EXHIBIT 99.3
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Included in the unaudited pro forma condensed consolidated financial information presented herein are (i) unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2008 and for the years ended December 31, 2007, 2006 and 2005 that give effect to the spin-off of FMC Technologies’ FoodTech and Airport Systems segments, also known as John Bean Technologies Corporation, as if the spin-off had occurred on January 1, 2005 and (ii) an unaudited pro forma condensed consolidated balance sheet as of June 30, 2008 that gives effect to the spin-off of John Bean Technologies Corporation as if the spin-off had occurred on June 30, 2008.
The pro forma adjustments are derived from the best possible information and assumptions that management believes are reasonable. The pro forma adjustments may differ from those that will be calculated to report the FoodTech and Airport Systems segments as a discontinued operation in FMC Technologies’ future filings.
These unaudited pro forma financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or the financial position that would have been achieved had the spin-off of John Bean Technologies Corporation been completed as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma financial statements and the accompanying notes should be read together with (i) FMC Technologies’ annual report on Form 10-K for the year ended December 31, 2007 and (ii) FMC Technologies’ quarterly report on Form 10-Q for the quarter ended June 30, 2008.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In millions, except per share amounts)
| | | | | | | | | | | |
| | For the six months ended June 30, 2008 | |
| | Historical | | | Adjustments (a) | | Pro Forma | |
Revenue | | $ | 2,748.5 | | | $ | 530.3 | | $ | 2,218.2 | |
Costs and expenses: | | | | | | | | | | | |
Cost of sales | | | 2,176.8 | | | | 410.6 | | | 1,766.2 | |
Selling, general and administrative expense | | | 256.7 | | | | 72.9 | | | 183.8 | |
Research and development expense | | | 32.5 | | | | 11.8 | | | 20.7 | |
| | | | | | | | | | | |
Total costs and expenses | | | 2,466.0 | | | | 495.3 | | | 1,970.7 | |
Minority interest | | | (1.0 | ) | | | | | | (1.0 | ) |
Other income (expense), net | | | (3.4 | ) | | | 1.9 | | | (5.3 | ) |
| | | | | | | | | | | |
Income before interest expense, net and income taxes | | | 278.1 | | | | 36.9 | | | 241.2 | |
Interest income, net | | | 0.1 | | | | | | | 0.1 | |
| | | | | | | | | | | |
Income before income taxes | | | 278.2 | | | | 36.9 | | | 241.3 | |
Provision for income taxes | | | 91.2 | | | | 17.9 | | | 73.3 | |
| | | | | | | | | | | |
Income from continuing operations | | $ | 187.0 | | | $ | 19.0 | | $ | 168.0 | |
| | | | | | | | | | | |
Basic earnings per share: | | | | | | | | | | | |
Income from continuing operations | | $ | 1.45 | | | | | | $ | 1.30 | |
Diluted earnings per share: | | | | | | | | | | | |
Income from continuing operations | | $ | 1.43 | | | | | | $ | 1.28 | |
Weighted average shares outstanding: | | | | | | | | | | | |
Basic | | | 129.3 | | | | | | | 129.3 | |
Diluted | | | 131.2 | | | | | | | 131.2 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In millions, except per share amounts)
| | | | | | | | | | | | |
| | For the year ended December 31, 2007 | |
| | Historical | | | Adjustments (a) | | | Pro Forma | |
Revenue | | $ | 4,615.4 | | | $ | 973.9 | | | $ | 3,641.5 | |
Costs and expenses: | | | | | | | | | | | | |
Cost of sales | | | 3,653.0 | | | | 739.7 | | | | 2,913.3 | |
Selling, general and administrative expense | | | 452.2 | | | | 140.5 | | | | 311.7 | |
Research and development expense | | | 59.5 | | | | 18.7 | | | | 40.8 | |
| | | | | | | | | | | | |
Total costs and expenses | | | 4,164.7 | | | | 898.9 | | | | 3,265.8 | |
Minority interest | | | (1.1 | ) | | | | | | | (1.1 | ) |
