Obligation TechnipFMC Plc 6.5% ( USG87110AC93 ) en USD

Société émettrice TechnipFMC Plc
Prix sur le marché 100 %  ▼ 
Pays  Royaume-Uni
Code ISIN  USG87110AC93 ( en USD )
Coupon 6.5% par an ( paiement semestriel )
Echéance 01/02/2026 - Obligation échue



Prospectus brochure de l'obligation Technipfmc Plc USG87110AC93 en USD 6.5%, échue


Montant Minimal 2 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip G87110AC9
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée TechnipFMC Plc est une entreprise internationale qui fournit des technologies et des systèmes intégrés pour l'industrie de l'énergie, en particulier pour les projets sous-marins et de surface.

L'Obligation émise par TechnipFMC Plc ( Royaume-Uni ) , en USD, avec le code ISIN USG87110AC93, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2026








Listing memorandum




TechnipFMC plc
$1,000,000,000
6.500% Senior Notes due 2026
Interest payable February 1 and August 1
Issue price: 100.000%
TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the "Issuer"), issued $1,000.0 million aggregate
principal amount of its 6.500% Senior Notes due 2026 (the "Notes") on January 29, 2021. The Notes will mature on February 1, 2026. The Notes
bear interest at an annual rate of 6.500%. Interest on the Notes is payable on February 1 and August 1 of each year, and the first interest payment
will be due on August 1, 2021.
We used the net proceeds from this offering to (i) fully repay and terminate the Existing Debt (as defined herein), (ii) pay fees and expenses related
to the Transactions (as defined herein) and (iii) to provide working capital and for general corporate purposes.
We have the option to redeem the Notes, in whole or in part, at any time on or after February 1, 2023 at the redemption prices set forth in this
offering memorandum (the "Offering Memorandum"), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition,
before February 1, 2023, we may redeem up to 40% of the aggregate principal amount of the Notes in an amount not greater than the net proceeds
of certain equity offerings at a redemption price equal to 106.500% of the principal amount of the Notes being redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. We also may redeem the Notes, in whole or in part, at any time prior to February 1, 2023 at a
price equal to 100% of the principal amount thereof, plus a "make-whole" premium, plus any accrued and unpaid interest, if any, to, but excluding,
the redemption date. See "Description of notes--Optional redemption." If we experience certain kinds of changes of control accompanied by a
ratings decline, holders of the Notes may require us to repurchase their Notes at 101% of the principal amount of the Notes, plus accrued and
unpaid interest, if any, to, but excluding, the repurchase date. See "Description of notes--Change of control triggering event."
On January 29, 2021 (the "Issue Date"), the Notes were fully and unconditionally guaranteed on a senior unsecured basis by substantially all of the
wholly-owned domestic subsidiaries of RemainCo (as defined herein). On February 16, 2021, the Notes will be fully and unconditionally guaranteed
on a senior unsecured basis by all of the non-U.S. subsidiaries of RemainCo that guarantee our New Senior Secured Revolving Credit Facility (as
defined herein), which included substantially all of the wholly-owned subsidiaries of RemainCo in Brazil, the Netherlands, Norway, Singapore and
the United Kingdom. In addition, certain future subsidiaries, will, subject to certain conditions, guarantee the Notes. See "Risk factors--Risks
related to the Notes and our other indebtedness--The Notes will be structurally subordinated to all obligations of our existing and future
subsidiaries that are not and do not become guarantors of the Notes." The Guarantees (as defined herein) are subject to contractual and legal
limitations that materially limit their enforceability, and the Guarantees may be released under certain circumstances. See "Risk factors--Risks
related to the Notes and our other indebtedness" and "Risk Factors--Certain insolvency law considerations and limitations on the validity and
enforceability of the Guarantees." The Notes and the Guarantees thereof are the senior unsecured obligations of us and the Guarantors (as defined
herein), respectively, rank equal in right of payment with all of our and the Guarantors' existing and future senior indebtedness and rank senior to all
of our and the Guarantors' future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to our
and the Guarantors' existing or future secured indebtedness, including indebtedness under our New Senior Secured Revolving Credit Agreement to
be entered into on or prior to the consummation of the Spin-off, to the extent of the value of the collateral securing such indebtedness. In addition,
the Notes are structurally subordinated to any existing or future indebtedness of our non-guarantor subsidiaries.
Investing in the Notes involves a high degree of risk. See "Risk factors" beginning on page 27 for a discussion of certain risks that you
should consider in connection with an investment in the Notes.
The Notes and the related Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or the securities laws of any other jurisdiction. We may not offer or sell the Notes within the United States to or for the account or
benefit of any U.S. person unless such offer or sale would qualify for a registration exemption under the U.S. Securities Act and applicable state
securities laws. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers (each, a "QIB") in reliance on
Rule 144A under the U.S. Securities Act ("Rule 144A") and to non-U.S. persons outside the United States in reliance on Regulation S under the
U.S. Securities Act ("Regulation S"). The Notes are subject to restrictions on resale and transfer. Prospective purchasers are hereby notified that
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See
"Transfer restrictions."
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Notes
or passed upon the adequacy or accuracy of this Offering Memorandum. Any representation to the contrary is a criminal offense. This Offering
Memorandum includes information on the terms of the Notes and Guarantees, including redemption and repurchase prices, covenants and transfer
restrictions.
There is currently no public market for the Notes. The Notes will be listed on the Official List of the Luxembourg Stock Exchange (the "Exchange")
and to admit them for trading on the Euro MTF Market thereof (the "Euro MTF").
Delivery of the Notes, in book-entry form through the facilities of The Depository Trust Company ("DTC") for the account of its participants, was
made on January 29, 2021.
This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 16, 2019.
This Offering Memorandum is dated March 17, 2021


