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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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England and Wales
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98-1283037
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One St. Paul’s Churchyard
London, United Kingdom
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EC4M 8AP
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer (Do not check if a smaller reporting company)
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x
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Smaller reporting company
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o
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Emerging growth company
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o
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Class
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Outstanding at November 3, 2017
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Ordinary shares, $1.00 par value per share
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466,429,009
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Page
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Condensed Consolidated Statements of Changes in Stockholders’ Equity
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Other Matters
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Recently Issued Accounting Standards
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•
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the completion of the material weakness remediation process could identify additional issues relating to disclosure controls and procedures or internal control over financial reporting;
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•
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the Company may need to devote additional time, effort and expense to address other matters relating to the restatement, including potential governmental investigations or shareholder lawsuits and possible fines, penalties or settlements resulting therefrom;
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•
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unanticipated changes relating to competitive factors in our industry;
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•
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demand for our products and services, which is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets;
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•
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our ability to develop and implement new technologies and services, as well as our ability to protect and maintain critical intellectual property assets;
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•
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potential liabilities arising out of the installation or use of our products;
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•
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cost overruns related to our fixed price contracts or asset construction projects that may affect revenues;
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•
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disruptions in the timely delivery of our backlog and its effect on our future sales, profitability, and our relationships with our customers;
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•
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risks related to reliance on subcontractors, suppliers and joint venture partners in the performance of our contracts;
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•
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our ability to hire and retain key personnel;
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•
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piracy risks for our maritime employees and assets;
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•
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the cumulative loss of major contracts or alliances;
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•
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U.S. and international laws and regulations, including environmental regulations, that may increase our costs, limit the demand for our products and services or restrict our operations;
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•
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disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;
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•
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risks associated with The Depository Trust Company and Euroclear for clearance services for shares traded on the NYSE and Euronext Paris, respectively;
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•
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results of the United Kingdom’s referendum on withdrawal from the European Union;
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•
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risks associated with being an English public limited company, including the need for court approval of “distributable profits” and stockholder approval of certain capital structure decisions;
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•
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our ability to pay dividends or repurchase shares in accordance with our announced capital allocation plan;
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•
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compliance with covenants under our debt instruments and conditions in the credit markets;
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•
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downgrade in the ratings of our debt could restrict our ability to access the debt capital markets;
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•
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the outcome of uninsured claims and litigation against us;
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•
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the risks of currency exchange rate fluctuations associated with our international operations;
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•
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risks that the legacy businesses of FMC Technologies, Inc. and Technip S.A. will not be integrated successfully or that the combined company will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected;
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•
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unanticipated merger-related costs;
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•
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failure of our information technology infrastructure or any significant breach of security;
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•
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risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject; and
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•
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such other risk factors set forth in our filings with the United States Securities and Exchange Commission and in our filings with the Autorité des marchés financiers or the U.K. Financial Conduct Authority.
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
(In millions, except per share data)
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2017
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2016
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2017
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2016
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||||||||
Revenue:
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||||||||
Service revenue
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$
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3,374.9
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$
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2,360.0
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$
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9,301.0
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$
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7,089.6
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Product revenue
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710.9
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15.7
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1,928.2
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62.3
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||||
Lease and other revenue
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55.1
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|
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—
|
|
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144.7
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|
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—
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||||
Total revenue
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4,140.9
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2,375.7
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11,373.9
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7,151.9
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||||
Costs and expenses:
|
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||||||||
Cost of service revenue
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2,841.3
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1,925.4
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7,728.4
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5,825.4
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||||
Cost of product revenue
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589.4
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5.6
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1,781.9
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38.3
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|
||||
Cost of lease and other revenue
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37.5
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|
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—
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100.2
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—
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||||
Selling, general and administrative expense
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284.4
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143.0
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806.5
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434.0
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||||
Research and development expense
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51.1
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22.0
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143.6
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67.8
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|
||||
Impairment, restructuring and other expense (Note 5)
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59.4
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10.2
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56.8
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109.7
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|
||||
Merger transaction and integration costs (Note 2)
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9.2
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14.0
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87.2
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30.7
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||||
Total costs and expenses
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3,872.3
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2,120.2
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10,704.6
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6,505.9
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|
||||
Other income (expense), net
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30.0
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81.7
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43.2
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(17.5
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)
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||||
Income from equity affiliates (Note 8)
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17.3
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67.4
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39.4
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72.8
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Income before net interest expense and income taxes
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315.9
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404.6
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751.9
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701.3
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Net interest expense
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(86.3
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)
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(0.4
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)
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(240.5
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)
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(21.4
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)
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||||
Income before income taxes
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229.6
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404.2
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511.4
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679.9
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Provision for income taxes (Note 14)
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111.7
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102.5
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249.7
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153.8
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||||
Net income
|
117.9
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301.7
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261.7
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526.1
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||||
Net loss attributable to noncontrolling interests
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3.1
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0.7
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5.5
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1.0
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||||
Net income attributable to TechnipFMC plc
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$
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121.0
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$
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302.4
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$
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267.2
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$
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527.1
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||||||||
Earnings per share attributable to TechnipFMC plc (Note 4):
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||||||||
Basic
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$
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0.26
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$
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2.50
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$
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0.57
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$
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4.41
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Diluted
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$
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0.26
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$
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2.39
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$
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0.57
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$
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4.22
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Weighted average shares outstanding (Note 4):
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||||||||
Basic
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467.2
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121.0
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466.8
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119.6
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|
||||
Diluted
|
469.7
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126.9
|
|
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468.3
|
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125.3
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
|
|
September 30,
|
||||||||||||
(In millions)
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2017
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2016
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2017
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|
2016
|
||||||||
Net income
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$
|
117.9
|
|
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$
|
301.7
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$
|
261.7
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$
|
526.1
|
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Other comprehensive income (loss), net of tax:
|
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||||||||
Foreign currency translation adjustments
(1)
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0.2
|
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(2.3
|
)
|
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(34.7
|
)
|
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(27.2
|
)
|
||||
Net unrealized gains (losses) on available-for-sale securities:
|
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||||||||
Net unrealized gains (losses) arising during the period
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—
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(3.7
|
)
|
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—
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1.3
|
|
||||
Reclassification adjustment for net gains (losses) included in net income
|
—
|
|
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—
|
|
|
—
|
|
|
—
|
|
||||
Net unrealized gains (losses) on available-for-sale securities
(2)
|
—
|
|
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(3.7
|
)
|
|
—
|
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1.3
|
|
||||
Net gains (losses) on hedging instruments:
|
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|
|
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||||||||
Net gains (losses) arising during the period
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32.7
|
|
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(51.7
|
)
|
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74.9
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|
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(9.0
|
)
|
||||
Reclassification adjustment for net losses included in net income
|
19.5
|
|
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13.8
|
|
|
74.3
|
|
|
76.4
|
|
||||
Net gains (losses) on hedging instruments
(3)
|
52.2
|
|
|
(37.9
|
)
|
|
149.2
|
|
|
67.4
|
|
||||
Pension and other post-retirement benefits:
|
|
|
|
|
|
|
|
||||||||
Net losses arising during the period
|
(2.8
|
)
|
|
(0.3
|
)
|
|
(4.0
|
)
|
|
(16.5
|
)
|
||||
Reclassification adjustment for amortization of prior service cost included in net income
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|
0.4
|
|
||||
Reclassification adjustment for amortization of net actuarial loss included in net income
|
0.5
|
|
|
0.1
|
|
|
1.4
|
|
|
0.5
|
|
||||
Net pension and other post-retirement costs
(4)
|
(2.1
|
)
|
|
—
|
|
|
(2.2
|
)
|
|
(15.6
|
)
|
||||
Other comprehensive income (loss), net of tax
|
50.3
|
|
|
(43.9
|
)
|
|
112.3
|
|
|
25.9
|
|
||||
Comprehensive income
|
168.2
|
|
|
257.8
|
|
|
374.0
|
|
|
552.0
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interest
|
2.6
|
|
|
(14.0
|
)
|
|
4.8
|
|
|
(13.0
|
)
|
||||
Comprehensive income attributable to TechnipFMC plc
|
$
|
170.8
|
|
|
$
|
243.8
|
|
|
$
|
378.8
|
|
|
$
|
539.0
|
|
(1)
|
Net of income tax (expense) benefit of
(0.9)
and
nil
for the
three
months ended
September 30, 2017
and
2016,
respectively, and
$(4.8)
and
nil
for the
nine
months ended September 30, 2017 and 2016, respectively.
|
(2)
|
Net of income tax (expense) benefit of
nil
and
nil
for the
three
months ended
September 30, 2017
and
2016,
respectively, and
nil
and
nil
for the
nine
months ended September 30, 2017 and 2016, respectively.
