Netherlands | | | 8711 | | | Not Applicable |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Ryan J. Maierson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, TX 77007 Tel: +1 (713) 546-5400 | | | Christopher Drewry Latham & Watkins LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Tel: +1 (312) 876-7700 |
• | diverging customer bases and absence of substantial operational synergies between Technip Energies and TechnipFMC; |
• | distinct and compelling market opportunities; |
• | strong individual balance sheets and tailored capital structures; |
• | distinct business profiles with differentiated investment appeal; |
• | increased management focus; and |
• | enhanced ability to attract, retain, and develop talent. |
• | Natural gas is expected to continue to play a key role notably for heat, power and transportation. Its share in the global energy mix is projected to grow by 2% over the period 2019 to 2040 in the State Policies Scenario (with LNG growing from 9% to 13% of gas mix within overall gas demand from 2019 to 2040); |
• | Renewables and bioenergy share in the global energy mix is projected to grow by at least 8% from 2019 to 2040 with growth in renewables mainly driven by mass electrification; and |
• | Conventional sources in the global energy mix such as coal and oil are projected to contract across the same period, oil demand is expected to reach a plateau by 2030 and coal demand to sharply decrease over the same period. |
• | Our selectivity of clients, projects, and geographies serves to drive early engagement, leading to influence over technological choices, design considerations, and project specifications that reduce execution risk and help make projects economically viable. |
• | We believe that our technology portfolio allows us to reduce technical and project risks, leading to both schedule and cost certainty while always being committed to safety. |
• | Through our global, multi-center Project Delivery model complemented by partnerships and alliances, we aim to leverage our experience in risk management with a view to optimizing the execution of complex projects. |
• | Ultra Front-end Suite: Cloud digital platform developed by Genesis that is used in evaluating field development options for customers through fast and clear data visualization. The suite combines in-house tools including Cloud Adept (which allows automated engineering & cost estimating) and Gen-Cat. |
• | Spyro: Asset management solution assisting customers to optimize operations and enhance asset availability and reliability. |
• | Easyplant: In-house integrated construction project management platform. |
• | Speed model: Standardized Project Execution and Engineering Digitalization model, the objectives of which are to take system engineering to the next level with a customized approach reflecting deliverables, de-risk procurement and construction, and embrace a fully digital and integrated data-centric mindset. |
• | uncertainties regarding the success of our separation and spin-off from TechnipFMC, including our ability to establish the infrastructure needed to operate as a standalone company without significant management distraction or business disruption; |
• | uncertainties regarding the benefits and costs of the Spin-off, including the risk that the expected benefits of the Spin-off will not be realized within the expected time frame, in full or at all; |
• | the potential that the conditions to the Spin-off, including regulatory approvals and consultation of employee representatives, will not be satisfied and/or that the Spin-off will not be completed within the expected time frame, on the expected terms or at all; |
• | changes in the expected tax treatment of the Spin-off; and |
• | the potential that the Spin-off may be more difficult, time-consuming, or costly than expected, including the impact on our resources, systems, procedures and controls, diversion of management’s attention, and the impact on relationships with customers, governmental authorities, suppliers, employees, and other business counterparties. |
• | our ability to hire and retain key personnel; |
• | general political, economic, and trade conditions, including uncertainties regarding the effects of ongoing instability in various parts of the world; |
• | regulatory actions or delays or government regulation generally; |
• | changes in tax laws; |
• | the potential volatility in the price of our shares; |
• | uncertainties regarding future sales or dispositions of our shares; and |
• | other developments affecting us, our industry, or our competitors. |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events. |
| | Six Months Ended June 30, | ||||
(In EUR millions) | | | 2020 | | | 2019 |
Revenue | | | € 2,829.4 | | | € 2,594.5 |
Costs and expenses: | | | | | ||
Cost of sales | | | 2,290.8 | | | 1,996.8 |
Selling, general and administrative expense | | | 205.0 | | | 196.7 |
Research and development expense | | | 20.4 | | | 16.2 |
Impairment, restructuring and other expenses (income) | | | 35.8 | | | 17.3 |
Merger transaction and integration costs | | | — | | | 10.5 |
Total costs and expenses | | | 2,552.0 | | | 2,237.5 |
Other expense, net | | | (23.8) | | | (42.7) |
Income from equity affiliates | | | 5.0 | | | 1.7 |
Profit (loss) before financial expense, net and income taxes | | | 258.6 | | | 316.0 |
Financial income | | | 13.5 | | | 39.1 |
Financial expense | | | (88.6) | | | (208.9) |
Profit (loss) before income taxes | | | 183.5 | | | 146.2 |
Provision for income taxes | | | 68.5 | | | 80.0 |
Net profit (loss) | | | 115.0 | | | 66.2 |
Net (profit) loss attributable to noncontrolling interests | | | (4.7) | | | 0.2 |
Net profit (loss) attributable to owners of the Technip Energies Group | | | €110.3 | | | € 66.4 |
Basic and diluted earnings (loss) per common share(1) | | | N.M. | | | N.M. |
Pro forma basic and diluted earnings (loss) per common share | | | €0.60 | | | N.M. |
(1) | Historical basic and diluted earnings (loss) per common share are not applicable to the historical combined financial statements. |
| | Year Ended | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Revenue | | | €5,768.7 | | | €5,365.2 | | | €7,229.2 |
| | | | | | ||||
Costs and expenses: | | | | | | | |||
Cost of sales | | | 4,518.0 | | | 4,410.9 | | | 6,233.1 |
Selling, general and administrative expense | | | 406.9 | | | 382.4 | | | 392.4 |
Research and development expense | | | 42.0 | | | 26.8 | | | 31.9 |
Impairment, restructuring and other expenses (income) | | | 77.6 | | | 11.3 | | | 48.0 |
Merger transaction and integration costs | | | 15.2 | | | 15.4 | | | 26.2 |
Total costs and expenses | | | 5,059.7 | | | 4,846.8 | | | 6,731.6 |
| | | | | | ||||
Other expenses, net | | | (38.7) | | | (233.8) | | | (18.5) |