In making your investment decision, you should rely only on the information contained or incorporated by
reference in this Offering Memorandum. We and the initial purchasers of the Notes (each individually, an "Initial
Purchaser," and collectively, the "Initial Purchasers") have not authorized anyone to provide you with any other
information. If you receive any other information, you should not rely on it.
We and the Initial Purchasers are offering to sell the Notes only in places where offers and sales are permitted. If
a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any
affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to
be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction.
You should not assume that the information contained or incorporated by reference in this Offering
Memorandum is accurate as of any date other than the date on the front cover of this Offering Memorandum or
that the information incorporated by reference in this Offering Memorandum is accurate as of any date other than
the date of the incorporated document. Neither the delivery of this Offering Memorandum nor any sale made
hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent
to the date on the cover of this Offering Memorandum.

Table of contents

Page
Page
Summary ............................................................... 1
Description of notes .............................................88
The offering ......................................................... 16
Book-entry, delivery and form ........................... 145
Summary historical financial data ....................... 25
Taxation ............................................................ 148
Risk factors ......................................................... 27
Certain ERISA considerations .......................... 154
The Transactions ................................................ 53
Plan of distribution ............................................ 156
Use of proceeds .................................................. 59
Transfer restrictions .......................................... 162
Capitalization ....................................................... 60
Legal matters .................................................... 166
Unaudited pro forma condensed consolidated
Service of process and enforcement of civil
financial information ........................................ 62
liabilities ......................................................... 167
Management's discussion and analysis of financial
Certain insolvency law considerations and
condition and results of operations of pro forma
limitations on the validity and enforceability of the
condensed consolidated financial information..71
Guarantees ................................................... 173
Management ....................................................... 80
Listing and general information ......................... 202
Description of certain financing arrangements ... 84
The Issuer is a public limited company incorporated under the laws of England and Wales. Our principal executive offices
are located at One St. Paul's Churchyard, London EC4M 8AP, United Kingdom, and our main telephone number is +44
203-429-3950. Our website is located at https://www.technipfmc.com/. Our website and the information contained on or
accessible through our website are not part of this Offering Memorandum, and you should rely only on the information
contained or incorporated by reference in this Offering Memorandum when making a decision as to whether to invest in
the Notes.
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Important information about this Offering Memorandum
You should read this Offering Memorandum before making a decision whether to purchase any Notes. You
must not use this Offering Memorandum for any other purpose.
We have prepared this Offering Memorandum based on information we have or have obtained from sources
we believe to be reliable. Summaries of documents contained in this Offering Memorandum or incorporated
by reference herein may not be complete. We will make copies of actual documents available to you upon
request. Neither we, the Initial Purchasers nor the Trustee are providing you with any legal, investment,
business, tax or other advice in this Offering Memorandum. You should consult with your own counsel,
accountants and other advisors as needed to assist you in making your investment decision and to advise
you whether you are legally permitted to purchase the Notes.
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or
solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where action
would be required for that purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly,
and this Offering Memorandum may not be distributed, in any jurisdiction except in accordance with the legal
requirements applicable in such jurisdiction. You must comply with all laws applicable in any jurisdiction in
which you buy, offer or sell the Notes or possess or distribute this Offering Memorandum, and you must
obtain all applicable consents and approvals; neither we nor the Initial Purchasers shall have any
responsibility for any of the foregoing legal requirements.
We are offering the Notes, and the Guarantors are issuing the Guarantees, in reliance on (i) an exemption
from registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public
offering and (ii) a transaction pursuant to Regulation S that is not subject to the registration requirements of
the U.S. Securities Act. If you purchase the Notes, you will be deemed to have made certain
acknowledgments, representations and warranties as detailed under "Transfer restrictions." The Notes are
subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the U.S. Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or
exemption therefrom. You may be required to bear the financial risk of an investment in the Notes for an
indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction
where the offer and sale of the Notes is prohibited. Neither we nor the Initial Purchasers are making any
representation to you that the Notes are a legal investment for you. In making an investment decision,
prospective investors must rely on their own examination of the Company and the terms of this offering,
including the merits and risks involved. In addition, neither the Company nor the Initial Purchasers nor any of
their respective representatives nor any of their affiliates are making any representation to you regarding the
legality of an investment in the Notes, and you should not construe anything in this Offering Memorandum as
legal, business, tax or other advice. You should consult your own advisors as to the legal, tax, business,
financial and related aspects of an investment in the Notes.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in
force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval
or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in
force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither
we nor the Initial Purchasers shall have any responsibility therefor.
Neither the SEC, any U.S. state securities commission nor any non U.S. securities authority nor other
authority has approved or disapproved of the Notes or determined if this Offering Memorandum is truthful or
complete. Any representation to the contrary is a criminal offense in the United States.
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Neither the Initial Purchasers nor the Trustee make any representation or warranty, express or implied, as to,
and assume no responsibility for, the accuracy or completeness of the information contained or incorporated
