Amended Current Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 26, 2004
FMC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-16489 | 36-4412642 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1803 Gears Road, Houston, Texas 77067
(Address of principal executive offices) (Zip Code)
(281) 591-4000
Registrant’s telephone number,
including area code
| ITEM 7. | FINANCIAL STATEMENTS AND EXHIBITS. |
(c) Exhibits: The following exhibit is furnished as part of this report:
| 99.1 | Correction to slides presented by FMC Technologies at Howard Weil’s 32nd Annual Energy Conference on March 29, 2004 included in Form 8-K filed March 26, 2004. |
| ITEM 9. | REGULATION FD DISCLOSURE. |
FMC Technologies, Inc. has discovered that it inadvertently used an incorrect slide in a presentation at Howard Weil’s 32 nd Annual Energy Conference in New Orleans, Louisiana on March 29, 2004. The slide, entitled Appendix II, showed a reconciliation of after-tax profit (a non-GAAP measure) to income before the cumulative effect of a change in accounting principle (a GAAP measure). Instead, the slide should have showed a reconciliation of income from continuing operations before income taxes and the cumulative effect of accounting changes (a GAAP measure) to EBITDA (a non-GAAP measure). The incorrect slide was also included in the registrant’s Form 8-K filed with the SEC on March 26, 2004 (SEC file number 001-16489) pursuant to which the registrant furnished a portion of the slides presented during the conference. A complete set of the slides included with the previously filed Form 8-K, including the correct reconciliation slide as Appendix II, is attached hereto as an exhibit to this report and is incorporated herein in their entirety by this reference.
These slides will also be made available at the Company’s website ( www.fmctechnologies.com ). This information is being furnished under Item 9 of Form 8-K/A and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. The posting and furnishing of this information is not intended to, and does not, constitute a determination by FMC Technologies, Inc. that the information is material or that investors should consider this information before deciding to buy or sell FMC Technologies, Inc. securities.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FMC TECHNOLOGIES, INC. | ||
| By: |
/s/ Jeffrey W. Carr |
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Jeffrey W. Carr Vice President, General Counsel and Secretary |
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Date: April 30, 2004
Exhibit 99.1
Strong Financial Results
Energy Systems Growth Drives Earnings per Share
Operating Segment Profit
Airport
FoodTech
Energy Systems
Earnings per share
$0.77 2001
$0.87 2002
$1.03 2003
(pro forma)
Amounts represent net income per diluted share before the cumulative effect of an accounting change. See Appendix I.
Growing Earnings
(Earnings Per Share Data) Unaudited
$0.77 $0.30 $0.23 $0.19 $0.06 2001 (pro forma) $0.87
$0.33 $0.23 $0.25 $0.06 2002 $1.03
0.32 $0.28 $0.32 $0.12 2003
Q4 Q3 Q2 Q1
Amounts represent net income per diluted share before the cumulative effect of an accounting change. See Appendix I.
EBITDA GROWTH
FMC Technologies
Oilfield Services Index Median
S & P 500 Median
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) is a non-GAAP measure. See Appendix II.
Return on Investment
FMC Technologies
Oilfield Services Index Median
S & P 500 Median
Return on Investment (ROI) is calculated as income before the cumulative effect of changes in accounting principles plus after-tax interest expense as a percentage of total average debt and equity. The calculation of 2001 ROI uses after-tax profit on a pro-forma basis, which is a non-GAAP measure. See Appendix II.
Appendix I
Reconciliation of Non-GAAP measures (as required by Regulation G)
Q1 2001* Q2 2001* Q3 2001 Q4 2001 FY 2001
Income per diluted share (pro forma basis) (a non-GAAP measure) $0.06 $0.19 $0.23 $0.30 $0.77
Add: Pro forma incremental interest expense 0.04 0.03 - - 0.07
Less:
Restructuring and asset impairment charges (0.10) - (0.06) - (0.16)
Income taxes related to separation from FMC (0.05) (0.06) (0.02) - (0.13)
Other (0.01) (0.01) - - -
Income per diluted share before cumulative effect of
a change in accounting principle (GAAP basis) $(0.06) $0.15 $0.15 $0.30 $0.55
*Results relating to periods prior to June 1, 2001 were carved out form the consolidated financial statements of FMC.
2001 2002
Un-levered net income (a non-GAAP Measure)** $ 63.8 $ 66.4
Less after-tax adjustments:
Interest expense (8.6) ( 8.6)
Restructuring & Impairment charges (10.4) -
Income taxes related to separation from FMC ( 8.9) -
Cumulative effect of accounting changes ( 4.7) (193.8)
Net income (GAAP Basis) $ 31.2 $ (136.0)
**Used in calculation of return on capital
Appendix II
Reconciliation of Non-GAAP measures (as required by Regulation G)
Year ended December 31,
($ in millions) 2001 2002 2003
Reconciliation of non-GAAP measures:
Income from continuing operations before income taxes and the cumulative
effect of accounting changes (GAAP measures) $ 57.8 $ 80.0 $ 95.6
Interest expense, net 11.1 12.5 8.9
Depreciation 37.7 40.1 48.2
Amortization 20.1 8.5 9.5
EBITDA (non-GAAP measure) $ 126.7 $ 141.1 $ 162.2
End of Filing
