Merger of FMC Technologies and Technip (Tables)

3 Months Ended

Mar. 31, 2017

Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable

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.

Schedule of Recognized Identified 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

Business Combination, Segment Allocation


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

Total	$	5,292.0

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

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

Business Acquisition, Pro Forma Information

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