by reference in this Offering Memorandum. Nothing contained or incorporated by reference in this Offering
Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the
past, the present or the future.
We reserve the right to withdraw this offering at any time. We and the Initial Purchasers may reject any offer
to purchase the Notes in whole or in part for any reason or no reason, sell less than the entire principal
amount of the Notes offered hereby or allocate to any purchaser less than all of the Notes for which it has
subscribed. The Initial Purchasers and certain of their respective related entities may acquire, for their own
accounts, a portion of the Notes.
The information set out in relation to sections of this Offering Memorandum describing clearing and settlement
arrangements, including in the "Description of notes" and "Book entry, delivery and form," is subject to a
change in or reinterpretation of the rules, regulations and procedures of DTC, Euroclear or Clearstream
currently in effect. While we accept responsibility for accurately summarizing the information concerning DTC,
Euroclear or Clearstream, we accept no further responsibility in respect of such information.
Insofar as this Offering Memorandum includes information sourced from third parties, such information has
been accurately reproduced and, to the knowledge of the Issuer, there are no facts that have been omitted in
such statements which would render the reproduced information inaccurate or misleading.
This offering is being made in the United States in reliance upon an exemption from registration under the
U.S. Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements. See
"Transfer restrictions."
This Offering Memorandum is being provided (1) to a limited number of investors that we reasonably believe
to be QIBs under Rule 144A for informational use solely in connection with their consideration of the purchase
of the Notes and (2) to investors outside the United States pursuant to offshore transactions complying with
Rule 903 or Rule 904 of Regulation S. The Notes described in this Offering Memorandum have not been
registered with, recommended by or approved by the SEC, any state securities commission in the United
States or any other securities commission or regulatory authority, nor has the SEC, any state securities
commission in the United States or any such securities commission or authority passed upon the accuracy or
adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense.
THIS OFFERING MEMORANDUM CONTAINS AND INCORPORATES BY REFERENCE IMPORTANT
INFORMATION WHICH YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO
AN INVESTMENT IN THE NOTES.
Forward-looking statements
This Offering Memorandum and the documents incorporated by reference herein may contain "forward-
looking statements" as defined in Section 27A of the U.S. Securities Act, and Section 21E of the Securities
Exchange 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 "guidance," "confident," "believe,"
"expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could," "may," "will," "likely," "predicated,"
"estimate," "outlook" and similar expressions, including the negatives thereof. The absence of these words,
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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. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the
forward-looking statements. There can be no guarantee that we will be able to realize any of the potential
strategic benefits or opportunities of the Spin-off, that we or our business will be commercially successful in
the future, or achieve any particular credit rating or financial results, or that the Spin-off will be successful.
In particular, our expectations could be affected by, among other things:
Risks related to our business and industry
· Demand for our products and services depends on oil and gas industry activity and expenditure levels,
which are directly affected by trends in the demand for and price of crude oil and natural gas.
· We operate in a highly competitive environment and unanticipated changes relating to competitive factors
in our industry, including ongoing industry consolidation, may impact our results of operations.
· The COVID-19 pandemic ("COVID-19") has significantly reduced demand for our products and services,
and has had, and may continue to have, an adverse impact on our financial condition, results of
operations, and cash flows.
· Our success depends on our ability to develop, implement, and protect new technologies and services
and the intellectual property related thereto.
· Due to the types of contracts we enter into and the markets in which we operate, the cumulative loss of
several major contracts, customers, or alliances may have an adverse effect on our results of operations.
· Disruptions in the political, regulatory, economic, and social conditions of the countries in which we
conduct business could adversely affect our business or results of operations.
· The United Kingdom's withdrawal from the European Union may have a negative effect on global
economic conditions, financial markets, and our business.
· 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.
· A downgrade in our debt rating could restrict our ability to access the capital markets.
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· Our acquisition and divestiture activities involve substantial risks.
Risks related to our operations
· We may lose money on fixed-price contracts.
· Our failure to timely deliver our backlog could affect future sales, profitability, and relationships with our
customers.
· We face risks relating to our reliance on subcontractors, suppliers, and our joint venture partners.
· A failure of our IT infrastructure, including as a result of cyber attacks, could adversely impact our
business and results of operations.
Risks relating to legal proceedings, tax, and regulatory matters
· The industries in which we operate or have operated expose us to potential liabilities, including the
installation or use of our products, which may not be covered by insurance or may be in excess of policy
limits, or for which expected recoveries may not be realized.
· Our operations require us to comply with numerous regulations, violations of which could have a material
adverse effect on our financial condition, results of operations, or cash flows.
· Compliance with environmental and climate change-related laws and regulations may adversely affect
our business and results of operations.
· Existing or future laws and regulations relating to greenhouse gas emissions and climate change may
adversely affect our business.
· As an English public limited company, we must meet certain additional financial requirements before we
may declare dividends or repurchase shares and certain capital structure decisions may require
stockholder approval which may limit our flexibility to manage our capital structure. We may not be able to
pay dividends or repurchase shares of our ordinary shares in accordance with our announced intent, or at
all.
· Uninsured claims and litigation against us, including intellectual property litigation, could adversely impact
our financial condition, results of operations, or cash flows.
· We are subject to governmental regulation and other legal obligations related to privacy, data protection,
and data security. Our actual or perceived failure to comply with such obligations could harm our
business.
· The IRS may not agree that we should be treated as a foreign corporation for U.S. federal tax purposes
and may seek to impose an excise tax on gains recognized by certain individuals.
v


