Filed by FMC Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Companies: FMC Technologies, Inc., Technip S.A. and TechnipFMC Limited
Date: October 31, 2016
This filing relates to a proposed business combination involving
FMC Technologies, Inc., Technip S.A. and TechnipFMC Limited
(Subject Company Commission File No.: 001-16489;
Commission File No. for Registration Statement on Form S-4: 333-213067)
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TechnipFMC:
Leading Integrated Solutions Provider for the Oil and Gas Industry
Roadshow
October 31st to November 10th, 2016
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Disclaimer
Important Information for Investors and Securityholders
Forward-Looking Statements
meaning This communication of Section 27A contains of the “forward United -States looking Securities statements. Act “ All of 1933, statements as amended other than (the statements “Securities of Act”), historical and Section fact contained 21E of the in this United report States are forward Securities -looking Exchange statements Act of within 1934, the as amended operating (the results. “Exchange Forward Act”) -looking . Forward statements -looking are statements often identified usually by relate the words to future “believe,” events “expect,” and anticipated “anticipate,” revenues, “plan,” earnings, “intend,” “foresee,” cash flows “should,” or other “would,” aspects “could,” of our operations “may,” “estimate,” or looking “outlook” statements and similar are expressions, based on our including current the expectations, negative thereof. beliefs The and absence assumptions of these concerning words, however, future developments does not mean and that business the statements conditions are and not their forward potential -looking. effect These on us. forward While -management anticipate. 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 timely Factors manner that could or otherwise; cause actual failure results to satisfy to differ other materially closing from conditions those to in the the forward proposed -looking transactions; statements failure include to obtain failure favorable to obtain opinions applicable from regulatory counsel for or each stockholder company approvals to the effect in a of how liabilities, TechnipFMC or changes Limited in U. (to S. federal be renamed or international TechnipFMC tax plc) laws (“TechnipFMC”) or interpretations should to which be treated they are for subject, U.S. tax including purposes the as risk a result that the of the Internal proposed Revenue transaction; Service risks disagrees associated that with tax TechnipFMC estimated cost is savings, a foreign value corporation of certain for tax U.S. assets, federal synergies tax purposes; and growth risks that or that the new such businesses benefits may will take not longer be integrated to realize successfully than expected; or that failure the combined to realize companies anticipated will benefits not realize of the factors combined in the operations; companies’ risks industries; relating to ability unanticipated to hire and costs retain of key integration; personnel; reductions ability to in successfully client spending integrate or a slowdown the companies’ in client businesses; payments; the unanticipated potential impact changes of announcement relating to competitive or manner consummation anticipated; of the reliance proposed on transaction and integration on relationships of information with technology third parties, systems; including changes clients, in employees legislation or and governmental competitors; regulations ability to attract affecting new the clients companies; and retain international, existing clients national in the or local make economic, in connection social with or the political parties’ conditions critical accounting that could adversely estimates affect and legal the companies proceedings; or and their the clients; parties’ conditions international in the operations, credit markets; which risks are associated subject to the with risks assumptions of currency the fluctuations parties and foreign exchange controls.
