with options to
purchase shares of the Company common stock and shares of restricted stock of
the Company that will be issued pursuant to the FMC Technologies Stock Plan.
The Company intends to replace all outstanding options and restricted stock of
FMC Corporation held by FMC Corporation employees whom the Company hires after
the distribution date.     

Arrangements Between FMC Technologies and FMC Corporation

The separation and distribution agreement contains the key provisions
relating to the separation of FMC Technologies' businesses from those of FMC
Corporation, the offering and FMC Corporation's planned distribution of FMC
Technologies common stock. The separation and distribution agreement identifies
the assets to be transferred to FMC Technologies by FMC Corporation and the
liabilities to be assumed by FMC Technologies from FMC Corporation. The
separation and distribution agreement also describes when and how these
transfers and assumptions will occur. In addition, FMC Technologies has entered
into additional agreements with FMC Corporation governing various interim and
ongoing relationships between FMC Corporation and FMC Technologies following
the closing date of the offering. These other agreements include: a tax sharing
agreement; an employee benefits agreement; a transition services agreement; and
a license agreement for the FMC corporate name and logo. FMC Technologies and
FMC Corporation will execute the separation and distribution agreement and
ancillary agreements before the closing of the offering.

Pro Forma Earnings Per Common Share     

Unaudited pro forma as adjusted basic earnings per common share for the
year ended December 31, 2000 has been calculated by dividing net earnings by
the weighted average shares outstanding as calculated in accordance with
Securities and Exchange Commission rules for initial public offerings. Such
rules require that the weighted average share calculation give retroactive
effect to any changes in the capital structure of the Company as well as the
number of shares whose proceeds will be used to pay any dividend or repay any
debt as reflected in the pro forma adjustments. It is anticipated that all of
the proceeds from the offering will be used to repay debt. Therefore, pro forma
weighted average shares of the Company for the year ended December 31, 2000,
are comprised of 53,505,000 shares of common stock outstanding prior to the
offering and 11,050,000 shares of common stock included in the offering,
assuming all such shares are outstanding as of the beginning of the period.

Unaudited pro forma as adjusted diluted earnings per common share from
continuing operations is computed using unaudited pro forma as adjusted income
from continuing operations divided by 65,117,249, which for pro forma diluted
earnings per share purposes is the assumed number of shares of the Company's
common stock outstanding after this offering. This share amount is calculated
assuming that (a) prior to the offering 53,505,000 common shares are
outstanding, (b) 11,050,000 shares are sold in the offering and (c) the pro
forma dilutive effect of the Company's restricted stock to be issued to the
Company's employees in replacement of FMC Corporation restricted stock is
562,249, calculated based on the weighted average number of shares of FMC
Corporation restricted stock eligible for conversion in 2000 and using FMC
Corporation's average 2000 stock price and the Company's assumed offering price
of $20.00 per share.     

F-26

[GRAPHIC: DEPICTIONS OF THE FOLLOWING OF OUR SYSTEMS AND PRODUCTS: (1) JETWAY
PASSENGER BOARDING BRIDGE, (2) SUBSEA     

TREE, (3) MANIFOLD SYSTEM, AND (4) CITRUS PROCESSING SYSTEM]     

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

Through and including        , 2001 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

11,050,000 SHARES     

[LOGO]

FMC TECHNOLOGIES, INC.

COMMON STOCK

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

P R O S P E C T U S

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

MERRILL LYNCH & CO.

CREDIT SUISSE FIRST BOSTON

SALOMON SMITH BARNEY

BANC OF AMERICA SECURITIES LLC     

, 2001

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

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+                                                                              +
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY +
+NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE     +
+SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN    +
+OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE +
+SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

[ALTERNATE INTERNATIONAL PAGE]     

SUBJECT TO COMPLETION     

PRELIMINARY PROSPECTUS DATED APRIL 4, 2001 
PROSPECTUS                      
11,050,000 SHARES     

FMC TECHNOLOGIES, INC.     

COMMON STOCK     

-----------

This is FMC Technologies, Inc.'s initial public offering. FMC Technologies
is selling all of the shares. The international managers are offering 2,210,000
shares outside the U.S. and Canada, and the U.S. underwriters are offering
8,840,000 shares in the U.S. and Canada.     

We expect the public offering price to be between $18.00 and $22.00 per
share. Currently, no public market exists for the shares. After pricing of this
offering, we expect that the shares will trade on the New York Stock Exchange
under the symbol "FTI."     

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 10 OF THIS PROSPECTUS.     

-----------

PER SHARE TOTAL
--------- -----

Public offering price.............................    $       $
Underwriting discount.............................    $       $
Proceeds, before expenses, to FMC Technologies....    $       $

The international managers may also purchase up to an additional 331,500
shares from FMC Technologies at the public offering price, less the
underwriting discount, within 30 days from the date of this prospectus to cover
over-allotments. The U.S. underwriters may similarly purchase up to an
additional 1,326,000 shares from FMC Technologies.     

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.     

The shares will be ready for delivery on or about           , 2001     

-----------

MERRILL LYNCH INTERNATIONAL     

CREDIT SUISSE FIRST BOSTON     

SALOMON SMITH BARNEY     

BANC OF AMERICA SECURITIES LIMITED     

-----------

The date of this prospectus is           , 2001     

[ALTERNATE INTERNATIONAL PAGE]     

UNDERWRITING     

We intend to offer the shares outside the U.S. and Canada through the
international managers and in the U.S. and Canada through the U.S.
underwriters. Merrill Lynch International, Credit Suisse First Boston (Europe)
Limited, Salomon Brothers International Limited and Banc of America Securities
Limited are acting as lead managers for the international managers named below.
Subject to the terms and conditions described in an international purchase
agreement among us and the international managers, and concurrently with the
sale of 8,840,000 shares of our common stock to the U.S. underwriters, we have
agreed to sell to the international managers, and the international managers
severally have agreed to purchase from us, the number of shares of common stock
listed opposite their name below.     

NUMBER OF
INTERNATIONAL MANAGER                                           SHARES
---------------------                                          ---------

Merrill Lynch International...................................
Credit Suisse First Boston (Europe) Limited...................
Salomon Brothers International Limited........................
Banc of America Securities Limited............................
---------
Total.................................................... 2,210,000
=========

We have also entered into a U.S. purchase agreement with the U.S.
underwriters for sale of the shares in the U.S. and Canada for whom Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, Salomon Smith Barney Inc. and Banc of America Securities LLC are
acting as U.S. representatives. Subject to the terms and conditions in the U.S.
purchase agreement, and concurrently with the sale of 2,210,000 shares of our
common stock to the international managers under the international purchase
agreement, we have agreed to sell to the U.S. underwriters, and the U.S.
underwriters severally have agreed to purchase from us, an aggregate of
8,840,000 shares of our common stock in this offering. The initial public
offering price per share and the total underwriting discount per share of our
common stock are identical under the international purchase agreement and the
U.S. purchase agreement.     

The international managers and the U.S. underwriters have agreed to
purchase all of the shares of our common stock sold under the international and
U.S. purchase agreements if any of these shares of our common stock are
purchased. If an underwriter defaults, the U.S. and international purchase
agreements provide that the purchase commitments of the nondefaulting
underwriters may be increased or the purchase agreements may be terminated. The
closings for the sale of shares of our common stock to be purchased by the
international managers and the U.S. underwriters are conditioned on one
another.     

We have agreed to indemnify the international managers and the U.S.
underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the international managers and
U.S. underwriters may be required to make in respect of those liabilities.     

The underwriters are offering the shares of our common stock, subject to
prior sale, when, as and if issued to and accepted by them, subject to approval
of legal matters by their counsel, including the validity of the shares, and
other conditions contained in the purchase agreements, such as the receipt by
the underwriters of officer's certificates and legal opinions. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.     

Merrill Lynch will be facilitating Internet distribution for this
offering to some of its Internet subscription customers. Merrill Lynch intends
to allocate a limited number of shares of our common stock for sale to its
online brokerage customers. An electronic prospectus is available on the
Internet Web sites maintained by Merrill Lynch and Credit Suisse First Boston
Corporation. Other than the prospectus in

88

[ALTERNATE INTERNATIONAL PAGE]     

electronic format, the information on the Web sites of Merrill Lynch, Credit
Suisse First Boston Corporation, Salomon Smith Barney Inc. and Banc of America
Securities LLC is not part of this prospectus.     

COMMISSIONS AND DISCOUNTS     

The lead managers have advised us that the international managers propose
initially to offer the shares of our common stock to the public at the initial
public offering price listed on the cover page of this prospectus and to
dealers at that price less a concession not in excess of $     per share. The
international managers may allow, and the dealers may reallow, a discount not
in excess of $     per share to other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

The following table shows the public offering price, underwriting
discount and proceeds before expenses to us. The information assumes either no
exercise or full exercise by the international managers and the U.S.
underwriters of their over-allotment options.     

PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------

Public offering price...............    $           $             $
Underwriting discount...............    $           $             $
Proceeds, before expenses, to us....    $           $             $

The expenses of this offering, not including the underwriting discount,
are estimated at $2,191,500 and are payable by us.     

OVER-ALLOTMENT OPTION     

We have granted an option to the international managers to purchase up to
331,500 additional shares of our common stock at the public offering price less
the underwriting discount. The international managers may exercise this option
for 30 days from the date of this prospectus solely to cover any over-
allotments. If the international managers exercise this option, each will be
obligated, subject to conditions contained in the purchase agreements, to
purchase a number of additional shares of our common stock proportionate to
that international manager's initial amount reflected in the above table.     

We have also granted an option to the U.S. underwriters, exercisable for
30 days from the date of this prospectus, to purchase up to 1,326,000
additional shares of our common stock to cover any over-allotments on terms
similar to those granted to the international managers.     

INTERSYNDICATE AGREEMENT     

The international managers and the U.S. underwriters have entered into an
intersyndicate agreement that provides for the coordination of their
activities. Under the intersyndicate agreement, the international managers and
the U.S. underwriters may sell shares of our common stock to each other for
purposes of resale at the initial public offering price, less an amount not
greater than the selling concession. Under the intersyndicate agreement, the
international managers and any dealer to whom they sell shares of our common
stock will not offer to sell or sell shares to U.S. or Canadian persons or to
persons they believe intend to resell to U.S. or Canadian persons, except in
the case of transactions under the intersyndicate agreement. Similarly, the
U.S. underwriters and any dealer to whom they sell shares of our common stock
will not offer to sell or sell shares of our common stock to persons who are
non-U.S. or non-Canadian persons or to persons they believe intend to resell to
persons who are non-U.S. or non-Canadian persons, except in the case of
transactions under the intersyndicate agreement.     

RESERVED SHARES     

At our request, the underwriters have reserved for sale, at the initial
offering price, up to          shares offered by this prospectus for sale to
some of our officers and employees. If these persons purchase reserved shares,
this will reduce the number of shares available for sale to the general public.
Any reserved shares that are not orally confirmed for purchase within one day
of the pricing of this offering will be offered by the underwriters to the
general public on the same terms as the other shares offered by this
prospectus.     

89

[ALTERNATE INTERNATIONAL PAGE]     

NO SALES OF SIMILAR SECURITIES     

We, our executive officers and directors, and FMC Corporation have
agreed, with exceptions, not to sell or transfer any of our common stock for
180 days after the date of this prospectus without first obtaining the written
consent of Merrill Lynch. Specifically, we and these other persons have agreed
not to directly or indirectly:     

.  offer, pledge, sell, or contract to sell any of our common stock,

.  sell any option or contract to purchase any of our common stock,     

.  purchase any option or contract to sell any of our common stock,     

.  grant any option, right or warrant for the sale of any of our common
stock, other than pursuant to our employee benefit plans or director
stock plan,     

.  lend or otherwise dispose of or transfer any of our common stock,

.  file or request or demand that we file, a registration statement
related to our common stock other than in connection with our
employee benefit plans, or     

.  enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any of our common
stock whether any such swap or transaction is to be settled by
delivery of shares or other securities, in cash or otherwise.     

This lockup provision applies to our common stock and to securities
convertible into or exchangeable or exercisable for or repayable with our
common stock. It also applies to our common stock owned now or acquired later
by the person executing the agreement or for which the person executing the
agreement later acquires the power of disposition. These restrictions do not
apply to shares of our common stock sold to the underwriters and international
managers under this prospectus.     

NEW YORK STOCK EXCHANGE LISTING     

We expect the shares to be approved for listing on the New York Stock
Exchange under the symbol "FTI." In order to meet the requirements for listing
of our common stock on the NYSE, the U.S. underwriters and the international
managers have undertaken to sell a minimum number of shares of our common stock
to a minimum number of beneficial owners as required by the NYSE.     

Before this offering, there has been no public market for our common
stock. The initial public offering price will be determined through
negotiations among us and the U.S. representatives and the lead managers. In
addition to prevailing market conditions, the factors to be considered in
determining the initial public offering price are:     

.  the valuation multiples of publicly traded companies that the U.S.
representatives and the lead managers believe to be comparable to us,

.  our financial information,     

.  the history of, and the prospects for, our company and the industry
in which we compete,     

.  an assessment of our management, our past and present operations, and
the prospects for, and timing of, our future revenues,     

.  the present state of our development, and     

.  the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to ours.

90

[ALTERNATE INTERNATIONAL PAGE]     

An active trading market for the shares may not develop. It is also
possible that after this offering the shares of our common stock will not trade
in the public market at or above the initial public offering price.     

The underwriters do not expect to sell more than 5% of the shares of our
common stock being offered in this offering in the aggregate to accounts over
which they exercise discretionary authority.     

NASD REGULATIONS     

Affiliates of each of the U.S. representatives other than Merrill Lynch
are participating as lenders to FMC Corporation under the $200 million 180-day
revolving credit facility. Affiliates of Banc of America Securities LLC and
Salomon Smith Barney Inc. are participating as lenders to FMC Corporation under
the $150 million 364-day revolving credit facility. An affiliate of Salomon
Smith Barney Inc. is acting as administrative agent for the $200 million
facility and an affiliate of Banc of America Securities LLC is acting as
administrative agent for the $150 million facility. All amounts outstanding
under these facilities will be assumed by us. The proceeds of this offering
will be used to repay all amounts outstanding under the $200 million facility
and a portion of the amount outstanding under the $150 million facility.
Because more than ten percent of the net proceeds of this offering may be paid
to members or affiliates of members of the National Association of Securities
Dealers, Inc. participating in this offering, this offering will be conducted
in accordance with NASD Conduct Rule 2710(c)(8). This rule requires that the
public offering price of an equity security be no higher than the price
recommended by a qualified independent underwriter which has participated in
the preparation of the registration statement and performed its usual standard
of due diligence with respect to that registration statement. Merrill Lynch has
agreed to act as qualified independent underwriter for this offering. The price
of the shares will be no higher than that recommended by Merrill Lynch.     

PRICE STABILIZATION AND SHORT POSITIONS AND PENALTY BIDS     

Until this offering of shares of our common stock is completed, SEC rules
may limit underwriters and selling group members from bidding for and
purchasing our common stock. However, the U.S. underwriters may engage in
transactions that stabilize the price of our common stock, such as bids or
purchases to peg, fix or maintain that price.     

The U.S. underwriters may purchase and sell our common stock in the open
market. These transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short sales involve
the sale by the U.S. underwriters of a greater number of shares than they are
required to purchase in this offering. "Covered" short sales are sales made in
an amount not greater than the underwriters' option to purchase additional
shares from the issuer in this offering. The U.S. underwriters may close out
any covered short position by either exercising their option to purchase
additional shares or purchasing shares in the open market. In determining the
source of shares to close out the covered short position, the U.S. underwriters
will consider, among other things, the price of shares available for purchase
in the open market as compared to the price at which they may purchase shares
through the over-allotment option. "Naked" short sales are any sales in excess
of such option. The U.S. underwriters must close out any naked short position
by purchasing shares in the open market. A naked short position is more likely
to be created if the U.S. underwriters are concerned that there may be downward
pressure on the price of our common stock in the open market after pricing that
could adversely affect investors who purchase in this offering. Stabilizing
transactions consist of various bids for or purchases of common stock made by
the U.S. underwriters in the open market prior to the completion of this
offering.     

The U.S. underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the other underwriters a portion of the
underwriting discount received by it because the U.S. underwriters have
repurchased shares sold by or for the account of that underwriter in
stabilizing or short covering transactions.     

91

[ALTERNATE INTERNATIONAL PAGE]     

Similar to other purchase transactions, the U.S. underwriters' purchases
to cover the syndicate short sales may have the effect of raising or
maintaining the market price of our common stock or preventing or retarding a
decline in the market price of our common stock. As a result, the price of our
common stock may be higher than the price that might otherwise exist in the
open market.     

Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither
we nor any of the underwriters makes any representation that the U.S.
underwriters or the lead managers will engage in these transactions or that
these transactions, once commenced, will not be discontinued without notice.

UK SELLING RESTRICTIONS     

Each international manager has agreed that:     

.  it has not offered or sold and will not offer or sell any shares of
our common stock to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their

businesses or otherwise in circumstances which do not constitute an
offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995;     

.  it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to our common stock in, from or otherwise involving the
United Kingdom; and     

.  it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the
issuance of common stock to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 as amended by the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1997
or is a person to whom such document may otherwise lawfully be issued
or passed on.     

NO PUBLIC OFFERING OUTSIDE THE UNITED STATES     

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of our common
stock, or the possession, circulation or distribution of this prospectus or any
other material relating to our company or shares of our common stock in any
jurisdiction where action for that purpose is required. Accordingly, the shares
of our common stock may not be offered or sold, directly or indirectly, and
neither this prospectus nor any other offering material or advertisements in
connection with the shares of our common stock may be distributed or published,
in or from any country or jurisdiction except in compliance with any applicable
rules and regulations of any such country or jurisdiction.     

Purchasers of the shares offered by this prospectus may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase in addition to this offering price on the cover page of
this prospectus.     

OTHER RELATIONSHIPS     

Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us or FMC Corporation. Some of the
underwriters and their affiliates also have engaged in commercial banking and
investment banking transactions and services with us or FMC Corporation,
including with respect to the separation, and may in the future engage in these
transactions and services. They have received customary compensation for these
services and transactions.     

92

[ALTERNATE INTERNATIONAL PAGE]     

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

Through and including , 2001 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.     

11,050,000 SHARES     

[LOGO]     

FMC TECHNOLOGIES, INC.     

COMMON STOCK     

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

P R O S P E C T U S     
--------------------

MERRILL LYNCH INTERNATIONAL [/R]

CREDIT SUISSE FIRST BOSTON     

SALOMON SMITH BARNEY     

BANC OF AMERICA SECURITIES LIMITED [/R]

, 2001     

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated costs and expenses, other
than underwriting discounts and commissions, payable in connection with the
sale of common stock being registered, all of which will be paid by the
Registrant:

AMOUNT
----------

Securities and Exchange registration fee...................... $   87,500
NASD filing fee...............................................     30,500
New York Stock Exchange listing fee...........................    173,500
Printing expenses.............................................    500,000
Legal fees and expenses.......................................  1,000,000
Accounting fees and expenses..................................    250,000
Transfer agent and registrar fees and expenses................    120,000
Miscellaneous.................................................     30,000
----------
Total....................................................... $2,191,500
==========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware
provides as follows:

A corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
the person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

A corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

As permitted by the General Corporation Law of the State of Delaware, the
Registrant has included in its Certificate of Incorporation a provision to
eliminate the personal liability of its directors for monetary

II-1

damages for breach of their fiduciary duties as directors, subject to certain
exceptions. In addition, the Registrant's Certificate of Incorporation and
Bylaws provide that the Registrant is required to indemnify its officers and
directors under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and the Registrant is
required to advance expenses to its officers and directors as incurred in
connection with proceedings against them for which they may be indemnified.