· U.S. tax laws and/or guidance could affect our ability to engage in certain acquisition strategies and
certain internal restructurings.
· We are subject to the tax laws of numerous jurisdictions; challenges to the interpretation of, or future
changes to, such laws could adversely affect us.
· We may not qualify for benefits under tax treaties entered into between the United Kingdom and other
countries.
· We intend to be treated exclusively as a resident of the United Kingdom for tax purposes, but French or
other tax authorities may seek to treat us as a tax resident of another jurisdiction.
Risks related to the Spin-off and the other Transactions
· The proposed Spin-off, the resumption of which was announced on January 7, 2021, is contingent upon
the satisfaction of a number of conditions, is expected to require significant time and attention of our
management, and may not achieve the intended results.
General risk factors
· Our businesses are dependent on the continuing services of certain of our key managers and employees.
· Seasonal and weather conditions could adversely affect demand for our services and operations.
· Currency exchange rate fluctuations could adversely affect our financial condition, results of operations,
or cash flows.
· We are exposed to risks in connection with our defined benefit pension plan commitments.
We caution you not to place undue reliance on any forward-looking statements, which speak only as of the
date they are made. 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.
Documents incorporated by reference
We currently file annual, quarterly and current reports, and other information with the SEC. We are
"incorporating by reference" certain documents (or sections thereof) into this Offering Memorandum that we
have filed with the SEC under the Exchange Act, which means that we can disclose important information to
you by referring you to another document filed separately with the SEC. This information incorporated by
reference is deemed to be part of this Offering Memorandum, except for any information modified or
superseded by information in this Offering Memorandum or in any other subsequently filed document that
also is or is deemed to be incorporated by reference in this Offering Memorandum. Any statement that is
modified or superseded will not constitute a part of this Offering Memorandum, except as modified or
superseded. We incorporate by reference into this Offering Memorandum the documents listed below
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(excluding any portions of such documents that have been "furnished" but not "filed" for purposes of the
Exchange Act):
· our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on
March 3, 2020;
· the information specifically incorporated by reference into our Annual Report on Form 10-K for the year
ended December 31, 2019 from our Definitive Proxy Statement on Schedule 14A, as filed with the SEC
on March 13, 2020;
· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020, as filed with the SEC on May 4, 2020, July 31, 2020 and November 2, 2020,
respectively; and
· our Current Reports on Form 8-K, as filed with the SEC on April 22, 2020 (Item 5.02 only), April 24, 2020,
May 21, 2020, June 15, 2020, June 30, 2020, September 24, 2020, October 1, 2020, October 20, 2020
and January 12, 2021.
Additionally, we are incorporating by reference in this Offering Memorandum any documents filed by us with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any Current Reports on Form
8-K containing only Regulation FD or Regulation G disclosure furnished pursuant to Item 2.02 or Item 7.01 of
Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K, or any comparable predecessor
provision of any Current Report, unless otherwise indicated) after the date of this Offering Memorandum until
the completion of the offering of the Notes pursuant to this Offering Memorandum.
You may request a copy of any of these filings at no cost by writing to or telephoning us at the following
address and telephone number:
TechnipFMC plc
One St. Paul's Churchyard
London EC4M 8AP
United Kingdom
+44 203-429-3950