All materially of our forward from our -looking historical statements experience involve and our risks present and uncertainties expectations (some or projections. of which are You significant should carefully or beyond consider our control) the foregoing and assumptions factors and that the could other cause risks and actual uncertainties results to differ that affect on Form the 8 parties’ -K and other businesses, documents including filed from those time described to time in by FMC FMC Technologies’ Technologies (“FMC and TechnipFMC Technologies”) with Annual the United Report States on Form Securities 10-K, and Quarterly Exchange Reports Commission on Form (the 10-Q, “SEC”) Current and Reports those described marchés financiers in Technip or S. the A. ’s “AMF”) (“Technip”) . We wish annual to caution reports, you registration not to place documents undue reliance and other on documents any forward filed -looking from statements, time to time which with the speak French only financial as of the markets date hereof. regulator We undertake (Autorité des no obligation the extent to required publicly by update law. 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
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Disclaimer
No Offer or Solicitation
This securities communication or the solicitation is not intended of any vote to and in any does jurisdiction not constitute pursuant an offer to the to proposed sell or the transactions solicitation of or an otherwise, offer to subscribe nor shall for there or be buy any or an sale, invitation issuance to purchase or transfer or of subscribe securities for in any any applicable jurisdiction European in contravention regulations. of applicable Subject law. to certain No offer exceptions of securities to be shall approved be made by except the relevant by means regulators of a prospectus or certain facts meeting to be the ascertained, requirements the of public Section offer 10 will of not the be Securities made directly Act and or indirectly, without limitation, in or into facsimile any jurisdiction transmission, where telephone to do so would and the constitute internet) a of violation interstate of the or foreign laws of commerce, such jurisdiction, or any or facility by use of of a national the mails securities or by any exchange, means or of instrumentality any such jurisdiction. (including
Additional Information
Important Additional Information Has Been Filed with the SEC
TechnipFMC (the “proxy statement/prospectus”) has filed with the SEC . The a registration registration statement statement on on Form Form S- S 4,- 4 which was declared includes a effective proxy statement by the SEC of FMC on October Technologies 24, 2016 that and also a definitive constitutes proxy a prospectus statement/prospectus of TechnipFMC has
AND been OTHER delivered RELEVANT as required DOCUMENTS by applicable law. FILED INVESTORS OR TO BE AND FILED STOCKHOLDERS WITH THE SEC, ARE IN THEIR URGED ENTIRETY TO CAREFULLY WHEN THEY READ BECOME THE DEFINITIVE AVAILABLE PROXY BECAUSE STATEMENT/PROSPECTUS, THEY CONTAIN OR WILL and stockholders CONTAIN IMPORTANT can obtain free INFORMATION copies of the definitive ABOUT FMC proxy TECHNOLOGIES, statement/prospectus TECHNIP, and other TECHNIPFMC, documents filed THE with PROPOSED the SEC by TRANSACTIONS the parties through AND the RELATED website maintained MATTERS. by Investors the SEC at Technologies’ www.sec.gov. website In addition, at www. investors fmctechnologies. and stockholders com (for can documents obtain free filed copies with the of the SEC definitive by FMC proxy Technologies) statement/prospectus or on Technip’s and website other documents at www.technip. filed with com the (for SEC documents on FMC filed with the SEC by Technip).
Important Additional Information Has Been Made Available in an Information Document
Technip INVESTORS has made AND STOCKHOLDERS available an information ARE document URGED TO in CAREFULLY connection with READ the Technip THE INFORMATION meeting of stockholders DOCUMENT, called AND to approve OTHER RELEVANT the proposed DOCUMENTS transaction (the PUBLISHED “Information OR Document”) TO BE .
PUBLISHED TECHNIP, TECHNIPFMC, ON THE TECHNIP THE PROPOSED WEBSITE, IN TRANSACTIONS THEIR ENTIRETY AND BECAUSE RELATED THEY MATTERS. CONTAIN Investors OR WILL and CONTAIN stockholders IMPORTANT can obtain INFORMATION free copies of the ABOUT Information FMC TECHNOLOGIES, 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
the TechnipFMC proposed will transaction make publicly and their available admission a prospectus, to trading prepared on the regulated in accordance market with of Euronext the EU Prospectus Paris (including Directive any supplement 2003/71/EC, thereto, with respect the “Admission to the issuance Prospectus”) of new .shares INVESTORS as a result AND of
STOCKHOLDERS AVAILABLE BECAUSE ARE URGED THEY WILL TO CAREFULLY CONTAIN IMPORTANT READ THE INFORMATION ADMISSION PROSPECTUS, ABOUT FMC TECHNOLOGIES, AND OTHER RELEVANT TECHNIP, DOCUMENTS, TECHNIPFMC, IN THEIR THE PROPOSED ENTIRETY TRANSACTIONS WHEN THEY BECOME AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
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Disclaimer
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.
