Obligation TechnipFMC Global 3.45% ( US87854XAD30 ) en USD

TechnipFMC Global

100 % ▼

Royaume-Uni

US87854XAD30 ( en USD )

3.45% par an ( paiement semestriel )

30/09/2022 - Obligation échue

Prospectus brochure de l'obligation TechnipFMC US87854XAD30 en USD 3.45%, échue

2 000 USD

459 764 000 USD

87854XAD3

BBB+ ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

TechnipFMC est une société internationale spécialisée dans les technologies et services pour l'industrie de l'énergie, couvrant l'exploration et la production d'hydrocarbures ainsi que la construction et l'exploitation d'infrastructures énergétiques.

Une émission obligataire de TechnipFMC, acteur mondial majeur dans les technologies et services pour l'industrie de l'énergie, a été identifiée sous le code ISIN US87854XAD30 et le code CUSIP 87854XAD3 ; cette obligation, émise depuis le Royaume-Uni et libellée en USD, affichait un taux d'intérêt de 3,45% avec une fréquence de paiement semestrielle et représentait une taille totale de l'émission de 459 764 000 USD, avec une taille minimale à l'achat de 2 000 USD ; arrivée à maturité le 30 septembre 2022, elle a été intégralement remboursée, ce qui est corroboré par son prix actuel sur le marché de 100%, et bénéficiait d'une notation de BBB+ par Standard & Poor's (S&P) ainsi que de Baa3 par Moody's.

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Filed pursuant to Rule 424(b)(3)
Registration No. 333-224117

Prospectus

TechnipFMC plc
Exchange Offer for
All of the outstanding restricted 3.45% Senior Notes Due 2022 Issued on March 29, 2017
For newly issued and registered 3.45% Senior Notes Due 2022
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus (the "Exchange Offer"), up to $459,764,000 in aggregate
principal amount of our new 3.45% Senior Notes due 2022, Series B (the "Exchange Notes"), which have been registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), for any and all of our outstanding restricted 3.45% Senior Notes due 2022, Series A (the "Outstanding Notes"), which we previously
issued in a private transaction that was not subject to the registration requirements of the Securities Act (the "Initial Offering"). We refer to the Exchange Notes and the
Outstanding Notes collectively as the "Notes."
We are conducting the Exchange Offer in order to provide you with an opportunity to exchange your Outstanding Notes for unrestricted notes that have been
registered under the Securities Act.
The principal features of the Exchange Offer are as follows:

· The terms of the Exchange Notes to be issued in the Exchange Offer are substantially identical to the Outstanding Notes, except that the transfer

restrictions, registration rights and the related special interest provisions relating to the Outstanding Notes will not apply to the Exchange Notes.

· You may withdraw your tender of Outstanding Notes at any time before the expiration of the Exchange Offer. We will exchange all of the Outstanding

Notes that are validly tendered and not withdrawn before the expiration time.

· Based on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), we believe that, subject to some exceptions, the Exchange

Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the
Securities Act, provided you are not an affiliate of ours.

· The Exchange Offer will expire at 5:00 p.m., New York City time, on May 22, 2018, unless extended.

· The exchange of Outstanding Notes will not be a taxable event for U.S. federal income tax purposes.

· The Exchange Notes will be of the same class as the Outstanding Notes and will be issued under the same base indenture as the Outstanding Notes. The

Exchange Notes will be exchanged for Outstanding Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

· We will not receive any proceeds from the Exchange Offer.

· The Exchange Notes are not currently listed on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market. We intend to list

the Exchange Notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market.
Except in very limited circumstances, current and future holders of Outstanding Notes who do not participate in the Exchange Offer will not be entitled to any
future registration rights, and will not be permitted to transfer their Outstanding Notes absent an available exemption from registration. Except in very limited
circumstances, upon completion of the Exchange Offer, we will have no further obligation to register, and currently do not anticipate that we will register, any
remaining Outstanding Notes under the Securities Act.

