Obligation TechnipFMC Global 3.45% ( USG87110AB11 ) en USD

Société émettrice TechnipFMC Global
Prix sur le marché 100 %  ▲ 
Pays  Royaume-Uni
Code ISIN  USG87110AB11 ( en USD )
Coupon 3.45% par an ( paiement semestriel )
Echéance 30/09/2022 - Obligation échue



Prospectus brochure de l'obligation TechnipFMC USG87110AB11 en USD 3.45%, échue


Montant Minimal 2 000 USD
Montant de l'émission 459 764 000 USD
Cusip G87110AB1
Notation Standard & Poor's ( S&P ) BBB+ ( Qualité moyenne inférieure )
Notation Moody's N/A
Description détaillée 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.

L'Obligation émise par TechnipFMC Global ( Royaume-Uni ) , en USD, avec le code ISIN USG87110AB11, paye un coupon de 3.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2022
L'Obligation émise par TechnipFMC Global ( Royaume-Uni ) , en USD, avec le code ISIN USG87110AB11, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).








LISTING PARTICULARS


TechnipFMC plc
U.S.$215,398,000 2.00% Senior Notes due 2017
U.S.$459,764,000 3.45% Senior Notes due 2022

TechnipFMC plc, a public limited liability company incorporated under the laws of England and Wales ("TechnipFMC" or the "Issuer"), is
offering U.S.$215,398,000 aggregate principal amount of its 2.00% Senior Notes due 2017 (the "New TechnipFMC 2017 Notes") and
U.S.$459,764,000 aggregate principal amount of its 3.45% Senior Notes due 2022 (the "New Technip FMC 2022 Notes" and, together with
the New TechnipFMC 2017 Notes, the "New TechnipFMC Notes"). Interest on the New TechnipFMC 2017 Notes will be payable annually,
commencing 1 October 2017. Interest on the New TechnipFMC 2022 Notes will be payable on a semi-annual basis on 1 April and 1
October each year, beginning 1 October 2017. Interest on each series of New TechnipFMC Notes will accrue from March 29, 2017 (the
"issue date") and thereafter will accrue from the last interest payment date on which interest was paid or duly provided for with respect to
the applicable series of New FMCTI Notes. The New TechnipFMC 2017 Notes will mature on 1 October 2017. The New TechnipFMC
2022 Notes will mature on 1 October 2022.
Some or all of the New TechnipFMC Notes may be redeemed by paying 100% of the principal amount of such New TechnipFMC Notes
plus a "make-whole" premium. At any time on or after 1 July 2022 (i.e., the date that is three months prior to maturity), the New
TechnipFMC 2022 Notes may be redeemed at a redemption price equal to 100% of the principal amount of New TechnipFMC 2022 Notes
being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In the event of certain developments
affecting taxation, the Issuer may redeem all, but not less than all, of the New TechnipFMC Notes, as applicable.
The New TechnipFMC Notes will be the Issuer's senior unsecured obligations and will rank equally in right of payment with all other
unsecured and future unsubordinated debt of the Issuer and will effectively rank junior to any of the Issuer's secured debt, to the extent of
the value of the collateral securing that debt. The New TechnipFMC Notes will be structurally subordinated to all existing and future
indebtedness and other liabilities of the Issuer's subsidiaries, including any debt of FMC Technologies, Inc. ("FMCTI") that remains
outstanding.


Issue price for the New TechnipFMC 2017 Notes: 100% plus accrued interest from the issue date, if any.

Issue price for the New TechnipFMC 2022 Notes: 100% plus accrued interest from the issue date, if any.


