Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
Note 1: Basis of Presentation |
Note 1: Basis of Presentation
The accompanying unaudited consolidated financial statements of FMC Technologies, Inc. and its consolidated subsidiaries (FMC) have been prepared in accordance with United States generally accepted accounting principles and rules and regulations of the Securities and Exchange Commission (SEC) pertaining to interim financial information. As permitted under those rules, certain footnotes or other financial information that are normally required by United States generally accepted accounting principles can be condensed or omitted. Therefore, these statements should be read in conjunction with the audited consolidated financial statements, and notes thereto, which are included in our Annual Report on Form 10-K for the year ended December31, 2008.
Our accounting policies are in accordance with United States generally accepted accounting principles. The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from our estimates.
In the opinion of management, the statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our financial condition and operating results as of and for the periods presented. We have evaluated subsequent events through August7, 2009, which is the date that these financial statements were issued. Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these statements may not be representative of those for the full year. Certain reclassifications have been made to prior period amounts to conform to the current periods presentation. Effective January1, 2009, we adopted Statement of Financial Accounting Standards (SFAS) No.160, Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No.51. In accordance with SFAS No.160, noncontrolling interests (previously shown as minority interest) are reported below net income under the heading Net income attributable to noncontrolling interests in the consolidated statements of income and shown as a component of equity in the consolidated balance sheets.
We have corrected an immaterial error in the accompanying consolidated statement of cash flows for the six months ended June30, 2008. The correction relates to the minimum tax withholding paid to taxing authorities on behalf of employees for share-based compensation awards that is required to be classified as a financing activity in the statement of cash flows.The correction increased cash provided by operating activities for the six months ended June30, 2008 by $16.3 million, with an offsetting decrease of $16.3 million in cash required by financing activities.The correction of error does not impact the net change in cash and cash equivalents and is not material to our previously reported consolidated statement of cash flows. Additionally, we have corrected an immaterial error |
Note 2: Discontinued Operations |
Note 2: Discontinued Operations
In October 2007, we announced the intention to spin-off 100% of our FoodTech and Airport Systems businesses. On July12, 2008, our Board of Directors approved the spin-off of the businesses to our shareholders. The spin-off was accomplished on July31, 2008, through a tax-free dividend to our shareholders. We distributed 0.216 shares of JBT common stock for every share of our stock outstanding as of the close of business on July22, 2008. We did not retain any shares of JBT common stock. JBT is now an independent public company traded on the New York Stock Exchange (NYSE: JBT). The results of JBT have been reported as discontinued operations for all periods presented.
Prior to the spin-off, we received necessary regulatory approvals, including a private letter ruling from the Internal Revenue Service (IRS) regarding the tax-free status of the transaction for U.S. federal income tax purposes and a declaration of effectiveness from the SEC for JBTs registration statement on Form 10. In connection with this transaction, JBT distributed $196.2 million to us which was used to repurchase stock and reduce our outstanding debt, pursuant to certain terms of the IRS private letter ruling.
Liabilities of businesses reported as discontinued operations included in the accompanying consolidated balance sheets represent other liabilities of $2.7 million and $3.5 million at June30, 2009, and December31, 2008, respectively. The consolidated statements of income include the following in discontinued operations:
ThreeMonthsEnded June30, SixMonthsEnded June30,
(In millions) 2009 2008 2009 2008
Revenue $ $ 276.2 $ $ 530.4
Income (loss) before income taxes 0.1 20.2 (0.2 ) 39.1
Income tax provision 12.6 18.4
Income (loss) from discontinued operations, net of income taxes $ 0.1 $ 7.6 $ (0.2 ) $ 20.7
|
Note 3: Earnings Per Share |
Note 3: Earnings Per Share
Basic earnings per share (EPS) is computed using the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to the potential dilution of earnings that could have occurred if additional shares were issued for stock options and restricted stock awards under the treasury stock method. We had an immaterial number of outstanding stock-based awards that were excluded from the computation of diluted EPS because they were anti-dilutive for the three and six months ended June30, 2009. There were no outstanding stock-based awards excluded from the computation of diluted EPS for the three and six months ended June30, 2008.