|
(3)
|
Net of income tax (expense) benefit of
$(12.1)
and
$(4.8)
for the
three
months ended
September 30, 2017
and
2016,
respectively, and
$(49.4)
and
$(25.7)
for the
nine
months ended September 30, 2017 and 2016, respectively.
|
(4)
|
Net of income tax (expense) benefit of
$0.7
and $
0.2
for the
three
months ended
September 30, 2017
and
2016,
respectively, and
$1.1
and
$0.4
for the
nine
months ended September 30, 2017 and 2016, respectively.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
(In millions, except par value data)
|
|
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|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,896.1
|
|
|
$
|
6,269.3
|
|
Trade receivables, net of allowances of $106.7 in 2017 and $85.6 in 2016
|
2,724.3
|
|
|
2,024.5
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
1,317.9
|
|
|
485.8
|
|
||
Inventories, net (Note 6)
|
930.7
|
|
|
334.7
|
|
||
Derivative financial instruments (Note 17)
|
125.9
|
|
|
47.2
|
|
||
Income taxes receivable
|
391.3
|
|
|
265.0
|
|
||
Advances paid to suppliers
|
619.2
|
|
|
711.5
|
|
||
Other current assets (Note 7)
|
1,129.6
|
|
|
799.2
|
|
||
Total current assets
|
14,135.0
|
|
|
10,937.2
|
|
||
Investments in equity affiliates
|
229.4
|
|
|
177.8
|
|
||
Property, plant and equipment, net of accumulated depreciati
on of
$2,008.9
in 2017 and $1,691.8 in 201
6
|
3,950.0
|
|
|
2,620.1
|
|
||
Goodwill
|
8,896.0
|
|
|
3,718.3
|
|
||
Intangible assets, net of accumulated amortization of $446.9 in 2017 and $245.9 in 2016
|
1,391.8
|
|
|
173.7
|
|
||
Deferred income taxes
|
562.1
|
|
|
621.6
|
|
||
Derivative financial instruments (Note 17)
|
84.1
|
|
|
190.8
|
|
||
Other assets
|
379.8
|
|
|
250.2
|
|
||
Total assets
|
$
|
29,628.2
|
|
|
$
|
18,689.7
|
|
Liabilities and equity
|
|
|
|
||||
Short-term debt and current portion of long-term debt (Note 10)
|
$
|
473.2
|
|
|
$
|
683.6
|
|
Accounts payable, trade
|
4,647.7
|
|
|
3,837.7
|
|
||
Advance payments
|
137.9
|
|
|
411.1
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
3,026.4
|
|
|
3,323.0
|
|
||
Accrued payroll
|
438.5
|
|
|
307.7
|
|
||
Derivative financial instruments (Note 17)
|
106.3
|
|
|
183.0
|
|
||
Income taxes payable
|
315.1
|
|
|
317.5
|
|
||
Other current liabilities (Note 9)
|
2,436.3
|
|
|
1,825.3
|
|
||
Total current liabilities
|
11,581.4
|
|
|
10,888.9
|
|
||
Long-term debt, less current portion (Note 10)
|
3,167.4
|
|
|
1,869.3
|
|
||
Accrued pension and other post-retirement benefits, less current portion
|
352.1
|
|
|
160.8
|
|
||
Derivative financial instruments (Note 17)
|
59.7
|
|
|
227.7
|
|
||
Deferred income taxes
|
269.9
|
|
|
130.5
|
|
||
Other liabilities (Note 11)
|
472.8
|
|
|
300.6
|
|
||
Commitments and contingent liabilities (Note 12)
|
|
|
|
||||
Stockholders’ equity (Note 13):
|
|
|
|
||||
Ordinary shares, $1.00 par value and €0.7625 in 2017 and 2016, respectively; 525.0 shares and 119.2 shares authorized in 2017 and 2016, respectively; 467.1 shares and 119.2 shares issued in 2017 and 2016, respectively; 0.1 and 3.2 shares canceled in 2017 and 2016, respectively; 467.0 and 118.9 shares outstanding in 2017 and 2016, respectively
|
467.1
|
|
|
114.7
|
|
||
Ordinary shares held in employee benefit trust, at cost; 0.1 shares in 2017
|
(5.0
|
)
|
|
—
|
|
||
Treasury stock, at cost; no shares and 0.3 shares in 2017 and 2016, respectively
|
—
|
|
|
(44.5
|
)
|
||
Capital in excess of par value of ordinary shares
|
10,529.8
|
|
|
2,694.7
|
|
||
Retained earnings
|
3,683.3
|
|
|
3,416.1
|
|
||
Accumulated other comprehensive loss
|
(945.8
|
)
|
|
(1,057.4
|
)
|
||
Total TechnipFMC plc stockholders’ equity
|
13,729.4
|
|
|
5,123.6
|
|
||
Noncontrolling interests
|
(4.5
|
)
|
|
(11.7
|
)
|
||
Total equity
|
13,724.9
|
|
|
5,111.9
|
|
||
Total liabilities and equity
|
$
|
29,628.2
|
|
|
$
|
18,689.7
|
|
(In millions)
|
Nine Months Ended
|
||||||
September 30,
|
|||||||
2017
|
|
2016
|
|||||
Cash provided (required) by operating activities:
|
|
|
|
||||
Net income
|
$
|
261.7
|
|
|
$
|
526.1
|
|
Adjustments to reconcile net income to cash provided (required) by operating activities:
|
|
|
|
||||
Depreciation
|
276.8
|
|
|
209.9
|
|
||
Amortization
|
184.9
|
|
|
13.7
|
|
||
Employee benefit plan and stock-based compensation costs
|
30.5
|
|
|
15.9
|
|
||
Unrealized (gain) loss on derivative instruments and foreign exchange
|
(70.5
|
)
|
|
18.2
|
|
||
Deferred income tax provision (benefit)
|
3.5
|
|
|
(79.3
|
)
|
||
Impairments (Note 5)
|
9.0
|
|
|
—
|
|
||
Other
|
(15.4
|
)
|
|
(32.4
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Trade receivables, net and costs in excess of billings
|
225.8
|
|
|
(727.8
|
)
|
||
Inventories, net
|
198.0
|
|
|
68.4
|
|
||
Accounts payable, trade
|
150.2
|
|
|
131.2
|
|
||
Advance payments and billings in excess of costs
|
(1,195.3
|
)
|
|
(72.5
|
)
|
||
Income taxes payable (receivable), net
|
(88.1
|
)
|
|
118.6
|
|
||
Other assets and liabilities, net
|
307.9
|
|
|
78.4
|
|
||
Cash provided by operating activities
|
279.0
|
|
|
268.4
|
|
||
Cash provided (required) by investing activities:
|
|
|
|
||||
Capital expenditures
|
(170.4
|
)
|
|
(107.6
|
)
|
||
Cash acquired in merger of FMC Technologies, Inc. and Technip S.A. (Note 2)
|
1,479.2
|
|
|
—
|
|
||
Cash divested from deconsolidation
|
—
|
|
|
(89.8
|
)
|
||
Proceeds from sale of assets
|
13.6
|
|
|
10.1
|
|
||
Other
|
12.0
|
|
|
—
|
|
||
Cash provided (required) by investing activities
|
1,334.4
|
|
|
(187.3
|
)
|
||
Cash provided (required) by financing activities:
|
|
|
|
||||
Net decrease in short-term debt
|
(28.4
|
)
|
|
(4.5
|
)
|
||
Net increase (decrease) in commercial paper
|
(363.0
|
)
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
7.3
|
|
|
449.6
|
|
||
Repayments of long-term debt
|
(547.2
|
)
|
|
(765.2
|
)
|
||
Purchase of treasury stock
|
(1.3
|
)
|
|
(151.3
|
)
|
||
Dividends paid
|
—
|
|
|
(112.4
|
)
|
||
Payments related to taxes withheld on stock-based compensation
|
(46.6
|
)
|
|
—
|
|
||
Other
|
(76.9
|
)
|
|
0.3
|
|
||
Cash required by financing activities
|
(1,056.1
|
)
|
|
(583.5
|
)
|
||
Effect of changes in foreign exchange rates on cash and cash equivalents
|
69.5
|
|
|
121.8
|
|
||
Increase (decrease) in cash and cash equivalents
|
626.8
|
|
|
(380.6
|
)
|
||
Cash and cash equivalents, beginning of period
|
6,269.3
|
|
|
3,178.0
|
|
||
Cash and cash equivalents, end of period
|
$
|
6,896.1
|
|
|
$
|
2,797.4
|
|
(In millions)
|
Ordinary Shares
|
|
Ordinary Shares Held in
Treasury and
Employee
Benefit
Trust
|
|
Capital in
Excess of Par
Value of
Ordinary Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Non-
controlling
Interest
|
|
Total
Stockholders’
Equity
|
||||||||||||||
Balance as of December 31, 2016
|
$
|
114.7
|
|
|
$
|
(44.5
|
)
|
|
$
|
2,694.7
|
|
|
$
|
3,416.1
|
|
|
$
|
(1,057.4
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
5,111.9
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
267.2
|
|
|
—
|
|
|
(5.5
|
)
|
|
261.7
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111.6
|
|
|
0.7
|
|
|
112.3
|
|
|||||||
Issuance of ordinary shares due to the merger of FMC Technologies and Technip
|
351.9
|
|
|
(6.6
|
)
|
|
7,825.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,170.7
|
|
|||||||
Cancellation of treasury stock (Note 13)
|
(0.1
|
)
|
|
44.5
|
|
|
(26.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.8
|
|
|||||||
Net sales of ordinary shares for employee benefit trust
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||||
Issuance of ordinary shares
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||||
Stock-based compensation (Note 16)
|
—
|
|
|
—
|
|
|
34.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.9
|
|
|||||||
Other
|
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|
13.4
|
|
|||||||
Balance as of September 30, 2017
|
$
|
467.1
|
|
|
$
|
(5.0
|
)
|
|
$
|
10,529.8
|
|
|
$
|
3,683.3
|
|
|
$
|
(945.8
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
13,724.9
|
|
•
|
Level 1
: Unadjusted quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2
: Observable inputs other than quoted prices 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 management’s own assumptions about the assumptions market participants would use in pricing the asset or liability.
