PARIS and HOUSTON, Dec. 21, 2016 /PRNewswire/ -- Technip S.A. (Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) announced today that the Chancery Division of the High Court of Justice of England and Wales approved the European cross-border merger between Technip and TechnipFMC and set the date of completion for January 16, 2017, after close of business.
The parties also announced the filing of a Delaware certificate of merger pursuant to which FMC Technologies and a subsidiary of TechnipFMC will merge effective immediately after the merger between Technip and TechnipFMC on January 16, 2017, which will complete the business combination between FMC Technologies and Technip.
Trading of the TechnipFMC shares is expected to begin on January 17, 2017, on Euronext Paris at 9:00 a.m. (Paris time) and on the NYSE at 9:30 a.m. (New York time).
This approval by the High Court of Justice is subject to the Business Combination Agreement not having been terminated by the parties, the approval by the AMF of the prospectus regarding the listing of the TechnipFMC shares on Euronext Paris and the TechnipFMC shares having been authorized for listing and trading on Euronext Paris.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 31,000 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately [14,500] employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Forward-Looking Statements
This communication contains "forward-looking statements." All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to satisfy certain closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC Limited (to be renamed TechnipFMC plc) should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission and those described in Technip S.A.'s annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des marchés financiers). We wish to 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.
For more information, contact | |
For Technip |
For FMC Technologies |
Investors |
Investors |
Aurélia Baudey-Vignaud |
Matt Seinsheimer |
P: +33 1 85 67 43 81 |
P: +1 281.260.3665 |
Elodie Robbe-Mouillot |
|
P: +33 1 85 67 43 86 |
|
Media |
Media |
Christophe Bélorgeot |
Lisa Albiston |
P: +33 1 47 78 39 92 |
P: +1 281.610-9076 |
Laure Montcel |
Lisa Adams |
P: +33 1 49 01 87 81 |
P: +1 281.405.4659 |
SOURCE FMC Technologies, Inc.
HOUSTON, Dec. 5, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) announced today that Maryann Mannen, FMC Technologies' Executive Vice President and Chief Financial Officer, will address attendees on Tuesday, December 6, at 3:35 p.m. ET at the following event:
Event: |
Cowen and Company Energy & Natural Resources Conference |
December 6 – 7, 2016 | |
Location: |
Le Parker Meridien |
119 West 56th Street | |
New York, NY 10019 |
The live webcast will be available at the time of the event and can be accessed at http://ir.fmctechnologies.com/events.cfm. There will be no presentation materials associated with the address.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Investor Relations
Matthew Seinsheimer
P: 281.260.3665
investorrelations@fmcti.com
Media
Lisa Albiston
P: 281.931.2513
media.request@fmcti.com
Lisa Adams
P: 281.405.4659
media.request@fmcti.com
FMC Technologies, Inc.
5875 N Sam Houston
Pkwy W
Houston, Texas 77086
P: 281.591.4000
www.fmctechnologies.com
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON and PARIS, Dec. 5, 2016 /PRNewswire/ -- FMC Technologies Inc. (NYSE: FTI) and Technip S.A. (Euronext: TEC) announced that the companies' respective shareholders voted today to approve the proposed business combination of Technip and FMC Technologies.
Shareholders of both companies voted in favor of resolutions required for the consummation of the proposed combination when they met separately today. FMC Technologies held a special meeting of its shareholders. Technip held an extraordinary general meeting of Technip shareholders, as well as a special meeting of Technip shareholders that hold double voting rights.
The proposed combination remains subject to certain regulatory approvals and consents, as well as other customary closing conditions. In accordance with English law, the completion date will be set by an order of the Chancery Division of the High Court of Justice expected to be issued on December 21, 2016. The transaction is expected to close in early 2017.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 31,000 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com.
For more information, contact
For Technip |
For FMC Technologies |
Investors Aurélia Baudey-Vignaud P: +33 1 85 67 43 81
Elodie Robbe-Mouillot P: +33 1 85 67 43 86 |
Investors Matt Seinsheimer P: +1 281.260.3665 |
Media Christophe Bélorgeot P: +33 1 47 78 39 92
Laure Montcel P: +33 1 49 01 87 81 |
Media Lisa Albiston P: +1 281.610.9076
Lisa Adams P: +1 281.405.4659 |
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements." All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to satisfy certain closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC Limited (to be renamed TechnipFMC plc) ("TechnipFMC") should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip S.A.'s ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des marchés financiers or the "AMF"). We wish to 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Has Been Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "proxy statement/prospectus"). The registration statement on Form S-4 was declared effective by the SEC on October 24, 2016 and a definitive proxy statement/prospectus has been delivered as required by applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Has Been Made Available in an Information Document
Technip has made available an information document in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Information Document"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the Information Document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in a Prospectus Prepared in Accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the definitive proxy statement/prospectus and the Information Document. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON and PARIS, Dec. 1, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) and Technip (Euronext: TEC) today announced that the pending combination between the companies has received a clearance decision issued by the General Superintendent of the Administrative Council for Economic Defense (CADE), the Brazilian antitrust authority. The decision is subject to a 15-day waiting period.
As previously announced on May 19, 2016, Technip and FMC Technologies will combine to create a global leader that will drive change by redefining the production and transformation of oil and gas. Brazil is the last outstanding antitrust clearance required prior to closing. Clearance decisions have previously been provided by antitrust authorities in the United States, the European Union, India, Turkey, Mexico and Russia. The pending transaction remains subject to other closing conditions, including approval of the transaction by FMC Technologies' and Technip's shareholders at their respective shareholders meetings scheduled on December 5, 2016, as well as certain regulatory approvals and customary closing conditions. The transaction is expected to close in early 2017, subject to the satisfaction of these other closing conditions.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 31,000 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX:TKPPY). Visit us at www.technip.com.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
For more information, contact
For Technip |
For FMC Technologies |
Investors Aurélia Baudey-Vignaud P: +33 1 85 67 43 81
Elodie Robbe-Mouillot P: +33 1 85 67 43 86
|
Investors Matt Seinsheimer P: +1 281.260.3665
|
Media Christophe Bélorgeot P: +33 (0) 1 47 78 39 92
Laure Montcel P: +33 1 49 01 87 81
|
Media Lisa Albiston P: +1 281.610-9076
Lisa Adams P: +1 281.405.4659
|
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements." All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC Limited (to be renamed TechnipFMC plc) ("TechnipFMC") should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip S.A.'s ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des marchés financiers or the "AMF"). We wish to 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Has Been Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "proxy statement/prospectus"). The registration statement on Form S-4 was declared effective by the SEC on October 24, 2016 and a definitive proxy statement/prospectus has been delivered as required by applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Has Been Made Available in an Information Document
Technip has made available an information document in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Information Document"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the Information Document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in a Prospectus Prepared in Accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the definitive proxy statement/prospectus and the Information Document. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
PARIS and HOUSTON, Nov. 24, 2016 /PRNewswire/ -- Technip S.A. (Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) today announced their respective designees to the Board of Directors of the combined company, TechnipFMC, effective at the close of the proposed combination.
The Board of Directors of the combined company will comprise 14 directors, seven designated by FMC Technologies and seven designated by Technip as set forth below. FMC Technologies will appoint the initial Independent Lead Director, in accordance with the terms of the Business Combination Agreement. The Board of Directors will have four committees: Audit, Nominating and Governance, Compensation, and Strategy. The committee chairs and Independent Lead Director are indicated below.
The slate of directors nominated by Technip is:
The slate of directors nominated by FMC Technologies is:
As previously announced, the transaction is expected to be completed in early 2017 and is subject to approval by FMC Technologies' and Technip's stockholders, the receipt of required antitrust and regulatory clearances and other customary closing conditions.
Brief biographies for each of the new Board of Directors designees are included below.
Arnaud Caudoux is Chief Financial Officer, Executive Director and Head of guarantee activities of Bpifrance. Prior to this role, he held various executive positions at Bpifrance and OSEO. Mr. Caudoux started his career in 1997 at Accenture as a consultant before joining AT Kearney.
Pascal Colombani has been 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). He held various executive positions and directorships in both the public and private sectors, including in Schlumberger, the French Ministry of Research, the French Atomic Energy Commission (CEA) and Areva.
Eleazar de Carvalho Filho has been a member of the FMC Technologies board of directors since 2010. Mr. de Carvalho Filho is a Founding Partner of Virtus BR Partners Assessoria Corporativa Ltda., Sinfonia Consultoria Financeira e Participações Ltda., Iposeira Capital Ltda. and STK Capital Gestora de Recursos Ltda. Mr. de Carvalho Filho also currently serves on the board of directors of publicly traded Brookfield Renewable Energy Partners L.P., Companhia Brasileira de Distribuicão—Grupo Pão de Acúcar and Cnova N.V.
Marie-Ange Debon has been 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).
Claire S. Farley has 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, since 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. Ms. Farley also currently serves on the board of directors of publicly traded LyondellBasell Industries B.V.
Didier Houssin has 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 has been a member of the FMC Technologies board of directors since 2013. From January 2011, Mr. Mellbye served as Executive Vice President, Development & Production, International, of Statoil ASA, where he worked from 1982 until his retirement in September 2012.
John O'Leary has been 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 has been a member of the FMC Technologies board of directors since 2002. From March 1999 until his retirement in January 2000, Mr. Pattarozzi served as Vice President of Shell Oil Company, where he had worked since October 1991 Mr. Pattarozzi also currently serves on the board of directors of publicly traded Stone Energy Corporation and Tidewater Inc.
Douglas J. Pferdehirt is the President and Chief Executive Officer of FMC Technologies and has been a member of the FMC Technologies board of directors since 2016. Prior to joining FMC Technologies as Chief Operating Officer in August 2012, Mr. Pferdehirt worked for Schlumberger Limited for more than 26 years in a number of executive leadership positions.
Thierry Pilenko is the Chairman and Chief Executive Officer of Technip and has been a member of the Technip board of directors since 2007. Before joining Technip in 2007, Mr. Pilenko was Chairman and Chief Executive Officer of Veritas DGC. Prior to this, Mr. Pilenko held various management and executive positions with Schlumberger where he started in 1984 as a geologist.
Kay G. Priestly has been a member of the FMC Technologies board of directors since 2015. Ms. Priestly served as Chief Executive Officer of Turquoise Hill Resources Ltd., an international mining company, from May 2012 until her retirement in December 2014. Prior to this, Ms. Priestly held executive positions at Rio Tinto Copper, a global metal and mining corporation, and spent over 24 years with global professional services firm, Arthur Andersen. Ms. Priestly also currently serves on the board of directors of publicly traded New Gold Inc. and Stone Energy Corporation.
Joseph Rinaldi has been a member of the Technip board of directors since 2009. He is a partner in the international law firm of Davis Polk & Wardwell and has been a senior partner in the Paris office.
James M. Ringler has been a member of the FMC Technologies board of directors 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. Mr. Ringler also currently serves on the board of directors of publicly traded Autoliv Inc., John Bean Technologies Corporation and The Dow Chemical Company.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 31,000 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com.
For more information, contact:
For Technip |
For FMC Technologies |
Investors Aurélia Baudey-Vignaud P: +33 1 85 67 43 81
Elodie Robbe-Mouillot P: +33 1 85 67 43 86
|
Investors Matt Seinsheimer P: +1 281.260.3665
|
Media Christophe Bélorgeot P: +33 1 47 78 39 92
Laure Montcel P: +33 1 49 01 87 81
|
Media Lisa Albiston P: +1 281.610.9076
Lisa Adams P: +1 281.405.4659
|
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements." All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip S.A.'s ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des marchés financiers or the "AMF"). We wish to 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Has Been Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "proxy statement/prospectus"). The registration statement on Form S-4 was declared effective by the SEC on October 24, 2016 and a definitive proxy statement/prospectus has been delivered as required by applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Has Been Made Available in an Information Document
Technip has made available an information document in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Information Document"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the Information Document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in a Prospectus Prepared in Accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the definitive proxy statement/prospectus and the Information Document. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
PARIS and HOUSTON, Nov. 23, 2016 /PRNewswire/ -- Technip S.A. (Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) today announced their respective designees to the Board of Directors of the combined company, TechnipFMC, effective at the close of the proposed combination.
The Board of Directors of the combined company will comprise 14 directors, seven designated by FMC Technologies and seven designated by Technip as set forth below. FMC Technologies will appoint the initial Independent Lead Director, in accordance with the terms of the Business Combination Agreement. The Board of Directors will have four committees: Audit, Nominating and Governance, Compensation, and Strategy. The committee chairs and Independent Lead Director are indicated below.
The slate of directors nominated by Technip is:
The slate of directors nominated by FMC Technologies is:
As previously announced, the transaction is expected to be completed in early 2017 and is subject to approval by FMC Technologies' and Technip's stockholders, the receipt of required antitrust and regulatory clearances and other customary closing conditions.
Brief biographies for each of the new Board of Directors designees are included below.
Arnaud Caudoux is Chief Financial Officer, Executive Director and Head of guarantee activities of Bpifrance. Prior to this role, he held various executive positions at Bpifrance and OSEO. Mr. Caudoux started his career in 1997 at Accenture as a consultant before joining AT Kearney.
Pascal Colombani has been 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). He held various executive positions and directorships in both the public and private sectors, including in Schlumberger, the French Ministry of Research, the French Atomic Energy Commission (CEA) and Areva.
Eleazar de Carvalho Filho has been a member of the FMC Technologies board of directors since 2010. Mr. de Carvalho Filho is a Founding Partner of Virtus BR Partners Assessoria Corporativa Ltda., Sinfonia Consultoria Financeira e Participações Ltda., Iposeira Capital Ltda. and STK Capital Gestora de Recursos Ltda. Mr. de Carvalho Filho also currently serves on the board of directors of publicly traded Brookfield Renewable Energy Partners L.P., Companhia Brasileira de Distribuicão—Grupo Pão de Acúcar and Cnova N.V.
Marie-Ange Debon has been 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).
Claire S. Farley has been a member of the FMC Technologies board of directors since 2009. Ms. Farley is a member of KKR Management LLC as of December 2012. She works in KKR's Energy Group and 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. Ms. Farley also currently serves on the board of directors of publicly traded LyondellBasell Industries B.V.
Didier Houssin has 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 has been a member of the FMC Technologies board of directors since 2013. Mr. Mellbye served as Executive Vice President, Development & Production, International, of Statoil ASA from January 2011, where he worked from 1982 until his retirement in September 2012.
John O'Leary has been 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 has been a member of the FMC Technologies board of directors since 2002. Mr. Pattarozzi served as Vice President of Shell Oil Company, where he had worked since October 1991, from March 1999 until his retirement in January 2000. Mr. Pattarozzi also currently serves on the board of directors of publicly traded Stone Energy Corporation and Tidewater Inc.
Douglas J. Pferdehirt is the President and Chief Executive Officer of FMC Technologies and has been a member of the FMC Technologies board of directors since 2016. Prior to joining FMC Technologies as Chief Operating Officer in August 2012, Mr. Pferdehirt worked for Schlumberger Limited for more than 26 years in a number of executive leadership positions.
Thierry Pilenko is the Chairman and Chief Executive Officer of Technip and has been a member of the Technip board of directors since 2007. Before joining Technip in 2007, Mr. Pilenko was Chairman and Chief Executive Officer of Veritas DGC. Prior to this, Mr. Pilenko held various management and executive positions with Schlumberger where he started in 1984 as a geologist.
Kay G. Priestly has been a member of the FMC Technologies board of directors since 2015. Ms. Priestly served as Chief Executive Officer of Turquoise Hill Resources Ltd., an international mining company, from May 2012 until her retirement in December 2014. Ms. Priestly also currently serves on the board of directors of publicly traded Stone Energy Corporation and Tidewater Inc.
