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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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36-4412642
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5875 N. Sam Houston Parkway W.,
Houston, Texas
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77086
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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*
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Excludes 99,371,968 shares of the registrant’s Common Stock held by directors, officers and holders of more than 5% of the registrant’s Common Stock as of June 30, 2015. Exclusion of shares held by any person should not be construed to indicate that such person or entity possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person or entity is controlled by or under common control with the registrant.
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Page
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PART I
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PART II
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PART III
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PART IV
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Name
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Age
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Current Position and Business Experience
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John T. Gremp
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64
|
|
Chairman and Chief Executive Officer (2015)
Chairman, President and Chief Executive Officer (2013)
Chairman and Chief Executive Officer (2012)
Chairman, President and Chief Executive Officer (2011)
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Maryann T. Mannen
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53
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Executive Vice President and Chief Financial Officer (2014)
Senior Vice President and Chief Financial Officer (2011)
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Richard G. Alabaster
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55
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Vice President—Surface Technologies (2015)
General Manager—Surface Integrated Services (2013)
General Manager—Fluid Control (2010)
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Bradley D. Beitler
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62
|
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Vice President—Technology (2009)
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Sanjay Bhatia
|
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46
|
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Vice President—Corporate Development (2012)
Director of Business Development (2007)
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Barry Glickman
|
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47
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Vice President—Subsea Services (2015)
General Manager—Subsea Systems Western Region (2012)
Vice President—Energy Infrastructure (2011)
Integration Leader for GE Oil & Gas/Wood Group (2011)
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Tore Halvorsen
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61
|
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Senior Vice President—Subsea Technologies (2011)
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Jay A. Nutt
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52
|
|
Vice President—Controller and Treasurer (2015)
Vice President and Controller (2009)
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Douglas J. Pferdehirt
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52
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President and Chief Operating Officer (2015)
Executive Vice President and Chief Operating Officer (2012)
Executive Vice President—Corporate Development & Communication for Schlumberger Limited (2011)
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Dianne B. Ralston
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49
|
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Senior Vice President, General Counsel, and Secretary (2015)
Executive Vice President, General Counsel, and Secretary for Weatherford International plc (2014)
Deputy General Counsel—Corporate for Schlumberger Limited (2012)
Deputy General Counsel— Government Affairs, Litigation, and IP Enforcement for Schlumberger Limited (2010)
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Mark J. Scott
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|
62
|
|
Vice President—Administration (2010)
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•
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demand for hydrocarbons, which is affected by worldwide population growth, economic growth rates and general economic and business conditions;
|
•
|
costs of exploring for, producing and delivering oil and natural gas;
|
•
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political and economic uncertainty and sociopolitical unrest;
|
•
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available excess production capacity within the Organization of Petroleum Exporting Countries (“OPEC”) and the level of oil production by non-OPEC countries;
|
•
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oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
•
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technological advances affecting energy consumption;
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•
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potential acceleration of the development of alternative fuels;
|
•
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access to capital and credit markets, which may affect our customers’ activity levels and spending for our products and services; and
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•
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natural disasters.
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•
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nationalization and expropriation;
|
•
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potentially burdensome taxation;
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•
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inflationary and recessionary markets, including capital and equity markets;
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•
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civil unrest, labor issues, political instability, terrorist attacks, cyber-terrorism, military activity and wars;
|
•
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supply disruptions in key oil producing countries;
|
•
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ability of OPEC to set and maintain production levels and pricing;
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•
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trade restrictions, trade protection measures or price controls;
|
•
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foreign ownership restrictions;
|
•
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import or export licensing requirements;
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•
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restrictions on operations, trade practices, trade partners and investment decisions resulting from domestic and foreign laws and regulations;
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•
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changes in, and the administration of, laws and regulations;
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•
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inability to repatriate income or capital;
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•
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reductions in the availability of qualified personnel;
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•
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foreign currency fluctuations or currency restrictions; and
|
•
|
fluctuations in the interest rate component of forward foreign currency rates.
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|
2015
|
|
2014
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||||||||||||||||||||||||||||
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4th Qtr.
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3rd Qtr.
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2nd Qtr.
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1st Qtr.
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4th Qtr.
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3rd Qtr.
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2nd Qtr.
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1st Qtr.
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||||||||||||||||
Common stock closing price:
|
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|
|
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|
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||||||||||||||||
High
|
$
|
35.48
|
|
|
$
|
39.79
|
|
|
$
|
44.10
|
|
|
$
|
46.52
|
|
|
$
|
57.00
|
|
|
$
|
63.52
|
|
|
$
|
61.89
|
|
|
$
|
53.27
|
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Low
|
$
|
28.35
|
|
|
$
|
28.73
|
|
|
$
|
36.96
|
|
|
$
|
36.14
|
|
|
$
|
42.75
|
|
|
$
|
54.21
|
|
|
$
|
52.16
|
|
|
$
|
48.37
|
|
Closing stock price at December 31, 2015
|
|
$
|
29.01
|
|
|||||||||||||
Closing stock price at February 22, 2016
|
|
$
|
25.32
|
|
|||||||||||||
Number of common stockholders of record at February 22, 2016
|
|
2,876
|
|
|
Number of Securities
to be Issued
Upon Exercise of Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
|
|
||||
Equity compensation plans approved by security holders
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—
|
|
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$
|
—
|
|
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23,042,721
|
|
(1)
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Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
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Total
|
—
|
|
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$
|
—
|
|
|
23,042,721
|
|
(1)
|
(1)
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The table includes shares of our common stock available for future issuance under the Amended and Restated FMC Technologies, Inc. Incentive Compensation and Stock Plan. This number includes 4,068,156 shares available for issuance for nonvested stock awards that vest after
December 31, 2015
.
|
Period
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Total Number
of Shares
Purchased
(a)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
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Maximum
Number of Shares
That May Yet
Be Purchased
Under the Plans
or Programs
(b)
|
|||||
October 1, 2015 – October 31, 2015
|
286,710
|
|
|
$
|
33.15
|
|
|
286,000
|
|
|
18,812,222
|
|
November 1, 2015 – November 30, 2015
|
260,470
|
|
|
$
|
33.97
|
|
|
260,000
|
|
|
18,552,222
|
|
December 1, 2015 – December 31, 2015
|
773,874
|
|
|
$
|
29.60
|
|
|
772,444
|
|
|
17,779,778
|
|
Total
|
1,321,054
|
|
|
|
|
1,318,444
|
|
|
17,779,778
|
|
(a)
|
Represents
1,318,444
shares of common stock repurchased and held in treasury and 2,610 shares of common stock purchased and held in an employee benefit trust established for the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan. In addition to these shares purchased on the open market, we sold 2,300 shares of registered common stock held in this trust, as directed by the beneficiaries, during the three months ended
December 31, 2015
.
|
(b)
|
In 2005, we announced a repurchase plan approved by our Board of Directors authorizing the repurchase of up to two million shares of our issued and outstanding common stock through open market purchases. The Board of Directors authorized extensions of this program, adding five million shares in February 2006 and eight million shares in February 2007 for a total of 15 million shares of common stock authorized for repurchase. As a result of the two-for-one stock splits (i) on August 31, 2007, the authorization was increased to 30 million shares; and (ii) on March 31, 2011, the authorization was increased to 60 million shares. The Board of Directors authorized additional extensions of this program, adding 15 million shares in both December 2011 and February 2015 for a total of 90 million shares of common stock authorized for repurchase.
|
(In millions, except per share data)
Years Ended December 31
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Statement of income data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
6,362.7
|
|
|
$
|
7,942.6
|
|
|
$
|
7,126.2
|
|
|
$
|
6,151.4
|
|
|
$
|
5,099.0
|
|
Total costs and expenses
|
$
|
5,770.6
|
|
|
$
|
6,874.1
|
|
|
$
|
6,378.6
|
|
|
$
|
5,546.6
|
|
|
$
|
4,536.6
|
|
Net income
|
$
|
394.8
|
|
|
$
|
705.3
|
|
|
$
|
506.6
|
|
|
$
|
434.8
|
|
|
$
|
403.5
|
|
Net income attributable to FMC Technologies, Inc.
|
$
|
393.1
|
|
|
$
|
699.9
|
|
|
$
|
501.4
|
|
|
$
|
430.0
|
|
|
$
|
399.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share from continuing operations attributable to FMC Technologies, Inc.:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
1.70
|
|
|
$
|
2.96
|
|
|
$
|
2.10
|
|
|
$
|
1.79
|
|
|
$
|
1.66
|
|
Diluted earnings per share
|
$
|
1.70
|
|
|
$
|
2.95
|
|
|
$
|
2.10
|
|
|
$
|
1.78
|
|
|
$
|
1.64
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In millions)
As of December 31
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
6,437.9
|
|
|
$
|
7,172.1
|
|
|
$
|
6,605.6
|
|
|
$
|
5,902.9
|
|
|
$
|
4,271.0
|
|
Net (debt) cash
(2)
|
$
|
(239.8
|
)
|
|
$
|
(666.6
|
)
|
|
$
|
(973.2
|
)
|
|
$
|
(1,298.7
|
)
|
|
$
|
(279.6
|
)
|
Long-term debt, less current portion
|
$
|
1,134.1
|
|
|
$
|
1,293.7
|
|
|
$
|
1,329.8
|
|
|
$
|
1,580.4
|
|
|
$
|
36.0
|
|
Total FMC Technologies, Inc. stockholders’ equity
|
$
|
2,511.8
|
|
|
$
|
2,456.3
|
|
|
$
|
2,317.2
|
|
|
$
|
1,836.9
|
|
|
$
|
1,424.6
|
|
(In millions)
Years Ended December 31
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
250.8
|
|
|
$
|
404.4
|
|
|
$
|
314.1
|
|
|
$
|
405.6
|
|
|
$
|
274.0
|
|
Cash flows provided by operating activities
|
$
|
932.4
|
|
|
$
|
892.5
|
|
|
$
|
795.4
|
|
|
$
|
138.4
|
|
|
$
|
164.8
|
|
Segment operating capital employed
(3)
|
$
|
3,219.1
|
|
|
$
|
3,672.7
|
|
|
$
|
3,610.8
|
|
|
$
|
3,572.6
|
|
|
$
|
2,204.2
|
|
Order backlog
(4)
|
$
|
4,355.6
|
|
|
$
|
6,619.4
|
|
|
$
|
6,998.2
|
|
|
$
|
5,377.8
|
|
|
$
|
4,876.4
|
|
(1)
|
On February 25, 2011, our Board of Directors approved a two-for-one stock split of our outstanding shares of common stock. The stock split was completed in the form of a stock dividend that was issued on March 31, 2011. All per share information presented has been adjusted to reflect the stock split.
|
(2)
|
Net (debt) cash consists of cash and cash equivalents less short-term debt, long-term debt and the current portion of long-term debt. Net (debt) cash is a non-GAAP measure that management uses to evaluate our capital structure and financial leverage. See “Liquidity and Capital Resources” in Part II, Item 7 of this Annual Report on Form 10-K for additional discussion of net (debt) cash.
|
(3)
|
We view segment operating capital employed, which consists of assets, net of liabilities, as the primary measure of segment capital. Segment operating capital employed excludes corporate debt facilities and certain investments, pension liabilities, deferred and currently payable income taxes and last-in, first-out (“LIFO”) inventory adjustments. See additional financial information about segment operating capital employed in Note 20 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
|
(4)
|
Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders at the reporting date.
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||||||
(In millions, except percentages)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||
Revenue
|
$
|
6,362.7
|
|
|
$
|
7,942.6
|
|
|
$
|
7,126.2
|
|
|
$
|
(1,579.9
|
)
|
|
(20)%
|
|
$
|
816.4
|
|
|
11%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
4,894.8
|
|
|
5,994.9
|
|
|
5,571.4
|
|
|
(1,100.1
|
)
|
|
(18)
|
|
423.5
|
|
|
8
|
|||||
Selling, general and administrative expense
|
628.3
|
|
|
750.6
|
|
|
694.8
|
|
|
(122.3
|
)
|
|
(16)
|
|
55.8
|
|
|
8
|
|||||
Research and development expense
|
135.3
|
|
|
123.7
|
|
|
112.4
|
|
|
11.6
|
|
|
9
|
|
11.3
|
|
|
10
|
|||||
Restructuring and impairment expense
|
112.2
|
|
|
4.9
|
|
|
—
|
|
|
107.3
|
|
|
2,190
|
|
4.9
|
|
|
*
|
|||||
Total costs and expenses
|
5,770.6
|
|
|
6,874.1
|
|
|
6,378.6
|
|
|
(1,103.5
|
)
|
|
(16)
|
|
495.5
|
|
|
8
|
|||||
Gain on sale of Material Handling Products
|
—
|
|
|
84.3
|
|
|
—
|
|
|
(84.3
|
)
|
|
*
|
|
84.3
|
|
|
*
|
|||||
Other income (expense), net
|
(57.2
|
)
|
|
(54.0
|
)
|
|
5.3
|
|
|
(3.2
|
)
|
|
*
|
|
(59.3
|
)
|
|
*
|
|||||
Net interest expense
|
(32.3
|
)
|
|
(32.5
|
)
|
|
(33.7
|
)
|
|
0.2
|
|
|
1
|
|
1.2
|
|
|
4
|
|||||
Income before income taxes
|
502.6
|
|
|
1,066.3
|
|
|
719.2
|
|
|
(563.7
|
)
|
|
(53)
|
|
347.1
|
|
|
48
|
|||||
Provision for income taxes
|
107.8
|
|
|
361.0
|
|
|
212.6
|
|
|
(253.2
|
)
|
|
(70)
|
|
148.4
|
|
|
70
|
|||||
Net income
|
394.8
|
|
|
705.3
|
|
|
506.6
|
|
|
(310.5
|
)
|
|
(44)
|
|
198.7
|
|
|
39
|
|||||
Less: net income attributable to noncontrolling interests
|
(1.7
|
)
|
|
(5.4
|
)
|
|
(5.2
|
)
|
|
3.7
|
|
|
69
|
|
(0.2
|
)
|
|
(4)
|
|||||
Net income attributable to FMC Technologies, Inc.