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Meeting Attendees
Thierry Pilenko
Current Role: Chairman and Chief Executive Officer of Technip
Future Role: Executive Chairman of TechnipFMC
Douglas Pferdehirt
Current Role: President and Chief Executive Officer of FMC Technologies
Future Role:
Chief Executive Officer of TechnipFMC
Maryann Mannen
Current Role:
Chief Financial Officer of FMC Technologies
Future Role:
Chief Financial Officer of TechnipFMC
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1 Transaction Update
2 Market Update
3 Combining Forces to Create an Integrated Industry Leader
4 TechnipFMC – Strong Financial Profile
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Section 1:
Transaction Update
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TechnipFMC: Broadest Portfolio of Solutions for the Production and Transformation of Oil and Gas
ONSHORE/OFFSHORE
Deepwater Mining & Metals Shallow Water LNG FLNG Petrochemicals Refining & Hydrogen
SURFACE
Surface Production & Drilling Systems Jetty Loading Arms
SUBSEA
Life of field and monitoring SURF: Subsea umbilicals, risers and flowlines SPS: Subsea production systems (incl. processing)
FEED and sub-surface expertise
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Key Terms of the Transaction
Clear Leadership and
Timeline to Closing All-Stock Merger Balanced Governance
Transaction Structure
Listing
Transaction Terms
Management and Corporate Governance
Headquarters
Achieved Approvals
Next Steps
TechnipFMC incorporated in the U.K.
U.S. reverse triangular merger for FMC Technologies and European cross-border merger for Technip
Shares listed on the NYSE and Euronext Paris with TechnipFMC seeking inclusion in S&P 500 and CAC40 indices
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
It is anticipated that immediately following completion of the mergers, former FMC Technologies stockholders will own approximately 49.1% of TechnipFMC on a fully diluted basis and former Technip stockholders will own approximately 50.9% of TechnipFMC on a fully diluted base
Management team
– Executive Chairman – Thierry Pilenko
– Chief Executive Officer – Doug Pferdehirt
– Chief Financial Officer – Maryann Mannen
– Chief Operating Officer – Julian Waldron
Board: 14 members with an equal number of historical FMC Technologies and Technip Directors
Headquarters in Paris, Houston and London
Antitrust approvals in the U.S., Turkey, India, Russia, Mexico and Australia(1) Work council consultation process in Europe S-4 declared effective CFIUS and MINEFI
Conclusion of antitrust review in remaining countries(2), other approvals and customary closing conditions Shareholders’ votes for both Technip and FMC Technologies on December 5, 2016 Closing expected early 2017
(1) In addition, clearance from Australian’s Foreign Investment Review Board (2)EU and Brazil
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The Future Executive Leadership Team
Board of Directors Thierry Pilenko Doug Pferdehirt
Richard alabaster President Surface Technologies Barry Glickman President Subsea Services Hallvard Hasselknippe President Subsea Projects Nello Uccelletti President Onshore/ Offshore Julian Waldron Executive Vice President and Chief Operating Officer
Brad Beitler executive Vice President technology and R&D Maryann Mannen Executive Vice President and Chief Financial Officer Thierry Parmentier Executive Vice President Human Resources
Dianne Raiston Executive Vice President and Chief Legal Officer Mark Scott Executive Vice President Quality, HSE/Security and Communications tore Halvorsen, Executive Vice President and Senior Advisor
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Good Progress on Technip and FMC Technologies Merger Process
October 24, 2016 October 7, 2016 French foreign US foreign investment
May 19, 2016
Combination investment approval (MINEFI)
Early 2017 announcement approval (CFIUS)
Expected
October 25, 2016 combination
October 24, 2016 Documents for
October 4, 2016 completion
Signing of Cross Form S-4 shareholders
June 14, 2016
Merger Border effective meetings made BCA signing Terms available
December 5, 2016
Work council Technip & FMC approvals Technologies shareholders meetings
June 24, 2016 August 11, 2016 September 30, 2016 October 14, 2016 October 25, 2016