The New TechnipFMC Notes have not been registered with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the "Securities Act") or any state or foreign securities laws. The New TechnipFMC Notes
may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. See "Transfer Restrictions." Only persons who certify that they are
(i) "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act, or (ii) not "U.S. persons"
and are outside of the United States within the meaning of Regulation S under the Securities Act, are authorized to receive and
review these listing particulars (such persons, "Eligible Holders").
The New TechnipFMC Notes are rated Baa2 (negative outlook) by Moody's Investors Service, Inc. A rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning
rating organization. There is currently no market for the New TechnipFMC Notes, and we cannot assure you that any market will
develop. Application has been made to list the New TechnipFMC Notes on the Official List of the Luxembourg Stock Exchange for
trading on the Euro MTF Market or another "recognised stock exchange" for purposes of Section 1005 of the U.K. Income Tax Act
2007 ("ITA"). The Euro MTF market is not a regulated market pursuant to the provisions of Directive 2004/39/EC on markets in
financial instruments.
The New TechnipFMC Notes will be issued in registered form in denominations of U.S.$2,000 and integral multiples of
U.S.$1,000 in excess thereof. All of the New TechnipFMC Notes will be delivered, in book-entry form through the facilities of The
Depository Trust Company ("DTC") and its participants, including Clearstream Banking, société anonyme ("Clearstream"), and
Euroclear Bank SA/NV ("Euroclear"). See "Book-Entry, Delivery and Form."
See "Risk Factors" beginning on page 13 to read about important factors you should consider before you decide to
subscribe for or purchase the New TechnipFMC Notes.
Dealer Managers
BofA Merrill Lynch




Wells Fargo Securities

US-DOCS\83270684.6





_________________
5 May 2017
_____________

NONE OF THE ISSUER, FMCTI, ANY DEALER MANAGER (AS DEFINED HEREIN), THE
TRUSTEE WITH RESPECT TO THE NEW TECHNIPFMC NOTES, AS APPLICABLE, OR ANY
AFFILIATE OF ANY OF THEM, MAKES ANY RECOMMENDATION AS TO WHETHER
PROSPECTIVE INVESTORS SHOULD SUBSCRIBE FOR OR PURCHASE THE NEW
TECHNIPFMC NOTES AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE
SUCH A RECOMMENDATION. PROSPECTIVE INVESTORS SHOULD NOT ASSUME THAT THE
INFORMATION IN THESE LISTING PARTICULARS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THESE LISTING PARTICULARS. THESE LISTING
PARTICULARS MAY ONLY BE USED FOR THE PURPOSES FOR WHICH IT HAS BEEN
PREPARED.



US-DOCS\83270684.6




TABLE OF CONTENTS

Page
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ........................ 3
SUMMARY ............................................................................................................................................................ 4
RISK FACTORS ................................................................................................................................................. 12
USE OF PROCEEDS .......................................................................................................................................... 17
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS ......................................... 18
DESCRIPTION OF OTHER INDEBTEDNESS .............................................................................................. 34
DESCRIPTION OF THE NEW TECHNIPFMC NOTES............................................................................... 38
BOOK-ENTRY; DELIVERY AND FORM ...................................................................................................... 54
REGISTRATION RIGHTS ................................................................................................................................ 57
TRANSFER RESTRICTIONS ........................................................................................................................... 60
JURISDICTIONAL RESTRICTIONS .............................................................................................................. 63
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................................ 64
CERTAIN UNITED KINGDOM TAX CONSEQUENCES ............................................................................ 69
CERTAIN ERISA CONSIDERATIONS .......................................................................................................... 71
LEGAL MATTERS ............................................................................................................................................ 73
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS AND INDEPENDENT
AUDITORS ............................................................................................................................................ 73
WHERE YOU CAN FIND MORE INFORMATION ...................................................................................... 73
INFORMATION WE INCORPORATE BY REFERENCE ........................................................................... 73
LISTING AND GENERAL INFORMATION .................................................................................................. 75


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US-DOCS\83270684.6


You should rely only on the information contained and expressly incorporated by reference in these listing
particulars. The Issuer is solely responsible for the information contained in these listing particulars. Neither the
Issuer nor any of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (the "Dealer
Managers") has authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. The Issuer does not take any responsibility for any
other information that others may give you. The information contained in these listing particulars speaks only as of
the date of these listing particulars and the information in the documents incorporated by reference in these listing
particulars speak only as of the respective dates of those documents or the dates on which they were filed with the
SEC, as applicable. The business, financial condition, results of operations and prospects of the Issuer or FMCTI, as
applicable, may have changed since such dates.
No Dealer Manager makes any representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in or incorporated by reference into these listing particulars, and nothing
contained in or incorporated by reference into these listing particulars is or shall be relied upon as a promise or
representation by any Dealer Manager.