|
$
|
393.1
|
|
|
$
|
699.9
|
|
|
$
|
501.4
|
|
|
$
|
(306.8
|
)
|
|
(44)%
|
|
$
|
198.5
|
|
|
40%
|
|
Year Ended December 31,
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
(In millions, except %)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Revenue
|
$
|
4,509.0
|
|
|
$
|
5,266.4
|
|
|
$
|
4,726.9
|
|
|
$
|
(757.4
|
)
|
|
(14)%
|
|
$
|
539.5
|
|
|
11%
|
||
Operating profit
|
$
|
630.2
|
|
|
$
|
748.2
|
|
|
$
|
548.2
|
|
|
$
|
(118.0
|
)
|
|
(16)%
|
|
$
|
200.0
|
|
|
36%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating profit as a percent of revenue
|
14.0
|
%
|
|
14.2
|
%
|
|
11.6
|
%
|
|
|
|
(0.2) pts.
|
|
|
|
|
2.6 pts.
|
|
•
|
Subsea Systems - 0.5 percentage point increase due to higher margin project backlog conversion in our Western Region and Asia Pacific subsea business, partially offset by restructuring and severance charges in 2015; and
|
•
|
Schilling Robotics and Multi Phase Meters - 0.8 percentage point decrease due to the decline in crude oil price and its related effect on market activity in 2015.
|
|
Year Ended December 31,
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
(In millions, except %)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Revenue
|
$
|
1,487.6
|
|
|
$
|
2,130.7
|
|
|
$
|
1,806.8
|
|
|
$
|
(643.1
|
)
|
|
(30)%
|
|
$
|
323.9
|
|
|
18%
|
||
Operating profit
|
$
|
60.6
|
|
|
$
|
393.0
|
|
|
$
|
257.2
|
|
|
$
|
(332.4
|
)
|
|
(85)%
|
|
$
|
135.8
|
|
|
53%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating profit as a percent of revenue
|
4.1
|
%
|
|
18.4
|
%
|
|
14.2
|
%
|
|
|
|
(14.3) pts.
|
|
|
|
|
4.2 pts.
|
|
•
|
Surface Integrated Services - 10.2 percentage point decrease due to $59.0 million in asset impairment charges primarily in Canada, excess and obsolescence inventory charges, and lower market activity in North America; and
|
•
|
Fluid Control - 5.6 percentage point decrease due to decreased sales volumes for our well service pumps and flowline products resulting from lower activity in the North American shale markets and related excess and obsolescence inventory charges and restructuring expense.
|
•
|
Surface Wellhead International - 1.9 percentage point increase due to higher volumes and higher margin projects in the Middle East and Europe regions; and
|
•
|
Fluid Control - 1.8 percentage point increase due to increased demand for our well service pumps and flowline products resulting from the improved North American shale markets in 2014.
|
|
Year Ended December 31,
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
(In millions, except %)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Revenue
|
$
|
395.4
|
|
|
$
|
557.4
|
|
|
$
|
617.2
|
|
|
$
|
(162.0
|
)
|
|
(29)%
|
|
$
|
(59.8
|
)
|
|
(10)%
|
||
Operating profit
|
$
|
3.2
|
|
|
$
|
52.5
|
|
|
$
|
74.3
|
|
|
$
|
(49.3
|
)
|
|
(94)%
|
|
$
|
(21.8
|
)
|
|
(29)%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating profit as a percent of revenue
|
0.8
|
%
|
|
9.4
|
%
|
|
12.0
|
%
|
|
|
|
(8.6) pts.
|
|
|
|
|
(2.6) pts.
|
|
•
|
Measurement Solutions - 1.5 percentage point decrease due to lower sales volumes and the execution of lower margin projects; and
|
•
|
Material Handling - 1.1 percentage point decrease due to the sale of our Material Handling Products business in the second quarter of 2014.
|
|
Year Ended December 31,
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||
(In millions, except %)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||
Corporate expense
|
$
|
(60.2
|
)
|
|
$
|
(66.3
|
)
|
|
$
|
(46.3
|
)
|
|
$
|
6.1
|
|
|
9%
|
|
$
|
(20.0
|
)
|
|
(43)%
|
Other revenue and other (expense), net
|
(100.8
|
)
|
|
(33.7
|
)
|
|
(85.6
|
)
|
|
(67.1
|
)
|
|
(199)%
|
|
51.9
|
|
|
61%
|
|||||
Net interest expense
|
(32.3
|
)
|
|
(32.5
|
)
|
|
(33.7
|
)
|
|
0.2
|
|
|
1%
|
|
1.2
|
|
|
4%
|
|||||
Total corporate items
|
$
|
(193.3
|
)
|
|
$
|
(132.5
|
)
|
|
$
|
(165.6
|
)
|
|
$
|
(60.8
|
)
|
|
(46)%
|
|
$
|
33.1
|
|
|
20%
|
•
|
unfavorable variance of $84.3 million related to the gain on sale of our Material Handling Products business in 2014;
|
•
|
favorable variance of $8.0 million related to inventory LIFO and valuation adjustments; and a
|
•
|
favorable variance of $13.9 million associated with lower pension expense, primarily related to settlement charges in our U.S. defined benefit plan in 2014.
|
•
|
favorable variance of $84.3 million related to the gain on sale of our Material Handling Products business in 2014;
|
•
|
favorable variance of $25.1 million related to the remeasurement of the Multi Phase Meters earn-out consideration in 2013;
|
•
|
unfavorable variance of $59.9 million in foreign currency, primarily related to an intercompany foreign currency loss; and an
|
•
|
unfavorable variance of $20.0 million related to higher corporate staff expenses, primarily from increased bonus accruals.
|
|
Inbound Orders
Year Ended December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Subsea Technologies
|
$
|
3,102.7
|
|
|
$
|
5,547.1
|
|
Surface Technologies
|
1,289.8
|
|
|
2,070.4
|
|
||
Energy Infrastructure
|
379.3
|
|
|
473.3
|
|
||
Intercompany eliminations and other
|
(17.3
|
)
|
|
(6.2
|
)
|
||
Total inbound orders
|
$
|
4,754.5
|
|
|
$
|
8,084.6
|
|
|
Order Backlog
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Subsea Technologies
|
$
|
3,761.8
|
|
|
$
|
5,793.1
|
|
Surface Technologies
|
432.8
|
|
|
654.2
|
|
||
Energy Infrastructure
|
163.9
|
|
|
187.0
|
|
||
Intercompany eliminations
|
(2.9
|
)
|
|
(14.9
|
)
|
||
Total order backlog
|
$
|
4,355.6
|
|
|
$
|
6,619.4
|
|
(In millions)
|
December 31,
2015
|
|
December 31,
2014
|
||||
Cash and cash equivalents
|
$
|
916.2
|
|
|
$
|
638.8
|
|
Short-term debt and current portion of long-term debt
|
(21.9
|
)
|
|
(11.7
|
)
|
||
Long-term debt, less current portion
|
(1,134.1
|
)
|
|
(1,293.7
|
)
|
||
Net debt
|
$
|
(239.8
|
)
|
|
$
|
(666.6
|
)
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash provided by operating activities
|
$
|
932.4
|
|
|
$
|
892.5
|
|
|
$
|
795.4
|
|
Cash required by investing activities
|
(275.2
|
)
|
|
(285.1
|
)
|
|
(311.6
|
)
|
|||
Cash required by financing activities
|
(345.6
|
)
|
|
(355.4
|
)
|
|
(422.3
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(34.2
|
)
|
|
(12.3
|
)
|
|
(4.5
|
)
|
|||
Increase in cash and cash equivalents
|
$
|
277.4
|
|
|
$
|
239.7
|
|
|
$
|
57.0
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
337.2
|
|
|
469.1
|
|
||
2.00% Notes due 2017
|
299.1
|
|
|
298.6
|
|
||
3.45% Notes due 2022
|
497.5
|
|
|
497.2
|
|
||
Term loan
|
15.6
|
|
|
22.9
|
|
||
Foreign uncommitted credit facilities
|
5.9
|
|
|
7.9
|
|
||
Property financing
|
0.7
|
|
|
9.7
|
|
||
Total borrowings
|
$
|
1,156.0
|
|
|
$
|
1,305.4
|
|
(In millions)
Description
|
Amount
|
|
Debt
Outstanding
|
|
Commercial
Paper
Outstanding
(a)
|
|
Letters
of Credit
|
|
Unused
Capacity
|
|
Maturity
|
||||||||||
Five-year revolving credit facility
|
$
|
2,000.0
|
|
|
$
|
—
|
|
|
$
|
337.2
|
|
|
$
|
—
|
|
|
$
|
1,662.8
|
|
|
September 2020
|
(a)
|
Under our commercial paper program, we have the ability to access up to $1.5 billion of financing through our commercial paper dealers. Our available capacity under our revolving credit facility is reduced by any outstanding commercial paper.
|
|
Payments Due by Period
|
||||||||||||||||||
(In millions)
Contractual obligations
|
Total
payments
|
|
Less than
1 year
|
|
1-3
years
|
|
3 -5
years
|
|
After 5
years
|
||||||||||
Long-term debt
(a)
|
$
|
1,150.1
|
|
|
$
|
16.0
|
|
|
$
|
636.6
|
|
|
$
|
—
|
|
|
$
|
497.5
|
|
Short-term debt
|
5.9
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on long-term debt
(a)
|
132.8
|
|
|
23.3
|
|
|
40.5
|
|
|
34.5
|
|
|
34.5
|
|
|||||
Operating leases
(b)
|
421.0
|
|
|
85.9
|
|
|
128.1
|
|
|
78.4
|
|
|
128.6
|
|
|||||
Purchase obligations
(c)
|
602.6
|
|
|
506.5
|
|
|
94.9
|
|
|
1.2
|
|
|
—
|
|
|||||
Pension and other post-retirement benefits
(d)
|
12.7
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrecognized tax benefits
(e)
|
9.7
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
2,334.8
|
|
|
$
|
660.0
|
|
|
$
|
900.1
|
|
|
$
|
114.1
|
|
|
$
|
660.6
|
|
(a)
|
Our available long-term debt is dependent upon our compliance with covenants, including negative covenants related to liens and our total capitalization ratio. Any violation of covenants or other events of default, which are not waived or cured, or changes in our credit rating could have a material impact on our ability to maintain our committed financing arrangements.
|
(b)
|
In 2014 we entered into construction and operating lease agreements to finance the construction of manufacturing and office facilities located in Houston, TX. In January 2016, construction of the facilities was completed and the operating lease commenced. Upon expiration of the lease term in September 2021, we have the option to renew the lease, purchase the facilities or re-market the facilities on behalf of the lessor, including certain guarantees of residual value under the re-marketing option.
|
(c)
|
In the normal course of business, we enter into agreements with our suppliers to purchase raw materials or services. These agreements include a requirement that our supplier provide products or services to our specifications and require us to make a firm purchase commitment to our supplier. As substantially all of these commitments are associated with purchases made to fulfill our customers’ orders, the costs associated with these agreements will ultimately be reflected in cost of sales on our consolidated statements of income.
|
(d)
|
We expect to contribute approximately
$12.7 million
to our international pension plans, representing primarily the U.K. and Norway qualified pension plans, in 2016. Required contributions for future years depend on factors that cannot be determined at this time. Additionally, we expect to contribute
$3.7 million
to our U.S. Non-Qualified Defined Benefit Pension Plan in 2016.
|
(e)
|
It is reasonably possible that
$9.7 million
of liabilities for unrecognized tax benefits will be settled during 2016, and this amount is reflected in income taxes payable in our consolidated balance sheet as of
December 31, 2015
. Although unrecognized tax benefits are not contractual obligations, they are presented in this table because they represent demands on our liquidity.
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
(In millions)
Other off-balance sheet arrangements
|
Total
amount
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
After 5
years
|
||||||||||
Letters of credit and bank guarantees
(a)
|
$
|
677.8
|
|
|
$
|
266.5
|
|
|
$
|
188.0
|
|
|
$
|
115.4
|
|
|
$
|
107.9
|
|
Surety bonds
(a)
|
5.7
|
|
|
1.1
|
|
|
4.0
|
|
|
—
|
|
|
0.6
|
|
|||||
Third party guarantees
(b)
|
20.0
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other off-balance sheet arrangements
|
$
|
703.5
|
|
|
$
|
287.6
|
|
|
$
|
192.0
|
|
|
$
|
115.4
|
|
|
$
|
108.5
|
|
(a)
|
As collateral for our performance on certain sales contracts or as part of our agreements with insurance companies, we are liable under letters of credit, surety bonds and other bank guarantees. Our ability to generate revenue from certain contracts is dependent upon our ability to obtain these off-balance sheet financial instruments. These off-balance sheet financial instruments may be renewed, revised or released based on changes in the underlying commitment. Historically, our commercial commitments have not been drawn upon to a material extent; consequently, management believes it is not reasonably likely there will be material claims against these commitments. However, should these financial instruments become unavailable to us, our operations and liquidity could be negatively impacted.