Early conclusion of Turkey antitrust Russia antitrust Mexico antitrust Australia foreign US antitrust review approval approval approval investment clearance
September 21, 2016
India antitrust approval REMAINING PROCESSES
Antitrust: EU and Brazil
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Upcoming Shareholders’ Vote on the Proposed Combination
Technip and FMC Technologies shareholders to vote on the proposed combination at their respective shareholders meetings
GENERAL SHAREHOLDERS MEETING / SPECIAL MEETING OF Shareholders meeting SPECIAL SHAREHOLDERS MEETING (1) STOCKHOLDERS (2) December 5th, 2016 December 5th, 2016
Vote on the proposed merger of Technip with TechnipFMC, the future holding
Vote on the proposed combination of Agenda company of the combined group Technip and FMC Technologies Vote on the removal of double voting rights
Respective Board of
“FOR” “FOR” Directors recommendation
(1) Technip shareholders are urged to refer to the documents made available on Technip’s website in connection with the extraordinary general meeting of shareholders and the special meeting of shareholders with double voting rights (2) FMCTI stockholders are urged to refer to the combined proxy statement of FMC Technologies regarding the special meeting and registration statement of TechnipFMC on Form S-4 (which was declared effective by the United States Securities and Exchange Commission on October 24, 2016) and to the definitive combined proxy statement and registration statement which will be mailed to them
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Section 2:
Market Update
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Offshore Remains Critical to the Future…
~36 Million Barrels / Day of Incremental Production
…With a Large Portion to Come from Deepwater
Required by 2025e…
MMb/d MMb/d
12.0
110 ~8.5
10.0
100
8.0
90
6.0
80
4.0
70
2.0
60 0.0
2016 2025 2015 Decline Incremental 2025
Current Sources of Production Deepwater
Conventional & Other Shale
Source: Rystad Energy Supply Study; October 2016 Source: Rystad Energy Supply Study, FMC Technologies; October 2016
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…and It Accounts for Majority of Majors’ Production
…While More Than 50% of the Majors’ 2P Reserves Offshore Contributes Significantly to Majors’ Production… Remaining Is Offshore
2016 Production by Classification (%) (1) Remaining 2P Reserves by Classification (%) (1)
100% 100%
4%
10% 16% 18% 15% 32% 80% 80% 42% 41% 40% 45% 46% 47% 52% 55% 54% 58% 60% 65% 60% 60%
96% 90% 84% 82% 85% 40% 40% 68% 58% 59% 60% 55% 54% 53% 48% 45% 46% 42% 20% 20% 40% 35%
0% 0%
Weighted Weighted Average Average
Offshore Onshore
Source Wood Mackinzie
1 Production and proved reserves as of 2Q 2016
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SPS and SURF Remain Critical Components of Offshore Development
SPS and SURF components represent up to 1/3rd of deepwater development costs and remain well-positioned for a market recovery given the importance of offshore production to future hydrocarbon supply
SPS / SURF is One of the Largest Component of Strong History of Subsea Tree Orders Project Costs
Subsea Tree Orders by Region 2006-2016 YTD (Trees)
600
551
480 462
452 432 SPS / SURF
413 Drilling / Well 375 Construction
360
319 314 34%
39%
240 232 153
120
45
27%
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 FPSO / Platform YTD
Brazil
All Other Regions
Source Quest Offshore Source: Morgan Stanley Research, FMCTI Internal Analysis
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TechnipFMC Will Be Best Positioned to Seize Opportunities Across Upstream and Downstream
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Section 3:
Combining Forces to Create an Integrated Industry Leader
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Combining Forces to Create an Integrated Industry Leader
TechnipFMC Will Do More
Create a unique contracting model
Accelerate and integrate technology innovation
Deliver both a lower project cost and operating structure
Develop integrated offerings beyond subsea
Increasing interest in the integrated model as clients grasp unique capabilities generated by the TechnipFMC combination