Joseph Rinaldi has been a member of the Technip board of directors since 2009. He is a partner in the international law firm of Davis Polk & Wardwell and has been a senior partner in the Paris office.
James M. Ringler has been a member of the FMC Technologies board of directors 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. Mr. Ringler also currently serves on the board of directors of publicly traded Autoliv Inc., John Bean Technologies Corporation and the Dow Jones Chemical Company.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 31,000 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com.
For more information, contact:
For Technip |
For FMC Technologies |
Investors Aurélia Baudey-Vignaud P: +33 1 85 67 43 81
Elodie Robbe-Mouillot P: +33 1 85 67 43 86
|
Investors Matt Seinsheimer P: +1 281.260.3665
|
Media Christophe Bélorgeot P: +33 1 47 78 39 92
Laure Montcel P: +33 1 49 01 87 81
|
Media Lisa Albiston P: +1 281.610.9076
Lisa Adams P: +1 281.405.4659
|
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements." All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip S.A.'s ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des marchés financiers or the "AMF"). We wish to 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Has Been Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "proxy statement/prospectus"). The registration statement on Form S-4 was declared effective by the SEC on October 24, 2016 and a definitive proxy statement/prospectus has been delivered as required by applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Has Been Made Available in an Information Document
Technip has made available an information document in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Information Document"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the Information Document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in a Prospectus Prepared in Accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the definitive proxy statement/prospectus and the Information Document. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON and PARIS, Nov. 23, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) and Technip (Euronext: TEC) today announced that the pending combination between the companies has received a clearance decision from the European Commission under Council Regulation (EC) No 139/2004.
As previously announced on May 19, 2016, Technip and FMC Technologies will combine to create a global leader that will drive change by redefining the production and transformation of oil and gas. The companies have scheduled their respective shareholders' meetings on December 5, 2016, to vote on the proposed combination. Clearance decisions have previously been provided by antitrust authorities in the United States, India, Turkey, Mexico and Russia. The pending transaction remains subject to other closing conditions, including approval of FMC Technologies and Technip shareholders, as well as certain antitrust and regulatory approvals and customary closing conditions. The transaction is expected to close in early 2017, subject to the satisfaction of these other closing conditions.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 31,000 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX:TKPPY). Visit us at www.technip.com.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
For more information, contact
For Technip |
For FMC Technologies |
Investors Aurélia Baudey-Vignaud P: +33 1 85 67 43 81
Elodie Robbe-Mouillot P: +33 1 85 67 43 86
|
Investors Matt Seinsheimer P: +1 281.260.3665
|
Media Christophe Bélorgeot P: +33 (0) 1 47 78 39 92
Laure Montcel P: +33 1 49 01 87 81
|
Media Lisa Albiston P: +1 281.610-9076
Lisa Adams P: +1 281.405.4659
|
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements." All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC Limited (to be renamed TechnipFMC plc) ("TechnipFMC") should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip S.A.'s ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des marchés financiers or the "AMF"). We wish to 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Has Been Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "proxy statement/prospectus"). The registration statement on Form S-4 was declared effective by the SEC on October 24, 2016 and a definitive proxy statement/prospectus has been delivered as required by applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Has Been Made Available in an Information Document
Technip has made available an information document in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Information Document"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the Information Document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in a Prospectus Prepared in Accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the definitive proxy statement/prospectus and the Information Document. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON and PARIS, Nov. 4, 2016 /PRNewswire/ -- The FMC Technologies and Technip alliance has received an integrated engineering, procurement, construction and installation (EPCI) contract from Statoil for its Trestakk field in the Norwegian Sea. The contract was won based on an optimized subsea field layout, accomplished through close collaboration with Statoil during a FEED study performed by FMC Technologies' and Technip's joint venture Forsys Subsea.
Technip will supply the flexible riser, production flowline, gas injection line, flexible jumpers and umbilicals. FMC Technologies will provide the subsea production system — including subsea trees and completion system, a manifold, wellheads, subsea and topside control systems — as well as tie-in hardware and tools.
"This award demonstrates that our alliance with Technip can deliver real benefits to customers by integrating our products, systems and services," said FMC Technologies President and CEO Doug Pferdehirt. "It shows that customers are embracing a new way of doing business that involves engaging with us early through integrated FEED studies that can lead to integrated EPCI projects. This provides us with even greater confidence that TechnipFMC, as one company, will be uniquely positioned to deliver truly integrated projects."
"Our value proposition builds on early involvement and integrated solutions. Through earlier and broader vision on projects, we can simplify subsea field architectures and thus help our clients to significantly improve project economics," said Thierry Pilenko, Technip's Chairman and CEO. "We are proud to work with Statoil on the Trestakk project."
Trestakk is an oil and associated gas field located in the Norwegian Sea in block 6406/3, production license PL091, about 27 kilometers southeast of Åsgard A. The water depth in the region is approximately 300 meters.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 32,500 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges.
Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction.
Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the U.S. on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY).
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
For more information, contact |
||
For Technip |
For FMC Technologies | |
Investors |
Investors | |
Aurélia Baudey-Vignaud |
Matt Seinsheimer | |
P: +33 (0) 1 85 67 43 81 |
P: 281.260.3665 | |
Elodie Robbe-Mouillot |
||
P: +33 (0) 1 85 67 43 86 |
||
Media |
Media | |
Laure Montcel |
Lisa Albiston | |
P: +33 (0) 1 49 01 87 81 |
P: 281.610-9076 | |
Delphine Nayral |
Lisa Adams | |
P: +33 (0) 1 47 78 34 83 |
P: 281.405.4659 | |
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The word "estimated" 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. Known material factors that could cause our actual results to differ from those in the forward-looking statements include the Company's ability to successfully deliver, and the customer's acceptance of, the subsea products ordered. For additional information regarding known material factors that could cause actual results to differ from projected results, please see the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2015, as well as its other filings with the Securities and Exchange Commission. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any of its forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Photo - http://photos.prnewswire.com/prnh/20161103/436006
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
PARIS and HOUSTON, Oct. 25, 2016 /PRNewswire/ -- Technip (Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) today announced that the companies have scheduled their respective shareholders' meetings on December 5, 2016 to vote on the proposed combination of Technip and FMC Technologies.
Technip's board of directors convened a general meeting of Technip shareholders for December 5, 2016 to vote on the proposed combination, as well as a special meeting of Technip shareholders that hold double voting rights to vote on the removal of the double voting rights, subject to the completion of the proposed combination.
FMC Technologies will hold a special meeting of shareholders on December 5, 2016 to vote on the proposed combination.
As announced on May 19, 2016, Technip and FMC Technologies intend to combine to create a global leader that will drive change by redefining the production and transformation of oil and gas.
A combined proxy statement of FMC Technologies regarding the special meeting and registration statement of TechnipFMC on Form S-4 was declared effective by the United States Securities and Exchange Commission on October 24, 2016, and a definitive combined proxy statement and prospectus will be mailed to FMC Technologies shareholders.
The cross-border merger terms entered into between Technip and TechnipFMC on October 4, 2016 following their approval by the board of directors of Technip, the reports of the board of Technip to Technip's shareholders (including the information document prepared for the purpose of the proposed cross-border merger of Technip with TechnipFMC), and the resolutions to be submitted to the Technip shareholders' general meeting and the special meeting of the Technip shareholders holding double voting rights are available on Technip's website.
In addition to the approval of Technip and FMC Technologies shareholders, the proposed combination remains subject to other closing conditions, including the conclusion of antitrust review in certain countries, other regulatory approvals, and other customary closing conditions. The combination is expected to close in early 2017, subject to the satisfaction of these conditions.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our close to 32,500 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY).Visit us at www.technip.com
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
For more information, contact
For Technip |
For FMC Technologies |
Investors Aurélia Baudey-Vignaud P: +33 (0) 1 85 67 43 81
Elodie Robbe-Mouillot P: +33 (0) 1 85 67 43 86
|
Investors Matt Seinsheimer P: 281.260.3665
|
Media Christophe Bélorgeot P: +33 (0) 1 47 78 39 92
Laure Montcel P: +33 (0) 1 49 01 87 81
|
Media Lisa Albiston P: 281.610-9076
Lisa Adams P: 281.405.4659
|
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements." All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC Limited (to be renamed TechnipFMC plc) ("TechnipFMC") should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip S.A.'s ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des marchés financiers or the "AMF"). We wish to 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Has Been Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC and includes the proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "Registration Statement"). The Registration Statement will be delivered as required by applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Registration Statement and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the Registration Statement and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Has Been Made Available in an Information Document
Technip has made available an information document in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Information Document"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the Information Document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in a Prospectus Prepared in Accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the Registration Statement and the Information Document. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Registration Statement filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
Logo - http://photos.prnewswire.com/prnh/20161025/432458LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, Oct. 19, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE:FTI) today reported third quarter 2016 revenue of $1.1 billion, down 29 percent from the prior-year quarter primarily due to lower activity across all reporting segments. Diluted earnings per share from continuing operations were $0.20, which includes total Company pre-tax charges of $43 million, or $0.15 per diluted share as detailed in the attached financial schedules. Adjusted diluted earnings per share from continuing operations were $0.35.
"Subsea Technologies achieved further improvement in segment operating margins, with third quarter results being the highest levels we have recorded in 2016," said Doug Pferdehirt, President and CEO of FMC Technologies. "The strong performance resulted from solid project execution, combined with the benefits of our cost reduction actions that continued in the quarter. We have used this downturn as a catalyst to make fundamental changes to our business model that will continue to provide sustainable benefits."
Total inbound orders were $692.2 million, including $401 million in Subsea Technologies orders. Backlog for the Company was $3 billion, including Subsea Technologies backlog of $2.5 billion.
"We received our second subsea multiphase boosting pump order in the quarter. This award, for ENI's Block 15/06 West Hub Development, further demonstrates our capabilities in this attractive growth segment," Pferdehirt added. "We anticipate that small order intake will continue to improve and that large project orders will follow as operators embrace strategies that improve project economics through the acceleration of time to first oil, schedule certainty, and lower costs. At FMC Technologies, our relentless focus on these key drivers is yielding benefits for our customers today and will result in even greater benefits in the future."
Review of Operations – Third Quarter 2016
Subsea Technologies
Subsea Technologies third quarter revenue was $798.4 million, down 27 percent from the prior-year quarter, primarily due to lower inbound orders achieved during 2015 that affected the backlog coming into the year.
Subsea Technologies operating profit was $119.7 million; adjusted operating profit was $125.1 million, excluding charges of $5.4 million as shown in the attached financial schedules.
Subsea Technologies operating margins were 15 percent; adjusted operating margins were 15.7 percent, excluding charges.
Subsea Technologies inbound orders for the third quarter were $401 million. Backlog was $2.5 billion, compared to prior-year backlog of $4.3 billion.
Surface Technologies
Surface Technologies third quarter revenue was $218.1 million, down 40 percent from the prior-year quarter, primarily due to the 43 percent decline in the North American rig count average.
Surface Technologies reported an operating loss of $19.6 million; adjusted operating loss was $5.2 million, excluding charges of $14.4 million mainly for restructuring initiatives in North America. This is shown in the attached financial schedules.
Surface Technologies inbound orders for the third quarter were $242.2 million. Backlog was $379.3 million, predominantly related to the Company's wellhead business outside of North America.
Energy Infrastructure
Energy Infrastructure third quarter revenue was $77.1 million, down 21 percent from the prior-year quarter, due to lower activity across the segment.
Energy Infrastructure reported operating profit of $2.5 million; adjusted operating profit was $3.7 million, excluding charges of $1.2 million as shown in the attached financial schedules.
Energy Infrastructure operating margins were 3.3 percent; adjusted operating margins were 4.9 percent, excluding charges.
Energy Infrastructure inbound orders for the third quarter were $55.9 million. Backlog was $112.4 million.
Corporate Items
Corporate expense in the third quarter was $14.2 million.
Other revenue and other expense, net, increased $21.9 million from the prior-year quarter to $43.8 million of expense. Items of significance included the following:
Net interest expense was $7.7 million in the quarter.
The Company ended the quarter with net debt of $189.9 million, down $61.4 million sequentially. Cash and cash equivalents were $1.1 billion.
In accordance with the Business Combination Agreement related to our proposed merger with Technip S.A., the Company has suspended share repurchase activity until the completion of the proposed merger. Accordingly, the Company did not repurchase any common stock during the quarter.
Depreciation and amortization for the third quarter was $57.3 million and capital expenditures were $26.1 million.
The Company recorded a negative effective tax rate of 25.8 percent for the third quarter. The tax benefit of $9.5 million reflects the quarterly impact from the change in the full year estimated earnings mix, due mainly to lower North American profit as well as tax benefits associated with the charges taken in the quarter.
Summary
FMC Technologies reported third quarter diluted earnings per share from continuing operations of $0.20.
Adjusted diluted earnings per share from continuing operations were $0.35, when excluding total Company pre-tax charges of $43 million, or $0.15 per diluted share. These charges included restructuring and other severance charges, business combination transaction and integration costs, transition and facility consolidation costs, and impairment and other charges.
The Company recorded Subsea Technologies revenue of $798.4 million in the quarter with margins of 15 percent; adjusted operating margins were 15.7 percent, excluding charges.
Total inbound orders of $692.2 million in the third quarter included $401 million in Subsea Technologies orders.
The Company's backlog stands at $3 billion, including Subsea Technologies backlog of $2.5 billion.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 14,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words such as "expected," "continue," "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. FMC Technologies cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. 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 Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as the following: demand for our products and services, which is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets; potential liabilities arising out of the installation or use of our products; U.S. and international laws and regulations, including environmental regulations, that may increase our costs, limit the demand for our products and services or restrict our operations; disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business; fluctuations in currency markets worldwide; cost overruns that may affect profit realized on our fixed price contracts; disruptions in the timely delivery of our backlog and its effect on our future sales, profitability, and our relationships with our customers; the cumulative loss of major contracts or alliances; rising costs and availability of raw materials; a failure of our information technology infrastructure or any significant breach of security; our ability to develop and implement new technologies and services, as well as our ability to protect and maintain critical intellectual property assets; the outcome of uninsured claims and litigation against us; deterioration in future expected profitability or cash flows and its effect on our goodwill; a downgrade in the ratings of our debt could restrict our ability to access the debt capital markets; continuing consolidation within our industry; and our dependence on the continuing services of certain of our key managers and employees. FMC Technologies undertakes no obligation to publicly update or revise any of its 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.
Investor Relations
Matt Seinsheimer
P: 281.260.3665
investorrelations@fmcti.com
Media
Lisa Albiston
P: 281.931.2513
media.request@fmcti.com
Lisa Adams
P: 281.405.4659
media.request@fmcti.com
FMC Technologies, Inc.