|
(b)
|
In August 2014 FMC Technologies entered into an arrangement to jointly guarantee the debt obligations under a revolving credit facility of FTO Services, our joint venture with Edison Chouest Offshore LLC. Information regarding our guarantee is incorporated herein by reference from Note 12 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
|
(In millions, except basis points)
|
Increase (Decrease) in 2015 Pension Expense Before Income Taxes
|
|
Increase (Decrease) in Projected Benefit Obligation at December 31, 2015
|
||||
50 basis point decrease in discount rate
|
$
|
9.9
|
|
|
$
|
88.7
|
|
50 basis point increase in discount rate
|
$
|
(9.2
|
)
|
|
$
|
(79.8
|
)
|
50 basis point decrease in expected long-term rate of return on plan assets
|
$
|
4.3
|
|
|
|
||
50 basis point increase in expected long-term rate of return on plan assets
|
$
|
(4.3
|
)
|
|
|
/s/ J
OHN
T. G
REMP
|
|
/s/ M
ARYANN
T. M
ANNEN
|
John T. Gremp
|
|
Maryann T. Mannen
|
Chairman and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Product revenue
|
$
|
5,084.5
|
|
|
$
|
6,335.7
|
|
|
$
|
5,724.7
|
|
Service revenue
|
1,024.8
|
|
|
1,276.5
|
|
|
1,066.0
|
|
|||
Lease and other income
|
253.4
|
|
|
330.4
|
|
|
335.5
|
|
|||
Total revenue
|
6,362.7
|
|
|
7,942.6
|
|
|
7,126.2
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product revenue
|
3,915.9
|
|
|
4,855.1
|
|
|
4,562.4
|
|
|||
Cost of service revenue
|
772.1
|
|
|
925.0
|
|
|
792.7
|
|
|||
Cost of lease and other revenue
|
206.8
|
|
|
214.8
|
|
|
216.3
|
|
|||
Selling, general and administrative expense
|
628.3
|
|
|
750.6
|
|
|
694.8
|
|
|||
Research and development expense
|
135.3
|
|
|
123.7
|
|
|
112.4
|
|
|||
Restructuring and impairment expense (Note 4)
|
112.2
|
|
|
4.9
|
|
|
—
|
|
|||
Total costs and expenses
|
5,770.6
|
|
|
6,874.1
|
|
|
6,378.6
|
|
|||
Gain on sale of Material Handling Products (Note 5)
|
—
|
|
|
84.3
|
|
|
—
|
|
|||
Other income (expense), net
|
(57.2
|
)
|
|
(54.0
|
)
|
|
5.3
|
|
|||
Income before interest income, interest expense and income taxes
|
534.9
|
|
|
1,098.8
|
|
|
752.9
|
|
|||
Interest income
|
0.8
|
|
|
1.1
|
|
|
0.7
|
|
|||
Interest expense
|
(33.1
|
)
|
|
(33.6
|
)
|
|
(34.4
|
)
|
|||
Income before income taxes
|
502.6
|
|
|
1,066.3
|
|
|
719.2
|
|
|||
Provision for income taxes (Note 14)
|
107.8
|
|
|
361.0
|
|
|
212.6
|
|
|||
Net income
|
394.8
|
|
|
705.3
|
|
|
506.6
|
|
|||
Net income attributable to noncontrolling interests
|
(1.7
|
)
|
|
(5.4
|
)
|
|
(5.2
|
)
|
|||
Net income attributable to FMC Technologies, Inc.
|
$
|
393.1
|
|
|
$
|
699.9
|
|
|
$
|
501.4
|
|
Earnings per share attributable to FMC Technologies, Inc. (Note 3):
|
|
|
|
|
|
||||||
Basic
|
$
|
1.70
|
|
|
$
|
2.96
|
|
|
$
|
2.10
|
|
Diluted
|
$
|
1.70
|
|
|
$
|
2.95
|
|
|
$
|
2.10
|
|
Weighted average shares outstanding (Note 3):
|
|
|
|
|
|
||||||
Basic
|
230.9
|
|
|
236.3
|
|
|
238.3
|
|
|||
Diluted
|
231.7
|
|
|
236.9
|
|
|
239.1
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
394.8
|
|
|
$
|
705.3
|
|
|
$
|
506.6
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
(1)
|
(182.3
|
)
|
|
(107.6
|
)
|
|
(99.7
|
)
|
|||
Net gains (losses) on hedging instruments:
|
|
|
|
|
|
||||||
Net gains (losses) arising during the period
|
(64.9
|
)
|
|
(108.4
|
)
|
|
27.1
|
|
|||
Reclassification adjustment for net losses (gains) included in net income
|
55.1
|
|
|
(0.8
|
)
|
|
(5.2
|
)
|
|||
Net gains (losses) on hedging instruments
(2)
|
(9.8
|
)
|
|
(109.2
|
)
|
|
21.9
|
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Net actuarial gain (loss) arising during the period
|
(21.0
|
)
|
|
(152.7
|
)
|
|
112.5
|
|
|||
Prior service cost arising during the period
|
—
|
|
|
(1.7
|
)
|
|
(0.4
|
)
|
|||
Reclassification adjustment for settlement losses included in net income
|
1.2
|
|
|
15.7
|
|
|
3.2
|
|
|||
Reclassification adjustment for amortization of prior service cost (credit) included in net income
|
0.1
|
|
|
0.3
|
|
|
(0.3
|
)
|
|||
Reclassification adjustment for amortization of net actuarial loss included in net income
|
22.9
|
|
|
12.3
|
|
|
18.2
|
|
|||
Reclassification adjustment for amortization of transition asset included in net income
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Net pension and other post-retirement benefits
(3)
|
3.1
|
|
|
(126.2
|
)
|
|
133.1
|
|
|||
Other comprehensive income (loss), net of tax
|
(189.0
|
)
|
|
(343.0
|
)
|
|
55.3
|
|
|||
Comprehensive income
|
205.8
|
|
|
362.3
|
|
|
561.9
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
(1.7
|
)
|
|
(5.4
|
)
|
|
(5.2
|
)
|
|||
Comprehensive income attributable to FMC Technologies, Inc.
|
$
|
204.1
|
|
|
$
|
356.9
|
|
|
$
|
556.7
|
|
(1)
|
Net of income tax (expense) benefit of
$7.9
,
$7.2
and
$(1.6)
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(2)
|
Net of income tax benefit of
$3.3
,
$25.7
and
$1.0
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(3)
|
Net of income tax (expense) benefit of
$(4.1)
,
$56.9
and
$(81.8)
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
December 31,
|
||||||
(In millions, except par value data)
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
916.2
|
|
|
$
|
638.8
|
|
Receivables, net of allowances of $19.2 in 2015 and $9.4 in 2014 (Note 22)
|
1,522.4
|
|
|
2,127.0
|
|
||
Inventories, net (Note 6)
|
744.6
|
|
|
1,021.2
|
|
||
Derivative financial instruments (Note 17)
|
371.9
|
|
|
197.6
|
|
||
Prepaid expenses
|
48.9
|
|
|
48.5
|
|
||
Income taxes receivable
|
68.7
|
|
|
23.4
|
|
||
Other current assets
|
276.0
|
|
|
379.9
|
|
||
Total current assets
|
3,948.7
|
|
|
4,436.4
|
|
||
Investments
|
29.6
|
|
|
35.9
|
|
||
Property, plant and equipment, net (Note 8)
|
1,371.5
|
|
|
1,458.4
|
|
||
Goodwill (Note 9)
|
514.7
|
|
|
552.1
|
|
||
Intangible assets, net (Note 9)
|
246.3
|
|
|
314.5
|
|
||
Deferred income taxes (Note 14)
|
183.3
|
|
|
106.5
|
|
||
Derivative financial instruments (Note 17)
|
0.1
|
|
|
134.9
|
|
||
Other assets
|
143.7
|
|
|
133.4
|
|
||
Total assets
|
$
|
6,437.9
|
|
|
$
|
7,172.1
|
|
Liabilities and equity
|
|
|
|
||||
Short-term debt and current portion of long-term debt (Note 10)
|
$
|
21.9
|
|
|
$
|
11.7
|
|
Accounts payable, trade
|
519.3
|
|
|
723.5
|
|
||
Advance payments and progress billings
|
664.6
|
|
|
965.2
|
|
||
Accrued payroll
|
185.8
|
|
|
256.8
|
|
||
Derivative financial instruments (Note 17)
|
554.9
|
|
|
230.2
|
|
||
Income taxes payable
|
57.2
|
|
|
152.9
|
|
||
Other current liabilities
|
339.6
|
|
|
443.3
|
|
||
Total current liabilities
|
2,343.3
|
|
|
2,783.6
|
|
||
Long-term debt, less current portion (Note 10)
|
1,134.1
|
|
|
1,293.7
|
|
||
Accrued pension and other post-retirement benefits, less current portion (Note 15)
|
230.4
|
|
|
236.7
|
|
||
Derivative financial instruments (Note 17)
|
0.5
|
|
|
220.2
|
|
||
Deferred income taxes (Note 14)
|
98.2
|
|
|
54.3
|
|
||
Other liabilities
|
100.5
|
|
|
105.9
|
|
||
Commitments and contingent liabilities (Note 12)
|
|
|
|
||||
Stockholders’ equity (Note 13):
|
|
|
|
||||
Preferred stock, $0.01 par value, 12.0 shares authorized; no shares issued in 2015 or 2014
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 600.0 shares authorized in 2015 and 2014; 286.3 shares issued in 2015 and 2014; and 226.8 and 231.5 shares outstanding in 2015 and 2014, respectively
|
2.9
|
|
|
2.9
|
|
||
Common stock held in employee benefit trust, at cost; 0.2 shares in 2015 and 2014
|
(7.0
|
)
|
|
(8.0
|
)
|
||
Treasury stock, at cost, 59.4 and 54.6 shares in 2015 and 2014, respectively
|
(1,607.8
|
)
|
|
(1,431.1
|
)
|
||
Capital in excess of par value of common stock
|
759.0
|
|
|
731.9
|
|
||
Retained earnings
|
4,237.4
|
|
|
3,844.3
|
|
||
Accumulated other comprehensive loss
|
(872.7
|
)
|
|
(683.7
|
)
|
||
Total FMC Technologies, Inc. stockholders’ equity
|
2,511.8
|
|
|
2,456.3
|
|
||
Noncontrolling interests
|
19.1
|
|
|
21.4
|
|
||
Total equity
|
2,530.9
|
|
|
2,477.7
|
|
||
Total liabilities and equity
|
$
|
6,437.9
|
|
|
$
|
7,172.1
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash provided (required) by operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
394.8
|
|
|
$
|
705.3
|
|
|
$
|
506.6
|
|
Adjustments to reconcile net income to cash provided (required) by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
179.5
|
|
|
170.8
|
|
|
156.0
|
|
|||
Amortization
|
72.1
|
|
|
61.7
|
|
|
53.8
|
|
|||
Employee benefit plan and stock-based compensation costs
|
81.8
|
|
|
89.3
|
|
|
93.5
|
|
|||
Deferred income tax provision (benefit), net
|
12.1
|
|
|
(18.1
|
)
|
|
(20.4
|
)
|
|||
Unrealized loss (gain) on derivative instruments
|
59.5
|
|
|
54.4
|
|
|
(5.7
|
)
|
|||
Impairments
|
66.5
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Material Handling Products
|
—
|
|
|
(84.3
|
)
|
|
—
|
|
|||
Other
|
44.9
|
|
|
10.8
|
|
|
30.4
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Receivables, net
|
395.0
|
|
|
(243.0
|
)
|
|
(391.0
|
)
|
|||
Inventories, net
|
238.0
|
|
|
(99.4
|
)
|
|
(28.9
|
)
|
|||
Accounts payable, trade
|
(154.5
|
)
|
|
33.8
|
|
|
103.8
|
|
|||
Advance payments and progress billings
|
(234.7
|
)
|
|
225.0
|
|
|
329.0
|
|
|||
Income taxes payable, net
|
(129.7
|
)
|
|
16.2
|
|
|
77.3
|
|
|||
Payment of Multi Phase Meters earn-out consideration
|
—
|
|
|
(43.6
|
)
|
|
(32.2
|
)
|
|||
Accrued pension and other post-retirement benefits, net
|
(24.8
|
)
|
|
(32.0
|
)
|
|
(60.1
|
)
|
|||
Other assets and liabilities, net
|
(68.1
|
)
|
|
45.6
|
|
|
(16.7
|
)
|
|||
Cash provided by operating activities
|
932.4
|
|
|
892.5
|
|
|
795.4
|
|
|||
Cash provided (required) by investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(250.8
|
)
|
|
(404.4
|
)
|
|
(314.1
|
)
|
|||
Investments in joint ventures
|
(34.5
|
)
|
|
(3.0
|
)
|
|
(2.0
|
)
|
|||
Proceeds from sale of Material Handling Products, net of cash divested
|
—
|
|
|
105.6
|
|
|
—
|
|
|||
Other
|
10.1
|
|
|
16.7
|
|
|
4.5
|
|
|||
Cash required by investing activities
|
(275.2
|
)
|
|
(285.1
|
)
|
|
(311.6
|
)
|
|||
Cash provided (required) by financing activities:
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
(0.7
|
)
|
|
(25.8
|
)
|
|
8.5
|
|
|||
Net decrease in commercial paper
|
(131.9
|
)
|
|
(32.3
|
)
|
|
(168.4
|
)
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
26.2
|
|
|||
Repayments of long-term debt
|
(1.2
|
)
|
|
(1.6
|
)
|
|
(136.0
|
)
|
|||
Purchase of treasury stock
|
(186.2
|
)
|
|
(247.6
|
)
|
|
(116.3
|
)
|
|||
Payment of Multi Phase Meters earn-out consideration
|
—
|
|
|
(31.0
|
)
|
|
(25.1
|
)
|
|||
Acquisitions, payment of withheld purchase price
|
(9.6
|
)
|
|
—
|
|
|
—
|
|
|||
Payments related to taxes withheld on stock-based compensation
|
(8.8
|
)
|
|
(13.0
|
)
|
|
(17.5
|
)
|
|||
Other
|
(7.2
|
)
|
|
(4.1
|
)
|
|
6.3
|
|
|||
Cash required by financing activities
|
(345.6
|
)
|
|
(355.4
|
)
|
|
(422.3
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(34.2
|
)
|
|
(12.3
|
)
|
|
(4.5
|
)
|
|||
Increase in cash and cash equivalents
|
277.4
|
|
|
239.7
|
|
|
57.0
|
|
|||
Cash and cash equivalents, beginning of year
|
638.8
|
|
|
399.1
|
|
|
342.1
|
|
|||
Cash and cash equivalents, end of year
|
$
|
916.2
|
|
|
$
|
638.8
|
|
|
$
|
399.1
|
|
(In millions)
|
Common
Stock
|
|
Common
Stock Held in
Treasury and
Employee
Benefit
Trust
|
|
Capital in
Excess of Par
Value of
Common Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Non-
controlling
Interest
|
|
Total
Stockholders’
Equity
|
||||||||||||||
Balance at December 31, 2012
|
$
|
2.9
|
|
|
$
|
(1,110.4
|
)
|
|
$
|
695.7
|
|
|
$
|
2,644.7
|
|
|
$
|
(396.0
|
)
|
|
$
|
16.3
|
|
|
$
|
1,853.2
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
501.4
|
|
|
—
|
|
|
5.2
|
|
|
506.6
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.3
|
|
|
—
|
|
|
55.3
|
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||||
Excess tax benefits on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|||||||
Taxes withheld on issuance of stock-based awards
|
—
|
|
|
—
|
|
|
(17.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.5
|
)
|
|||||||
Purchases of treasury stock (Note 13)
|
—
|
|
|
(116.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116.3
|
)
|
|||||||
Reissuances of treasury stock (Note 13)
|
—
|
|
|
22.3
|
|
|
(22.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net sales of common stock for employee benefit trust
|
—
|
|
|
0.1
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||||
Stock-based compensation (Note 16)
|
—
|
|
|
—
|
|
|
47.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.7
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|||||||
Balance at December 31, 2013
|
$
|
2.9
|
|
|
$
|
(1,204.3
|
)
|
|
$
|
713.2
|
|
|
$
|
3,146.1
|
|
|
$
|
(340.7
|
)
|
|
$
|
19.1
|
|
|
$
|
2,336.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
699.9
|
|
|
—
|
|
|
5.4
|
|
|
705.3
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(343.0
|
)
|
|
—
|
|
|
(343.0
|
)
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||
Excess tax benefits on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||||||
Taxes withheld on issuance of stock-based awards
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
|||||||
Purchases of treasury stock (Note 13)
|
—
|
|
|
(247.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247.6
|
)
|
|||||||
Reissuances of treasury stock (Note 13)
|
—
|
|
|
13.1
|
|
|
(13.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net purchases of common stock for employee benefit trust
|
—
|
|
|
(0.3
|
)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||
Stock-based compensation (Note 16)
|
—
|
|
|
—
|
|
|
44.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.9
|
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(3.0
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
(4.9
|
)
|
|||||||
Balance at December 31, 2014
|
$
|
2.9
|
|
|
$
|
(1,439.1
|
)
|
|
$
|
731.9
|
|
|
$
|
3,844.3
|
|
|
$
|
(683.7
|
)
|
|
$
|
21.4
|
|
|
$
|
2,477.7
|
|
(In millions)
|
Common
Stock
|
|
Common
Stock Held in
Treasury and
Employee
Benefit
Trust
|
|
Capital in
Excess of Par
Value of
Common Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Non-
controlling
Interest
|
|
Total
Stockholders’
Equity
|
||||||||||||||
Balance at December 31, 2014
|
$
|
2.9
|
|
|
$
|
(1,439.1
|
)
|
|
$
|
731.9
|
|
|
$
|
3,844.3
|
|
|
$
|
(683.7
|
)
|
|
$
|
21.4
|
|
|
$
|
2,477.7
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
393.1
|
|
|
—
|
|
|
1.7
|
|
|
394.8
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189.0
|
)
|
|
—
|
|
|
(189.0
|
)
|
|||||||
Excess tax benefits on stock-based payment arrangements
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||
Taxes withheld on issuance of stock-based awards
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|||||||
Purchases of treasury stock (Note 13)
|
—
|
|
|
(186.2
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190.4
|
)
|
|||||||
Reissuances of treasury stock (Note 13)
|
—
|
|
|
9.5
|
|
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net sales of common stock for employee benefit trust
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||||
Stock-based compensation (Note 16)
|
—
|
|
|
—
|
|
|
49.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.4
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
(4.0
|
)
|
|||||||
Balance at December 31, 2015
|
$
|
2.9
|
|
|
$
|
(1,614.8
|
)
|
|
$
|
759.0
|
|
|
$
|
4,237.4
|
|
|
$
|
(872.7
|
)
|
|
$
|
19.1
|
|
|
$
|
2,530.9
|
|
•
|
Level 1
: Unadjusted quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2
: Observable inputs other than quoted prices included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
|
•
|
Level 3
: Unobservable inputs reflecting management’s own assumptions about the assumptions market participants would use in pricing the asset or liability.