The U.S. Purchase Agreement and the International Purchase Agreement are
expected to provide that the Underwriters are obligated, under certain
circumstances, to indemnify directors, officers and controlling persons of the
Registrant against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. Reference is made to the form of U.S.
Purchase Agreement and the form of International Purchase Agreement to be filed
as Exhibits 1.1 and 1.2 hereto, respectively.

The Separation and Distribution Agreement by and among the Registrant and
FMC Corporation is expected to provide for indemnification by the Registrant of
FMC Corporation and its directors, officers and employees for certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

The Registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Registrant has not sold any securities, registered or otherwise, within
the past three years, except for the shares issued upon formation to
Registrant's sole stockholder, FMC Corporation.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

EXHIBIT
NUMBER                            EXHIBIT TITLE
-------                           -------------

1.1    --Form of U.S. Purchase Agreement.**

1.2    --Form of International Purchase Agreement.**

1.3    --Form of Lock-Up Agreement.**

2.1    --Form of Separation and Distribution Agreement.**

3.1    --Registrant's Amended and Restated Certificate of Incorporation.

3.2    --Registrant's Amended and Restated Bylaws.

4.1    --Form of Specimen Certificate for Registrant's Common Stock.**

4.2    --Form of Preferred Share Purchase Rights Agreement between the
Registrant and        , as Rights Agent.

4.3    --$250,000,000 Five-Year Credit Agreement.**

4.4    --$150,000,000 364-Day Revolving Credit Facility.**

5.1    --Opinion of Wachtell, Lipton, Rosen & Katz.**

10.1    --Form of Tax Sharing Agreement.**

10.2    --Form of Employee Benefits Agreement.**

10.3    --Form of Transition Services Agreement.**

10.4    --Registrant's Incentive Compensation and Stock Plan.

10.5    --Form of Executive Severance Agreement.**

II-2

EXHIBIT
NUMBER                              EXHIBIT TITLE
-------                             -------------

21.1    --Subsidiaries of the Registrant.
23.1    --Consent of KPMG LLP.
23.2    --Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).**
24.1    --Powers of Attorney.*
24.2    --Power of Attorney of Ronald D. Mambu.
99.1    --Consent of Mike R. Bowlin to be Named a Director Nominee.
99.2    --Consent of B. A. Bridgewater to be Named a Director Nominee.
99.3    --Consent of Asbjorn Larsen to be Named a Director Nominee.
99.4    --Consent of Edward J. Mooney to be Named a Director Nominee.
99.5    --Consent of William J. Reilly to be Named a Director Nominee.
99.6    --Consent of James M. Ringler to be Named a Director Nominee.
99.7    --Consent of James R. Thompson to be Named a Director Nominee.

--------

*  Previously filed.     

** To be filed by amendment.     

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set
forth therein is not applicable or is shown in the combined financial
statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.

(2) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

(3) To provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Chicago,
state of Illinois, on April 3, 2001.     

FMC TECHNOLOGIES, INC.

/s/ Ronald D. Mambu     
By: _________________________________

Name: Ronald D. Mambu     

Title: Vice President and
Controller     

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                           TITLE                    DATE
---------                           -----                    ----

*                  Chief Executive Officer,        April 3, 2001
____________________________________  President and Director
Joseph H. Netherland          (Principal Executive
Officer)

*                  Chairman and Director           April 3, 2001
____________________________________
Robert N. Burt

*                  Senior Vice President, Chief    April 3, 2001
____________________________________  Financial Officer and
William H. Schumann III         Director (Principal
Financial Officer)

/s/ Ronald D. Mambu          Vice President and              April 3, 2001
____________________________________  Controller (Principal
Ronald D. Mambu             Accounting Officer)

/s/ Steven H. Shapiro       

*By: _____________________     

Steven H. Shapiro     

Attorney-in-Fact     

II-4

EXHIBIT INDEX

EXHIBIT
NUMBER                              EXHIBIT TITLE
-------                             -------------

1.1    --Form of U.S. Purchase Agreement.**

1.2    --Form of International Purchase Agreement.**

1.3    --Form of Lock-Up Agreement.**

2.1    --Form of Separation and Distribution Agreement.**

3.1    --Registrant's Amended and Restated Certificate of Incorporation.

3.2    --Registrant's Amended and Restated Bylaws.

4.1    --Form of Specimen Certificate for Registrant's Common Stock.**

4.2    --Form of Preferred Share Purchase Rights Agreement between the
Registrant and      , as Rights Agent.

4.3    --$250,000,000 Five-Year Credit Agreement.**

4.4    --$150,000,000 364-Day Revolving Credit Facility.**

5.1    --Opinion of Wachtell, Lipton, Rosen & Katz.**

10.1    --Form of Tax Sharing Agreement.**

10.2    --Form of Employee Benefits Agreement.**

10.3    --Form of Transition Services Agreement.**

10.4    --Registrant's Incentive Compensation and Stock Plan.

10.5    --Form of Executive Severance Agreement.**

21.1    --Subsidiaries of the Registrant.

23.1    --Consent of KPMG LLP.

23.2    --Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).**

24.1    --Powers of Attorney.*

24.2    --Power of Attorney of Ronald D. Mambu.

99.1    --Consent of Mike R. Bowlin to be Named a Director Nominee.

99.2    --Consent of B. A. Bridgewater to be Named a Director Nominee.

99.3    --Consent of Asbjorn Larsen to be Named a Director Nominee.

99.4    --Consent of Edward J. Mooney to be Named a Director Nominee.

99.5    --Consent of William J. Reilly to be Named a Director Nominee.

99.6    --Consent of James M. Ringler to be Named a Director Nominee.

99.7    --Consent of James R. Thompson to be Named a Director Nominee.

--------

*  Previously filed.     

** To be filed by amendment.     

Exhibit 3.1

FORM OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

FMC TECHNOLOGIES, INC.

FMC TECHNOLOGIES, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY AS
FOLLOWS:

1.  The name of the Corporation is "FMC Technologies, Inc."  The
Corporation was originally incorporated under the name "FMC Technologies, Inc.",
and the original Certificate of Incorporation was filed with the Secretary of
State of the State of Delaware on November 13, 2000.

2.  This Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") was duly adopted in accordance with Section 245
of the General Corporation Law of the State of Delaware.  Pursuant to Sections
242 and 228 of the General Corporation Law of the State of Delaware, the
amendments and restatement herein set forth have been duly adopted by the Board
of Directors and the sole stockholder of the Corporation.

3.  Pursuant to Section 245 of the General Corporation Law of the
State of Delaware, this Certificate of Incorporation restates and integrates and
amends the provisions of the Certificate of Incorporation of this Corporation.

4.  The text of the Certificate of Incorporation is hereby restated
and amended to read in its entirety as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the
"Corporation") is:

FMC Technologies, Inc.

ARTICLE II

The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle.  The name of the Corporation's registered
agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or
activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1. The Corporation shall be authorized to issue 207,000,000
shares of capital stock, of which 195,000,000 shares shall be shares of Common
Stock, $0.01 par value ("Common Stock"), and 12,000,000 shares shall be shares
of Preferred Stock, $0.01 par value ("Preferred Stock").

Section 2.   Shares of Preferred Stock may be issued from time to time
in one or more series.  The Board of Directors of the Corporation (the "Board of
Directors") is hereby authorized by resolution or resolutions to fix the voting
powers, if any, designations, powers, preferences and the relative,
participation, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, of any unissued series of Preferred Stock;
and to fix the number of shares constituting such series, and to increase or
decrease the number of shares of any such series (but not below the number of
shares thereof then outstanding).

Section 3.   Except as otherwise provided by law or by the resolution 
or resolutions adopted by the Board of Directors designating the rights, power
and preferences of any Preferred Stock, the Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes. Each share of Common Stock shall have one vote, and the Common Stock
shall vote together as a single class.

ARTICLE V

Section 1.   In anticipation of the possibility (i) that the 
Corporation will not be a wholly-owned subsidiary of FMC Corporation and that
FMC Corporation may be a majority or significant stockholder of the Corporation,
(ii) that the officers and/or directors of the Corporation may also serve as
officers and/or directors of FMC Corporation, (iii) that the Corporation and FMC
Corporation may engage in the same or similar activities or lines of

-2-

business and have an interest in the same areas of corporate opportunities, and
(iv) in recognition of the benefits to be derived by the Corporation through its
continued contractual, corporate and business relations with FMC Corporation
(including possible service of officers and directors of FMC Corporation as
officers and directors of the Corporation), the provisions of this Article V are
set forth to regulate and shall, to the fullest extent permitted by law, define
the conduct of certain affairs of the Corporation as they may involve FMC
Corporation and its officers and directors, and the powers, rights, duties and
liabilities of the Corporation and its officers, directors and stockholders in
connection therewith.

Section 2.   Except as may be otherwise provided in a written 
agreement between the Corporation and FMC Corporation, FMC Corporation shall
have no duty to refrain from engaging in the same or similar activities or lines
of business as the Corporation, and, to the fullest extent permitted by law,
neither FMC Corporation nor any officer or director thereof (except as provided
in Section 3 of this Article V) shall be liable to the Corporation or its
stockholders for breach of any fiduciary duty by reason of any such activities
of FMC Corporation. In the event that FMC Corporation acquires knowledge of a
potential transaction or matter which may be a corporate opportunity for both
FMC Corporation and the Corporation, FMC Corporation shall, to the fullest
extent permitted by law, have no duty to communicate or offer such corporate
opportunity to the Corporation and shall, to the fullest extent permitted by
law, not be liable to the Corporation or its stockholders for breach of any
fiduciary duty as a stockholder of the Corporation by reason of the fact that
FMC Corporation pursues or acquires such corporate opportunity for itself,
directs such corporate opportunity to another person, or does not communicate
information regarding such corporate opportunity to the Corporation.

Section 3.   In the event that a director or officer of the 
Corporation who is also a director or officer of FMC Corporation acquires
knowledge of a potential transaction or matter which may be a corporate
opportunity for both the Corporation and FMC Corporation, such director or
officer of the Corporation shall, to the fullest extent permitted by law, have
fully satisfied and fulfilled the fiduciary duty of such director or officer to
the Corporation and its stockholders with respect to such corporate opportunity,
if such director or officer acts in a manner consistent with the following
policy:

-3-

(a)  a corporate opportunity offered to any person who is an officer of the
Corporation, and who is also a director but not an officer of FMC
Corporation, shall belong to the Corporation;

(b)  a corporate opportunity offered to any person who is a director but 
not an officer of the Corporation, and who is also a director or
officer of FMC Corporation shall belong to the Corporation if such
opportunity is expressly offered to such person in his or her capacity
as a director of the Corporation, and otherwise shall belong to FMC
Corporation; and

(c)  a corporate opportunity offered to any person who is an officer of 
both the Corporation and FMC Corporation shall belong to the
Corporation if such opportunity is expressly offered to such person in
his or her capacity as an officer of the Corporation, and otherwise
shall belong to FMC Corporation.

Section 4.   Any person purchasing or otherwise acquiring any interest
in shares of the capital stock of the Corporation shall be deemed to have notice
of and to have consented to the provisions of this Article V.

Section 5.   For purposes of this Article V only:

(a)  A director of the Corporation who is Chairman of the Board of 
Directors or of a committee thereof shall not be deemed to be an officer of the
Corporation by reason of holding such position (without regard to whether
such position is deemed an office of the Corporation under the Amended and
Restated By-Laws ("By-Laws") of the Corporation), unless such person is an
employee of the Corporation; and

(b)  The term "Corporation" shall mean the Corporation and all 
corporations, partnerships, joint ventures, associations and other entities in
which the Corporation beneficially owns (directly or indirectly) 50 percent or
more of the outstanding voting stock, voting power, partnership interests or
similar voting interests. The term "FMC Corporation" shall mean FMC Corporation,
a Delaware corporation, and any successor thereof, and all corporations,
partnerships, joint ventures, associations and other entities (other than the
Corporation, as defined in accordance with this paragraph) in which FMC
Corporation beneficially owns

-4-

(directly or indirectly) 50 percent or more of the outstanding voting stock,
voting power, partnership interests or similar voting interests.

Section 6.   Anything in this Certificate of Incorporation to the 
contrary notwithstanding, the foregoing provisions of this Article V shall
terminate, expire and have no further force and effect on the date that (i) FMC
Corporation ceases to beneficially own Common Stock representing at least 20
percent of the total voting power of all classes of outstanding capital stock of
the Corporation entitled to vote generally in the election of directors and (ii)
no person who is a director or officer of the Corporation is also a director or
officer of FMC Corporation. Neither the alteration, amendment, termination,
expiration or repeal of this Article V nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article V shall eliminate or
reduce the effect of this Article V in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article V, would accrue or
arise, prior to such alteration, amendment, termination, expiration, repeal or
adoption.

ARTICLE VI

Section 1.   Except as otherwise provided by the resolution or 
resolutions adopted by the Board of Directors designating the rights, powers and
preferences of any Preferred Stock, the number of directors of the Corporation
shall be fixed, and may be increased or decreased from time to time, exclusively
by resolution of the Board of Directors.

Section 2.   Unless and except to the extent that the By-Laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

Section 3.   The directors, other than those who may be elected by the
holders of any class or series of Preferred Stock as set forth in this
Certificate of Incorporation, shall be divided into three classes, as nearly
equal in number as possible and designated Class I, Class II and Class III.
Class I shall be initially elected for a term expiring at the annual meeting of
stockholders to be held in 2002, Class II shall be initially elected for a term
expiring at the annual meeting of stockholders to be held in 2003, and Class III
shall be initially elected for a term expiring at the annual meeting of
stockholders to be held in 2004. Members of each class

-5-

shall hold office until their successors are elected and qualified. At each
succeeding annual meeting of the stockholders of the Corporation, the successors
of the class of directors whose term expires at that meeting shall be elected
for a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. In case of any increase or decrease, from
time to time, in the number of directors, other than those who may be elected by
the holders of any class or series of Preferred Stock as set forth in this
Certificate of Incorporation, the number of directors in each class shall be
apportioned as nearly equal as possible.

Section 4.   Except as otherwise provided by the resolution or 
resolutions adopted by the Board of Directors designating the rights, powers and
preferences of any Preferred Stock, any director or the entire Board of
Directors may be removed from office at any time with or without cause, but only
by the affirmative vote of the holders of at least 80 percent of the total
voting power of all classes of outstanding capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.

Section 5.   Except as otherwise provided by the resolution or 
resolutions adopted by the Board of Directors designating the rights, powers and
preferences of any Preferred Stock, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled solely by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the Board of Directors, or by the sole remaining director. Any
director so chosen shall hold office until his or her successor shall be elected
and qualified and, if the Board of Directors at such time is classified, until
the next election of the class for which such director shall have been chosen.
No decrease in the number of directors shall shorten the term of any incumbent
director.

ARTICLE VII

In furtherance and not in limitation of the powers conferred by law,
the Board of Directors is expressly authorized and empowered to adopt, amend and
repeal the By-Laws of the Corporation at any regular or special meeting of the
Board of Directors or by written consent, 

-6-

subject to the power of the stockholders of the Corporation to adopt, amend or
repeal any By-Laws. Notwithstanding any other provision of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any series
of Preferred Stock required by law, by this Certificate of Incorporation or by
the resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of such Preferred Stock, the affirmative vote of
the holders of at least 80 percent of the total voting power of all classes of
outstanding capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required for
stockholders to adopt, amend or repeal any provision of the By-Laws.

ARTICLE VIII

The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law. All rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.  Notwithstanding any other provision of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any series
of Preferred Stock required by law, by this Certificate of Incorporation or by
the resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of such Preferred Stock, the affirmative vote of
not less than 80% of the total voting power of all classes of outstanding
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend, alter,
change or repeal, or adopt any provision inconsistent with, Article V, Article
VI, Article VII, Article X and this sentence of this Certificate of
Incorporation.

-7-

ARTICLE IX

Section 1.   Elimination of Certain Liability of Directors.  A 
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

Section 2.   Indemnification and Insurance.

(a)  Right to Indemnification.  Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, to
the fullest extent permitted by law, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
amounts paid or to be paid in settlement, and excise taxes or penalties arising
under the Employee Retirement Income Security Act of 1974) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that,

-8-

except as provided in paragraph (b) hereof, the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the General Corporation Law
of the State of Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of the Board, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

(b)  Right of Claimant to Bring Suit.  If a claim under paragraph (a) 
of this Section is not paid in full by the Corporation within thirty days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the

-9-

claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

(c)  Non-Exclusivity of Rights.  The right to indemnification and the 
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.

(d)  Insurance.  The Corporation may maintain insurance, at its 
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE X

Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding capital stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares of capital stock entitled to
vote thereon were present and voted; provided, however, that at such time as FMC
Corporation and its affiliates cease to beneficially own 50 percent or more of
the total voting power of all classes of outstanding capital stock of the
Corporation entitled to vote generally in the election of directors, any action
required or permitted to be taken by stockholders may be effected only at a duly
called annual or special meeting of stockholders and may not be effected by a
written consent or consents by stockholders in lieu of such a meeting.

Except as otherwise required by law or provided by the resolution or
resolutions adopted by the Board of Directors designating the rights, powers and
preferences of any Preferred Stock, special meetings of stockholders of the
Corporation may be called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of 

-10-

Directors and any power of stockholders to call a special meeting is
specifically denied. No business other than that stated in the notice of the
special meeting shall be transacted at any special meeting.

ARTICLE XI

The Corporation elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware until the first date on which
FMC Corporation and its affiliates cease to beneficially own 15 percent or more
of the total voting power of all classes of outstanding capital stock of the
Corporation entitled to vote generally in the election of directors, at which
time Section 203 of the General Corporation Law of the State of Delaware shall
apply to the Corporation.

-11-

IN WITNESS WHEREOF, FMC Technologies, Inc. has caused this Amended and
Restated Certificate of Incorporation to be executed by ______________, its
______________ this ______ day of ___________, 2001.

__________________________________ 
Name:
Title:

Exhibit 3.2

FORM OF AMENDED AND RESTATED

BY-LAWS

OF

FMC TECHNOLOGIES, INC.

Incorporated under the Laws of the State of Delaware

=============================================================

ARTICLE I

OFFICES

SECTION 1.1.  Principal Delaware Office.  The principal office of the
Corporation in the State of Delaware shall be in the City of Wilmington, County
of New Castle, and the name and address of the Registered Agent in charge
thereof shall be The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle, State of
Delaware.

SECTION 1.2.  Other Offices.  The Corporation may also have offices in
such other places, both within and without the State of Delaware, as the Board
of Directors from time to time may designate or the business of the Corporation
may require.

ARTICLE II

CORPORATE SEAL

The corporate seal shall be circular in form, with the words "FMC
Technologies, Inc." around the circumference thereof and with the words and
figures "Corporate Seal, Delaware, 2000" in the center thereof (or substantially
in such form).

ARTICLE III

STOCKHOLDERS

SECTION 3.1.  Meetings of Stockholders.

(A)  Annual Meetings.  The annual meeting of the stockholders of the 
Corporation shall be held on such date and at such time as may be fixed by
resolution of the Board of Directors. At the annual meeting stockholders shall
elect Directors and transact such other business as properly may be brought
before the meeting.

(B)  Special Meetings.  Subject to the rights of the holders of any 
series of stock having a preference over the Common Stock of the Corporation as
to dividends or upon liquidation ("Preferred Stock") with respect to such series
of Preferred Stock, special meetings of the stockholders may be called only by
the Board of Directors pursuant to a resolution approved by a majority of the
total number of directors which the Corporation would have if there were no
vacancies (the "Whole Board").

(C)  Place of Meetings.  Unless otherwise directed by the Board of 
Directors, all meetings of the stockholders shall be held at the principal
office of the Corporation.