For a discussion of certain factors that you should consider before participating in the Exchange Offer, see "Risk Factors" beginning on page 13 of
this prospectus.
Neither the SEC nor any state securities commission has approved the Exchange Notes to be distributed in the Exchange Offer, nor have any of these
organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

April 24, 2018
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TABLE OF CONTENTS

IMPORTANT INFORMATION
1
INDUSTRY AND MARKET DATA
1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
2
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
2
WHERE YOU CAN FIND MORE INFORMATION
3
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
4
SUMMARY
5
SUMMARY OF THE EXCHANGE OFFER
7
THE EXCHANGE NOTES
10
RISK FACTORS
13
THE EXCHANGE OFFER
18
USE OF PROCEEDS
24
RATIO OF EARNINGS TO FIXED CHARGES
25
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION FOR TECHNIPFMC
26
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR FMC TECHNOLOGIES
27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
TECHNIPFMC
28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FMC
TECHNOLOGIES
29
BUSINESS
47
BOARD OF DIRECTORS AND MANAGEMENT
48
COMPENSATION DISCUSSION AND ANALYSIS
58
NON-EXECUTIVE DIRECTOR COMPENSATION
93
TRANSACTIONS WITH RELATED PERSONS
96
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
97
DESCRIPTION OF OTHER INDEBTEDNESS
99
DESCRIPTION OF THE EXCHANGE NOTES
100
BOOK-ENTRY; DELIVERY AND FORM
114
JURISDICTIONAL RESTRICTIONS
117
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
118
CERTAIN UNITED KINGDOM TAX CONSEQUENCES
119
CERTAIN ERISA CONSIDERATIONS
121
PLAN OF DISTRIBUTION
124
LEGAL MATTERS
124
EXPERTS
124
IMPORTANT INFORMATION
You should rely only on the information contained in this prospectus. The prospectus may be used only for the purposes for which it has been
published. We have not authorized any other person to provide any information not contained herein. If you receive any other information, you should not
rely on it. We are not making an offer to exchange these securities in any state where the offer is not permitted.
None of TechnipFMC, the exchange agent or any of their respective affiliates makes any recommendation as to whether or not holders of
Outstanding Notes should exchange their Outstanding Notes for Exchange Notes in the Exchange Offer.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this
prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
In this prospectus, except as otherwise indicated, references to "TechnipFMC," the "Company," "we," "us" and "our" refer to TechnipFMC plc and
its consolidated subsidiaries, "FMCTI" and "FMC Technologies" refer to FMC Technologies, Inc. and its consolidated subsidiaries and "Technip" refers to
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Technip S.A. and its consolidated subsidiaries. All references in this prospectus to the "Predecessor" refer to Technip for all periods prior to the business
combination of FMCTI and Technip on January 16, 2017 (the "Business Combination") and all references to the "Successor" refer to TechnipFMC for all
periods after the Business Combination.

We have filed with the SEC a registration statement on Form S-4 with respect to the securities being offered by this prospectus. This
prospectus does not contain all of the information contained in the registration statement, including the exhibits and schedules. You should refer
to the registration statement, including the exhibits and schedules, for further information about us and the securities being offered by this
prospectus. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such
statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those
statements are qualified in all respects by reference to those exhibits. You can inspect and copy these materials at the Public Reference Room of
the SEC or on the SEC's web site at http://www.sec.gov. Please see "Where You Can Find More Information." We will also provide you without
charge, upon written or oral request, a copy of any and all of these documents. We must receive your request no later than five days before the
expiration date of the Exchange Offer so you can obtain timely delivery. Requests for copies should be directed to: TechnipFMC,
[email protected]; Attention: Investor Relations (telephone +1 281 260 3665).

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Notes received in exchange for Outstanding Notes where the Outstanding Notes were acquired by
such broker-dealer as a result of market-making activities or other trading activities.
INDUSTRY AND MARKET DATA
This prospectus includes industry data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained
from industry publications and other information available to us. Some data is also based on our good faith estimates, which are derived from
management's knowledge of the industry and independent sources.