5875 N Sam Houston
Pkwy W
Houston, Texas 77086
P: 281.591.4000
www.fmctechnologies.com
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||
(In millions except per share amounts, unaudited) | ||||||||
Three Months Ended |
Nine Months Ended | |||||||
September 30 |
September 30 | |||||||
2016 |
2015 |
2016 |
2015 | |||||
Revenue |
$ |
1,091.2 |
$ |
1,545.0 |
$ |
3,450.2 |
$ |
4,935.4 |
Costs and expenses |
1,038.3 |
1,422.2 |
3,325.8 |
4,426.0 | ||||
52.9 |
122.8 |
124.4 |
509.4 | |||||
Other expense, net |
(8.7) |
(12.7) |
(29.4) |
(34.1) | ||||
Income before net interest expense and income taxes |
44.2 |
110.1 |
95.0 |
475.3 | ||||
Net interest expense |
(7.7) |
(8.1) |
(22.8) |
(24.4) | ||||
Income before income taxes |
36.5 |
102.0 |
72.2 |
450.9 | ||||
Provision (benefit) for income taxes |
(9.5) |
19.5 |
9.0 |
112.3 | ||||
Income from continuing operations |
46.0 |
82.5 |
63.2 |
338.6 | ||||
Loss from discontinued operations, net of income taxes (1) |
(14.0) |
- |
(14.0) |
- | ||||
Net income |
32.0 |
82.5 |
49.2 |
338.6 | ||||
Net (income) loss attributable to noncontrolling interests |
0.3 |
(0.5) |
0.4 |
(1.1) | ||||
Net income attributable to FMC Technologies, Inc. |
$ |
32.3 |
$ |
82.0 |
$ |
49.6 |
$ |
337.5 |
Earnings (loss) per share attributable to FMC Technologies, Inc.: |
||||||||
Continuing operations |
$ |
0.20 |
$ |
0.36 |
$ |
0.28 |
$ |
1.46 |
Discontinued operations |
(0.06) |
- |
(0.06) |
- | ||||
Basic earnings per share |
$ |
0.14 |
$ |
0.36 |
$ |
0.22 |
$ |
1.46 |
Continuing operations |
$ |
0.20 |
$ |
0.35 |
$ |
0.28 |
$ |
1.45 |
Discontinued operations |
(0.06) |
- |
(0.06) |
- | ||||
Diluted earnings per share |
$ |
0.14 |
$ |
0.35 |
$ |
0.22 |
$ |
1.45 |
Weighted average shares outstanding: |
||||||||
Basic |
226.9 |
230.2 |
227.3 |
231.6 | ||||
Diluted |
228.2 |
231.0 |
228.5 |
232.5 |
(1) Loss from discontinued operations represents a tax assessment charge by the Algerian Tax Authority related to SOFEC Floating Systems, Inc., a former wholly-owned subsidiary disposed in 2006. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | |||||||||
BUSINESS SEGMENT DATA | |||||||||
(Unaudited and in millions) | |||||||||
Three Months Ended |
Nine Months Ended | ||||||||
September 30 |
September 30 | ||||||||
2016 |
2015 |
2016 |
2015 | ||||||
Revenue |
|||||||||
Subsea Technologies |
$ |
798.4 |
$ |
1,093.7 |
$ |
2,516.6 |
$ |
3,490.3 | |
Surface Technologies |
218.1 |
361.0 |
702.3 |
1,170.6 | |||||
Energy Infrastructure |
77.1 |
97.1 |
246.3 |
299.4 | |||||
Other revenue (1) and intercompany eliminations |
(2.4) |
(6.8) |
(15.0) |
(24.9) | |||||
$ |
1,091.2 |
$ |
1,545.0 |
$ |
3,450.2 |
$ |
4,935.4 | ||
Income before income taxes |
|||||||||
Segment operating profit (loss) |
|||||||||
Subsea Technologies |
$ |
119.7 |
$ |
170.7 |
$ |
326.4 |
$ |
522.9 | |
Surface Technologies |
(19.6) |
(22.5) |
(69.9) |
67.9 | |||||
Energy Infrastructure |
2.5 |
(2.0) |
7.0 |
6.2 | |||||
Intercompany eliminations |
(0.1) |
- |
0.1 |
- | |||||
Total segment operating profit |
102.5 |
146.2 |
263.6 |
597.0 | |||||
Corporate items |
|||||||||
Corporate expense (2) |
(14.2) |
(14.7) |
(41.6) |
(45.0) | |||||
Other revenue (1) and other expense, net (3) |
(43.8) |
(21.9) |
(126.6) |
(77.8) | |||||
Net interest expense |
(7.7) |
(8.1) |
(22.8) |
(24.4) | |||||
Total corporate items |
(65.7) |
(44.7) |
(191.0) |
(147.2) | |||||
Income before income taxes attributable to FMC Technologies, Inc. (4) |
$ |
36.8 |
$ |
101.5 |
$ |
72.6 |
$ |
449.8 |
(1) Other revenue comprises certain unrealized gains and losses on derivative instruments related to unexecuted sales contracts. | ||||||||||
(2) Corporate expense primarily includes corporate staff expenses. | ||||||||||
(3) Other expense, net, generally includes stock-based compensation, other employee benefits, LIFO adjustments, certain foreign exchange gains and losses, and the impact of unusual or strategic transactions not representative of segment operations. | ||||||||||
(4) Excludes amounts attributable to noncontrolling interests. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||||||
BUSINESS SEGMENT DATA | ||||||||||
(Unaudited and in millions) | ||||||||||
Three Months Ended |
Nine Months Ended | |||||||||
September 30 |
September 30 | |||||||||
2016 |
2015 |
2016 |
2015 | |||||||
Inbound Orders |
||||||||||
Subsea Technologies |
$ |
401.0 |
$ |
1,049.0 |
$ |
1,081.0 |
$ |
2,612.7 | ||
Surface Technologies |
242.2 |
398.1 |
643.8 |
1,030.6 | ||||||
Energy Infrastructure |
55.9 |
81.8 |
191.8 |
290.3 | ||||||
Intercompany eliminations and other |
(6.9) |
(2.9) |
(14.9) |
(13.0) | ||||||
Total inbound orders |
$ |
692.2 |
$ |
1,526.0 |
$ |
1,901.7 |
$ |
3,920.6 | ||
September 30 |
||||||||||
2016 |
2015 |
|||||||||
Order Backlog |
||||||||||
Subsea Technologies |
$ |
2,534.0 |
$ |
4,287.6 |
||||||
Surface Technologies |
379.3 |
495.0 |
||||||||
Energy Infrastructure |
112.4 |
172.8 |
||||||||
Intercompany eliminations |
(2.8) |
(2.8) |
||||||||
Total order backlog |
$ |
3,022.9 |
$ |
4,952.6 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
(In millions) | ||||
September 30, |
December 31, | |||
2016 |
2015 | |||
(Unaudited) |
As Adjusted | |||
Cash and cash equivalents |
$ |
1,074.2 |
$ |
916.2 |
Trade receivables, net |
681.0 |
884.0 | ||
Costs in excess of billings |
638.9 |
638.4 | ||
Inventories, net |
641.6 |
764.1 | ||
Other current assets |
466.6 |
727.5 | ||
Total current assets |
3,502.3 |
3,930.2 | ||
Property, plant and equipment, net |
1,309.6 |
1,371.5 | ||
Goodwill |
523.9 |
514.7 | ||
Intangible assets, net |
225.0 |
246.3 | ||
Other assets |
402.9 |
356.7 | ||
Total assets |
$ |
5,963.7 |
$ |
6,419.4 |
Short-term debt and current portion of long-term debt |
$ |
19.0 |
$ |
21.9 |
Accounts payable, trade |
375.3 |
519.3 | ||
Advance payments |
400.5 |
464.2 | ||
Billings in excess of costs |
110.4 |
200.4 | ||
Other current liabilities |
740.8 |
1,099.5 | ||
Total current liabilities |
1,646.0 |
2,305.3 | ||
Long-term debt, less current portion |
1,245.1 |
1,134.1 | ||
Other liabilities |
378.7 |
436.8 | ||
FMC Technologies, Inc. stockholders' equity |
2,678.3 |
2,524.1 | ||
Noncontrolling interest |
15.6 |
19.1 | ||
Total liabilities and equity |
$ |
5,963.7 |
$ |
6,419.4 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
(Unaudited and in millions) | ||||
Nine Months Ended | ||||
September 30 | ||||
2016 |
2015 | |||
Cash provided (required) by operating activities: |
||||
Net income |
$ |
49.2 |
$ |
338.6 |
Depreciation and amortization |
181.1 |
182.5 | ||
Trade accounts receivable, net and costs in excess of billings |
264.8 |
181.3 | ||
Inventories, net |
127.3 |
105.2 | ||
Accounts payable, trade |
(156.6) |
(140.6) | ||
Advance payments and billings in excess of costs |
(182.9) |
(241.3) | ||
Asset impairment charges |
40.2 |
64.4 | ||
Other |
(87.7) |
10.9 | ||
Net cash provided by operating activities from continuing operations |
235.4 |
501.0 | ||
Net cash required by operating activities from discontinued operations |
(8.1) |
- | ||
Net cash provided by operating activities |
227.3 |
501.0 | ||
Cash provided (required) by investing activities: |
||||
Capital expenditures |
(93.1) |
(211.0) | ||
Investment in joint ventures |
(52.9) |
(5.0) | ||
Proceeds from sale of Wireline |
19.0 |
- | ||
Other investing |
6.8 |
4.3 | ||
Net cash required by investing activities |
(120.2) |
(211.7) | ||
Cash provided (required) by financing activities: |
||||
Net increase (decrease) in debt |
95.6 |
(7.7) | ||
Purchase of stock held in treasury |
(54.8) |
(148.0) | ||
Other financing |
(11.4) |
(25.8) | ||
Net cash provided (required) by financing activities |
29.4 |
(181.5) | ||
Effect of changes in foreign exchange rates on cash and cash equivalents |
21.5 |
(35.1) | ||
Increase in cash and cash equivalents |
158.0 |
72.7 | ||
Cash and cash equivalents, beginning of period |
916.2 |
638.8 | ||
Cash and cash equivalents, end of period |
$ |
1,074.2 |
$ |
711.5 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||
(In millions except per share amounts, unaudited) | ||||
Three Months Ended | ||||
September 30 | ||||
2016 |
2015 | |||
(after-tax) |
||||
Income from continuing operations, excluding charges |
$ |
80 |
$ |
140 |
Impairment and other charges (1) |
(1) |
(45) | ||
Restructuring and other severance charges (2) |
(20) |
(13) | ||
Business combination transaction and integration costs (3) |
(11) |
- | ||
Transition and facility consolidation costs (4) |
(2) |
- | ||
Income from continuing operations, as reported |
$ |
46 |
$ |
82 |
Diluted EPS from continuing operations, excluding charges |
$ |
0.35 |
$ |
0.61 |
Diluted EPS from continuing operations, as reported |
$ |
0.20 |
$ |
0.35 |
(1) Tax effect of nil and $15 million during the three months ended September 30, 2016 and 2015, respectively. | ||||
(2) Tax effect of $8 million and $5 million during the three months ended September 30, 2016 and 2015, respectively. | ||||
(3) Tax effect of $1 million during the three months ended September 30, 2016. | ||||
(4) Tax effect of $1 million during the three months ended September 30, 2016. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||||
(In millions, unaudited) | ||||||
Three Months Ended | ||||||
September 30, 2016 | ||||||
Subsea |
Surface |
Energy | ||||
(pre-tax) |
||||||
Segment operating profit (loss), excluding charges |
$ |
125.1 |
$ |
(5.2) |
$ |
3.7 |
Impairment and other charges |
(0.5) |
(0.5) |
- | |||
Restructuring and other severance charges |
(4.9) |
(13.9) |
(1.2) | |||
Segment operating profit (loss), as reported |
$ |
119.7 |
$ |
(19.6) |
$ |
2.5 |
Segment operating profit (loss) as a percent of revenue, excluding charges |
15.7% |
(2.4)% |
4.9% | |||
Segment operating profit (loss) as a percent of revenue, as reported |
15.0% |
(9.0)% |
3.3% | |||
Three Months Ended | ||||||
September 30, 2015 | ||||||
Subsea |
Surface |
Energy | ||||
(pre-tax) |
||||||
Segment operating profit, excluding charges |
$ |
188.0 |
$ |
41.9 |
$ |
1.4 |
Impairment charges |
(2.1) |
(58.0) |
- | |||
Restructuring and other severance charges |
(15.2) |
(1.6) |
(1.7) | |||
Inventory write-downs |
- |
(4.8) |
(1.7) | |||
Segment operating profit (loss), as reported |
$ |
170.7 |
$ |
(22.5) |
$ |
(2.0) |
Segment operating profit as a percent of revenue, excluding charges |
17.2% |
11.6% |
1.4% | |||
Segment operating profit (loss) as a percent of revenue, as reported |
15.6% |
(6.2)% |
(2.1)% |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||
(In millions) | ||||
September 30, |
December 31, | |||
2016 |
2015 | |||
(Unaudited) |
||||
Cash and cash equivalents |
$ |
1,074.2 |
$ |
916.2 |
Short-term debt and current portion of long-term debt |
(19.0) |
(21.9) | ||
Long-term debt, less current portion |
(1,245.1) |
(1,134.1) | ||
Net debt |
$ |
(189.9) |
$ |
(239.8) |
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, Sept. 21, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) announced today that Maryann Mannen, FMC Technologies' Executive Vice President and Chief Financial Officer, will address attendees on Thursday, September 22, at 8:00 a.m. CT at the following event:
Event: |
Johnson Rice 2016 Energy Conference |
September 20 – 22, 2016 | |
Location: |
The Ritz-Carlton |
921 Canal Street | |
New Orleans, LA 70112 |
The live webcast and accompanying presentation slides will be available at the time of the event and can be accessed at http://ir.fmctechnologies.com/events.cfm.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 15,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Investor Relations |
Matthew Seinsheimer |
P: 281.260.3665 |
Media |
Lisa Albiston |
P: 281.931.2513 |
Lisa Adams |
P: 281.405.4659 |
FMC Technologies, Inc |
5875 N Sam Houston |
Pkwy W |
Houston, Texas 77086 |
P: 281.591.4000 |
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, Sept. 15, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) announced today that Maryann Mannen, FMC Technologies' Executive Vice President and Chief Financial Officer, will address attendees on Friday, September 16, at 8:45 a.m. CT at the following event:
Event: |
UBS Houston Energy Bus-less Tour |
Location: |
JW Marriott Houston Downtown |
The live webcast and accompanying presentation slides will be available at the time of the event and can be accessed at http://ir.fmctechnologies.com/events.cfm.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 15,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Investor Relations
Matthew Seinsheimer
P: 281.260.3665
investorrelations@fmcti.com
Media
Lisa Albiston
P: 281.931.2513
media.request@fmcti.com
Lisa Adams
P: 281.405.4659
media.request@fmcti.com
FMC Technologies, Inc.
5875 N Sam Houston
Pkwy W
Houston, Texas 77086
P: 281.591.4000
www.fmctechnologies.com
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, Sept. 6, 2016 /PRNewswire/ -- FMC Technologies, Inc. will provide subsea multiphase boosting pumps, manifolds, and installation support services for Eni Angola's Block 15/06 West Hub Development Project located off the coast of Angola.
The company's subsea multiphase boosting pumps improve production economics by reducing backpressure on the reservoir, increasing flow rates and total recoverable reserves. Multiphase pumps have a wide operating envelope and are suitable for a broad range of conditions.
"This is our second award for our new subsea multiphase boosting system and we are confident that this technology will be a critical and important part in supporting increased deepwater field recovery," said Tore Halvorsen, Senior Vice President of Subsea Technologies at FMC Technologies.
Eni is the operator of Block 15/06 with a 36.84 percent stake and Sonangol EP is the Concessionaire. The other Partners of the joint venture are Sonangol Pesquisa e Produção (36.84 percent) and SSI Fifteen Limited (26.32 percent).