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Supported by Most Recent Achievements of the
Alliance
ALLIANCE
First Alliance Award
Unique Subsea Integrated Design
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17
Client: Hurricane
Studies 15
Alliance selected as exclusive provider
10
FEED of subsea solutions for the Lancaster
of (1)
. 5 EPS and for subsequent development
No of the Greater Lancaster Area
0
02468 10 12 14
Months after Establishing JV/Alliance
Strong market acceptance Unique leadership:
with 17 integrated FEEDs Integrated SPS+SURF
since inception in June 2015 solutions
(1) Early Production System
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TechnipFMC is the Sole Player Offering Full Suite of Capabilities
Conceptual Design Life-of-Field
Project Execution Decommissioning
& FEED & Maintenance
Equipment
Engineering Procurement Construction Installation
Rationalized supply subsea Maximised
reliability and architecture Unique asset and uptime and design Joint SPS+SURF Shortened time to first technological
R&D Increased capabilities for improved oil and offshore Optimized technology application aftermarket
installation through technology and combination capabilities Best possible line-better planning
applications up to undertake Improved
performance client Improved field Reduced project Strengthen leverage on over the life of challenges performance interfaces and procurement contingencies field
Leading market Leading market players Largest Leading players(1) SPS and SURF installed base capabilities
Accelerate time Superior project Maximize to first oil execution production uptime
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Genesis Oil & Gas Consultants and Forsys Subsea joint venture |
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“Making it Real”
Redefine Industry
Redesign Subsea
Integrate Technologies
Reinvent Products
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Reinvent Products
Compact Subsea Manifold
Reduce product complexity with proprietary technology
Create differentiated products that focus on deliverability and installability Case Study: Traditional versus Compact Subsea Manifold
Simplicity – 50% fewer parts
Deliverability – 50% schedule reduction Installability – 50% less weight
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Integrate Complementary Technologies
Subsea processing Connector Manifold
ETH PiP(1) Flexible pipe Direct Tie-In
Increased Optimized Simplified efficiency connectivity architecture
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ETH PiP: Electrically Trace Heated Pipe-in-Pipe |
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Redesign Subsea Through Integrated Approach
Key Benefits
Traditional
Approach 50% of risers and flowlines
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PLETS at end of flowlines |
Fewer SPS interfaces Less complexity through reduced part counts Fewer risers and flowlines Enhancements Lower cost Faster installation time through integrated
procurement Time to first oil
offshore installation
Proprietary Technologies duration
execution interfaces and risks
Enhanced Approach
Up to 30% CAPEX Reduction
Umbilical
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Redefine Project Economics
Reduced cost of materials and Integrated increased purchasing power
Procurement Eg. Lighter-smaller Subsea Equipment, Carbon Fiber armor within flexibles
Reduced interfaces and risk accelerated Optimized subsea One Simplified architecture reducing time to first oil SPS & SURF Buckets of Equipment
equipment on
Eg. smart integrated Provider Set-up design and installation ~30% seabed by ~50% CAPEX Eg. less PLETs, flowline and riser lengths
Savings
Introduce active equipment One offshore
Eg. combination ETH PiP and Optimized Reduced installation multi-phase pumping Flow Installation for entire
Assurance Phase subsea structure
Remove costly
back-up solutions Eg. installation of in-line manifold with pipeline and direct connection to well
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Subsea Services Provide Growth Opportunities Throughout the Entire System Life Cycle
Subsea
Asset Production Well Drilling Installation Field IMR management optimization Services Systems
Strong market presence
Current presence, strong growth opportunity 27