1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this prospectus, references to "Euro" and "" are to the single currency adopted by participating member states of the European Union relating to
Economic and Monetary Union; references to "$," "US$" and "U.S. Dollars" are to the lawful currency of the United States of America; and references to
"Pound Sterling" and "£" are to the lawful currency of the United Kingdom.
Historical Financial Information
Following the Business Combination, Technip is considered to be our Predecessor under applicable SEC rules and regulations.
The historical financial information presented and/or incorporated by reference in this prospectus includes:

· audited consolidated financial statements of TechnipFMC plc as of and for the year ended December 31, 2017;

· audited consolidated financial statements of TechnipFMC plc (formerly Technip S.A.) as of and for the years ended December 31, 2016 and

2015; and

· audited consolidated financial statements of FMC Technologies, Inc. as of and for the years ended December 31, 2016 and 2015.
The historical financial information for FMCTI and Technip have been prepared in accordance with the requirements of accounting principles
generally accepted in the United States of America ("U.S. GAAP").
Unless otherwise noted, all financial information for the Company, FMCTI and Technip provided in this prospectus is denominated in U.S. Dollars.

NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
This prospectus does not comprise a prospectus for the purposes of the Prospectus Directive (as defined below), as implemented in member states of
the European Economic Area. This prospectus has been prepared on the basis that all offers of the Exchange Notes will be made pursuant to an exemption
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under the Prospectus Directive from the requirement to publish a prospectus in connection with offers of the Exchange Notes. Accordingly, any person
making or intending to make any offer within the European Economic Area of the Exchange Notes that are the subject of the offering contemplated in this
prospectus should only do so in circumstances in which no obligation arises for us to produce a prospectus for such offer. For the purposes of this
provision, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended of the European Economic Area, including by Directive
2010/73/EU, and includes any relevant implementing measure in a member state.

2
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). We file
annual, quarterly and current reports and other information with the Securities and Exchange Commission, or the SEC. You can read and copy these
materials at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC's
public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains information TechnipFMC and FMCTI
have filed electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You may also inspect TechnipFMC's SEC reports
and other information at our website at http://www.TechnipFMC.com. We do not intend for information contained in or accessible through our website to
be part of this prospectus.
The SEC allows certain information to be "incorporated by reference" into this prospectus. The information incorporated by reference is deemed to
be part of this prospectus, except for any information superseded or modified by information contained directly in this document or in any document
subsequently filed by us that is also incorporated or deemed to be incorporated by reference. This prospectus incorporates by reference the documents set
forth below that TechnipFMC has filed with the SEC and any future filings by TechnipFMC under section 13(a), 13(c), 14 or 15(d) of the Exchange Act
from the date of this prospectus to the date that the Exchange Offer is consummated, except, in any such case, for any information therein that has been
furnished rather than filed, which will not be incorporated herein. Subsequent filings with the SEC will automatically modify and supersede information in
this document. These documents contain important information about TechnipFMC, Technip, FMCTI and their respective business and financial condition:

· TechnipFMC's annual report on Form 10-K for the year ended December 31, 2017; and

· TechnipFMC's current report on Form 8-K filed with the SEC on February 24, 2017, which includes (i) unaudited pro forma condensed
combined financial information of TechnipFMC plc as of and for the year ended December 31, 2016 and (ii) audited consolidated financial

statements of FMC Technologies, Inc. as of December 31, 2016 and 2015 and for the three-year period ended December 31, 2016 and
TechnipFMC's current report on Form 8-K filed with the SEC on January 3, 2018.

3
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and
Section 21E of the United States Securities Act of 1934, as amended (the "Exchange Act"). Forward-looking statements usually relate to future events and
anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the
words "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could," "may," "estimate," "outlook" and similar expressions,
including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking
statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect
on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future
developments affecting us will be those that we anticipate.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that
could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could
cause actual results to differ materially from those contemplated in the forward-looking statements include those set forth in the sections entitled "Risk
Factors" herein and in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on April 2, 2018
(incorporated by reference herein). We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof.
We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new
information, future events or otherwise, except to the extent required by law.