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. Named by Forbes® Magazine as one of the World's Most Innovative Companies in 2013, the company has approximately 15,500 employees and operates 29 production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The word "estimated" 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. Known material factors that could cause our actual results to differ from those in the forward-looking statements include the Company's ability to successfully deliver, and the customer's acceptance of, the subsea products ordered. For additional information regarding known material factors that could cause actual results to differ from projected results, please see the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2015, as well as its other filings with the Securities and Exchange Commission. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any of its forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Investor Relations |
Matt Seinsheimer |
P: 281.405.6345 |
Media |
Lisa Albiston |
P: 281.931.2513 |
Lisa Adams |
P: 281.405.4659 |
FMC Technologies, Inc. |
5875 N Sam Houston |
Pkwy W |
Houston, Texas 77086 |
P: 281.591.4000 |
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
PARIS and HOUSTON, Sept. 1, 2016 /PRNewswire/ -- Technip (Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) today announce that Thierry Pilenko, Technip's Chairman and Chief Executive Officer, and Doug Pferdehirt, FMC Technologies' President and Chief Executive Officer, will address attendees on Tuesday, September 6, at 1:05 p.m. EDT at the following event:
Event: |
|
Barclays CEO Energy – Power Conference | |
September 6 – 8, 2016 | |
Location: |
|
Sheraton New York Times Square Hotel | |
811 7th Avenue 53rd Street | |
New York, NY 10019 |
Webcast and Webcast Replay – The live webcast and accompanying presentation slides will be available at the time of the event on Technip's and FMC Technologies' websites. The webcast replay will be available for 30 days from the day of the presentation.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our 32,500 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 15,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
For more information, contact | |
For Technip Investors Aurélia Baudey-Vignaud P : +33 (0) 1 85 67 43 81
|
For FMC Technologies Investors Matt Seinsheimer P: 281.260.3665 |
Elodie Robbe-Mouillot P: +33 (0) 1 85 67 43 86 |
|
Media Christophe Bélorgeot P : +33 (0) 1 47 78 39 92 |
Media Lisa Albiston P: 281.610-9076
|
Laure Montcel P : +33 (0) 1 49 01 87 81 |
Lisa Adams P: 281.405.4659 |
Charles Fleming P: +33 (6) 14 45 05 22 |
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
Logo - http://photos.prnewswire.com/prnh/20160901/403655LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, Aug. 4, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) will issue its third quarter 2016 earnings release after the market closes on Wednesday, Oct. 19, 2016. The Company also will host its third quarter 2016 earnings release teleconference on Thursday, Oct. 20, 2016, at 9 a.m. EDT.
The teleconference can be accessed from the U.S. and Canada by dialing 844-304-0775. Callers outside of the U.S. and Canada can access the teleconference by dialing 970-297-2369. Callers should reference Conference ID 59835630. The event will be webcast simultaneously and can be accessed at www.fmctechnologies.com or http://ir.fmctechnologies.com. Those interested in listening to the webcast should register on the website at least 10 minutes before the call begins.
An online audio replay of the call will be available at approximately 2:00 p.m. EDT on October 20. An audio replay will also be available through November 20 by dialing 855-859-2056 (U.S. / Canada) or 404-537-3406 (International) and referring to Conference ID 59835630#.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 15,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, July 20, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE:FTI) today reported second quarter 2016 revenue of $1.2 billion, down 32 percent from the prior-year quarter primarily due to lower activity. Diluted earnings per share were $0.01. Adjusted diluted earnings per share were $0.22, which excludes total Company pre-tax charges of $61 million, or $0.21 per diluted share as detailed in the attached financial schedules.
"Subsea Technologies delivered solid operating margins as we continue to benefit from our execution momentum as well as the savings from our ongoing restructuring activities," said John Gremp, Chairman and CEO of FMC Technologies. Gremp added, "The further deterioration in North America led to a significant impact to our Surface Technologies earnings."
Total inbound orders were $537.9 million, including $334.1 million in Subsea Technologies orders. Backlog for the Company was $3.4 billion, including Subsea Technologies backlog of $2.9 billion.
Gremp continued, "Although the timing around the sanctioning of deepwater projects remains uncertain, we continue to focus our strategy on lowering the cost of deepwater development, and I am confident that our merger with Technip will allow us to further improve project economics."
Review of Operations – Second Quarter 2016
Subsea Technologies
Subsea Technologies second quarter revenue was $854.2 million, down 31 percent from the prior-year quarter. After excluding $29.2 million of negative impact due to the strong U.S. dollar, total revenue was down 29 percent from the prior-year quarter.
Subsea Technologies operating profit in the second quarter was $97.2 million. Operating results include a $3 million negative impact related to the strong U.S. dollar. Adjusted operating profit was $120.2 million, excluding charges of $23 million. Total operating profit, excluding foreign currency impact and charges in both periods, was down approximately 33 percent year-over-year, primarily due to the decline in subsea revenues.
Subsea Technologies operating margins were 11.4 percent; adjusted operating margins were 14.1 percent, excluding charges as detailed in the attached financial schedules.
Subsea Technologies inbound orders for the second quarter were $334.1 million. Backlog was $2.9 billion.
Surface Technologies
Surface Technologies second quarter revenue was $218.7 million, down 40 percent from the prior-year quarter, primarily due to the 53 percent decline in the North American rig count.
Surface Technologies reported an operating loss of $21.7 million; adjusted operating loss was $17.2 million, excluding charges of $4.5 million as detailed in the attached financial schedules.
Surface Technologies inbound orders for the second quarter were $143.1 million. Backlog was $357 million, predominantly related to our wellhead business outside of North America.
Energy Infrastructure
Energy Infrastructure second quarter revenue was $85.1 million, down 16 percent from the prior-year quarter. The revenue decline was primarily due to lower North American land activity.
Energy Infrastructure reported operating profit of $7.8 million. Operating margins were 9.2 percent.
Energy Infrastructure inbound orders for the second quarter were $62.1 million. Backlog was $133.2 million.
Corporate Items
Corporate expense in the second quarter was $13.1 million, a decrease of $1 million from the prior-year quarter.
Other revenue and other expense, net, increased $23.7 million from the prior-year quarter to $53.2 million of expense. Items of significance included the following:
The Company ended the quarter with net debt of $251.3 million, up $41.7 million sequentially. Net interest expense was $7.6 million in the quarter.
The Company repurchased approximately 782,000 shares of common stock at an average cost of $28.45 per share in the quarter. In accordance with the Business Combination Agreement related to the merger, the Company has suspended share repurchases.
Depreciation and amortization for the second quarter was $49.3 million, and capital expenditures were $31.7 million.
The Company recorded an effective tax rate of 77.6 percent for the second quarter. The tax provision of $7.4 million reflects certain expenses for merger activity that did not receive tax benefit.
Summary
FMC Technologies reported second quarter diluted earnings per share of $0.01. Adjusted diluted earnings per share were $0.22, when excluding total Company pre-tax restructuring and other severance charges, business combination transaction costs, Nigerian currency devaluation, transition and facility consolidation costs, and impairment and other charges of $61 million, or $0.21 per diluted share.
The Company recorded Subsea Technologies revenue of $854.2 million in the quarter with margins of 11.4 percent; adjusted operating margins were 14.1 percent, excluding charges as detailed in the attached financial schedules.
Total inbound orders of $537.9 million in the second quarter included $334.1 million in Subsea Technologies orders.
The Company's backlog stands at $3.4 billion, including Subsea Technologies backlog of $2.9 billion.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 15,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words such as "expected," "continue," "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. FMC Technologies cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. 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 Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as the following: demand for our products and services, which is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets; potential liabilities arising out of the installation or use of our products; U.S. and international laws and regulations, including environmental regulations, that may increase our costs, limit the demand for our products and services or restrict our operations; disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business; fluctuations in currency markets worldwide; cost overruns that may affect profit realized on our fixed price contracts; disruptions in the timely delivery of our backlog and its effect on our future sales, profitability, and our relationships with our customers; the cumulative loss of major contracts or alliances; rising costs and availability of raw materials; a failure of our information technology infrastructure or any significant breach of security; our ability to develop and implement new technologies and services, as well as our ability to protect and maintain critical intellectual property assets; the outcome of uninsured claims and litigation against us; deterioration in future expected profitability or cash flows and its effect on our goodwill; a downgrade in the ratings of our debt could restrict our ability to access the debt capital markets; continuing consolidation within our industry; and our dependence on the continuing services of certain of our key managers and employees. FMC Technologies undertakes no obligation to publicly update or revise any of its 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.
FMC Technologies, Inc. will conduct its third quarter 2016 conference call at 9 a.m. ET on Thursday, October 20, 2016. The event will be available at www.fmctechnologies.com. An archived audio replay will be available after the event at the same website address. In the event of a disruption of service or technical difficulty during the call, information will be posted at www.fmctechnologies.com/earnings.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||
(In millions except per share amounts, unaudited) | ||||||||
Three Months Ended |
Six Months Ended | |||||||
June 30 |
June 30 | |||||||
2016 |
2015 |
2016 |
2015 | |||||
Revenue |
$ |
1,150.3 |
$ |
1,695.2 |
$ |
2,359.0 |
$ |
3,390.4 |
Costs and expenses |
1,123.8 |
1,507.2 |
2,287.9 |
3,003.8 | ||||
26.5 |
188.0 |
71.1 |
386.6 | |||||
Other expense, net |
(9.4) |
(15.1) |
(20.7) |
(21.4) | ||||
Income before net interest expense and income taxes |
17.1 |
172.9 |
50.4 |
365.2 | ||||
Net interest expense |
(7.6) |
(9.0) |
(15.1) |
(16.3) | ||||
Income before income taxes |
9.5 |
163.9 |
35.3 |
348.9 | ||||
Provision for income taxes |
7.4 |
55.9 |
13.4 |
92.8 | ||||
Net income |
2.1 |
108.0 |
21.9 |
256.1 | ||||
Net (income) loss attributable to noncontrolling interests |
0.1 |
(0.1) |
0.1 |
(0.6) | ||||
Net income attributable to FMC Technologies, Inc. |
$ |
2.2 |
$ |
107.9 |
$ |
22.0 |
$ |
255.5 |
Earnings per share attributable to FMC Technologies, Inc.: |
||||||||
Basic |
$ |
0.01 |
$ |
0.46 |
$ |
0.10 |
$ |
1.10 |
Diluted |
$ |
0.01 |
$ |
0.46 |
$ |
0.10 |
$ |
1.10 |
Weighted average shares outstanding: |
||||||||
Basic |
226.9 |
232.3 |
227.5 |
232.7 | ||||
Diluted |
228.3 |
232.9 |
228.6 |
233.2 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | |||||||||
BUSINESS SEGMENT DATA | |||||||||
(Unaudited and in millions) | |||||||||
Three Months Ended |
Six Months Ended | ||||||||
June 30 |
June 30 | ||||||||
2016 |
2015 |
2016 |
2015 | ||||||
Revenue |
|||||||||
Subsea Technologies |
$ |
854.2 |
1,239.4 |
1,718.2 |
2,396.6 | ||||
Surface Technologies |
218.7 |
363.3 |
484.2 |
809.6 | |||||
Energy Infrastructure |
85.1 |
101.4 |
169.2 |
202.3 | |||||
Other revenue (1) and intercompany eliminations |
(7.7) |
(8.9) |
(12.6) |
(18.1) | |||||
$ |
1,150.3 |
$ |
1,695.2 |
$ |
2,359.0 |
$ |
3,390.4 | ||
Income before income taxes |
|||||||||
Segment operating profit (loss) |
|||||||||
Subsea Technologies |
$ |
97.2 |
$ |
183.5 |
$ |
206.7 |
$ |
352.2 | |
Surface Technologies |
(21.7) |
27.5 |
(50.3) |
90.4 | |||||
Energy Infrastructure |
7.8 |
5.3 |
4.5 |
8.2 | |||||
Intercompany eliminations |
0.2 |
- |
0.2 |
- | |||||
Total segment operating profit |
83.5 |
216.3 |
161.1 |
450.8 | |||||
Corporate items |
|||||||||
Corporate expense (2) |
(13.1) |
(14.0) |
(27.4) |
(30.3) | |||||
Other revenue (1) and other expense, net (3) |
(53.2) |
(29.5) |
(83.2) |
(55.9) | |||||
Net interest expense |
(7.6) |
(9.0) |
(15.1) |
(16.3) | |||||
Total corporate items |
(73.9) |
(52.5) |
(125.7) |
(102.5) | |||||
Income before income taxes attributable to FMC Technologies, Inc. (4) |
$ |
9.6 |
$ |
163.8 |
$ |
35.4 |
$ |
348.3 |
(1) Other revenue comprises certain unrealized gains and losses on derivative instruments related to unexecuted sales contracts. | ||||||||||
(2) Corporate expense primarily includes corporate staff expenses. | ||||||||||
(3) Other expense, net, generally includes stock-based compensation, other employee benefits, LIFO adjustments, certain foreign exchange gains and losses, and the impact of unusual or strategic transactions not representative of segment operations. | ||||||||||
(4) Excludes amounts attributable to noncontrolling interests. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||||
BUSINESS SEGMENT DATA | ||||||||
(Unaudited and in millions) | ||||||||
Three Months Ended |
Six Months Ended | |||||||
June 30 |
June 30 | |||||||
2016 |
2015 |
2016 |
2015 | |||||
Inbound Orders |
||||||||
Subsea Technologies |
$ |
334.1 |
$ |
1,011.7 |
$ |
680.0 |
$ |
1,563.7 |
Surface Technologies |
143.1 |
306.2 |
401.6 |
632.5 | ||||
Energy Infrastructure |
62.1 |
112.7 |
135.9 |
208.5 | ||||
Intercompany eliminations and other |
(1.4) |
(5.0) |
(8.0) |
(10.1) | ||||
Total inbound orders |
$ |
537.9 |
$ |
1,425.6 |
$ |
1,209.5 |
$ |
2,394.6 |
June 30 |
||||||||
2016 |
2015 |
|||||||
Order Backlog |
||||||||
Subsea Technologies |
$ |
2,898.8 |
$ |
4,676.9 |
||||
Surface Technologies |
357.0 |
466.6 |
||||||
Energy Infrastructure |
133.2 |
187.1 |
||||||
Intercompany eliminations |
(2.1) |
(6.8) |
||||||
Total order backlog |
$ |
3,386.9 |
$ |
5,323.8 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
(In millions) | ||||
June 30, |
December 31, | |||
2016 |
2015 | |||
(Unaudited) |
As Adjusted | |||
Cash and cash equivalents |
$ |
1,075.0 |
$ |
916.2 |
Trade receivables, net |
782.2 |
884.0 | ||
Costs in excess of billings |
665.7 |
638.4 | ||
Inventories, net |
679.0 |
764.1 | ||
Other current assets |
503.3 |
727.5 | ||
Total current assets |
3,705.2 |
3,930.2 | ||
Property, plant and equipment, net |
1,328.8 |
1,371.5 | ||
Goodwill |
522.5 |
514.7 | ||
Intangible assets, net |
230.8 |
246.3 | ||
Other assets |
373.5 |
356.7 | ||
Total assets |
$ |
6,160.8 |
$ |
6,419.4 |
Short-term debt and current portion of long-term debt |
$ |
27.6 |
$ |
21.9 |
Accounts payable, trade |
415.0 |
519.3 | ||
Advance payments |
456.9 |
464.2 | ||
Billings in excess of costs |
146.4 |
200.4 | ||
Other current liabilities |
741.8 |
1,099.5 | ||
Total current liabilities |
1,787.7 |
2,305.3 | ||
Long-term debt, less current portion |
1,298.7 |
1,134.1 | ||
Other liabilities |
430.2 |
436.8 | ||
FMC Technologies, Inc. stockholders' equity |
2,628.2 |
2,524.1 | ||
Noncontrolling interest |
16.0 |
19.1 | ||
Total liabilities and equity |
$ |
6,160.8 |
$ |
6,419.4 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
(Unaudited and in millions) | ||||
Six Months Ended | ||||
June 30 | ||||
2016 |
2015 | |||
Cash provided (required) by operating activities: |
||||
Net income |
$ |
21.9 |
$ |
256.1 |
Depreciation and amortization |
112.6 |
111.2 | ||
Trade accounts receivable, net and costs in excess of billings |
128.7 |
143.1 | ||
Inventories, net |
89.0 |
29.6 | ||
Accounts payable, trade |
(114.8) |
(99.6) | ||
Advance payments and billings in excess of costs |
(87.8) |
(154.1) | ||
Asset impairment charges |
39.4 |
4.3 | ||
Other |
(84.0) |
(54.9) | ||
Net cash provided by operating activities |
105.0 |
235.7 | ||
Cash provided (required) by investing activities: |
||||
Capital expenditures |
(67.0) |
(161.2) | ||
Investment in joint ventures |
(24.4) |
- | ||
Proceeds from sale of Wireline |
19.0 |
- | ||
Other investing |
2.6 |
8.6 | ||
Net cash required by investing activities |
(69.8) |
(152.6) | ||
Cash provided (required) by financing activities: |
||||
Net increase (decrease) in debt |
167.3 |
(17.5) | ||
Purchase of stock held in treasury |
(54.8) |
(91.6) | ||
Other financing |
(10.7) |
(20.2) | ||
Net cash provided (required) by financing activities |
101.8 |
(129.3) | ||
Effect of changes in foreign exchange rates on cash and cash equivalents |
21.8 |
(5.4) | ||