(D)  Notice of Meeting.  Written or printed notice, stating the place,
day and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be delivered by the Corporation not less than ten (10) days nor
more than sixty (60) days before the date of the meeting, either personally or
by mail, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail with postage thereon prepaid, addressed to the stockholder at his or
her address as it appears on the stock transfer books of the Corporation. Such
further notice shall be given as may be required by law. Meetings may be held
without notice if all stockholders entitled to vote are present, or if notice is
waived by those not present in accordance with Article IX of these By-Laws. Any
previously scheduled meeting of the stockholders may be postponed, and any
special meeting of the stockholders may be cancelled, by resolution of the Board
of Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors.

SECTION 3.2.  Quorum of Stockholders; Adjournment; Required Vote.

(A)  Quorum of Stockholders; Adjournment. Except as otherwise provided
by law, by the Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") or by these By-Laws, the holders of a majority
of the outstanding shares of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), present in person or represented by
proxy, shall constitute a quorum at a meeting of the stockholders, except that
when specified business is to be voted on by a class or series of stock voting
as a class, the holders of a majority of the shares of such class or series
shall constitute a quorum of such class or series for the transaction of such
business.  The presiding officer of the meeting or a majority of the shares so
represented may adjourn the meeting from time to time, whether or not there is
such a quorum.  No notice of the time and place of adjourned meetings need be
given except as required by law.  The stockholders present at a duly called
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

(B)  Required Vote.  When a quorum is present, the affirmative vote of
a majority of the shares present in person or represented by proxy at the
meeting and entitled to vote on the matter shall be the act of the stockholders,
unless the matter to be acted upon is one upon which by express provision of
law, Certificate of Incorporation or these By-Laws a larger 

-2-

or different vote is required, in which case such express provision shall govern
and control the decision of such matter.

SECTION 3.3.  Voting by Stockholders.  Each stockholder of record 
entitled to vote at any meeting may do so in person or by proxy appointed by
instrument in writing (or in such manner prescribed by the General Corporation
Law of the State of Delaware), subscribed by such stockholder or his duly
authorized attorney in fact, and filed with the Secretary.

SECTION 3.4.  Notice of Stockholder Business and Nominations.

(A)  Annual Meetings of Stockholders. (1) Nominations of persons for 
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-Law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law.

(2)  For nominations or other business to be properly brought 
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
90th day nor earlier than the close of business on the 120th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.

-3-

(3)  Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement by the Corporation naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
100 days prior to the first anniversary of the preceding year's annual meeting,
a stockholder's notice required by this By-Law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

(B)  Special Meetings of Stockholders.  Only such business shall be 
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

(C)  General. (1) Only such persons who are nominated in accordance 
with the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this By-Law. Except as otherwise provided by law, the Certificate
of Incorporation or these By-Laws, the Chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.

(2)  For purposes of this By-Law, "public announcement" shall 
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

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(3)  Notwithstanding the foregoing provisions of this By-Law, a 
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

SECTION 3.5.  Procedure for Election of Directors.  Election of 
directors at all meetings of the stockholders at which directors are to be
elected shall be by ballot.

SECTION 3.6.  Inspectors of Elections; Opening and Closing the Polls. 
The Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the presiding
officer of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by law. The presiding officer of the meeting
shall fix and announce at the meeting the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting.

SECTION 3.7.  Stockholder Action by Written Consent.

(A)  Until such time as FMC Corporation and its affiliates cease to
beneficially own 50 percent or more of the total voting power of all classes of
outstanding capital stock of the Corporation entitled to vote generally in the
election of directors (the "FMC Corporation Required Percentage"), any action
required or permitted to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding capital stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares of capital stock entitled to vote
thereon were present and voted.

(B)  At such time as FMC Corporation and its affiliates cease to
beneficially own the FMC Corporation Required Percentage, any action required or
permitted to be taken by stockholders may be effected only at a duly called
annual or special meeting of stockholders and may not be effected by a written
consent or consents by stockholders in lieu of such a meeting.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 4.1.  Number, Tenure and Qualifications.  Subject to the 
rights of the holders of any series of Preferred Stock to elect directors under
specified circumstances, the

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number of directors of the Corporation shall be fixed, and may be increased or
decreased from time to time, exclusively by resolution approved by the
affirmative vote of a majority of the Whole Board. The directors, other than
those who may be elected by the holders of any outstanding series of Preferred
Stock as set forth in the Certificate of Incorporation, shall be divided into
three classes, as nearly equal in number as possible and designated Class I,
Class II and Class III. Class I shall be initially elected for a term expiring
at the annual meeting of stockholders to be held in 2002, Class II shall be
initially elected for a term expiring at the annual meeting of stockholders to
be held in 2003, and Class III shall be initially elected for a term expiring at
the annual meeting of stockholders to be held in 2004. Members of each class
shall hold office until their successors are elected and qualified. At each
succeeding annual meeting of the stockholders of the Corporation, the successors
of the class of directors whose term expires at that meeting shall be elected
for a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. In case of any increase or decrease, from
time to time, in the number of directors, other than those who may be elected by
the holders of any outstanding series of Preferred Stock as set forth in the
Certificate of Incorporation, the number of directors in each class shall be
apportioned as nearly equal as possible.

SECTION 4.2.  Removal of Directors. Subject to the rights of the 
holders of any series of Preferred Stock with respect to such series of
Preferred Stock, any director or the entire Board of Directors may be removed
from office at any time with or without cause, but only by the affirmative vote
of the holders of at least 80 percent of the total voting power of all
outstanding shares of Voting Stock, voting together as a single class.

SECTION 4.3.  Vacancies on Board.  Subject to applicable law and the
rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled solely by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the Board of Directors, or by the sole remaining director.  Any
director so chosen shall hold office until his or her successor shall be elected
and qualified and, if the Board of Directors at such time is classified, until
the next election of the class for which such director shall have been chosen.
No decrease in the number of directors shall shorten the term of any incumbent
director.

SECTION 4.4.  Powers.

(A)  General Powers. The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors.  In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

(B)  Appointment of Committees. The Board of Directors may designate 
two or more of their number to constitute an Executive Committee, which
Committee shall have and may exercise, when the Board of Directors is not in
session, all of the powers of the Board of

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Directors in the management of the business and affairs of the Corporation,
including the power to appoint Assistant Secretaries and Assistant Treasurers,
and to authorize the seal of the Corporation to be affixed to all papers which
may require it. The Executive Committee may make rules for the calling, holding
and conduct of its meetings and the keeping of records thereof.

The Board of Directors may also appoint other committees from their
own number, the number (not less than two) composing such committees, and the
powers conferred upon them, to be determined by such resolution or resolutions.

In the absence or disqualification of any member of the Executive
Committee or any other committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

Meetings of any Committee designated by the Board of Directors may be
called by the Board of Directors or by the Chairman of the Committee at any time
or place upon at least twenty-four (24) hours notice.  One third of the members
of a Committee, but not less than two members, shall constitute a quorum of a
Committee for the transaction of business.

(C)  Dividends.  The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law and the Certificate of
Incorporation.

SECTION 4.5.  Meetings of Directors.

(A)  Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such place within or without the State of Delaware, and at such
times, as the Board of Directors by vote may determine from time to time, and if
so determined no notice thereof need be given.  After each election of
directors, the newly constituted Board of Directors shall meet without notice
for the purpose of electing officers and transacting such other business as
lawfully may come before it.

(B)  Special Meetings.  Special meetings of the Board of Directors may
be held at any time or place, within or without the State of Delaware, whenever
called by the Chairman of the Board, the President, the Chief Financial Officer,
the Secretary or a majority of the whole Board of Directors.

(C)  Notice of Meetings.  Notice of any special meeting of directors
shall be given to each director at his or her business or residence in writing
by hand delivery, first-class or overnight mail or courier service, telegram or
facsimile transmission, or orally by telephone.  If mailed by first-class mail,
such notice shall be deemed adequately delivered when deposited in the United
States mails so addressed, with postage thereon prepaid, at least five (5) days
before such meeting.  If by telegram, overnight mail or courier service, such
notice shall be deemed adequately delivered when the telegram is delivered to
the telegraph company or the notice is delivered to the overnight mail or
courier service company at least twenty-four (24) hours before such meeting.  If
by facsimile transmission, such notice shall be deemed adequately delivered 

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when the notice is transmitted at least twelve (12) hours before such meeting.
If by telephone or by hand delivery, the notice shall be given at least twelve
(12) hours prior to the time set for the meeting. Such notice need not state the
purposes of such meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting, except for amendments to these By-Laws,
as provided under Article X. A meeting may be held at any time without notice if
all the directors are present or if those not present waive notice of the
meeting in accordance with Article IX of these By-Laws.

(D)  Telephonic Meetings.  Members of the Board of Directors, or any
committee thereof, may participate in a meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.

(E)  Action by Consent of Board of Directors.  Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.

SECTION 4.6.  Quorum of Directors. Subject to Section 4.3, a whole 
number of directors equal to a majority of the Whole Board shall constitute a
quorum of the Board of Directors for the transaction of business, but a majority
of directors present may adjourn the meeting from time to time until a quorum is
present.

When a quorum is present at any meeting of directors, a majority of
the members present thereat shall decide any question brought before such
meeting, except as otherwise provided by law, the certificate of incorporation
or these By-Laws.

ARTICLE V

BOOKS AND RECORDS

Unless otherwise required by the laws of Delaware, the books and
records of the Corporation may be kept at the principal office of the
Corporation, or at any other place or places inside or outside the State of
Delaware, as the Board of Directors from time to time may designate.

ARTICLE VI

OFFICERS

SECTION 6.1.  Number and Titles.  The officers of the Corporation 
shall be a Chairman of the Board, a Chief Executive Officer, a President, one or
more Vice Presidents, a Secretary, a Treasurer, and a Controller, all of whom
shall be elected by the Board of Directors. The Board of Directors or the Chief
Executive Officer may appoint such other officers, including

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one or more Vice Chairmen, Assistant Secretaries, Assistant Treasurers and
Assistant Controllers as either of them shall deem necessary, who shall have
such authority and perform such duties as may be prescribed in such appointment.

Any two or more offices, other than the offices of President and
Secretary, may be held by the same person.

SECTION 6.2.  Tenure of Office.  Officers of the Corporation shall 
hold their respective offices at the pleasure of the Board of Directors and, in
the case of officers who were appointed by the Executive Committee or by the
Chief Executive Officer, also at the pleasure of such appointing authority.

SECTION 6.3.  Duties of Officers.

(A)  Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the Board of Directors, of the Executive Committee and of the
stockholders of the Corporation.  He shall perform such other duties as may from
time-to-time be assigned to him by the Board of Directors.

(B)  Chief Executive Officer.  The Chief Executive Officer of the 
Corporation shall be in general charge and super-vision of the affairs of the
Corporation.

(C)  Vice Chairman.   The Vice Chairman shall perform such duties as 
from time-to-time may be assigned to him by the Chairman of the Board or the
Chief Executive Officer of the Corporation.

(D)  President.  The President shall perform such duties as from time-
to-time may be assigned to him by the Board of Directors or the Chief Executive
Officer of the Corporation.

(E)  Vice Presidents.  Each Vice President shall have such powers and
shall perform such duties as may be assigned to him by the senior officers of
the Corporation or by the Board of Directors. The Board of Directors may
designate one or more vice Presidents as Executive Vice Presidents or Senior
Vice Presidents, or make such other designations of vice Presidents as it may
deem appropriate.

(F)  Secretary.  The Secretary shall attend and record all proceedings
of the meetings of the Board of Directors, the stockholders, and the Executive
Committee; shall be custodian of the corporate seal and affix such seal to all
documents requiring the same; shall cause to be maintained a stock transfer
book, and a stock ledger, and such other books as the Board of Directors may
direct; shall serve all notices required by law, or by these By-Laws, or by
resolution of the Board of Directors; and shall perform such other duties as
pertain to the office of Secretary, subject to the control of the Board of
Directors.

(G)  Assistant Secretaries.  The Assistant Secretaries shall assist 
the Secretary in the performance of his duties, and shall perform such other
duties as the Board of Directors or the Chief Executive Officer from time to
time may prescribe. If at any time the Secretary shall be unable to act, an
Assistant Secretary may perform his duties.

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(H)  Treasurer.  The Treasurer shall perform all duties commonly 
incident to that office (including, but without limitation, the care and custody
of the funds and securities of the Corporation which from time to time may come
into his hands and the deposit of the funds of the Corporation in such banks or
trust companies as the Board of Directors may authorize or direct) and, in
addition, such other duties as the Board of Directors from time to time may
prescribe.

(I)  Assistant Treasurers.  Assistant Treasurers shall assist the 
Treasurer in the performance of his duties, and shall discharge such other
duties as the Board of Directors or the Chief Executive Officer from time to
time may prescribe.

(J)  Controller.  The Controller shall be the principal accounting 
officer of the Corporation, and shall maintain adequate records of all assets,
liabilities and transactions of the Corporation; and shall cause adequate audits
of the Corporation's accounting records to be currently and regularly made; and
shall perform such other duties as the Board of Directors from time to time may
prescribe.

(K)  Assistant Controllers.  Assistant Controllers shall assist the 
Controller in performance of his duties, and shall discharge such other duties
as the Board of Directors or the Chief Executive Officer from time to time may
prescribe.

ARTICLE VII

STOCK CERTIFICATES

SECTION 7.1.  Stock Certificates.  Every holder of stock shall be 
entitled to have a certificate or certificates duly numbered, certifying the
number and class of shares in the Corporation owned by him, in such form as may
be prescribed by the Board of Directors. Each such certificate shall be signed
in the name of the Corporation by the Chairman of the Board, the President or a
Vice President, and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. If any such certificate is countersigned (1) by a
transfer agent other than the Corporation or its employee, or (2) by a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
All certificates shall be countersigned and registered in such manner as the
Board of Directors may from time to time prescribe and there shall be impressed
thereon the seal of the Corporation or imprinted thereon a facsimile of such
seal. Any transfer agent may countersign by facsimile signature.

No registrar of any stock of the Corporation appointed pursuant to
this Section 7.1 shall be the Corporation or its employee.

SECTION 7.2.  Lost Certificates.  In the case of the loss, mutilation
or destruction of a stock certificate, a duplicate certificate may be issued
upon such terms and conditions as the Board of Directors from time to time may
prescribe.

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SECTION 7.3.  Transfers of Stock.  Transfer of shares of stock of the
Corporation shall be made on the books of the Corporation only by the person
named in the certificate evidencing such stock or by any attorney lawfully
constituted in writing, and upon surrender and cancellation of such certificate,
with duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of authenticity of the signatures and authority of
the signatories as the Corporation or its agents may reasonably require, except
that a new certificate may be issued in the name of an appropriate state officer
or office, without the surrender of the former certificate for shares presumed
abandoned under the provisions of applicable state escheat or abandoned property
laws.  The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof, and accordingly is not
bound to recognize any equitable or other claim or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly otherwise provided by the laws of the
state of Delaware.

ARTICLE VIII

DEPOSITARIES AND CHECKS

Depositaries of the funds of the Corporation shall be designated by
the Board of Directors; and all checks on such funds shall be signed by such
officers or other employees of the Corporation as the Board of Directors from
time to time may designate.

ARTICLE IX

WAIVER OF NOTICE

Any notice required to be given by law, by the certificate of
incorporation, or by these By-Laws, may be waived by the person entitled
thereto, either before or after the time stated in such notice.  Neither the
business to be transacted at, nor the purpose of, any annual or special meeting
of the stockholders or the Board of Directors or committee thereof need be
specified in any waiver of notice of such meeting.

ARTICLE X

AMENDMENT

These By-Laws may be altered, amended, or repealed at any meeting of
the Board of Directors or of the stockholders, provided notice of the proposed
change was given in the notice of the meeting and, in the case of a meeting of
the Board of Directors, in a notice given not less than two days prior to the
meeting; provided, however, that, in the case of amendments by the Board of
Directors, notwithstanding any other provisions of these By-Laws or any
provision of law which might otherwise permit a lesser vote or no vote, the
affirmative vote of a majority of the Whole Board shall be required to alter,
amend or repeal any provision of these By-Laws; provided, further, the case of
amendments by stockholders, notwithstanding any other provisions of these By-
Laws or any provision of law which might otherwise permit a lesser vote or no
vote, but in addition to any affirmative vote of the holders of any particular
class or series of the capital stock of the Corporation required by law, the
Certificate of Incorporation or these 

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By-Laws, the affirmative vote of the holders of at least 80 percent of the
voting power of all the then outstanding shares of the Voting Stock, voting
together as a single class, shall be required to alter, amend or repeal any
provision of these By-Laws.

ARTICLE XI

INDEMNIFICATION AND INSURANCE

SECTION 11.1.  Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit, claim or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans maintained or sponsored by the Corporation, whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
Section 11.3 of this Article XI, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this Article XI shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that if the General Corporation Law of the State of Delaware
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article XI or
otherwise.

SECTION 11.2.  To obtain indemnification under this Article XI, a 
claimant shall submit to the Corporation a written request, including therein or
therewith such documentation and information as is reasonably available to the
claimant and is reasonably necessary to determine whether and to what extent the
claimant is entitled to indemnification. Upon written

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request by a claimant for indemnification pursuant to the first sentence of this
Section 11.2, a determination, if required by applicable law, with respect to
the claimant's entitlement thereto shall be made as follows: (1) if requested by
the claimant, by Independent Counsel (as hereinafter defined), or (2) if no
request is made by the claimant for a determination by Independent Counsel, (i)
by the Board of Directors by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to the claimant, or (iii) if a quorum of Disinterested
Directors so directs, by the stockholders of the Corporation. In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel at the request of the claimant, the Independent Counsel shall be
selected by the Board of Directors unless there shall have occurred within two
years prior to the date of the commencement of the action, suit or proceeding
for which indemnification is claimed a "Change of Control" as defined in the FMC
Technologies, Inc. Incentive Compensation and Stock Plan, in which case the
Independent Counsel shall be selected by the claimant unless the claimant shall
request that such selection be made by the Board of Directors. If it is so
determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within 10 days after such determination.

SECTION 11.3.  If a claim under Section 11.1 of this Article XI is not
paid in full by the Corporation within thirty days after a written claim
pursuant to Section 11.2 of this Article XI has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standard of conduct which makes it permissible under the General
Corporation Law of the State of Delaware for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, Independent Counsel or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its Board of Directors,
Independent Counsel or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

SECTION 11.4.  If a determination shall have been made pursuant to 
Section 11.2 of this Article XI that the claimant is entitled to
indemnification, the Corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to Section 11.3 of this Article XI.

SECTION 11.5.  The Corporation shall be precluded from asserting in 
any judicial proceeding commenced pursuant to Section 11.3 of this Article XI
that the procedures

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and presumptions of this Article XI are not valid, binding and enforceable and
shall stipulate in such proceeding that the Corporation is bound by all the
provisions of this Article XI.

SECTION 11.6.  The right to indemnification and the payment of 
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article XI shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or
Disinterested Directors or otherwise. No repeal or modification of this Article
XI shall in any way diminish or adversely affect the rights of any director,
officer, employee or agent of the Corporation hereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.

SECTION 11.7.  The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware. To
the extent that the Corporation maintains any policy or policies providing such
insurance, each such director or officer, and each such agent or employee to
which rights to indemnification have been granted as provided in Section 11.8 of
this Article XI, shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage thereunder for any such
director, officer, employee or agent.