|
(1)
|
As the calculation is deemed to reflect a share capital increase of the accounting acquirer, the FMC Technologies exchange ratio (1 share of TechnipFMC for 1 share of FMC Technologies as provided in the business combination agreement) is adjusted by dividing the FMC Technologies exchange ratio by the Technip exchange ratio (
2
shares of TechnipFMC for 1 share of Technip as provided in the business combination agreement), i.e., 1 ⁄ 2 =
0.5
in order to reflect the number of shares of Technip that FMC Technologies stockholders would have received if Technip was to have issued its own shares.
|
(2)
|
Closing price of Technip’s ordinary shares on Euronext Paris on January 16, 2017 in Euro converted at the Euro to U.S. dollar exchange rate of
$1.0594
on January 16, 2017.
|
(In millions)
|
Allocated Goodwill
|
||
Subsea
|
$
|
2,508.2
|
|
Onshore/Offshore
|
1,622.9
|
|
|
Surface Technologies
|
990.0
|
|
|
Total
|
$
|
5,121.1
|
|
(In millions, except estimated useful lives)
|
Fair Value
|
|
Estimated
Useful Lives
|
||
Acquired technology
|
$
|
240.0
|
|
|
10
|
Backlog
|
175.0
|
|
|
2
|
|
Customer relationships
|
285.0
|
|
|
10
|
|
Tradenames
|
635.0
|
|
|
20
|
|
Software
|
55.3
|
|
|
Various
|
|
Total identifiable intangible assets acquired
|
$
|
1,390.3
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions, except per share data)
|
2017
Actual
|
|
2016
Pro Forma
|
|
2017
Pro Forma
|
|
2016
Pro Forma
|
||||||||
Revenue
|
$
|
4,140.9
|
|
|
$
|
3,454.8
|
|
|
$
|
11,486.8
|
|
|
$
|
10,587.2
|
|
Net income attributable to TechnipFMC adjusted for dilutive effects
|
$
|
121.0
|
|
|
$
|
306.9
|
|
|
$
|
182.4
|
|
|
$
|
436.1
|
|
Diluted earnings per share
|
$
|
0.26
|
|
|
$
|
0.65
|
|
|
$
|
0.39
|
|
|
$
|
0.93
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In millions, except per share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to TechnipFMC plc
|
$
|
121.0
|
|
|
$
|
302.4
|
|
|
$
|
267.2
|
|
|
$
|
527.1
|
|
After-tax interest expense related to dilutive shares
|
—
|
|
|
0.4
|
|
|
—
|
|
|
1.1
|
|
||||
Net income attributable to TechnipFMC plc adjusted for dilutive effects
|
121.0
|
|
|
302.8
|
|
|
267.2
|
|
|
528.2
|
|
||||
Weighted average number of shares outstanding
|
467.2
|
|
|
121.0
|
|
|
466.8
|
|
|
119.6
|
|
||||
Dilutive effect of restricted stock units
|
0.7
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Dilutive effect of stock options
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Dilutive effect of performance shares
|
1.8
|
|
|
0.7
|
|
|
1.3
|
|
|
0.5
|
|
||||
Dilutive effect of convertible bonds
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
||||
Total shares and dilutive securities
|
469.7
|
|
|
126.9
|
|
|
468.3
|
|
|
125.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to TechnipFMC plc
|
$
|
0.26
|
|
|
$
|
2.50
|
|
|
$
|
0.57
|
|
|
$
|
4.41
|
|
Diluted earnings per share attributable to TechnipFMC plc
|
$
|
0.26
|
|
|
$
|
2.39
|
|
|
$
|
0.57
|
|
|
$
|
4.22
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Subsea
|
$
|
22.8
|
|
|
$
|
3.7
|
|
|
$
|
35.5
|
|
|
$
|
24.0
|
|
Onshore/Offshore
|
28.9
|
|
|
5.2
|
|
|
0.9
|
|
|
69.8
|
|
||||
Surface Technologies
|
7.8
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
||||
Corporate and other
|
(0.1
|
)
|
|
1.3
|
|
|
8.4
|
|
|
15.9
|
|
||||
Total impairment, restructuring and other expense
|
$
|
59.4
|
|
|
$
|
10.2
|
|
|
$
|
56.8
|
|
|
$
|
109.7
|
|
(In millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Raw materials
|
$
|
250.8
|
|
|
$
|
272.9
|
|
Work in process
|
175.1
|
|
|
36.1
|
|
||
Finished goods
|
587.8
|
|
|
64.6
|
|
||
|
1,013.7
|
|
|
373.6
|
|
||
Valuation adjustments
|
(83.0
|
)
|
|
(38.9
|
)
|
||
Inventories, net
|
$
|
930.7
|
|
|
$
|
334.7
|
|
(In millions)
|
September 30,
2017 |
|
December 31, 2016
|
||||
Value added tax receivables
|
$
|
484.3
|
|
|
$
|
319.4
|
|
Other tax receivables
|
183.6
|
|
|
124.9
|
|
||
Prepaid expenses
|
132.1
|
|
|
106.4
|
|
||
Other
|
329.6
|
|
|
248.5
|
|
||
Other current assets
|
$
|
1,129.6
|
|
|
$
|
799.2
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Subsea
|
$
|
18.7
|
|
|
$
|
37.1
|
|
|
$
|
40.4
|
|
|
$
|
27.1
|
|
Onshore/Offshore
|
(1.4
|
)
|
|
30.3
|
|
|
(1.0
|
)
|
|
45.7
|
|
||||
Surface Technologies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from equity affiliates
|
$
|
17.3
|
|
|
$
|
67.4
|
|
|
$
|
39.4
|
|
|
$
|
72.8
|
|
(In millions)
|
September 30,
2017 |
|
December 31, 2016
|
||||
Accruals on completed contracts
|
$
|
306.6
|
|
|
$
|
271.9
|
|
Deferred income on contracts
|
414.9
|
|
|
407.6
|
|
||
Contingencies related to contracts
|
439.7
|
|
|
370.1
|
|
||
Other taxes payable
|
261.7
|
|
|
143.5
|
|
||
Social security liability
|
110.6
|
|
|
66.3
|
|
||
Redeemable financial liability
|
77.0
|
|
|
33.7
|
|
||
Other
|
825.8
|
|
|
532.2
|
|
||
Total other current liabilities
|
$
|
2,436.3
|
|
|
$
|
1,825.3
|
|
(In millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Bilateral credit facilities
|
—
|
|
|
—
|
|
||
Commercial paper
|
839.8
|
|
|
210.8
|
|
||
Synthetic bonds due 2021
|
490.9
|
|
|
428.0
|
|
||
Convertible bonds due 2017
|
—
|
|
|
524.5
|
|
||
2.00% Senior Notes due 2017
|
300.0
|
|
|
—
|
|
||
3.45% Senior Notes due 2022
|
500.0
|
|
|
—
|
|
||
5.00% Notes due 2020
|
236.3
|
|
|
209.7
|
|
||
3.40% Notes due 2022
|
177.9
|
|
|
158.0
|
|
||
3.15% Notes due 2023
|
153.3
|
|
|
136.1
|
|
||
3.15% Notes due 2023
|
148.1
|
|
|
131.4
|
|
||
4.00% Notes due 2027
|
88.9
|
|
|
79.0
|
|
||
4.00% Notes due 2032
|
114.1
|
|
|
101.2
|
|
||
3.75% Notes due 2033
|
114.8
|
|
|
101.8
|
|
||
Bank borrowings
|
437.0
|
|
|
452.1
|
|
||
Other
|
39.5
|
|
|
20.3
|
|
||
Total long-term debt
|
3,640.6
|
|
|
2,552.9
|
|
||
Less: current portion
|
(473.2
|
)
|
|
(683.6
|
)
|
||
Long-term debt, less current portion
|
$
|
3,167.4
|
|
|
$
|
1,869.3
|
|
•
|
U.S. dollar-denominated loans bear interest, at the Borrowers’ option, at a base rate or an adjusted rate linked to the London interbank offered rate (“Adjusted LIBOR”);
|
•
|
sterling-denominated loans bear interest at Adjusted LIBOR; and
|
•
|
euro-denominated loans bear interest at the Euro interbank offered rate (“EURIBOR”).