Increase (decrease) in cash and cash equivalents |
158.8 |
(51.6) | ||
Cash and cash equivalents, beginning of period |
916.2 |
638.8 | ||
Cash and cash equivalents, end of period |
$ |
1,075.0 |
$ |
587.2 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||
(In millions except per share amounts, unaudited) | ||||
Three Months Ended | ||||
June 30 | ||||
2016 |
2015 | |||
(after-tax) |
||||
Net Income attributable to FMC Technologies, Inc., excluding charges |
$ |
49 |
$ |
115 |
Impairment and other charges (1) |
(2) |
- | ||
Restructuring and other severance charges (2) |
(18) |
(7) | ||
Business combination transaction costs (3) |
(18) |
- | ||
Nigeria currency devaluation (4) |
(5) |
- | ||
Transition and facility consolidation costs (5) |
(4) |
- | ||
Net Income attributable to FMC Technologies, Inc., as reported |
$ |
2 |
$ |
108 |
Diluted EPS, excluding charges |
$ |
0.22 |
$ |
0.49 |
Diluted EPS, as reported |
$ |
0.01 |
$ |
0.46 |
(1) Tax effect of $2 million during the three months ended June 30, 2016. | ||||
(2) Tax effect of $7 million and $3 million during the three months ended June 30, 2016 and 2015, respectively. | ||||
(3) Tax effect of nil during the three months ended June 30, 2016. | ||||
(4) Tax effect of $2 million during the three months ended June 30, 2016. | ||||
(5) Tax effect of $2 million during the three months ended June 30, 2016. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||||
(In millions, unaudited) | ||||||
Three Months Ended | ||||||
June 30, 2016 | ||||||
Subsea |
Surface |
Energy | ||||
(pre-tax) |
||||||
Segment operating profit (loss), excluding charges |
$ |
120.2 |
$ |
(17.2) |
$ |
7.8 |
Impairment and other charges |
(2.2) |
(0.6) |
- | |||
Restructuring and other severance charges |
(20.8) |
(3.9) |
- | |||
Inventory write-downs |
- |
- |
- | |||
Segment operating profit (loss), as reported |
$ |
97.2 |
$ |
(21.7) |
$ |
7.8 |
Segment operating profit (loss) as a percent of revenue, excluding charges |
14.1% |
(7.9)% |
9.2% | |||
Segment operating profit (loss) as a percent of revenue, as reported |
11.4% |
(9.9)% |
9.2% | |||
Three Months Ended | ||||||
June 30, 2015 | ||||||
Subsea |
Surface |
Energy | ||||
(pre-tax) |
||||||
Segment operating profit, excluding charges |
$ |
189.5 |
$ |
30.4 |
$ |
6.7 |
Impairment charges |
(0.2) |
(0.2) |
- | |||
Restructuring and other severance charges |
(5.8) |
(2.7) |
(1.4) | |||
Segment operating profit, as reported |
$ |
183.5 |
$ |
27.5 |
$ |
5.3 |
Segment operating profit as a percent of revenue, excluding charges |
15.3% |
8.4% |
6.6% | |||
Segment operating profit as a percent of revenue, as reported |
14.8% |
7.5% |
5.2% |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||
(In millions) | ||||
June 30, |
December 31, | |||
2016 |
2015 | |||
(Unaudited) |
||||
Cash and cash equivalents |
$ |
1,075.0 |
$ |
916.2 |
Short-term debt and current portion of long-term debt |
(27.6) |
(21.9) | ||
Long-term debt, less current portion |
(1,298.7) |
(1,134.1) | ||
Net debt |
$ |
(251.3) |
$ |
(239.8) |
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON and PARIS, June 27, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) and Technip (Euronext: TEC) today announced that the pending merger transaction between the companies has received an early decision from the United States antitrust regulators under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"), concluding antitrust review of the transaction in the U.S. under the HSR Act.
As previously announced on May 19, 2016, FMC Technologies and Technip will combine to create a global leader that will drive change by redefining the production and transformation of oil and gas. On June 16, 2016, the companies announced that they had executed a Business Combination Agreement regarding their proposed merger. Conclusion of antitrust review in the United States under the HSR Act satisfies one of the closing conditions of the pending transaction, which remains subject to other closing conditions, including approval of Technip and FMC Technologies shareholders, the conclusion of antitrust review in other countries, other regulatory approvals and consents, as well as other customary closing conditions. The transaction is expected to close early in 2017, subject to the satisfaction of these other closing conditions.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our 32,500 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX:TKPPY). Visit us at www.technip.com
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements". All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how FMC Technologies SIS Limited (to be renamed TechnipFMC plc) ("TechnipFMC") should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip S.A.'s ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des Marchés Financiers or the "AMF"). We wish to 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Will be Filed with the SEC
TechnipFMC will file with the SEC a registration statement on Form S-4, which will include the proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "proxy statement/prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Will be Made Available in an Information Document
Technip will prepare an information document to be made available in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Report"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the information document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in an Prospectus Prepared in accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the proxy statement/prospectus and the report. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies, and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
PARIS and HOUSTON, June 16, 2016 /PRNewswire/ -- Technip (Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) today announced that the companies executed a Business Combination Agreement (BCA) on June 14, 2016 regarding their proposed merger announced on May 19, 2016. The execution of the BCA follows conclusion of the required work council consultation process in Europe.
"With the signing of the BCA, we have reached an important milestone paving the way to building a unique offering, driving change by redefining the production and transformation in the oil and gas industry," said Thierry Pilenko, Technip Chairman and Chief Executive Officer, who will serve as Executive Chairman of the combined company, TechnipFMC.
Doug Pferdehirt, President and Chief Operating Officer of FMC Technologies, who will serve as the CEO of TechnipFMC, added, "The combination of FMC Technologies and Technip is an exciting opportunity for both companies to shape the future of the oil and gas industry by accelerating technology innovation, integrating and improving project execution and reducing costs for customers. Having concluded the consultation process so quickly is a testament to the logic and strategic rationale of this merger."
The BCA is available on the U.S. Securities and Exchange Commission (SEC) website as an EDGAR filing and on the websites of Technip and FMC Technologies.
The transaction is expected to close in early 2017, subject to the approvals of Technip and FMC Technologies shareholders, regulatory approvals and consents, as well as other customary closing conditions.
The companies will combine in an all-stock merger transaction to create a global leader that will drive change by redefining the production and transformation of oil and gas. Each company's shareholders will own close to 50 percent of the combined company.
In addition, Bpifrance supports the transaction and has confirmed to Technip and FMC Technologies that all its governing bodies have approved the terms of the support agreement, in particular the commitment to vote in favor of the resolutions regarding the transaction which will be submitted to Technip's shareholders' meeting, subject notably to Technip Board of Directors' favorable recommendation. Given that it had previously been agreed that Bpifrance will have a seat on the board of directors of TechnipFMC, Bpifrance will retain its Technip shares until the completion of the transaction, with the ability to increase its shareholding up to a maximum 6% of the share capital of TechnipFMC, on a fully-diluted basis, for a two-year period starting at completion of the transaction.
Transaction Highlights
(1) EBITDA before restructuring, impairment and other exceptional items as defined by both companies in their respective previous public filings
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our 32,500 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the U.S. on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements". All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the United States 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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how FMC Technologies SIS Limited (to be renamed TechnipFMC plc) ("TechnipFMC") should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip S.A.'s ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des Marchés Financiers or the "AMF"). We wish to 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Will be Filed with the SEC
TechnipFMC will file with the SEC a registration statement on Form S-4, which will include the proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "proxy statement/prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Will be Made Available in an Information Document
Technip will prepare an information document to be made available in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Report"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the information document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in an Prospectus Prepared in accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the proxy statement/prospectus and the report. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies, and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
Logo - http://photos.prnewswire.com/prnh/20160616/380267LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, June 3, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) announced today that Maryann Mannen, Executive Vice President and Chief Financial Officer, will address attendees on Monday, June 6, at 1:35 p.m. EDT at the following event:
Event: |
2016 RBC Capital Markets Energy and Power Executive Conference |
June 6 – 7, 2016 | |
Location: |
The Ritz-Carlton New York, Battery Park |
Two West Street | |
New York City, NY 10004 |
The event will not be webcast and there will be no presentation materials associated with the address.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, May 24, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) announced today that Maryann Mannen, Executive Vice President and Chief Financial Officer, will address attendees on Wednesday, May 25, at 9:40 a.m. EDT at the following event:
Event: |
UBS Global Oil and Gas Conference |
May 23 – 26, 2016 | |
Location: |
Four Seasons Hotel Austin |
98 San Jacinto Blvd | |
Austin, TX 78701 |
The live webcast and accompanying presentation slides will be available at the time of the event and can be accessed at http://ir.fmctechnologies.com/events.cfm.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
PARIS and HOUSTON, May 19, 2016 /PRNewswire/ -- Technip (Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) today announce that the companies will combine to create a global leader that will drive change by redefining the production and transformation of oil and gas. The combined company, which will be called TechnipFMC, would have an equity value of $13 billion based on pre-announcement share prices.
The companies have entered into a Memorandum of Understanding (MOU) and expect to execute a definitive business combination agreement to combine the companies in an all-stock merger transaction. Under the terms of the MOU, Technip shareholders will receive two shares of the new company for each share of Technip, and FMC Technologies shareholders will receive one share of the new company for each share of FMC Technologies. Each company's shareholders will own close to 50 percent of the combined company.
The transaction brings together two market leaders and their talented employees, building on the proven success of their existing alliance and joint venture, Forsys Subsea, uniting innovative technologies, common cultures and values, enabling rapid integration. The combined company will offer a new generation of comprehensive solutions in Subsea, Surface and Onshore/Offshore to reduce the cost of producing and transforming hydrocarbons. TechnipFMC's flexible commercial model will provide both integrated and discrete solutions to customers across the value chain. With more than 49,000 employees operating in over 45 countries, TechnipFMC generated 2015 combined revenue of approximately $20 billion and combined 2015 EBITDA of approximately $2.4 billion. As of March 31, 2016, the two companies together had consolidated backlog of approximately $20 billion.
John Gremp, Chairman and Chief Executive Officer of FMC Technologies, said, "This is a compelling combination that will create significant additional value for clients and all shareholders, by expanding the success that FMC Technologies and Technip have achieved through our alliance and joint venture, to capitalize on new opportunities and drive accelerated growth."
Thierry Pilenko, Technip Chairman and Chief Executive Officer, who will serve as Executive Chairman of TechnipFMC, stated, "Technip and FMC Technologies both have long track records of innovation and commitment to helping their clients meet the challenges of the oil and gas industry. A year ago, we were at the forefront of recognizing the importance of a broader view of our clients' challenges and seized the opportunity that working together in our alliance could bring. Today we want to take this strategy further and across the full footprint of the two companies. We have complementary skills, technologies and capabilities which our customers can access on an integrated basis or separately as they prefer. Together, TechnipFMC can add more value across Subsea, Surface and Onshore/Offshore, enabling us to accelerate our growth. I am confident that we can quickly demonstrate the power of TechnipFMC to our clients, our people and our shareholders."
Doug Pferdehirt, President and Chief Operating Officer of FMC Technologies, who will serve as the CEO of TechnipFMC, added, "Our alliance has shown that as customers evaluate solutions, they are involving us in the process earlier and to a greater degree than ever before. The more they seek our recommendations and new products, the more we differentiate ourselves from the competition. This transaction will allow us to deliver even greater benefits to our customers through a broadened portfolio that provides a unique set of integrated technologies and competencies that are underpinned by a history of developing rich partnerships and creating customer success. We look forward to rapidly bringing together the outstanding employees and cultures of both companies, as well as the complementary capabilities of our organizations, to position the combined company at the forefront of a new generation of solutions for the oil and gas industry."
Strategic Benefits of the Combination
Financial Benefits of the Combination
Transaction Terms
Under the terms of the agreement, FMC Technologies and Technip will be merged into a new entity. At closing, each share of Technip common stock will be converted into 2.0 ordinary shares of TechnipFMC and each common share of FMC Technologies will be exchanged for 1.0 ordinary share of TechnipFMC.
Leadership, Governance, Structure
Technip Chairman and CEO, Thierry Pilenko, will serve as Executive Chairman of TechnipFMC's Board of Directors. Doug Pferdehirt, currently FMC Technologies' President and COO, will serve as CEO of TechnipFMC. FMC Technologies announced on May 9, 2016 that Doug Pferdehirt will be appointed as CEO of FMC Technologies effective September 1, 2016.
The Board of Directors will consist of seven members designated by FMC Technologies, including Doug Pferdehirt, and seven members designated by Technip, including Thierry Pilenko. The governance principles provide for clear and balanced corporate governance and leadership.
The group will organize its activities into five business units covering Surface, Subsea Services, Products, Subsea Projects, and Onshore/Offshore, with the first two headquartered in Houston and the others in Paris.
The TechnipFMC senior management team will include executives from both companies. The heads of the above business units have been identified and will be communicated in due course along with the other senior functional and operational executives of the company.
Headquarters
TechnipFMC will have its operational headquarters in Paris, France, (where the Executive Chairman will have his principal office), in Houston, Texas, USA (where the CEO will have his principal office) and in London, United Kingdom (where the Forsys Subsea JV is headquartered and the new corporation will be domiciled).
The global Integrated Research and Development center will be located in France and is expected to grow as it drives innovation and technology throughout the new company.
Upon closing, TechnipFMC shares will trade on the New York Stock Exchange and on the Paris Euronext Stock Exchange.
Timing and Approvals
The business combination was unanimously approved by the eligible directors of the Boards of both companies. The transaction is expected to close early in 2017, subject to the approval of both Technip and FMC Technologies shareholders, regulatory approvals and consents, as well as other customary closing conditions. Bpifrance Participations and IFPEN, shareholders of Technip, support the transaction as presented.
Advisors
Goldman Sachs and Rothschild are acting as financial advisors and Darrois Villey Maillot Brochier and Davis Polk & Wardwell LLP are serving as legal counsel to Technip. Evercore and Société Générale are acting as financial advisors and Latham & Watkins LLP is serving as legal counsel to FMC Technologies.