SECTION 11.8.  The Corporation may, to the extent authorized from time
to time by the Board of Directors, grant rights to indemnification, and rights
to be paid by the Corporation the expenses incurred in defending any proceeding
in advance of its final disposition, to any employee or agent or class of
employees or agents of the Corporation (including the heirs, executors,
administrators or estate of each such person) to the fullest extent of the
provisions of this Article XI with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

SECTION 11.9.  If any provision or provisions of this Article XI shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (1)
the validity, legality and enforceability of the remaining provisions of this
Article XI (including, without limitation, each portion of any paragraph of this
Article XI containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of this Article XI (including, without
limitation, each such portion of any paragraph of this Article XI containing any
such provision held to be invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

SECTION 11.10.  For purposes of this Article XI:

(a)  "Disinterested Director" means a director of the Corporation who
is not and was not a party to the matter in respect of which indemnification is
sought by the claimant.

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(b)  "Independent Counsel" means a law firm, a member of a law firm, 
or an independent practitioner, that is experienced in matters of corporation
law and shall include any person who, under the applicable standards of
professional conduct then prevailing, would not have a conflict of interest in
representing either the Corporation or the claimant in an action to determine
the claimant's rights under this Article XI.

SECTION 11.11.  Any notice, request or other communication required or
permitted to be given to the Corporation under this Article XI shall be in
writing and either delivered in person or sent by telecopy, telex, telegram,
overnight mail or courier service, or certified or registered mail, postage
prepaid, return receipt requested, to the Secretary of the Corporation and shall
be effective only upon receipt by the Secretary.

-15-

Exhibit 4.2

-------------------------------------------------------- 
FORM OF

FMC TECHNOLOGIES, INC.

and

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

Rights Agreement

Dated as of __________, 2001

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

TABLE OF CONTENTS
-----------------

Page
Number
------

Section 1.      Definitions................................................................................................   1

Section 2.      Appointment of Rights Agent................................................................................   6

Section 3.      Issue of Right Certificates................................................................................   7

Section 4.      Form of Right Certificates.................................................................................   9

Section 5.      Countersignature and Registration..........................................................................  10

Section 6.      Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates...............................................................................................  11

Section 7.      Exercise of Rights; Purchase Price; Expiration Date of Rights..............................................  12

Section 8.      Cancellation and Destruction of Right Certificates.........................................................  13

Section 9.      Availability of Preferred Shares...........................................................................  14

Section 10.     Preferred Shares Record Date...............................................................................  15

Section 11.     Adjustment of Purchase Price, Number of Shares or Number of
Rights.....................................................................................................  15

Section 12.     Certificate of Adjusted Purchase Price or Number of Shares.................................................  26

Section 13.     Consolidation, Merger or Sale or Transfer of Assets or Earning
Power......................................................................................................  26

Section 14.     Fractional Rights and Fractional Shares....................................................................  28

Section 15.     Rights of Action...........................................................................................  30

Section 16.     Agreement of Right Holders.................................................................................  31

Section 17.     Right Certificate Holder Not Deemed a Stockholder..........................................................  31

Section 18.     Concerning the Rights Agent................................................................................  32

Section 19.     Merger or Consolidation or Change

of Name of Rights Agent..................................................  33

-i-

Page
Number
------

Section 20.     Duties of Rights Agent....................................................................................  34

Section 21.     Change of Rights Agent....................................................................................  36

Section 22.     Issuance of New Right Certificates........................................................................  38

Section 23.     Redemption................................................................................................  38

Section 24.     Exchange..................................................................................................  39

Section 25.     Notice of Certain Events..................................................................................  41

Section 26.     Notices...................................................................................................  43

Section 27.     Supplements and Amendments................................................................................  43

Section 28.     Successors................................................................................................  44

Section 29.     Benefits of this Agreement................................................................................  44

Section 30.     Severability..............................................................................................  45

Section 31.     Governing Law.............................................................................................  45

Section 32.     Counterparts..............................................................................................  45

Section 33.     Descriptive Headings......................................................................................  45

Signatures................................................................................................................  47

Exhibit A     -     Form of Certificate of Designations

Exhibit B     -     Form of Right Certificate

Exhibit C     -     Summary of Rights to Purchase Preferred Shares

-ii-

Agreement, dated as of _______________, 2001, between FMC
Technologies, Inc., a Delaware corporation (the "Company"), and
________________, as rights agent (the "Rights Agent").

The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
(as hereinafter defined) of the Company outstanding on ________, 2001 (the
"Record Date"), each Right representing the right to purchase one one-hundredth
of a Preferred Share (as hereinafter defined), upon the terms and subject to the
conditions herein set forth, and has further authorized and directed the
issuance of one Right with respect to each Common Share that shall become
outstanding between the Record Date and the earliest of the Distribution Date,
the Redemption Date and the Final Expiration Date (as such terms are hereinafter
defined).

Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

Section 1. Definitions. For purposes of this Agreement, the following
terms have the meanings indicated:

(a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the Common Shares of the Company then outstanding, but shall
not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or any Subsidiary of the Company, (iv) any
entity holding Common Shares for or pursuant to the terms of any such plan, or
(v) until the first date on which it ceases to beneficially own Common Shares
representing at least 15% of the Common Shares of the Company then outstanding,
FMC

Corporation, a Delaware corporation. Notwithstanding the foregoing, no Person
shall become an "Acquiring Person" as the result of an acquisition of Common
Shares by the Company which, by reducing the number of Common Shares of the
Company outstanding, increases the proportionate number of Common Shares of the
Company beneficially owned by such Person to 15% or more of the Common Shares of
the Company then outstanding; provided, however, that, if a Person shall become
the Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person." Notwithstanding the foregoing, if the Board of Directors of
the Company determines in good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of Common Shares so that such Person
would no longer be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.

(b) "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act as in effect
on the date of this Agreement.

(c) "Associate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act as in effect
on the date of this Agreement.

-2-

(d) A Person shall be deemed the "Beneficial Owner" of and shall be
deemed to "beneficially own" any securities:

(i) which such Person or any of such Person's Affiliates or Associates
beneficially owns, directly or indirectly;

(ii) which such Person or any of such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and
between underwriters and selling group members with respect to a bona fide
public offering of securities), or upon the exercise of conversion rights,
exchange rights, rights (other than these Rights), warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, securities tendered pursuant
to a tender or exchange offer made by or on behalf of such Person or any of
such Person's Affiliates or Associates until such tendered securities are
accepted for purchase or exchange; or (B) the right to vote pursuant to any
agreement, arrangement or understanding; provided, however, that a Person
shall not be deemed the Beneficial Owner of, or to beneficially own, any
security if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable rules and regulations
promulgated under the Exchange Act and (2) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or successor
report); or

-3-

(iii) which are beneficially owned, directly or indirectly, by any
other Person with which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities) for the
purpose of acquiring, holding, voting (except to the extent contemplated by
the proviso to Section 1(d)(ii)(B) hereof) or disposing of any securities
of the Company.

Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, the phrase "then outstanding," when used with reference to a
Person's Beneficial Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such Person
would be deemed to own beneficially hereunder.

(e) "Business Day" shall mean any day other than a Saturday, a Sunday,
or a day on which banking institutions in [State of Rights Agent] are authorized
or obligated by law or executive order to close.

(f) "Close of Business" on any given date shall mean 5:00 P.M., [City
of Rights Agent] time, on such date; provided, however, that, if such date is
not a Business Day, it shall mean 5:00 P.M., [City of Rights Agent] time, on the
next succeeding Business Day.

(g) "Common Shares" when used with reference to the Company shall mean
the shares of common stock, par value $.01 per share, of the Company. "Common
Shares" when used with reference to any Person other than the Company shall mean
the capital stock (or equity interest) with the greatest voting power of such
other Person or, if such other Person is a

-4-

Subsidiary of another Person, the Person or Persons which ultimately control
such first-mentioned Person.

(h) "Distribution Date" shall have the meaning set forth in Section
3(a) hereof.

(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

(j) "Exchange Ratio" shall have the meaning set forth in Section 24(a)
hereof.

(k) "Final Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

(l) "NASDAQ" shall mean the National Association of Securities
Dealers, Inc. Automated Quotation System.

(m) "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such entity.

(n) "Preferred Shares" shall mean shares of Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company having
the rights and preferences set forth in the Form of Certificate of Designations
attached to this Agreement as Exhibit A.

(o) "Purchase Price" shall have the meaning set forth in Section 4
hereof.

(p) "Record Date" shall have the meaning set forth in the second
paragraph hereof.

-5-

(q) "Redemption Date" shall have the meaning set forth in Section 7(a)
hereof.

(r) "Redemption Price" shall have the meaning set forth in Section
23(a) hereof.

(s) "Right" shall have the meaning set forth in the second paragraph
hereof.

(t) "Right Certificate" shall have the meaning set forth in Section
3(a) hereof.

(u) "Shares Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such.

(v) "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.

(w) "Summary of Rights" shall have the meaning set forth in Section
3(b) hereof.

(x) "Trading Day" shall have the meaning set forth in Section 11(d)
hereof.

Section 2. Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall, prior to the Distribution
Date, also be the holders of the Common Shares of the Company) in accordance
with the terms and conditions hereof, and the Rights

-6-

Agent hereby accepts such appointment. The Company may from time to time appoint
such co-Rights Agents as it may deem necessary or desirable.

Section 3.  Issue of Right Certificates. (a) Until the earlier of (i) 
the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day
(or such later date as may be determined by action of the Board of Directors of
the Company prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares of the Company for
or pursuant to the terms of any such plan) of a tender or exchange offer the
consummation of which would result in any Person becoming the Beneficial Owner
of Common Shares of the Company aggregating 15% or more of the then outstanding
Common Shares of the Company (including any such date which is after the date of
this Agreement and prior to the issuance of the Rights; the earlier of such
dates being herein referred to as the "Distribution Date"), (x) the Rights will
be evidenced (subject to the provisions of Section 3(b) hereof) by the
certificates for Common Shares of the Company registered in the names of the
holders thereof (which certificates shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the right to
receive Right Certificates will be transferable only in connection with the
transfer of Common Shares of the Company. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Shares of the Company as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of the
Company, a Right Certificate, in substantially the form of Exhibit B hereto (a
"Right Certificate"), evidencing

-7-

one Right for each Common Share so held. As of the Distribution Date, the Rights
will be evidenced solely by such Right Certificates.

(b)  On the Record Date, or as soon as practicable thereafter, the 
Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in
substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-
class, postage-prepaid mail, to each record holder of Common Shares as of the
Close of Business on the Record Date, at the address of such holder shown on the
records of the Company. With respect to certificates for Common Shares of the
Company outstanding as of the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates registered in the names of the
holders thereof together with a copy of the Summary of Rights attached thereto.
Until the Distribution Date (or the earlier of the Redemption Date or the Final
Expiration Date), the surrender for transfer of any certificate for Common
Shares of the Company outstanding on the Record Date, with or without a copy of
the Summary of Rights attached thereto, shall also constitute the transfer of
the Rights associated with the Common Shares of the Company represented thereby.

(c)  Certificates for Common Shares which become outstanding 
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this paragraph (c)) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:

This certificate also evidences and entitles the holder hereof to certain
rights as set forth in an Agreement between FMC Technologies, Inc. and
_______________, dated as of _________, 2001, as it may be amended from
time to time  (the "Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal
executive offices of FMC Technologies, Inc.  Under certain circumstances,
as set forth in the Agreement, such Rights (as defined in the Agreement)
will be evidenced by separate 

-8-

certificates and will no longer be evidenced by this certificate. FMC
Technologies, Inc. will mail to the holder of this certificate a copy of
the Agreement without charge after receipt of a written request therefor.
As set forth in the Agreement, Rights beneficially owned by any Person (as
defined in the Agreement) who becomes an Acquiring Person (as defined in
the Agreement) become null and void.

With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares of the Company
represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares of the Company
represented thereby.  In the event that the Company purchases or acquires any
Common Shares of the Company after the Record Date but prior to the Distribution
Date, any Rights associated with such Common Shares of the Company shall be
deemed cancelled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares of the Company which are
no longer outstanding.

Section 4.  Form of Right Certificates.  The Right Certificates (and 
the forms of election to purchase Preferred Shares and of assignment to be
printed on the reverse thereof) shall be substantially the same as Exhibit B
hereto, and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any applicable
rule or regulation made pursuant thereto or with any applicable rule or
regulation of any stock exchange or the National Association of Securities
Dealers, Inc., or to conform to usage. Subject to the provisions of Section 22
hereof, the Right Certificates shall entitle the holders thereof to purchase
such number of one one-hundredths of a Preferred Share as shall be set forth
therein at the price per one one-hundredth of a Preferred Share set forth
therein (the "Purchase Price"), but the number of

-9-

such one one-hundredths of a Preferred Share and the Purchase Price shall be
subject to adjustment as provided herein.

Section 5.  Countersignature and Registration.  The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, any of its Vice Presidents or its
Treasurer, either manually or by facsimile signature, shall have affixed thereto
the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature.  The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned.
In case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the individual who signed such Right Certificates had not ceased to be such
officer of the Company; and any Right Certificate may be signed on behalf of the
Company by any individual who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this Agreement any such
individual was not such an officer.

Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its principal office, books for registration and transfer of the
Right Certificates issued hereunder.  Such books shall show the names and
addresses of the respective holders of the Right Certificates, the number of
Rights evidenced on its face by each of the Right Certificates and the date of
each of the Right Certificates.

-10-

Section 6.  Transfer, Split Up, Combination and Exchange of Right 
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of Section 14 hereof, at any time after the Close of Business
on the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates surrendered
then entitled such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate or Right
Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the principal office of the
Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the
Person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.

Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right 

-11-

Certificate if mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of 
Rights. (a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein), in whole or in
part, at any time after the Distribution Date, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the principal office of the Rights Agent,
together with payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on ____________, 2011 (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), or (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof.

(b)  The Purchase Price for each one one-hundredth of a Preferred 
Share purchasable pursuant to the exercise of a Right shall initially be $_____,
and shall be subject to adjustment from time to time as provided in Section 11
or 13 hereof, and shall be payable in lawful money of the United States of
America in accordance with paragraph (c) below.

(c)  Upon receipt of a Right Certificate representing exercisable 
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof by certified check, cashier's
check or money order payable to the order of the Company, the Rights Agent

-12-

shall thereupon promptly (i) (A) requisition from any transfer agent of the
Preferred Shares certificates for the number of Preferred Shares to be purchased
and the Company hereby irrevocably authorizes any such transfer agent to comply
with all such requests, or (B) requisition from the depositary agent depositary
receipts representing such number of one one-hundredths of a Preferred Share as
are to be purchased (in which case certificates for the Preferred Shares
represented by such receipts shall be deposited by the transfer agent of the
Preferred Shares with such depositary agent) and the Company hereby directs such
depositary agent to comply with such request; (ii) when appropriate, requisition
from the Company the amount of cash to be paid in lieu of issuance of fractional
shares in accordance with Section 14 hereof; (iii) promptly after receipt of
such certificates or depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Right Certificate, registered in
such name or names as may be designated by such holder; and (iv) when
appropriate, after receipt, promptly deliver such cash to or upon the order of
the registered holder of such Right Certificate.

(d)  In case the registered holder of any Right Certificate shall 
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to registered holder of such Right Certificate or to such
holder's duly authorized assigns, subject to the provisions of Section 14
hereof.

Section 8.  Cancellation and Destruction of Right Certificates.  All 
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it,

-13-

and no Right Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall
so cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all cancelled Right Certificates to the Company, or shall, at the written
request of the Company, destroy such cancelled Right Certificates, and, in such
case, shall deliver a certificate of destruction thereof to the Company.

Section 9.  Availability of Preferred Shares.  The Company covenants 
and agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury the number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights in accordance with Section 7 hereof.
The Company covenants and agrees that it will take all such action as may be
necessary to ensure that all Preferred Shares delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such Preferred Shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable shares.

The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Preferred Shares upon the exercise of Rights.  The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or the
issuance or delivery of certificates or depositary receipts for the Preferred
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Preferred Shares upon 

-14-

the exercise of any Rights until any such tax shall have been paid (any such tax
being payable by the holder of such Right Certificate at the time of surrender)
or until it has been established to the Company's reasonable satisfaction that
no such tax is due.

Section 10.  Preferred Shares Record Date.  Each Person in whose name 
any certificate for Preferred Shares is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the Preferred
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes) was made;
provided, however, that, if the date of such surrender and payment is a date
upon which the Preferred Shares transfer books of the Company are closed, such
Person shall be deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding Business Day on which the
Preferred Shares transfer books of the Company are open.  Prior to the exercise
of the Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a holder of Preferred Shares for which the Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

Section 11.  Adjustment of Purchase Price, Number of Shares or Number 
of Rights. The Purchase Price, the number of Preferred Shares covered by each
Right and the number of Rights outstanding are subject to adjustment from time
to time as provided in this Section 11.

-15-

(a)  (i)  In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Shares payable in
Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine
the outstanding Preferred Shares into a smaller number of Preferred Shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a), the Purchase Price in effect
at the time of the record date for such dividend or of the effective date of
such subdivision, combination or reclassification, and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Right exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Right had been exercised immediately prior to such date and at a time when the
Preferred Shares transfer books of the Company were open, such holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification; provided, however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.

(ii)  Subject to Section 24 hereof, in the event any Person becomes an
Acquiring Person, each holder of a Right shall thereafter have a right to
receive, upon exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one one-hundredths of a Preferred Share for
which a Right is then exercisable, in accordance with the terms of this
Agreement and in lieu of Preferred Shares, such number of Common Shares of the
Company as shall equal the result obtained by (A) multiplying the then current
Purchase Price by

-16-

the number of one one-hundredths of a Preferred Share for which a Right is then
exercisable and dividing that product by (B) 50% of the then current per share
market price of the Common Shares of the Company (determined pursuant to Section
11(d) hereof) on the date of the occurrence of such event. In the event that any
Person shall become an Acquiring Person and the Rights shall then be
outstanding, the Company shall not take any action which would eliminate or
diminish the benefits intended to be afforded by the Rights.

From and after the occurrence of such event, any Rights that are or
were acquired or beneficially owned by any Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) shall be void, and any holder of such Rights
shall thereafter have no right to exercise such Rights under any provision of
this Agreement.  No Right Certificate shall be issued pursuant to Section 3
hereof that represents Rights beneficially owned by an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Associate or
Affiliate thereof; no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding sentence shall be
cancelled.

(iii)  In the event that there shall not be sufficient Common Shares 
issued but not outstanding or authorized but unissued to permit the exercise in
full of the Rights in accordance with subparagraph (ii) above, the Company shall
take all such action as may be necessary to authorize additional Common Shares
for issuance upon exercise of the Rights. In the event the Company shall, after
good faith effort, be unable to take all such action as may be necessary to
authorize such additional Common Shares, the Company shall substitute, for each

-17-

Common Share that would otherwise be issuable upon exercise of a Right, a number
of Preferred Shares or fraction thereof such that the current per share market
price of one Preferred Share multiplied by such number or fraction is equal to
the current per share market price of one Common Share as of the date of
issuance of such Preferred Shares or fraction thereof.

(b)  In case the Company shall fix a record date for the issuance of 
rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("equivalent preferred
shares")) or securities convertible into Preferred Shares or equivalent
preferred shares at a price per Preferred Share or equivalent preferred share
(or having a conversion price per share, if a security convertible into
Preferred Shares or equivalent preferred shares) less than the then current per
share market price of the Preferred Shares (as defined in Section 11(d)) on such
record date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of
Preferred Shares outstanding on such record date plus the number of Preferred
Shares which the aggregate offering price of the total number of Preferred
Shares and/or equivalent preferred shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price and the denominator of which shall be the
number of Preferred Shares outstanding on such record date plus the number of
additional Preferred Shares and/or equivalent preferred shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital

-18-

stock of the Company issuable upon exercise of one Right. In case such
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and holders of the Rights. Preferred Shares
owned by or held for the account of the Company shall not be deemed outstanding
for the purpose of any such computation. Such adjustment shall be made
successively whenever such a record date is fixed; and, in the event that such
rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.

