UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended .........December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from......... to..........
Commission file number.......................1-16489
A. FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
B. FMC TECHNOLOGIES, INC.
200 East Randolph Drive, Chicago, Illinois 60601
(Name and Address of Issuer)
SIGNATURES
----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, FMC Technologies, Inc., as Plan Administrator, has duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
FMC TECHNOLOGIES, INC. SAVINGS AND
INVESTMENT PLAN
By /s/ Jeffrey W. Carr
--------------------
Jeffrey W. Carr
Vice President, General Counsel and Secretary
Date: June 27, 2002
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
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Page(s)
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Independent Auditors' Report .................................................... 1
Financial Statements:
Statement of Net Assets Available for Benefits ............................. 2
Statement of Changes in Net Assets Available for Benefits .................. 3
Notes to Financial Statements .............................................. 4-9
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) .................. 10-11
Exhibit Index ................................................................... 12
Independent Auditors' Report
The Employee Welfare Benefits Plan
Committee of FMC Technologies, Inc.:
We have audited the accompanying statement of net assets available for benefits
of the FMC Technologies, Inc. Savings and Investment Plan (the "Plan") as of
December 31, 2001, and the related statement of changes in net assets available
for benefits for the period September 28, 2001 to December 31, 2001. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001, and the changes in net assets available for benefits for the
period September 28, 2001 to December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
Chicago, Illinois
June 26, 2002
1
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits
December 31, 2001
(In thousands)
Assets:
Investments, at fair value $ 262,098
Receivables:
Participants' loans
10,367
-----------------
Net assets available for benefits $ 272,465
=================
The accompanying notes are an integral part of these financial statements.
2
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
For the Period September 28, 2001 to December 31, 2001
(In thousands)
Additions:
Net appreciation in fair value of investments $ 25,998
Interest and dividend income 2,986
------------
Net investment income 28,984
Contributions - employees 3,541
Contributions - employer 1,702
------------
Total additions 34,227
------------
Deductions:
Distributions to participants 4,985
Administrative expenses 39
------------
Total deductions 5,024
------------
Net additions prior to transfers and other changes 29,203
Net transferred from FMC Corporation Plans (Notes 1 and 6) 243,262
------------
Net additions 272,465
Net assets available for benefits, beginning of period -
------------
Net assets available for benefits, end of period $ 272,465
============
The accompanying notes are an integral part of these financial statements.
3
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001
--------------------------------------------------------------------------------
(1) Description of the Plan
The following description of the FMC Technologies, Inc. Savings and
Investment Plan (the "Plan") provides only general information.
Participants should refer to the Plan text for a more complete
description of the Plan's provisions.
The Plan was adopted effective September 28, 2001 in conjunction with
the spin off from the FMC Corporation Savings and Investment Plan and
the FMC Corporation Savings and Investment Plan for Bargaining Unit
Employees (collectively, the "FMC Corporation Plans").
(a) General
The Plan is a qualified salary-reduction plan under Section 401(k) of
the Internal Revenue Code, which covers substantially all full-time
employees of FMC Technologies, Inc. (the "Company") (other than
employees who generally reside or work outside of the United States).
Such employees are eligible to participate in the Plan immediately upon
commencement of their employment with the Company. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
as amended ("ERISA"). The Plan is administered by the FMC Technologies,
Inc. Employee Welfare Benefits Plan Committee.
(b) Contributions
Participants may elect to have their annual compensation reduced by up
to $10,500 ($11,000 beginning in 2002), subject to adjustments to
reflect changes in the cost of living, but not by more than 20% of their
total compensation in the aggregate. The aggregate amount of such
reductions is contributed to the Plan trust on a pretax basis.
Participants may also elect to make after-tax contributions, either as
an alternative to pretax contributions, or in addition to the maximum
pretax contributions of $10,500 ($11,000 beginning in 2002) (but not
more than 20% of their total compensation in the aggregate). The Company
makes matching contributions for all the active participants, except for
certain bargaining employees, ranging from 40% to 100% of the portion of
those contributions not in excess of 5% of each participant's
compensation, regardless of the $10,500 ($11,000 beginning in 2002)
limit on pretax contributions. At December 31, 2001, 4,466 current and
former employees participated in the Plan.
(c) Trust and Record Keeping
The Company and Fidelity Management Trust Company (the "Trustee")
established a trust (the "Trust") for investment purposes as part of the
Plan. The Trustee is also the Plan's record keeper.