Memorandum of Understanding
The Memorandum of Understanding documentation will be made available on the Securities and Exchange Commission (SEC) website at https://www.sec.gov/edgar.shtml
Practical information
On Thursday, May 19, 2016
Investor Calls at 09:30am CET and again at 02:00pm CET/08:00am EST
Press Conference at 10:45am CET at 89 Avenue de la Grande Armée, 75116 Paris
Investor Calls Details
Investor Call 1, at 09:30am Paris time (London 08:30am, New York 03:30am)
FR: +33 (0) 1 70 77 09 38
UK: +44 (0) 207 107 1613
US (Free): +1 866 907 59 28
Investor Call 2, at 08:00am New York time (Paris 02:00pm, London 01:00pm)
FR: +33 (0) 1 70 77 09 41
UK: +44 (0) 203 367 9456
USA (Free): +1 866 907 59 25
Replays – available for 90 days
All details available on Technip's and FMC Technologies' websites
Press Conference Details
10:45-11:45am CET at 89 Avenue de la Grande Armée, 75116 Paris.
Held by Thierry Pilenko, Chairman and CEO of Technip, and Doug Pferdehirt, President and Chief Operating Officer of FMC Technologies
About Technip
Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our 32,500 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Paris exchange, and its ADR is traded in the US on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Forward-Looking Statements
This communication contains "forward-looking statements". All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "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 "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.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC PLC ("TechnipFMC") should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies' industries; ability to hire and retain key personnel; ability to successfully integrate the companies' businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; and the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
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. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in FMC Technologies' ("FMC Technologies") Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the "SEC") and those described in Technip's ("Technip") annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des Marchés Financiers or the "AMF"). We wish to 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.
Additional Information
Important Additional Information Will be Filed with the SEC
TechnipFMC will file with the SEC a registration statement on Form S-4, which will include the proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the "proxy statement/prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC on FMC Technologies' website at www.fmctechnologies.com (for documents files with the SEC by FMC Technologies) or on Technip's website at www.technip.com (for documents files with the SEC with Technip).
Additional Information Will be Made Available in an Information Document
Technip will prepare an information document to be made available in connection with the Technip meeting of stockholders called to approve the proposed transaction (the "Report"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the information document from Technip on its website at www.technip.com or by contacting Technip's Investor Relations.
Important Additional Information Will be Made Available in an Prospectus Prepared in accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the "Admission Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Participants in Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the proxy statement/prospectus and the Report. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding FMC Technologies' directors and executive officers is contained in FMC Technologies' Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip's directors and executive officers is contained in Technip's annual report for the year ended December 31, 2015 files with the AMF and can be obtained free of charge from the sources indicated above.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
Logo - http://photos.prnewswire.com/prnh/20160518/369697LOGO
(1) EBITDA before restructuring, impairment and other exceptional items as defined by both companies in their respective previous public filings
SOURCE FMC Technologies, Inc.
HOUSTON, May 12, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) will issue its second quarter 2016 earnings release after the market closes on Wednesday, July 20, 2016. The Company also will host its second quarter 2016 earnings release teleconference on Thursday, July 21, 2016 at 9:00 a.m. EDT.
The teleconference can be accessed from the U.S. and Canada by dialing 844-304-0775. Callers outside of the U.S. and Canada can access the teleconference by dialing 970-297-2369. All callers please refer to Conference ID 9226257. The event will be webcast simultaneously and can be accessed at www.fmctechnologies.com or http://ir.fmctechnologies.com. Those interested in listening to the webcast should go to the website at least 10 minutes before the call to register.
An online audio replay of the call will be available at approximately 2:00 p.m. EDT on July 21. An audio replay will also be available through August 21 by dialing 855-859-2056 (U.S. / Canada) or 404-537-3406 (International) and referring to Conference ID 9226257#.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, May 9, 2016 /PRNewswire/ -- (NYSE: FTI) - The FMC Technologies Board of Directors has appointed Douglas J. Pferdehirt, 52, President and Chief Executive Officer of FMC Technologies, effective September 1, 2016. Pferdehirt will succeed John T. Gremp, 64, who will continue to serve as Chairman of the Board of Directors while the company completes its transition to the new CEO.
"This is the perfect time for Doug Pferdehirt to become FMC Technologies' next Chief Executive Officer," Gremp said. "Doug is a strong leader who has demonstrated his ability to translate vision and strategy into solid execution as the company continues to drive results through integrated business models, innovative technology, standardization and superior execution."
After a successful 26-year career with Schlumberger Limited, Pferdehirt joined FMC Technologies in August 2012 as Executive Vice President and Chief Operating Officer and was appointed President in May 2015. In the almost four years he has been with the company, he has helped lead and execute many strategic shifts, including industry-changing alliances with leading service providers, such as Technip. Under his leadership, FMC Technologies has established a platform for industry standardization, improved execution and enhanced customer relationships.
"I joined FMC Technologies because I wanted to be part of a company with a great culture, solid values and market leadership," said Pferdehirt. "John Gremp's vision and leadership have built FMC Technologies into one of the most important and successful equipment and services providers in the world, a company committed to the success of its customers, shareholders, partners and employees. I am excited about what lies ahead for FMC Technologies and I couldn't be more honored to lead this great organization."
FMC Technologies also announced that Gremp, currently CEO and Chairman of the FMC Technologies Board of Directors, will remain on the board as Chairman until he retires in May 2017, at which time Pferdehirt will also assume the Chairman role.
Gremp has served as CEO of FMC Technologies since 2011, having been with the company for 41 years. Under his leadership as CEO, the company has achieved significant growth, closer alignment with customers, leadership in global markets and a reputation for being a company committed to its values.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Photo - http://photos.prnewswire.com/prnh/20160509/365186
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, May 3, 2016 /PRNewswire/ -- FMC Technologies, Inc. won a Spotlight on New Technology award for its InLine ElectroCoalescer, and was recognized at the 2016 Offshore Technology Conference (OTC) in Houston on Monday, May 2. This prestigious award recognizes and honors innovative technologies in the oil and gas industry that significantly impact offshore exploration and production.
"We are proud to receive our thirteenth Spotlight on New Technology award from OTC," said FMC Technologies Chairman and CEO John Gremp. "We are thinking differently about how we design, develop and apply technology, and the InLine ElectroCoalescer is a good example of how we've taken a proven technology and adapted its application to deliver the best to our customers."
By using a compact in-line pipe configuration rather than the typical large vessel-type coalescer for the emulsification process, FMC Technologies' InLine ElectroCoalescer reduces the size and weight of the equipment by one-fourth to one-half of other electrostatic coalescers. It also reduces operator cost and increases primary separation capacity.
The compact, pipe-based technology uses a high-frequency, alternating current with high voltage to polarize, coalesce and enlarge water droplets, which can then be separated much faster in the downstream separation equipment. In older facilities, this results in debottlenecking, reduced demulsifier injection and decreased energy consumption of the heating system. For greenfield applications this means it can greatly reduce the size of the separator and the use of demulsifiers.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Logo - http://photos.prnewswire.com/prnh/20160503/362856LOGO
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, April 26, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE:FTI) today reported first quarter 2016 revenue of $1.2 billion, down 29 percent from the prior-year quarter. The decline was driven by lower activity and the negative impact of the strengthening U.S. dollar. Diluted earnings per share were $0.09, which includes total Company pre-tax impairment and other charges, restructuring and other severance charges, and inventory write-downs of $47.6 million, or $0.13 per diluted share.
"Subsea Technologies delivered operating margins of 13.1 percent, excluding charges, as we benefited from solid execution and restructuring savings," said John Gremp, Chairman and CEO of FMC Technologies.
Total inbound orders were $671.6 million, including $345.9 million in Subsea Technologies orders. Backlog for the Company was $4 billion, including Subsea Technologies backlog of $3.4 billion.
"While operators' reduced capital spending continues to delay large deepwater projects, we believe that our subsea service orders will remain fairly resilient in 2016," added Gremp.
Review of Operations – First Quarter 2016
Subsea Technologies
Subsea Technologies first quarter revenue was $864 million, down 25 percent from the prior-year quarter. After excluding the $57 million of negative impact due to the strong U.S. dollar, total revenue was down 20 percent year-over-year.
Subsea Technologies operating profit decreased 35 percent from the prior-year quarter to $109.5 million. Operating results include an $8 million negative impact related to the strong U.S. dollar. The segment results also include $3.7 million of charges. Total operating profit, excluding foreign currency impact and charges in both periods, was down approximately 28 percent year-over-year, primarily due to the decline in subsea revenues.
Subsea Technologies operating margins were 13.1 percent, excluding charges.
Subsea Technologies inbound orders for the first quarter were $345.9 million. Backlog was $3.4 billion.
Surface Technologies
Surface Technologies first quarter revenue was $265.5 million, down 41 percent from the prior-year quarter, primarily due to the significant decline in North American land activity.
Surface Technologies reported an operating loss of $28.6 million, which includes charges of $41.8 million. Adjusted operating results were down 81 percent from the prior-year quarter, when excluding charges in both periods, primarily driven by the severe North American activity decline and less favorable pricing.
Surface Technologies operating margins were 5 percent, excluding charges.
Surface Technologies inbound orders for the first quarter were $258.5 million. Backlog was $429.4 million.
Energy Infrastructure
Energy Infrastructure first quarter revenue was $84.1 million, down 17 percent from the prior-year quarter. The revenue decline was primarily due to lower market activity in our measurement solutions business.
Energy Infrastructure reported an operating loss of $3.3 million, which includes charges of $2.1 million.
Energy Infrastructure inbound orders for the first quarter were $73.8 million and backlog was $157.7 million.
Corporate Items
Corporate expense in the first quarter was $14.3 million, a decrease of $2 million from the prior-year quarter. Other revenue and other expense, net, increased $3.6 million from the prior-year quarter to $30 million of expense, due largely to the strength of the U.S. dollar.
The Company ended the quarter with net debt of $209.6 million, down $30.2 million sequentially, due to strong operating cash flow. Net interest expense was $7.5 million in the quarter.
The Company repurchased approximately 1.1 million shares of common stock at an average cost of $25.58 per share in the quarter.
Depreciation and amortization for the first quarter was $63.3 million and capital expenditures were $35.3 million.
The Company recorded an effective tax rate of 23.4 percent for the first quarter.
Summary
FMC Technologies reported first quarter diluted earnings per share of $0.22, excluding total Company pre-tax impairment and other charges, restructuring and other severance charges, and inventory write-downs of $47.6 million, or $0.13 per diluted share.
The Company recorded Subsea Technologies revenue of $864 million with margins of 13.1 percent in the quarter, excluding charges.
Total inbound orders of $671.6 million in the first quarter included $345.9 million in Subsea Technologies orders.
The Company's backlog stands at $4 billion, including Subsea Technologies backlog of $3.4 billion.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words such as "expected," "continue," "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. FMC Technologies cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. 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 Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as the following: demand for our products and services, which is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets; potential liabilities arising out of the installation or use of our products; U.S. and international laws and regulations, including environmental regulations, that may increase our costs, limit the demand for our products and services or restrict our operations; disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business; fluctuations in currency markets worldwide; cost overruns that may affect profit realized on our fixed price contracts; disruptions in the timely delivery of our backlog and its effect on our future sales, profitability, and our relationships with our customers; the cumulative loss of major contracts or alliances; rising costs and availability of raw materials; a failure of our information technology infrastructure or any significant breach of security; our ability to develop and implement new technologies and services, as well as our ability to protect and maintain critical intellectual property assets; the outcome of uninsured claims and litigation against us; deterioration in future expected profitability or cash flows and its effect on our goodwill; a downgrade in the ratings of our debt could restrict our ability to access the debt capital markets; continuing consolidation within our industry; and our dependence on the continuing services of certain of our key managers and employees. FMC Technologies undertakes no obligation to publicly update or revise any of its 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.
