INVERSIONES EL MADERAL S.A., CONTROLADA POR EL DIRECTOR SR JORGE SELUME ZAROR

We sponsor a stock-based compensation plan, which is described below, and have primarily granted awards in the form of nonvested stock awards (also known as restricted stock in the plan document) and stock options. The compensation expense for awards under the plan for the years ended December 31, 2012, 2011 and 2010 is as follows:

(In millions) 2012 2011 2010

Stock-based compensation expense $34.0 $26.3 $27.5

Income tax benefits related to stock-based compensation expense $11.5 $ 8.9 $ 9.4

Stock-based compensation expense is recognized over the lesser of the stated vesting period (three or four years) or the period until the employee reaches age 62 (the retirement eligible age under the plan). As of December 31, 2012, a portion of the stock-based compensation expense related to outstanding awards remains to be recognized in future periods. The compensation expense related to nonvested awards yet to be recognized totaled $37.2 million for restricted stock. These costs are expected to be recognized over a weighted average period of 1.5 years. Incentive compensation and stock plan—The Amended and Restated FMC Technologies, Inc. Incentive

Compensation and Stock Plan (the “Plan”) provides certain incentives and awards to officers, employees, directors and consultants of FMC Technologies or its affiliates. The Plan allows our Board of Directors to make various types of awards to non-employee directors and the Compensation Committee (the “Committee”) of the Board of Directors to make various types of awards to other eligible individuals. Awards include management incentive awards, common stock, stock options, stock appreciation rights, restricted stock and stock units. All awards are subject to the Plan’s provisions.

Under the Plan, 48.0 million shares of our common stock were authorized for awards. These shares are in addition to shares previously granted by FMC Corporation and converted into approximately 18.0 million shares of our common stock. As of December 31, 2012, 3.8 million shares were reserved to satisfy existing awards and 21.3 million shares were available for future awards.

Management incentive awards may be awards of cash, common stock options, restricted stock or a combination thereof. Grants of common stock options may be incentive and/or nonqualified stock options. Under the plan, the exercise price for options cannot be less than the market value of our common stock at the date of grant. Options vest in accordance with the terms of the award as determined by the Committee, which is generally after three years of service, and expire not later than 10 years after the grant date. Restricted stock grants specify any applicable performance goals, the time and rate of vesting and such other provisions as determined by the Committee. Restricted stock grants generally vest after three to four years of service. Additionally, most awards vest immediately upon a change of control as defined in the Plan agreement.

Stock-based compensation awards to non-employee directors consist of restricted stock units. Awards to non- employee directors generally vest on the date of our annual stockholder meeting following the date of grant. Stock units are not settled until a director ceases services to the Board of Directors. At December 31, 2012, outstanding awards to active and retired non-employee directors included 879 thousand stock units.

Restricted stock—A summary of the nonvested restricted stock awards as of December 31, 2012, and changes during the year is presented below:

(Number of restricted stock shares in thousands) Shares

Weighted- Average Grant Date Fair Value

Nonvested at December 31, 2011 3,847 $22.82

Granted 859 $49.84

Vested (1,933) $13.91

Canceled (28) $35.36

For current year performance-based awards, the payout was dependent upon our performance relative to a peer group of companies with respect to earnings growth and return on investment for the year ended December 31, 2012. Based on results for the performance period, the payout will be 194 thousand shares at the vesting date in January 2015. Compensation cost was measured for 2012 based on the actual outcome of the performance conditions.

For current year market-based awards, the payout was contingent upon our performance relative to the same peer group of companies with respect to total stockholder return (“TSR”) for the year ended December 31, 2012. In 2012, the Committee modified the payout with respect to the TSR metric to make it possible to have a payout regardless of whether our TSR for the year is positive or negative. If our TSR for any given year is not positive, the payout with respect to TSR is limited to the target previously established by the Committee. Based on results for the performance period, the payout will be zero shares. Compensation cost for these awards was calculated using the grant date fair market value, as estimated using a Monte Carlo simulation.

The following summarizes values for restricted stock activity for the years ended December 31, 2012, 2011 and 2010:

2012 2011 2010

Weighted average grant date fair value of restricted stock awards

granted $49.84 $40.84 $26.94

Vest date fair value of restricted stock vested (in millions) $100.8 $ 47.3 $ 54.3 On January 2, 2013, restricted stock awards vested and approximately 1.1 million shares were issued to employees.

Stock options—There were no options granted, forfeited or expired during the year ended December 31, 2012. The following shows stock option activity for the year ended December 31, 2012:

(Number of stock options in thousands, intrinsic value in millions) Shares Under Option Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years)

Aggregate Intrinsic Value

Outstanding at December 31, 2011 306 $5.06

Exercised (153) $4.89

Outstanding and exercisable at December 31,

2012 153 $5.24 0.6 5.7

The aggregate intrinsic value reflects the value to the option holders, or the difference between the market price as of December 31, 2012, and the exercise price of the option, which would have been received by the option holders had all options been exercised as of that date. While the intrinsic value is representative of the value to be gained by the option holders, this value is not indicative of compensation expense recorded by us. Compensation expense on stock options was calculated on the date of grant using the fair value of the options, as determined by a Black-Scholes option pricing model and the number of options granted, reduced by estimated forfeitures. The intrinsic value of options exercised for years ended December 31, 2012, 2011 and 2010 was $6.4 million, $11.8 million and $14.9 million, respectively.