|
•
|
two credit facilities of
€80.0 million
each expiring in
May 2019
;
|
•
|
a credit facility of
€80.0 million
expiring in
June 2019
; and
|
•
|
a credit facility of
€100.0 million
expiring in
May 2021
.
|
(In millions)
|
September 30, 2017
|
||
Financial guarantees
(1)
|
$
|
839.6
|
|
Performance guarantees
(2)
|
3,733.8
|
|
|
Maximum potential undiscounted payments
|
$
|
4,573.4
|
|
(1)
|
Financial guarantees represent contracts that contingently require a guarantor to make payments to a guaranteed party based on changes in an underlying agreement that is related to an asset, a liability, or an equity security of the guaranteed party. These tend to be drawn down only if there is a failure to fulfill our financial obligations.
|
(2)
|
Performance guarantees represent contracts that contingently require a guarantor to make payments to a guaranteed party based on another entity's failure to perform under a nonfinancial obligating agreement. Events that trigger payment are performance related, such as failure to ship a product or provide a service.
|
(Number of shares in millions)
|
Ordinary Shares Issued
|
|
Ordinary Shares
Held in
Employee
Benefit Trust
|
|
Treasury Stock
|
|||
Balance as of December 31, 2015
|
119.0
|
|
|
—
|
|
|
0.8
|
|
Stock awards
|
0.1
|
|
|
—
|
|
|
(0.3
|
)
|
Treasury stock purchases
|
—
|
|
|
—
|
|
|
2.6
|
|
Dividends paid
|
3.2
|
|
|
—
|
|
|
—
|
|
Balance as of September 30, 2016
|
122.3
|
|
|
—
|
|
|
3.1
|
|
|
|
|
|
|
|
|||
Balance as of December 31, 2016
|
119.2
|
|
|
—
|
|
|
0.3
|
|
Net capital increases due to the merger of FMC Technologies and Technip
|
347.4
|
|
|
—
|
|
|
—
|
|
Stock awards
|
0.6
|
|
|
—
|
|
|
—
|
|
Treasury stock cancellation due to the merger of FMC Technologies and Technip
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
Treasury stock purchases
|
—
|
|
|
—
|
|
|
0.1
|
|
Treasury stock cancellations
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Net stock purchased for (sold from) employee benefit trust
|
—
|
|
|
0.1
|
|
|
—
|
|
Balance as of September 30, 2017
|
467.1
|
|
|
0.1
|
|
|
—
|
|
(In millions)
|
Foreign Currency
Translation
|
|
Available-For-Sale Securities
|
|
Hedging Instruments
|
|
Defined Pension and Other Post-retirement Benefits
|
|
Accumulated Other
Comprehensive Loss
|
||||||||||
Accumulated other comprehensive loss as of December 31, 2016
|
$
|
(849.8
|
)
|
|
$
|
—
|
|
|
$
|
(126.9
|
)
|
|
$
|
(80.7
|
)
|
|
$
|
(1,057.4
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
(34.7
|
)
|
|
—
|
|
|
74.9
|
|
|
(4.0
|
)
|
|
36.2
|
|
|||||
Reclassification adjustment for net losses (gains) included in net income, net of tax
|
—
|
|
|
—
|
|
|
74.3
|
|
|
1.8
|
|
|
76.1
|
|
|||||
Other comprehensive income (loss), net of tax
|
(34.7
|
)
|
|
—
|
|
|
149.2
|
|
|
(2.2
|
)
|
|
112.3
|
|
|||||
Accumulated other comprehensive income (loss)
|
(884.5
|
)
|
|
—
|
|
|
22.3
|
|
|
(82.9
|
)
|
|
(945.1
|
)
|
|||||
Accumulated other comprehensive income attributable to noncontrolling interest
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Accumulated other comprehensive income (loss) attributable to TechnipFMC as of September 30, 2017
|
$
|
(885.2
|
)
|
|
$
|
—
|
|
|
$
|
22.3
|
|
|
$
|
(82.9
|
)
|
|
$
|
(945.8
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
||||||||||||
(In millions)
|
|
September 30, 2017
|
|
September 30, 2016
|
|
September 30, 2017
|
|
September 30, 2016
|
|
|
||||||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified out of Accumulated Other
Comprehensive Loss
|
|
Affected Line Item in the Condensed Consolidated Statements of Income
|
||||||||||||||
Gains (losses) on available-for-sale securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) on hedging instruments
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts:
|
|
$
|
(6.3
|
)
|
|
$
|
—
|
|
|
$
|
(31.6
|
)
|
|
$
|
—
|
|
|
Revenue
|
|
|
0.2
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
Cost of sales
|
||||
|
|
0.5
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
Selling, general and administrative expense
|
||||
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
Research and development expense
|
||||
|
|
(20.4
|
)
|
|
(18.1
|
)
|
|
(70.6
|
)
|
|
(107.9
|
)
|
|
Other (expense), net
|
||||
|
|
(26.0
|
)
|
|
(18.1
|
)
|
|
(99.9
|
)
|
|
(107.9
|
)
|
|
Income before income taxes
|
||||
|
|
(6.3
|
)
|
|
(4.3
|
)
|
|
(25.6
|
)
|
|
(31.5
|
)
|
|
Provision (benefit) for income taxes
|
||||
|
|
$
|
(19.7
|
)
|
|
$
|
(13.8
|
)
|
|
$
|
(74.3
|
)
|
|
$
|
(76.4
|
)
|
|
Net income
|
Defined pension and other post-retirement benefits
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial gain (loss)
|
|
$
|
(0.7
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(0.7
|
)
|
|
(a)
|
Amortization of prior service credit (cost)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(a)
|
||||
|
|
(1.0
|
)
|
|
(0.4
|
)
|
|
(2.5
|
)
|
|
(1.3
|
)
|
|
Income before income taxes
|
||||
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
Provision (benefit) for income taxes
|
||||
|
|
$
|
(0.7
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(0.9
|
)
|
|
Net income
|
(a)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 15 for additional details).