Income from equity affiliates | | | 2.9 | | | 28.7 | | | 0.7 |
Profit (loss) before financial expense, net and income taxes | | | 673.2 | | | 313.3 | | | 479.8 |
Financial income | | | 65.2 | | | 71.0 | | | 58.9 |
Financial expense | | | (400.0) | | | (279.5) | | | (264.7) |
Profit (loss) before income taxes | | | 338.4 | | | 104.8 | | | 274.0 |
Provision for income taxes | | | 185.2 | | | 190.4 | | | 215.7 |
Net profit (loss) | | | 153.2 | | | (85.6) | | | 58.3 |
Net (profit) loss attributable to noncontrolling interests | | | (6.9) | | | 0.2 | | | 0.3 |
Net profit (loss) attributable to owners of the Technip Energies Group | | | €146.3 | | | €(85.4) | | | €58.6 |
Basic and diluted earnings (loss) per common share(1) | | | N.M. | | | N.M. | | | N.M. |
Pro forma basic and diluted earnings (loss) per common share | | | €0.77 | | | N.M. | | | N.M. |
(1) | Historical basic and diluted earnings (loss) per common share are not applicable to the historical combined financial statements. |
| | Six Months Ended, | | | Year ended, | |||||||
(In millions) | | | June 30, | | | December 31, | ||||||
| | 2020 | | | 2019 | | | 2018 | | | 2017 | |
Cash and cash equivalents | | | 3,672.2 | | | 3,563.6 | | | 3,669.6 | | | 4,058.7 |
Total current assets | | | 5,664.7 | | | 5,417.8 | | | 5,529.5 | | | 6,064.9 |
Advances paid to suppliers | | | 140.5 | | | 127.8 | | | 125.7 | | | 293.8 |
Total assets | | | € 8,574.6 | | | €8,380.6 | | | €8,119.3 | | | €8,600.7 |
Total current liabilities | | | 5,983.1 | | | 5,969.5 | | | 5,926.6 | | | 5,930.1 |
Total non-current liabilities | | | 573.9 | | | 626.7 | | | 474.0 | | | 439.0 |
Total invested equity and liabilities | | | € 8,574.6 | | | €8,380.6 | | | €8,119.3 | | | €8,600.7 |
| | Six Months Ended June 30, | ||||
(In millions) | | | 2020 | | | 2019 |
Cash provided by operating activities | | | 473.3 | | | 601.9 |
Cash provided (required) by investing activities | | | (20.4) | | | 7.0 |
Cash required by financing activities | | | (348.1) | | | (1,080.1) |
Cash and cash equivalents, beginning of period | | | 3,563.6 | | | 3,669.6 |
Cash and cash equivalents, end of period | | | € 3,672.2 | | | € 3,167.8 |
| | Year Ended | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Cash provided by operating activities | | | 1,006.4 | | | 507.1 | | | 48.2 |
Cash required by investing activities | | | (36.8) | | | (11.7) | | | (13.4) |
Cash required by financing activities | | | (1,120.7) | | | (992.5) | | | (770.3) |
Cash and cash equivalents, beginning of period | | | 3,669.6 | | | 4,058.7 | | | 5,202.2 |
Cash and cash equivalents, end of period | | | €3,563.6 | | | €3,669.6 | | | €4,058.7 |
Q: | Why am I receiving this document? |
A: | TechnipFMC has made this document available to you because you are a holder of TechnipFMC shares. TechnipFMC shareholders will become Technip Energies shareholders when Technip Energies shares are distributed by TechnipFMC via a share dividend on February 23, 2021. If you beneficially own TechnipFMC shares as of 5:00 p.m., New York time, on February 17, 2021, you will be entitled to receive one Technip Energies share for every five TechnipFMC shares held. This means if you purchase a TechnipFMC share after the close of business on the Record Date, the TechnipFMC share will reflect an ownership interest solely in TechnipFMC and will not include the right to receive any Technip Energies shares in the Spin-off. An application has been made to list the Technip Energies shares on Euronext Paris and we anticipate that the Technip Energies shares will begin trading separately from TechnipFMC shares on Euronext Paris at 9:00 a.m. CET on February 16, 2021. This document will help you understand how the Spin-off will affect your investment in TechnipFMC and your investment in Technip Energies after the Spin-off. |
Q: | What is the Spin-off? |
A: | The Spin-off is a method by which we will initially separate from TechnipFMC and become a publicly traded company. In the Spin-off, TechnipFMC will distribute to holders of TechnipFMC shares as of the Record Date approximately 90,086,754 Technip Energies shares, or approximately 50.1% of the Technip Energies shares that will be issued and outstanding immediately following the consummation of the Distribution. Following completion of the Distribution, TechnipFMC will retain a 49.9% ownership interest in us, but intends to significantly reduce its shareholding in Technip Energies over the 18 months following the Spin-off, including in connection with the sale of shares to BPI pursuant to the Investment. |
Q: | Why is the separation of Technip Energies structured as a spin-off? |
A: | TechnipFMC believes that a distribution of a portion of the Technip Energies shares held by TechnipFMC to the TechnipFMC shareholders is an efficient way to separate its Technip Energies Business from its other business segments in a manner that will create long-term value for TechnipFMC, Technip Energies, and their respective shareholders. |
Q: | When will Technip Energies shares begin to trade on a standalone basis? |
A: | Technip Energies is expected to become a standalone public company, independent of TechnipFMC, on February 16, 2021, and Technip Energies shares will commence trading on a standalone basis on Euronext Paris at market open on the Ex Date (9:00 AM CET). See “—Technip Energies Dividend and Listing.” |
Q: | What will be the ticker symbol of the Technip Energies shares that TechnipFMC shareholders will receive in the Spin-off? |
A: | Technip Energies shares will trade on Euronext Paris under the ticker symbol “TE.” |
Q: | When will TechnipFMC shares cease to trade including the right to receive Technip Energies shares? |
A: | The last day of trading of TechnipFMC shares including the right to receive Technip Energies shares on Euronext Paris and the NYSE, respectively, will be February 16, 2021 (the “Last With-Dividend Date”). This means that any TechnipFMC shares that you beneficially own prior to 5:00 p.m., New York time, on February 16, 2021 will include the right to receive Technip Energies shares. |
Q: | If I sell my TechnipFMC shares on or before February 16, 2021, will I still be entitled to receive Technip Energies shares in the Spin-off? |
A: | If you sell your TechnipFMC shares before 5:00 p.m., New York time, on the Last With-Dividend Date, you will not be entitled to receive Technip Energies shares in the Distribution. If you beneficially own TechnipFMC shares prior to 5:00 p.m., New York time, on the Last With-Dividend Date and decide to sell them after such time, you will still be entitled to receive Technip Energies shares in the Distribution. You should discuss these options with your bank, broker, or other nominee. See “—Technip Energies Dividend and Listing.” |