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Onshore/Offshore: Strong Enabler to Capture
Downstream Market Resilience in 2016 and 2017
MIDOR refinery, Egypt
Over 50 years of
greenfield & Involvement since refinery
brownfield expertise construction in the 1990’s
Direct FEED award leading to EPC
Technip helped arrange ECA(1) and
project financing
Leading
Best-in-class
integrated model
Proprietary
from design to Technologies Prelude FLNG, Australia
full EPC(2) Unique
Integrating onshore / offshore and
Offering subsea capabilities
Capitalize on long-term relationship
with Shell
Front-runner in FLNG
Highly valued Yamal LNG, Russia
Broad range of
project
expertise and Early involvement
management
solid reputation Strong track-record in large-scale
know-how
LNG
Modularization proven know-how
EBIT margins to Negative Capital
Employed (1) Export Credit Agency
rise over 2015-2017 (2) Engineering, Procurement, Construction
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Surface Technologies: Creating Value with Market
Leading Products and Integrated Solutions
Surface Integrated Services (SIS)
“One Vendor One Invoice One
Lead = Improved Synergies and
Completion Quality”
Integration of surface wellhead,
completions, and measurement
Fluid Control
SIS:
Leading product supplier to major
A Unique oilfield service companies
Integrated Flowline products used during the
well construction and stimulation
Offering Manifold trailers, well service
pumps, and compact valves
Surface Wellhead International
Drilling, completion and production
wellhead systems
Onshore and offshore applications
Long-term customer relationships
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Section 4:
TechnipFMC – Strong Financial Profile
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Building on Complementarity to Create a Broad-
Based Market Leader…
Subsea Onshore / Offshore Surface
Subsea products: Project management, proprietary Drilling, completion and production
technology, equipment and early studies wellhead equipment, chokes, compact
– Trees, manifolds, control, templates,
to detailed design: valves, manifolds and controls
flowline systems, umbilicals & flexibles
– Subsea processingTreating iron, manifolds and reciprocating
– Offshore: fixed platforms (jackets, self-
pumps for frac’ing and cementing
– ROVs and manipulator systems elevating platforms, GBS, artificial
islands) and floating facilities (FPSO, Advanced separation and flow-treatment
Subsea projects
semi submersibles, Spar, TLP, FLNG) systems
– Field architecture, integrated design
Flow metering products and systems
– Engineering, procurement – Onshore: gas monetization, refining,
petrochemicals, onshore pipelines, Marine, truck and railcar loading systems
Subsea services: furnaces, etc
Installation and maintenance services
– Drilling systems
– Services: project management
Frac-stack and manifold rental and
– Installation using high-end fleet consultancy, process technologies
operation services
– Asset management & production
optimizationFrac flowback and well testing services
– Field IMR and well services
Backlog: $8.0bnBacklog: $7.8bnBacklog: $0.5bn
Source: Company filings
Note: Pro forma backlog as of 30-Sep-2016. USD/EUR FX rate as of 25-Oct-2016.
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…With Significant Scale…
Third Largest OFS Company by Revenue
Top 10 OFS Companies by 2015A Revenue ($Bn)
44.3 45
30
23.6 Proforma
19.7
16.5 15.7
15 14.8 13.3
12.5
9.4
6.4
0
SLB HAL TECFMC GE BHI NOV TEC SPM WFT FTI O&G
Source: Company Filings; EUR/USD FX rate as of 28-Oct-2016
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…and One of the Strongest Balance Sheets Amongst OFS Providers
One of the Lowest Leverage Levels… …and a Significant Cash Position
2015A Debt / EBITDA (2) (x) Top Listed OFS Companies (1) by 2015A Net Cash / EBITDA (2) (x)
8 7.5 3
1.7
0.9 1
6 5.7
(0.3) (1) (0.6)
(0.9)
(1.3) (1.3)
Proforma
4 3.7 (3)
(3.4)
2.3 (5)
2.3
Proforma
1.9 1.9
2 1.8
1.2
(7)
(7.2)
0 (9)
FTI TECFMC NOV SLB TEC BHI HAL WFT SPM WFT SPM BHI HAL NOV SLB FTI TECFMC TEC
Source: Company filings; EUR/USD FX rate as of 28-Oct-2016
1 Excluding conglomerates and construction companies with Oil Field Services operations