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Statutory income tax rate
|
19.3
|
%
|
|
34.4
|
%
|
|
19.3
|
%
|
|
34.4
|
%
|
Net difference resulting from:
|
|
|
|
|
|
|
|
||||
Foreign earnings subject to different tax rates
|
10.8
|
%
|
|
(14.2
|
)%
|
|
9.4
|
%
|
|
(17.9
|
)%
|
Branch profits tax
|
0.5
|
%
|
|
—
|
%
|
|
(1.4
|
)%
|
|
—
|
%
|
Deemed dividends
|
0.4
|
%
|
|
—
|
%
|
|
1.4
|
%
|
|
—
|
%
|
State, local and provincial tax
|
2.6
|
%
|
|
2.0
|
%
|
|
5.1
|
%
|
|
3.3
|
%
|
Valuation allowance
|
12.9
|
%
|
|
5.2
|
%
|
|
13.9
|
%
|
|
7.0
|
%
|
Other
|
2.1
|
%
|
|
(2.0
|
)%
|
|
1.1
|
%
|
|
(4.2
|
)%
|
Effective tax rate
|
48.6
|
%
|
|
25.4
|
%
|
|
48.8
|
%
|
|
22.6
|
%
|
|
Pension Benefits
|
||||||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
||||||||||||||||
Service cost
|
$
|
2.7
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
7.6
|
|
|
$
|
15.8
|
|
|
$
|
—
|
|
|
$
|
8.8
|
|
Interest cost
|
7.0
|
|
|
5.5
|
|
|
—
|
|
|
2.7
|
|
|
19.7
|
|
|
15.0
|
|
|
—
|
|
|
8.2
|
|
||||||||
Expected return on plan assets
|
(12.7
|
)
|
|
(9.7
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
(35.9
|
)
|
|
(26.7
|
)
|
|
—
|
|
|
(6.3
|
)
|
||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||||||
Amortization of actuarial loss (gain), net
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
0.7
|
|
||||||||
Curtailment cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Net periodic benefit cost
|
$
|
(3.0
|
)
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
(8.6
|
)
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
Other Post-retirement Benefits
|
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest cost
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Net periodic benefit cost
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
Current – Derivative financial instruments
|
$
|
109.7
|
|
|
$
|
83.9
|
|
|
$
|
47.2
|
|
|
$
|
183.0
|
|
Long-term – Derivative financial instruments
|
33.5
|
|
|
4.8
|
|
|
10.7
|
|
|
47.6
|
|
||||
Total derivatives designated as hedging instruments
|
143.2
|
|
|
88.7
|
|
|
57.9
|
|
|
230.6
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
Current – Derivative financial instruments
|
16.2
|
|
|
22.4
|
|
|
—
|
|
|
—
|
|
||||
Long-term – Derivative financial instruments
|
3.3
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
19.5
|
|
|
30.0
|
|
|
—
|
|
|
—
|
|
||||
Long-term – Derivative financial instruments
– Synthetic Bonds – Call Option Premium
|
47.3
|
|
|
—
|
|
|
180.1
|
|
|
—
|
|
||||
Long-term – Derivative financial instruments
– Synthetic Bonds – Embedded Derivatives
|
—
|
|
|
47.3
|
|
|
—
|
|
|
180.1
|
|
||||
Total derivatives
|
$
|
210.0
|
|
|
$
|
166.0
|
|
|
$
|
238.0
|
|
|
$
|
410.7
|
|
|
Gain (Loss) Recognized in
OCI (Effective Portion)
|
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange contracts
|
$
|
38.3
|
|
|
$
|
(51.2
|
)
|
|
$
|
98.7
|
|
|
$
|
(14.8
|
)
|
Location of Cash Flow Hedge Gain (Loss) Reclassified from
Accumulated OCI into Income
|
Gain (Loss) Reclassified from Accumulated
OCI into Income (Effective Portion) |
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
(6.3
|
)
|
|
$
|
—
|
|
|
$
|
(31.6
|
)
|
|
$
|
—
|
|
Cost of sales
|
0.2
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
||||
Selling, general and administrative expense
|
0.5
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Research and development expense
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Other income (expense), net
|
(20.4
|
)
|
|
(18.1
|
)
|
|
(70.6
|
)
|
|
(107.9
|
)
|
||||
Total
|
$
|
(26.0
|
)
|
|
$
|
(18.1
|
)
|
|
$
|
(99.9
|
)
|
|
$
|
(107.9
|
)
|
|
|
|
|
|
|
|
|
||||||||
Location of Cash Flow Hedge Gain (Loss) Recognized in Income
|
Gain (Loss) Recognized in Income (Ineffective Portion
and Amount Excluded from Effectiveness Testing) |
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
|
$
|
—
|
|
Cost of sales
|
(2.8
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
||||
Other income (expense), net
|
10.6
|
|
|
1.7
|
|
|
24.6
|
|
|
(2.9
|
)
|
||||
Total
|
$
|
11.5
|
|
|
$
|
1.7
|
|
|
$
|
25.2
|
|
|
$
|
(2.9
|
)
|
Location of Gain (Loss) Recognized in Income
|
Gain (Loss) Recognized in Income on Derivatives
(Instruments Not Designated as Hedging Instruments)
|
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Cost of sales
|
0.1
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Other income (expense), net
|
(5.6
|
)
|
|
1.1
|
|
|
26.6
|
|
|
(1.4
|
)
|
||||
Total
|
$
|
(4.8
|
)
|
|
$
|
1.1
|
|
|
$
|
26.9
|
|
|
$
|
(1.4
|
)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(In millions)
|
Gross Amount Recognized
|
|
Gross Amounts Not Offset Permitted Under Master Netting Agreements
|
|
Net Amount
|
|
Gross Amount Recognized
|
|
Gross Amounts Not Offset Permitted Under Master Netting Agreements
|
|
Net Amount
|
||||||||||||
Derivative assets
|
$
|
210.0
|
|
|
$
|
(33.3
|
)
|
|
$
|
176.7
|
|
|
$
|
238.0
|
|
|
$
|
(57.9
|
)
|
|
$
|
180.1
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(In millions)
|
Gross Amount Recognized
|
|
Gross Amounts Not Offset Permitted Under Master Netting Agreements
|
|
Net Amount
|
|
Gross Amount Recognized
|
|
Gross Amounts Not Offset Permitted Under Master Netting Agreements
|
|
Net Amount
|
||||||||||||
Derivative liabilities
|
$
|
166.0
|
|
|
$
|
(33.3
|
)
|
|
$
|
132.7
|
|
|
$
|
410.7
|
|
|
$
|
(57.9
|
)
|
|
$
|
352.8
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Nonqualified Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Traded securities
(1)
|
$
|
27.5
|
|
|
$
|
27.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market fund
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stable value fund
(2)
|
0.8
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Available-for-sale securities
|
24.6
|
|
|
24.6
|
|
|
—
|
|
|
—
|
|
|
27.9
|
|
|
27.9
|
|
|
—
|
|
|
—
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Synthetic bonds - call option premium
|
47.3
|
|
|
—
|
|
|
47.3
|
|
|
—
|
|
|
180.1
|
|
|
—
|
|
|
180.1
|
|
|
—
|
|
||||||||
Foreign exchange contracts
|
162.7
|
|
|
—
|
|
|
162.7
|
|
|
—
|
|
|
57.9
|
|
|
—
|
|
|
57.9
|
|
|
—
|
|
||||||||
Total assets
|
$
|
264.8
|
|
|
$
|
52.1
|
|
|
$
|
211.9
|
|
|
$
|
—
|
|
|
$
|
265.9
|
|
|
$
|
27.9
|
|
|
$
|
238.0
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Redeemable financial liability
|
$
|
301.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
301.1
|
|
|
$
|
174.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174.8
|
|
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Synthetic bonds - embedded derivatives
|
47.3
|
|
|
—
|
|
|
47.3
|
|
|
—
|
|
|
180.1
|
|
|
—
|
|
|
180.1
|
|
|
—
|
|
||||||||
Foreign exchange contracts
|
118.7
|
|
|
—
|
|
|
118.7
|
|
|
—
|
|
|
230.6
|
|
|
—
|
|
|
230.6
|
|
|
—
|
|
||||||||
Total liabilities
|
$
|
467.1
|
|
|
$
|
—
|
|
|
$
|
166.0
|
|
|
$
|
301.1
|
|
|
$
|
585.5
|
|
|
$
|
—
|
|
|
$
|
410.7
|
|
|
$
|
174.8
|
|
(1)
|
Includes equity securities, fixed income and other investments measured at fair value.
|
(2)
|
Certain investments that are measured at fair value using net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
|
(In millions)
|
|
Nine Months Ended
September 30, 2017
|
||
Balance at beginning of period
|
|
$
|
174.8
|
|
Less: Gains (losses) recognized in profit and loss statement
|
|
(202.9
|
)
|
|
Less: Settlements
|
|
76.6
|
|
|
Balance at end of period
|
|
$
|
301.1
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Carrying Amount
(1)
|
|
Fair Value
(2)
|
|
Carrying Amount
(1)
|
|
Fair Value
(2)
|
||||||||
Synthetic bonds due 2021
|
$
|
490.9
|
|
|
$
|
619.4
|
|
|
$
|
428.0
|
|
|
$
|
663.2
|
|
2.00% Senior Notes due 2017
|
300.0
|
|
|
300.0
|
|
|
—
|
|
|
—
|
|
||||
3.45% Senior Notes due 2022
|
500.0
|
|
|
501.5
|
|
|
—
|
|
|
—
|
|
||||
5.00% Notes due 2020
|
236.3
|
|
|
263.7
|
|
|
209.7
|
|
|
237.7
|
|
||||
3.40% Notes due 2022
|
177.9
|
|
|
194.5
|
|
|
158.0
|
|
|
177.6
|
|
||||
3.15% Notes due 2023
|
153.3
|
|
|
165.1
|
|
|
136.1
|
|
|
152.0
|
|
||||
3.15% Notes due 2023
|
148.1
|
|
|
160.5
|
|
|
131.4
|
|
|
142.5
|
|
||||
4.00% Notes due 2027
|
88.9
|
|
|
98.6
|
|
|
79.0
|
|
|
89.5
|
|
||||
4.00% Notes due 2032
|
114.1
|
|
|
135.1
|
|
|
101.2
|
|
|
122.9
|
|
||||
3.75% Notes due 2033
|
114.8
|
|
|
121.9
|
|
|
101.8
|
|
|
103.4
|
|
(1)
|
Carrying amounts are shown net of unamortized debt discounts and premiums and unamortized debt issuance costs.