Q: | When will TechnipFMC shares trade without the right to receive Technip Energies shares? |
A: | TechnipFMC shares will commence trading on a standalone basis on Euronext Paris and the NYSE, respectively, on February 16, 2021. |
Q: | What do I have to do to participate in the Spin-off? |
A: | Holders of TechnipFMC shares held in book-entry form with a bank or broker. If you beneficially own TechnipFMC shares prior to 5:00 pm., New York time, on the Last With-Dividend Date, you will not be required to take any action, pay any cash, deliver any other consideration, or surrender any existing TechnipFMC shares in order to receive Technip Energies shares in the Spin-off; however, we still urge you to read this prospectus carefully. See “The Spin-off—When and How to Receive Technip Energies Shares.” |
Q: | Will there be any “when-issued” trading of Technip Energies shares or any “ex-distribution” trading of TechnipFMC shares before February 16, 2021? |
A: | There will not be any trading of Technip Energies shares on a “when-issued” basis or any “ex-distribution” trading of TechnipFMC shares before February 16, 2021. This means that Technip Energies shares will not trade separately from TechnipFMC shares prior to February 16, 2021 and any TechnipFMC share purchased or sold up to the close of business on the Last With-Dividend Date will include the right to receive Technip Energies shares in the Spin-off. |
Q: | How many Technip Energies shares will I receive in the Spin-off? |
A: | TechnipFMC will distribute to you one Technip Energies share for every five TechnipFMC shares that you beneficially own prior to 5:00 p.m., New York time, on February 17, 2021. For additional information on the Distribution, see “—Technip Energies Dividend and Listing.” The Technip Energies shares that TechnipFMC distributes to TechnipFMC shareholders will constitute approximately 50.1% of the Technip Energies shares issued and outstanding immediately after the completion of the Distribution. |
Q: | How many Technip Energies shares are expected to be outstanding immediately following the Spin-off? |
A: | Based on approximately 450,433,770 issued shares of TechnipFMC as of February 3, 2021, an estimated number of TechnipFMC shares delivered under equity participation plans between December 31, 2020 and the completion of the Spin-off, the application of the Distribution Ratio and the retention by TechnipFMC of a 49.9% interest in Technip Energies, Technip Energies expects to have approximately 179,813,880 Technip Energies shares outstanding immediately following the Spin-off. The actual number of Technip |
Q: | How will fractional shares be treated in the Spin-off? |
A: | TechnipFMC will not distribute any fractional Technip Energies shares in connection with the Spin-off. Instead, except as otherwise described in “—Technip Energies Dividend and Listing,” Société Générale Securities Services (“SGSS”), in its capacity as our distribution agent (in such capacity, the “Distribution Agent”), will aggregate all fractional shares that TechnipFMC shareholders would otherwise have been entitled to receive, and that have been notified of such by any of Technip Energies, the Distribution Agent, TechnipFMC, TechnipFMC’s transfer agent, or the relevant deposit banks through Euronext Paris or the NYSE, into whole shares and sell the whole shares in the open market at prevailing market prices. The aggregate net cash proceeds from the sale by the relevant intermediaries of all fractional Technip Energies shares that their clients who are TechnipFMC shareholders would otherwise have been entitled to receive will be credited by the intermediaries to the accounts of such TechnipFMC shareholders shortly after the Payment Date. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares. See “—Technip Energies Dividend and Listing” for more detail. |
Q: | What will happen to the listing of TechnipFMC shares? |
A: | After the Spin-off, TechnipFMC shares will continue to trade on the NYSE and on Euronext Paris under the symbol “FTI.” |
Q: | Will the number of TechnipFMC shares I own change as a result of the Spin-off? |
A: | No, the number of TechnipFMC shares you own will not change as a result of the Spin-off. |
Q: | Will the Spin-off affect the trading price of my TechnipFMC shares? |
A: | Yes. As a result of the Spin-off, TechnipFMC expects the trading prices of TechnipFMC shares at market open on February 16, 2021 to be lower than the trading prices at market close on February 15, 2021, because the trading prices will no longer reflect the value of the Technip Energies Business. There can be no assurance that the aggregate market value of the TechnipFMC shares and the Technip Energies shares following the Spin-off will be higher than or equal to the market value of TechnipFMC shares if the Spin-off did not occur. This means, for example, that the combined trading prices of five TechnipFMC shares and one Technip Energies share after market open on the Listing Date may be equal to, greater than, or less than the trading price of one TechnipFMC share on February 15, 2021. In addition, following the close of business on February 16, 2021 but before the commencement of trading on February 17, 2021, your TechnipFMC shares will reflect an ownership interest solely in TechnipFMC and will not include the right to receive any Technip Energies shares in the Spin-off, but may not yet accurately reflect the value of such TechnipFMC shares excluding the Technip Energies Business. |
Q: | What is the record date for the Distribution? |
A: | TechnipFMC will designate the close of business as of 5:00 p.m., New York City time, on February 17, 2021, as the record date for the Distribution. |
Q: | What is the expected date of completion of the Spin-off? |
A: | It is expected that the Technip Energies shares that eligible holders of TechnipFMC shares are entitled to receive in the Spin-off will begin trading separately from TechnipFMC shares on February 16, 2021 (the |
Q: | What are the conditions to the Spin-off? |
A: | We expect that the Spin-off will be effective on February 16, 2021, provided that the following conditions shall have been satisfied or waived by TechnipFMC: |
• | the Technip Energies shares to be distributed having been accepted for listing on Euronext Paris as from February 16, 2021 (subject to technical deliverables only); |
• | the SEC declaring the registration of which this prospectus forms a part effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and no stop order suspending the effectiveness of such registration statement being in effect and no proceedings for that purpose being pending before or threatened by the SEC; |