Other income (expense), net | | | 23.7 | | | | (6.1 | ) | | | 29.8 | |
| | | | | | | | | | | | |
Income before interest expense, net and income taxes | | | 473.3 | | | | 68.9 | | | | 404.4 | |
Interest expense, net | | | (9.3 | ) | | | | | | | (9.3 | ) |
| | | | | | | | | | | | |
Income before income taxes | | | 464.0 | | | | 68.9 | | | | 395.1 | |
Provision for income taxes | | | 156.5 | | | | 22.0 | | | | 134.5 | |
| | | | | | | | | | | | |
Income from continuing operations | | $ | 307.5 | | | $ | 46.9 | | | $ | 260.6 | |
| | | | | | | | | | | | |
Basic earnings per share: | | | | | | | | | | | | |
Income from continuing operations | | $ | 2.34 | | | | | | | $ | 1.98 | |
Diluted earnings per share: | | | | | | | | | | | | |
Income from continuing operations | | $ | 2.30 | | | | | | | $ | 1.95 | |
Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 131.3 | | | | | | | | 131.3 | |
Diluted | | | 133.8 | | | | | | | | 133.8 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In millions, except per share amounts)
| | | | | | | | | | | |
| | For the year ended December 31, 2006 | |
| | Historical | | | Adjustments (a) | | Pro Forma | |
Revenue | | $ | 3,755.6 | | | $ | 840.2 | | $ | 2,915.4 | |
Costs and expenses: | | | | | | | | | | | |
Cost of sales | | | 2,998.4 | | | | 630.1 | | | 2,368.3 | |
Selling, general and administrative expense | | | 403.4 | | | | 132.4 | | | 271.0 | |
Research and development expense | | | 49.2 | | | | 16.2 | | | 33.0 | |
| | | | | | | | | | | |
Total costs and expenses | | | 3,451.0 | | | | 778.7 | | | 2,672.3 | |
Minority interest | | | (2.5 | ) | | | | | | (2.5 | ) |
Other income (expense), net | | | (0.4 | ) | | | 5.5 | | | (5.9 | ) |
| | | | | | | | | | | |
Income before interest expense, net and income taxes | | | 301.7 | | | | 67.0 | | | 234.7 | |
Interest expense, net | | | (6.7 | ) | | | | | | (6.7 | ) |
| | | | | | | | | | | |
Income before income taxes | | | 295.0 | | | | 67.0 | | | 228.0 | |
Provision for income taxes | | | 84.1 | | | | 21.4 | | | 62.7 | |
| | | | | | | | | | | |
Income from continuing operations | | $ | 210.9 | | | $ | 45.6 | | $ | 165.3 | |
| | | | | | | | | | | |
Basic earnings per share: | | | | | | | | | | | |
Income from continuing operations | | $ | 1.54 | | | | | | $ | 1.21 | |
Diluted earnings per share: | | | | | | | | | | | |
Income from continuing operations | | $ | 1.50 | | | | | | $ | 1.18 | |
Weighted average shares outstanding: | | | | | | | | | | | |
Basic | | | 137.0 | | | | | | | 137.0 | |
Diluted | | | 140.3 | | | | | | | 140.3 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In millions, except per share amounts)
| | | | | | | | | | | |
| | For the year ended December 31, 2005 | |
| | Historical | | | Adjustments (a) | | Pro Forma | |
Revenue | | $ | 3,107.0 | | | $ | 824.6 | | $ | 2,282.4 | |
Costs and expenses: | | | | | | | | | | | |
Cost of sales | | | 2,512.0 | | | | 626.4 | | | 1,885.6 | |
Selling, general and administrative expense | | | 354.3 | | | | 125.6 | | | 228.7 | |
Research and development expense | | | 47.2 | | | | 18.0 | | | 29.2 | |
| | | | | | | | | | | |
Total costs and expenses | | | 2,913.5 | | | | 770.0 | | | 2,143.5 | |
Minority interest | | | (3.5 | ) | | | | | | (3.5 | ) |
Other income, net | | | 24.5 | | | | 1.6 | | | 22.9 | |
| | | | | | | | | | | |
Income before interest expense, net and income taxes | | | 214.5 | | | | 56.2 | | | 158.3 | |
Interest expense, net | | | (5.4 | ) | | | | | | (5.4 | ) |
| | | | | | | | | | | |
Income before income taxes | | | 209.1 | | | | 56.2 | | | 152.9 | |
Provision for income taxes | | | 76.9 | | | | 20.0 | | | 56.9 | |
| | | | | | | | | | | |
Income from continuing operations | | $ | 132.2 | | | $ | 36.2 | | $ | 96.0 | |
| | | | | | | | | | | |
Basic earnings per share: | | | | | | | | | | | |