|
(2)
|
Fair values are based on Level 1 quoted market rates, except for the 4.00% Notes due 2027 which is based on Level 2, quoted market rates on similar liabilities with an appropriate credit spread applied.
|
•
|
Subsea
—
manufactures and designs products and systems, performs engineering, procurement and project management and provides services used by oil and gas companies involved in deepwater exploration and production of crude oil and natural gas.
|
•
|
Onshore/Offshore
—
designs and builds onshore facilities related to the production, treatment and transportation of oil and gas; and designs, manufactures and installs fixed and floating platforms for the production and processing of oil and gas reserves for companies in the oil and gas industry.
|
•
|
Surface Technologies
—
designs and manufactures systems and provides services used by oil and gas companies involved in land and offshore exploration and production of crude oil and natural gas; designs, manufactures and supplies technologically advanced high pressure valves and fittings for oilfield service companies; and also provides flowback and well testing services for exploration companies in the oil and gas industry.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment revenue
|
|
|
|
|
|
|
|
||||||||
Subsea
|
$
|
1,478.2
|
|
|
$
|
1,560.3
|
|
|
$
|
4,585.2
|
|
|
$
|
4,624.7
|
|
Onshore/Offshore
|
2,308.1
|
|
|
815.4
|
|
|
5,885.0
|
|
|
2,527.2
|
|
||||
Surface Technologies
|
353.9
|
|
|
—
|
|
|
902.3
|
|
|
—
|
|
||||
Other revenue
and intercompany eliminations
|
0.7
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
||||
Total revenue
|
$
|
4,140.9
|
|
|
$
|
2,375.7
|
|
|
$
|
11,373.9
|
|
|
$
|
7,151.9
|
|
Income before income taxes:
|
|
|
|
|
|
|
|
||||||||
Segment operating profit (loss)
:
|
|
|
|
|
|
|
|
||||||||
Subsea
|
$
|
102.8
|
|
|
$
|
282.0
|
|
|
$
|
393.1
|
|
|
$
|
669.9
|
|
Onshore/Offshore
|
206.4
|
|
|
70.9
|
|
|
553.7
|
|
|
139.8
|
|
||||
Surface Technologies
|
49.0
|
|
|
—
|
|
|
29.4
|
|
|
—
|
|
||||
Total segment operating profit
|
358.2
|
|
|
352.9
|
|
|
976.2
|
|
|
809.7
|
|
||||
Corporate items:
|
|
|
|
|
|
|
|
||||||||
Corporate expense
(1)
|
(42.3
|
)
|
|
51.7
|
|
|
(224.3
|
)
|
|
(108.4
|
)
|
||||
Net interest expense
|
(86.3
|
)
|
|
(0.4
|
)
|
|
(240.5
|
)
|
|
(21.4
|
)
|
||||
Total corporate items
|
(128.6
|
)
|
|
51.3
|
|
|
(464.8
|
)
|
|
(129.8
|
)
|
||||
Income before income taxes
(2)
|
$
|
229.6
|
|
|
$
|
404.2
|
|
|
$
|
511.4
|
|
|
$
|
679.9
|
|
(1)
|
Corporate expense primarily includes corporate staff expenses, stock-based compensation expenses, other employee benefits, certain foreign exchange gains and losses, and merger-related transaction expenses.
|
(2)
|
Includes amounts attributable to noncontrolling interests.
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Segment assets:
|
|
|
|
||||
Subsea
|
$
|
13,757.6
|
|
|
$
|
7,823.1
|
|
Onshore/Offshore
|
5,114.5
|
|
|
3,229.3
|
|
||
Surface Technologies
|
2,413.6
|
|
|
—
|
|
||
Intercompany eliminations
|
(17.0
|
)
|
|
—
|
|
||
Total segment assets
|
21,268.7
|
|
|
11,052.4
|
|
||
Corporate
(1)
|
8,359.5
|
|
|
7,637.3
|
|
||
Total assets
|
$
|
29,628.2
|
|
|
$
|
18,689.7
|
|
(1)
|
Corporate includes cash, LIFO adjustments, deferred income tax balances, property, plant and equipment not associated with a specific segment, pension assets and the fair value of derivative financial instruments.
|
|
Three Months Ended September 30,
|
|
Change
(2017 vs. 2016 Pro Forma)
|
||||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma**
|
|
2016
|
|
$
|
|
%
|
||||||||
Revenue
|
$
|
4,140.9
|
|
|
$
|
5,038.2
|
|
|
$
|
2,375.7
|
|
|
(897.3
|
)
|
|
(17.8
|
)
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
3,468.2
|
|
|
4,294.7
|
|
|
1,931.0
|
|
|
(826.5
|
)
|
|
(19.2
|
)
|
|||
Selling, general and administrative expense
|
284.4
|
|
|
282.8
|
|
|
143.0
|
|
|
1.6
|
|
|
0.6
|
|
|||
Research and development expense
|
51.1
|
|
|
45.3
|
|
|
22.0
|
|
|
5.8
|
|
|
12.8
|
|
|||
Impairment, restructuring and other expense
|
59.4
|
|
|
34.0
|
|
|
10.2
|
|
|
25.4
|
|
|
74.7
|
|
|||
Merger transaction and integration costs
|
9.2
|
|
|
44.6
|
|
|
14.0
|
|
|
(35.4
|
)
|
|
(79.4
|
)
|
|||
Total costs and expenses
|
3,872.3
|
|
|
4,701.4
|
|
|
2,120.2
|
|
|
(829.1
|
)
|
|
(17.6
|
)
|
|||
Other income (expense), net
|
30.0
|
|
|
81.0
|
|
|
81.7
|
|
|
(51.0
|
)
|
|
(63.0
|
)
|
|||
Net interest expense
|
(86.3
|
)
|
|
(13.9
|
)
|
|
(0.4
|
)
|
|
(72.4
|
)
|
|
*
|
|
|||
Income from equity affiliates
|
17.3
|
|
|
46.5
|
|
|
67.4
|
|
|
(29.2
|
)
|
|
(62.8
|
)
|
|||
Income before income taxes
|
229.6
|
|
|
450.4
|
|
|
404.2
|
|
|
(220.8
|
)
|
|
(49.0
|
)
|
|||
Provision for income taxes
|
111.7
|
|
|
110.4
|
|
|
102.5
|
|
|
1.3
|
|
|
1.2
|
|
|||
Income from continuing operations
|
117.9
|
|
|
340.0
|
|
|
301.7
|
|
|
(222.1
|
)
|
|
(65.3
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
|
14.0
|
|
|
*
|
|
|||
Net income
|
117.9
|
|
|
326.0
|
|
|
301.7
|
|
|
(208.1
|
)
|
|
(63.8
|
)
|
|||
Net loss attributable to noncontrolling interests
|
3.1
|
|
|
1.0
|
|
|
0.7
|
|
|
2.1
|
|
|
*
|
|
|||
Net income attributable to TechnipFMC plc
|
$
|
121.0
|
|
|
$
|
327.0
|
|
|
$
|
302.4
|
|
|
(206.0
|
)
|
|
(63.0
|
)
|
*
|
Not meaningful
|
**
|
Refer to “Pro Forma Results of Operations” above for further information related to the presentation of and transactions included in pro forma results for the three months ended September 30, 2016.