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to FMC Technologies, Inc.
|
$
|
393.1
|
|
|
$
|
699.9
|
|
|
$
|
501.4
|
|
Weighted average number of shares outstanding
|
230.9
|
|
|
236.3
|
|
|
238.3
|
|
|||
Dilutive effect of restricted stock units and stock options
|
0.8
|
|
|
0.6
|
|
|
0.8
|
|
|||
Total shares and dilutive securities
|
231.7
|
|
|
236.9
|
|
|
239.1
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share attributable to FMC Technologies, Inc.
|
$
|
1.70
|
|
|
$
|
2.96
|
|
|
$
|
2.10
|
|
Diluted earnings per share attributable to FMC Technologies, Inc.
|
$
|
1.70
|
|
|
$
|
2.95
|
|
|
$
|
2.10
|
|
|
Year Ended December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Restructuring expense:
|
|
|
|
||||
Subsea Technologies
|
$
|
28.0
|
|
|
$
|
4.9
|
|
Surface Technologies
|
12.0
|
|
|
—
|
|
||
Energy Infrastructure
|
5.7
|
|
|
—
|
|
||
Total restructuring expense
|
45.7
|
|
|
4.9
|
|
||
Impairment expense:
|
|
|
|
||||
Subsea Technologies
|
5.1
|
|
|
—
|
|
||
Surface Technologies
|
61.4
|
|
|
—
|
|
||
Energy Infrastructure
|
—
|
|
|
—
|
|
||
Total impairment expense
|
66.5
|
|
|
—
|
|
||
Total restructuring and impairment expense
|
$
|
112.2
|
|
|
$
|
4.9
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Raw materials
|
$
|
149.9
|
|
|
$
|
196.6
|
|
Work in process
|
114.8
|
|
|
166.1
|
|
||
Finished goods
|
723.4
|
|
|
849.9
|
|
||
|
988.1
|
|
|
1,212.6
|
|
||
LIFO and valuation adjustments
|
(243.5
|
)
|
|
(191.4
|
)
|
||
Inventory, net
|
$
|
744.6
|
|
|
$
|
1,021.2
|
|
(1)
|
Due to its formation in the second quarter of 2015, financial information for Forsys Subsea is not applicable for 2014 and 2013.
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Land and land improvements
|
$
|
78.4
|
|
|
$
|
83.8
|
|
Buildings
|
385.6
|
|
|
410.6
|
|
||
Machinery and equipment
|
1,620.8
|
|
|
1,530.5
|
|
||
Construction in process
|
178.8
|
|
|
266.9
|
|
||
|
2,263.6
|
|
|
2,291.8
|
|
||
Accumulated depreciation
|
(892.1
|
)
|
|
(833.4
|
)
|
||
Property, plant and equipment, net
|
$
|
1,371.5
|
|
|
$
|
1,458.4
|
|
(In millions)
|
Subsea
Technologies
|
|
Surface
Technologies
|
|
Energy
Infrastructure
|
|
Total
|
||||||||
December 31, 2014
|
$
|
378.8
|
|
|
$
|
87.9
|
|
|
$
|
85.4
|
|
|
$
|
552.1
|
|
Impairment
|
—
|
|
|
(8.4
|
)
|
|
—
|
|
|
(8.4
|
)
|
||||
Translation
|
(21.4
|
)
|
|
(7.6
|
)
|
|
—
|
|
|
(29.0
|
)
|
||||
December 31, 2015
|
$
|
357.4
|
|
|
$
|
71.9
|
|
|
$
|
85.4
|
|
|
$
|
514.7
|
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
(In millions)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
$
|
96.8
|
|
|
$
|
33.6
|
|
|
$
|
142.4
|
|
|
$
|
33.5
|
|
Patents and acquired technology
|
248.5
|
|
|
90.0
|
|
|
256.0
|
|
|
77.3
|
|
||||
Trademarks
|
35.7
|
|
|
11.2
|
|
|
35.9
|
|
|
9.4
|
|
||||
Other
|
5.2
|
|
|
5.1
|
|
|
5.9
|
|
|
5.5
|
|
||||
Total intangible assets
|
$
|
386.2
|
|
|
$
|
139.9
|
|
|
$
|
440.2
|
|
|
$
|
125.7
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Term loan
|
$
|
15.6
|
|
|
$
|
—
|
|
Capital leases
|
0.4
|
|
|
3.8
|
|
||
Foreign uncommitted credit facilities
|
5.9
|
|
|
7.9
|
|
||
Total short-term debt and current portion of long-term debt
|
$
|
21.9
|
|
|
$
|
11.7
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
(1)
|
337.2
|
|
|
469.1
|
|
||
2.00% Notes due 2017
|
299.1
|
|
|
298.6
|
|
||
3.45% Notes due 2022
|
497.5
|
|
|
497.2
|
|
||
Term loan
|
15.6
|
|
|
22.9
|
|
||
Capital leases
|
0.7
|
|
|
9.7
|
|
||
Total long-term debt
|
1,150.1
|
|
|
1,297.5
|
|
||
Less: current portion
|
(16.0
|
)
|
|
(3.8
|
)
|
||
Long-term debt, less current portion
|
$
|
1,134.1
|
|
|
$
|
1,293.7
|
|
(1)
|
At
December 31, 2015
and
2014
, committed credit available under our revolving credit facility provided the ability to refinance our commercial paper obligations on a long-term basis. As we have both the ability and intent to refinance these obligations on a long-term basis, our commercial paper borrowings were classified as long-term in the consolidated balance sheets at
December 31, 2015
and
2014
.
|
|
Payments Due by Period
|
||||||||||||||||||
(In millions)
|
Total
payments |
|
Less than
1 year |
|
1-3
years |
|
3-5
years |
|
After 5
years |
||||||||||
Long-term debt
|
$
|
1,150.1
|
|
|
$
|
16.0
|
|
|
$
|
636.6
|
|
|
$
|
—
|
|
|
$
|
497.5
|
|
(Number of shares in thousands)
|
Common
Stock Issued
|
|
Common Stock
Held in
Employee
Benefit Trust
|
|
Treasury Stock
|
|||
December 31, 2012
|
286,318
|
|
|
196
|
|
|
49,061
|
|
Stock awards
|
—
|
|
|
—
|
|
|
(998
|
)
|
Treasury stock purchases
|
—
|
|
|
—
|
|
|
2,255
|
|
Net stock purchased for (sold from) employee benefit trust
|
—
|
|
|
(16
|
)
|
|
—
|
|
December 31, 2013
|
286,318
|
|
|
180
|
|
|
50,318
|
|
Stock awards
|
—
|
|
|
—
|
|
|
(547
|
)
|
Treasury stock purchases
|
—
|
|
|
—
|
|
|
4,855
|
|
Net stock purchased for (sold from) employee benefit trust
|
—
|
|
|
(13
|
)
|
|
—
|
|
December 31, 2014
|
286,318
|
|
|
167
|
|
|
54,626
|
|
Stock awards
|
—
|
|
|
—
|
|
|
(523
|
)
|
Treasury stock purchases
|
—
|
|
|
—
|
|
|
5,253
|
|
Net stock purchased for (sold from) employee benefit trust
|
—
|
|
|
(10
|
)
|
|
—
|
|
December 31, 2015
|
286,318
|
|
|
157
|
|
|
59,356
|
|
(In millions)
|
Foreign Currency
Translation
|
|
Hedging
|
|
Defined Pension
and Other
Post-Retirement Benefits
|
|
Accumulated Other
Comprehensive Loss
|
||||||||
December 31, 2013
|
$
|
(204.3
|
)
|
|
$
|
31.9
|
|
|
$
|
(168.3
|
)
|
|
$
|
(340.7
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
(107.6
|
)
|
|
(108.4
|
)
|
|
(154.4
|
)
|
|
(370.4
|
)
|
||||
Reclassification adjustment for net (gains) losses included in net income, net of tax
|
—
|
|
|
(0.8
|
)
|
|
28.2
|
|
|
27.4
|
|
||||
Other comprehensive income (loss), net of tax
|
(107.6
|
)
|
|
(109.2
|
)
|
|
(126.2
|
)
|
|
(343.0
|
)
|
||||
December 31, 2014
|
(311.9
|
)
|
|
(77.3
|
)
|
|
(294.5
|
)
|
|
(683.7
|
)
|
||||
Other comprehensive income (loss) before reclassifications, net of tax
|
(182.3
|
)
|
|
(64.9
|
)
|
|
(21.0
|
)
|
|
(268.2
|
)
|
||||
Reclassification adjustment for net (gains) losses included in net income, net of tax
|
—
|
|
|
55.1
|
|
|
24.1
|
|
|
79.2
|
|
||||
Other comprehensive income (loss), net of tax
|
(182.3
|
)
|
|
(9.8
|
)
|
|
3.1
|
|
|
(189.0
|
)
|
||||
December 31, 2015
|
$
|
(494.2
|
)
|
|
$
|
(87.1
|
)
|
|
$
|
(291.4
|
)
|
|
$
|
(872.7
|
)
|
|
|
Year Ended
|
|
|
||||||||||
(In millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|
|
||||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified out of Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Consolidated Statement of Income
|
||||||||||
Gains (losses) on hedging instruments
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts:
|
|
$
|
(122.8
|
)
|
|
$
|
(36.2
|
)
|
|
$
|
(11.7
|
)
|
|
Revenue
|
|
|
53.9
|
|
|
34.2
|
|
|
14.8
|
|
|
Costs of sales
|
|||
|
|
(1.7
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
Selling, general and administrative expense
|
|||
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
Research and development expense
|
|||
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|||
|
|
(70.4
|
)
|
|
(2.2
|
)
|
|
3.1
|
|
|
Income before income taxes
|
|||
|
|
15.3
|
|
|
3.0
|
|
|
2.1
|
|
|
Provision for income taxes
|
|||
|
|
$
|
(55.1
|
)
|
|
$
|
0.8
|
|
|
$
|
5.2
|
|
|
Net income
|
Defined pension and other post-retirement benefits
|
|
|
|
|
|
|
|
|
||||||
Settlements
|
|
$
|
(1.9
|
)
|
|
$
|
(24.9
|
)
|
|
$
|
(5.1
|
)
|
|
(a)
|
Amortization of actuarial loss
|
|
(31.2
|
)
|
|
(18.6
|
)
|
|
(31.7
|
)
|
|
(a)
|
|||
Amortization of prior service credit
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
0.5
|
|
|
(a)
|
|||
Amortization of transition asset
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
(a)
|
|||
|
|
(33.1
|
)
|
|
(43.7
|
)
|
|
(36.2
|
)
|
|
Income before income taxes
|
|||
|
|
9.0
|
|
|
15.5
|
|
|
15.2
|
|
|
Provision for income taxes
|
|||
|
|
$
|
(24.1
|
)
|
|
$
|
(28.2
|
)
|
|
$
|
(21.0
|
)
|
|
Net income
|
(a)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 15 for additional details).
