UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-2376
FMC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 36-4412642 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
1803 Gears Road, Houston, Texas |
77067 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: | 281/591-4000 |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered | |
Common Stock, $0.01 par value |
New York Stock Exchange | |
Preferred Share Purchase Rights |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES x NO ¨
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANTS KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. ¨
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS DEFINED IN RULE 12b-2 OF THE ACT). YES x NO ¨
THE AGGREGATE MARKET VALUE OF THE REGISTRANTS COMMON STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT, DETERMINED BY MULTIPLYING THE OUTSTANDING SHARES ON JUNE 30, 2003, BY THE CLOSING PRICE ON SUCH DAY OF $21.05 AS REPORTED ON THE NEW YORK STOCK EXCHANGE, WAS $1,273,646,000.*
THE NUMBER OF SHARES OF THE REGISTRANTS COMMON STOCK, $0.01 PAR VALUE, OUTSTANDING AS OF FEBRUARY 27, 2004 WAS 66,905,385.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT |
FORM 10-K REFERENCE | |
Portions of 2003 Annual Report to Stockholders |
Part I, Item 1; Part II, Items 5, 6, 7, 7A and 8 | |
Portions of Proxy Statement for the 2004 Annual Meeting of Stockholders |
Part II, Item 5; Part III |
* | Excludes 5,590,504 shares of the registrants Common Stock held by directors, officers and holders of more than 5% of the registrants Common Stock as of June 30, 2003. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant. |
PART I
FMC Technologies, Inc. (the Company) was incorporated in 2000 under Delaware law and has its principal executive offices at 1803 Gears Road, Houston, Texas 77067. As used in this report, except where otherwise stated or indicated by the context, the Company means the Company and its consolidated subsidiaries.
ITEM 1. | BUSINESS |
General Development of Business
Information required by this item is incorporated herein by reference from Note 1 and Note 4 to the Companys consolidated financial statements on pages 58, and 62 through 64, respectively, of the 2003 Annual Report to Stockholders.
Financial Information About Segments
Information required by this item is incorporated herein by reference from Note 21 to the Companys consolidated financial statements on pages 85 through 88 of the 2003 Annual Report to Stockholders.
Narrative Description of Business
The Company is a global leader providing mission-critical solutions, based on innovative, industry-leading technologies, for the energy, food processing, and air transportation industries. The Company designs, manufactures and services sophisticated machinery and systems for its customers through its Energy Systems (comprising Energy Production Systems and Energy Processing Systems), FoodTech and Airport Systems business segments.
Information required by this item is incorporated herein by reference from pages 10 through 29 of the 2003 Annual Report to Stockholders.
Principal Products
Information required by this item is incorporated herein by reference from the section entitled Strategic Outlook on pages 28 and 29 of the 2003 Annual Report to Stockholders and from Note 21 to the Companys consolidated financial statements on page 86 of the 2003 Annual Report to Stockholders.
Sources and Availability of Raw Materials
The Company purchases carbon steel, stainless steel, aluminum and steel castings and forgings both domestically and internationally.
The Company does not use single source suppliers for the majority of its raw material purchases and believes the available supplies of raw materials are adequate. Moreover, raw materials essential to the Companys businesses are generally readily available.
Patents, Trademarks and Licenses
The Company owns a number of U.S. and foreign patents, trademarks and licenses that are cumulatively important to its businesses. The Company has approximately 2,000 issued patents and pending patent applications worldwide. Further, the Company licenses certain intellectual property rights to or from third parties. The Company also owns numerous U.S. and foreign trademarks and trade names and has approximately 800 registrations and pending applications in the United States and abroad. The Company does not believe that the loss of any one or group of related patents, trademarks or licenses would have a material adverse effect on the overall business of the Company.
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Seasonality
Airport Systems sales of deicers are usually greater in the fourth quarter of each year, as customers prepare for severe winter weather. In addition, due to the seasonal nature of fruit and vegetable production, sales of certain FoodTech products are typically greater in the second and fourth quarters of each year.
Energy Processing Systems sales are typically higher in the second half of the fiscal year, primarily attributable to increased seasonal demand for loading systems and measurement solutions.
Order Backlog
Information required by this item is incorporated herein by reference from the section entitled Inbound Orders and Order Backlog on page 41 of the 2003 Annual Report to Stockholders.