|
|
Nine Months Ended September 30,
|
|
Change
(2017 vs. 2016 Pro Forma)
|
|||||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma**
|
|
2016
|
|
$
|
|
%
|
|||||||||
Revenue
|
$
|
11,373.9
|
|
|
$
|
14,689.1
|
|
|
$
|
7,151.9
|
|
|
$
|
(3,315.2
|
)
|
|
(22.6
|
)
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of sales
|
9,610.5
|
|
|
12,648.4
|
|
|
5,863.7
|
|
|
(3,037.9
|
)
|
|
(24.0
|
)
|
||||
Selling, general and administrative expense
|
806.5
|
|
|
934.9
|
|
|
434.0
|
|
|
(128.4
|
)
|
|
(13.7
|
)
|
||||
Research and development expense
|
143.6
|
|
|
157.3
|
|
|
67.8
|
|
|
(13.7
|
)
|
|
(8.7
|
)
|
||||
Impairment, restructuring and other expense
|
56.8
|
|
|
185.1
|
|
|
109.7
|
|
|
(128.3
|
)
|
|
(69.3
|
)
|
||||
Merger transaction and integration costs
|
87.2
|
|
|
61.3
|
|
|
30.7
|
|
|
25.9
|
|
|
42.3
|
|
||||
Total costs and expenses
|
10,704.6
|
|
|
13,987.0
|
|
|
6,505.9
|
|
|
(3,282.4
|
)
|
|
(23.5
|
)
|
||||
Other income (expense), net
|
43.2
|
|
|
(28.8
|
)
|
|
(17.5
|
)
|
|
72.0
|
|
|
*
|
|
||||
Net interest expense
|
(240.5
|
)
|
|
(14.5
|
)
|
|
(21.4
|
)
|
|
(226.0
|
)
|
|
*
|
|
||||
Income from equity affiliates
|
39.4
|
|
|
28.9
|
|
|
72.8
|
|
|
10.5
|
|
|
36.3
|
|
||||
Income from continuing operations before income taxes
|
511.4
|
|
|
687.7
|
|
|
679.9
|
|
|
(176.3
|
)
|
|
(25.6
|
)
|
||||
Provision for income taxes
|
249.7
|
|
|
196.3
|
|
|
153.8
|
|
|
53.4
|
|
|
27.2
|
|
||||
Income from continuing operations
|
261.7
|
|
|
491.4
|
|
|
526.1
|
|
|
(229.7
|
)
|
|
(46.7
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
|
14.0
|
|
|
*
|
|
||||
Net income
|
261.7
|
|
|
477.4
|
|
|
526.1
|
|
|
(215.7
|
)
|
|
(45.2
|
)
|
||||
Net loss attributable to noncontrolling interests
|
5.5
|
|
|
1.4
|
|
|
1.0
|
|
|
4.1
|
|
|
*
|
|
||||
Net income attributable to TechnipFMC plc
|
$
|
267.2
|
|
|
$
|
478.8
|
|
|
$
|
527.1
|
|
|
$
|
(211.6
|
)
|
|
(44.2
|
)
|
*
|
Not meaningful
|
**
|
Refer to “Pro Forma Results of Operations” above for further information related to the presentation of and transactions included in pro forma results for the nine months ended September 30, 2016.
|
|
Three Months Ended September 30,
|
|
Favorable/(Unfavorable) (2017 vs. 2016 Pro Forma)
|
||||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma
|
|
2016
|
|
$
|
|
%
|
||||||||
Revenue
|
$
|
1,478.2
|
|
|
$
|
2,346.6
|
|
|
$
|
1,560.3
|
|
|
(868.4
|
)
|
|
(37.0
|
)
|
Operating profit
|
$
|
102.8
|
|
|
$
|
357.7
|
|
|
$
|
282.0
|
|
|
(254.9
|
)
|
|
(71.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit as a percentage of revenue
|
7.0
|
%
|
|
15.2
|
%
|
|
18.1
|
%
|
|
|
|
(8.2
|
) pts.
|
|
Three Months Ended September 30,
|
|
Favorable/(Unfavorable) (2017 vs. 2016 Pro Forma)
|
||||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma
|
|
2016
|
|
$
|
|
%
|
||||||||
Revenue
|
$
|
2,308.1
|
|
|
$
|
2,398.8
|
|
|
$
|
815.4
|
|
|
(90.7
|
)
|
|
(3.8
|
)
|
Operating profit
|
$
|
206.4
|
|
|
$
|
118.6
|
|
|
$
|
70.9
|
|
|
87.8
|
|
|
74.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit as a percentage of revenue
|
8.9
|
%
|
|
4.9
|
%
|
|
8.7
|
%
|
|
|
|
4.0
|
pts.
|
|
Three Months Ended September 30,
|
|
Favorable/(Unfavorable) (2017 vs. 2016 Pro Forma)
|
|||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
353.9
|
|
|
$
|
295.2
|
|
|
$
|
—
|
|
|
58.7
|
|
|
19.9
|
Operating profit (loss)
|
$
|
49.0
|
|
|
$
|
(17.4
|
)
|
|
$
|
—
|
|
|
66.4
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating profit (loss) as a percentage of revenue
|
13.8
|
%
|
|
(5.9
|
)%
|
|
|
|
|
|
|
19.7
|
*
|
Not meaningful
|
|
Three Months Ended September 30,
|
|
Favorable/(Unfavorable) (2017 vs. 2016 Pro Forma)
|
|||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma
|
|
2016
|
|
$
|
|
%
|
|||||||
Corporate expense
|
$
|
(42.3
|
)
|
|
$
|
5.4
|
|
|
$
|
51.7
|
|
|
(47.7
|
)
|
|
*
|
*
|
Not meaningful
|
|
Nine Months Ended September 30,
|
|
Favorable/(Unfavorable) (2017 vs. 2016 Pro Forma)
|
||||||||||||||
(In millions, except %)
|
2017
(1)
|
|
2016
Pro Forma
|
|
2016
|
|
$
|
|
%
|
||||||||
Revenue
|
$
|
4,585.2
|
|
|
$
|
7,126.4
|
|
|
$
|
4,624.7
|
|
|
(2,541.2
|
)
|
|
(35.7
|
)
|
Operating profit
|
$
|
393.1
|
|
|
$
|
836.3
|
|
|
$
|
669.9
|
|
|
(443.2
|
)
|
|
(53.0
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit as a percent of revenue
|
8.6
|
%
|
|
11.7
|
%
|
|
14.5
|
%
|
|
|
|
(3.1
|
) pts.
|
(1)
|
Due to the Merger, there were 8.5 months included in the first nine months of 2017 for legacy FMC Technologies, compared with nine months in 2016. Refer to Note 2 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
|
|
Nine Months Ended September 30,
|
|
Favorable/(Unfavorable) (2017 vs. 2016 Pro Forma)
|
||||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma
|
|
2016
|
|
$
|
|
%
|
||||||||
Revenue
|
$
|
5,885.0
|
|
|
$
|
6,629.1
|
|
|
$
|
2,527.2
|
|
|
(744.1
|
)
|
|
(11.2
|
)
|
Operating profit
|
$
|
553.7
|
|
|
$
|
239.5
|
|
|
$
|
139.8
|
|
|
314.2
|
|
|
131.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit as a percent of revenue
|
9.4
|
%
|
|
3.6
|
%
|
|
5.5
|
%
|
|
|
|
5.8
|
pts.
|
|
Nine Months Ended September 30,
|
|
Favorable/(Unfavorable) (2017 vs. 2016 Pro Forma)
|
||||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma
|
|
2016
|
|
$
|
|
%
|
||||||||
Revenue
|
$
|
902.3
|
|
|
$
|
948.6
|
|
|
$
|
—
|
|
|
(46.3
|
)
|
|
(4.9
|
)
|
Operating profit (loss)
|
$
|
29.4
|
|
|
$
|
(116.7
|
)
|
|
$
|
—
|
|
|
146.1
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit (loss) as a percent of revenue
|
3.3
|
%
|
|
(12.3
|
)%
|
|
|
|
|
|
15.6
|
pts.
|
*
|
Not meaningful
|
|
Nine Months Ended September 30,
|
|
Favorable/(Unfavorable) (2017 vs. 2016 Pro Forma)
|
|||||||||||||
(In millions, except %)
|
2017
|
|
2016
Pro Forma
|
|
2016
|
|
$
|
|
%
|
|||||||
Corporate expense
|
$
|
(224.3
|
)
|
|
$
|
(256.9
|
)
|
|
$
|
(108.4
|
)
|
|
32.6
|
|
|
*
|
*
|
Not meaningful
|
|
Inbound Orders
|
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Subsea
|
$
|
979.8
|
|
|
$
|
550.8
|
|
|
$
|
3,418.8
|
|
|
$
|
1,881.3
|
|
Onshore/Offshore
|
1,153.0
|
|
|
1,155.6
|
|
|
2,938.7
|
|
|
2,497.6
|
|
||||
Surface Technologies
|
329.1
|
|
|
—
|
|
|
846.9
|
|
|
—
|
|
||||
Total inbound orders
|
$
|
2,461.9
|
|
|
$
|
1,706.4
|
|
|
$
|
7,204.4
|
|
|
$
|
4,378.9
|
|
|
Order Backlog
|
||||||||||
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
|
September 30, 2016
|
||||||
Subsea
|
$
|
5,948.9
|
|
|
$
|
4,909.0
|
|
|
$
|
5,662.9
|
|
Onshore/Offshore
|
7,559.3
|
|
|
11,834.9
|
|
|
8,035.9
|
|
|||
Surface Technologies
|
394.2
|
|
|
—
|
|
|
—
|
|
|||
Total order backlog
|
$
|
13,902.4
|
|
|
$
|
16,743.9
|
|
|
$
|
13,698.8
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
6,896.1
|
|
|
$
|
6,269.3
|
|
Less: Short-term debt and current portion of long-term debt
|
473.2
|
|
|
683.6
|
|
||
Less: Long-term debt, less current portion
|
3,167.4
|
|
|
1,869.3
|
|
||
Net (debt) cash
|
$
|
3,255.5
|
|
|
$
|
3,716.4
|
|
(In millions)
Description
|
Amount
|
|
Debt
Outstanding
|
|
Commercial
Paper
Outstanding
(a)
|
|
Letters
of
Credit
|
|
Unused
Capacity
|
|
Maturity
|
||||||||||
Five-year revolving credit facility
|
$
|
2,500.0
|
|
|
$
|
—
|
|
|
$
|
839.8
|
|
|
$
|
—
|
|
|
$
|
1,660.2
|
|
|
January 2022
|
(a)
|
Under our commercial paper program, we have the ability to access up to $1.5 billion and €1.0 billion of financing through our commercial paper dealers. Our available capacity under our revolving credit facility is reduced by any outstanding commercial paper.