The following schedule is a reconciliation of the basic and diluted EPS computations:
ThreeMonthsEnded June30, SixMonthsEnded June30,
(In millions, except per share data) 2009 2008 2009 2008
Basic earnings per share attributable to FMC Technologies, Inc.:
Income from continuing operations $ 105.9 $ 98.2 $ 177.2 $ 166.6
Weighted average number of shares outstanding 123.8 128.4 124.9 129.3
Basic earnings per share from continuing operations $ 0.86 $ 0.77 $ 1.42 $ 1.29
Diluted earnings per share attributable to FMC Technologies, Inc.:
Income from continuing operations $ 105.9 $ 98.2 $ 177.2 $ 166.6
Weighted average number of shares outstanding 123.8 128.4 124.9 129.3
Effect of dilutive securities:
Options on common stock 0.4 0.5 0.4 0.5
Restricted stock 1.3 1.5 1.3 1.4
Total shares and dilutive securities 125.5 130.4 126.6 131.2
Diluted earnings per share from continuing operations $ 0.84 $ 0.75 $ 1.40 $ 1.27
|
Note 4: Inventories |
Note 4: Inventories
Inventories consisted of the following:
(In millions) June30, 2009 December31, 2008
Raw materials $ 118.6 $ 124.8
Work in process 120.3 84.7
Finished goods 524.1 472.2
Gross inventories before LIFO reserves and valuation adjustments 763.0 681.7
LIFO reserves and valuation adjustments (133.0 ) (122.4 )
Net inventories $ 630.0 $ 559.3
|
Note 5: Derivative Financial Instruments |
Note 5: Derivative Financial Instruments
In March2008, the FASB issued SFAS No.161, Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No.133. SFAS No.161 requires enhanced disclosures regarding derivative instruments and hedging activities, enabling a better understanding of their effects on an entitys financial position, financial performance and cash flows. SFAS No.161 is effective for financial statements issued for fiscal years and interim periods beginning after November15, 2008. We adopted SFAS No.161 on January1, 2009.
We hold derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated transactions. The types of risks hedged are those relating to the variability of future earnings and cash flows caused by movements in foreign currency exchange rates and interest rates. We hold the following types of derivative instruments:
Interest rate swap instruments The purpose of these instruments is to hedge the uncertainty of anticipated interest expense from variable-rate debt obligations and achieve a fixed net interest rate. At June30, 2009, we held three instruments which in aggregate hedge the interest expense on $100.0 million of variable-rate debt.
Foreign exchange rate forward contracts The purpose of these instruments is to hedge the risk of changes in future cash flows of anticipated purchase or sale commitments denominated in foreign currencies. At June30, 2009, we held the following material positions:
Notional Amount Bought (Sold)
(In millions) USDEquivalent
Australian Dollar 23.1 18.6
Brazilian Real (167.5 ) (86.5 )
Euro 96.3 135.5
British Pound 198.0 327.5
Malaysian Ringgit 70.0 19.8
Norwegian Krone 4,868.9 754.1
Singapore Dollar 179.4 123.4
US Dollar (1,353.3 ) (1,353.3 )
Foreign exchange rate instruments embedded in purchase and sale contracts The purpose of these instruments is to match offsetting currency payments for particular projects, or comply with government restrictions on the currency used to purchase goods in certain countries. At June30, 2009, our portfolio of these instruments included the following material positions:
Notional Amount Bought (Sold)
(In millions) USDEquivalent
Brazilian Real (1.5 ) (0.8 )
Euro 7.8 10.9
British Pound 6.3 10.4
Norwegian Krone (132.8 ) (20.6 )
US Dollar 1.5 1.5
The purpose of our foreign currency hedging activities is to manage the volatility associated with anticipated foreign currency purchases and sales created in the normal course of business. We primarily utilize forward exchange contracts with maturities of less than three years.
Our policy is to hold derivatives only for the purpose of hedging risks and not for trading purposes where the objective is solely to generate profit. Generally, we enter into hedging relationships such that changes in the fair values or cash flows of the transactions being hedged are expected to be offset by corresponding changes in the fair |
Note 6: Income Taxes |
Note 6: Income Taxes
As of June30, 2009, we had gross unrecognized tax benefits of $31.1 million. This amount did not change significantly during the current quarter. In March 2009, the IRS concluded an examination of our U.S. federal income tax returns for our 2004 and 2005 tax years.We have filed an appeal with the IRS Office of Appeals with respect to proposed adjustments for these years related to our treatment of intercompany transfer pricing.We expect an opening conference with the IRS Office of Appeals on this matter in the fourth quarter of this year.At this time the ultimate outcome of this matter remains uncertain. However, management believes we were adequately reserved for this matter as of June30, 2009.