These listing particulars have been prepared solely for use in connection with the offer of the New
TechnipFMC Notes as described in these listing particulars. These listing particulars are personal to each offeree
and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire
the New TechnipFMC Notes.
These listing particulars constitute a prospectus for the purpose of the Luxembourg Act dated July 10, 2005
on Prospectuses for Securities, as amended.


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED
STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


The distribution of these listing particulars and the offer to subscribe for or purchase the New TechnipFMC
Notes in certain jurisdictions may be restricted by law. The Issuer, FMCTI and the Dealer Managers require persons
who obtain a copy of these listing particulars to inform themselves about and to observe any such restrictions. These
listing particulars do not constitute an offer to sell the New TechnipFMC Notes in any jurisdiction in which such
offer or invitation would be unlawful.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
These listing particulars do not comprise a prospectus for the purposes of the Prospectus Directive (as
defined below), as implemented in member states of the European Economic Area. These listing particulars have
been prepared on the basis that all offers of the New TechnipFMC Notes will be made pursuant to an exemption
under the Prospectus Directive from the requirement to publish a prospectus in connection with offers of the New
TechnipFMC Notes. Accordingly, any person making or intending to make any offer within the European Economic
Area of the New TechnipFMC Notes that are the subject of the offering contemplated in these listing particulars
should only do so in circumstances in which no obligation arises for us or any Dealer Manager 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.
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These listing particulars contain summaries, believed to be accurate, of some of the terms of specific
documents, but reference is made to the actual documents, copies of which will be made available upon request, for
the complete information contained in those documents, as indicated under "Where You Can Find More
Information" and "Information We Incorporate by Reference". All summaries are qualified in their entirety by this
reference.


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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
These listing particulars, including the documents incorporated by reference, contain "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 Exchange Act of 1934, as amended (the "Exchange Act"). The words such as " believe,"
"expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could," "may," "estimate," "outlook" and
similar expressions are intended to identify forward-looking statements, which are generally not historical in nature.
Such forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual
results to differ materially from our historical experience and our present expectations or projections, including the
following known material factors:
·
risks associated with tax liabilities, or changes in U.S. federal or international tax
laws or interpretations to which they are subject;
·
risks that the new businesses 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;
·
unanticipated costs of integration;
·
reliance on and integration of information technology systems;
·
reductions in client spending or a slowdown in client payments;
·
unanticipated changes relating to competitive factors in our industry;
·
ability to hire and retain key personnel;
·
ability to attract new clients and retain existing clients in the manner anticipated;
·
changes in legislation or governmental regulations affecting us;
·
international, national or local economic, social or political conditions that could
adversely affect us or our clients;
·
conditions in the credit markets;
·
risks associated with assumptions we make in connection with our critical
accounting estimates and legal proceedings;
·
the risks of currency fluctuations and foreign exchange controls associated with
our international operations; and
·
such other risk factors set forth in our filings with the SEC that are incorporated
by reference in these listing particulars, which include our Registration
Statement on Form S-4, as amended, Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K.
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.