4
SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you
should consider in making your investment decision. You should read the following summary together with the entire prospectus, including the more
detailed information regarding our Company, the Exchange Notes and the consolidated financial statements and the related notes incorporated by
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reference into this prospectus. You should also carefully consider, among other things, the matters discussed in the section entitled "Risk Factors" in
this prospectus before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See
"Cautionary Statement Concerning Forward-Looking Statements." Except as otherwise indicated or unless the context otherwise requires, the term
"Notes" refers collectively to the Outstanding Notes and the Exchange Notes.
Overview
TechnipFMC is a global leader in subsea, onshore/offshore, and surface projects. With our proprietary technologies and production systems,
integrated expertise, and comprehensive solutions, we are transforming our clients' project economics. We are uniquely positioned to deliver greater
efficiency across project lifecycles from concept to project delivery and beyond. Through innovative technologies and improved efficiencies, our
offering unlocks new possibilities for our clients in developing their oil and gas resources.
Each of our more than 37,000 employees is driven by a steady commitment to clients and a culture of purposeful innovation, challenging
industry conventions, and rethinking how the best results are achieved.
Our integrated offerings range from individual products and services to fully integrated solutions with a single interface to ensure seamless
execution. By bringing together complementary skills and innovative technologies, we can boost efficiency, lower costs, and accelerate schedules. We
provide expertise across three distinct segments: subsea, onshore/ offshore, and surface projects.
We have invested heavily in developing proprietary technologies, production systems and integrated expertise. This puts us in a unique position
to deliver greater efficiency across project life cycles from concept through to delivery and beyond.
Our business is based on a strong culture of innovation and of challenging industry conventions, constantly rethinking and reworking how best
results can be achieved. Our new Global Integrated Research and Development Center will be located in France and will grow as we continue to drive
innovation and technology.
We will continue to challenge convention, integrate for impact and drive for client success. That will lead to fresh thinking, streamlined
decisions and smarter results. And to achieving our vision of enhancing the performance of the world's energy industry.
TechnipFMC was formed in January 2017 as a result of the merger of two of the leading global companies in the sector, Technip and FMC
Technologies. This created a new entity with total pro forma revenues of $14 billion in 2016. TechnipFMC is headquartered in London, United
Kingdom. We have further operational headquarters in Paris, France, where our Executive Chairman, Thierry Pilenko, has his principal office, and in
Houston, Texas, United States, where our Chief Executive Officer, Douglas J. Pferdehirt, is based.
Business Combination
On January 16, 2017, the Company consummated a business combination transaction that consolidated the legacy businesses of FMC
Technologies and Technip under a new corporate parent, TechnipFMC. In connection

5
with the business combination transaction, Technip merged with and into TechnipFMC, with TechnipFMC continuing as the surviving company (the
"Technip Merger"), and, immediately following the Technip Merger, a wholly owned indirect subsidiary of TechnipFMC ("Merger Sub") merged
with and into FMC Technologies, with FMC Technologies continuing as the surviving company and as a wholly owned indirect subsidiary of
TechnipFMC (the "FMCTI Merger" and together with the Technip Merger, the "Mergers").
TechnipFMC is a public limited company incorporated under the laws of England and Wales with its ordinary shares ("TechnipFMC Shares")
traded on the New York Stock Exchange ("NYSE") and the regulated market of Euronext Paris ("Euronext Paris"), in each case under the symbol
"FTI." TechnipFMC began operations in January 2017 after completing the Mergers.
Original Exchange Offer
On March 29, 2017, TechnipFMC issued $215,398,000 in aggregate principal amount of the outstanding restricted 2.0% Senior Notes due 2017,
Series A, and $459,764,000 in aggregate principal amount of the Outstanding Notes pursuant to exchange offers and consents solicitations (the
"Original Exchange Offer") for any and all (i) 2.00% Senior Notes due October 1, 2017 (the "FMCTI 2017 Notes") issued by FMC Technologies and
(ii) 3.45% Senior Notes due October 1, 2022 (the "FMCTI 2022 Notes") issued by FMC Technologies, respectively. The FMCTI 2017 Notes and the
FMCTI 2022 Notes are referred to herein collectively as the "FMCTI Notes."
In connection with the issuance of the FMCTI Notes, TechnipFMC entered into a registration rights agreement (the "Registration Rights
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Agreement"), by and between TechnipFMC, as issuer, and each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities,
LLC, as dealer managers. Under the Registration Rights Agreement, TechnipFMC agreed to, among other things, file an exchange offer registration
statement with the SEC with respect to the Exchange Notes and, subject to certain limitations, consummate the Exchange Offer contemplated hereby.
The FMCTI 2017 Notes matured on October 1, 2017 and are not subject to this Exchange Offer.