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
(67.7
|
)
|
|
$
|
353.2
|
|
|
$
|
150.7
|
|
Foreign
|
568.6
|
|
|
707.7
|
|
|
563.3
|
|
|||
Income before income taxes attributable to FMC Technologies, Inc.
|
$
|
500.9
|
|
|
$
|
1,060.9
|
|
|
$
|
714.0
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
15.9
|
|
|
$
|
139.6
|
|
|
$
|
77.8
|
|
State
|
(2.7
|
)
|
|
11.7
|
|
|
5.6
|
|
|||
Foreign
|
82.5
|
|
|
227.8
|
|
|
149.6
|
|
|||
Total current
|
95.7
|
|
|
379.1
|
|
|
233.0
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Increase in the valuation allowance for deferred tax assets
|
27.7
|
|
|
34.1
|
|
|
0.5
|
|
|||
Decrease of deferred tax liability for change in tax rates
|
(3.9
|
)
|
|
(2.3
|
)
|
|
(4.3
|
)
|
|||
Other deferred tax (benefit) expense
|
(11.7
|
)
|
|
(49.9
|
)
|
|
(16.6
|
)
|
|||
Total deferred
|
12.1
|
|
|
(18.1
|
)
|
|
(20.4
|
)
|
|||
Provision for income taxes
|
$
|
107.8
|
|
|
$
|
361.0
|
|
|
$
|
212.6
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Deferred tax assets attributable to:
|
|
|
|
||||
Accrued expenses
|
$
|
55.0
|
|
|
$
|
58.0
|
|
Non-deductible interest
|
43.8
|
|
|
29.2
|
|
||
Foreign tax credit carryforwards
|
29.3
|
|
|
29.3
|
|
||
Accrued pension and other post-retirement benefits
|
88.8
|
|
|
91.8
|
|
||
Stock-based compensation
|
34.4
|
|
|
28.9
|
|
||
Net operating loss carryforwards
|
44.7
|
|
|
48.7
|
|
||
Inventories
|
43.0
|
|
|
31.7
|
|
||
Norwegian correction tax
|
—
|
|
|
50.4
|
|
||
Research and development credit
|
4.7
|
|
|
—
|
|
||
Foreign exchange
|
4.1
|
|
|
40.2
|
|
||
Deferred tax assets
|
347.8
|
|
|
408.2
|
|
||
Valuation allowance
|
(58.3
|
)
|
|
(38.9
|
)
|
||
Deferred tax assets, net of valuation allowance
|
289.5
|
|
|
369.3
|
|
||
Deferred tax liabilities attributable to:
|
|
|
|
||||
Revenue in excess of billings on contracts accounted for under the percentage of completion method
|
87.8
|
|
|
105.2
|
|
||
U.S. tax on foreign subsidiaries’ undistributed earnings not indefinitely reinvested
|
0.2
|
|
|
52.5
|
|
||
Property, plant and equipment, goodwill and other assets
|
116.4
|
|
|
142.8
|
|
||
Deferred tax liabilities
|
204.4
|
|
|
300.5
|
|
||
Net deferred tax assets (liabilities)
|
$
|
85.1
|
|
|
$
|
68.8
|
|
(In millions)
|
Federal,
State and
Foreign
Tax
|
|
Accrued
Interest
and
Penalties
|
|
Total Gross
Unrecognized
Income Tax
Benefits
|
||||||
Balance at December 31, 2012
|
$
|
30.5
|
|
|
$
|
6.4
|
|
|
$
|
36.9
|
|
Additions for tax positions related to prior years
|
3.1
|
|
|
0.4
|
|
|
3.5
|
|
|||
Additions for tax positions related to current year
|
3.5
|
|
|
0.3
|
|
|
3.8
|
|
|||
Balance at December 31, 2013
|
$
|
37.1
|
|
|
$
|
7.1
|
|
|
$
|
44.2
|
|
Additions for tax positions related to prior years
|
0.6
|
|
|
0.4
|
|
|
1.0
|
|
|||
Reductions for tax positions due to settlements
|
(1.4
|
)
|
|
(0.3
|
)
|
|
(1.7
|
)
|
|||
Balance at December 31, 2014
|
$
|
36.3
|
|
|
$
|
7.2
|
|
|
$
|
43.5
|
|
Additions for tax positions related to prior years
|
7.3
|
|
|
1.3
|
|
|
8.6
|
|
|||
Additions for tax positions related to current year
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|||
Reductions for tax positions due to settlements
|
(40.4
|
)
|
|
(7.8
|
)
|
|
(48.2
|
)
|
|||
Balance at December 31, 2015
|
$
|
9.3
|
|
|
$
|
0.7
|
|
|
$
|
10.0
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Statutory U.S. federal income tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Net difference resulting from:
|
|
|
|
|
|
|||
Foreign earnings subject to different tax rates:
|
|
|
|
|
|
|||
Singapore
|
(8
|
)
|
|
(1
|
)
|
|
2
|
|
Malaysia
|
(4
|
)
|
|
(1
|
)
|
|
(3
|
)
|
Luxembourg
|
(4
|
)
|
|
(4
|
)
|
|
(6
|
)
|
Other
|
(7
|
)
|
|
(2
|
)
|
|
(6
|
)
|
Foreign earnings subject to U.S. tax
|
3
|
|
|
2
|
|
|
2
|
|
Non-deductible Multi Phase Meters earn-out adjustments
|
—
|
|
|
—
|
|
|
1
|
|
Settlement of foreign audits
|
—
|
|
|
—
|
|
|
1
|
|
Foreign withholding taxes
|
3
|
|
|
2
|
|
|
3
|
|
Change in valuation allowance
|
6
|
|
|
3
|
|
|
—
|
|
Other
|
(2
|
)
|
|
—
|
|
|
1
|
|
Effective income tax rate
|
22
|
%
|
|
34
|
%
|
|
30
|
%
|
|
Pensions
|
|
Other
Post-retirement
Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
||||||||||||
Accumulated benefit obligation
|
$
|
539.3
|
|
|
$
|
364.5
|
|
|
$
|
552.4
|
|
|
$
|
406.3
|
|
|
|
|
|
||||
Projected benefit obligation at January 1
|
$
|
640.6
|
|
|
$
|
482.5
|
|
|
$
|
585.0
|
|
|
$
|
438.8
|
|
|
$
|
10.4
|
|
|
$
|
6.7
|
|
Service cost
|
14.4
|
|
|
16.1
|
|
|
13.8
|
|
|
16.7
|
|
|
—
|
|
|
0.1
|
|
||||||
Interest cost
|
26.4
|
|
|
14.8
|
|
|
29.1
|
|
|
18.5
|
|
|
0.4
|
|
|
0.3
|
|
||||||
Actuarial (gain) loss
|
(35.6
|
)
|
|
(36.9
|
)
|
|
101.8
|
|
|
71.6
|
|
|
(1.2
|
)
|
|
4.0
|
|
||||||
Amendments
|
—
|
|
|
—
|
|
|
2.4
|
|
|
0.3
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Settlements
|
(4.9
|
)
|
|
(0.1
|
)
|
|
(63.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
(39.1
|
)
|
|
—
|
|
|
(53.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(23.8
|
)
|
|
(11.5
|
)
|
|
(27.7
|
)
|
|
(12.2
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
||||||
Other
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Projected benefit obligation at December 31
|
617.1
|
|
|
428.5
|
|
|
640.6
|
|
|
482.5
|
|
|
9.1
|
|
|
10.4
|
|
||||||
Fair value of plan assets at January 1
|
504.8
|
|
|
386.7
|
|
|
576.8
|
|
|
400.8
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
(20.3
|
)
|
|
(7.5
|
)
|
|
8.5
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
7.6
|
|
|
16.2
|
|
|
11.0
|
|
|
22.6
|
|
|
0.5
|
|
|
0.6
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
(30.0
|
)
|
|
—
|
|
|
(40.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
(4.9
|
)
|
|
(0.1
|
)
|
|
(63.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(23.8
|
)
|
|
(11.5
|
)
|
|
(27.7
|
)
|
|
(12.2
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
||||||
Fair value of plan assets at December 31
|
463.4
|
|
|
355.9
|
|
|
504.8
|
|
|
386.7
|
|
|
—
|
|
|
—
|
|
||||||
Funded status of the plans (liability) at December 31
|
$
|
(153.7
|
)
|
|
$
|
(72.6
|
)
|
|
$
|
(135.8
|
)
|
|
$
|
(95.8
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(10.4
|
)
|
|
Pensions
|
|
Other
Post-retirement
Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
||||||||||||
Current portion of accrued pension and other post-retirement benefits
|
$
|
(3.8
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(0.8
|
)
|
Accrued pension and other post-retirement benefits, net of current portion
|
(149.9
|
)
|
|
(72.2
|
)
|
|
(131.7
|
)
|
|
(95.4
|
)
|
|
(8.4
|
)
|
|
(9.6
|
)
|
||||||
Funded status recognized in the consolidated balance sheets at December 31
|
$
|
(153.7
|
)
|
|
$
|
(72.6
|
)
|
|
$
|
(135.8
|
)
|
|
$
|
(95.8
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(10.4
|
)
|
|
Pensions
|
|
Other
Post-retirement
Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
||||||||||||
Pre-tax amounts recognized in accumulated other comprehensive (income) loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized actuarial (gain) loss
|
$
|
242.0
|
|
|
$
|
174.8
|
|
|
$
|
234.9
|
|
|
$
|
187.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.1
|
|
Unrecognized prior service (credit) cost
|
0.1
|
|
|
1.2
|
|
|
0.2
|
|
|
1.3
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Unrecognized transition asset
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Accumulated other comprehensive (income) loss at December 31
|
$
|
242.1
|
|
|
$
|
175.9
|
|
|
$
|
235.1
|
|
|
$
|
188.9
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.0
|
|
|
Pensions
|
|
Other
Post-retirement
Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
||||||||||||
Plans with underfunded or non-funded projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Aggregate projected benefit obligation
|
$
|
617.1
|
|
|
$
|
428.5
|
|
|
$
|
640.6
|
|
|
$
|
482.5
|
|
|
$
|
9.1
|
|
|
$
|
10.4
|
|
Aggregate fair value of plan assets
|
$
|
463.4
|
|
|
$
|
355.9
|
|
|
$
|
504.8
|
|
|
$
|
386.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pensions
|
|
Other
Post-retirement
Benefits
|
||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
||||||||
Plans with underfunded or non-funded accumulated benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aggregate accumulated benefit obligation
|
$
|
539.3
|
|
|
$
|
117.7
|
|
|
$
|
552.4
|
|
|
$
|
145.0
|
|
|
|
|
|
Aggregate fair value of plan assets
|
$
|
463.4
|
|
|
$
|
90.4
|
|
|
$
|
504.8
|
|
|
$
|
103.1
|
|
|
|
|
|
|
Pensions
|
|
Other Post-retirement
Benefits
|
||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
|
|
||||||||||||||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
14.4
|
|
|
$
|
16.1
|
|
|
$
|
13.8
|
|
|
$
|
16.7
|
|
|
$
|
16.5
|
|
|
$
|
14.7
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
26.4
|
|
|
14.8
|
|
|
29.1
|
|
|
18.5
|
|
|
25.8
|
|
|
16.1
|
|
|
0.4
|
|
|
0.3
|
|
|
0.2
|
|
|||||||||
Expected return on plan assets
|
(43.9
|
)
|
|
(27.9
|
)
|
|
(46.3
|
)
|
|
(30.0
|
)
|
|
(41.6
|
)
|
|
(23.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement cost
|
2.1
|
|
|
(0.1
|
)
|
|
22.5
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Curtailment cost
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of transition asset
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||||||
Amortization of net actuarial loss (gain)
|
19.4
|
|
|
11.7
|
|
|
12.2
|
|
|
6.7
|
|
|
26.6
|
|
|
5.3
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|||||||||
Net periodic benefit cost (income)
|
$
|
18.4
|
|
|
$
|
14.6
|
|
|
$
|
33.6
|
|
|
$
|
12.2
|
|
|
$
|
32.3
|
|
|
$
|
12.4
|
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
(0.4
|
)
|
|
Pensions
|
|
Other Post-retirement
Benefits
|
||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
|
|
||||||||||||||||||
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net actuarial gain (loss) arising during period
|
$
|
(28.5
|
)
|
|
$
|
0.6
|
|
|
$
|
(139.6
|
)
|
|
$
|
(80.9
|
)
|
|
$
|
193.3
|
|
|
$
|
(15.6
|
)
|
|
$
|
1.2
|
|
|
$
|
(4.0
|
)
|
|
$
|
1.7
|
|
Prior service (cost) credit arising during period
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||||||||
Settlements and curtailments
|
2.1
|
|
|
(0.1
|
)
|
|
24.9
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net actuarial loss (gain)
|
19.4
|
|
|
11.7
|
|
|
12.2
|
|
|
6.7
|
|
|
26.6
|
|
|
5.3
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||||||
Amortization of transition asset
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total recognized in other comprehensive income (loss)
|
$
|
(7.0
|
)
|
|
$
|
11.6
|
|
|
$
|
(104.9
|
)
|
|
$
|
(74.2
|
)
|
|
$
|
224.9
|
|
|
$
|
(10.9
|
)
|
|
$
|
1.3
|
|
|
$
|
(4.2
|
)
|
|
$
|
1.0
|
|
|
Pensions
|
|
Other
Post-retirement
Benefits
|
||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
|
||||||
Net actuarial losses (gains)
|
$
|
15.5
|
|
|
$
|
10.2
|
|
|
$
|
(0.1
|
)
|
Prior service cost (credit)
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Transition asset
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
Pensions
|
|
Other
Post-retirement
Benefits
|
|||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.20
|
%
|
|
3.21
|
%
|
|
5.10
|
%
|
|
4.30
|
%
|
|
3.90
|
%
|
|
4.46
|
%
|
|
4.20
|
%
|
|
5.10
|
%
|
|
3.90
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
3.84
|
%
|
|
4.00
|
%
|
|
4.29
|
%
|
|
4.00
|
%
|
|
3.98
|
%
|
|
|
|
|
|
|
|||
Expected rate of return on plan assets
|
9.00
|
%
|
|
7.48
|
%
|
|
9.00
|
%
|
|
7.61
|
%
|
|
9.00
|
%
|
|
7.44
|
%
|
|
|
|
|
|
|
•
|
Cash is valued at cost, which approximates fair value.