Competitive Conditions
The Company markets its products primarily through its own technically-oriented sales organization and, in some cases, through independent distributors and sales representatives. The Company conducts business worldwide in more than 100 countries. Energy Production 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 the Companys other product areas. Energy Processing Systems competes with a number of companies in the measurement and transportation industry, some of whom have access to greater resources. FoodTech and Airport Systems compete with a variety of local and regional companies typically focused on a specific application, technology or geographic area, and with a few large multinational companies.
The Company competes by leveraging its industry experience to provide advanced technology, integrated systems, high product quality and reliability and quality aftermarket service. The Energy Systems businesses differentiate themselves by the depth of their industry experience, engineering and design capabilities, product performance, integrated systems, global manufacturing capability, quality, reliability, service and price. FoodTech and Airport Systems differentiate themselves on many of the same bases as the Energy Systems businesses the depth of their industry experience, engineering and design capabilities, product performance, integrated systems, quality, reliability, service and price and, in the food processing industry in particular, on the basis of yield and hygiene.
Research and Development
Information required by this item is incorporated herein by reference from Note 21 to the Companys consolidated financial statements on page 88 of the 2003 Annual Report to Stockholders.
Employees
As of December 31, 2003, the Company had approximately 8,600 full-time employees. Approximately 4,100 were located in the United States, and approximately 4,500 were located in other countries. The Company believes that its relations with its employees are good.
Financial Information about Geographic Areas
Information required by this item is incorporated herein by reference from Note 21 to the Companys consolidated financial statements on page 88 of the 2003 Annual Report to Stockholders.
Available Information
This Form 10-K, the Companys Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge through the Companys website at www.fmctechnologies.com, as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission.
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ITEM 2. | PROPERTIES |
The Company owns executive offices in Houston, Texas and leases executive offices in Chicago, Illinois. The Company operates 32 manufacturing facilities in 16 countries.
The Company believes its properties and facilities meet present requirements and are in good operating condition and that each of its significant manufacturing facilities is operating at a level consistent with the requirements of the industry in which it operates.
The significant production properties for the Energy Production Systems operations currently are:
Location |
Square Feet (approximate) |
Leased or Owned | ||
United States: |
||||
Oklahoma City, Oklahoma |
40,000 | Owned | ||
*Houston, Texas |
390,000 | Owned | ||
International: |
||||
Rio de Janeiro, Brazil |
225,000 | Owned | ||
*Sens, France |
185,000 | Owned | ||
Arnhem, The Netherlands |
14,000 | Owned | ||
*Kongsberg, Norway |
568,000 | Leased | ||
*Singapore, RS |
97,000 | Owned | ||
Dunfermline, Scotland |
152,000 | Owned | ||
Maracaibo, Venezuela |
60,000 | Owned |
* These facilities are production properties for both Energy Production Systems and Energy Processing Systems.
The significant production properties for the Energy Processing Systems operations currently are:
Location |
Square Feet (approximate) |
Leased or Owned | ||
United States: |
||||
Tupelo, Mississippi |
330,000 | Owned | ||
Erie, Pennsylvania |
350,000 | Owned | ||
Homer City, Pennsylvania |
267,000 | Owned | ||
Corpus Christi, Texas |
15,000 | Owned | ||
Stephenville, Texas |
300,000 | Owned | ||
International: |
||||
Ellerbek, Germany |
200,000 | Owned |
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The significant production properties for the FoodTech operations currently are:
Location |
Square Feet (approximate) |
Leased or Owned | ||
United States: |
||||
Madera, California |
250,000 | Owned | ||
Lakeland, Florida |
208,000 | Owned | ||
Kennesaw, Georgia |
32,000 | Leased | ||
Northfield, Minnesota |
68,000 | Owned/Leased | ||
Sandusky, Ohio |
140,000 | Owned | ||
Newberg, Oregon |
101,000 | Leased | ||
Redmond, Washington |
18,000 | Leased | ||
International: |
||||
St. Niklaas, Belgium |
539,000 | Owned | ||
Araraquara, Brazil |
94,000 | Owned | ||
Collecchio, Italy |
34,000 | Leased | ||
Parma, Italy |
68,000 | Owned | ||
Helsingborg, Sweden |
227,000 | Owned/Leased |
The significant production properties for the Airport Systems operations currently are:
Location |
Square Feet (approximate) |
Leased or | ||
United States: |
||||
Orlando, Florida |
253,000 | Owned | ||
Ogden, Utah |
250,000 | Owned/Leased | ||
International: |
||||
Madrid, Spain |
27,000 | Owned |
ITEM 3. | LEGAL PROCEEDINGS |
The Company and FMC Corporation are named defendants in a number of multi-defendant, multi-plaintiff tort lawsuits. Under the Separation and Distribution Agreement between FMC Corporation and FMC Technologies, which contains key provision relating to the 2001 spin-off of the Company from FMC Corporation, FMC Corporation is required to indemnify the Company for certain claims made prior to the spin-off, as well as for other claims related to discontinued operations. The Company expects that FMC Corporation will bear responsibility for the majority of these claims. Certain claims have been asserted subsequent to the spin-off; and while the ultimate responsibility for these claims cannot yet be determined due to lack of identification of the products or premises involved, the Company also expects that FMC Corporation will bear responsibility for a majority of these claims.
