UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended. . . . . . . . December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from. . . . . . . to . . . . . . . .
Commission file number. . . . . . . . . . . . . . . .1-16489
A. FMC PUERTO RICO SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
B. FMC TECHNOLOGIES, INC.
200 East Randolph Drive, Chicago, Illinois 60601
(Name and Address of Issuer)
SIGNATURES
----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
FMC Technologies, Inc., as Plan Administrator, has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
FMC PUERTO RICO SAVINGS AND
INVESTMENT PLAN
By /s/ Jeffrey W. Carr
----------------------
Jeffrey W. Carr
Vice President, General Counsel and Secretary
Date: June 27, 2002
FMC PUERTO RICO SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
================================================================================
Page(s)
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Independent Auditors' Report ........................................... 1
Financial Statements:
Statements of Net Assets Available for Benefits ................... 2
Statements of Changes in Net Assets Available for Benefits ........ 3
Notes to Financial Statements ..................................... 4-8
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) ......... 9
Exhibit Index .......................................................... 10
Independent Auditors' Report
----------------------------
The Employee Welfare Benefits Plan
Committee of FMC Technologies, Inc.:
We have audited the accompanying statements of net assets available for benefits
of the FMC Puerto Rico Savings and Investment Plan (the "Plan") as of
December 31, 2001 and 2000, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
Chicago, Illinois
June 26, 2002
1
FMC PUERTO RICO SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
------- -------
Assets:
Investments, at fair value $92,988 $63,810
Receivables from participants:
Loans 5,070 6,000
------- -------
Net assets available for benefits $98,058 $69,810
======= =======
The accompanying notes are an integral part of these financial statements.
2
FMC PUERTO RICO SAVINGS AND INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001 and 2000
2001 2000
------- --------
Additions:
Net appreciation in fair value of investments $14,749 $ 9,506
Interest and dividend income 538 498
------- -------
Net investment income 15,287 10,004
Contributions - employees 11,333 16,170
Contributions - employer 6,375 7,348
------- -------
Total additions 32,995 33,522
------- -------
Deductions:
Distributions to participants 3,831 2,088
Administrative expenses 916 1,368
------- -------
Total deductions 4,747 3,456
------- -------
Net additions 28,248 30,066
Net assets available for benefits,
beginning of year 69,810 39,744
------- -------
Net assets available for benefits,
end of year $98,058 $69,810
======= =======
The accompanying notes are an integral part of these financial statements.
3
FMC Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(1) Description of the Plan
The following description of the FMC Puerto Rico Savings and Investment
Plan (the "Plan") provides only general information. Participants should
refer to the Plan text for a more complete description of the Plan's
provisions.
FMC Technologies AG, formerly known as FMC International AG, a wholly owned
subsidiary of FMC Technologies, Inc. (the "Company"), became the
successor-sponsor of the Plan, effective May 1, 2001, in conjunction with
the spin off of FMC Technologies, Inc. from FMC Corporation (Note 6).
(a) General
The Plan is a qualified salary-reduction plan under Section 1165(a) of the
Internal Revenue Code, which covers all permanent full-time and part-time
employees of the Puerto Rico Branch of the Company working in Puerto Rico
other than employees who generally reside or work outside of Puerto Rico
and employees covered by certain collective bargaining agreements. Such
employees are eligible to participate in the Plan immediately after
commencement of their employment with the Company. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). The Plan's inception was effective January 1, 1998, and
it was amended and restated effective January 1, 2000 to reflect Plan
changes and changes in the Internal Revenue Code. The Company has delegated
the authority to act as the Plan administrator to the FMC Technologies,
Inc. Employee Welfare Benefits Plan Committee (the "Committee").
(b) Contributions
Participants may elect to have their annual compensation reduced by up to
$8,000, subject to adjustments to reflect changes in the cost of living,
but not by more than 10% of their total compensation in the aggregate. The
aggregate amount of such reductions is contributed to the Plan trust on a
pretax basis. Participants may also elect to make after-tax contributions,
either as an alternative to pretax contributions, or in addition to the
maximum pretax contributions of $8,000 (but not more than 20% of their
total compensation in the aggregate). The Company makes matching
contributions ranging from 15% to 80% of the portion of those contributions
not in excess of 4% of each participant's compensation ("Basic
Contribution"), regardless of the $8,000 limit on pretax contributions. At
December 31, 2001, five current and former employees participated in the
Plan.
(c) Trust and Record Keeping
The Committee and Banco Popular de Puerto Rico (the "Trustee") established
a trust (the "Trust") for investment purposes as part of the Plan. Fidelity
Institutional Retirement Services Company is the Plan's record keeper (the
"Record Keeper") and acts as an agent for the Trustee.
(d) Investment options
Upon enrollment in the Plan, a participant may direct his or her
contributions in 1% increments with at least 2% directed to each investment
option selected. Investment options include the following:
1) FMC Stock Fund - Funds are invested in common stock of FMC
Corporation. Effective December 31, 2001, this Fund is no longer
available as an investment option for future investments.