|
(In millions, except basis points)
|
Increase (Decrease) in 2016 Pension Expense Before Income Taxes
|
|
Increase (Decrease) in Projected Benefit Obligation at December 31, 2016
|
||||
50 basis point decrease in discount rate
|
$
|
0.3
|
|
|
$
|
29.4
|
|
50 basis point increase in discount rate
|
$
|
(0.2
|
)
|
|
$
|
(27.0
|
)
|
50 basis point decrease in expected long-term rate of return on plan assets
|
$
|
—
|
|
|
—
|
|
|
50 basis point increase in expected long-term rate of return on plan assets
|
$
|
—
|
|
|
—
|
|
•
|
demand for hydrocarbons, which is affected by worldwide population growth, economic growth rates and general economic and business conditions;
|
•
|
costs of exploring for, producing and delivering oil and natural gas;
|
•
|
political and economic uncertainty and socio-political unrest;
|
•
|
available excess production capacity within the Organization of Petroleum Exporting Countries (“OPEC”) and the level of oil production by non-OPEC countries;
|
•
|
oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
•
|
technological advances affecting energy consumption;
|
•
|
potential acceleration of the development of alternative fuels;
|
•
|
access to capital and credit markets, which may affect our customers’ activity levels and spending for our products and services; and
|
•
|
natural disasters.
|
•
|
unforeseen additional costs related to the purchase of substantial equipment necessary for contract fulfillment;
|
•
|
mechanical failure of our production equipment and machinery;
|
•
|
delays caused by local weather conditions and/or natural disasters (including earthquakes and floods); and
|
•
|
a failure of suppliers or subcontractors to perform their contractual obligations.
|
•
|
shortages of key equipment, materials or skilled labor;
|
•
|
unscheduled delays in the delivery or ordered materials and equipment;
|
•
|
issues regarding the design and engineering; and
|
•
|
shipyard delays and performance issues.
|
•
|
nationalization and expropriation;
|
•
|
potentially burdensome taxation;
|
•
|
inflationary and recessionary markets, including capital and equity markets;
|
•
|
civil unrest, labor issues, political instability, terrorist attacks, cyber-terrorism, military activity and wars;
|
•
|
supply disruptions in key oil producing countries;
|
•
|
the ability of OPEC to set and maintain production levels and pricing;
|
•
|
trade restrictions, trade protection measures or price controls;
|
•
|
foreign ownership restrictions;
|
•
|
import or export licensing requirements;
|
•
|
restrictions on operations, trade practices, trade partners and investment decisions resulting from domestic and foreign laws and regulations;
|
•
|
changes in, and the administration of, laws and regulations;
|
•
|
inability to repatriate income or capital;
|
•
|
reductions in the availability of qualified personnel;
|
•
|
foreign currency fluctuations or currency restrictions; and
|
•
|
fluctuations in the interest rate component of forward foreign currency rates.
|
•
|
make it more difficult for us to make payments on our debt;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, distributions and other general partnership purposes;
|
•
|
increase our vulnerability to adverse economic or industry conditions;
|
•
|
limit our ability to obtain additional financing to enable us to react to changes in our business; or
|
•
|
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
|
•
|
managing a significantly larger company;
|
•
|
coordinating geographically separate organizations;
|
•
|
the potential diversion of management focus and resources from other strategic opportunities and from operational matters;
|
•
|
aligning and executing our strategy;
|
•
|
retaining existing customers and attracting new customers;
|
•
|
maintaining employee morale and retaining key management and other employees;
|
•
|
integrating two unique business cultures, which may prove to be incompatible;
|
•
|
the possibility of faulty assumptions underlying expectations regarding the integration process;
|
•
|
consolidating corporate and administrative infrastructures and eliminating duplicative operations;
|
•
|
coordinating distribution and marketing efforts;
|
•
|
integrating IT, communications and other systems;
|
•
|
changes in applicable laws and regulations;
|
•
|
managing tax costs or inefficiencies associated with integrating our operations;
|
•
|
unforeseen expenses or delays associated with the merger; and
|
•
|
taking actions that may be required in connection with obtaining regulatory approvals.
|
Period
|
|
Total Number of
Shares
Purchased
(a)
|
|
Average Price
Paid per
Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number
of Shares That May
Yet Be Purchased
Under the Plans or
Programs
(b)
|
|||||
July 1, 2017—July 31, 2017
|
|
590
|
|
|
$
|
28.22
|
|
|
—
|
|
|
—
|
|
August 1, 2017—August 31, 2017
|
|
300
|
|
|
$
|
25.58
|
|
|
—
|
|
|
—
|
|
September 1, 2017—September 30, 2017
|
|
130,240
|
|
|
$
|
27.47
|
|
|
129,800
|
|
|
18,375,011
|
|
Total
|
|
131,130
|
|
|
|
|
129,800
|
|
|
18,375,011
|
|
(a)
|
Represents 129,800 shares of ordinary shares repurchased and canceled and 1,330 ordinary shares purchased and held in an employee benefit trust established for the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan. In addition to these shares purchased on the open market, we sold
7,730
shares of registered ordinary shares held in this trust, as directed by the beneficiaries during the three months ended
September 30, 2017.
|
(b)
|
In April 2017, we announced a repurchase plan approved by our Board of Directors authorizing up to $500 million to repurchase shares of our issued and outstanding ordinary shares through open market purchases. Following a court-approved reduction of our capital, we implemented our share repurchase program on September 25, 2017.
|
Exhibit No.
|
Exhibit Description
|
2.1
|
|
3.1
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
31.1
|
|
31.2
|
|
32.1*
|
|
32.2*
|
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Schema Document
|
101.CAL
|
XBRL Calculation Linkbase Document
|
101.DEF
|
XBRL Definition Linkbase Document
|
101.LAB
|
XBRL Label Linkbase Document
|
101.PRE
|
XBRL Presentation Linkbase Document
|
*
|
Furnished with this Form 10-Q
|
|
|
|
/s/ Maryann T. Mannen
|
|
|
Maryann T. Mannen
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and a Duly Authorized Officer)
|
|
|
By:
|
/s/ Mark J. Scott
|
|
/s/ Thierry Pilenko
|
|
Executive Vice President
|
|
Thierry Pilenko
|
|
|
|
|
|
|
|
August 9, 2017
|
|
|
|
Date
|
Goal/Weightings
|
Performance Measure
|
Minimum Performance
|
Target Performance
|
Maximum Performance
|
Return on Invested Capital
(“
ROIC
”)(50%)
|
Achievement of stated targets
|
0%
|
100%
|
200%
|
Total Shareholder Return
(“
TSR
”)(50%)
|
Ranking against a peer group of 15 companies
|
0%
|
100%
|
200%
|
Achieved Performance
|
Targets
|
Earned PSUs*
|
Below Threshold Performance
|
9%
|
0%
|
Threshold Performance
|
10%
|
50%
|
Target Performance
|
11%
|
100%
|
Maximum Performance or above
|
12%
|
200%
|
I.
|
GLOBAL PROVISIONS APPLICABLE TO PARTICIPANTS IN ALL COUNTRIES OTHER THAN THE UNITED STATES
|
II.
|
COUNTRY SPECIFIC PROVISIONS APPLICABLE TO PARTICIPANTS WHO PROVIDE SERVICES IN THE IDENTIFIED COUNTRIES
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TechnipFMC plc (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
/s/ DOUGLAS J. PFERDEHIRT
|
|
|
Douglas J. Pferdehirt
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TechnipFMC plc (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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/s/ MARYANN T. MANNEN
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Maryann T. Mannen
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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/s/ DOUGLAS J. PFERDEHIRT
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Douglas J. Pferdehirt
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ MARYANN T. MANNEN
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Maryann T. Mannen
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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