|
•
|
Equity securities are comprised of common stock and preferred stock. The fair values of equity securities are valued at the closing price reported on the active market on which the securities are traded.
|
•
|
Fair values of registered investment companies and common/collective trusts are valued based on quoted market prices, which represent the net asset value (“NAV”) of shares held. Registered investment companies primarily include investments in emerging market bonds. Common/collective trusts primarily includes money market instruments with short maturities.
|
•
|
Insurance contracts are valued at book value, which approximates fair value, and is calculated using the prior-year balance plus or minus investment returns and changes in cash flows.
|
•
|
The fair values of hedge funds are valued using the NAV as determined by the administrator or custodian of the fund. The funds primarily invest in U.S. and international equities, debt securities and other hedge funds.
|
•
|
The fair values of limited partnerships are valued using the NAV as determined by the administrator or custodian of the fund. The partnerships primarily invest in U.S. and international equities and debt securities.
|
•
|
Real estate and other investments primarily consists of real estate investment trusts and other investments. These investments are measured at quoted market prices, which represent the NAV of the securities held in such funds at year end.
|
|
U.S.
|
|
International
|
||||||||||||||||||||||||||||
December 31, 2015
(In millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and cash equivalents
|
$
|
29.7
|
|
|
$
|
29.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. companies
|
150.0
|
|
|
150.0
|
|
|
—
|
|
|
—
|
|
|
44.5
|
|
|
44.5
|
|
|
—
|
|
|
—
|
|
||||||||
International companies
|
30.8
|
|
|
30.8
|
|
|
—
|
|
|
—
|
|
|
221.8
|
|
|
221.8
|
|
|
—
|
|
|
—
|
|
||||||||
Registered investment companies
(1)
|
14.8
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Common/collective trusts
(1)
|
23.1
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88.4
|
|
|
—
|
|
|
88.4
|
|
|
—
|
|
||||||||
Hedge funds
(1)
|
140.3
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Limited partnerships
(1)
|
68.3
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Real estate and other investments
|
6.1
|
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total assets
|
$
|
463.1
|
|
|
$
|
216.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
355.9
|
|
|
$
|
267.5
|
|
|
$
|
88.4
|
|
|
$
|
—
|
|
December 31, 2014
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
103.6
|
|
|
$
|
103.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. companies
|
162.3
|
|
|
162.3
|
|
|
—
|
|
|
—
|
|
|
44.1
|
|
|
44.1
|
|
|
—
|
|
|
—
|
|
||||||||
International companies
|
53.5
|
|
|
53.5
|
|
|
—
|
|
|
—
|
|
|
241.9
|
|
|
241.9
|
|
|
—
|
|
|
—
|
|
||||||||
Registered investment companies
(1)
|
4.8
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Common/collective trusts
(1)
|
49.3
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.4
|
|
|
—
|
|
|
100.4
|
|
|
—
|
|
||||||||
Hedge funds
(1)
|
65.3
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Limited partnerships
(1)
|
60.3
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Real estate and other investments
|
6.5
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total assets
|
$
|
505.6
|
|
|
$
|
325.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
386.7
|
|
|
$
|
286.3
|
|
|
$
|
100.4
|
|
|
$
|
—
|
|
(1)
|
Certain investments that are measured at fair value using net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
|
|
Pensions
|
|
Other
Post-retirement
Benefits
|
||||||||
(In millions)
|
U.S.
|
|
International
|
|
|
||||||
2016
|
$
|
26.9
|
|
|
$
|
11.1
|
|
|
$
|
0.7
|
|
2017
|
$
|
40.7
|
|
|
$
|
11.9
|
|
|
$
|
0.7
|
|
2018
|
$
|
27.4
|
|
|
$
|
13.3
|
|
|
$
|
0.7
|
|
2019
|
$
|
28.9
|
|
|
$
|
14.3
|
|
|
$
|
0.7
|
|
2020
|
$
|
30.5
|
|
|
$
|
15.4
|
|
|
$
|
0.7
|
|
2021-2025
|
$
|
180.0
|
|
|
$
|
94.8
|
|
|
$
|
3.4
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Stock-based compensation expense
|
$
|
49.4
|
|
|
$
|
44.9
|
|
|
$
|
47.7
|
|
Income tax benefits related to stock-based compensation expense
|
$
|
16.8
|
|
|
$
|
14.5
|
|
|
$
|
16.2
|
|
|
|
December 31, 2015
|
||
Stock-based compensation expense not yet recognized (in millions)
|
|
$
|
49.4
|
|
Weighted-average recognition period (in years)
|
|
1.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average grant date fair value of restricted stock units granted
|
$
|
39.36
|
|
|
$
|
51.20
|
|
|
$
|
53.01
|
|
Vest date fair value of restricted stock units vested (in millions)
|
$
|
25.5
|
|
|
$
|
39.1
|
|
|
$
|
51.5
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
(In millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
Current – Derivative financial instruments
|
$
|
345.6
|
|
|
$
|
526.2
|
|
|
$
|
172.1
|
|
|
$
|
207.1
|
|
Long-term – Derivative financial instruments
|
0.1
|
|
|
0.5
|
|
|
129.4
|
|
|
214.6
|
|
||||
Total derivatives designated as hedging instruments
|
345.7
|
|
|
526.7
|
|
|
301.5
|
|
|
421.7
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
Current – Derivative financial instruments
|
26.3
|
|
|
28.7
|
|
|
25.5
|
|
|
23.1
|
|
||||
Long-term – Derivative financial instruments
|
—
|
|
|
—
|
|
|
5.5
|
|
|
5.6
|
|
||||
Total derivatives not designated as hedging instruments
|
26.3
|
|
|
28.7
|
|
|
31.0
|
|
|
28.7
|
|
||||
Total derivatives
|
$
|
372.0
|
|
|
$
|
555.4
|
|
|
$
|
332.5
|
|
|
$
|
450.4
|
|
|
Gain (Loss) Recognized in OCI (Effective Portion)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign exchange contracts
|
$
|
(83.5
|
)
|
|
$
|
(137.1
|
)
|
|
$
|
24.1
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
Gain (Loss) Reclassified From Accumulated
OCI into Income (Effective Portion)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
||||||
Revenue
|
$
|
(122.8
|
)
|
|
$
|
(36.2
|
)
|
|
$
|
(11.7
|
)
|
Cost of sales
|
53.9
|
|
|
34.2
|
|
|
14.8
|
|
|||
Selling, general and administrative expense
|
(1.7
|
)
|
|
(0.2
|
)
|
|
—
|
|
|||
Research and development expense
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(70.4
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
3.1
|
|
Location of Gain (Loss) Recognized in Income
|
Gain (Loss) Recognized in Income (Ineffective Portion
and Amount Excluded from Effectiveness Testing)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
||||||
Revenue
|
$
|
14.2
|
|
|
$
|
24.7
|
|
|
$
|
2.7
|
|
Cost of sales
|
(17.3
|
)
|
|
(24.9
|
)
|
|
(11.0
|
)
|
|||
Total
|
$
|
(3.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(8.3
|
)
|
Location of Gain (Loss) Recognized in Income
|
Gain (Loss) Recognized in Income on
Derivatives (Instruments Not Designated
as Hedging Instruments)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
||||||
Revenue
|
$
|
(11.1
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
0.6
|
|
Cost of sales
|
2.8
|
|
|
0.7
|
|
|
(0.2
|
)
|
|||
Other income (expense), net
(1)
|
43.4
|
|
|
35.4
|
|
|
(15.0
|
)
|
|||
Total
|
$
|
35.1
|
|
|
$
|
32.1
|
|
|
$
|
(14.6
|
)
|
(1)
|
Other income (expense), net excludes asset and liability remeasurement gains and losses.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(In millions)
|
Gross Amount Recognized
|
|
Gross Amounts Not Offset Permitted Under Master Netting Agreements
|
|
Net Amount
|
|
Gross Amount Recognized
|
|
Gross Amounts Not Offset Permitted Under Master Netting Agreements
|
|
Net Amount
|
||||||||||||
Derivative assets
|
$
|
372.0
|
|
|
$
|
(355.0
|
)
|
|
$
|
17.0
|
|
|
$
|
332.5
|
|
|
$
|
(321.5
|
)
|
|
$
|
11.0
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(In millions)
|
Gross Amount Recognized
|
|
Gross Amounts Not Offset Permitted Under Master Netting Agreements
|
|
Net Amount
|
|
Gross Amount Recognized
|
|
Gross Amounts Not Offset Permitted Under Master Netting Agreements
|
|
Net Amount
|
||||||||||||
Derivative liabilities
|
$
|
555.4
|
|
|
$
|
(355.0
|
)
|
|
$
|
200.4
|
|
|
$
|
450.4
|
|
|
$
|
(321.5
|
)
|
|
$
|
128.9
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
$
|
18.4
|
|
|
$
|
18.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
|
$
|
22.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income
|
4.9
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
||||||||
Other investments
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
||||||||
Money market fund
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
||||||||
Stable value fund
(1)
|
1.2
|
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
|
|
||||||||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
372.0
|
|
|
—
|
|
|
372.0
|
|
|
—
|
|
|
332.5
|
|
|
—
|
|
|
332.5
|
|
|
—
|
|
||||||||
Total assets
|
$
|
400.4
|
|
|
$
|
24.3
|
|
|
$
|
374.9
|
|
|
$
|
—
|
|
|
$
|
368.3
|
|
|
$
|
31.7
|
|
|
$
|
335.9
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
555.4
|
|
|
—
|
|
|
555.4
|
|
|
—
|
|
|
450.4
|
|
|
—
|
|
|
450.4
|
|
|
—
|
|
||||||||
Total liabilities
|
$
|
555.4
|
|
|
$
|
—
|
|
|
$
|
555.4
|
|
|
$
|
—
|
|
|
$
|
450.4
|
|
|
$
|
—
|
|
|
$
|
450.4
|
|
|
$
|
—
|
|
(1)
|
Certain investments that are measured at fair value using net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
$
|
23.0
|
|
|
$
|
18.0
|
|
Expenses for new warranties
|
28.5
|
|
|
30.5
|
|
||
Adjustments to existing accruals
|
2.6
|
|
|
0.7
|
|
||
Claims paid
|
(27.1
|
)
|
|
(26.2
|
)
|
||
Balance at end of year
|
$
|
27.0
|
|
|
$
|
23.0
|
|
•
|
Subsea Technologies—designs and manufactures products and systems and provides services used by oil and gas companies involved in deepwater exploration and production of crude oil and natural gas. FTO Services and Forsys Subsea are included in the results of operations and capital employed of the Subsea Technologies segment. Refer to Note 7 for additional information.
|
•
|
Surface Technologies—designs and manufactures systems and provides services used by oil and gas companies involved in land and offshore exploration and production of crude oil and natural gas; designs, manufactures and supplies technologically advanced high pressure valves and fittings for oilfield service companies; and also provides flowback and wireline services for exploration companies in the oil and gas industry.
|
•
|
Energy Infrastructure—manufactures and supplies liquid and gas measurement and transportation equipment and systems to customers involved in the production, transportation and processing of crude oil, natural gas and petroleum-based refined products.
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Segment revenue
|
|
|
|
|
|
||||||
Subsea Technologies
(1)
|
$
|
4,509.0
|
|
|
$
|
5,266.4
|
|
|
$
|
4,726.9
|
|
Surface Technologies
|
1,487.6
|
|
|
2,130.7
|
|
|
1,806.8
|
|
|||
Energy Infrastructure
|
395.4
|
|
|
557.4
|
|
|
617.2
|
|
|||
Other revenue
(2)
and intercompany eliminations
|
(29.3
|
)
|
|
(11.9
|
)
|
|
(24.7
|
)
|
|||
Total revenue
|
$
|
6,362.7
|
|
|
$
|
7,942.6
|
|
|
$
|
7,126.2
|
|
Income before income taxes:
|
|
|
|
|
|
||||||
Segment operating profit:
(6)
|
|
|
|
|
|
||||||
Subsea Technologies
|
$
|
630.2
|
|
|
$
|
748.2
|
|
|
$
|
548.2
|
|
Surface Technologies
|
60.6
|
|
|
393.0
|
|
|
257.2
|
|
|||
Energy Infrastructure
|
3.2
|
|
|
52.5
|
|
|
74.3
|
|
|||
Intercompany eliminations
|
0.2
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Total segment operating profit
|
694.2
|
|
|
1,193.4
|
|
|
879.6
|
|
|||
Corporate items:
|
|
|
|
|
|
||||||
Corporate expense
(3)
|
(60.2
|
)
|
|
(66.3
|
)
|
|
(46.3
|
)
|
|||
Other revenue
(2)
and other expense, net
(4)
|
(100.8
|
)
|
|
(33.7
|
)
|
|
(85.6
|
)
|
|||
Net interest expense
|
(32.3
|
)
|
|
(32.5
|
)
|
|
(33.7
|
)
|
|||
Total corporate items
|
(193.3
|
)
|
|
(132.5
|
)
|
|
(165.6
|
)
|
|||
Income before income taxes attributable to FMC Technologies, Inc.