FMC Technologies, Inc. will conduct its second quarter 2016 conference call at 9 a.m. ET on Thursday, July 21, 2016. The event will be available at www.fmctechnologies.com. An archived audio replay will be available after the event at the same website address. In the event of a disruption of service or technical difficulty during the call, information will be posted at www.fmctechnologies.com/earnings.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||
(In millions except per share amounts, unaudited) | ||||
Three Months Ended | ||||
March 31 | ||||
2016 |
2015 | |||
Revenue |
$ |
1,208.7 |
$ |
1,695.2 |
Costs and expenses |
1,164.1 |
1,496.6 | ||
44.6 |
198.6 | |||
Other expense, net |
(11.3) |
(6.3) | ||
Income before net interest expense and income taxes |
33.3 |
192.3 | ||
Net interest expense |
(7.5) |
(7.3) | ||
Income before income taxes |
25.8 |
185.0 | ||
Provision for income taxes |
6.0 |
36.9 | ||
Net income |
19.8 |
148.1 | ||
Net income attributable to noncontrolling interests |
- |
(0.5) | ||
Net income attributable to FMC Technologies, Inc. |
$ |
19.8 |
$ |
147.6 |
Earnings per share attributable to FMC Technologies, Inc.: |
||||
Basic |
$ |
0.09 |
$ |
0.63 |
Diluted |
$ |
0.09 |
$ |
0.63 |
Weighted average shares outstanding: |
||||
Basic |
228.0 |
233.0 | ||
Diluted |
228.6 |
233.9 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES |
|||||
BUSINESS SEGMENT DATA |
|||||
(Unaudited and in millions) |
|||||
Three Months Ended |
|||||
March 31 |
|||||
2016 |
2015 |
||||
Revenue |
|||||
Subsea Technologies |
$ |
864.0 |
$ |
1,157.2 |
|
Surface Technologies |
265.5 |
446.3 |
|||
Energy Infrastructure |
84.1 |
100.9 |
|||
Other revenue (1) and intercompany eliminations |
(4.9) |
(9.2) |
|||
$ |
1,208.7 |
$ |
1,695.2 |
||
Income before income taxes |
|||||
Segment operating profit (loss) |
|||||
Subsea Technologies |
$ |
109.5 |
$ |
168.7 |
|
Surface Technologies |
(28.6) |
62.9 |
|||
Energy Infrastructure |
(3.3) |
2.9 |
|||
Total segment operating profit |
77.6 |
234.5 |
|||
Corporate items |
|||||
Corporate expense (2) |
(14.3) |
(16.3) |
|||
Other revenue (1) and other expense, net (3) |
(30.0) |
(26.4) |
|||
Net interest expense |
(7.5) |
(7.3) |
|||
Total corporate items |
(51.8) |
(50.0) |
|||
Income before income taxes attributable |
|||||
to FMC Technologies, Inc. (4) |
$ |
25.8 |
$ |
184.5 |
|
(1) Other revenue comprises certain unrealized gains and losses on derivative instruments related to unexecuted sales contracts. | |||||
(2) Corporate expense primarily includes corporate staff expenses. | |||||
(3) Other expense, net, generally includes stock-based compensation, other employee benefits, LIFO adjustments, certain foreign exchange gains and losses, and the impact of unusual or strategic transactions not representative of segment operations. | |||||
(4) Excludes amounts attributable to noncontrolling interests. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||
BUSINESS SEGMENT DATA | ||||||
(Unaudited and in millions) | ||||||
Three Months Ended |
||||||
March 31 |
||||||
2016 |
2015 |
|||||
Inbound Orders |
||||||
Subsea Technologies |
$ |
345.9 |
$ |
552.0 |
||
Surface Technologies |
258.5 |
326.3 |
||||
Energy Infrastructure |
73.8 |
95.8 |
||||
Intercompany eliminations and other |
(6.6) |
(5.1) |
||||
Total inbound orders |
$ |
671.6 |
$ |
969.0 |
||
March 31 |
||||||
2016 |
2015 |
|||||
Order Backlog |
||||||
Subsea Technologies |
$ |
3,372.5 |
$ |
4,825.0 |
||
Surface Technologies |
429.4 |
519.5 |
||||
Energy Infrastructure |
157.7 |
173.1 |
||||
Intercompany eliminations |
(4.5) |
(10.6) |
||||
Total order backlog |
$ |
3,955.1 |
$ |
5,507.0 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
(In millions) | ||||
March 31, |
December 31, | |||
2016 |
2015 | |||
(Unaudited) |
As Adjusted | |||
Cash and cash equivalents |
$ |
1,032.3 |
$ |
916.2 |
Receivables, net |
1,413.3 |
1,522.4 | ||
Inventories, net |
719.7 |
764.1 | ||
Other current assets |
672.6 |
727.5 | ||
Total current assets |
3,837.9 |
3,930.2 | ||
Property, plant and equipment, net |
1,340.9 |
1,371.5 | ||
Goodwill |
520.1 |
514.7 | ||
Intangible assets, net |
237.2 |
246.3 | ||
Other assets |
377.1 |
356.7 | ||
Total assets |
$ |
6,313.2 |
$ |
6,419.4 |
Short-term debt and current portion of long-term debt |
$ |
23.5 |
$ |
21.9 |
Accounts payable, trade |
418.0 |
519.3 | ||
Advance payments and progress billings |
630.0 |
664.6 | ||
Other current liabilities |
975.4 |
1,099.5 | ||
Total current liabilities |
2,046.9 |
2,305.3 | ||
Long-term debt, less current portion |
1,218.4 |
1,134.1 | ||
Other liabilities |
427.7 |
436.8 | ||
FMC Technologies, Inc. stockholders' equity |
2,604.1 |
2,524.1 | ||
Noncontrolling interest |
16.1 |
19.1 | ||
Total liabilities and equity |
$ |
6,313.2 |
$ |
6,419.4 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
(Unaudited and in millions) | ||||
Three Months Ended | ||||
March 31 | ||||
2016 |
2015 | |||
Cash provided (required) by operating activities: |
||||
Net income |
$ |
19.8 |
$ |
148.1 |
Depreciation and amortization |
63.3 |
57.8 | ||
Receivables, net |
146.9 |
254.8 | ||
Inventories, net |
51.5 |
(23.3) | ||
Accounts payable, trade |
(110.9) |
(78.5) | ||
Advance payments and progress billings |
(53.3) |
(138.9) | ||
Asset impairment charges |
34.4 |
3.9 | ||
Other |
(42.7) |
(48.3) | ||
Net cash provided by operating activities |
109.0 |
175.6 | ||
Cash provided (required) by investing activities: |
||||
Capital expenditures |
(35.3) |
(86.7) | ||
Other investing |
(7.4) |
5.3 | ||
Net cash required by investing activities |
(42.7) |
(81.4) | ||
Cash provided (required) by financing activities: |
||||
Net increase in debt |
84.2 |
8.4 | ||
Purchase of stock held in treasury |
(30.5) |
(30.8) | ||
Other financing |
(16.4) |
(8.5) | ||
Net cash provided (required) by financing activities |
37.3 |
(30.9) | ||
Effect of changes in foreign exchange rates on cash and cash equivalents |
12.5 |
(7.0) | ||
Increase in cash and cash equivalents |
116.1 |
56.3 | ||
Cash and cash equivalents, beginning of period |
916.2 |
638.8 | ||
Cash and cash equivalents, end of period |
$ |
1,032.3 |
$ |
695.1 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||
(In millions except per share amounts, unaudited) | ||||
Three Months Ended | ||||
March 31 | ||||
2016 |
2015 | |||
(after-tax) |
||||
Net Income attributable to FMC Technologies, Inc., excluding charges |
$ |
51 |
$ |
156 |
Impairment and other charges (1) |
(24) |
(3) | ||
Restructuring and other severance charges (2) |
(6) |
(5) | ||
Inventory write-downs (3) |
(1) |
- | ||
Net Income attributable to FMC Technologies, Inc., as reported |
$ |
20 |
$ |
148 |
Diluted EPS, excluding charges |
$ |
0.22 |
$ |
0.67 |
Diluted EPS, as reported |
$ |
0.09 |
$ |
0.63 |
(1) Tax benefit of $12 million and $1 million during the three months ended March 31, 2016 and 2015, respectively. | ||||
(2) Tax benefit of $3 million and $2 million during the three months ended March 31, 2016 and 2015, respectively. | ||||
(3) Tax benefit of $1 million during the three months ended March 31, 2016. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||||
(In millions, unaudited) | ||||||
Three Months Ended | ||||||
March 31, 2016 | ||||||
SubseaTechnologies |
SurfaceTechnologies |
EnergyInfrastructure | ||||
(pre-tax) |
||||||
Segment operating profit (loss), excluding charges |
$ |
113.2 |
$ |
13.2 |
$ |
(1.2) |
Impairment and other charges |
(0.1) |
(35.6) |
- | |||
Restructuring and other severance charges |
(3.6) |
(4.0) |
(2.1) | |||
Inventory write-downs |
- |
(2.2) |
- | |||
Segment operating profit (loss), as reported |
$ |
109.5 |
$ |
(28.6) |
$ |
(3.3) |
Segment operating profit (loss) as a percent of revenue, excluding charges |
13.1% |
5.0% |
(1.5)% | |||
Segment operating profit (loss) as a percent of revenue, as reported |
12.7% |
(10.8)% |
(4.0)% | |||
Three Months Ended | ||||||
March 31, 2015 | ||||||
SubseaTechnologies |
SurfaceTechnologies |
EnergyInfrastructure | ||||
(pre-tax) |
||||||
Segment operating profit, excluding charges |
$ |
169.7 |
$ |
71.0 |
$ |
4.3 |
Impairment charges |
(0.3) |
(3.6) |
- | |||
Restructuring and other severance charges |
(0.7) |
(4.5) |
(1.4) | |||
Segment operating profit, as reported |
$ |
168.7 |
$ |
62.9 |
$ |
2.9 |
Segment operating profit as a percent of revenue, excluding charges |
14.7% |
15.9% |
4.2% | |||
Segment operating profit as a percent of revenue, as reported |
14.6% |
14.1% |
2.9% |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||
(In millions) | ||||
March 31, |
December 31, | |||
2016 |
2015 | |||
(Unaudited) |
||||
Cash and cash equivalents |
$ |
1,032.3 |
$ |
916.2 |
Short-term debt and current portion of long-term debt |
(23.5) |
(21.9) | ||
Long-term debt, less current portion |
(1,218.4) |
(1,134.1) | ||
Net debt |
$ |
(209.6) |
$ |
(239.8) |
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, March 24, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) will issue its first quarter 2016 earnings release after the market closes on Tuesday, April 26, 2016. The Company also will host its first quarter 2016 earnings release teleconference on Wednesday, April 27, 2016 at 9:00 a.m. EDT.
The teleconference can be accessed from the U.S. and Canada by dialing 844-304-0775. Callers outside of the U.S. and Canada can access the teleconference by dialing 970-297-2369. All callers please refer to Conference ID 77874138. The event will be webcast simultaneously and can be accessed at www.fmctechnologies.com or http://ir.fmctechnologies.com. Those interested in listening to the webcast should go to the website at least 10 minutes before the call to register.
An online audio replay of the call will be available at approximately 2:00 p.m. EDT on April 27. An audio replay will also be available through May 27 by dialing 855-859-2056 (U.S. / Canada) or 404-537-3406 (International) and referring to Conference ID 77874138#.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. Named by Forbes® Magazine as one of the World's Most Innovative Companies in 2013, the company has approximately 17,400 employees and operates 29 production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, March 18, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) announced today that John T. Gremp, Chairman and Chief Executive Officer, will address attendees on Tuesday, March 22, at 9:25 a.m. EDT at the following event:
Event: |
Scotia Howard Weil 44th Annual Energy Conference |
March 20 – 23, 2016 | |
Location: |
The Roosevelt New Orleans |
123 Baronne Street | |
New Orleans, LA 70112 |
There will not be a webcast of the presentation. Presentation slides will be available at the time of the event and can be accessed at http://ir.fmctechnologies.com/events.cfm.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. Named by Forbes® Magazine as one of the World's Most Innovative Companies in 2013, the company has approximately 17,400 employees and operates 29 production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, Feb. 16, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE:FTI) today reported fourth quarter 2015 revenue of $1.4 billion, down 34 percent from the prior-year quarter. The significant decline was driven by the sharp reduction in North American land activity, lower revenues in our Subsea Technologies segment, and the negative impact of the stronger U.S. dollar. Diluted earnings per share were $0.24, which includes total Company pre-tax restructuring and other severance and impairment charges of $31.4 million, or $0.10 per diluted share. Operating results also include $42 million, or $0.12 per diluted share, for inventory write-down charges related to the severe activity decline in the North American land market.
Total inbound orders were $833.9 million, including $490 million in Subsea Technologies orders. Backlog for the Company was $4.4 billion, including Subsea Technologies backlog of $3.8 billion.
Full Year 2015 Results
Total Company revenue for 2015 was $6.4 billion, and operating profit was $694.2 million. Full-year 2015 diluted earnings per share were $2.27, which excludes $131.9 million of pre-tax impairment, restructuring and other severance charges, or $0.43 per diluted share, and also excludes $48.5 million, or $0.14 per diluted share, for inventory write-down charges.
Full-year results were significantly impacted by the stronger U.S. dollar. Foreign currency negatively impacted revenues by $652.5 million. The negative foreign currency impact to operating profit was $72.5 million.
"Despite 2015 being a challenging year for the industry, we achieved our Subsea Technologies order forecast of at least $3 billion and successfully delivered full-year subsea margins of 15.1 percent, excluding charges," said John Gremp, Chairman and CEO of FMC Technologies. "Lower oil prices and greater uncertainty around operator cash flows are driving another year of customer spending reductions." Gremp added, "We remain intensely focused on what we can control and are taking unprecedented restructuring actions across the entire company with a clear plan to lower costs, increase efficiency, and improve execution — steps that will provide sustainable savings and further strengthen our competitive position."
Review of Operations – Fourth Quarter 2015
Subsea Technologies
Subsea Technologies fourth quarter revenue was $1 billion, down 29 percent from the prior-year quarter. After excluding the $134.4 million of negative impact due to the strong U.S. dollar, total revenue was down 20 percent quarter-over-quarter.
Subsea Technologies operating profit decreased 49 percent from the prior-year quarter to $107.3 million. Operating results include restructuring and other severance and impairment charges of $24.5 million and a $15.3 million negative impact related to the strong U.S. dollar. Total operating profit for the quarter, excluding charges and foreign currency impacts, was down approximately 29 percent quarter-over-quarter primarily due to the decline in revenues, reduced well intervention activity in the North Sea, and higher research and development expense.
Subsea Technologies operating margins were 12.9 percent, excluding the restructuring and other severance and impairment charges.
Subsea Technologies inbound orders for the fourth quarter were $490 million and included the recently announced award for the Woodside Greater Western Flank Phase 2 Project. Backlog was $3.8 billion.
Surface Technologies
Surface Technologies fourth quarter revenue was $317 million, down 46 percent from the prior-year quarter primarily as a result of a 52 percent decline in the North American rig count.
Surface Technologies reported an operating loss of $7.3 million, which includes restructuring and other severance and impairment charges of $3.1 million. The segment results also include a $36.3 million charge for inventory write-downs primarily related to our North American businesses. Excluding these charges, adjusted operating results were down 72 percent from the prior-year quarter primarily driven by the severe North American activity decline and less favorable pricing.
Surface Technologies operating margins were 10.1 percent, excluding inventory write-downs, restructuring and other severance, and impairment charges.
Surface Technologies inbound orders for the fourth quarter were $259.2 million. Backlog was $432.8 million.
Energy Infrastructure
Energy Infrastructure fourth quarter revenue was $96 million, down 30 percent from the prior-year quarter. The revenue decline was primarily due to the steep activity decline in the North American land market, severely impacting our measurement solutions business.
Energy Infrastructure reported an operating loss of $3 million, which includes restructuring and other severance charges of $3.8 million. The segment results also include a $5.7 million charge for an inventory write-down related to our measurement solutions business.
Energy Infrastructure operating margins were 6.8 percent, excluding restructuring and other severance and inventory write-down charges.
Energy Infrastructure inbound orders for the fourth quarter were $89 million and backlog was $163.9 million.
Corporate Items
Corporate expense in the fourth quarter was $15.2 million, a decrease of $3.3 million from the prior-year quarter. Other revenue and other expense, net, improved $23.9 million from the prior-year quarter to $23 million of expense, primarily due to the absence of a $24.9 million charge incurred in the prior-year quarter related to our U.S. defined benefit pension plan.
The Company ended the quarter with net debt of $239.8 million, down $426.8 million from the prior year, due to strong operating cash flow. Net interest expense was $7.9 million in the quarter.
The Company repurchased approximately 1.3 million shares of common stock at an average cost of $31.23 per share in the quarter. This brings total shares repurchased for the year to approximately 5.3 million shares of common stock at an average cost of $36.25 per share.
Depreciation and amortization for the fourth quarter was $69.1 million and capital expenditures were $39.8 million.
The Company recorded a negative effective tax rate of 8.7 percent for the fourth quarter due primarily to a favorable shift in geographic earnings mix and the reinstatement of a research and development tax credit in the quarter.
Summary
FMC Technologies reported fourth quarter diluted earnings per share of $0.46, excluding total Company pre-tax inventory, restructuring and other severance, and impairment charges of $73.4 million, or $0.22 per diluted share.
The Company recorded Subsea Technologies revenue of $1 billion with margins of 12.9 percent, excluding the business restructuring and other severance and impairment charges in the fourth quarter. Full-year Subsea Technologies revenue was $4.5 billion, including $540.6 million of unfavorable foreign currency impact. Subsea Technologies operating margins were 15.1 percent, excluding the business restructuring and other severance and impairment charges for the year.
Total inbound orders of $833.9 million in the fourth quarter included $490 million in Subsea Technologies orders. Total inbound orders for the full year were $4.8 billion and included $3.1 billion in Subsea Technologies orders.
The Company's backlog stands at $4.4 billion, including Subsea Technologies backlog of $3.8 billion.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. Named by Forbes® Magazine as one of the World's Most Innovative Companies in 2013, the company has approximately 17,400 employees and operates 29 production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words such as "expected," "continue," "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. FMC Technologies cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. 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 Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as the following: demand for our systems and services, which is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets; potential liabilities arising out of the installation or use of our systems; U.S. and international laws and regulations, including environmental regulations, that may increase our costs, limit the demand for our products and services or restrict our operations; disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business; fluctuations in currency markets worldwide; cost overruns that may affect profit realized on our fixed price contracts; disruptions in the timely delivery of our backlog and its effect on our future sales, profitability, and our relationships with our customers; the cumulative loss of major contracts or alliances; rising costs and availability of raw materials; a failure of our information technology infrastructure or any significant breach of security; our ability to develop and implement new technologies and services, as well as our ability to protect and maintain critical intellectual property assets; the outcome of uninsured claims and litigation against us; deterioration in future expected profitability or cash flows and its effect on our goodwill; continuing consolidation within our industry; and a downgrade in the ratings of our debt could restrict our ability to access the debt capital markets. FMC Technologies undertakes no obligation to publicly update or revise any of its 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.
FMC Technologies, Inc. will conduct its first quarter 2016 conference call at 9 a.m. ET on Wednesday, April 27, 2016. The event will be available at www.fmctechnologies.com. An archived audio replay will be available after the event at the same website address. In the event of a disruption of service or technical difficulty during the call, information will be posted at www.fmctechnologies.com/earnings.