It is reasonably possible that within 12 months, unrecognized tax benefits related to certain tax reporting positions taken in prior periods could decrease by up to $2.9 million due to the resolution of other tax matters under current examination in certain foreign jurisdictions. |
Note 7: Debt |
Note 7: Debt
Long-term debt consisted of the following:
(In millions) June30, 2009 December31, 2008
Revolving credit facilities $ 280.0 $ 407.0
Commercial paper (1) 13.0 52.0
Property financing 8.4 8.5
Other 4.6 8.4
Total long-term debt 306.0 475.9
Less: current portion (0.4 ) (3.9 )
Long-term debt, less current portion $ 305.6 $ 472.0
(1) Committed credit available under our five-year revolving credit facility maturing in December 2012 provides the ability to issue our commercial paper obligations on a long-term basis. Therefore, at June30, 2009, as we had both the ability and intent to refinance these obligations on a long-term basis, our commercial paper borrowings were classified as long-term on the consolidated balance sheets. Commercial paper borrowings as of June30, 2009, had an average interest rate of 0.75%.
On January13, 2009, we entered into a $350 million 364-day revolving committed credit agreement maturing in January 2010. Borrowings under the credit agreement accrue interest at a rate equal to, at our option, either (a)a base rate determined by reference to the higher of (1)the agents prime rate, (2)the federal funds rate plus 1/2 of 1% or (3)the London Interbank Offered Rate (LIBOR) plus 1.00%; or (b)LIBOR plus 2.25%. The margin over LIBOR is variable and is determined based on our credit rating. Among other restrictions, the terms of the credit agreement include negative covenants related to liens and a financial covenant related to the debt- to-earnings ratio. We now have combined committed bank lines of $950 million, including a $600 million, five-year revolving credit facility that matures in December 2012. |
Note 8: Warranty Obligations |
Note 8: Warranty Obligations
We provide warranties of various lengths and terms to certain of our customers based on standard terms and conditions and negotiated agreements. We provide for the estimated cost of warranties at the time revenue is recognized for products where reliable, historical experience of warranty claims and costs exists. We also provide warranty liability when additional specific obligations are identified. The obligation reflected in other current liabilities in the consolidated balance sheets is based on historical experience by product and considers failure rates and the related costs in correcting a product failure. Warranty cost and accrual information is as follows:
ThreeMonthsEnded June30, SixMonthsEnded June30,
(In millions) 2009 2008 2009 2008
Balance at beginning of period $ 18.3 $ 14.2 $ 13.5 $ 12.4
Expense for new warranties 1.7 4.5 7.3 8.0
Adjustments to existing accruals 1.8 0.2 2.6 (0.1 )
Claims paid (3.3 ) (3.4 ) (4.9 ) (4.8 )
Balance at end of period $ 18.5 $ 15.5 $ 18.5 $ 15.5
|
Note 9: Pension and Other Postretirement Benefits |
Note 9: Pension and Other Postretirement Benefits
The components of net periodic benefit cost were as follows:
Pension Benefits
ThreeMonthsEnded June30, SixMonthsEnded June30,
(In millions) 2009 2008 2009 2008
Service cost $ 8.9 $ 10.2 $ 17.6 $ 20.2
Interest cost 9.8 13.4 19.4 26.8
Expected return on plan assets (11.4 ) (17.5 ) (22.5 ) (35.0 )
Amortization of transition asset (0.1 ) (0.2 ) (0.2 ) (0.3 )
Amortization of prior service cost (0.1 ) 0.1 (0.1 ) 0.2
Amortization of actuarial losses, net 4.0 1.3 7.9 2.6
Net periodic benefit cost $ 11.1 $ 7.3 $ 22.1 $ 14.5
Other Postretirement Benefits
ThreeMonthsEnded June30, SixMonthsEnded June30,
(In millions) 2009 2008 2009 2008
Service cost $ $ 0.1 $ 0.1 $ 0.1
Interest cost 0.2 0.3 0.3 0.6
Amortization of prior service benefit (0.3 ) (0.6 ) (0.6 ) (1.2 )
Net periodic benefit (income) $ (0.1 ) $ (0.2 ) $ (0.2 ) $ (0.5 )
|
Note 10: Stock-Based Compensation |
Note 10: Stock-Based Compensation
We sponsor a stock-based compensation plan and have granted awards primarily in the form of nonvested stock awards (also known as restricted stock in the plan document). We recognize compensation expense for awards under the plan and the corresponding income tax benefits related to the expense. Stock-based compensation expense for nonvested stock awards was $5.4 million and $7.8 million for the three months ended June30, 2009 and 2008, respectively, and $16.7 million and $13.3 million for the six months ended June30, 2009 and 2008, respectively.