In February 2003, the Company initiated court action in the Judicial District Court in Harris County, Texas, against ABB Lummus Global, Inc., seeking recovery of scheduled payments owed and compensatory, punitive and other damages. A trial is currently scheduled to begin in October 2004.
In August 2002, the Company initiated court action in the United Kingdom to confirm that certain components of its subsea production systems designs do not conflict with a patent issued to Cooper Cameron Corporation in Europe. In response, Cooper Cameron Corporation initiated court action alleging infringement of certain of its U.K. patents. In March 2004, the Company and Cooper Cameron Corporation resolved all claims and disputes related to this litigation. The terms of the settlement include a cross-license of patents between the Company and Cooper Cameron Corporation.
While the results of litigation cannot be predicted with certainty, management believes that the most probable, ultimate resolution of these matters will not have a material adverse effect on the Companys consolidated financial position or results of operations.
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ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matters were submitted to a vote of security holders during the fourth quarter of fiscal year 2003.
Executive Officers of the Registrant
The executive officers of the Company, together with the offices in the Company currently held by them, their business experience and their ages as of February 27, 2004, are as follows:
Name |
Age |
Office, year of election and other information for past five years | ||
Joseph H. Netherland |
57 | Chairman, President and Chief Executive Officer (2001); President of FMC Corporation (1999); Executive Vice President of FMC Corporation (1998) | ||
William H. Schumann, III |
53 | Treasurer (2002); Senior Vice President and Chief Financial Officer (2001); Senior Vice President and Chief Financial Officer of FMC Corporation (1999); Vice President, Corporate Development of FMC Corporation (1998) | ||
Charles H. Cannon, Jr. |
51 | Vice President and General ManagerFoodTech and Airport Systems (2001); Vice President and General Manager of FMC CorporationFMC FoodTech (1994) and Transportation Systems Group of FMC Corporation (1998) | ||
Jeffrey W. Carr |
47 | Vice President, General Counsel and Secretary (2001); Associate General Counsel of FMC Corporation (1997) | ||
Peter D. Kinnear |
56 | Vice President (2001); Vice President of FMC Corporation (2000); General Manager, Petroleum Equipment and Systems Division of FMC Corporation (1994) | ||
Ronald D. Mambu |
54 | Vice President and Controller (2001); Vice President and Controller of FMC Corporation (1995) | ||
Michael W. Murray |
57 | Vice President, Human Resources (2001); Vice President, Human Resources of FMC Corporation (1995) | ||
Robert L. Potter |
53 | Vice President (2001); Division President of Energy Transportation and Measurement Division of FMC Corporation (1995) |
No family relationships exist among any of the above-listed officers, and there are no arrangements or understandings between any of the above-listed officers and any other person pursuant to which they serve as an officer. All officers are elected to hold office until their successors are elected and qualified. The Company was formerly a wholly owned subsidiary of FMC Corporation.
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PART II
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
FMC Technologies, Inc. is listed on the New York Stock Exchange under the symbol FTI. High and low sales prices for the Companys common stock are incorporated herein by reference from Note 22 to the Companys consolidated financial statements on page 89 of the 2003 Annual Report to Stockholders.
As of February 27, 2004, there were 5,722 holders of record of the Companys common stock.
The Company did not pay dividends on its common stock in 2003 and does not expect to pay dividends on its common stock in 2004.
