NOTE 3. MERGER OF FMC TECHNOLOGIES AND TECHNIP

Description of the Merger

On June 14, 2016, FMC Technologies and Technip entered into a definitive business combination agreement providing for the business combination among FMC Technologies, FMC Technologies SIS Limited, a private limited company incorporated under the laws of England and Wales and a wholly-owned subsidiary of FMC Technologies, and Technip. On August 4, 2016, the legal name of FMC Technologies SIS Limited was changed to TechnipFMC Limited, and on January 11, 2017, was subsequently re-registered as TechnipFMC plc, a public limited company incorporated under the laws of England and Wales.

On January 16, 2017, the business combination was completed. Pursuant to the terms of the definitive business combination agreement, Technip merged with and into TechnipFMC, with TechnipFMC continuing as the surviving company (the “Technip Merger”), and each ordinary share of Technip (the “Technip Shares”), other than Technip Shares owned by Technip or its wholly-owned subsidiaries, were exchanged for 2.0 ordinary shares of TechnipFMC, subject to the terms of the definitive business combination agreement. Immediately following the Technip Merger, a wholly-owned indirect subsidiary of TechnipFMC (“Merger Sub”) merged with and into FMC Technologies, with FMC Technologies continuing as the surviving company and as a wholly-owned indirect subsidiary of TechnipFMC (the “FMCTI Merger”), and each share of common stock of FMC Technologies (the “FMCTI Shares”), other than FMCTI Shares owned by FMC Technologies, TechnipFMC, Merger Sub or their wholly-owned subsidiaries, were exchanged for 1.0 ordinary share of TechnipFMC, subject to the terms of the definitive business combination agreement.

Under the acquisition method of accounting, Technip was identified as the accounting acquirer and acquired a 100% interest in FMC Technologies.

The Merger of FMC Technologies and Technip (the “Merger”) is expected to create a larger and more diversified company that is better equipped to respond to economic and industry developments and better positioned to develop and build on its offerings in the subsea, surface, and onshore/offshore markets as compared to the former companies on a standalone basis. More importantly, the Merger will bring about the ability of the combined company to (i) standardize its product and service offerings to customers, (ii) reduce costs to customers, and (iii) provide integrated product offerings to the oil and gas industry with the aim of innovating the markets in which the combined company operates.

We incurred $54.7 million in merger transaction and integration costs for the three months ended March 31, 2017. No similar costs were incurred for the comparable prior year quarter.

Description of FMC Technologies as Accounting Acquiree

FMC Technologies is a global provider of technology solutions for the energy industry. FMC Technologies designs, manufactures and services technologically sophisticated systems and products, including subsea production and processing systems, surface wellhead production systems, high pressure fluid control equipment, measurement solutions and marine loading systems for the energy industry. Subsea systems produced by FMC Technologies are used in the offshore production of crude oil and natural gas and are placed on the seafloor to control the flow of crude oil and natural gas from the reservoir to a host processing facility. Additionally, FMC Technologies provides a full range of drilling, completion and production wellhead systems for both standard and custom-engineered applications. Surface wellhead production systems, or trees, are used to control and regulate the flow of crude oil and natural gas from the well and are used in both onshore and offshore applications.

Consideration Transferred

The acquisition-date fair value of the consideration transferred consisted of the following:


(In millions, except per share data)
Total FMC Technologies, Inc. shares subject to exchange as of January 16, 2017		228.9
FMC Technologies, Inc. exchange ratio ⁽¹⁾		0.5

Shares of TechnipFMC issued		114.4
Value per share of Technip as of January 16, 2017 ⁽²⁾	$	71.40

Total purchase consideration	$	8,170.7

⁽¹⁾

As the calculation is deemed to reflect a share capital increase of the accounting acquirer, the FMC Technologies, Inc. exchange ratio (1 share of TechnipFMC for 1 share of FMC Technologies, Inc. as provided in the business combination agreement) is adjusted by dividing the FMC Technologies exchange ratio by the Technip exchange ratio (2 shares of TechnipFMC for 1 share of Technip as provided in the business combination agreement), i.e., 1 / 2 = 0.5 in order to reflect the number of shares of Technip that FMC Technologies stockholders would have received if Technip was to have issued its own shares.

⁽²⁾	Closing price of Technip’s ordinary shares on Euronext Paris on January 16, 2017 in Euro converted at the Euro to U.S. dollar exchange rate of $1.0594 on January 16, 2017.

Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date. The Company’s purchase price allocation is subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information that existed as of the acquisition date but at that time was unknown to the Company may become known to the Company during the remainder of the measurement period. The final purchase price allocation will be based on final appraisals and other analysis of fair values of acquired assets and liabilities.


(In millions)
Assets:
Cash	$	1,479.2
Accounts receivable		1,247.4
Inventory		764.8
Income taxes receivable		139.2
Other current assets		282.2
Property, plant and equipment		1,351.3
Intangible assets		1,390.3
Deferred income taxes		67.0
Other long-term assets		167.3

Total identifiable assets acquired		6,888.7
Liabilities:
Short-term and current portion of long-term debt		327.1
Accounts payable, trade		386.0
Advance payments		467.0
Income taxes payable		92.1
Other current liabilities		518.6
Long-term debt, less current portion		1,466.6
Accrued pension and other post-retirement benefits, less current portion		195.5
Deferred income taxes		433.5
Other long-term liabilities		123.6

Total liabilities assumed		4,010.0

Net identifiable assets acquired		2,878.7
Goodwill		5,292.0

Net assets acquired	$	8,170.7

Segment Allocation of Goodwill

Goodwill is preliminary due to the draft status of the purchase valuation. The allocation to the reporting segments based on the draft valuation is as follows:


(In millions)	Allocated Goodwill
Subsea	$	3,078.7
Onshore/Offshore		1,677.0
Surface Technologies		536.3

Total	$	5,292.0

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company, which are further described above. Goodwill recognized as a result of the acquisition is not deductible for tax purposes.

Acquired Identifiable Intangible Assets

The identifiable intangible assets acquired include the following:


(In millions, except estimated useful lives)	Fair Value		Estimated Useful Lives
Acquired technology	$	240.0		10
Backlog		175.0		2
Customer relationships		285.0		10
Tradenames		635.0		20
Software		55.3		Various

Total identifiable intangible assets acquired	$	1,390.3

FMC Technologies’ results of operations have been included in our financial statements for periods subsequent to the consummation of the Merger on January 16, 2017. FMC Technologies contributed revenues and an operating loss of $739.4 million and $80.9 million, respectively, for the period from January 17, 2017 through March 31, 2017.

Pro Forma Impact of the Merger (unaudited)

The following unaudited supplemental pro forma results present consolidated information as if the Merger had been completed as of January 1, 2016. The pro forma results do not include any potential synergies, cost savings or other expected benefits of the Merger. Accordingly, the pro forma results should not be considered indicative of the results that would have occurred if the Merger had been consummated as of January 1, 2016, nor are they indicative of future results. For comparative purposes, the weighted average shares outstanding used for the diluted earnings per share calculation for the three months ended March 31, 2017 was also used to calculate the diluted earnings per share for the three months ended March 31, 2016.


	Three Months Ended March 31,
(In millions, except per share data)	2017 Pro Forma			2016 Pro Forma
	As Restated			As Restated
Revenue	$	3,500.9		$	3,611.2
Net income (loss) attributable to TechnipFMC adjusted for dilutive effects	$	(103.5	)	$	46.4
Diluted earnings (loss) per share		(0.22	)		0.10