In the six months ended June30, 2009, we granted the following restricted stock awards to employees:
(Number of restricted stock shares in thousands) Shares Weighted- averagegrant datefairvalue
Time-based 404
Performance-based 195 *
Market-based 98 *
Granted during the six months ended June 30, 2009 697 $ 26.75
* Assumes target payout
We granted time-based restricted stock awards that cliff vest after three years. The fair value of these time-based awards was determined using the market value of our common stock on the grant date. We also granted restricted stock awards with performance-based and market-based conditions. The vesting period for these awards is three years. Compensation cost is recognized over the lesser of the stated vesting period or the period until the employee reaches age 62, the retirement-eligible age under the plan.
For current-year performance-based awards, actual payouts may vary from zero to 391thousand shares and will be dependent upon our performance relative to a peer group of companies with respect to earnings growth and return on investment for the year ending December31, 2009. Compensation cost is measured based on the current expected outcome of the performance conditions and may be adjusted until the performance period ends.
For current-year market-based awards, actual payouts may vary from zero to 196thousand shares, contingent upon our performance relative to the same peer group of companies with respect to total shareholder return (TSR) and whether the TSR is positive or negative for the year ending December31, 2009. Compensation cost for these awards is calculated using the grant date fair market value, as estimated using a Monte Carlo simulation, and is not subject to change based on future events. |
Note 11: Stockholders' Equity |
Note 11: Stockholders Equity
On May15, 2009, we amended our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 195million shares to 300million shares.
There were no cash dividends declared during the six months ended June30, 2009 or 2008.
We have been authorized by our Board of Directors to repurchase up to 30million shares and $95.0 million of our issued and outstanding common stock. We completed the purchases under the $95.0 million authorized plan in 2008. Total shares of common stock purchased under the $95.0 million authorized plan were 1.8 million. We purchased 1.4million shares under the 30million share repurchase program during the second quarter of 2009. Through June30, 2009, we made the following purchases under the buyback programs:
2009 2008
(In millions, except share data) Shares $ Shares $
Total purchased to date January1, 22,125,164 $ 817.8 16,422,053 $ 493.8
Treasury stock repurchases first quarter 1,537,800 43.5 1,621,056 88.8
Total purchased to date March31, 23,662,964 $ 861.3 18,043,109 $ 582.6
Treasury stock repurchases second quarter 1,439,304 52.2 1,239,340 81.0
Total purchased to date June30, 25,102,268 $ 913.5 19,282,449 $ 663.6
Treasury stock repurchases third quarter * * 2,842,715 154.2
Total purchased to date September30, * * 22,125,164 $ 817.8
Treasury stock repurchases fourth quarter * *
Total purchased to date December31, * * 22,125,164 $ 817.8
* Not yet applicable
We intend to hold repurchased shares in treasury for general corporate purposes, including issuances under our stock-based compensation plan. The treasury shares are accounted for using the cost method.
During the six months ended June30, 2009, 0.8million shares were issued from treasury stock in connection with our stock-based compensation plan. During the year ended December31, 2008, 1.3million shares were issued from treasury stock.
Comprehensive income (loss) consisted of the following:
ThreeMonthsEnded June30, SixMonthsEnded June30,
(In millions) 2009 2008 2009 2008
Net income attributable to FMC Technologies, Inc. $ 106.0 $ 105.8 $ 177.0 $ 187.3
Foreign currency translation adjustments 58.3 16.4 56.5 43.8
Net deferral of hedging gains, net of tax (1) 43.4 7.6 55.2 30.0
Amortization of pension and other postretirement benefit losses, net of tax 0.3 (0.1 ) 4.5 0.3
Deferral of unrealized losses on investments, net of tax 1.9
Comprehensive income $ 208.0 $ 129.7 $ 295.1 $ 261.4
(1) See additional disclosure related to hedging activity in Note 5.
Accumulated other comprehensive loss consisted of the following:
(In millions) June30, 2 |
Note 12: Fair Value of Assets and Liabilities |
Note 12: Fair Value of Assets and Liabilities
We adopted SFAS No.157, Fair Value Measurements, as of January1, 2008. SFAS No.157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2, Effective Date of FASB Statement No.157, which provided a one-year deferral of the effective date of SFAS No.157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) and was effective January1, 2009. The adoption of this standard had no impact on our consolidated financial results.