Information regarding the Companys equity compensation plans is incorporated herein by reference from the section entitled Equity Compensation Plan Information appearing on page 27 of the Proxy Statement for the 2004 Annual Meeting of Stockholders.
ITEM 6. | SELECTED FINANCIAL DATA |
Information required by this item is incorporated herein by reference from the section entitled Selected Historical Financial Data on pages 92 and 93 of the 2003 Annual Report to Stockholders.
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Information required by this item is incorporated herein by reference from the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 33 through 50 of the 2003 Annual Report to Stockholders.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Information required by this item is incorporated herein by reference from the section entitled Derivative Financial Instruments and Market Risk on page 47 of the 2003 Annual Report to Stockholders.
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Information required by this item is incorporated herein by reference from the Companys consolidated financial statements included under the headings Consolidated Statements of Income, Consolidated Balance Sheets, Consolidated Statements of Cash Flows, Consolidated Statements of Changes in Stockholders Equity, Notes to Consolidated Financial Statements, Independent Auditors Report and Managements Report on Financial Statements on pages 51 through 91 of the 2003 Annual Report to Stockholders.
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
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ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
The Companys principal executive officer and its principal financial officer, after managements evaluation, with the participation of such officers, of the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, have concluded that, based on such evaluation and to their knowledge, the Companys disclosure controls and procedures were effective.
Changes in Internal Controls
There was no change in the Companys internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.
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PART III
ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
Information regarding the Companys directors is incorporated herein by reference from the section entitled Board of Directors appearing on pages 4 through 7 of the Proxy Statement for the 2004 Annual Meeting of Stockholders. For 2004, the Companys Board of Directors has expanded and reorganized its committees into three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each of these committees operates pursuant to a written charter setting out the functions and responsibilities of the committee. The charters for the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board of Directors of the Company may be found on the Companys website at www.fmctechnologies.com and are available in print to any stockholder upon request without charge by submitting a written request to Jeffrey W. Carr, General Counsel and Secretary, FMC Technologies, 1803 Gears Road, Houston, Texas 77067. Information concerning audit committee financial experts on the Audit Committee of the Board of Directors of the Company is incorporated herein by reference from the section entitled Committees of the Board of Directors Audit Committee appearing on page 9 of the Proxy Statement for the 2004 Annual Meeting of Stockholders.
For information regarding the Companys executive officers, see Executive Officers of the Registrant in Part I of this Form 10-K.
Information regarding compliance by the Companys directors and executive officers with Section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated herein by reference from the section entitled Section 16(a) Beneficial Ownership Reporting Compliance appearing on page 27 of the Proxy Statement for the 2004 Annual Meeting of Stockholders.
The Company has adopted a code of ethics, which includes provisions that are specifically targeted at the Companys principal executive officer, principal financial officer, principal accounting officer or controller and other key professionals serving in a finance, accounting, treasury, tax or investor relations role. A copy of the Companys code of ethics may be found on the Companys website at www.fmctechnologies.com and is available in print to stockholders without charge by submitting a request to the address set forth above.
ITEM 11. | EXECUTIVE COMPENSATION |
Information required by this item is incorporated herein by reference from the sections entitled Director Compensation, Compensation Committee Interlocks and Insider Participation in Compensation Decisions and Executive Compensation appearing on pages 12, 13 and 18 through 26, respectively, of the Proxy Statement for the 2004 Annual Meeting of Stockholders.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Information required by this item is incorporated herein by reference from the sections entitled Security Ownership of FMC Technologies and Equity Compensation Plan Information appearing on pages 16 and 17 and page 27, respectively, of the Proxy Statement for the 2004 Annual Meeting of Stockholders.
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
Information required by this item is incorporated herein by reference from the section entitled Certain Relationships and Related Party Transactions appearing on pages 14 and 15 of the Proxy Statement for the 2004 Annual Meeting of Stockholders.
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Information required by this item is incorporated herein by reference from the section entitled Relationship with Independent Public Accountants appearing on page 29 of the Proxy Statement for the 2004 Annual Meeting of Stockholders.
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PART IV
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K |
(a) | The following documents are filed as part of this Report: |
1. | Financial Statements: |
Consolidated Statements of Income for the Years Ended December 31, 2003, 2002 and 2001
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001
Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2003, 2002 and 2001
2. | Financial Statement Schedule and related Independent Auditors Report: |
See Schedule IIValuation and Qualifying Accounts and the related Independent Auditors Report included herein. All other schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in the 2003 Annual Report to Stockholders.