(5)
|
$
|
500.9
|
|
|
$
|
1,060.9
|
|
|
$
|
714.0
|
|
(1)
|
We had
one
customer in our Subsea Technologies segment that comprised approximately
$875.9 million
of our consolidated revenue for the year ended December 31, 2013.
|
(2)
|
Other revenue comprises certain unrealized gains and losses on derivative instruments related to unexecuted sales contracts.
|
(3)
|
Corporate expense primarily includes corporate staff expenses.
|
(4)
|
Other expense, net, generally includes stock-based compensation, other employee benefits, LIFO adjustments, certain foreign exchange gains and losses, and the impact of unusual or strategic transactions not representative of segment operations.
|
(5)
|
Excludes amounts attributable to noncontrolling interests.
|
(6)
|
Includes restructuring and impairment expenses in 2015 and 2014. Refer to Note 4 for additional information.
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Segment operating capital employed
(1)
:
|
|
|
|
||||
Subsea Technologies
|
$
|
2,025.7
|
|
|
$
|
2,175.2
|
|
Surface Technologies
|
911.9
|
|
|
1,183.6
|
|
||
Energy Infrastructure
|
281.5
|
|
|
313.9
|
|
||
Total segment operating capital employed
|
3,219.1
|
|
|
3,672.7
|
|
||
Segment liabilities included in total segment operating capital employed
(2)
|
1,806.1
|
|
|
2,402.3
|
|
||
Corporate
(3)
|
1,412.7
|
|
|
1,097.1
|
|
||
Total assets
|
$
|
6,437.9
|
|
|
$
|
7,172.1
|
|
Segment assets:
|
|
|
|
||||
Subsea Technologies
|
$
|
3,512.3
|
|
|
$
|
4,066.1
|
|
Surface Technologies
|
1,131.9
|
|
|
1,587.8
|
|
||
Energy Infrastructure
|
396.7
|
|
|
442.3
|
|
||
Intercompany eliminations
|
(15.7
|
)
|
|
(21.2
|
)
|
||
Total segment assets
|
5,025.2
|
|
|
6,075.0
|
|
||
Corporate
(3)
|
1,412.7
|
|
|
1,097.1
|
|
||
Total assets
|
$
|
6,437.9
|
|
|
$
|
7,172.1
|
|
(1)
|
FMC Technologies’ management views segment operating capital employed, which consists of assets, net of its liabilities, as the primary measure of segment capital. Segment operating capital employed excludes debt, certain investments, pension liabilities, income taxes and LIFO and valuation adjustments.
|
(2)
|
Segment liabilities included in total segment operating capital employed consist of trade and other accounts payable, advance payments and progress billings, accrued payroll and other liabilities.
|
(3)
|
Corporate includes cash, LIFO adjustments, deferred income tax balances, property, plant and equipment not associated with a specific segment, pension assets and the fair value of derivative financial instruments.
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
1,721.5
|
|
|
$
|
2,245.3
|
|
|
$
|
1,940.4
|
|
Nigeria
|
622.1
|
|
|
627.0
|
|
|
335.0
|
|
|||
Brazil
|
516.9
|
|
|
831.6
|
|
|
689.0
|
|
|||
Norway
|
492.1
|
|
|
1,023.3
|
|
|
1,217.7
|
|
|||
Angola
|
485.1
|
|
|
406.7
|
|
|
516.0
|
|
|||
All other countries
|
2,525.0
|
|
|
2,808.7
|
|
|
2,428.1
|
|
|||
Total revenue
|
$
|
6,362.7
|
|
|
$
|
7,942.6
|
|
|
$
|
7,126.2
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
501.6
|
|
|
$
|
490.5
|
|
Norway
|
242.4
|
|
|
250.8
|
|
||
Malaysia
|
118.5
|
|
|
112.6
|
|
||
Brazil
|
116.5
|
|
|
169.1
|
|
||
United Kingdom
|
93.9
|
|
|
147.0
|
|
||
All other countries
|
298.6
|
|
|
288.4
|
|
||
Total long-lived assets
|
$
|
1,371.5
|
|
|
$
|
1,458.4
|
|
|
Capital Expenditures
Year Ended December 31,
|
|
Depreciation and
Amortization
Year Ended December 31,
|
|
Research and
Development Expense
Year Ended December 31,
|
||||||||||||||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Subsea Technologies
|
$
|
175.6
|
|
|
$
|
268.7
|
|
|
$
|
235.0
|
|
|
$
|
154.3
|
|
|
$
|
138.0
|
|
|
$
|
119.5
|
|
|
$
|
110.7
|
|
|
$
|
92.2
|
|
|
$
|
87.1
|
|
Surface Technologies
|
69.4
|
|
|
124.6
|
|
|
70.1
|
|
|
74.4
|
|
|
72.0
|
|
|
68.0
|
|
|
16.1
|
|
|
21.6
|
|
|
15.6
|
|
|||||||||
Energy Infrastructure
|
3.6
|
|
|
10.5
|
|
|
8.3
|
|
|
16.7
|
|
|
16.6
|
|
|
16.5
|
|
|
9.5
|
|
|
11.3
|
|
|
12.2
|
|
|||||||||
Corporate
|
2.2
|
|
|
0.6
|
|
|
0.7
|
|
|
6.2
|
|
|
5.9
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Intercompany eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(1.4
|
)
|
|
(2.5
|
)
|
|||||||||
Total
|
$
|
250.8
|
|
|
$
|
404.4
|
|
|
$
|
314.1
|
|
|
$
|
251.6
|
|
|
$
|
232.5
|
|
|
$
|
209.8
|
|
|
$
|
135.3
|
|
|
$
|
123.7
|
|
|
$
|
112.4
|
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
(In millions, except per share
data)
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
||||||||||||||||
Revenue
|
$
|
1,427.3
|
|
|
$
|
1,545.0
|
|
|
$
|
1,695.2
|
|
|
$
|
1,695.2
|
|
|
$
|
2,156.2
|
|
|
$
|
1,976.7
|
|
|
$
|
1,985.3
|
|
|
$
|
1,824.4
|
|
Cost of sales
|
1,141.3
|
|
|
1,173.9
|
|
|
1,297.0
|
|
|
1,293.0
|
|
|
1,608.9
|
|
|
1,479.6
|
|
|
1,507.8
|
|
|
1,403.5
|
|
||||||||
Net income
(1)
|
56.2
|
|
|
82.5
|
|
|
108.0
|
|
|
148.1
|
|
|
170.6
|
|
|
170.5
|
|
|
227.7
|
|
|
136.5
|
|
||||||||
Net income attributable to FMC Technologies, Inc.
(1)
|
$
|
55.6
|
|
|
$
|
82.0
|
|
|
$
|
107.9
|
|
|
$
|
147.6
|
|
|
$
|
168.6
|
|
|
$
|
169.8
|
|
|
$
|
226.3
|
|
|
$
|
135.2
|
|
Basic earnings per share
|
$
|
0.24
|
|
|
$
|
0.36
|
|
|
$
|
0.46
|
|
|
$
|
0.63
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.96
|
|
|
$
|
0.57
|
|
Diluted earnings per share
|
$
|
0.24
|
|
|
$
|
0.35
|
|
|
$
|
0.46
|
|
|
$
|
0.63
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.95
|
|
|
$
|
0.57
|
|
(1)
|
In the second quarter of 2014, we completed the sale of Material Handling Products and recognized a gain on the sale. Refer to Note 5 for additional information.
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest (net of interest capitalized)
|
$
|
31.0
|
|
|
$
|
31.6
|
|
|
$
|
27.1
|
|
Cash paid for income taxes (net of refunds received)
|
$
|
239.1
|
|
|
$
|
370.0
|
|
|
$
|
137.3
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Other reportable information:
|
|
|
|
||||
Unbilled receivables included in receivables
|
$
|
638.4
|
|
|
$
|
804.3
|
|
Trading securities included in investments
|
$
|
28.4
|
|
|
$
|
35.8
|
|
Net capitalized software costs included in other assets
|
$
|
60.1
|
|
|
$
|
57.3
|
|
i)
|
effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
|
ii)
|
effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
1.
|
The following consolidated financial statements of FMC Technologies, Inc. and subsidiaries are filed as part of this Annual Report on Form 10-K under Part II, Item 8:
|
2.
|
Financial Statement Schedule and related Report of Independent Registered Public Accounting Firm:
|
3.
|
Exhibits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In millions)
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
Balance at
Beginning of
Period
|
|
Charged to
Costs
and Expenses
|
|
Charged to
Other
Accounts
(a)
|
|
Deductions
and Adjustments
(b)
|
|
Balance at
End of Period
|
||||||||||
Year Ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
6.1
|
|
|
$
|
3.0
|
|
|
$
|
0.2
|
|
|
$
|
1.9
|
|
|
$
|
7.4
|
|
Inventory valuation reserve
|
$
|
69.9
|
|
|
$
|
37.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
21.1
|
|
|
$
|
86.0
|
|
Valuation allowance for deferred tax assets
|
$
|
4.3
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
4.7
|
|
Year Ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
7.4
|
|
|
$
|
3.6
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.0
|
|
|
$
|
9.4
|
|
Inventory valuation reserve
|
$
|
86.0
|
|
|
$
|
47.6
|
|
|
$
|
(8.7
|
)
|
|
$
|
28.1
|
|
|
$
|
96.8
|
|
Valuation allowance for deferred tax assets
|
$
|
4.7
|
|
|
$
|
39.9
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
38.9
|
|
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
9.4
|
|
|
$
|
10.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
19.2
|
|
Inventory valuation reserve
|
$
|
96.8
|
|
|
$
|
94.1
|
|
|
$
|
(6.2
|
)
|
|
$
|
31.4
|
|
|
$
|
153.3
|
|
Valuation allowance for deferred tax assets
|
$
|
38.9
|
|
|
$
|
27.7
|
|
|
$
|
—
|
|
|
$
|
8.3
|
|
|
$
|
58.3
|
|
(a)
|
“Additions charged to other accounts” includes translation adjustments and allowances acquired through business combinations.
|
(b)
|
“Deductions and adjustments” includes write-offs, net of recoveries, and reductions in the allowances credited to expense.
|
|
FMC TECHNOLOGIES, INC.
(Registrant)
|
|
|
|
|
|
By:
|
/
S
/ M
ARYANN
T. M
ANNEN
|
|
|
Maryann T. Mannen
Executive Vice President and Chief Financial Officer
|
Date
|
|
Signature
|
|
|
|
February 24, 2016
|
|
/
S
/ J
OHN
T. G
REMP
|
|
|
John T. Gremp
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
February 24, 2016
|
|
/
S
/ M
ARYANN
T. M
ANNEN
|
|
|
Maryann T. Mannen
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
February 24, 2016
|
|
/
S
/ J
AY
A. N
UTT
|
|
|
Jay A. Nutt
Vice President, Controller and Treasurer
(Principal Accounting Officer)
|
|
|
|
February 24, 2016
|
|
/s/
M
IKE
R
.
B
OWLIN
|
|
|
Mike R. Bowlin,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ E
LEAZAR
D
E
C
ARVALHO
F
ILHO
|
|
|
Eleazar De Carvalho Filho,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ C
LARENCE
P. C
AZALOT, JR.
|
|
|
Clarence P. Cazalot, Jr.,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ C. M
AURY
D
EVINE
|
|
|
C. Maury Devine,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ C
LAIRE
S. F
ARLEY
|
|
|
Claire S. Farley,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ T
HOMAS
M. H
AMILTON
|
|
|
Thomas M. Hamilton,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ P
ETER
M
ELLBYE
|
|
|
Peter Mellbye,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ J
OSEPH
H. N
ETHERLAND
|
|
|
Joseph H. Netherland,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ P
ETER
O
OSTERVEER
|
|
|
Peter Oosterveer,
Director
|
|
|
|
February 24, 2016
|
|
/S/
R
ICHARD
A
.
P
ATTAROZZI
|
|
|
Richard A. Pattarozzi,
Director
|
|
|
|
February 24, 2016
|
|
/S/
K
AY
G. P
RIESTLY
|
|
|
Kay G. Priestly,
Director
|
|
|
|
February 24, 2016
|
|
/
S
/ J
AMES
M. R
INGLER
|
|
|
James M. Ringler,
Director
|
|
|
|
Exhibit
No.
|
|
Exhibit Description
|
2.1
|
|
Arrangement Agreement between FMC Technologies, Inc. and Pure Energy Services Ltd. dated August 17, 2012 (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on August 20, 2012) (File No. 001-16489).
|
3.1
|
|
Restated Certificate of Incorporation of FMC Technologies, Inc. (incorporated by reference from Exhibit 3.1 to the Annual Report on Form 10-K filed on February 22, 2013) (File No. 001-16489).
|
3.2
|
|
Amended and Restated Bylaws of FMC Technologies, Inc. (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed on October 5, 2015) (File No. 001-16489).
|
4.1
|
|
Form of Specimen Certificate for FMC Technologies, Inc. Common Stock (incorporated by reference from Exhibit 4.1 to the Form S-1/A filed on May 4, 2001) (Registration No. 333-55920).
|
4.2
|
|
Indenture between FMC Technologies, Inc. and U.S. Bank National Association, as trustee, dated September 21, 2012 (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed on September 25, 2012) (File No. 001-16489).
|
4.2.a
|
|
First Supplemental Indenture between FMC Technologies, Inc. and U.S. Bank National Association, as trustee, dated September 21, 2012 (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K filed on September 25, 2012) (File No. 001-16489).
|
4.2.b
|
|
Form of 2.00% Senior Notes due 2017 (incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K filed on September 25, 2012) (File No. 001-16489).
|
4.2.c
|
|
Second Supplemental Indenture between FMC Technologies, Inc. and U.S. Bank National Association, as trustee, dated September 21, 2012 (incorporated by reference from Exhibit 4.4 to the Current Report on Form 8-K filed on September 25, 2012) (File No. 001-16489).
|
4.2.d
|
|
Form of 3.45% Senior Notes due 2022 (incorporated by reference from Exhibit 4.5 to the Current Report on Form 8-K filed on September 25, 2012) (File No. 001-16489).