(c)  In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription rights or warrants (excluding those referred
to in Section 11(b) hereof), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the then-current per share market price of the Preferred Shares on such
record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the Rights Agent
and holders of the Rights) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to one Preferred Share and the denominator of which

-19-

shall be such then-current per share market price of the Preferred Shares on
such record date; provided, however, that in no event shall the consideration to
be paid upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company to be issued upon exercise of one
Right. Such adjustments shall be made successively whenever such a record date
is fixed; and, in the event that such distribution is not so made, the Purchase
Price shall again be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

(d)  (i)  For the purpose of any computation hereunder, the "current 
per share market price" of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
immediately prior to such date; provided, however, that, in the event that the
current per share market price of the Security is determined during a period
following the announcement by the issuer of such Security of (A) a dividend or
distribution on such Security payable in shares of such Security or Securities
convertible into such shares, or (B) any subdivision, combination or
reclassification of such Security and prior to the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination or reclassification, then, and in each such
case, the current per share market price shall be appropriately adjusted to
reflect the current market price per share equivalent of such Security. The
closing price for each day shall be the last sale price, regular way, reported
at or prior to 4:00 P.M. Eastern time or, in case no such sale takes place on
such day, the average of the bid and asked prices, regular way, reported as of
4:00 P.M. Eastern time, in either case, as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Security is

-20-

not listed or admitted to trading on the New York Stock Exchange, as reported in
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
Security is listed or admitted to trading or, if the Security is not listed or
admitted to trading on any national securities exchange, the last quoted price
reported at or prior to 4:00 P.M. Eastern time or, if not so quoted, the average
of the high bid and low asked prices in the over-the-counter market, as reported
as of 4:00 P.M. Eastern time by NASDAQ or such other system then in use, or, if
on any such date the Security is not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Security selected by the Board of Directors
of the Company. The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the Security is listed or admitted to
trading is open for the transaction of business, or, if the Security is not
listed or admitted to trading on any national securities exchange, a Business
Day.

(ii)  For the purpose of any computation hereunder, the "current per 
share market price" of the Preferred Shares shall be determined in accordance
with the method set forth in Section 11(d)(i). If the Preferred Shares are not
publicly traded, the "current per share market price" of the Preferred Shares
shall be conclusively deemed to be the current per share market price of the
Common Shares as determined pursuant to Section 11(d)(i) hereof (appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof), multiplied by one hundred. If neither the
Common Shares nor the Preferred Shares are publicly held or so listed or traded,
"current per share market price" shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent.

-21-

(e)  No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest one one-millionth of a
Preferred Share or one ten-thousandth of any other share or security as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or (ii)
the date of the expiration of the right to exercise any Rights.

(f)  If, as a result of an adjustment made pursuant to Section 11(a) 
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred Shares,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Shares contained in Section 11(a) through (c) hereof, inclusive, and
the provisions of Sections 7, 9, 10 and 13 hereof with respect to the Preferred
Shares shall apply on like terms to any such other shares.

(g)  All Rights originally issued by the Company subsequent to any 
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred Share purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

-22-

(h)  Unless the Company shall have exercised its election as provided 
in Section 11(i) hereof, upon each adjustment of the Purchase Price as a result
of the calculations made in Sections 11(b) and (c) hereof, each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-hundredths of a Preferred Share (calculated to the nearest one one-
millionth of a Preferred Share) obtained by (A) multiplying (x) the number of
one one-hundredths of a share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (B) dividing the product so obtained by the
Purchase Price in effect immediately after such adjustment of the Purchase
Price.

(i)  The Company may elect, on or after the date of any adjustment of 
the Purchase Price, to adjust the number of Rights in substitution for any
adjustment in the number of one one-hundredths of a Preferred Share purchasable
upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued, shall be at

-23-

least 10 days later than the date of the public announcement. If Right
Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be distributed to
such holders of record in substitution and replacement for the Right
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right Certificates evidencing
all the Rights to which such holders shall be entitled after such adjustment.
Right Certificates so to be distributed shall be issued, executed and
countersigned in the manner provided for herein, and shall be registered in the
names of the holders of record of Right Certificates on the record date
specified in the public announcement.

(j)  Irrespective of any adjustment or change in the Purchase Price or
in the number of one one-hundredths of a Preferred Share issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the number of one one-hundredths
of a Preferred Share which were expressed in the initial Right Certificates
issued hereunder.

(k)  Before taking any action that would cause an adjustment reducing 
the Purchase Price below one one-hundredth of the then par value, if any, of the
Preferred Shares issuable upon exercise of the Rights, the Company shall take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Preferred Shares at such adjusted Purchase Price.

-24-

(l)  In any case in which this Section 11 shall require that an 
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date of
the Preferred Shares and other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Preferred Shares and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

(m)  Anything in this Section 11 to the contrary notwithstanding, the 
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it, in its sole discretion, shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Shares, issuance
wholly for cash of any Preferred Shares at less than the current market price,
issuance wholly for cash of Preferred Shares or securities which by their terms
are convertible into or exchangeable for Preferred Shares, dividends on
Preferred Shares payable in Preferred Shares or issuance of rights, options or
warrants referred to in Section 11(b) hereof, hereafter made by the Company to
holders of the Preferred Shares shall not be taxable to such stockholders.

(n)  In the event that, at any time after the date of this Agreement 
and prior to the Distribution Date, the Company shall (i) declare or pay any
dividend on the Common Shares payable in Common Shares, or (ii) effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then, in any such case, (A)
the

-25-

number of one one-hundredths of a Preferred Share purchasable after such event
upon proper exercise of each Right shall be determined by multiplying the number
of one one-hundredths of a Preferred Share so purchasable immediately prior to
such event by a fraction, the numerator of which is the number of Common Shares
outstanding immediately before such event and the denominator of which is the
number of Common Shares outstanding immediately after such event, and (B) each
Common Share outstanding immediately after such event shall have issued with
respect to it that number of Rights which each Common Share outstanding
immediately prior to such event had issued with respect to it. The adjustments
provided for in this Section 11(n) shall be made successively whenever such a
dividend is declared or paid or such a subdivision, combination or consolidation
is effected.

Section 12.  Certificate of Adjusted Purchase Price or Number of 
Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Shares or the Preferred Shares and the Securities and Exchange Commission a copy
of such certificate and (c) if such adjustment occurs at any time after the
Distribution Date, mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof.

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or 
Earning Power.  In the event, directly or indirectly, at any time after a Person
has become an Acquiring Person, (a) the Company shall consolidate with, or merge
with and into, any other Person, (b) any Person shall consolidate with the
Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection 

-26-

with such merger, all or part of the Common Shares shall be changed into or
exchanged for stock or other securities of any other Person (or the Company) or
cash or any other property, or (c) the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise transfer), in one or
more transactions, assets or earning power aggregating 50% or more of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made so
that (i) each holder of a Right (except as otherwise provided herein) shall
thereafter have the right to receive, upon the exercise thereof at a price equal
to the then current Purchase Price multiplied by the number of one one-
hundredths of a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of Preferred Shares,
such number of Common Shares of such other Person (including the Company as
successor thereto or as the surviving corporation) as shall equal the result
obtained by (A) multiplying the then current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable and
dividing that product by (B) 50% of the then current per share market price of
the Common Shares of such other Person (determined pursuant to Section 11(d)
hereof) on the date of consummation of such consolidation, merger, sale or
transfer; (ii) the issuer of such Common Shares shall thereafter be liable for,
and shall assume, by virtue of such consolidation, merger, sale or transfer, all
the obligations and duties of the Company pursuant to this Agreement; (iii) the
term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such
issuer shall take such steps (including, but not limited to, the reservation of
a sufficient number of its Common Shares in accordance with Section 9 hereof) in
connection with such consummation as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in

-27-

relation to the Common Shares of the Company thereafter deliverable upon the
exercise of the Rights. The Company shall not consummate any such consolidation,
merger, sale or transfer unless, prior thereto, the Company and such issuer
shall have executed and delivered to the Rights Agent a supplemental agreement
so providing. The Company shall not enter into any transaction of the kind
referred to in this Section 13 if at the time of such transaction there are any
rights, warrants, instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such transaction, would
eliminate or substantially diminish the benefits intended to be afforded by the
Rights. The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers.

Section 14.  Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights.  In lieu of such fractional
Rights, there shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
Right.  For the purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable.  The closing price for any day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case, as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or, if
the Rights are not listed or admitted to trading on the New York Stock Exchange,
as reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on
which the Rights are listed or admitted to 

-28-

trading or, if the Rights are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
NASDAQ or such other system then in use or, if on any such date the Rights are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the Rights
selected by the Board of Directors of the Company. If on any such date no such
market maker is making a market in the Rights, the fair value of the Rights on
such date as determined in good faith by the Board of Directors of the Company
shall be used.

(b)  The Company shall not be required to issue fractions of Preferred
Shares (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share) upon exercise of the Rights or to distribute certificates
which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one-hundredth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts,
pursuant to an appropriate agreement between the Company and a depositary
selected by it; provided that such agreement shall provide that the holders of
such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the Preferred Shares
represented by such depositary receipts. In lieu of fractional Preferred Shares
that are not integral multiples of one one-hundredth of a Preferred Share, the
Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Preferred Share. For the purposes of
this Section 14(b), the current market value of a Preferred Share shall be the

-29-

closing price of a Preferred Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.

(c)  The holder of a Right, by the acceptance of the Right, expressly 
waives such holder's right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).

Section 15.  Rights of Action.  All rights of action in respect of 
this Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in such holder's own behalf and
for such holder's own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder's right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this
Agreement.  Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement, and
will be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of the obligations of
any Person subject to, this Agreement.

-30-

Section 16.  Agreement of Right Holders.  Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

(a)  prior to the Distribution Date, the Rights will be transferable 
only in connection with the transfer of the Common Shares;

(b)  after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer; and

(c)  the Company and the Rights Agent may deem and treat the person in
whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated Common Shares
certificate made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.

Section 17.  Right Certificate Holder Not Deemed a Stockholder.  No 
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to

-31-

give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in Section
25 hereof), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by such Right Certificate shall have been
exercised in accordance with the provisions hereof.

Section 18.  Concerning the Rights Agent.  The Company agrees to pay 
to the Rights Agent reasonable compensation for all services rendered by it
hereunder, and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the costs and expenses of
defending against any claim of liability in the premises.

The Rights Agent shall be protected and shall incur no liability for,
or in respect of any action taken, suffered or omitted by it in connection with,
its administration of this Agreement in reliance upon any Right Certificate or
certificate for the Preferred Shares or Common Shares or for other securities of
the Company, instrument of assignment or  transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
person or persons, or otherwise upon the advice of counsel as set forth in
Section 20 hereof.

-32-

Section 19.  Merger or Consolidation or Change of Name of Rights 
Agent. Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any corporation succeeding to the stock
transfer or corporate trust powers of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto; provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and, in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and, in all such cases, such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and, in case at that time any
of the Right Certificates shall not have been countersigned, the Rights Agent
may countersign such Right Certificates either in its prior name 

-33-

or in its changed name; and, in all such cases, such Right Certificates shall
have the full force provided in the Right Certificates and in this Agreement.

Section 20.  Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

(a)  The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.

(b)  Whenever in the performance of its duties under this Agreement 
the Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such
certificate.

(c)  The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own negligence, bad faith or willful misconduct.

-34-

(d)  The Rights Agent shall not be liable for or by reason of any of 
the statements of fact or recitals contained in this Agreement or in the Right
Certificates (except its countersignature thereof) or be required to verify
the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

(e)  The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in
the terms of the Rights (including the manner, method or amount thereof)
provided for in Section 3, 11, 13, 23 or 24 hereof, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after actual
notice that such change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Preferred Shares to be issued pursuant to
this Agreement or any Right Certificate or as to whether any Preferred Shares
will, when issued, be validly authorized and issued, fully paid and
nonassessable.

(f)  The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.

-35-

(g)  The Rights Agent is hereby authorized and directed to accept 
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the Chief Executive Officer, the President,
any Vice President, the Secretary or the Treasurer of the Company, and to apply
to such officers for advice or instructions in connection with its duties, and
it shall not be liable for any action taken or suffered by it in good faith in
accordance with instructions of any such officer or for any delay in acting
while waiting for those instructions.

(h)  The Rights Agent and any stockholder, director, officer or 
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

(i)  The Rights Agent may execute and exercise any of the rights or 
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided that reasonable care was exercised in the
selection and continued employment thereof.

Section 21.  Change of Rights Agent.  The Rights Agent or any 
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares or

-36-

Preferred Shares by registered or certified mail, and to the holders of the
Right Certificates by first-class mail. The Company may remove the Rights Agent
or any successor Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Shares or Preferred Shares by registered or certified mail,
and to the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving notice of
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (which holder shall, with such notice, submit such holder's
Right Certificate for inspection by the Company), then the registered holder of
any Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation organized and doing
business under the laws of the United States or of the State of [State of Rights
Agent] (or of any other state of the United States so long as such corporation
is authorized to do business as a banking institution in the State of [State of
Rights Agent]), in good standing, having an office in the State of [State of
Rights Agent], which is authorized under such laws to exercise corporate trust
or stock transfer powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $50 million. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any

-37-

property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment, the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of the Common
Shares or Preferred Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22.  Issuance of New Right Certificates.  Notwithstanding any 
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by the Board of Directors of the Company to reflect
any adjustment or change in the Purchase Price and the number or kind or class
of shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement.

Section 23.  Redemption. (a) The Board of Directors of the Company 
may, at its option, at any time prior to such time as any Person becomes an
Acquiring Person, redeem all but not less than all the then outstanding Rights
at a redemption price of $.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"). The redemption of the Rights by the Board of Directors of the Company
may be made effective at such time, on such basis and with such conditions as
the Board of Directors of the Company, in its sole discretion, may establish.

-38-

(b)  Immediately upon the action of the Board of Directors of the 
Company ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price. The Company shall promptly
give public notice of any such redemption; provided, however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such
redemption. Within 10 days after such action of the Board of Directors of the
Company ordering the redemption of the Rights, the Company shall mail a notice
of redemption to all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common Shares. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24 hereof, and
other than in connection with the purchase of Common Shares prior to the
Distribution Date.

Section 24.  Exchange. (a) The Board of Directors of the Company may, 
at its option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become void pursuant to the provisions of Section
11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any adjustment in the number of Rights
pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as
the

-39-

"Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the
Company shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding Common
Shares for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or
more of the Common Shares then outstanding.

(b)  Immediately upon the action of the Board of Directors of the 
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common Shares equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange will state the
method by which the exchange of the Common Shares for Rights will be effected,
and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to the provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.

(c)  In the event that there shall not be sufficient Common Shares 
issued but not outstanding or authorized but unissued to permit any exchange of
Rights as contemplated in

-40-

accordance with this Section 24, the Company shall take all such action as may
be necessary to authorize additional Common Shares for issuance upon exchange of
the Rights. In the event the Company shall, after good faith effort, be unable
to take all such action as may be necessary to authorize such additional Common
Shares, the Company shall substitute, for each Common Share that would otherwise
be issuable upon exchange of a Right, a number of Preferred Shares or fraction
thereof such that the current per share market price of one Preferred Share
multiplied by such number or fraction is equal to the current per share market
price of one Common Share as of the date of issuance of such Preferred Shares or
fraction thereof.

(d)  The Company shall not be required to issue fractions of Common 
Shares or to distribute certificates which evidence fractional Common Shares. In
lieu of such fractional Common Shares, the Company shall pay to the registered
holders of the Right Certificates with regard to which such fractional Common
Shares would otherwise be issuable an amount in cash equal to the same fraction
of the current market value of a whole Common Share. For the purposes of this
paragraph (d), the current market value of a whole Common Share shall be the
closing price of a Common Share (as determined pursuant to the second sentence
of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.

Section 25.  Notice of Certain Events. (a) In case the Company shall, 
at any time after the Distribution Date, propose (i) to pay any dividend payable
in stock of any class to the holders of the Preferred Shares or to make any
other distribution to the holders of the Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of the Preferred Shares
rights or warrants to subscribe for or to purchase any additional Preferred
Shares or shares of stock of any class or any other securities, rights or
options, (iii) to effect any 

-41-

reclassification of the Preferred Shares (other than a reclassification
involving only the subdivision of outstanding Preferred Shares), (iv) to effect
any consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to, any
other Person, (v) to effect the liquidation, dissolution or winding up of the
Company, or (vi) to declare or pay any dividend on the Common Shares payable in
Common Shares or to effect a subdivision, combination or consolidation of the
Common Shares (by reclassification or otherwise than by payment of dividends in
Common Shares), then, in each such case, the Company shall give to each holder
of a Right Certificate, in accordance with Section 26 hereof, a notice of such
proposed action, which shall specify the record date for the purposes of such
stock dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the Common Shares and/or Preferred Shares, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 10 days prior to the record date
for determining holders of the Preferred Shares for purposes of such action,
and, in the case of any such other action, at least 10 days prior to the date of
the taking of such proposed action or the date of participation therein by the
holders of the Common Shares and/or Preferred Shares, whichever shall be the
earlier.

(b)  In case the event set forth in Section 11(a)(ii) hereof shall 
occur, then the Company shall, as soon as practicable thereafter, give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which notice shall

-42-

describe such event and the consequences of such event to holders of Rights
under Section 11(a)(ii) hereof.

Section 26.  Notices.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

FMC Technologies, Inc.
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:

[Name of Rights Agent]
----------------------
[Address of Rights Agent]
Attention:

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

Section 27.  Supplements and Amendments.  The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Right Certificates in order to cure any ambiguity, to correct or supplement any
provision contained

-43-

herein which may be defective or inconsistent with any other provisions herein,
or to make any other provisions with respect to the Rights which the Company may
deem necessary or desirable, any such supplement or amendment to be evidenced by
a writing signed by the Company and the Rights Agent; provided, however, that,
from and after such time as any Person becomes an Acquiring Person, this
Agreement shall not be amended in any manner which would adversely affect the
interests of the holders of Rights. Without limiting the foregoing, the Company
may at any time prior to such time as any Person becomes an Acquiring Person
amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a)
hereof to not less than 10% (the "Reduced Threshold"); provided, however, that
no Person who beneficially owns a number of Common Shares equal to or greater
than the Reduced Threshold shall become an Acquiring Person unless such Person
shall, after the public announcement of the Reduced Threshold, increase its
beneficial ownership of the then outstanding Common Shares (other than as a
result of an acquisition of Common Shares by the Company) to an amount equal to
or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i)
the lowest beneficial ownership of such Person as a percentage of the
outstanding Common Shares as of any date on or after the date of the public
announcement of such Reduced Threshold plus (ii) .001%.

Section 28.  Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

Section 29.  Benefits of this Agreement.  Nothing in this Agreement 
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares) any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for

-44-

the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares).

Section 30.  Severability.  If any term, provision, covenant or 
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

Section 31.  Governing Law.  This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.

Section 32.  Counterparts.  This Agreement may be executed in any 
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

Section 33.  Descriptive Headings.  Descriptive headings of the 
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

-45-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested, all as of the day and year first above written.

Attest:                             FMC TECHNOLOGIES, INC.

By _______________________________  By ____________________________________
Name:                               Name:
Title:                              Title

Attest:                             [Rights Agent]

By _______________________________  By ___________________________________
Name:                               Name:
Title:                              Title

-46-

Exhibit A
---------
FORM

of

CERTIFICATE OF DESIGNATIONS

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

FMC TECHNOLOGIES, INC.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

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

FMC Technologies, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on _________________,
2001:

RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Certificate
of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $.01 per share, of the Corporation (the "Preferred Stock"), and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

Series A Junior Participating Preferred Stock:

Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be __________. Such number of shares may be increased or decreased
by resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock

A-1

with respect to dividends, the holders of shares of Series A Preferred
Stock, in preference to the holders of Common Stock, par value $.01 per
share (the "Common Stock"), of the Corporation, and of any other junior
stock, shall be entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June, September and
December in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a
share of Series A Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions,
other than a dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share
of Series A Preferred Stock. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the amount
to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$1 per share on the Series A Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue
of such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest.