3. | Exhibits: |
See Index of Exhibits beginning on page 14 of this document.
(b) | Reports on Form 8-K |
Current Report on Form 8-K dated October 27, 2003, furnishing a press release announcing the Companys financial results for the fiscal quarter ended September 30, 2003.
(c) | Exhibits |
See Index of Exhibits beginning on page 14 of this document.
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INDEPENDENT AUDITORS REPORT
The Board of Directors and Stockholders of FMC Technologies, Inc.:
Under date of January 28, 2004, we reported on the consolidated balance sheets of FMC Technologies, Inc. and consolidated subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, cash flows and changes in stockholders equity for each of the years in the three-year period ended December 31, 2003, as contained in the 2003 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 2003. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedule as listed in the accompanying index. This financial statement schedule is the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As described in Note 2 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, as of January 1, 2002.
/s/ KPMG LLP
Chicago, Illinois
January 28, 2004
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Schedule IIValuation and Qualifying Accounts
(In thousands) | ||||||||||||||||
Additions |
||||||||||||||||
Description |
Balance at beginning of period |
charged to costs and expenses |
charged to other accounts |
Deductions and other |
Balance at end of period | |||||||||||
Year ended December 31, 2001: |
||||||||||||||||
Allowance for doubtful accounts(a) |
$ | 7,209 | $ | 2,027 | $ | 117 | $ | 131 | $ | 9,222 | ||||||
Valuation allowance for deferred tax assets(b) |
$ | 10,920 | $ | 7,633 | $ | | $ | 1,349 | $ | 17,204 | ||||||
Year ended December 31, 2002: |
||||||||||||||||
Allowance for doubtful accounts(c) |
$ | 9,222 | $ | 2,782 | $ | 189 | $ | 1,673 | $ | 10,520 | ||||||
Valuation allowance for deferred tax assets(b) |
$ | 17,204 | $ | 9,089 | $ | | $ | 6,021 | $ | 20,272 | ||||||
Year ended December 31, 2003: |
||||||||||||||||
Allowance for doubtful accounts(a) |
$ | 10,520 | $ | 2,470 | $ | 1,239 | $ | 3,943 | $ | 10,286 | ||||||
Valuation allowance for deferred tax assets(b) |
$ | 20,272 | $ | (1,865 | ) | $ | | $ | 936 | $ | 17,471 |
(a) Additions charged to other accounts includes recoveries. Deductions and other includes writeoffs and translation adjustments.
(b) Deductions and other reflects tax benefits realized and translation adjustments of ($726), ($5,320) and $1,686, in 2001, 2002 and 2003, respectively.
(c) Additions charged to other accounts includes reserves acquired through business combinations, recoveries and translation adjustments. Deductions and other includes writeoffs.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FMC TECHNOLOGIES, INC. (Registrant) | ||
By: | /s/ William H. Schumann, III | |
William H. Schumann, III Senior Vice President, Chief Financial Officer and Treasurer |
Date: March 12, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Title |
Signature | |||
Joseph H. Netherland |
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) |
/s/ JOSEPH H. NETHERLAND March 12, 2004 | ||
William H. Schumann, III |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | /s/ WILLIAM H. SCHUMANN, III March 12, 2004 | ||
Ronald D. Mambu |
Vice President and Controller (Principal Accounting Officer) | /s/ RONALD D. MAMBU March 12, 2004 | ||
Mike R. Bowlin |
Director | /s/ MIKE R. BOWLIN March 12, 2004 | ||
B.A. Bridgewater, Jr. |
Director | /s/ B.A. BRIDGEWATER, JR. March 12, 2004 | ||
Thomas M. Hamilton |
Director | /s/ THOMAS M. HAMILTON March 12, 2004 | ||
Asbjørn Larsen |
Director | /s/ ASBJØRN LARSEN March 12, 2004 | ||
Edward J. Mooney |
Director | /s/ EDWARD J. MOONEY March 12, 2004 | ||
Richard A. Pattarozzi |
Director | /s/ RICHARD A. PATTAROZZI March 12, 2004 | ||
James M. Ringler |
Director | /s/ JAMES M. RINGLER March 12, 2004 | ||
James R. Thompson |
Director | /s/ JAMES R. THOMPSON March 12, 2004 |
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INDEX OF EXHIBITS FILED WITH OR
INCORPORATED BY REFERENCE INTO
FORM 10-K OF FMC TECHNOLOGIES, INC.