• | a prospectus (the “European Prospectus”) shall have been filed with and approved by the Dutch Authority for the Financial markets (Stichting Autoriteit Financiële Markten, the “AFM”); |
• | no order, injunction, or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Spin-off being in effect, and no other event outside the control of TechnipFMC having occurred or failed to occur that prevents the consummation of the Spin-off (including, but not limited to, TechnipFMC not being able to complete the Internal Transactions (as defined herein) due to elements outside of its reasonable control); and |
• | no other events or developments having occurred prior to February 16, 2021 that, in the judgment of the TechnipFMC Board, would result in the Spin-off having a material adverse effect (including, but not limited to, material adverse tax consequences or risks) on TechnipFMC or its shareholders. |
Q: | Can TechnipFMC decide to cancel the Spin-off of Technip Energies shares even if all the conditions are met? |
A: | Yes. The Spin-off is subject to the satisfaction or waiver of certain conditions. However, even if all such conditions have been satisfied or waived in a timely manner, the TechnipFMC Board may, in its sole discretion and without the approval of any other person, terminate the planned distribution at any time prior to 11:59 p.m., Eastern Time, on the date of the Distribution. See “—What are the conditions to the Spin-off” and “Related Party Transactions—Agreements Between Us and TechnipFMC—Separation and Distribution Agreement.” |
Q: | What if I want to sell my TechnipFMC shares or my Technip Energies shares? |
A: | You should consult with your custodian bank or broker or other financial advisors and/or your tax advisors. |
Q: | What are the material French tax consequences to me of the Distribution? |
A: | For TechnipFMC shareholders who are residents for tax purposes in France, the receipt of the Technip Energies shares as well as the distribution of the proceeds resulting from the sale of Technip Energies’ fractional shares pursuant to the Spin-off will be treated as a taxable distribution of dividend. |
Q: | What are the material U.S. federal income tax consequences to me of the Distribution? |
A: | The Distribution will be taxable for U.S. federal income tax purposes. Accordingly, an amount equal to the fair market value of the Technip Energies shares received by you in the Distribution (including fractional shares deemed received and any Technip Energies shares withheld on account of any applicable withholding taxes) will be treated as a taxable dividend to the extent of your ratable share of the current and accumulated earnings and profits of TechnipFMC for the taxable year of the Distribution. To the extent that the fair market value of such Technip Energies shares (including fractional shares deemed received and any Technip Energies shares withheld on account of any applicable withholding taxes) exceeds your ratable share of such earnings and profits, any such excess will be treated first as a nontaxable return of capital to the extent of your tax basis in TechnipFMC shares and thereafter as capital gain recognized on a sale or exchange of such shares. You should consult your own tax advisor as to the particular consequences of the Distribution to you, including the applicable and effect of any U.S. federal, state, and local tax laws, as well as any foreign tax laws. For more information regarding the material U.S. federal income tax consequences of the Distribution, see the discussion under “Material Tax Considerations—Material U.S. Federal Income Tax Consequences of the Distribution and the Ownership and Disposition of Technip Energies Shares.” |
Q: | What are the material Dutch tax consequences to me of the Distribution? |
A: | Unless you are, or are deemed to be, a Dutch tax resident or a non-Dutch tax resident that is subject to Dutch corporate income tax or individual income tax as a result of having a taxable presence in the Netherlands, such as a permanent establishment or permanent representative, the Spin-off will not give rise to any Dutch taxes. |
Q: | Who will manage Technip Energies after the Spin-off? |
A: | Technip Energies benefits from having in place a management team with an extensive background in the onshore/offshore oil and gas industry. Led by Arnaud Pieton, our Chief Executive Officer, Bruno Vibert, our Chief Financial Officer, and Marco Villa, our Chief Operating Officer, the Technip Energies management team possesses deep knowledge of, and extensive experience in, its industry. For more information regarding the Technip Energies management team and leadership structure, see “Management—Senior Management and Directors.” |
Q: | How can I exercise my voting rights in Technip Energies after the Spin-off? |
A: | After the Spin-off, each Technip Energies share will be entitled to one vote at any general meeting of our shareholders (a “General Meeting”). However, voting rights may only be exercised for shares registered on the Technip Energies share register on the record date for the relevant General Meeting, which is currently the 28th day before the date of the General Meeting. See “Description of Share Capital and Articles of Association—Shareholder Rights.” Our shareholders that hold their shares as book-entry shares via Euronext Paris should contact their custodian, bank, broker, or other nominee for more information on how to register and vote their Technip Energies shares following the Spin-off. TechnipFMC shareholders registered on the TechnipFMC share register will not automatically be registered on our share register, but to facilitate prompt registration following the Spin-off, Technip Energies will receive data from the TechnipFMC share register. |
Q: | Does Technip Energies intend to pay cash dividends? |
A: | The Technip Energies board of directors (the “Board”) may, in its discretion, resolve to make interim distributions if an interim statement of assets and liabilities shows the Technip Energies’ equity exceeds the sum of the paid-up and called-up part of the capital plus the reserves required to be maintained by Dutch law. The determination of the Board as to whether to resolve upon a dividend will depend upon many |
Q: | Will Technip Energies incur any debt prior to or at the time of the Spin-off? |
A: | In anticipation of the Spin-off, we will enter into a €650 million bridge financing arrangement (the “Bridge Term Facility”). The Bridge Term Facility will have an initial tenor of twelve months, with the option for up to two six-month extensions. We will also enter into a new €750 million revolving credit facility (the “New Revolving Credit Facility”). Technip Eurocash, one of our subsidiaries, operates a negotiable European commercial paper program with maturities of up to one year. The amount that can be drawn under this program is currently capped at €1 billion but will be downsized prior to the Spin-Off to €750 million. The commercial paper program’s current rating by S&P is A-2. See “Capitalization.” |