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SUMMARY
The following summary information is qualified in its entirety by the information contained elsewhere in
these listing particulars, including the documents we have incorporated by reference, and as described under
"Description of the New TechnipFMC Notes." Because this is a summary, it does not contain all the information
that may be important to you. We urge you to read these entire listing particulars, including the consolidated
financial statements of the Issuer and FMCTI, and the related notes, as well as the other documents, incorporated
by reference, carefully, including the "Risk Factors" section. Unless otherwise indicated or the context otherwise
requires, references in these listing particulars to "we", "us", "our" or "our company" refer to TechnipFMC plc,
together with its subsidiaries.
Business Overview
TechnipFMC plc 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 uses its
proprietary technologies and production systems, integrated expertise, and comprehensive solutions to enhance the
performance of the world's energy industry and is a global leader in subsea, onshore/offshore, and surface projects.
TechnipFMC plc specializes in project management, engineering and construction for the energy sector and offers a
comprehensive portfolio of innovative solutions and technologies. TechnipFMC plc designs, manufactures and
services technologically sophisticated systems and products, including subsea production and processing systems,
surface wellhead production systems, high pressure fluid control equipment, measurement solutions and marine
loading systems for the energy industry. It is a global leader in subsea, onshore/offshore, and surface projects. The
share capital of TechnipFMC plc consists of 50,001 shares of a nominal value of £1 each and 466,592,009 shares of
a nominal value of U.S.$1 each.
TechnipFMC began operations in January 2017 after completing a business combination (the "Merger") of
FMCTI, a global provider of technology solutions for the energy industry, and Technip S.A., a French société
anonyme and world leader in project management, engineering and construction for the energy sector ("Technip").
For more information on the Merger, see "Notes to Unaudited Pro Forma Condensed Combined Financial
Information ­ 1. Description of Mergers". TechnipFMC's registered address and principal executive offices are
located at One St. Paul's Churchyard, London, EC4M 8AP, United Kingdom and its telephone number is +44 20
3429 3950.
The 2017 Exchange Offer and amendment of Existing FMCTI Notes
On 28 February 2017, the Issuer offered Eligible Holders of each series of Existing FMCTI Notes (as
defined below), in each case upon the terms and subject to the conditions set forth in the offering memorandum and
consent solicitation statement dated 28 February 2017 (the "offering memorandum and consent solicitation
statement"), the opportunity to exchange (each, an "Exchange Offer" and, collectively, the "Exchange Offers") such
outstanding notes set out at (a) and (b) below:
a) 2.00% Senior Notes due October 1, 2017 issued by FMCTI (the "Existing FMCTI 2017 Notes")
for (i) up to an aggregate principal amount of U.S.$300 million of new 2.00% Senior Notes due
October 1, 2017 issued by TechnipFMC (the "New TechnipFMC 2017 Notes"), with registration
rights, and (ii) cash; and
b) 3.45% Senior Notes due October 1, 2022 issued by FMCTI (the "Existing FMCTI 2022 Notes")
for (i) up to an aggregate principal amount of U.S.$500 million of new 3.45% Senior Notes due
October 1, 2022 issued by TechnipFMC (the "New TechnipFMC 2022 Notes"), with registration
rights, and (ii) cash.
The Existing FMCTI 2017 Notes and the Existing FMCTI 2022 Notes are referred to herein collectively as
the "Existing FMCTI Notes." As at March 29, 2017, U.S.$215,398,000 of the Existing FMCTI 2017 Notes and
U.S.$459,862,000 of the Existing FMCTI 2022 Notes were exchanged for the New TechnipFMC Notes in
accordance with the Exchange Offer.
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Concurrently with the Exchange Offer made by TechnipFMC, FMCTI solicited consents from the Eligible
Holders of the Existing FMCTI Notes to amend the Existing FMCTI Note indentures to remove certain of the
covenants, restrictive provisions and events of default. The consent of the holders of a majority of the aggregate
principal amount of the Existing FMCTI Notes outstanding of each series was required in order to effectuate the
amendments to the corresponding Existing FMCTI Notes indenture for that series. As at 29 March, 2017, the
consent of the holders of the majority required to effectuate the amendments was reached and the amendments were