FOR THE YEAR ENDED DECEMBER 31, 2003
Exhibit No. |
Exhibit Description | |
2.1 | Separation and Distribution Agreement by and between FMC Corporation and the Company, dated as of May 31, 2001 (incorporated by reference from Exhibit 2.1 to the Form S-1/A filed on June 6, 2001). | |
3.1 | Registrants Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Form S-1/A filed on April 4, 2001). | |
3.2 | Registrants Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 the Form S-1/A filed on April 4, 2001). | |
4.1 | Form of Specimen Certificate for the Companys Common Stock (incorporated by reference from Exhibit 4.1 to the Form S-1/A filed on May 4, 2001). | |
4.2 | Preferred Share Purchase Rights Agreement (incorporated by reference from Exhibit 4.2 to the Form S-8 filed on June 14, 2001). | |
4.3 | $250,000,000 Five-Year Credit Agreement (incorporated by reference from Exhibit 4.3 to the Form S-1/A filed on June 6, 2001). | |
4.4 | First Amendment to the $250,000,000 Five-Year Credit Agreement (incorporated by reference from Exhibit 4.4 to the Form S-1/A filed on June 6, 2001). | |
4.5 | $150,000,000 364-Day Revolving Credit Facility (incorporated by reference from Exhibit 4.5 to the Form S-1/A filed on June 6, 2001). | |
4.6 | First Amendment to the $150,000,000 364-Day Revolving Credit Facility (incorporated by reference from Exhibit 4.6 to the Form S-1/A filed on June 6, 2001). | |
4.7 | Second Amendment to the $150,000,000 364-Day Revolving Credit Facility (incorporated by reference from Exhibit 4.7 to the Quarterly Report on Form 10-Q filed on May 15, 2002). | |
4.8 | Second Amendment to the $250,000,000 Five-Year Credit Agreement (incorporated by reference from Exhibit 4.8 to the Quarterly Report on Form 10-Q filed on May 15, 2002). | |
4.9 | Third Amendment to the $150,000,000 364-Day Revolving Credit Facility (incorporated by reference from Exhibit 4.9 to the Quarterly Report on Form 10-Q filed on August 14, 2003). | |
4.10 | Third Amendment to the $250,000,000 Five-Year Credit Agreement (incorporated by reference from Exhibit 4.10 to the Quarterly Report on Form 10-Q filed on August 14, 2003). | |
10.1 | Tax Sharing Agreement by and among FMC Corporation and the Company, dated as of May 31, 2001 (incorporated by reference from Exhibit 10.1 to the Form S-1/A filed on June 6, 2001). | |
10.2 | Employee Benefits Agreement by and between FMC Corporation and the Company, dated as of May 30, 2001 (incorporated by reference from Exhibit 10.2 to the Form S-1/A filed on June 6, 2001). | |
10.3 | Transition Services Agreement between FMC Corporation and the Company, dated as of May 31, 2001 (incorporated by reference from Exhibit 10.3 to the Form S-1/A filed on June 6, 2001). | |
10.4* | FMC Technologies, Inc. Incentive Compensation and Stock Plan (incorporated by reference from Exhibit 10.4 to the Form S-1/A filed on June 6, 2001). | |
10.4.a* | First Amendment of the FMC Technologies, Inc. Incentive Compensation and Stock Plan (incorporated by reference from Exhibit 10.4.a to the Quarterly Report on Form 10-Q filed on November 12, 2003). | |
10.4.b* | Second Amendment of the FMC Technologies, Inc. Incentive Compensation and Stock Plan (incorporated by reference from Exhibit 10.4.b to the Quarterly Report on Form 10-Q filed on November 12, 2003). |
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10.5* | Forms of Executive Severance Agreements (incorporated by reference from Exhibit 10.5 to the Form S-1/A filed on June 6, 2001). | |
10.6* | FMC Technologies, Inc. Defined Benefit Retirement Trust (incorporated by reference from Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.6.a* | FMC Corporation Defined Benefit Retirement Trust (incorporated by reference from Exhibit 10.6.a to the Quarterly Report on Form 10-Q filed on August 14, 2001). | |
10.6.b* | Amendment to the FMC Corporation Defined Benefit Retirement Trust (incorporated by reference from Exhibit 10.6.b to the Quarterly Report on Form 10-Q filed on August 14, 2001). | |
10.6.c* | FMC Technologies, Inc. Employees Retirement ProgramPart I Salaried and Non-Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6.c to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.6.d* | FMC Technologies, Inc. Employees Retirement ProgramPart II Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6.d to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.6.e* | First Amendment to the FMC Technologies, Inc. Employees Retirement ProgramPart I Salaried and Non-Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6.e to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.6.f* | Second Amendment to the FMC Technologies, Inc. Employees Retirement ProgramPart I Salaried and Non-Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6.f to the Annual Report on Form 10-K filed on March 25, 2002). | |