6
SUMMARY OF THE EXCHANGE OFFER
The following is a brief summary of certain terms of the Exchange Offer. It may not contain all the information that is important to you. For
additional information regarding the Exchange Offer and the Exchange Notes, see "The Exchange Offer" and "Description of the Exchange Notes."

Exchange Offer
We are offering to exchange up to $459,764,000 aggregate principal amount of newly issued
and registered 3.45% Senior Notes due 2022, which we refer to as the "Exchange Notes," for
an equal principal amount of our outstanding 3.45% Senior Notes due 2022, which we refer
to as the "Outstanding Notes." The terms of the Exchange Notes are identical to those of the
Outstanding Notes in all material respects, except that the transfer restrictions, registration
rights and related special interest provisions applicable to the Outstanding Notes will not
apply to the Exchange Notes. The Exchange Notes will be of the same class as the
Outstanding Notes. Holders of Outstanding Notes do not have any appraisal or dissenters'
rights in connection with the Exchange Offer.

Purpose of the Exchange Offer
The Exchange Notes are being offered to satisfy our obligations under the registration rights
agreement entered into at the time we issued the Outstanding Notes. Subject to limited
exceptions, after the Exchange Offer is complete, you will not have any further rights under
the registration rights agreement, including any right to require us to register any of the
Outstanding Notes that you do not exchange or to pay you the additional interest we agreed
to pay to holders of Outstanding Notes if we failed to timely complete the Exchange Offer.

Required Representations
By tendering your Outstanding Notes, you represent that:

(i)
the Exchange Notes or book-entry interests therein to be acquired by you and any
beneficial owner(s) of such Outstanding Notes or interests therein ("Beneficial

Owner(s)") in connection with the Exchange Offer are being acquired by you and any
Beneficial Owner(s) in the ordinary course of business for you and any Beneficial
Owner(s);

(ii)
you and each Beneficial Owner are not engaging, do not intend to engage, and have no

arrangement or understanding with any person to participate, in the distribution of the
Exchange Notes;

(iii) you and each Beneficial Owner acknowledge and agree that any person who is a
broker-dealer registered under Exchange Act, or is participating in the Exchange Offer
for the purpose of distributing the Exchange Notes must comply with the registration

and prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the Exchange Notes or interests therein acquired by
such person and cannot rely on the position of the Staff set forth in certain no-action
letters;

7
(iv) you and each Beneficial Owner understands that a secondary resale transaction
described in clause (v)(C) above and any resales of the Exchange Notes or interests
therein obtained by you in exchange for the Outstanding Notes or interests therein

originally acquired by you directly from the TechnipFMC should be covered by an
effective registration statement containing the selling security holder information
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required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC;

(v)
neither you nor any Beneficial Owner(s) is an "affiliate," as defined in Rule 405 under

the Securities Act, of TechnipFMC; and

(vi) in the event you are a broker-dealer (whether or not you are also an "affiliate") that
will receive Exchange Notes for your own account pursuant to the Exchange Offer, the
Outstanding Notes tendered in the Exchange Offer were acquired by you as a result of
market-making activities or other trading activities, and you acknowledge that you will

deliver a prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes; however, by so acknowledging and by delivering a
Prospectus, you will not be deemed to admit that you are an "underwriter" within the
meaning of the Securities Act.