made binding on all holders of the Existing FMCTI Notes, including those who did not deliver their consent to the
proposed amendments and did not tender their Existing FMCTI Notes in the Exchange Offer.
Management
Board of Directors
The Board of Directors of the Issuer consists of fourteen members nominated and elected by the Issuer, as described
below:
Thierry Pilenko. Thierry Pilenko is Executive Chairman of the TechnipFMC board of directors. He joined
Technip in 2007 as Chairman and Chief Executive Officer, and prior to that was Chairman and Chief Executive
Officer of Veritas DGC, a seismic services company based in Houston. He also served as President of Schlumberger
GeoQuest in Houston and subsequently as Managing Director of SchlumbergerSema in Paris.
Mr. Pilenko also served in a succession of management and executive roles with Schlumberger beginning
in 1984, including several international positions in Europe, Africa, the Middle East, and Asia. Additionally, he
served on the boards of Hercules Offshore, CGG Veritas, and Peugeot SA. He holds degrees from France's Nancy
School of Geology and the IFP School.
Douglas J. Pferdehirt. Douglas J. Pferdehirt is Chief Executive Officer of TechnipFMC. He was
previously President and Chief Executive Officer of FMC Technologies, and prior to joining FMC Technologies in
2012, spent 26 years at Schlumberger Limited in a succession of executive leadership positions including: Vice
President of Corporate Development and Communications, President of Schlumberger's Reservoir Production
Group, Vice President Investor Relations and Communications, President North and South America Schlumberger,
and Vice President of Oilfield Services U.S. Gulf of Mexico.
Arnaud Caudoux. Arnaud Caudoux joined the board of TechnipFMC in 2017. He is currently Deputy
Chief Executive Officer of Bpifrance in charge of the Finance, Risk Management, IT and Guarantee business line of
Bpifrance. He was Chief Financial Officer and Member of the Executive Board of Bpifrance from 2013 to 2015,
Deputy Chief Executive Officer of OSEO from 2008 to 2012 and Managing Director of OSEO Garantie (formerly
Sofaris) from 2004 to 2008.
Pascal Colombani. Pascal Colombani joined the board of TechnipFMC in 2017. Previously he was a
member of the Technip board of directors since 2007. He is Chairman of the Advisory Board of A.T. Kearney, a
member of the European Advisory Board of JPMorgan Chase, non-executive Chairman of the Board of Directors of
Valeo, a member of the Boards of Directors of Alstom and Siaci-Saint-Honoré and Chairman of the Board of
Directors of Noordzee Helikopters Vlaanderen (NHV).
Marie-Ange Debon. Marie-Ange Debon joined TechnipFMC's board of directors in 2017. Previously she
was a member of the Technip board of directors since 2010. She is Senior Executive Vice President of Suez Group
and Chief Executive Officer of the International Division. Mrs. Debon has served in various positions in both the
public and private sectors, including in the French Audit Commission (Cour des Comptes), France 3, Thomson and
the Collège de l'Autorité des Marchés Financiers (the French Financial Market Authority).
Eleazar de Carvalho Filho. Eleazar de Carvalho Filho is on the board of directors for TechnipFMC.
Formerly he was a member of FMC Technologies' board of directors since 2010. Mr. de Carvalho Filho has been a
Founding Partner of Virtus BR Partners Assessoria Corporativa Ltda. since May 2009, and is also a Founding
Partner of Sinfonia Consultoria Financeira e Participações Ltda. since August 2012, which are financial advisory
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and consulting firms. He served as Chief Executive Officer and Managing Partner of Unibanco Investment Bank, a
Brazilian investment bank, from April 2008 to March 2009.
Claire S. Farley. Claire S. Farley is on the TechnipFMC board of directors, and had been a member of the
FMC Technologies board of directors since 2009. Ms. Farley has been a Vice-Chairman in the Energy &
Infrastructure business of KKR & Co. L.P., a global investment firm ("KKR") since January 2016. She began her
affiliation with KKR in September 2010 as a co-founder of RPM Energy, LLC, a privately-owned oil and gas
exploration and development company, which partnered with KKR.
Didier Houssin. Didier Houssin joined TechnipFMC's board of directors as a member in 2017. He had
been a member of the Technip board of directors since 2016. Mr. Houssin is the Chairman and Chief Executive
Officer of IFP Énergies nouvelles since April 8, 2015. He also held various international and executive positions
both in the French Government and the private industrial sector, including the International Energy Agency, BRGM,
the French Geological Survey, the French Ministry of Economy and Finance and Total.