A-2

Dividends paid on the shares of Series A Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior to
the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

(B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or
by law, the holders of shares of Series A Preferred Stock and the holders
of shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred
Stock outstanding shall have been paid in full, the Corporation shall not:

A-3

(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock;

(ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock ranking
on a parity with the Series A Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined
by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.

(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of
the Corporation unless the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment,

A-4

provided that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.

Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely

A-5

without the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series A Preferred Stock, voting together as a single
class.

A-6

IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Chairman of the Board and attested by its
Secretary this _____ day of ___________, 2001.

_______________________________
Chairman of the Board

Attest:

_____________________
Secretary

A-7

Exhibit B
---------
Form of Right Certificate

Certificate No. R-                                       _____ Rights

NOT EXERCISABLE AFTER _________, 2011 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUB-
JECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE AGREEMENT.

Right Certificate

FMC TECHNOLOGIES, INC.

This certifies that ____________________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Agreement, dated as of __________, 2001 (the "Agreement"), between FMC
Technologies, Inc., a Delaware corporation (the "Company"), and
____________________ (the "Rights Agent"), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the Agreement) and
prior to 5:00 P.M., [City of Rights Agent] time, on __________, 2011 at the
principal office of the Rights Agent, or at the office of its successor as
Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A
Junior Participating Preferred Stock, par value $.01 per share, of the Company
(the "Preferred Shares"), at a purchase price of $______ per one one-hundredth
of a Preferred Share (the "Purchase Price"), upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Right Certificate (and the number of one one-
hundredths of a Preferred Share which may be purchased upon exercise hereof) set
forth above, and the Purchase Price set forth above, are the number and Purchase
Price as of __________, 2001, based on the Preferred Shares as constituted at
such date. As provided in the Agreement, the Purchase Price and the number of
one one-hundredths of a Preferred Share which may be purchased upon the exercise
of the Rights evidenced by this Right Certificate are subject to modification
and adjustment upon the happening of certain events.

This Right Certificate is subject to all of the terms, provisions and
conditions of the Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Agreement
reference is hereby made for a full description of the rights, limitations of
rights, obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Right Certificates. Copies of the Agreement are
on file at the principal executive offices of the Company and the offices of the
Rights Agent.

This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate or Right

B-1

Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.

Subject to the provisions of the Agreement, the Rights evidenced by
this Right Certificate (i) may be redeemed by the Company at a redemption price
of $.01 per Right or (ii) may be exchanged in whole or in part for Preferred
Shares or shares of the Company's Common Stock, par value $.01 per share.

No fractional Preferred Shares will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at the election
of the Company, be evidenced by depositary receipts), but, in lieu thereof, a
cash payment will be made, as provided in the Agreement.

No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Agreement
or herein be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Agreement.

This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of __________, ____.

ATTEST:                                      FMC TECHNOLOGIES, INC.

By
--------------------------                      ------------------------------
Name:                                           Name:
Title:                                          Title:
Countersigned:

[Rights Agent]

By
------------------------------
Name:
Title:

Form of Reverse Side of Right Certificate

B-2

FORM OF ASSIGNMENT
------------------

(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED ________________________________ hereby sells,
assigns and transfers unto _____________________________________________________
________________________________________________________________________________
(Please print name and address of transferee)

________________________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ____________________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.

Dated: ___________________

_____________________________
Signature

Signature Guaranteed:

All Guarantees must be made by a financial institution (such as a bank
or broker) which is a participant in the Securities Transfer Agents Medallion
Program ("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program
("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and must not be
dated. Guarantees by a notary public are not acceptable.

The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Agreement).

_____________________________
Signature

Form of Reverse Side of Right Certificate - continued

B-3

FORM OF ELECTION TO PURCHASE
----------------------------

(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)

To:  FMC TECHNOLOGIES, INC.

The undersigned hereby irrevocably elects to exercise _________ Rights
represented by this Right Certificate to purchase the Preferred Shares issuable
upon the exercise of such Rights and requests that certificates for such
Preferred Shares be issued in the name of:

Please insert social security
or other identifying number

--------------------------------------------------------------------------------
(Please print name and address)

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

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

--------------------------------------------------------------------------------
(Please print name and address)

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

Dated:  __________________

____________________
Signature
Signature Guaranteed:

All Guarantees must be made by a financial institution (such as a bank
or broker) which is a participant in the Securities Transfer Agents Medallion
Program ("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program
("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and must not be
dated. Guarantees by a notary public are not acceptable.

B-4

The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Agreement).

_________________________
Signature

NOTICE
------

The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.

In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Agreement) and such Assignment
or Election to Purchase will not be honored.

B-5

Exhibit C
---------

SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES

Introduction
------------

On ______ __, 2001, the Board of Directors of our Company, FMC
Technologies, Inc., a Delaware corporation, declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value $.01 per share. The dividend is payable on _________ __, 2001 to the
stockholders of record on _________ __, 2001.

Our Board has adopted this Rights Agreement to protect stockholders
from coercive or otherwise unfair takeover tactics. In general terms, it works
by imposing a significant penalty upon any person or group which acquires 15% or
more of our outstanding common stock without the approval of our Board. The
Rights Agreement should not interfere with any merger or other business
combination approved by our Board.

For those interested in the specific terms of the Rights Agreement as
made between our Company and _______________________________________, as the
Rights Agent, on ______ __, 2001, we provide the following summary description.
Please note, however, that this description is only a summary, and is not
complete, and should be read together with the entire Rights Agreement, which
has been filed with the Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-1 dated _________ __, 2001. A copy of the
agreement is available free of charge from our Company.

The Rights. Our Board authorized the issuance of a Right with respect to each
outstanding share of common stock on _________ __, 2001. The Rights will
initially trade with, and will be inseparable from, the common stock. The Rights
are evidenced only by certificates that represent shares of common stock. New
Rights will accompany any new shares of common stock we issue after _________
__, 2001 until the Distribution Date described below.

Exercise Price. Each Right will allow its holder to purchase from our Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $___, once the Rights become exercisable. This portion
of a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.

Exercisability. The Rights will not be exercisable until

.  10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 15% or more of our
outstanding common stock, or, if earlier,

.  10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group begins a tender
or exchange offer which, if completed, would result in that person or group
becoming an Acquiring Person.

C-1

In light of FMC Corporation's substantial ownership position, the
Rights Agreement contains provisions excluding FMC Corporation from the
operation of the adverse terms of the Rights Agreement until the first time it
ceases to beneficially own at least 15% of our outstanding common stock.

We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.

Our Board may reduce the threshold at which a person or group becomes
an Acquiring Person from 15% to not less than 10% of the outstanding common
stock.

Consequences of a Person or Group Becoming an Acquiring Person.

.  Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $___, purchase shares of our
common stock with a market value of $___, based on the market price of the
common stock prior to such acquisition.

.  Flip Over. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights except
the Acquiring Person may, for $___, purchase shares of the acquiring
corporation with a market value of $___ based on the market price of the
acquiring corporation's stock, prior to such merger.

Preferred Share Provisions.

Each one one-hundredth of a Preferred Share, if issued:

.  will not be redeemable.

.  will entitle holders to quarterly dividend payments of $.01 per share, or an
amount equal to the dividend paid on one share of common stock, whichever is
greater.

.  will entitle holders upon liquidation either to receive $1 per share or an
amount equal to the payment made on one share of common stock, whichever is
greater.

.  will have the same voting power as one share of common stock.

.  if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to the
payment made on one share of common stock.

The value of one one-hundredth interest in a Preferred Share should approximate
the value of one share of common stock.

Expiration. The Rights will expire on _________ __, 2011.

C-2

Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.

Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.

Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
Rights.

C-3

Exhibit 10.4

FMC TECHNOLOGIES, INC.
INCENTIVE COMPENSATION AND STOCK PLAN
-------------------------------------

SECTION 1.  PURPOSE
-------

The purpose of the Plan is to give the Company a competitive advantage in
attracting, retaining and motivating officers, employees, directors and
consultants of the Company and its Affiliates.

SECTION 2.  DEFINITIONS
-----------

2.1  GENERAL.  For purposes of the Plan, the following terms are defined as
set forth below:

(a)  "AFFILIATE" means a corporation or other entity controlled by,
controlling or under common control with the Company, including,
without limitation, any corporation, partnership, joint venture or
other entity during any period in which at least a fifty percent (50%)
voting or profits interest is owned, directly or indirectly, by the
Company or any successor to the Company.

(b)  "ANNUAL RETAINER" means the retainer fee established by the Board and
paid to a Non-Employee Director for services on the Board for a
specified year.

(c)  "AWARD" means a Management Incentive Award, Stock Option, Stock
Appreciation Right, Performance Unit, Restricted Stock or other award
authorized under the Plan.

(d)  "AWARD CYCLE" means a period of consecutive fiscal years or portions
thereof designated by the Committee over which Awards are to be
earned.

(e)  "BOARD" means the Board of Directors of the Company.

(f)  "BUSINESS UNIT" means a unit of the business of the Company or its
Affiliates as determined by the Committee and the CEO.

(g)  "CAPITAL EMPLOYED" means operating working capital plus net property,
plant and equipment.

(h)  "CAUSE" means (1) "Cause" as defined in any Individual Agreement to
which the participant is a party, or (2) if there is no such
Individual Agreement, or, if it does not define "Cause": (A) the
participant having been convicted of, or pleading guilty or nolo
contendere to, a felony under federal or state law; (B) the Willful
and continued failure on the part of the participant to substantially
perform his or her employment duties in any material respect (other
than such failure resulting from Disability), after a written demand
for substantial performance is delivered to the participant that
specifically identifies the manner in which the Company believes the
participant has failed to perform his or her duties, and after the

participant has failed to resume substantial performance of his or her
duties within thirty (30) days of such demand; or (C) Willful and
deliberate conduct on the part of the participant that is materially
injurious to the Company or an Affiliate; or (D) prior to a Change in
Control, such other events as will be determined by the Committee. The
Committee will, unless otherwise provided in an Individual Agreement
with the participant, determine whether "Cause" exists.

(i)  "CEO" means the Company's chief executive officer.

(j)  "CHANGE IN CONTROL" and "CHANGE IN CONTROL PRICE" have the meanings
set forth in Sections 15.2 and 15.3, respectively.

(k)  "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

(l)  "COMMITTEE" means the Compensation and Organization Committee of the
Board, or such other committee as the Board may from time to time
designate.

(m)  "COMMON STOCK" means (1) the common stock of the Company, par value
$.10 per share, subject to adjustment as provided in Section 4.1
Shares Available for Issuance; or (2) if there is a merger or
consolidation and the Company is not the surviving corporation, the
capital stock of the surviving corporation given in exchange for such
common stock of the Company.

(n)  "COMPANY" means FMC Technologies, Inc., a Delaware corporation.

(o)  "COVERED EMPLOYEE" means a participant who has received a Management
Incentive Award, Restricted Stock or Performance Units, who has been
designated as such by the Committee and who is or may be a "covered
employee" within the meaning of Section 162(m)(3) of the Code in the
year in which the Management Incentive Award, Restricted Stock or
Performance Units are expected to be taxable to such participant.

(p)  "DISABILITY" means, unless otherwise provided by the Committee, (1)
"Disability" as defined in any Individual Agreement to which the
participant is a party, or (2) if there is no such Individual
Agreement, or, if it does not define "Disability," permanent and total
disability as determined under the Company's long-term disability
plan.

(q)  "DISTRIBUTION" means FMC's distribution of its controlling interest in
the Company.

(r)  "DIVIDEND EQUIVALENT RIGHTS" means the right to receive cash, Stock
Options, Restricted Stock or Performance Units, as determined by the
Committee, in an amount equal to any dividends that would have been
paid on a Stock Option, Restricted Stock or a Performance Unit, as
applicable, with Dividend Equivalent Rights if such Stock Option,
Restricted Stock or Performance Unit, as applicable, was a share of
Common Stock held by the participant on the dividend payment

Page 2

date. Unless the Committee determines that Dividend Equivalent Rights
will be paid in cash as of the dividend payment date, such Dividend
Equivalent Rights, once credited, will be converted into an equivalent
number of Stock Options, shares of Restricted Stock or Performance
Units, as applicable; provided, however, that the number of shares
subject to any Award will always be a whole number. Unless otherwise
determined by the Committee as of the dividend payment date, if a
dividend is paid in cash, the number of Stock Options, shares of
Restricted Stock or Performance Units into which a Dividend Equivalent
Right will be converted will be calculated as of the dividend payment
date, in accordance with the following formula:

(A x B)/C

in which "A" equals the number of Stock Options, shares of Restricted
Stock or Performance Units with Dividend Equivalent Rights held by the
participant on the dividend payment date, "B" equals the cash dividend
per share and "C" equals the Fair Market Value per share of Common
Stock on the dividend payment date.  Unless otherwise determined by
the Committee as of the dividend payment date, if a dividend is paid
in property other than cash, the number of Stock Options, shares of
Restricted Stock or Performance Units, as applicable into which a
Dividend Equivalent Right will be converted will be calculated, as of
the dividend payment date, in accordance with the formula set forth
above, except that "B" will equal the fair market value per share of
the property which the participant would have received if the Stock
Option, share of Restricted Stock or Performance Unit, as applicable,
with Dividend Equivalent Rights held by the participant on the
dividend payment date was a share of Common Stock.

(s)  "EFFECTIVE DATE" means ___________, 2001, the date the Plan was
adopted by the Board, subject to the approval by at least a majority
of the holders of outstanding shares of Common Stock of the Company.

(t)  "ELIGIBLE INDIVIDUALS" means officers, employees, directors and
consultants of the Company or any of its Affiliates, and prospective
employees, directors and consultants who have accepted offers of
employment, membership on a board or consultancy from the Company or
its Affiliates, who are or will be responsible for or contribute to
the management, growth or profitability of the business of the Company
or its Affiliates, as determined by the Committee.

(u)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

(v)  "EXPIRATION DATE" means the date on which an Award becomes
unexercisable and/or not payable by reason of lapse of time or
otherwise as provided in Section 6.2 Expiration Date.

(w)  "FAIR MARKET VALUE" means, except as otherwise provided by the
Committee, as of any given date, the closing price for the shares on
the New York Stock

Page 3

Exchange for the specified date (as of 4 p.m. Eastern Standard Time or
Eastern Daylight Savings Time, whichever is then in effect), or, if
the shares were not traded on the New York Stock Exchange on such
date, then on the next preceding date on which the shares were traded,
all as reported by such source as the Committee may select.

(x)  "FMC" means FMC Corporation.

(y)  "GRANT DATE" means the date designated by the Committee as the date of
grant of an Award.

(z)  "INCENTIVE STOCK OPTION" means any Stock Option designated as, and
qualified as, an "incentive stock option" within the meaning of
Section 422 of the Code.

(aa) "INDIVIDUAL AGREEMENT" means a severance, employment, consulting or
similar agreement between a participant and the Company or one of its
Affiliates.

(bb) "IPO" means the initial registered public offering by FMC of shares of
Common Stock of the Company.

(cc) "MANAGEMENT INCENTIVE AWARD" means an Award of cash, Common Stock,
Restricted Stock or a combination of cash, Common Stock and Restricted
Stock, as determined by the Committee.

(dd) "NET CONTRIBUTION" means for a Business Unit, its operating profit
after-tax, less the product of (1) a percentage as determined by the
Committee; and (2) the Business Unit's Capital Employed.

(ee) "NON-EMPLOYEE DIRECTOR" means each director of the Company who is not
otherwise an employee of the Company or its Affiliates.

(ff) "NONQUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

(gg) "NOTICE" means the written evidence of an Award granted under the Plan
in such form as the Committee will from time to time determine.

(hh) "PERFORMANCE GOALS" means the performance goals established by the
Committee in connection with the grant of Management Incentive Awards,
Restricted Stock or Performance Units as set forth in the Notice. In
the case of Qualified Performance-Based Awards, Performance Goals will
be set by the Committee within the time period prescribed by Section
162(m) of the Code and related regulations, and will be based on Net
Contribution, or such other performance criteria selected by the
Committee, including, without limitation, the Fair Market Value of the
Common Stock, the Company's or a Business Unit's market share, sales,
earnings, costs, productivity, return on equity or return on Capital
Employed.

Page 4

(ii) "PERFORMANCE UNITS" means an Award granted under Section 12
Performance Units.

(jj) "PLAN" means the FMC Technologies, Inc. Incentive Compensation and
Stock Plan, as set forth herein and as hereinafter amended from time
to time.

(kk) "QUALIFIED PERFORMANCE-BASED AWARD" means a Management Incentive
Award, an Award of Restricted Stock or an Award of Performance Units
designated as such by the Committee, based upon a determination that
(1) the recipient is or may be a Covered Employee; and (2) the
Committee wishes such Award to qualify for the Section 162(m)
Exemption.

(ll) "RESTRICTED STOCK" means an Award granted under Section 11 Restricted
Stock.

(mm) "SECTION 162(M) EXEMPTION" means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth
in Section 162(m)(4)(C) of the Code.

(nn) "SEPARATION FROM SERVICE" means the cessation of a Non-Employee
Director's service on the Board. Temporary absences from service on
the Board because of illness, vacation or leave of absence will not be
considered a Separation from Service.

(oo) "STOCK APPRECIATION RIGHT" means an Award granted under Section 10
Stock Appreciation Rights.

(pp) "STOCK OPTION" means an Award granted under Section 9 Stock Options.

(qq) "TERMINATION OF EMPLOYMENT" means the termination of the participant's
employment with, or performance of services for, the Company and any
of its Affiliates. Temporary absences from employment because of
illness, vacation or leave of absence and transfers among the Company
and its Affiliates will not be considered a Termination of Employment.

(rr) "VESTING DATE" means the date on which an Award becomes vested, and,
if applicable, fully exercisable and/or payable by or to the
participant as provided in Section 6.3 Vesting.

(ss) "WILLFUL" means any action or omission by the participant that was not
in good faith and without a reasonable belief that the action or
omission was in the best interests of the Company or its Affiliates.
Any act or omission based upon authority given pursuant to a duly
adopted resolution of the Board, or, upon the instructions of the CEO
or any other senior officer of the Company, or, based upon the advice
of counsel for the Company will be conclusively presumed to be taken
or omitted by the participant in good faith and in the best interests
of the Company and/or its Affiliates.

Page 5

2.2  OTHER DEFINITIONS. In addition, certain other terms used herein have
definitions given to them in the first place in which they are used.

SECTION 3.  ADMINISTRATION
--------------

3.1  COMMITTEE ADMINISTRATION.  The Committee is the administrator of the
Plan.  Among other things, the Committee has the authority, subject to the terms
of the Plan:

(a)  To select the Eligible Individuals to whom Awards are granted;

(b)  To determine whether and to what extent Awards are granted;

(c)  To determine the amount of each Award;

(d)  To determine the terms and conditions of any Award, including, but not
limited to, the option price, any vesting condition, restriction or
limitation regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Committee will determine;

(e)  To modify, amend or adjust the terms and conditions of any Award, at
any time or from time to time;

(f)  To determine to what extent and under what circumstances Common Stock
and other amounts payable with respect to an Award will be deferred;
and

(g)  To determine under what circumstances an Award may be settled in cash
or Common Stock or a combination of cash and Common Stock.

The Committee has the authority to adopt, alter and repeal administrative
rules, guidelines and practices governing the Plan, to interpret the terms and
provisions of the Plan, any Award, any Notice and any other agreement relating
to any Award and to take any action it deems appropriate for the administration
of the Plan.