2) Fidelity Managed Income Portfolio - Funds are invested in investment
contracts offered by insurance companies and other approved financial
institutions. The selection of these contracts and administration of
this fund is directed by the fund's investment manager. For the plan
years ending December 31, 2001 and December 31, 2000, the effective
annual yield was approximately 5.8% and 5.7%, respectively.
4
FMC Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
3) Clipper Fund - Funds are invested in common stocks that are considered
undervalued by the fund manager and in long-term bonds.
4) Mutual Qualified Fund (Z) - Funds are invested primarily in common and
preferred stocks that are considered undervalued by the fund manager.
5) Sequoia Fund - Fund investments are concentrated in a relatively small
number of mostly U.S. headquartered companies with long-term growth
potential.
6) Fidelity Puritan Fund - Funds are invested in high-yielding U.S. and
foreign securities, including those in emerging markets.
7) Fidelity Blue Chip Growth Fund - Funds are invested primarily in
common stocks of well-known and established companies.
8) Fidelity Low-Priced Stock Fund - Funds are heavily invested in
undervalued stocks or out-of-favor stocks.
9) Fidelity Diversified International Fund - Funds are invested primarily
in stocks of companies located outside the U.S. that are included in
the Morgan Stanley EAFE Index.
10) Fidelity Retirement Government Money Market Portfolio - Funds are
invested in short-term obligations of the U.S. Government or its
agencies.
11) Fidelity U.S. Equity Index Pool Fund - Funds are invested primarily in
common stocks of the 500 companies that comprise the S&P 500.
12) FMCTI Stock Fund - Funds are invested in the common stock of FMC
Technologies, Inc.
Prior to December 31, 2001, Company contributions were invested in the FMC
Stock Fund and were credited to the respective accounts of the employees
participating in the Plan. After December 31, 2001, the FMCTI Stock Fund
was created as a result of the distribution of the Company's stock by FMC
Corporation (Note 6). Effective January 1, 2002, Company contributions to
the Plan are invested by the Trustee in the FMCTI Stock Fund and credited
to the respective accounts of the employees participating in the Plan.
While investments may generally be transferred among funds, amounts
contributed by the Company to the FMCTI Stock Fund are not eligible for
fund transfer.
Prior to February 26, 2001, participants could change their investment
options and move their account balances within the funds as frequently as
they chose except with respect to employee Basic Contributions to the FMC
Stock Fund, where the value of the account could be moved once a year after
a participant reached age 50, and Company contributions, which could not be
moved to other funds. Effective February 26, 2001, participants were given
the ability to move account balances with respect to employee Basic
Contributions to and from the FMC Stock Fund at any time.
(e) Vesting
Participants are immediately vested in their elective contributions plus
actual earnings thereon. Vesting in the Company's contributions and related
earnings is based on years of service. A participant is 100 percent vested
after five years of service.
5
FMC Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(f) Payment of Benefits
Upon termination of service or attainment of age 59-1/2, any participant
may elect to immediately receive a lump sum distribution equal to the
vested interest of his or her account. Participants whose accounts are
valued at more than $5,000 may, upon termination, elect to defer their lump
sum distribution or receive annual installments over not more than 20
years. If a participant is not fully vested in the Company's contributions
to his or her account on the date of termination of his or her employment,
the non-vested portion is forfeited.
(g) Expenses
Certain administrative expenses of the Plan may be paid using funds in the
forfeitures account, if any. Certain expenses are paid by the Trustee out
of the assets of the Plan and constitute a charge upon the respective
investment funds or upon the individual participants' accounts.
(h) Withdrawals and Loans
The Plan allows participants to make hardship cash withdrawals (subject to
income taxation and IRS penalties) of some or all of their vested account
balances. Eligible participants may also receive money from the Plan in the
form of loans. The minimum that may be borrowed is $1,000. The maximum that
may be borrowed is the lesser of $50,000, as adjusted, or 50 percent of the
participant's vested account balance. Loans are secured by the
participant's vested account balance and must be repaid over not more than
60 months with interest at a reasonable rate as determined by the Company.
At December 31, 2001, a loan of $5,070 was outstanding.
(i) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Plan and ERISA. In the
event of Plan termination, participants will become 100 percent vested in
their account balances.
(j) Forfeited Accounts
Forfeited accounts may be used to pay certain Plan administration expenses.
Any balances remaining after payment may be used to reduce future employer
contributions.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the Plan:
(a) Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
(b) Investment Transactions and Income Recognition
Security transactions are recorded in the financial statements on a
settlement-date basis, which does not differ materially from a trade-date
basis. Dividends are recorded as earned on the record date. Interest is
recorded as earned on the accrual basis.
(c) Valuation of Investments
Quoted or estimated market prices are used to value investments except for
certain contracts with banks and insurance companies which guarantee
repayment of principal with interest at a fixed or fixed minimum rate for a
specified period of time. These contracts are valued at contract value,
which approximates market value.