Q: | What will Technip Energies’ relationship with TechnipFMC be following the Spin-off? |
A: | Technip Energies has entered into the Separation and Distribution Agreement with TechnipFMC to effect the Spin-off and provide a framework for the Technip Energies relationship with TechnipFMC after the Spin-off. Technip Energies will also enter into certain other agreements with TechnipFMC, including but not limited to the Transition Services Agreement, the Employee Matters Agreement and the Tax Matters Agreement (each as defined herein). These agreements will govern the Spin-off between Technip Energies and TechnipFMC of the assets, employees, liabilities, and obligations (including investments, property, and employee benefits and tax liabilities) of TechnipFMC and its subsidiaries that constitute the Technip Energies Business and are attributable to periods prior to, at, and after the separation of Technip Energies from TechnipFMC, and will govern certain relationships between Technip Energies and TechnipFMC after the Spin-off. For additional details regarding these arrangements and the risks associated therewith, see “Related Party Transactions—Agreements Between Us and TechnipFMC” and “Risk Factors—Risks Related to the Spin-off.” |
Q: | Will holders of TechnipFMC shares be entitled to appraisal rights in connection with the Spin-off? |
A: | No. Holders of TechnipFMC shares will not be entitled to appraisal rights in connection with the Spin-off. |
Q: | Are there risks associated with owning Technip Energies shares? |
A: | Yes. Ownership of Technip Energies shares is subject to both general and specific risks relating to the Technip Energies Business, the industry in which Technip Energies operates, its ongoing contractual relationships with TechnipFMC, and its status as a separate, publicly traded company. Ownership of Technip Energies shares is also subject to risks relating to the Spin-off. Accordingly, you should carefully read the information set forth under “Risk Factors.” |
Q: | Who will be the registrar and transfer agent for the Technip Energies shares? |
A: | TMF Netherlands B.V. (“TMF”) will act as the Dutch share registrar for the Technip Energies shares. SGSS will act as our Distribution Agent for shares held in registered form through Euroclear France S.A. (“Euroclear France”). |
Q: | Where can I get more information? |
A: | Before the Spin-off, if you have any questions relating to the business performance of TechnipFMC or Technip Energies or the Spin-off, you should contact TechnipFMC at: |
• | demand for hydrocarbons, which is affected by worldwide population growth, economic growth rates, and general economic and business conditions; |
• | costs of exploring for, producing, and delivering oil and natural gas; |
• | political and economic uncertainty, global health crises, and socio-political unrest; |
• | governmental laws, policies, regulations and subsidies related to or affecting the production, use, and exportation/importation of oil and natural gas; |
• | available excess production capacity within the Organization of Petroleum Exporting Countries (“OPEC”) and the level of oil production by non-OPEC countries; |
• | oil refining and transportation capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; |
• | technological advances affecting energy consumption; |
• | development, exploitation, relative price, and availability of alternative sources of energy and our customers’ shift of capital to the development of these sources; |
• | volatility in, and access to, capital and credit markets, which may affect our customers’ activity levels, and spending for our products and services; and |
• | natural disasters. |
• | disease outbreaks and other public health issues, including COVID-19; |
• | natural disasters; |
• | nationalization and expropriation; |
• | potentially burdensome taxation; |
• | inflationary and recessionary markets, including capital and equity markets; |
• | civil unrest, labor issues, political instability, terrorist attacks, cyber-terrorism, military activity, and wars; |
• | supply disruptions in key oil producing countries; |
• | the ability of OPEC to set and maintain production levels and pricing; |
• | trade restrictions, trade protection measures, price controls, or trade disputes; |
• | sanctions, such as prohibitions or restrictions by the United States against countries that are the targets of economic sanctions, or are designated as state sponsors of terrorism; |
• | foreign ownership restrictions; |
• | import or export licensing requirements; |
• | restrictions on operations, trade practices, trade partners, and investment decisions resulting from domestic and foreign laws and regulations; |
• | regime changes; |
• | changes in, and the administration of, treaties, laws, and regulations, including in response to public health issues; |
• | inability to repatriate income or capital; |
• | reductions in the availability of qualified personnel; |
• | foreign currency fluctuations or currency restrictions; and |
• | fluctuations in the interest rate component of forward foreign currency rates. |
• | unforeseen additional costs related to the purchase of substantial equipment necessary for contract fulfillment or labor shortages in the markets where the contracts are performed; |
• | unforeseen additional costs during the construction, commissioning, and start-up during the commissioning phase; |
• | mechanical failure of our production equipment and machinery; |
• | delays caused by local weather conditions, health issues, including the COVID-19 pandemic, and/or natural disasters (including earthquakes and floods); and |
• | a failure of suppliers, subcontractors, or joint venture partners to perform their contractual obligations. |
• | shortages of key materials, equipment, or skilled labor; |
• | delays in the delivery of ordered materials and equipment; |
• | design and engineering issues; and |
• | shipyard delays and performance issues. |
• | For certain of the periods covered by the Combined Financial Statements, the Technip Energies Business was operated within legal entities that hosted portions of other TechnipFMC businesses. |
• | The Combined Financial Statements include an allocation and charges of expenses related to certain TechnipFMC functions such as those related to financial reporting and accounting operations, human resources, real estate and facilities services, procurement, and IT. However, the allocations and charges may not be indicative of the actual expense that would have been incurred had we operated as an independent company for the periods presented therein. |