3.2  COMMITTEE ACTION.  The Committee may act only by a majority of its
members then in office unless it allocates or delegates its authority to a
Committee member or other person to act on its behalf.  Except to the extent
prohibited by applicable law or applicable rules of a stock exchange, the
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate all or any part of its
responsibilities and powers to any other person or persons. Any such allocation
or delegation may be revoked by the Committee at any time.

Any determination made by the Committee or its delegate with respect to any
Award will be made in the sole discretion of the Committee or such delegate.
All decisions of the Committee or its delegate are final, conclusive and binding
on all parties.

3.3  BOARD AUTHORITY.  Any authority granted to the Committee may also be
exercised by the full Board. To the extent that any permitted action taken by
the Board conflicts with action taken by the Committee, the Board action will
control.  Notwithstanding anything herein 

Page 6

to the contrary, the Board is the administrator of the portion of the Plan
applicable to Non-Employee Directors.

SECTION 4.  SHARES
------

4.1  SHARES AVAILABLE FOR ISSUANCE.  The maximum number of shares of Common
Stock that may be delivered to participants and their beneficiaries under the
Plan will be 12,000,000.  Shares subject to an Award under the Plan may be
authorized and unissued shares or may be treasury shares.

The maximum number of shares of Common Stock that may be subject to
Management Incentive Awards, Restricted Stock and Performance Units is 1,000,000
shares of Common Stock.

No Award will be counted against the shares available for delivery under
the Plan if the Award is payable to the participant only in the form of cash, or
if the Award is paid to the participant in cash.

If any Award is forfeited, or if any Stock Option (and any related Stock
Appreciation Right) terminates, expires or lapses without being exercised, or if
any Stock Appreciation Right is exercised for cash, the shares of Common Stock
subject to such Awards will again be available for delivery in connection with
Awards under the Plan.  If the option price of any Stock Option granted under
the Plan is satisfied by delivering shares of Common Stock to the Company (by
either actual delivery or by attestation), only the number of shares of Common
Stock delivered to the participant, net of the shares of Common Stock delivered
or attested to, will be deemed delivered for purposes of determining the maximum
numbers of shares of Common Stock available for delivery under the Plan.  To the
extent any shares of Common Stock subject to an Award are not delivered to a
participant because such shares are used to satisfy an applicable tax-
withholding obligation, such shares will not be deemed to have been delivered
for purposes of determining the maximum number of shares of Common Stock
available for delivery under the Plan.

In the event of any corporate event or transaction, (including, but not
limited to, a change in the number of shares of Common Stock outstanding), such
as a stock split, merger, consolidation, separation, including a spin-off or
other distribution of stock or property of the Company, any reorganization
(whether or not such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation of the Company,
the Committee may make such substitution or adjustments in the aggregate number,
kind, and price of shares reserved for issuance under the Plan, and the maximum
limitation upon any Awards to be granted to any participant, in the number, kind
and price of shares subject to outstanding Awards granted under the Plan and/or
such other equitable substitution or adjustments as it may determine to be
appropriate; provided, however, that the number of shares subject to any Award
will always be a whole number.  Such adjusted price will be used to determine
the amount payable in cash or shares, as applicable, by the Company upon the
exercise of any Award.

4.2  INDIVIDUAL LIMITS.  No participant may be granted Stock Options and
Stock Appreciation Rights covering in excess of 750,000 shares of Common Stock
in any calendar 

Page 7

year. The maximum aggregate amount with respect to each Management Incentive
Award, Award of Performance Units or Award of Restricted Stock that may be
granted, or, that may vest, as applicable, in any calendar year for any
individual participant is 750,000 shares of Common Stock, or the dollar
equivalent of 750,000 shares of Common Stock.

SECTION 5.  ELIGIBILITY
-----------  

Awards may be granted under the Plan to Eligible Individuals. Incentive
Stock Options may be granted only to employees of the Company and its
subsidiaries or parent corporation (within the meaning of Section 424(f) of the
Code).

SECTION 6.  TERMS AND CONDITIONS OF AWARDS
------------------------------

6.1  GENERAL.  Awards will be in the form and upon the terms and conditions
as determined by the Committee, subject to the terms of the Plan.  The Committee
is authorized to grant Awards independent of, or in addition to other Awards
granted under the Plan.  The terms and conditions of each Award may vary from
other Awards.  Awards will be evidenced by Notices, the terms and conditions of
which will be consistent with the terms of the Plan and will apply only to such
Award.

6.2  EXPIRATION DATE.    Unless otherwise provided in the Notice, the
Expiration Date of an Award will be the earlier of the date that is ten (10)
years after the Grant Date or the date of the participant's Termination of
Employment.

6.3  VESTING.  Each Award vests and becomes fully payable, exercisable
and/or released of any restriction on the Vesting Date.  The Vesting Date of
each Award, as determined by the Committee, will be set forth in the Notice.

SECTION 7.  QUALIFIED PERFORMANCE-BASED AWARDS
----------------------------------

The Committee may designate a Management Incentive Award, or an Award of
Restricted Stock or an Award of Performance Units as a Qualified Performance-
Based Award, in which case, the Award is contingent upon the attainment of
Performance Goals.

SECTION 8.  MANAGEMENT INCENTIVE AWARDS
---------------------------

8.1  MANAGEMENT INCENTIVE AWARDS.  The Committee is authorized to grant
Management Incentive Awards, subject to the terms of the Plan.  Notices for
Management Incentive Awards will indicate the Award Cycle, any applicable
Performance Goals, any applicable designation of the Award as a Qualified
Performance-Based Award and the form of payment of the Award.

8.2  SETTLEMENT.  As soon as practicable after the later of the Vesting
Date and the date any applicable Performance Goals are satisfied, Management
Incentive Awards will be paid to the participant in cash, Common Stock,
Restricted Stock or a combination of cash, Common Stock and Restricted Stock, as
determined by the Committee. The number of shares of Common

Page 8

Stock payable under the stock portion of a Management Incentive Award will equal
the amount of such portion of the award divided by the Fair Market Value of the
Common Stock on the date of payment.

SECTION 9.  STOCK OPTIONS
-------------

9.1  STOCK OPTIONS.  The Committee is authorized to grant Stock Options,
including both Incentive Stock Options and Nonqualified Stock Options, subject
to the terms of the Plan.  Notices will indicate whether the Stock Option is
intended to be an Incentive Stock Option or a Nonqualified Stock Option, the
option price, the term and the number of shares to which it pertains. To the
extent that any Stock Option is not designated as an Incentive Stock Option, or,
even if so designated does not qualify as an Incentive Stock Option on or
subsequent to its Grant Date, it will constitute a Nonqualified Stock Option.

9.2  OPTION PRICE.  The option price per share of Common Stock purchasable
under a Stock Option will be determined by the Committee and will not be less
than the Fair Market Value of the Common Stock subject to the Stock Option on
the Grant Date; provided, however, that a Stock Option granted in connection
with the IPO may be granted at an option price equal to the initial price at
which Common Stock is offered to the public in the IPO.

9.3  INCENTIVE STOCK OPTIONS.  The terms of the Plan addressing Incentive
Stock Options and each Incentive Stock Option will be interpreted in a manner
consistent with Section 422 of the Code and all valid regulations issued
thereunder.

9.4  EXERCISE.  Stock Options will be exercisable at such time or times and
subject to the terms and conditions set forth in the Notice. A participant can
exercise a Stock Option, in whole or in part, at any time on or after the
Vesting Date and before the Expiration Date by giving written notice of exercise
to the Company specifying the number of shares of Common Stock subject to the
Stock Option to be purchased. Such notice will be accompanied by payment in full
to the Company of the option price by certified or bank check or such other cash
equivalent instrument as the Company may accept. If approved by the Committee,
payment in full or in part may also be made in the form of Common Stock (by
delivery of such shares or by attestation) already owned by the optionee of the
same class as the Common Stock subject to the Stock Option, based on the Fair
Market Value of the Common Stock on the date the Stock Option is exercised.
Notwithstanding the foregoing, the right to make payment in the form of already
owned shares of Common Stock applies only to shares that have been held by the
optionee for at least six (6) months at the time of exercise or that were
purchased on the open market.

If approved by the Committee, payment in full or in part may also be made
by delivering a properly executed exercise notice to the Company, together with
a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds necessary to pay the option price,
and, if requested, by the amount of any federal, state, local or foreign
withholding taxes.  To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage firms.  The
Committee may also provide for Company loans to be made for purposes of the
exercise of Stock Options.

Page 9

9.5  SETTLEMENT.  As soon as practicable after the exercise of a Stock
Option, the Company will deliver to or on behalf of the optionee certificates of
Common Stock for the number of shares purchased.  No shares of Common Stock will
be issued until full payment therefor has been made.  Except as otherwise
provided in Section 9.8 Deferral of Stock Options Shares below, an optionee will
have all of the rights of a stockholder of the Company holding Common Stock,
including, but not limited to, the right to vote the shares and the right to
receive dividends, when the optionee has given written notice of exercise, has
paid in full for such shares and, if requested, has given the representation
described in Section 19 General Provisions.  The Committee may give optionees
Dividend Equivalent Rights.

9.6  NONTRANSFERABILITY.  No Stock Option will be transferable by the
optionee other than by will or by the laws of descent and distribution. All
Stock Options will be exercisable, subject to the terms of the Plan, only by the
optionee, the guardian or legal representative of the optionee, or any person to
whom such Stock Option is transferred pursuant to this paragraph, it being
understood that the term "holder" and "optionee" include such guardian, legal
representative and other transferee. No Stock Option will be subject to
execution, attachment or other similar process.

Notwithstanding anything herein to the contrary, the Committee may permit a
participant at any time prior to his or her death to assign all or any portion
without consideration therefor of a Nonqualified Stock Option to:

(a)  The participant's spouse or lineal descendants;

(b)  The trustee of a trust for the primary benefit of the participant and
his or her spouse or lineal descendants, or any combination thereof;

(c)  A partnership of which the participant, his or her spouse and/or
lineal descendants are the only partners;

(d)  Custodianships under the Uniform Transfers to Minors Act or any other
similar statute; or

(e)  Upon the termination of a trust by the custodian or trustee thereof,
or the dissolution or other termination of the family partnership or
the termination of a custodianship under the Uniform Transfers to
Minors Act or any other similar statute, to the person or persons who,
in accordance with the terms of such trust, partnership or
custodianship are entitled to receive the Nonqualified Stock Option
held in trust, partnership or custody.

In such event,  the spouse, lineal descendant, trustee, partnership or
custodianship will be entitled to all of the participant's rights with respect
to the assigned portion of the Nonqualified Stock Option, and such portion will
continue to be subject to all of the terms, conditions and restrictions
applicable to the Nonqualified Stock Option.

9.7  CASHING OUT.  On receipt of written notice of exercise, the Committee
may elect to cash out all or part of the portion of the shares of Common Stock
for which a Stock Option is being exercised by paying the optionee an amount, in
cash or Common Stock, equal to the excess

Page 10

of the Fair Market Value of the Common Stock over the option price times the
number of shares of Common Stock for which the Stock Option is being exercised
on the effective date of such cash-out. In addition, notwithstanding any other
provision of the Plan, the Committee, either on the Grant Date or thereafter,
may give a participant the right to voluntarily cash-out the participant's
outstanding Stock Options, whether or not then vested, during the sixty (60)-day
period following a Change in Control. A participant who has such a cash-out
right and elects to cash-out Stock Options may do so during the sixty (60)-day
period following a Change in Control by giving notice to the Company to elect to
surrender all or part of the Stock Option to the Company and to receive cash,
within thirty (30) days of such election, in an amount equal to the amount by
which the Change in Control Price per share of Common Stock on the date of such
election exceeds the exercise price per share of Common Stock under the Stock
Option multiplied by the number of shares of Common Stock granted under the
Stock Option as to which this cash-out right is exercised. Notwithstanding the
foregoing, if any cash-out right would make a Change in Control transaction
ineligible for pooling-of-interests accounting, the Committee may eliminate or
modify such cash-out right.

9.8  DEFERRAL OF STOCK OPTION SHARES.  The Committee may from time to time
establish procedures pursuant to which an optionee may elect to defer, until a
time or times later than the exercise of a Stock Option, receipt of all or a
portion of the shares of Common Stock subject to such Stock Option and/or to
receive cash at such later time or times in lieu of such deferred shares, all on
such terms and conditions as the Committee will determine. If any such deferrals
are permitted, an optionee who elects such deferral will not have any rights as
a stockholder with respect to such deferred shares unless and until shares are
actually delivered to the optionee with respect thereto, except to the extent
otherwise determined by the Committee.

SECTION 10.  STOCK APPRECIATION RIGHTS
-------------------------

10.1  STOCK APPRECIATION RIGHTS.  The Committee is authorized to grant
Stock Appreciation Rights, subject to the terms of the Plan. Stock Appreciation
Rights granted with a Nonqualified Stock Option may be granted either on or
after the Grant Date. Stock Appreciation Rights granted with an Incentive Stock
Option may be granted only on the Grant Date of such Stock Option. Notices of
Stock Appreciation Rights granted with Stock Options may be incorporated into
the Notice of the Stock Option. Notices of Stock Appreciation Rights will
indicate whether the Stock Appreciation Right is independent of any Award or
granted with a Stock Option, the price, the term, the method of exercise and the
form of payment.

10.2  EXERCISE.  A participant can exercise Stock Appreciation Rights, in
whole or in part, at any time after the Vesting Date and before the Expiration
Date, or, with respect to Stock Appreciation Rights granted in connection with
any Stock Option, at such time or times and to the extent that the Stock Options
to which they relate are exercisable, by giving written notice of exercise to
the Company specifying the number of Stock Appreciation Rights to be exercised.
A Stock Appreciation Right granted with a Stock Option may be exercised by an
optionee by surrendering any applicable portion of the related Stock Option in
accordance with procedures established by the Committee. To the extent provided
by the Committee, Stock Options which have been so surrendered will no longer be
exercisable to the extent the related Stock Appreciation Rights have been
exercised.

Page 11

10.3  SETTLEMENT.  As soon as practicable after the exercise of a Stock
Appreciation Right, an optionee will be entitled to receive an amount in cash,
shares of Common Stock or a combination of cash and shares of Common Stock, as
determined by the Committee, in value equal to the excess of the Fair Market
Value on the date of exercise of one share of Common Stock over the Stock
Appreciation Right price per share multiplied by the number of shares in respect
of which the Stock Appreciation Right is being exercised. Upon the exercise of a
Stock Appreciation Right granted with any Stock Option, the Stock Option or part
thereof to which such Stock Appreciation Right is related will be deemed to have
been exercised for the purpose of the limitation set forth in Section 4 Shares
on the number of shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares delivered upon the exercise of the Stock
Appreciation Right.

10.4  NONTRANSFERABILITY.  Stock Appreciation Rights will be transferable
only to the extent they are granted with any Stock Option, and only to permitted
transferees of such underlying Stock Option in accordance with the
Nontransferability provisions of Section 9.

SECTION 11.  RESTRICTED STOCK
-----------------

11.1  RESTRICTED STOCK.  The Committee is authorized to grant Restricted
Stock, subject to the terms of the Plan. Notices for Restricted Stock may be in
the form of a Notice and book-entry registration or issuance of one or more
stock certificates. Any certificate issued in respect of shares of Restricted
Stock will be registered in the name of such participant and will bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:

"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions, including, but
not limited to, forfeiture of the FMC Technologies, Inc. Incentive
Compensation and Stock Plan and a Restricted Stock Notice.  Copies of such
Plan and Notice are on file at the offices of FMC Technologies, Inc."

The Committee may require that the certificates evidencing such shares be
held in custody by the Company until the restrictions thereon will have lapsed
and that, as a condition of any Award of Restricted Stock, the participant will
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award. The Notice or certificates will indicate any applicable
Performance Goals, any applicable designation of the Restricted Stock as a
Qualified Performance-Based Award and the form of payment.

11.2  PARTICIPANT RIGHTS.  Subject to the terms of the Plan and the Notice
or certificate of Restricted Stock, the participant will not be permitted to
sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock
until the later of the Vesting Date and the date any applicable Performance
Goals are satisfied. Notwithstanding the foregoing, a participant may pledge
Restricted Stock as security for a loan to obtain funds to pay the option price
for Stock Options. Except as provided in the Plan and the Notice or certificate
of the Restricted Stock, the participant will have, with respect to the shares
of Restricted Stock, all of the rights of a stockholder of the Company holding
Common Stock, including, but not limited to, the right to vote the shares and
Dividend Equivalent Rights, if so granted.

Page 12

11.3  SETTLEMENT.  As soon as practicable after the later of the Vesting
Date and the date any applicable Performance Goals are satisfied and prior to
the Expiration Date, unlegended certificates for such shares of Common Stock
will be delivered to the participant upon surrender of any legended
certificates, if applicable.

SECTION 12.  PERFORMANCE UNITS
-----------------

12.1  PERFORMANCE UNITS.  The Committee is authorized to grant Performance
Units, subject to the terms of the Plan. Notices of Performance Units will
indicate any applicable Performance Goals, any applicable designation of the
Award as a Qualified Performance-Based Award and the form of payment.

12.2  SETTLEMENT.  As soon as practicable after the later of the Vesting
Date and the date any applicable Performance Goals are satisfied, Performance
Units will be paid in the manner as provided in the Notice. Payment of
Performance Units will be made in an amount of cash equal to the Fair Market
Value of one share of Common Stock multiplied by the number of Performance Units
earned or, if applicable, in a number of shares of Common Stock equal to the
number of Performance Units earned, each as determined by the Committee. The
Committee may at or after the Grant Date give the participant a right to defer
receipt of cash or shares in settlement of Performance Units for a specified
period or until a specified event. Subject to any exceptions adopted by the
Committee, an election by a participant to defer must be made before the
commencement of the Award Cycle for the Performance Units.

SECTION 13.  OTHER AWARDS
------------

The Committee is authorized to make, either alone or in conjunction with
other Awards, Awards of cash or Common Stock and Awards that are valued in
whole or in part by reference to, or are otherwise based upon, Common Stock,
including, without limitation, convertible debentures.

SECTION 14.  NON-EMPLOYEE DIRECTOR AWARDS
----------------------------

14.1  ANNUAL RETAINER.  Each Non-Employee Director will receive an Annual
Retainer in such amount as will be determined from time to time by the Board.
Until changed by resolution of the Board, the Grant Date of the Annual Retainer
will be May 1 of each year, and the amount of the Annual Retainer will be
$40,000, $25,000 of which will be paid in the form of Performance Units on the
Grant Date and the remainder of which will be paid in cash in quarterly
installments at the end of each calendar quarter. Not less than sixty (60) days
prior to the close of the Grant Date of the Annual Retainer, each Non-Employee
Director may elect to defer all of his or her remaining Annual Retainer to be
paid in the form of Performance Units by providing written notice of such
election to the Company. The number of Performance Units constituting the Annual
Retainer for each Non-Employee Director will be equal to the number obtained by
dividing $25,000 plus the portion of his or her remaining Annual Retainer that
he or she elected to defer by the Fair Market Value of the Common Stock on the
Grant Date.

Page 13

14.2  ANNUAL AWARD.  In addition to the Annual Retainer, the Board has the
authority to grant Non-Employee Directors Stock Options, Restricted Stock or
Performance Units, subject to the terms of the Plan.

14.3  MEETING FEES.  Each Non-Employee Director will receive a meeting fee
in such amount as will be determined from time to time by the Board for
attending each meeting of the Board and its committees, including extraordinary
and special meetings. Until changed by resolution of the Board, the meeting fee
will be $1,000 per meeting, payable in cash at the end of each calendar quarter.

14.4  COMMITTEE CHAIRMAN FEES.  Each Non-Employee Director who serves as a
chairman of a committee of the Board will receive a committee chairman fee in
such amount as determined by the Board for the tenure of such service. Until
changed by resolution of the Board, the committee chairman fee will be paid in
cash at an annualized rate of $4,000 in equal installments at the end of each
calendar quarter.