6
FMC Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(d) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
plan administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from these estimates, but the plan administrator does not
believe such differences will materially affect the Plan's financial
position or results of operations.
(e) Payment of Benefits
Benefits are recorded when paid.
(3) Investments
Investments at fair value which represent 5% or more of the Plan's net
assets available for benefits are separately identified below:
=======================================================================================================
December 31,
-------------------
2001 2000
-------------------------------------------------------------------------------------------------------
FMC Stock Fund $53,395 $55,532
FMCTI Stock Fund 25,386 -
=======================================================================================================
During 2001 and 2000, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) as follows:
=======================================================================================================
Year ended December 31,
-----------------------
2001 2000
-------------------------------------------------------------------------------------------------------
FMC Stock Fund $15,144 $10,115
Clipper Fund 84 (21)
Mutual Qualified Fund (Z) (26) (73)
Sequoia Fund 112 (188)
Fidelity Puritan Fund - (14)
Fidelity Blue Chip Growth Fund (484) (266)
Fidelity Low-Priced Stock Fund - (1)
Fidelity Diversified International Fund (81) (25)
Fidelity U. S. Equity Index Pool Fund - (21)
========================================================================================================
$14,749 $ 9,506
========================================================================================================
7
FMC Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(4) Non-Participant Directed Investments
Non-participant directed investments are composed of forfeited
non-vested balances that have not been allocated to participant
accounts. These accounts, totaling $1,230 and $1,367 at December 31,
2001 and 2000, respectively, are included in the Fidelity Managed Income
Portfolio.
Changes in the non-participant directed investments during 2001 were:
Non-participant directed assets at December 31, 2000 $ 1,367
Dividend income 66
Forfeited accounts 563
Forfeitures used to reduce Company contributions -
Forfeitures used for Plan expenses (766)
-----------------------------------------------------------------------------
Non-participant directed investments at December 31, 2001 $ 1,230
-----------------------------------------------------------------------------
(5) Income Taxes
As a foreign entity, the Plan is not required to obtain or maintain a
determination of tax status. The Plan's administrator and the Plan's tax
counsel believe that the Plan is designed and being operated in
compliance with the applicable requirements of the Internal Revenue
Code.
(6) FMC Corporation's Reorganization
In October 2000, FMC Corporation announced its intention to reorganize
its Energy Systems and Food and Transportation Systems businesses as a
new company, FMC Technologies, Inc., and to sell up to 19.9% of FMC
Technologies, Inc.'s common stock by means of an initial public
offering, followed by a tax-free distribution to FMC Corporation's
stockholders of FMC Corporation's remaining interest in the Company's
common stock.
As a result of the reorganization, effective May 1, 2001, FMC
International AG, now known as FMC Technologies AG, became the
successor-sponsor of the Plan.
The Company completed the initial public offering of 17% of its common
stock on June 14, 2001. On December 31, 2001, FMC Corporation
distributed its remaining 83% ownership of the Company's stock to all
FMC Corporation's stockholders in the form of a dividend. Each FMC
Corporation stockholder of record as of December 12, 2001 received a
dividend of 1.719721318 shares of the Company's common stock for each
share of FMC Corporation common stock. For participants with an
interest in the FMC Stock Fund, the Company stock dividend was
invested in the FMCTI Stock Fund.
8
FMC PUERTO RICO SAVINGS AND INVESTMENT PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
=================================================================================================================================
Description of investment including Current value
Identity of issuer, borrower, lessor maturity date, rate of interest at December 31,
or similar party collateral, par, or maturity value 2001
---------------------------------------------------------------------------------------------------------------------------------
FMC Stock Fund (FMC Corporation Common Stock) * FMC Corporation Stock, approximately 1,710 shares $ 53,395
FMCTI Stock Fund (FMC Technologies, Inc. Common Stock) * FMC Technologies, Inc. Stock
approximately 1,543 shares 25,386
Fidelity Managed Income Portfolio * - non-participant Portfolio includes investment contracts offered by major 1,230
directed insurance companies and other approved financial
institutions
Mutual Qualified Fund (Z) Stock Long-term Growth Fund 2,022
Sequoia Fund Stock Long-term Growth Fund 1,289
Fidelity Blue Chip Growth Fund * Large Companies Stock Fund 3,852
Fidelity Diversified International Fund * Growth Mutual Fund of Foreign Companies 1,480
Fidelity Retirement Government Money Market Portfolio * Money Market Mutual Fund 4,334
Participant loans receivable Rate of interest 5.7% to 5.9% 5,070
---------------------------------------------------------------------------------------------------------------------------------
Total assets held for investment purposes $ 98,058
=================================================================================================================================
* - party-in-interest.
See accompanying independent auditors' report.
9
EXHIBIT INDEX
NUMBER IN
EXHIBIT TABLE DESCRIPTION
------------- -----------
23.1 Independent Auditors' Consent (KPMG LLP)
10