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Basis of presentation
Certain data in this Offering Memorandum is presented on a pro forma basis to give effect to the
Transactions, as set forth under the heading "The Transactions," as if they occurred on January 1, 2017 for
income statement purposes and September 30, 2020 for balance sheet purposes. See "Unaudited Pro Forma
Condensed Consolidated Financial Information" for a complete description of the adjustments and
assumptions underlying the unaudited pro forma condensed consolidated financial information included in this
Offering Memorandum. The pro forma condensed consolidated financial information (including information
presented on a pro forma basis) constitutes forward-looking information and is subject to certain risks and
uncertainties that could cause actual amounts to differ materially from those anticipated. See "Forward
looking statements" and "Risk factors--Risks related to the Spin-off and the other Transactions--The pro
forma financial information presented in this Offering Memorandum has been formulated subject to significant
assumptions and limitations and may not reflect what our actual results of operations and financial condition
would have been had the Transactions accounted for therein actually occurred as of and for the periods
presented, and such financial information may not be indicative of our future operating performance."
Certain monetary amounts, percentages and other figures included in this Offering Memorandum have been
subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the
arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may
not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages
that precede them.
Unless otherwise noted, the historical financial information included in this Offering Memorandum is derived
from the consolidated financial statements of the Issuer, which are incorporated by reference into this Offering
Memorandum.
Unless otherwise noted, none of the interim condensed consolidated historical financial information
incorporated by reference into this Offering Memorandum have been subject to limited review.
Neither the assumptions underlying the preparation of the unaudited pro forma consolidated financial
information nor the resulting unaudited pro forma consolidated financial information have been audited or
reviewed in accordance with any generally accepted auditing standards.
Use of non-GAAP financial measures
In addition to financial results determined in accordance with U.S. generally accepted accounting principles
("GAAP"), we provide non-GAAP financial measures (as defined in Item 10 of Regulation S-K of the
Exchange Act) in this Offering Memorandum.
Earnings before net interest expense, income taxes, depreciation and amortization, excluding charges and
credits, on a pro forma basis to give effect to the Transactions as more fully described herein ("pro forma
Adjusted EBITDA"), Subsea pro forma Adjusted EBITDA, Surface Technologies pro forma Adjusted
EBITDA, the ratio of total debt on a pro forma basis to pro forma Adjusted EBITDA and the ratio of net debt
on a pro forma basis to pro forma Adjusted EBITDA are non-GAAP financial measures. Management believes
that the exclusion of charges and credits from these measures enables investors and management to more
effectively evaluate TechnipFMC's operations and consolidated results of operations period-over-period, and
to identify operating trends that could otherwise be masked or misleading to both investors and management
by the excluded items. Pro forma Adjusted EBITDA is also used by management as a performance measure
in determining certain incentive compensation. These measures should be considered in addition to, not as a
viii