• | The Combined Financial Statements include an allocation from TechnipFMC of certain corporate-related general and administrative expenses that we would incur as a publicly traded company that we have not previously incurred. The allocation of these additional expenses, which are included in the Combined Financial Statements, may not be indicative of the actual expense that would have been incurred had we operated as an independent company for the periods presented therein. |
• | We expect to incur one-time costs of approximately €30 million after the completion of the Spin-off relating to, among other things, the transfer of IT systems from TechnipFMC to us in connection with the Spin-off and the replication of certain central corporate functions. We expect to incur these expenses during the next 12 months. |
• | As part of TechnipFMC, we historically benefited from discounted pricing with certain suppliers as a result of the buying power of TechnipFMC. As a separate entity, we may not obtain the same level of supplier discounts historically received. |
• | In anticipation of the Spin-off, we will enter into a €650 million Bridge Term Facility. The Bridge Term Facility will have an initial term of twelve months, with the option for up to two six-month extensions. We will also enter into the New Revolving Credit Facility. See “Capitalization.” |
• | The carve-out has allocated individual expense items directly attributable to each of Technip Energies and TechnipFMC perimeters to the relevant perimeter. Where it was not possible to directly attribute a particular expense, an allocation corresponding to the percentage of external revenue contribution of our businesses was used, which on average for 2017, 2018, and 2019 represented not more than 25% of TechnipFMC’s centrally controlled functions costs. |
• | Certain functions (including executive management, finance, HR, legal, insurance), which were centralized within TechnipFMC will need to be replicated. The one-off costs to set-up these functions are included in the total one-time costs of €30 million expected to be incurred after the completion of the Spin-off. |
• | enhanced strategic and management focus; |
• | distinct investment identity; |
• | more efficient allocation of capital; |
• | direct access to capital markets; and |
• | alignment of incentives with performance objectives. |
• | the execution of the Spin-off will require significant time and attention from our management, which could impact other strategic initiatives; |
• | following the Spin-off, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of TechnipFMC; |
• | the costs associated with being an independent public company; |
• | following the Spin-off, our business will be less diversified than the TechnipFMC business prior to the Spin-off; and |
• | the other actions required to separate our and TechnipFMC’s respective businesses could disrupt our operations. |
• | TechnipFMC will have the right to propose to the Technip Energies Board (i) two nominees, so long as it owns at least 18% of the outstanding number of Technip Energies shares and ADRs, in the aggregate, and (ii) one nominee, so long as it owns at least 5%, but less than 18%, of the outstanding number of Technip Energies shares and ADRs, in the aggregate. See “Major Shareholders and Related Party Transactions—Related Party Transactions—Agreements Between Technip Energies and TechnipFMC—Separation and Distribution Agreement”. |
• | BPI will have the right to propose to the Technip Energies Board (i) two nominees, so long as it owns at least 18% of the outstanding number of Technip Energies shares and ADRs, in the aggregate, and (ii) one nominee, so long as it owns at least 5%, but less than 18%, of the outstanding number of Technip Energies Shares and ADRs, in the aggregate. See “Major Shareholders and Related Party Transactions—Related Party Transactions Agreements Between Technip Energies, TechnipFMC and BPI—Relationship Agreement.” |
• | the inability of certain of our shareholders to participate in if-and-when-delivered trading, which is dependent on the policies of, and arrangements with, each shareholder’s custody bank; |
• | our ability to maintain our position in our markets; |
• | market conditions in the markets in which we operate; |
• | general economic, industry, and market conditions; |
• | our ability to attract and retain qualified personnel; |
• | regulatory or legal developments in the United States and other countries; |
• | changes in tax laws; |
• | future sales or dispositions of our shares; |
• | securities or industry analysts issuing opinions adverse to us; |
• | other developments affecting us, our industry, or our competitors; and |
• | the other factors described in this “Risk Factors” section. |
• | uncertainties regarding the success of the Spin-off, including our ability to establish the infrastructure needed to operate as an independent company without significant management distraction or business disruption; |
• | uncertainties regarding the benefits and costs of the Spin-off, including the risk that the expected benefits of the Spin-off will not be realized within the expected time frame, in full or at all; |
• | the potential that the conditions to the Spin-off, including regulatory approvals, will not be satisfied and/or that the Spin-off will not be completed within the expected time frame, on the expected terms or at all; |
• | changes in the expected tax treatment of the Spin-off and certain transactions related to the Spin-off, including as to shareholders in the United States or other countries; |
• | the potential that the Spin-off may be more difficult, time-consuming or costly than expected, including the impact on our resources, systems, procedures and controls, the diversion of our management’s attention and the impact on our relationships with customers, governmental authorities, suppliers, employees and other business counterparties; |
• | risks associated with disease outbreaks and other public health issues, including COVID-19, their impact on the global economy and our business, customers, suppliers and other partners, changes in, and the administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced in this prospectus; |
• | our ability to hire and retain key personnel; |
• | general political, economic and trade conditions, including uncertainties regarding the effects of ongoing instability in various parts of the world; |
• | regulatory actions or delays or government regulation generally; |
• | changes in tax laws; |
• | potential volatility in the price of our shares; |
• | uncertainties regarding future sales or dispositions of our shares; |