2 EBITDA calculated as Revenue—Expenses + Depreciation and Amortization; Pro forma for $3.5bn termination break-up fee, HAL and BHI net cash / EBITDA is respectively (2.1)x and (1.3)x
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Track Record of Sustainable Returns
EBITDA (1) Margin 2013-2016 YTD
16.8 %
13.5 % 12.4 %
11.5 % 10.2 % 10.4 % 11.4 %
8.0 % 2013 2014 2015 2016 YTD 2013 2014 2015 2016 YTD
ROCE (2) 2013-2015
19.0%
13.8% 15.2%
13.6% 12.4% 12.8%
12.1% 11.4%
2013 2014 2015 Average 2013 2014 2015 Average
Source: Company Filing
1 EBITDA as published for Technip (excludes income / (loss) from equity affiliates) and for FMC Technologies as per definition EBITDA = Revenue – Expenses + D&A; YTD corresponds to 9-months period ending 30-Sep-2016
2 Capital employed: Equity + Financial debts—Cash and cash equivalents + Non-current provisions + Other non-current liabilities; EBIT post tax: Operating income from recurring activities adjusted for estimated normative tax rate + income from associates
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Operating Cash Flow Exceeds Investment Needs
Capex ($mm)
629
410 404 322 314
251
106 93
2013 2014 2015 2016 YTD 2013 2014 2015 2016 YTD
Operating Cash Flow ($mm)
1,441
1,140
948 893 932 795
355
227
2013 2014 2015 2016 YTD 2013 2014 2015 2016 YTD
Source: Company Filings; EUR/USD FX rate as of 28-Oct-2016; YTD corresponds to 9-months period ending 30-Sep-2016
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The Combined Group Will Benefit from a Balanced Business Exposure
Sep-2016 Pro Forma Backlog by Segment
Total: $13.4bn $3.0bn $16.4bn
2016 YTD Pro Forma Revenue by Segment
Subsea 55%
Total: $8.3bn $3.5bn $11.8bn
Subsea Onshore & Offshore Surface Energy
Source: Company Filings; EUR/USD FX rate as of 28-Oct-2016; YTD corresponds to 9-months period ending 30-Sep-2016
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Significant Potential for Cost Synergies…
Pre-Tax Cost Synergies of approximately $400m expected by 2019
Supply Chain
Commodity raw material cost Base plan Stretch savingsBetter terms with shared suppliers
Beneficial scale effect from Additional cost
higher volumes reduction opportunities
Corporate and OthersOther financial upside
One Board of Directors ~$400m including balance sheetOne management team Realized 2019e and liquidityLeverage global shared services
management
Infrastructure
Right-size general & administrative expenseRationalize real-estate footprint
Leverage regional shared On top of each company’s
services existing cost saving initiatives
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…and Multiple Opportunities to Create Revenue Synergies
Early involvement can improve positioning on new projects
Strong differentiation provides immediate and significant cost reductionPortfolio of projects and solutions can capture greater subsea scope Substantial revenue growth from expanded “Life of Field” opportunityShorter project delivery schedules will accelerate time to first oil Integrated offering should improve executionEnhanced client relationship thanks to a broader portfolio of solutions
The integration approach will benefit revenues and profitability
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TechnipFMC: Driving Change by Redefining the
Production and Transformation of Oil & Gas
Builds a comprehensive and flexible offering across each market
from concept to project delivery and beyond
Products: best-in-class equipment and systems provider
Leading and highly complementary equipment offering; scaling up
best-in-class technology through enhanced R&D
Projects: unique capabilities throughout project life-cycle
SubseaFrom concept to project delivery and beyond; setting new project
economic standards
Services: enhanced service proposition
Leveraging FMC Technologies’ leading solutions to service a larger
installed base; expanding scope of service offering
Strong midstream/downstream footprint
Onshore / Leveraging further on Technip’s engineering capabilities
OffshoreFrom concept to technology to project delivery
60 years of complex developments & client relationships
Global product and service platform
SurfaceEnhanced offering in North America
Strengthened international presence
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