Peter Mellbye. Peter Mellbye joined TechnipFMC's board of directors in 2017, and was previously a board
member of FMC Technologies since. Mr. Mellbye served as Executive Vice President, Development & Production,
International, of Statoil ASA, an international oil and gas company, from January 2011 until his retirement in
September 2012. He was Executive Vice President, Production & International Exploration of Statoil from August
2004 to January 2011. From 1992 to 2004, Mr. Mellbye was Statoil's Executive Vice President, Natural Gas, and
from 1990 to 1992, he served as Senior Vice President, Natural Gas.
John O'Leary. John O'Leary is a board member of TechnipFMC and was previously a member of the
Technip board of directors since 2007. Mr. O'Leary is the Chief Executive Officer of Strand Energy (Dubai) and sits
on the Supervisory Boards of Huisman Itrec and Jumbo Shipping. He also held various executive positions in Pareto
Offshore ASA, the Forasol-Foramer group and the group resulting from the merger between Forasol-Foramer and
Pride International.
Richard A. Pattarozzi. Richard A. Pattarozzi joined TechnipFMC's board of directors in 2017, and was
previously a member of FMC Technologies' board of directors since 2002. Mr. Pattarozzi served as Vice President
of Shell Oil Company from March 1999 until his retirement in January 2000. He previously served as President and
Chief Executive Officer for both Shell Deepwater Development, Inc. and Shell Deepwater Production, Inc. from
1995 until 1999.
Kay G. Priestly. Kay G. Priestly is a member of TechnipFMC's board of directors. She previously served
on the board of FMC Technologies since 2015. Ms. Priestly served as Chief Executive Officer of Turquoise Hill
Resources Ltd., an international mining company focused on copper, gold and coal in the Asia Pacific region, from
May 2012 until her retirement in December 2014.
Joseph Rinaldi. Joseph Rinaldi is a member of the TechnipFMC board of directors and was a previous
member of the Technip board of directors since 2009. He retired from the international law firm of Davis Polk &
Wardwell and in 2016, where he was a senior partner in the Paris office.
James M. Ringler. James M. Ringler is a board member at TechnipFMC and was previously on the board
of directors for FMC Technologies since 2001. Mr. Ringler has served as non-executive Chairman of the Board of
Teradata Corporation, a provider of database software, data warehousing and analytics, since October 2007. Mr.
Ringler served as Vice Chairman of Illinois Tool Works Inc. until his retirement in 2004.


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Corporate Structure and Certain Financing Arrangements
The following diagram summarizes the corporate structure of the Issuer and indicates where the Existing
FMCTI Notes were held and where the New TechnipFMC Notes are held following the settlement of the Exchange
Offers. The diagram presents certain historical and condensed consolidated pro forma financial information as of
December 31, 2016 and assumes all of the Existing FMCTI Notes were exchanged for the New TechnipFMC Notes
in the Exchange Offer. The diagram does not include all entities of the Issuer, nor all of the debt obligations thereof.
For further information, please refer to "Description of the New TechnipFMC Notes".






(1)
Pro Forma condensed combined total assets as of December 31, 2016.
(2)
Arithmetic sum of Technip's (i) long-term debt, less current portion plus (ii) Short-term debt and current portion of long-term debt as of
December 31, 2016.
(3)
Historical Technip's total assets as of December 31, 2016.
(4)
FMCTI's total assets of December 31, 2016.


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Document Outline