• | delayed investment decisions by our customers and/or having competitive tenders awarded to other bidders, thereby reducing our future projected revenues; and |
• | other developments affecting us, our industry or our competitors. |
• | Diverging customer bases and absence of substantial operational synergies between Technip Energies and TechnipFMC. Technip Energies and TechnipFMC target two largely different customer bases. Only five out of the top 15 customers are shared between Technip Energies and TechnipFMC based on 2019 revenue. Additionally, some existing and potential customers of TechnipFMC have separated their upstream and downstream activities into independent companies in recent years, and Technip Energies expects this trend to continue. From an operational standpoint, there is limited overlap in research and development projects. Technip Energies does not believe that the integrated upstream/downstream model represents a source of competitive advantage in the current market environment. |
• | Distinct and compelling market opportunities. The Spin-off will enhance both Technip Energies’ and TechnipFMC’s focus on their respective strengths and strategies and provide improved flexibility and growth opportunities. The two businesses operate in different markets, each with a distinct business model and a substantially different customer base. Additionally, there is limited overlap between Technip Energies’ and TechnipFMC’s set of key competitors. Technip Energies believes that the Spin-off will best position each company to compete by providing greater flexibility ahead of a new business cycle – providing both companies with enhanced market opportunities, including opportunities for Technip Energies in energy transition and projects based on biofuels, hydrogen, sustainable chemistry, and other energy alternatives. |
• | Strong individual balance sheets and tailored capital structures. As an independent company, Technip Energies will gain the flexibility to adopt a capital structure and to define financial plans optimally suited for its business profile, without having to consider the potential impact on other businesses. There are fundamental differences in the scope, duration, and capital requirements for the projects in the Technip Energies Business versus the remaining businesses of TechnipFMC post-spin. In terms of capital intensity, the design and project execution nature of the Technip Energies Business requires limited capital investments. Contracts are executed on a reimbursable or lump-sum turnkey basis, often with pre-payments and milestone payments that cover costs as they are incurred. |
• | Distinct business profiles with differentiated investment appeal. The Spin-off will highlight Technip Energies’ specialized attributes and value proposition that are distinct from TechnipFMC. Technip Energies focuses on engineering design and execution for large downstream facilities, which generally have longer investment cycles, and the potential for higher return on invested capital potential due to the low capital intensity of the business. |
• | Increased management focus. TechnipFMC currently comprises heterogeneous businesses, with distinct profiles, growth opportunities, and market dynamics. While management teams of the different segments are already largely independent today, with minimal overlap at the operational level, after the Spin-off the fully separated management teams and the Board and TechnipFMC Board will be able to further focus on the specific strategic, operating, and financial priorities of each business. The Spin-off will provide each business with dedicated capital, management, and resources to capitalize on market opportunities. |
• | Enhanced ability to attract, retain, and develop talent. The Spin-off should enhance Technip Energies’ ability to attract and retain qualified management and talent by making the Company a more attractive platform to executives and employees with specialized downstream engineering and project execution expertise and experience. Additionally, the Spin-off will allow Technip Energies to more clearly align management compensation with the performance of each of the separate businesses. |
• | the Separation and Distribution Agreement and the transactions contemplated thereby having been approved (and not withdrawn) by the TechnipFMC Board, which approval may be given, withheld, or withdrawn in its absolute and sole discretion; |
• | the Separation and Distribution Agreement and the transactions contemplated thereby having been approved by the Board; |
• | the SEC declaring the registration of which this prospectus forms a part effective under the Securities Act, and no stop order suspending the effectiveness of such registration statement being in effect and no proceedings for that purpose being pending before or threatened by the SEC; |
• | the AFM having approved the European Prospectus and having notified its approval in accordance with Article 25(1) of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) to the French Authority of the Financial Markets (Autorité des Marchés Financiers) (“AMF”), with a certificate of approval attesting that the European Prospectus has been prepared in accordance with the Prospectus Regulation; |
• | the actions and filings necessary or appropriate under applicable securities laws having been taken or made, and where applicable, having become effective or having been accepted by the applicable governmental authority; |
• | the Technip Energies shares to be distributed having been accepted for listing on Euronext Paris (subject to technical deliverables only); |
• | the Spin-off and related transactions, including the issuance of the Technip Energies shares to TechnipFMC, having been completed; |
• | no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Spin-off being in effect, and no other event outside the control of TechnipFMC having occurred or failed to occur that prevents the consummation of the Spin-off (including, but not limited to, TechnipFMC not being able to complete the internal transactions to be effected prior to the Distribution, the purpose of which is to ensure that, as at the time of the Distribution, each of Technip Energies and TechnipFMC holds the assets which it requires to operate, in the case of Technip Energies, the Technip Energies Business and, in the case of TechnipFMC, the businesses retained by TechnipFMC, and retains or assumes (as applicable) liabilities, including pending and future claims, which relate to such business, whether arising prior to, at, or after the date of execution of the Separation and Distribution Agreement (the “Internal Transactions”) due to elements outside of its reasonable control); |