(d) Investment options
Upon enrollment in the Plan, a participant may direct his or her
contributions in 1% increments with at least 2% directed to each
investment option selected. Investment options include the following:
1) FMC Stock Fund - Funds are invested in common stock of FMC
Corporation. Effective December 31, 2001, this Fund is no longer
available as an investment option for future investments.
2) MIP II Blend Fund - Funds are invested in investment contracts
offered by insurance companies and other approved financial
institutions. The selection of these contracts and
administration of this fund is directed by the fund's investment
manager. For the year ended December 31, 2001, the effective
annual yield was approximately 8.02%.
3) Clipper Fund - Funds are invested in common stocks, which are
considered undervalued by the fund manager, and in long-term
bonds.
4
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001
--------------------------------------------------------------------------------
4) Mutual Qualified Fund (Z) - Funds are invested primarily in common and
preferred stocks, which are considered, undervalued by the fund
manager.
5) Sequoia Fund - Fund investments are concentrated in a relatively small
number of mostly U. S. - headquartered companies with long-term growth
potential.
6) Fidelity Puritan Fund - Funds are invested in high-yielding U.S. and
foreign securities, including those in emerging markets.
7) Fidelity Magellan Fund - Funds are primarily invested in common stocks
of domestic and foreign companies.
8) Fidelity Blue Chip Growth Fund - Funds are invested primarily in
common stocks of well-known and established companies.
9) Fidelity Low-Priced Stock Fund - Funds are heavily invested in
undervalued stocks or out-of-favor stocks.
10) Fidelity Diversified International Fund - Funds are invested primarily
in stocks of companies located outside the U. S. that are included in
the Morgan Stanley EAFE Index.
11) Fidelity Retirement Government Money Market Portfolio - Funds are
invested in short-term obligations of the U. S. Government or its
agencies.
12) Fidelity U. S. Equity Index Pool Fund - Funds are invested primarily
in common stocks of the 500 companies that comprise the S&P 500.
13) PIMCO Total Return Fund - Funds are invested primarily in U. S.
government, corporate, mortgage and foreign bonds.
14) MAS Mid Cap Growth Portfolio - Funds are invested primarily in
equities of small to mid-sized companies that are growing rapidly and
are expected to grow and perform well.
15) Fidelity Capital & Income Fund - Funds are invested in equity and debt
securities, including defaulted securities, with emphasis on
lower-quality debt securities.
16) Fidelity Freedom Funds - a series of asset allocation funds: Freedom
Income Fund, Freedom 2000 Fund, Freedom 2010 Fund, Freedom 2020 Fund
and Freedom 2030 Fund. Freedom 2040 Fund was added during the year.
These target date funds are designed for investors who want a simple
approach to investing for retirement by investing in a collection of
other Fidelity mutual funds by targeting their retirement dates. The
Freedom Income Fund, designed for those already in retirement,
emphasizes bond and money market mutual funds.
17) FMCTI Stock Fund - Funds are invested in the common stock of the
Company.
Prior to December 31, 2001, all Company contributions to the Plan were
invested in the FMC Stock Fund for credit to the respective accounts of the
employees participating in the Plan. On December 31, 2001, the FMCTI Stock
Fund was created as a result of the distribution of the Company's stock by
FMC Corporation (Note 7). All future Company contributions to the Plan will
be invested by the Trustee in the FMCTI Stock Fund and will be credited to
the respective accounts of the employees participating in the
5
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001
--------------------------------------------------------------------------------
Plan. While investments may generally be transferred between funds,
amounts contributed by the Company to the FMCTI Stock Fund are not
eligible for fund transfer.
(e) Vesting
Participants are immediately vested in their elective contributions plus
actual earnings thereon. Vesting in the Company's contributions and
related earnings is based on years of service. A participant is 100
percent vested after five years of service.
(f) Payment of Benefits
Upon termination of service or attainment of age 59-1/2, any participant
may elect to immediately receive a lump sum distribution equal to the
vested interest of his or her account. Participants whose accounts are
valued at an amount equal to or greater than $5,000 may, upon
termination, elect to defer their lump sum distribution or receive
annual installments. If a participant is not fully vested in the
Company's contributions to his or her account on the date of termination
of his or her employment, the non-vested portion is forfeited. Such
forfeitures are used to pay certain administrative expenses of the Plan
and to reduce future Company contributions to the Plan.
(g) Expenses
Certain administrative expenses of the Plan are paid by the Trustee out
of the assets of the Plan and constitute a charge upon the respective
investment funds or upon the individual participants' accounts. Certain
other Plan sponsor expenses may be paid by the forfeitures balance.