The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2: Observable inputs other than those 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 managements own assumptions about the inputs used in pricing the asset or liability.
Assets and liabilities measured at fair value on a recurring basis at June30, 2009, are as follows:
(In millions) Total Level1 Level 2 Level3
Assets
Investments $ 23.7 $ 23.7 $ $
Derivatives (1) 122.2 122.2
Total assets $ 145.9 $ 23.7 $ 122.2 $
Liabilities
Derivatives (1) $ 178.8 $ $ 178.8 $
(1) See additional disclosure related to derivative financial instruments in Note 5.
By their nature, financial instruments involve risk including credit risk for non-performance by counterparties. We manage the credit risk on financial instruments by transacting only with financially secure counterparties, requiring credit approvals and credit limits, and monitoring counterparties financial condition. We mitigate credit risk by executing contracts only with counterparties that consent to a master netting agreement, which permits the net settlement of the gross derivative assets against the gross derivative liabilities.
Fair value measurements for assets or liabilities are valued based on quoted prices in public markets that we have the ability to access. We use the income approach as the valuation technique to measure the fair value of foreign currency derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change from the derivative contract rate and the published market indicative |
Note 13: Commitments and Contingent Liabilities |
Note 13: Commitments and Contingent Liabilities
We are a defendant in various legal proceedings arising in the ordinary course of business. In the opinion of management, these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
In the ordinary course of business with customers, vendors and others, we issue standby letters of credit, performance bonds, surety bonds and other guarantees.The majority of these financial instruments represent guarantees of our future performance. Additionally, we are the named guarantor on certain letters of credit and performance bonds issued by our former subsidiary, JBT; however, we are fully indemnified by JBT pursuant to the terms and conditions of the Separation and Distribution Agreement, dated July31, 2008, by and between FMC and JBT.Management does not expect any of these financial instruments to result in losses that, if incurred, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.
|
Note 14: Business Segment Information |
Note 14: Business Segment Information
Segment revenue and segment operating profit were as follows:
ThreeMonthsEnded June30, Six Months Ended June30,
(In millions) 2009 2008 2009 2008
Revenue
Energy Production Systems $ 933.9 $ 947.7 $ 1,806.2 $ 1,801.7
Energy Processing Systems 174.1 220.8 355.1 424.6
Other revenue (1)and intercompany eliminations (4.2 ) 9.6 (4.5 ) (8.1 )
Total revenue $ 1,103.8 $ 1,178.1 $ 2,156.8 $ 2,218.2
Income before income taxes:
Segment operating profit:
Energy Production Systems $ 140.1 $ 104.9 $ 244.5 $ 200.0
Energy Processing Systems 28.5 42.9 57.0 82.1
Total segment operating profit 168.6 147.8 301.5 282.1
Corporate items:
Corporate expense (2) (9.1 ) (9.9 ) (15.9 ) (18.8 )
Other revenue (1)and other expense, net (3) (5.8 ) 0.2 (30.8 ) (24.2 )
Net interest income (expense) (2.3 ) 0.1 (4.4 ) 0.1
Total corporate items (17.2 ) (9.6 ) (51.1 ) (42.9 )
Income from continuing operations before income taxes attributable to FMC Technologies, Inc. $ 151.4 $ 138.2 $ 250.4 $ 239.2
(1) Other revenue comprises certain unrealized gains and losses on derivative instruments related to unexecuted sales contracts.
(2) Corporate expense primarily includes corporate staff expenses.
(3) 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.
Segment operating capital employed and assets were as follows:
(In millions) June30, 2009 December31, 2008
Segment operating capital employed (1):
Energy Production Systems $ 1,060.4 $ 917.2
Energy Processing Systems 234.0 243.0
Intercompany eliminations (0.1 ) (0.1 )
Total segment operating capital employed 1,294.3 1,160.1
Segment liabilities included in total segment operating capital employed (2) 1,448.6 1,493.7
Corporate (3) 460.2 927.1
Total assets $ 3,203.1 $ 3,580.9
Segment assets:
Energy Production Systems $ 2,364.3 $ 2,242.1
Energy Processing Systems 382.4 413.7
Intercompany eliminations (3.8 ) (2.0 )
Total segment assets 2,742.9 2,653.8
Corporate (3) 460.2 927.1
Total assets $ 3,203.1 $ 3,580.9
(1) FMCs management views se |