10.6.g* | Third Amendment to the FMC Technologies, Inc. Employees Retirement ProgramPart I Salaried and Non-Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6.g to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.6.h* | First Amendment to the FMC Technologies, Inc. Employees Retirement ProgramPart II Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6.h to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.6.i* | Fourth Amendment to the FMC Technologies, Inc. Employees Retirement ProgramPart I Salaried and Non-Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6i to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.6.j* | Second Amendment to the FMC Technologies, Inc. Employees Retirement ProgramPart II Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6j to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.6.k* | Third Amendment to the FMC Technologies, Inc. Employees Retirement ProgramPart II Union Hourly Employees Retirement Plan (incorporated by reference from Exhibit 10.6k to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.7.a* | FMC Technologies, Inc. Salaried Employees Equivalent Retirement Plan (incorporated by reference from Exhibit 10.7.a to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.7.b* | FMC Technologies, Inc. Equivalent Retirement Plan Grantor Trust Agreement (incorporated by reference from Exhibit 10.7.b to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.7.c* | First Amendment to the FMC Technologies, Inc. Salaried Employees Equivalent Retirement Plan (incorporated by reference from Exhibit 10.7.c to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.8.a* | FMC Technologies, Inc. Savings and Investment Plan (incorporated by reference from Exhibit 10.8.a to the Quarterly Report on Form 10-Q filed on November 14, 2001). |
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10.8.b* | FMC Technologies, Inc. Savings and Investment Plan Trust (incorporated by reference from Exhibit 10.8.b to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.8.c* | First Amendment to the FMC Technologies, Inc. Savings and Investment Plan (incorporated by reference from Exhibit 10.8.c to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.8.d* | Second Amendment to the FMC Technologies, Inc. Savings and Investment Plan (incorporated by reference from Exhibit 10.8.d to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.8.e* | Third Amendment of the FMC Technologies, Inc. Savings and Investment Plan (incorporated by reference from Exhibit 10.8.e to the Quarterly Report on Form 10-Q filed on November 12, 2003). | |
10.9.a* | FMC Technologies, Inc. Non-Qualified Savings and Investment Plan (incorporated by reference from Exhibit 10.9.a to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.9.b* | FMC Technologies, Inc. Non-Qualified Savings and Investment Plan Trust Agreement (incorporated by reference from Exhibit 10.9.b to the Quarterly Report on Form 10-Q filed on November 14, 2001). | |
10.9.c* | First Amendment to the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan (incorporated by reference from Exhibit 10.9.c to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.10 | Commercial Paper Dealer Agreement 4(2) Program between Merrill Lynch Money Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Company, dated as of January 24, 2003 (incorporated by reference from Exhibit 10.10 to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.11 | Commercial Paper Dealer Agreement 4(2) Program between Banc of America Securities LLC and the Company, dated as of January 24, 2003 (incorporated by reference from Exhibit 10.11 to the Annual Report on Form 10-K filed on March 25, 2003). | |
10.12 | Issuing and Paying Agency Agreement between Wells Fargo Bank, National Association and the Company, dated as of January 3, 2004. | |
13.1 | 2003 Annual Report to Stockholders is included as an Exhibit to this report for the information of the Securities and Exchange Commission and, except for those portions thereof specifically incorporated by reference elsewhere herein, such Annual Report should not be deemed filed as a part of this report. | |
14.1 | FMC Technologies, Inc. Code of Business Conduct and Ethics Including Provisions for Principal Executive and Financial Officers. | |
21.1 | Significant Subsidiaries of the Registrant. | |
23.1 | Consent of KPMG LLP. | |
24.1 | Powers of Attorney. | |
31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). | |
31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). | |
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Indicates a management contract or compensatory plan or arrangement. |
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