(h) Withdrawals and Loans
The Plan allows participants to make hardship cash withdrawals (subject
to income taxation and IRS penalties) of some or all of their vested
account balances. Eligible participants may also receive money from the
Plan in the form of loans. The minimum that may be borrowed is $1,000.
The maximum that may be borrowed is the lesser of $50,000, as adjusted,
or 50 percent of the participant's vested account balance. Loans, which
are secured by the participant's vested account balance, must be repaid
over not more than 60 months with interest at a reasonable rate as
determined by the Company.
(i) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Plan and ERISA. In
the event of plan termination, participants will become 100 percent
vested in their account balances.
(j) Forfeited Accounts
Forfeited accounts may be used to pay certain Plan administration
expenses. Any remaining balances in the forfeitures accounts may be used
to reduce future employer contributions.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the
Plan:
(a) Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
(b) Investment Transactions and Income Recognition
Security transactions are recorded in the financial statements on a
settlement-date basis, which does not
6
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001
--------------------------------------------------------------------------------
differ materially from a trade-date basis. Dividends are recorded as
earned on the record date. Interest is recorded as earned on the accrual
basis.
(c) Valuation of Investments
Quoted or estimated market prices are used to value investments except
for certain contracts with banks and insurance companies which guarantee
repayment of principal with interest at a fixed or fixed minimum rate
for a specified period of time. These contracts are valued at contract
value, which approximates market value.
(d) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the plan administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and
reported amounts of revenue and expenses during the reporting period.
Actual results could differ from these estimates, but the plan
administrator does not believe such differences will materially affect
the Plan's financial position or results of operations.
(e) Payment of Benefits
Benefits are recorded when paid.
(3) Investments
Investments at fair value, which represent 5% or more of the Plan's
assets available for benefits, are separately identified below:
---------------------------------------------------------------------
December 31, 2001
(in thousands)
---------------------------------------------------------------------
FMC Stock Fund $64,987
FMCTI Stock Fund 55,793
MIP II Blend Fund 52,226
Clipper Fund 14,940
Sequoia Fund 14,791
Fidelity Blue Chip Growth Fund 14,087
---------------------------------------------------------------------
7
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001
--------------------------------------------------------------------------------
During 2001, the Plan's investments (including investments bought, sold, and
held during the year) appreciated (depreciated) as follows:
---------------------------------------------------------------------
Period ended
December 31, 2001
---------------------------------------------------------------------
(in thousands)
FMC Stock Fund $19,908
Clipper Fund 543
Mutual Qualified Fund (Z) 46
Sequoia Fund 901
Fidelity Puritan Fund 236
Fidelity Magellan Fund 384
Fidelity Blue Chip Growth Fund 1,634
Fidelity Low-Priced Stock Fund 567
Fidelity Diversified International Fund 334
Fidelity U. S. Equity Index Pool Fund 1,077
MAS Mid Cap Growth Portfolio 346
PIMCO Total Return Fund (74)
Fidelity Capital & Income Fund 3
Fidelity Freedom Income Fund 1
Fidelity Freedom 2000 Fund 1
Fidelity Freedom 2010 Fund 22
Fidelity Freedom 2020 Fund 36
Fidelity Freedom 2030 Fund 31
Fidelity Freedom 2040 Fund 2
---------------------------------------------------------------------
$25,998
---------------------------------------------------------------------
(4) Non-Participant Directed Investments
Non-participant directed investments are composed of forfeited
non-vested balances that have not been allocated to participant
accounts. These accounts, totaling $54,000 at December 31, 2001 are
invested in the MIP II Blend Fund.
Changes in the non-participant directed investments during 2001 were:
(in thousands)
------------
Non-participant directed investments (beginning balance) $ -
Non-vested forfeited accounts transferred from the FMC
Corporation Plans (Note 6) 25
Non-vested forfeited accounts 29
Interest income 2
Forfeitures used to reduce company contributions -
Forfeitures used for plan expenses (2)
--------------------------------------------------------------------------------------
Non-participant directed investments at December 31, 2001 $ 54
--------------------------------------------------------------------------------------
8
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001
--------------------------------------------------------------------------------
(5) Income Taxes
The Company is preparing an application for favorable determination from
the Internal Revenue Service that the Plan and related trust are designed
in accordance with the applicable sections of the Internal Revenue Code.
The Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the Internal Revenue Code and that the related trust will
be exempt from income taxes.
The Company receives a Federal income tax deduction for its contributions
to the Plan. Participating employees are not subject currently to Federal
income tax on their elective contributions, Company contributions,
appreciation in the Company's common stock, income, and other items
allocated to their individual accounts. Individual participants are taxed
on such items at the time of distribution from the Plan.