Expiration Date; Withdrawal of Tenders; Return of
The Exchange Offer will expire at 5:00 p.m., New York City time, on May 22, 2018, or on a
Outstanding Notes Not Accepted for Exchange
later date and time to which we extend it in our sole discretion. We refer to such time and
date, if and as so extended, as the Expiration Date. Tenders of Outstanding Notes in the
Exchange Offer may be withdrawn at any time prior to the Expiration Date. We will
exchange the Exchange Notes for validly tendered Outstanding Notes promptly following the
Expiration Date. We refer to such date of exchange as the Exchange Date. Any Outstanding
Notes that are not accepted for exchange for any reason will be returned by us, at our
expense, to the tendering holder promptly after the expiration or termination of the Exchange
Offer.

Procedures for Tendering Outstanding Notes
Each holder of Outstanding Notes wishing to participate in the Exchange Offer must follow
procedures of the Automated Tender Offer Program ("ATOP") of the Depository Trust
Company ("DTC") subject to the terms and procedures of that program. The ATOP
procedures require that the exchange agent receive, prior to the Expiration Date, a computer-
generated message known as an "agent's message" that is transmitted through ATOP and
that DTC confirm that DTC has received instructions to exchange your Outstanding Notes.

See "The Exchange Offer--Procedures for Tendering."

8
Consequences of Failure to Exchange the Outstanding
You will continue to hold Outstanding Notes, which will remain subject to their existing
Notes
transfer restrictions, if you do not validly tender your Outstanding Notes or you tender your
Outstanding Notes and they are not accepted for exchange. With some very limited
exceptions, we will have no obligation to register the Outstanding Notes after we
consummate the Exchange Offer. See "The Exchange Offer--Terms of the Exchange Offer"
and "The Exchange Offer--Consequences of Failure to Exchange."

Conditions to the Exchange Offer
The Exchange Offer is not conditioned upon any minimum aggregate principal amount of
Outstanding Notes being tendered or accepted for exchange. The Exchange Offer is subject
to customary conditions, which may be waived by us in our discretion. We currently expect
that all of the conditions will be satisfied and that no waivers will be necessary. See "The
Exchange Offer--Conditions to the Exchange Offer."

Exchange Agent
U.S. Bank National Association

United States Federal Income Tax Considerations
Your exchange of an Outstanding Note for an Exchange Note will not constitute a taxable
exchange for U.S. federal income tax purposes, because the Exchange Notes will not be
considered to differ materially in kind or extent from the Outstanding Notes. See "Certain
U.S. Federal Income Tax Considerations."

Risk Factors
You should consider carefully the risk factors beginning on page 13 of this prospectus before
deciding whether to participate in the Exchange Offer.
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9
THE EXCHANGE NOTES
The following is a brief summary of the principal terms of the Exchange Notes. The terms of the Exchange Notes are identical in all material
respects to those of the Outstanding Notes except that the transfer restrictions, registration rights and related special interest provisions applicable to
the Outstanding Notes will not apply to the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations
and exceptions. For a more complete description of the terms of the Exchange Notes, see "Description of the Notes."

Issuer
TechnipFMC plc, a public limited company incorporated under the laws of England and
Wales.

Securities Offered
Up to $459,764,000 aggregate principal amount of 3.45% Senior Notes due 2022. The
Exchange Notes offered hereby will be of the same class as the Outstanding Notes.

Maturity Dates
The Exchange Notes will mature on October 1, 2022.

Interest Payment Dates
We will pay interest on the Exchange Notes on April 1 and October 1 of each year,
commencing October 1, 2018. Interest on the Exchange Notes will accrue from the last
interest payment date on which interest was paid or duly provided for with respect to the
Outstanding Notes.

Interest Rate
The Exchange Notes will bear interest at 3.45% per year.

Optional Redemption
At any time prior to July 1, 2022 (the date that is three months prior to the maturity date of
the Exchange Notes), we may redeem some or all of such notes at the redemption price equal
to 100% of the principal amount of the notes redeemed plus a make-whole premium, which
is further described in this prospectus.

At any time on or after July 1, 2022 (the date that is three months prior to the maturity date of

the Exchange Notes) we may redeem some or all of the Exchange Notes at the redemption
price equal to 100% of the principal amount of the Exchange Notes redeemed.

In each case, we will also pay accrued and unpaid interest, if any, to, but excluding, the

redemption date.