Income from continuing operations | | $ | 0.96 | | | | | | $ | 0.70 | |
Diluted earnings per share: | | | | | | | | | | | |
Income from continuing operations | | $ | 0.93 | | | | | | $ | 0.68 | |
Weighted average shares outstanding: | | | | | | | | | | | |
Basic | | | 138.0 | | | | | | | 138.0 | |
Diluted | | | 141.6 | | | | | | | 141.6 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2008
(In millions)
| | | | | | | | | | | | | | | |
| | Historical | | | Adjustments (b) | | | Receipt of cash from John Bean Technologies Corporation (c) | | Pro Forma | |
Assets | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 278.2 | | | | | | | $ | 150.5 | | $ | 428.7 | |
Trade receivables, net | | | 985.5 | | | $ | 163.1 | | | | | | | 822.4 | |
Inventories | | | 782.2 | | | | 163.4 | | | | | | | 618.8 | |
Assets of discontinued operations | | | 2.5 | | | | | | | | | | | 2.5 | |
Other current assets | | | 622.7 | | | | 32.7 | | | | | | | 590.0 | |
| | | | | | | | | | | | | | | |
Total current assets | | | 2,671.1 | | | | 359.2 | | | | 150.5 | | | 2,462.4 | |
Investments | | | 36.7 | | | | 9.2 | | | | | | | 27.5 | |
Property, plant and equipment, net | | | 647.8 | | | | 133.0 | | | | | | | 514.8 | |
Goodwill and intangible assets | | | 279.9 | | | | 35.9 | | | | | | | 244.0 | |
Other assets | | | 263.8 | | | | 23.0 | | | | | | | 240.8 | |
| | | | | | | | | | | | | | | |
Total assets | | $ | 3,899.3 | | | $ | 560.3 | | | $ | 150.5 | | $ | 3,489.5 | |
| | | | | | | | | | | | | | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | |
Short-term debt and current portion of long-term debt | | $ | 12.8 | | | | | | | | | | $ | 12.8 | |
Accounts payable, trade and other | | | 567.0 | | | $ | 90.4 | | | | | | | 476.6 | |
Advance payments and progress billings | | | 839.4 | | | | 102.2 | | | | | | | 737.2 | |
Liabilities of discontinued operations | | | 2.5 | | | | | | | | | | | 2.5 | |
Other current liabilities | | | 677.5 | | | | 86.6 | | | | | | | 590.9 | |
| | | | | | | | | | | | | | | |
Total current liabilities | | | 2,099.2 | | | | 279.2 | | | | | | | 1,820.0 | |
Long-term debt, less current portion | | | 303.0 | | | | | | | | | | | 303.0 | |
Other liabilities | | | 355.5 | | | | 86.9 | | | | | | | 268.6 | |
Stockholders’ equity: | | | | | | | | | | | | | | | |
Common stock | | | 1.4 | | | | | | | | | | | 1.4 | |
Common stock held in treasury | | | (556.8 | ) | | | (0.6 | ) | | | | | | (556.2 | ) |
Capital in excess of par value of common stock | | | 711.2 | | | | 197.2 | | | $ | 150.5 | | | 664.5 | |
Retained earnings | | | 958.9 | | | | | | | | | | | 958.9 | |
Accumulated other comprehensive income (loss) | | | 26.9 | | | | (2.4 | ) | | | | | | 29.3 | |
| | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 1,141.6 | | | | 194.2 | | | | 150.5 | | | 1,097.9 | |
| | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 3,899.3 | | | $ | 560.3 | | | $ | 150.5 | | $ | 3,489.5 | |
| | | | | | | | | | | | | | | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)
| (a) | Represents the elimination of the financial results of the FoodTech and Airport Systems segments and directly incremental corporate divisions, which are included in the historical financial results of FMC Technologies, Inc., net of general corporate expenses that will remain with the continuing entity. |
| (b) | Represents the elimination of the net assets of the FoodTech and Airport Systems segments and directly incremental corporate divisions, which are included in the historical financial results of FMC Technologies, Inc., net of certain assets and liabilities that will remain with the continuing entity. |
| (c) | Reflects the receipt of a cash dividend paid from John Bean Technologies Corporation to FMC Technologies, Inc. in connection with the spin-off as stipulated in the Separation and Distribution Agreement. |