(6) Plan Merger and Asset Transfers
During 2001, the Company was spun off from its former parent, FMC
Corporation. In conjunction with the establishment of the Company, the net
assets from the FMC Corporation Plans representing the values of the
Company's employees' accounts at September 28, 2001, were transferred into
the Plan. In total, $232,666,000 in participant accounts was transferred
from the FMC Corporation Plans, in addition to participant loans receivable
totaling $10,596,000.
(7) FMC Corporation's Reorganization
In October 2000, FMC Corporation announced its intention to reorganize its
Energy Systems and Food and Transportation Systems businesses as a new
company, FMC Technologies, Inc., and to sell up to 19.9% of FMC
Technologies, Inc.'s common stock by means of an initial public offering,
followed by a tax-free distribution to FMC Corporation's stockholders of
FMC Corporation's remaining interest in the Company's common stock.
As a result of the reorganization, participants in the FMC Corporation
Plans who were employees of FMC Technologies, Inc. had their account
balances transferred to the Plan, effective as of September 28, 2001.
The Company completed the initial public offering of 17% of its common
stock on June 14, 2001. On December 31, 2001, FMC Corporation distributed
its remaining 83% ownership of the Company's stock to all FMC Corporation's
stockholders in the form of a dividend. Each FMC Corporation stockholder of
record as of December 12, 2001 received a dividend of 1.719721318 shares of
the Company's common stock for each share of FMC Corporation common stock.
For participants with an interest in the FMC Stock Fund, the Company stock
dividend was invested in the FMCTI Stock Fund.
9
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
Description of investment including Current value
Identity of issuer, borrower, lessor maturity date, rate of interest at December 31,
or similar party collateral, par, or maturity value 2001 (in thousands)
------------------------------------------------------------------------------------------------------------------------------------
FMC Stock Fund (FMC Corporation Common Stock) * FMC Corporation Stock
approximately 2,082,246 shares $ 64,987
FMCTI Stock Fund (FMC Technologies, Inc. Common Stock) * FMC Technologies, Inc. Stock
approximately 3,391,643 shares 55,793
MIP II Blend Fund * - participant directed Portfolio includes investment contracts
offered by major insurance
companies and other
approved institutions 52,172
MIP II Blend Fund * - non-participant directed Portfolio includes investment contracts
offered by major insurance
companies and other approved
institutions 54
Clipper Fund Stock Long-term Growth Fund 14,940
Mutual Qualified Fund (Z) Stock Long-term Growth Fund 6,684
Sequoia Fund Stock Long-term Growth Fund 14,791
Fidelity Puritan Fund * Stock and Bond Fund 4,472
Fidelity Magellan Fund * Stock Long-term Growth Fund 3,956
Fidelity Blue Chip Growth Fund * Large Companies Stock Fund 14,087
Fidelity Low-Priced Stock Fund * Growth Mutual Fund 4,564
Fidelity Diversified International Fund * Growth Mutual Fund of Foreign Companies 3,886
(Continued)
10
FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)(Continued)
December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
Description of investment including Current value
Identity of issuer, borrower, lessor maturity date, rate of interest at December 31,
or similar party collateral, par, or maturity value 2001 (in thousands)
------------------------------------------------------------------------------------------------------------------------------------
Fidelity Retirement Government Money Market Portfolio * Money Market Mutual Fund $ 4,708
Fidelity U.S. Equity Index Pool Fund * Stock Index Fund 11,037
PIMCO Total Return Fund Income Mutual Fund 1,946
MAS Mid Cap Growth Portfolio Stock Long-term Growth Fund 2,283
Fidelity Capital & Income Fund * Equity Income & Growth Fund 140
Fidelity Freedom Funds *: Asset allocation series funds, primarily
Freedom Income Fund invest in other Fidelity mutual funds 68
Freedom 2000 Fund which provide moderate asset allocation 59
Freedom 2010 Fund with a target retirement date. 648
Freedom 2020 Fund Invest in stock, bonds and money market 494
Freedom 2030 Fund mutual funds 306
Freedom 2040 Fund 23
Participants' loans receivable Varying rates of interest 6.46% - 7.20% 10,367
------------------------------------------------------------------------------------------------------------------------------------
Total assets held for investment purposes $ 272,465
------------------------------------------------------------------------------------------------------------------------------------
* - party-in-interest.
See accompanying independent auditors' report.
11
EXHIBIT INDEX
NUMBER IN
EXHIBIT TABLE DESCRIPTION
23.1 Independent Auditors' Consent (KPMG LLP)
12