substitute for or superior to, other measures of financial performance prepared in accordance with GAAP.
These measures have limitations as an analytical tool, and should not be considered in isolation or as a
substitute for analysis of the results as reported under GAAP. These measures may not be comparable to
similarly titled measures reported by other companies.
For a reconciliation of the most comparable financial measures under GAAP to the non-GAAP financial
measures, see "Summary--Summary pro forma financial data."
Industry and market data
This Offering Memorandum and/or the documents incorporated by reference herein include industry data that
we obtained from industry publications, surveys, public filings and internal company sources. Industry
publications generally state that the information contained therein has been obtained from sources believed to
be reliable, but there can be no assurance as to the accuracy or completeness of included information. We
have not independently verified any of the data from third-party sources, nor have we ascertained the
underlying economic assumptions relied upon therein. While we are not aware of any misstatements
regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to
change based on various factors, including those discussed under the heading "Risk factors" in this Offering
Memorandum. Neither we nor the Initial Purchasers can guarantee the accuracy or completeness of such
information included in this Offering Memorandum and/or the documents incorporated by reference herein.
Trademarks, service marks and copyrights
We own or have rights to trademarks, service marks or trade names that we use in connection with the
operation of our business. Other trademarks, service marks and trade names appearing in this Offering
Memorandum, to our knowledge, are the property of their respective owners. We also own or have the rights
to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks,
trade names and copyrights referred to in this Offering Memorandum are listed without the ©, ® and TM
symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable
licensors to these trademarks, service marks and trade names.

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Document Outline