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||
(In millions except per share amounts, unaudited) | ||||||||
Three Months Ended |
Twelve Months Ended | |||||||
December 31 |
December 31 | |||||||
2015 |
2014 |
2015 |
2014 | |||||
Revenue |
$ |
1,427.3 |
$ |
2,156.2 |
$ |
6,362.7 |
$ |
7,942.6 |
Costs and expenses |
1,344.6 |
1,856.6 |
5,770.6 |
6,874.1 | ||||
82.7 |
299.6 |
592.1 |
1,068.5 | |||||
Gain on sale of Material Handling Products |
- |
- |
- |
84.3 | ||||
Other expense, net |
(23.1) |
(24.8) |
(57.2) |
(54.0) | ||||
Income before net interest expense and income taxes |
59.6 |
274.8 |
534.9 |
1,098.8 | ||||
Net interest expense |
(7.9) |
(8.0) |
(32.3) |
(32.5) | ||||
Income before income taxes |
51.7 |
266.8 |
502.6 |
1,066.3 | ||||
Provision (benefit) for income taxes |
(4.5) |
96.2 |
107.8 |
361.0 | ||||
Net income |
56.2 |
170.6 |
394.8 |
705.3 | ||||
Net income attributable to noncontrolling interests |
(0.6) |
(2.0) |
(1.7) |
(5.4) | ||||
Net income attributable to FMC Technologies, Inc. |
$ |
55.6 |
$ |
168.6 |
$ |
393.1 |
$ |
699.9 |
Earnings per share attributable to FMC Technologies, Inc.: |
||||||||
Basic |
$ |
0.24 |
$ |
0.72 |
$ |
1.70 |
$ |
2.96 |
Diluted |
$ |
0.24 |
$ |
0.72 |
$ |
1.70 |
$ |
2.95 |
Weighted average shares outstanding: |
||||||||
Basic |
228.9 |
234.9 |
230.9 |
236.3 | ||||
Diluted |
229.6 |
235.6 |
231.7 |
236.9 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | |||||||||
BUSINESS SEGMENT DATA | |||||||||
(Unaudited and in millions) | |||||||||
Three Months Ended |
Twelve Months Ended | ||||||||
December 31 |
December 31 | ||||||||
2015 |
2014 |
2015 |
2014 | ||||||
Revenue |
|||||||||
Subsea Technologies |
$ |
1,018.7 |
$ |
1,435.4 |
$ |
4,509.0 |
$ |
5,266.4 | |
Surface Technologies |
317.0 |
584.3 |
1,487.6 |
2,130.7 | |||||
Energy Infrastructure |
96.0 |
137.8 |
395.4 |
557.4 | |||||
Other revenue (1) and intercompany eliminations |
(4.4) |
(1.3) |
(29.3) |
(11.9) | |||||
$ |
1,427.3 |
$ |
2,156.2 |
$ |
6,362.7 |
$ |
7,942.6 | ||
Income before income taxes |
|||||||||
Segment operating profit (loss) |
|||||||||
Subsea Technologies |
$ |
107.3 |
$ |
208.4 |
$ |
630.2 |
$ |
748.2 | |
Surface Technologies |
(7.3) |
116.4 |
60.6 |
393.0 | |||||
Energy Infrastructure |
(3.0) |
13.7 |
3.2 |
52.5 | |||||
Intercompany eliminations |
0.2 |
(0.3) |
0.2 |
(0.3) | |||||
Total segment operating profit |
97.2 |
338.2 |
694.2 |
1,193.4 | |||||
Corporate items |
|||||||||
Corporate expense (2) |
(15.2) |
(18.5) |
(60.2) |
(66.3) | |||||
Other revenue (1) and other expense, net (3) |
(23.0) |
(46.9) |
(100.8) |
(33.7) | |||||
Net interest expense |
(7.9) |
(8.0) |
(32.3) |
(32.5) | |||||
Total corporate items |
(46.1) |
(73.4) |
(193.3) |
(132.5) | |||||
Income before income taxes attributable |
|||||||||
to FMC Technologies, Inc. (4) |
$ |
51.1 |
$ |
264.8 |
$ |
500.9 |
$ |
1,060.9 | |
(1) Other revenue comprises certain unrealized gains and losses on derivative instruments related to unexecuted sales contracts. |
(2) Corporate expense primarily includes corporate staff expenses. |
(3) Other expense, net, generally includes stock-based compensation, other employee benefits, LIFO adjustments, certain foreign exchange gains and losses, and the impact of unusual or strategic transactions not representative of segment operations. |
(4) Excludes amounts attributable to noncontrolling interests. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||||
BUSINESS SEGMENT DATA | ||||||||
(Unaudited and in millions) | ||||||||
Three Months Ended |
Twelve Months Ended | |||||||
December 31 |
December 31 | |||||||
2015 |
2014 |
2015 |
2014 | |||||
Inbound Orders |
||||||||
Subsea Technologies |
$ |
490.0 |
$ |
1,705.8 |
$ |
3,102.7 |
$ |
5,547.1 |
Surface Technologies |
259.2 |
498.0 |
1,289.8 |
2,070.4 | ||||
Energy Infrastructure |
89.0 |
89.8 |
379.3 |
473.3 | ||||
Intercompany eliminations and other |
(4.3) |
3.5 |
(17.3) |
(6.2) | ||||
Total inbound orders |
$ |
833.9 |
$ |
2,297.1 |
$ |
4,754.5 |
$ |
8,084.6 |
December 31 |
||||||||
2015 |
2014 |
|||||||
Order Backlog |
||||||||
Subsea Technologies |
$ |
3,761.8 |
$ |
5,793.1 |
||||
Surface Technologies |
432.8 |
654.2 |
||||||
Energy Infrastructure |
163.9 |
187.0 |
||||||
Intercompany eliminations |
(2.9) |
(14.9) |
||||||
Total order backlog |
$ |
4,355.6 |
$ |
6,619.4 |
||||
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
(In millions) | ||||
December 31, |
December 31, | |||
2015 |
2014 | |||
(Unaudited) |
||||
Cash and cash equivalents |
$ |
916.2 |
$ |
638.8 |
Receivables, net |
1,522.4 |
2,127.0 | ||
Inventories, net |
744.6 |
1,021.2 | ||
Other current assets |
765.5 |
649.4 | ||
Total current assets |
3,948.7 |
4,436.4 | ||
Property, plant and equipment, net |
1,371.5 |
1,458.4 | ||
Goodwill |
514.7 |
552.1 | ||
Intangible assets, net |
246.3 |
314.5 | ||
Other assets |
356.7 |
410.7 | ||
Total assets |
$ |
6,437.9 |
$ |
7,172.1 |
Short-term debt and current portion of long-term debt |
$ |
21.9 |
$ |
11.7 |
Accounts payable, trade |
519.3 |
723.5 | ||
Advance payments and progress billings |
664.6 |
965.2 | ||
Other current liabilities |
1,137.5 |
1,083.2 | ||
Total current liabilities |
2,343.3 |
2,783.6 | ||
Long-term debt, less current portion |
1,134.1 |
1,293.7 | ||
Other liabilities |
429.6 |
617.1 | ||
FMC Technologies, Inc. stockholders' equity |
2,511.8 |
2,456.3 | ||
Noncontrolling interest |
19.1 |
21.4 | ||
Total liabilities and equity |
$ |
6,437.9 |
$ |
7,172.1 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
(Unaudited and in millions) | ||||
Twelve Months Ended | ||||
December 31 | ||||
2015 |
2014 | |||
Cash provided (required) by operating activities: |
||||
Net income |
$ |
394.8 |
$ |
705.3 |
Depreciation and amortization |
251.6 |
232.5 | ||
Gain on sale of Material Handling Products |
- |
(84.3) | ||
Receivables, net |
395.0 |
(243.0) | ||
Inventories, net |
238.0 |
(99.4) | ||
Accounts payable, trade |
(154.5) |
33.8 | ||
Advance payments and progress billings |
(234.7) |
225.0 | ||
Asset impairment charges |
66.5 |
- | ||
Other |
(24.3) |
122.6 | ||
Net cash provided by operating activities |
932.4 |
892.5 | ||
Cash provided (required) by investing activities: |
||||
Capital expenditures |
(250.8) |
(404.4) | ||
Proceeds from sale of Material Handling Products, net of cash divested |
- |
105.6 | ||
Other investing |
(24.4) |
13.7 | ||
Net cash required by investing activities |
(275.2) |
(285.1) | ||
Cash provided (required) by financing activities: |
||||
Net decrease in debt |
(133.8) |
(59.7) | ||
Purchase of stock held in treasury |
(186.2) |
(247.6) | ||
Other financing |
(25.6) |
(48.1) | ||
Net cash required by financing activities |
(345.6) |
(355.4) | ||
Effect of changes in foreign exchange rates on cash and cash equivalents |
(34.2) |
(12.3) | ||
Increase in cash and cash equivalents |
277.4 |
239.7 | ||
Cash and cash equivalents, beginning of period |
638.8 |
399.1 | ||
Cash and cash equivalents, end of period |
$ |
916.2 |
$ |
638.8 |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||||||
(In millions except per share amounts, unaudited) | ||||||||
Three Months Ended |
Twelve Months Ended | |||||||
December 31 |
December 31 | |||||||
2015 |
2014 |
2015 |
2014 | |||||
(after-tax) |
||||||||
Net Income attributable to FMC Technologies, Inc., excluding charges and credits |
$ |
107 |
$ |
198 |
$ |
526 |
$ |
695 |
Impairment charges (1) |
- |
- |
(51) |
- | ||||
Restructuring and other severance charges (2) |
(22) |
- |
(49) |
(4) | ||||
Inventory write-downs (3) |
(29) |
- |
(33) |
- | ||||
Gain on sale of Material Handling Products (4) |
- |
- |
- |
55 | ||||
U.S. pension de-risking charge (5) |
- |
(16) |
- |
(16) | ||||
Intercompany foreign currency charge (6) |
- |
(13) |
- |
(30) | ||||
Net Income attributable to FMC Technologies, Inc., as reported |
$ |
56 |
$ |
169 |
$ |
393 |
$ |
700 |
Diluted EPS, excluding charges and credits |
$ |
0.46 |
$ |
0.84 |
$ |
2.27 |
$ |
2.93 |
Diluted EPS, as reported |
$ |
0.24 |
$ |
0.72 |
$ |
1.70 |
$ |
2.95 |
(1) Tax benefit of $15 million during the twelve months ended December 31, 2015. | ||||||||
(2) Tax benefit of $8 million and $17 million during the three and twelve months ended December 31, 2015, respectively and $1 million during the twelve months ended December 31, 2014. | ||||||||
(3) Tax benefit of $13 million and $15 million during the three and twelve months ended December 31, 2015, respectively. | ||||||||
(4) Tax provision of $30 million during the twelve months ended December 31, 2014. | ||||||||
(5) Tax benefit of $9 million during the three and twelve months ended December 31, 2014. | ||||||||
(6) Tax benefit of nil and $4 million during the three and twelve months ended December 31, 2014, respectively. |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||||
(In millions, unaudited) | ||||||
Three Months Ended | ||||||
December 31, 2015 | ||||||
Subsea |
Surface |
Energy | ||||
(pre-tax) |
||||||
Segment operating profit, excluding charges |
$ |
131.8 |
$ |
32.1 |
$ |
6.5 |
Impairment charges |
(2.6) |
0.4 |
- | |||
Restructuring and other severance charges |
(21.9) |
(3.5) |
(3.8) | |||
Inventory write-downs |
- |
(36.3) |
(5.7) | |||
Segment operating profit (loss), as reported |
$ |
107.3 |
$ |
(7.3) |
$ |
(3.0) |
Segment operating profit as a percent of revenue, excluding charges |
12.9% |
10.1% |
6.8% | |||
Segment operating profit (loss) as a percent of revenue, as reported |
10.5% |
-2.3% |
-3.1% | |||
Twelve Months Ended | ||||||
December 31, 2015 | ||||||
Subsea |
Surface |
Energy | ||||
(pre-tax) |
||||||
Segment operating profit, excluding charges |
$ |
679.9 |
$ |
175.4 |
$ |
19.1 |
Impairment charges |
(5.1) |
(61.4) |
- | |||
Restructuring and other severance charges |
(44.6) |
(12.3) |
(8.5) | |||
Inventory write-downs |
- |
(41.1) |
(7.4) | |||
Segment operating profit, as reported |
$ |
630.2 |
$ |
60.6 |
$ |
3.2 |
Segment operating profit as a percent of revenue, excluding charges |
15.1% |
11.8% |
4.8% | |||
Segment operating profit as a percent of revenue, as reported |
14.0% |
4.1% |
0.8% |
FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES | ||||
RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES | ||||
(In millions) | ||||
December 31, |
December 31, | |||
2015 |
2014 | |||
(Unaudited) |
||||
Cash and cash equivalents |
$ |
916.2 |
$ |
638.8 |
Short-term debt and current portion of long-term debt |
(21.9) |
(11.7) | ||
Long-term debt, less current portion |
(1,134.1) |
(1,293.7) | ||
Net debt |
$ |
(239.8) |
$ |
(666.6) |
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, Feb. 12, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) announced today that Maryann Mannen, Executive Vice President and Chief Financial Officer, will address attendees on Tuesday, February 23, at 1:15 p.m. MT at the following event:
Event: |
Credit Suisse 21st Annual Energy Summit |
February 22 – 25, 2016 | |
Location: |
Vail Cascade Resort & Spa |
1300 Westhaven Drive | |
Vail, CO 81657 |
The live webcast and accompanying presentation slides will be available at the time of the event and can be accessed at http://ir.fmctechnologies.com/events.cfm.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. Named by Forbes® Magazine as one of the World's Most Innovative Companies in 2013, the company has approximately 18,500 employees and operates 24 production facilities in 14 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
HOUSTON, Jan. 25, 2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) announced today that it signed an agreement with Woodside for the design, manufacture and supply of subsea production systems for the Greater Western Flank Phase 2 (GWF-2) Project as part of the North West Shelf (NWS) Project in Western Australia. The contract is valued at approximately $180 million for FMC Technologies and includes: subsea production trees, wellheads, manifolds, subsea and topside controls, and flowline connection systems. Deliveries are expected to begin in 2016 and continue through 2018.
"Our continued collaboration on the North West Shelf Project further solidifies the 20-year relationship between FMC Technologies and Woodside," said Tore Halvorsen, Senior Vice President, Subsea Technologies. "This development assists with the timely and efficient commercialization of the project's gas reserves."
The GWF-2 Project is the fourth major gas development for the NWS Project in the last seven years and is expected to develop 1.6 trillion cubic feet of raw gas from its combined six fields using subsea infrastructure and 21.7 miles (35 kilometers) of 16 inch pipeline connecting to the existing Goodwyn A platform.
The GWF-2 Project is expected to begin production in 2019.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. Named by Forbes® Magazine as one of the World's Most Innovative Companies in 2013, the company has approximately 18,500 employees and operates 24 production facilities in 14 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The word "estimated" 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. Known material factors that could cause our actual results to differ from those in the forward-looking statements include the Company's ability to successfully deliver, and Woodside's acceptance of, the subsea products ordered. For additional information regarding known material factors that could cause actual results to differ from projected results, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as well as its other filings with the Securities and Exchange Commission. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any of its forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Photo - http://photos.prnewswire.com/prnh/20160125/325395
Logo - http://photos.prnewswire.com/prnh/20081222/LAM028LOGO
SOURCE FMC Technologies, Inc.
Range Modularized LNG Solution (subscriber access)
Status: (subscriber access)
Parent Entities:
Baker Hughes
Technip Energies
Technip Baytown Hydrogen Plant (subscriber access)
Status: (subscriber access)
Parent Entities:
Technip Energies
Subscribe now for access to Criterion Research's historical production and forecast production by company.
Subscribe now for access to Criterion Research's hedge and analysis.