See "Description of the Exchange Notes--Optional Redemption."

Optional Tax Redemption
In the event of certain developments affecting taxation or certain other circumstances, we
may redeem the Exchange Notes in whole, but not in part, at any time, at a redemption price
of 100% of the principal amount, plus accrued and unpaid interest, if any, and Additional
Amounts (as defined in "Description of the Exchange Notes"), if any, to the date of
redemption. See "Description of the Exchange Notes--Optional Tax Redemption."

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Certain Covenants
The Indenture (as defined herein) governing the Exchange Notes contains covenants that,
among other things, limits our ability and the ability of our subsidiaries to place liens on our
principal assets and those of our subsidiaries without securing the notes equally and ratably
with the other indebtedness secured by such liens; engage in certain sale-leaseback
transactions; and consolidate or merge with, or sell, convey, transfer or lease all or
substantially all of our assets to, another entity. See "Description of the Exchange Notes--
Certain Covenants."

Payment of Additional Amounts
All payments made by us with respect to the Exchange Notes will be made without
withholding or deduction for or on account of taxes unless required by law. If we are
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required by law to withhold or deduct for such taxes with respect to a payment to the holders
of the Exchange Notes, we will pay the Additional Amounts (as defined in "Description of
the Exchange Notes") necessary so that the net amount received by the holders of the notes
after the withholding is not less than the amount that they would have received in the absence
of the withholding, subject to certain exceptions (including an exception for any U.S.
withholding tax). See "Description of the Exchange Notes--Payment of Additional
Amounts."

Ranking
The Exchange Notes will be senior unsecured obligations of TechnipFMC, will rank equally
in right of payment with all of TechnipFMC's other unsecured and future unsubordinated
debt, including the Outstanding Notes, and will effectively rank junior to any of
TechnipFMC's secured debt, to the extent of the value of the collateral securing that debt,
and will be structurally subordinated to all existing and future indebtedness and other
liabilities of TechnipFMC's subsidiaries, including any debt of FMCTI that remains
outstanding. The Exchange Notes will be exclusively our obligation, and not the obligation
of any of our subsidiaries. Our rights and the rights of any holder of the Exchange Notes (or
other of our creditors) to participate in the assets of any subsidiary upon that subsidiary's
liquidation or recapitalization will be subject to the prior claims of the subsidiary's creditors,
except to the extent that we may be a creditor with recognized claims against the subsidiary.
See "Description of the Exchange Notes--Ranking."

Form and Denomination
The Exchange Notes will be issued in fully registered form in denominations of $2,000 and
in integral multiples of $1,000 in excess thereof.

DTC Eligibility
The Exchange Notes will be represented by global certificates deposited with, or on behalf
of, DTC or its nominee. See "Description of the Exchange Notes--Book-Entry; Delivery
and Form."

Same Day Settlement
Beneficial interests in the Exchange Notes will trade in DTC's same-day funds settlement
system until maturity. Therefore, secondary market trading activity in such interests will be
settled in immediately available funds.

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Listing
The Exchange Notes are a new issue of securities with no established trading market.
TechnipFMC intends to apply to list the Exchange Notes on the Euro MTF Market of the
Luxembourg Stock Exchange or another "recognised stock exchange" for purposes of
Section 1005 of the U.K. Income Tax Act 2007.

Governing Law
The Indenture is, and the Exchange Notes will be governed by, the laws of the State of New
York.

Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange Notes. See "Use of
Proceeds."

Trustee, Registrar and Paying Agent
U.S. Bank National Association (the "Trustee").

Risk Factors
See "Risk Factors" and other information in this prospectus for a discussion of factors that
should be carefully considered by holders of Outstanding Notes before tendering their
Outstanding Notes in the Exchange Offer in exchange for the Exchange Notes.