|
10.1*
|
|
Amended and Restated FMC Technologies, Inc. Incentive Compensation and Stock Plan, dated February 21, 2013 (incorporated by reference from Exhibit 10.4 to the Annual Report on Form 10-K filed on February 22, 2013) (File No. 001-16489).
|
10.1.a*
|
|
First Amendment of the Amended and Restated FMC Technologies, Inc. Incentive Compensation and Stock Plan, dated October 3, 2013 (incorporated by reference from Exhibit 10.4.a to the Annual Report on Form 10-K filed on February 21, 2014) (File No. 001-16489).
|
10.2*
|
|
Form of Grant Agreement for Long Term Incentive Restricted Stock Grant Pursuant to the Amended and Restated FMC Technologies, Inc. Incentive Compensation and Stock Plan (Employee) (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed on March 5, 2015) (File No. 001-16489).
|
10.3*
|
|
Form of Grant Agreement for Key Manager Restricted Stock Grant Pursuant to the FMC Technologies, Inc. Incentive Compensation and Stock Plan (incorporated by reference from Exhibit 10.4f to the Quarterly Report on Form 10-Q filed on May 10, 2005) (File No. 001-16489).
|
10.4*
|
|
Form of Grant Agreement for Non-Qualified Stock Option Grant Pursuant to the FMC Technologies, Inc. Incentive Compensation and Stock Plan (Employee) (incorporated by reference from Exhibit 10.4g to the Quarterly Report on Form 10-Q filed on May 10, 2005) (File No. 001-16489).
|
10.5*
|
|
Form of Grant Agreement for Non-Qualified Stock Option Grant Pursuant to the FMC Technologies, Inc. Incentive Compensation and Stock Plan (Non-Employee Director) (incorporated by reference from Exhibit 10.4h to the Quarterly Report on Form 10-Q filed on May 10, 2005) (File No. 001-16489).
|
10.6*
|
|
Form of Long Term Incentive Restricted Stock Unit Agreement Pursuant to the FMC Technologies, Inc. Incentive Compensation and Stock Plan for Employees of FMC Technologies SA (incorporated by reference from Exhibit 10.4.j to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.7*
|
|
Form of FMC Technologies, Inc. Executive Severance Agreement (incorporated by reference from Exhibit 10.15 to the Annual Report on Form 10-K filed on February 22, 2013) (File No. 001-16489).
|
10.8*
|
|
Amended and Restated FMC Technologies, Inc. Employees’ Retirement Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan, dated January 1, 2013 (incorporated by reference from Exhibit 10.16 to the Annual Report on Form 10-K filed on February 22, 2013) (File No. 001-16489).
|
10.8.a*
|
|
First Amendment of Amended and Restated FMC Technologies, Inc. Employees’ Retirement Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan, dated April 30, 2014.
|
10.8.b*
|
|
Second Amendment of Amended and Restated FMC Technologies, Inc. Employees’ Retirement Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan, dated June 30, 2014 (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on June 25, 2014) (File No. 001-16489).
|
10.8.c*
|
|
Third Amendment of Amended and Restated FMC Technologies, Inc. Employees’ Retirement Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan, dated November 14, 2014 (incorporated by reference from Exhibit 10.13.c to the Annual Report on Form 10-K filed on February 20, 2015) (File No. 001-16489).
|
10.8.d*
|
|
Fourth Amendment of Amended and Restated FMC Technologies, Inc. Employees’ Retirement Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan, dated December 18, 2015.
|
10.9*
|
|
Amended and Restated FMC Technologies, Inc. Employees’ Retirement Program Part II Union Hourly Employees’ Retirement Plan, dated January 28, 2013 (incorporated by reference from Exhibit 10.17 to the Annual Report on Form 10-K filed on February 22, 2013) (File No. 001-16489).
|
10.9.a*
|
|
First Amendment of Amended and Restated FMC Technologies, Inc. Employees’ Retirement Program Part II Union Hourly Employees’ Retirement Plan, dated November 14, 2014 (incorporated by reference from Exhibit 10.14.a to the Annual Report on Form 10-K filed on February 20, 2015) (File No. 001-16489).
|
10.10*
|
|
FMC Technologies, Inc. Salaried Employees’ Equivalent Retirement Plan, dated July 31, 2008 (incorporated by reference from Exhibit 10.7 to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.10.a*
|
|
First Amendment to the FMC Technologies, Inc. Salaried Employees’ Equivalent Retirement Plan, dated October 29, 2009 (incorporated by reference from Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on November 3, 2009) (File No. 001-16489).
|
10.10.b*
|
|
Second Amendment to the FMC Technologies, Inc. Salaried Employees’ Equivalent Retirement Plan, dated June 22, 2010 (incorporated by reference from Exhibit 10.18 to the Annual Report on Form 10-K filed on February 22, 2013) (File No. 001-16489).
|
10.11*
|
|
FMC Technologies, Inc. Equivalent Retirement Plan Grantor Trust Agreement, dated July 31, 2001 (incorporated by reference from Exhibit 10.7.a to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.12*
|
|
Amended and Restated FMC Technologies, Inc. Savings and Investment Plan, dated January 28, 2013 (incorporated by reference from Exhibit 10.20 to the Annual Report on Form 10-K filed on February 22, 2013) (File No. 001-16489).
|
10.12.a*
|
|
First Amendment to the Amended and Restated FMC Technologies, Inc. Savings and Investment Plan, dated October 3, 2013 (incorporated by reference from Exhibit 10.20.a to the Annual Report on Form 10-K filed on February 21, 2014) (File No. 001-16489).
|
10.12.b*
|
|
Second Amendment to the Amended and Restated FMC Technologies, Inc. Savings and Investment Plan, dated February 7, 2014 (incorporated by reference from Exhibit 10.20.b to the Annual Report on Form 10-K filed on February 21, 2014) (File No. 001-16489).
|
10.12.c*
|
|
Third Amendment to the Amended and Restated FMC Technologies, Inc. Savings and Investment Plan, dated April 30, 2014.
|
10.12.d*
|
|
Fourth Amendment to the Amended and Restated FMC Technologies, Inc. Savings and Investment Plan, dated December 18, 2015.
|
10.13*
|
|
FMC Technologies, Inc. Savings and Investment Plan Trust Agreement, dated September 28, 2001 (incorporated by reference from Exhibit 10.8.a to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.14*
|
|
Amended and Restated FMC Technologies, Inc. Non-Qualified Savings and Investment Plan, dated July 31, 2008 (incorporated by reference from Exhibit 10.9 to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.14.a*
|
|
First Amendment to the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan, dated October 29, 2009 (incorporated by reference from Exhibit 10.9 the Quarterly Report on Form 10-Q filed on November 3, 2009) (File No. 001-16489).
|
10.14.b*
|
|
Second Amendment to the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan, dated December 18, 2015.
|
10.15*
|
|
FMC Technologies, Inc. Non-Qualified Savings and Investment Plan Trust Agreement, dated September 28, 2001 (incorporated by reference from Exhibit 10.9.a to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.16
|
|
Commercial Paper Dealer Agreement 4(2) Program between Banc of America Securities LLC and FMC Technologies Inc., dated January 24, 2003 (incorporated by reference from Exhibit 10.10 to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.17
|
|
Commercial Paper Dealer Agreement 4(2) Program between Wells Fargo Brokerage Services, LLC and FMC Technologies, Inc., dated December 21, 2007 (incorporated by reference from Exhibit 10.11 to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.18
|
|
Commercial Paper Dealer Agreement 4(2) Program between J.P. Morgan Securities Inc. and FMC Technologies, Inc., dated March 7, 2008 (incorporated by reference from Exhibit 10.12 to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.19
|
|
Commercial Paper Dealer Agreement 4(2) Program between Citigroup Global Markets Inc. and FMC Technologies, Inc., dated January 2010 (incorporated by reference from Exhibit 10.13 to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.20
|
|
Commercial Paper Dealer Agreement 4(2) Program between RBS Securities Inc. and FMC Technologies, Inc., dated July 13, 2012 (incorporated by reference from Exhibit 10.28 to the Annual Report on Form 10-K filed on February 22, 2013) (File No. 001-16489).
|
10.21
|
|
Issuing and Paying Agency Agreement by and between Wells Fargo Bank, National Association and FMC Technologies, Inc., dated January 3, 2004 (incorporated by reference from Exhibit 10.14 to the Annual Report on Form 10-K filed on March 1, 2010) (File No. 001-16489).
|
10.22
|
|
$2,000,000,000 Credit Agreement, dated as of September 24, 2015, by and among FMC Technologies, Inc., as Borrower; Wells Fargo Bank, National Association, as Administrative Agent; JPMorgan Chase Bank, N.A., as Syndication Agent; Bank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Documentation Agents; Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, DNB Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizhuo Bank, Ltd., and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Bookrunners and Co-Lead Arrangers; and the other lenders party thereto (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on October 23, 2015) (File No. 001-16489).
|
10.23
|
|
Securities Purchase Agreement by and among FMC Technologies, Inc., Schilling Robotics, Inc., Schilling Robotics, LLC and Tyler Schilling, dated December 24, 2008 (incorporated by reference from Exhibit 10.15 to the Annual Report on Form 10-K filed on February 27, 2009) (File No. 001-16489).
|
10.23.a
|
|
Securities Purchase Agreement by and among FMC Technologies, Inc., Schilling Robotics, Inc. and Tyler Schilling, dated April 25, 2012 (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on July 27, 2012) (File No. 001-16489).
|
10.24
|
|
Purchase Agreement by and between FMC Technologies, Inc., Direct Drive Systems, Inc., (“DDS”), each stakeholder in DDS signatory thereto (each, a “Seller”) and Vatche Artinian as the Sellers’ Representative, dated September 9, 2009 (incorporated by reference from Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on November 3, 2009) (File No. 001-16489).
|
10.25
|
|
Form of Voting and Support Agreement between FMC Technologies, Inc. and the directors and officers of Pure Energy Services Ltd., dated August 17, 2012 (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed on August 20, 2012) (File No. 001-16489).
|
21.1
|
|
Significant Subsidiaries of the Registrant.
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|
32.1**
|
|
Certification of Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.
|
32.2**
|
|
Certification of Chief Financial Officer Under Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Schema Document
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
101.LAB
|
|
XBRL Label Linkbase Document
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
Company
(1)
|
|
Organized Under Laws of
|
|
Percent of Voting Securities Owned
(2)
|
FMC Technologies Inc.
|
|
Delaware
|
|
Registrant
|
|
|
|
|
|
Control Systems International, Inc.
|
|
Kansas
|
|
100%
|
Direct Drive Systems, Inc.
|
|
Delaware
|
|
100%
|
FMC Kongsberg International A.G. (Angola)
|
|
Angola
|
|
100%
|
FMC Kongsberg International A.G. (Switzerland)
|
|
Switzerland
|
|
100%
|
FMC Kongsberg Services Limited
|
|
United Kingdom
|
|
100%
|
FMC Kongsberg Subsea AS
|
|
Norway
|
|
100%
|
FMC Petroleum Equipment (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
|
100%
|
FMC Separation Systems B.V.
|
|
the Netherlands
|
|
100%
|
FMC Subsea Service, Inc.
|
|
Delaware
|
|
100%
|
FMC Technologies Tool Holdings SARL
|
|
Luxembourg
|
|
100%
|
FMC Technologies AG
|
|
Switzerland
|
|
100%
|
FMC Technologies Argentina S.R.L.
|
|
Argentina
|
|
100%
|
FMC Technologies AS
|
|
Norway
|
|
100%
|
FMC Technologies Australia Limited
|
|
Australia
|
|
100%
|
FMC Technologies B.V.
|
|
the Netherlands
|
|
100%
|
FMC Technologies Brazil Finance B.V.
|
|
the Netherlands
|
|
100%
|
FMC Technologies Canada Ltd.
|
|
Alberta
|
|
100%
|
FMC Technologies de Mexico S.A. de C.V.
|
|
Mexico
|
|
100%
|
FMC Technologies do Brasil Ltda.
|
|
Brazil
|
|
100%
|
FMC Technologies Energy S.C.S.
|
|
Luxembourg
|
|
100%
|
FMC Technologies Global B.V.
|
|
the Netherlands
|
|
100%
|
FMC Technologies Global Rental Tools S.a.r.l
|
|
Luxembourg
|
|
100%
|
FMC Technologies Global Supply SDN. BHD.
|
|
Malaysia
|
|
100%
|
FMC Technologies International Services B.V.
|
|
Ghana
|
|
100%
|
FMC Technologies Limited
|
|
United Kingdom
|
|
100%
|
FMC Technologies Limited (Nigeria)
|
|
Nigeria
|
|
100%
|
FMC Technologies Measurement Solutions, Inc.
|
|
Delaware
|
|
100%
|
FMC Technologies Norway AS
|
|
Norway
|
|
100%
|
FMC Technologies S.A.
|
|
France
|
|
100%
|
FMC Technologies S.a.r.l.
|
|
Luxembourg
|
|
100%
|
FMC Technologies Singapore Pte. Ltd.
|
|
Singapore
|
|
100%
|
FMC Technologies Surface Integrated Services, Inc.
|
|
Colorado
|
|
100%
|
FMC Wellhead Equipment Sdn. Bhd.
|
|
Malaysia
|
|
100%
|
P.T. FMC Santana Petroleum Equipment Indonesia
|
|
Indonesia
|
|
60%
|
Smith Meter GmbH
|
|
Germany
|
|
100%
|
(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. The Company is a minority owner of certain other affiliates. These entities are not subject to inclusion in determination of the Company’s significant subsidiaries.
|
(2)
|
Percentages shown for indirect subsidiaries reflect the percentage of voting securities owned by the parent.
|
1.
|
I have reviewed this annual report on Form 10-K of FMC Technologies, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
/s/ JOHN T. GREMP
|
|
|
John T. Gremp
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of FMC Technologies, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
/s/ MARYANN T. MANNEN
|
|
|
Maryann T. Mannen
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
/s/ JOHN T. GREMP
|
|
|
John T. Gremp
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
/s/ MARYANN T. MANNEN
|
|
|
Maryann T. Mannen
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|