14.5  VESTING.  Awards granted to Non-Employee Directors will have a
Vesting Date as determined by the Board. Unless otherwise provided in the Award,
such Vesting Date will be the date of the Company's annual stockholder's meeting
next following the Grant Date.

14.6  SEPARATION FROM SERVICE.  Except as provided below, if a Non-Employee
Director has a Separation from Service prior to the Vesting Date of a
Performance Unit, any unvested Performance Units are forfeited and all further
rights of the Non-Employee Director to or with respect to such Performance Units
terminate. If a Non-Employee Director dies while serving as a director of the
Company, any vested Performance Units will be paid to the person designated in
the Non-Employee Director's last will and testament or, in the absence of such
designation, to his or her estate. Any unvested Performance Units will vest and
become payable in a proportionate amount, based upon the full months of service
completed during the vesting period from the Grant Date to the date of death.
Any unvested Performance Units vest and become immediately payable upon a Change
in Control.

14.7  SETTLEMENT.  Payments with respect to Performance Units of a Non-
Employee Director will be made in shares of Common Stock issued to the Non-
Employee Director as soon as practicable after his or her Separation from
Service. Performance Units will be valued using the Fair Market Value of Common
Stock on the last business day of his or her service on the Board.
Notwithstanding anything herein to the contrary, payments made upon the
occurrence of a Change in Control will be made in a single lump sum cash payment
in an amount calculated by using the Change in Control Price multiplied by the
number of shares of Common Stock relating to the Performance Units with respect
to which such payment is made.

SECTION 15.  CHANGE IN CONTROL
-----------------

15.1  IMPACT OF CHANGE IN CONTROL.  Notwithstanding any other
provision of the Plan to the contrary, in the event of a Change in Control, as
of the date such Change in Control is determined to have occurred, any
outstanding:

Page 14

(a)  Stock Options and Stock Appreciation Rights become fully exercisable
and vested to the full extent of the original grant;

(b)  Restricted Stock becomes free of all restrictions and deferral
limitations and becomes fully vested and transferable to the full
extent of all or a portion of the maximum amount of the original grant
as provided in the Notice, or, if not provided in the Notice, as
determined by the Committee;

(c)  Performance Units are considered earned and payable to the full extent
of all or a portion of the maximum amount of the original grant as
provided in the Notice, or, if not provided in the Notice, as
determined by the Committee, any deferral or other restrictions lapse
and such Performance Units will be settled in cash or Common Stock, as
determined by the Committee, as promptly as is practicable following
the Change in Control; and

(d)  Management Incentive Awards become fully vested to the full extent of
all or a portion of the maximum amount of the original grant as
provided in the Notice, or, if not provided in the Notice, as
determined by the Committee, and such Management Incentive Awards will
be settled in cash or Common Stock, as determined by the Committee, as
promptly as is practicable following the Change in Control.

The Committee may also make additional substitutions, adjustments and/or
settlements of outstanding Awards as it deems appropriate and consistent with
the Plan's purposes.

15.2 DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a "Change
in Control" will mean the happening of any of the following events:

(a)  An acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of twenty percent (20%) or more of either (1)
the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (2) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company
Voting Securities"); excluding, however, the following: (A) any
acquisition directly from the Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Company, (B)
any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any entity controlled by the Company, or (D) any acquisition
pursuant to a transaction which complies with Subsections (1), (2) and
(3) of Subsection (c) of this Section 15.2;

(b)  A change in the composition of the Board such that the individuals
who, as of the Effective Date, constitute the Board (such Board will
be hereinafter referred to as the "Incumbent Board") cease for any
reason to constitute at least a majority of

Page 15

the Board; provided, however, for purposes of this Section 15.2, that
any individual who becomes a member of the Board subsequent to the
Effective Date, whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a majority
of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this
proviso) will be considered as though such individual were a member of
the Incumbent Board; but, provided further, that any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board will not be so considered as a
member of the Incumbent Board;

(c)  Consummation of a reorganization, merger or consolidation, sale or
other disposition of all or substantially all of the assets of the
Company, or acquisition by the Company of the assets or stock of
another entity ("Corporate Transaction"); excluding, however, such a
Corporate Transaction pursuant to which (1) all or substantially all
of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than
sixty percent (60%) of, respectively, the outstanding shares of common
stock, and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially
all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (2) no Person (other than the Company,
any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Corporate Transaction) will
beneficially own, directly or indirectly, twenty percent (20%) or more
of, respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the combined
voting power of the outstanding voting securities of such corporation
entitled to vote generally in the election of directors except to the
extent that such ownership existed prior to the Corporate Transaction,
and (3) individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate
Transaction; or

(d)  The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

In addition, a Change in Control will be deemed to occur upon a change in
control of FMC, as determined under the change in control provisions of FMC's
executive severance plan, if at the time of its change in control, FMC owns more
than fifty percent (50%) of the

Page 16

Outstanding Company Common Stock. Notwithstanding the foregoing, neither the
IPO, nor the Distribution will be treated as a Change in Control of the Company.

15.3  CHANGE IN CONTROL PRICE.  For purposes of the Plan, "Change in
Control Price" means the higher of (a) the highest reported sales price, regular
way, of a share of Common Stock in any transaction reported on the New York
Stock Exchange or other national exchange on which such shares are listed during
the sixty (60)-day period prior to and including the date of a Change in
Control; or (b) if the Change in Control is the result of a tender or exchange
offer or a Corporate Transaction, the highest price per share of Common Stock
paid in such tender or exchange offer or Corporate Transaction; provided,
however, that in the case of Incentive Stock Options and Stock Appreciation
Rights relating to Incentive Stock Options, the Change in Control Price will be
in all cases the Fair Market Value of the Common Stock on the date such
Incentive Stock Option or Stock Appreciation Right is exercised. To the extent
that the consideration paid in any such transaction described above consists all
or in part of securities or other noncash consideration, the value of such
securities or other noncash consideration will be determined by the Committee.

SECTION 16.  FORFEITURE OF AWARDS
--------------------

Notwithstanding anything in the Plan to the contrary, the Committee may, in
the event of serious misconduct by a participant (including, without limitation,
any misconduct prejudicial to or in conflict with the Company or its Affiliates,
or any Termination of Employment for Cause), or any activity of a participant in
competition with the business of the Company or any Affiliate, (a) cancel any
outstanding Award granted to such participant, in whole or in part, whether or
not vested or deferred, and/or (b) if such conduct or activity occurs within one
year following the exercise or payment of an Award, require such participant to
repay to the Company any gain realized or payment received upon the exercise or
payment of such Award (with such gain or payment valued as of the date of
exercise or payment).  Such cancellation or repayment obligation will be
effective as of the date specified by the Committee.  Any repayment obligation
may be satisfied in Common Stock or cash or a combination thereof (based upon
the Fair Market Value of Common Stock on the day of payment), and the Committee
may provide for an offset to any future payments owed by the Company or any
Affiliate to the participant if necessary to satisfy the repayment obligation.
The determination of whether a participant has engaged in a serious breach of
conduct or any activity in competition with the business of the Company or any
Affiliate will be made by the Committee in good faith.  This Section 16 will
have no application following a Change in Control.

SECTION 17.  AMENDMENT AND TERMINATION
-------------------------

The Committee may amend, alter, or discontinue the Plan or any Award,
prospectively or retroactively, but no amendment, alteration or discontinuation
may impair the rights of a recipient of any Award without the recipient's
consent, except such an amendment made to comply with applicable law, stock
exchange rules or accounting rules.

No amendment will be made without the approval of the Company's
stockholders to the extent such approval is required by applicable law or stock
exchange rules, or, to the extent such 

Page 17

amendment increases the number of shares available for delivery under the Plan,
or changes the option price after the Grant Date.

SECTION 18.  UNFUNDED STATUS OF PLAN
-----------------------

It is presently intended that the Plan constitutes an "unfunded" plan for
incentive and deferred compensation.  The Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Common Stock or make payments; provided, however, that unless the
Committee otherwise determines, the existence of such trusts or other
arrangements will be consistent with the "unfunded" status of the Plan.

SECTION 19.  GENERAL PLAN PROVISIONS
-----------------------

19.1  GENERAL PROVISIONS. The Plan will be administered in accordance with
the following provisions and any other rule, guideline and practice determined
by the Committee:

(a)  Each person purchasing or receiving shares pursuant to an Award may be
required to represent to and agree with the Company in writing that he
or she is acquiring the shares without a view to the distribution of
the shares.

(b)  The certificates for shares issued under an Award may include any
legend which the Committee deems appropriate to reflect any
restrictions on transfer.

(c)  Notwithstanding any other provision of the Plan, any Award, any Notice
or any other agreements made pursuant thereto, the Company is not
required to issue or deliver any shares of Common Stock prior to
fulfillment of all of the following conditions:

(i)   Listing or approval for listing upon notice of issuance, of such
shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be the principal market
for the Common Stock; 

(ii)  Any registration or other qualification of such shares of the
Company under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Committee deems necessary or advisable;
and

(iii) Obtaining any other consents, approval, or permit from any state
or federal governmental agency which the Committee deems
necessary or advisable.

(d)  The Company will not issue fractions of shares. Whenever, under the
terms of the Plan, a fractional share would otherwise be required to
be issued, the participant will be paid at Fair Market Value for such
fractional share by rounding down the number of shares received to the
nearest whole number and paying in cash the value of the fractional
share.

Page 18

(e)  In the case of a grant of an Award to any Eligible Individual of an
Affiliate of the Company, the Company may, if the Committee so
directs, issue or transfer the shares of Common Stock, if any, covered
by the Award to the Affiliate, for such lawful consideration as the
Committee may specify, upon the condition or understanding that the
Affiliate will transfer the shares of Common Stock to the Eligible
Individual in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan. All shares of Common
Stock underlying Awards that are forfeited or canceled revert to the
Company.

19.2  EMPLOYMENT.  The Plan will not constitute a contract of employment,
and adoption of the Plan will not confer upon any employee any right to
continued employment, nor will it interfere in any way with the right of the
Company or an Affiliate to terminate at any time the employment of any employee
or the membership of any director on a board of directors or any consulting
arrangement with any Eligible Individual.

19.3  TAX WITHHOLDING OBLIGATIONS.  No later than the date as of which an
amount first becomes includible in the gross income of the participant for
federal income tax purposes with respect to any Award under the Plan, the
participant will pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Company, withholding obligations may be settled with
Common Stock, including Common Stock that is part of the Award that gives rise
to the withholding requirement; provided, that not more than the legally
required minimum withholding may be settled with Common Stock. The obligations
of the Company under the Plan will be conditional on such payment or
arrangements, and the Company and its Affiliates will, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of
withholding obligations with Common Stock.

19.4  BENEFICIARIES.  The Committee will establish such procedures as it
deems appropriate for a participant to designate a beneficiary to whom any
amounts payable in the event of the participant's death are to be paid or by
whom any rights of the participant, after the participant's death, may be
exercised.

19.5  GOVERNING LAW.  The Plan and all Awards made and actions taken
thereunder will be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws.
Notwithstanding anything herein to the contrary, in the event an Award is
granted to Eligible Individual who is employed or providing services outside the
United States and who is not compensated from a payroll maintained in the United
States, the Committee may modify the provisions of the Plan and/or any such
Award as they pertain to such individual to comply with and account for the tax
and accounting rules of the applicable foreign law so as to maintain the benefit
intended to be provided to such participant under the Award.

19.6  NONTRANSFERABILITY.  Except as otherwise provided in Section 9 Stock
Options and Section 10 Stock Appreciation Rights, or by the Committee, Awards
under the Plan are not transferable except by will or by laws of descent and
distribution.

Page 19

19.7  SEVERABILITY.  Wherever possible, each provision of the Plan and of
each Award and of each Notice will be interpreted in such a manner as to be
effective and valid under applicable law. If any provision of the Plan, any
Award or any Notice is found to be prohibited by or invalid under applicable
law, then (a) such provision will be deemed amended to and to have contained
from the outset such language as will be necessary to accomplish the objectives
of the provision as originally written to the fullest extent permitted by law;
and (b) all other provisions of the Plan and any Award will remain in full force
and effect.

19.8  STRICT CONSTRUCTION.  No rule of strict construction will be applied
against the Company, the Committee or any other person in the interpretation of
the terms of the Plan, any Award, any Notice, any other agreement or any rule or
procedure established by the Committee.

19.9  STOCKHOLDER RIGHTS.  Except as otherwise provided herein, no
participant will have dividend, voting or other stockholder rights by reason of
a grant of an Award or a settlement of an Award in cash.

Page 20

Exhibit 21.1

LIST OF SIGNIFICANT SUBSIDIARIES OF FMC TECHNOLOGIES, INC.

COMPANY(1)                                               ORGANIZED UNDER LAWS OF

Direct Measurement Corporation                             Colorado
EMD SA de CV                                               Mexico
FA Sening GmbH                                             Germany
FMC Airline Equipment Europe SA                            Spain
FMC Argentina SA                                           Argentina
FMC Australia Ltd.                                         Australia
FMC Corporation UK Ltd.                                    United Kingdom
FMC Corporation UK Pension Plan                            United Kingdom
FMC do Brasil Industria e Comercio SA                      Brazil
FMC Europe NV                                              Belgium
FMC Europe SA                                              France
FMC Food Machinery SA                                      France
FMC Food Tech NZ Ltd                                       New Zealand
FMC Food Tech SL                                           Spain
FMC Funding Corporation                                    Delaware
FMC GmbH                                                   Germany
FMC Hong Kong Ltd.                                         Hong Kong
FMC International AG                                       Switzerland
FMC Italia SpA                                             Italy
FMC KK                                                     Japan
FMC Kongsberg International AG                             Switzerland
FMC Kongsberg Service Ltd.                                 United Kingdom
FMC Offshore Canada Company                                Canada
FMC Petroleum Equipment Malaysia Sdn. Bhd.                 Malaysia
FMC Productos Y Servicios SP de CV                         Mexico
FMC Sanmar Ltd.                                            India
FMC South Africa Pty. Ltd.                                 South Africa
FMC Southeast Asia Pte. Ltd.                               Singapore
FMC Thailand Ltd                                           Thailand
FMC Wellhead de Venezuela SA                               Venezuela
FMC Wellhead Equipment Sdn. Bhd.                           Malaysia
Food Machinery Coordination Center SA                      Belgium
Frigoscandia Equipment AB                                  Delaware
Frigoscandia Equipment Iberica SL                          Spain
Frigoscandia Equipment Inc                                 Delaware
Frigoscandia Equipment Pte. Ltd.                           Singapore
Frigoscandia Equipment Pty. Ltd.                           Australia
Frigoscandia Equipment SA                                  France
Key Technology Corporation                                 [STATE]
Kongsberg Offshore A/S                                     Norway
MODEC International LLC                                    Delaware
---------------------------------
(1) The names of various active and inactive subsidiaries have been omitted.
Such subsidiaries, considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary.

Potato Processing Machinery AB                             Delaware
PT FMC Santana Petroleum Equipment                         Indonesia
Smith Meter GmbH                                           Germany
Smith Meter Inc.                                           Delaware
SOFEC, Inc                                                 Texas

2

EXHIBIT 23.1

[KPMG LLP LETTERHEAD]

The Board of Directors and Stockholder
FMC Technologies, Inc.:

We consent to the use in the registration statement on Form S-1/A of FMC
Technologies, Inc. of our report dated February 9, 2001, with respect to the
combined balance sheets of FMC Technologies, Inc. as of December 31, 1999 and
2000, and the related combined statements of income, cash flows and changes in
stockholder's equity for each of the years in the three-year period ended
December 31, 2000, and to the reference to our firm under the heading "Experts"
in the prospectus.     

/s/ KPMG LLP

Chicago, Illinois

April 2, 2001     

Exhibit 24.2

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature
appears below, as a director or officer of the registrant, does hereby make,
constitute and appoint Stephanie K. Kushner, Randall S. Ellis and Steven H.
Shapiro, or any one of them acting alone, his lawful at-torneys, with full power
of substitution and resubstitution, in his name, place and stead, in any and all
capacities, to execute and sign this registration statement on Form S-1 for the
registration of shares of common stock of the registrant, par value $0.01 per
share, and any associated pre-ferred share purchase rights to be issued in the
initial public offering by the registrant, any regis-tration statement for the
same offering that is to be effective upon filing pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and any and all
amendments or post-effective amendments to this registration statement, with all
exhibits and any and all documents required to be filed with respect thereto
with the Securities and Exchange Commission or any regulatory authority, giving
and granting unto said attorneys full power and authority to do and perform such
actions as fully as they might have done or could do if personally present and
exe-cuting any of said documents.

/s/ Ronald D. Mambu
--------------------------------------
Name:     Ronald D. Mambu
Position: Controller and
Principal Accounting Officer

Exhibit 99.1

CONSENT OF PERSON NAMED AS
ABOUT TO BECOME A DIRECTOR

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby consents to be named as a person about to become
a director of FMC Technologies, Inc., a Delaware corporation, in its
Registration Statement on Form S-1 of the Company (File No. 333-55920) and any
amendments thereto.

/s/ Mike R. Bowlin         
--------------------
Name: Mike R. Bowlin

Dated:    , 2001

Exhibit 99.2

CONSENT OF PERSON NAMED AS
ABOUT TO BECOME A DIRECTOR

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby consents to be named as a person about to become
a director of FMC Technologies, Inc., a Delaware corporation, in its
Registration Statement on Form S-1 of the Company (File No. 333-55920) and any
amendments thereto.

/s/ B.A. Bridgewater, Jr. 
---------------------------
Name: B.A. Bridgewater, Jr.

Dated:    , 2001

Exhibit 99.3

CONSENT OF PERSON NAMED AS
ABOUT TO BECOME A DIRECTOR

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby consents to be named as a person about to become
a director of FMC Technologies, Inc., a Delaware corporation, in its
Registration Statement on Form S-1 of the Company (File No. 333-55920) and any
amendments thereto.

/s/ Asbjorn Larsen 
-------------------------
Name: Asbjorn Larsen

Dated:    , 2001

Exhibit 99.4

CONSENT OF PERSON NAMED AS
ABOUT TO BECOME A DIRECTOR

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby consents to be named as a person about to become
a director of FMC Technologies, Inc., a Delaware corporation, in its
Registration Statement on Form S-1 of the Company (File No. 333-55920) and any
amendments thereto.

/s/ Edward J. Mooney 
-------------------------
Name: Edward J. Mooney

Dated:    , 2001

Exhibit 99.5

CONSENT OF PERSON NAMED AS
ABOUT TO BECOME A DIRECTOR

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby consents to be named as a person about to become
a director of FMC Technologies, Inc., a Delaware corporation, in its
Registration Statement on Form S-1 of the Company (File No. 333-55920) and any
amendments thereto.

/s/ William J. Reilly 
-------------------------
Name: William J. Reilly

Dated:    , 2001

Exhibit 99.6

CONSENT OF PERSON NAMED AS
ABOUT TO BECOME A DIRECTOR

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby consents to be named as a person about to become
a director of FMC Technologies, Inc., a Delaware corporation, in its
Registration Statement on Form S-1 of the Company (File No. 333-55920) and any
amendments thereto.

/s/ James M. Ringler 
-------------------------
Name: James M. Ringler

Dated:    , 2001

Exhibit 99.7

CONSENT OF PERSON NAMED AS
ABOUT TO BECOME A DIRECTOR

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby consents to be named as a person about to become
a director of FMC Technologies, Inc., a Delaware corporation, in its
Registration Statement on Form S-1 of the Company (File No. 333-55920) and any
amendments thereto.

/s/ James R. Thompson 
-------------------------
Name: James R. Thompson

Dated:    , 2001