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RISK FACTORS
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You should carefully consider all of the information in this prospectus and each of the risks described below. The terms of the Exchange Notes are
identical in all material respects to those of the Outstanding Notes, except that the transfer restrictions, registration rights and related special interest
provisions applicable to the Outstanding Notes will not apply to the Exchange Notes. Before making a decision regarding the Exchange Offer, you should
carefully consider the risks described below, including the information contained in the sections entitled "Risk Factors" in TechnipFMC's annual report
on Form 10-K, as those risk factors are amended or supplemented by Quarterly Reports on Form 10-Q, and TechnipFMC's registration statement on Form
S-4, as amended. The risks and uncertainties we have described, including those relating to the legacy FMCTI business, the legacy Technip business and
the integration of the businesses in connection with the Merger, are not the only ones we face. Additional risks and uncertainties that are not yet identified
may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment. See "Cautionary
Statement Concerning Forward-Looking Statements" in this prospectus.
Risks Relating to the Exchange Offer
If you fail to exchange your Outstanding Notes, they will continue to be restricted securities and will likely become less liquid.
Outstanding Notes that you do not tender, or we do not accept, will, following the Exchange Offer, continue to be restricted securities, and you may
not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We
will issue Exchange Notes in exchange for Outstanding Notes pursuant to the Exchange Offer only following the satisfaction of the procedures and
conditions set forth in "The Exchange Offer--Procedures for Tendering" and "The Exchange Offer--Conditions to the Exchange Offer." These
procedures and conditions include timely receipt by the exchange agent of a confirmation of book-entry transfer of the Outstanding Notes being tendered
and an agent's message from DTC.
Because we anticipate that all or substantially all holders of Outstanding Notes will elect to exchange their Outstanding Notes in this Exchange
Offer, we expect that the market for any Outstanding Notes remaining after the completion of the Exchange Offer will be substantially limited. Any
Outstanding Notes tendered and exchanged in the Exchange Offer will reduce the aggregate principal amount of the Outstanding Notes outstanding. If you
do not tender your Outstanding Notes following the Exchange Offer, you generally will not have any further registration rights, and your Outstanding
Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Outstanding Notes is likely to be adversely
affected.
You must follow the appropriate procedures to tender your Outstanding Notes or they will not be exchanged.
The Exchange Notes will be issued in exchange for the Outstanding Notes only after timely receipt by the exchange agent of a book-entry
confirmation of transfer of the Outstanding Notes being tendered, an agent's message related thereto and all other required documentation. If you want to
tender your Outstanding Notes in exchange for Exchange Notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange
agent are under any duty to give you notification of defects or irregularities with respect to tenders of Outstanding Notes for exchange. Outstanding Notes
that are not tendered or are tendered but not accepted will, following the Exchange Offer, continue to be subject to the existing transfer restrictions. In
addition, if you are a broker-dealer and you tender Outstanding Notes in the Exchange Offer, you may be deemed an "underwriter" for purposes of the
offer and therefore will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale
transaction. For additional information, please refer to the sections entitled "The Exchange Offer" and "Plan of Distribution" later in this prospectus.

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The Exchange Offer may not be consummated.
The Exchange Offer is subject to customary conditions as set forth in "The Exchange Offer--Conditions to the Exchange Offer" later in this
prospectus. These conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the Exchange Offer regardless of the
circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time to
time in our sole discretion. We reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the Exchange Offer. In
addition, we will not accept for exchange any Outstanding Notes tendered, and no Exchange Notes will be issued in exchange for any Outstanding Notes,
if at such time, any stop order has been issued or is threatened with respect to the registration statement of which this prospectus forms a part, or with
respect to the qualification of the Indenture under which the Outstanding Notes were issued under the Trust Indenture Act of 1939, as amended, which we
refer to as the "Trust Indenture Act."
Risks Relating to the Exchange Notes
Our existing and future debt may limit cash flow available to invest in the ongoing needs of our business and could prevent us from fulfilling our
obligations under our outstanding debt, as well as the Exchange Notes.
We have substantial existing debt. As of December 31, 2017, our total debt was $3.9 billion. We also have the capacity under our $2.5 billion credit
facility and the four bilateral facilities for an aggregate amount of 340.0 million, and we will have the capacity under the Indenture to incur substantial
additional debt. Our level of debt could have important consequences. For example, it could:

· 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 corporate purposes;
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