• | the ancillary agreements relating to the Spin-off having been duly executed and delivered by the parties; |
• | all material governmental approvals necessary to consummate the transactions having been obtained and are in full force and effect; |
• | no other events or developments having occurred or exist that, in the judgment of the TechnipFMC Board, make it inadvisable to effect the transactions, or would result in the transactions not being in the best interest of TechnipFMC or its shareholders; and |
• | all of the conditions precedent to completion of the Investment contemplated by the Investment Agreement having been satisfied or waived. |
Date | | | Expected Event | |||
February 4, 2021 | | | • | | | Euronext Paris publishes notice announcing the Distribution |
| • | | | Euronext Paris publishes notice announcing the admission to trading of our shares | ||
| | | ||||
February 15, 2021 | | | • | | | Euronext Paris publishes notice announcing the technical reference price for our shares |
| | | ||||
February 16, 2021 | | | • | | | Ex Date |
| • | | | Effective Date of the Spin-off | ||
| • | | | Listing Date (First day of listing of our shares on Euronext Paris and commencement of trading on Euronext Paris under the ticker symbol “TE” on an “if-and-when-delivered” (i.e., conditional upon delivery) basis) | ||
| | | ||||
February 17, 2021 | | | • | | | Record Date |
| | |
Date | | | Expected Event | |||
February 23, 2021 | | | • | | | Payment Date (Delivery of our shares) |
| • | | | Settlement of trades in our shares made on an “if-and-when-delivered” basis on February 16, 2021, February 17, 2021 and February 18, 2021 | ||
| | | ||||
February 19, 2021 | | | • | | | Our shares commence regular trading with standard T+2 settlement cycle |
• | For TechnipFMC shareholders holding their shares via Euroclear Bank SA/NV participants, the custodian will make an aggregate election on behalf of all Euroclear Bank SA/NV participants in respect of the delivery for the Technip Energies shares which is expected to be delivery via a broker participant of Euroclear France. |
• | For TechnipFMC shareholders holding their TechnipFMC Shares via a Euroclear France participant, the Technip Energies Shares are expected to be delivered to the same Euroclear France participant. |
• | For TechnipFMC shareholders holding their shares via DTC participants, Computershare Trust Company, N.A. will establish a web portal permitting such holders to elect to receive their Technip Energies shares (i) via a broker participant of Euroclear France or (ii) as American Depositary Receipts. |
• | For TechnipFMC shareholders holding their shares via Crest International as DTC participant and custodian, the custodian will make an aggregate election on behalf of all Crest International participants in respect of the delivery for the Technip Energies shares which is expected to be delivery via Crest International as Euroclear France indirect participant and custodian. |
• | For TechnipFMC shareholders holding their shares on the share register maintained by Computershare U.S. for DTC participants, Computershare Trust Company, N.A. will establish a web portal permitting such holders to elect to receive their Technip Energies shares (i) via a broker participant of Euroclear France, (ii) directly on the Dutch register in registered form or (iii) as American Depositary Receipts. |
• | For TechnipFMC shareholders holding their shares in certificated form, Computershare Trust Company, N.A. will establish a web portal permitting such holders to elect to receive their Technip Energies shares (i) via a broker participant of Euroclear France, (ii) directly on the Dutch register in registered form or (iii) as American Depositary Receipts. |
• | Compartment A for issuers with a market capitalization over €1.0 billion; |
• | Compartment B for issuers with a market capitalization between €150 million and €1.0 billion; and |
• | Compartment C for issuers with a market capitalization under €150 million. |
• | an actual basis as of June 30, 2020 and November 30, 2020; and |
• | an as adjusted basis to give effect to our entry into the Bridge Term Facility and the New Revolving Credit Facility, the consummation of certain cash transfers between us and TechnipFMC arising out of our separation from TechnipFMC’s treasury operations and the consummation of the Spin-off. |
| | As of 30 June 2020 | | | Movements(1) | | | As of 30 November 2020(2) | | | Adjustments | | | As adjusted | |
| | (in EUR millions) | |||||||||||||
Cash and cash equivalents(3) | | | 3,672.2 | | | (369.4) | | | 3,302.8 | | | (249.8) | | | 3,053.0 |
Total Current Debt | | | 623.2 | | | (72.4) | | | 550.8 | | | (377.2) | | | 173.5 |
Guaranteed | | | — | | | — | | | — | | | — | | | — |
Secured | | | — | | | — | | | — | | | — | | | — |
Unguaranteed/Unsecured – Lease liabilities(4) | | | 45.4 | | | (2.7) | | | 42.7 | | | — | | | 42.7 |
Unguaranteed/Unsecured – Commercial paper(5) | | | 513.4 | | | (55.4) | | | 458.0 | | | (332.7) | | | 125.3 |
Unguaranteed/Unsecured – Loans due to TechnipFMC(6) | | | 64.4 | | | (19.9) | | | 44.5 | | | (44.5) | | | — |
Unguaranteed/Unsecured – Other bank loans | | | — | | | 5.6 | | | 5.6 | | | — | | | 5.6 |
Total Non-Current Debt (excluding current portion of long-term debt) | | | 237.7 | | | (33.5) | | | 204.2 | | | 830.5 | | | 830.5 |
Guaranteed | | | — | | | — | | | — | | | — | | | — |
Secured | | | — | | | — | | | — | | | — | | | — |
Unguaranteed/Unsecured – Lease liabilities(4) | | | 237.7 | | | (33.5) | | | 204.2 | | | — | | | 204.2 |
Unguaranteed/Unsecured – Bridge Term Facility(7) | | | — | | | — | | | — | | | 626.3 | | | 626.3 |
Unguaranteed/Unsecured – New Revolving Credit Facility(8) | | | — | | | — | | | — | | | — | | | — |
Total Debt | | | 860.9 | | | (105.9) | | | 755.0 | | | 249.1 | | | 1,004.1 |
Invested Equity(9)(10) | | | 2,017.6 | | | (241.6) | | | 1,776.0 | | | (569.9) | | | 1,206.1 |
Total Capitalization | | | 2,878.5 | | | (347.5) | | | 2,531.0 | | | (320.8) | | | 2,210.2 |
(1) | The movements from June 30, 2020 to November 30, 2020 are comprised of repayments of outstanding indebtedness. |
(2) | Financial information set forth in this column was derived from the Company’s cash management systems as of November 30, 2020, except for the lease liabilities, which are an estimate as of November 30, 2020, Loans due to TechnipFMC reconciled directly with the subsidiaries and the invested equity, which reflects the main impacts related to the Technip Energies business since June 30, 2020. |
(3) | Cash and Cash equivalents comprised cash at bank and in hand, short-term deposits along with the other securities. As of November 30, 2020, the amount of cash and cash equivalents is issued from the cash management systems of Technip Eurocash S.N.C. (“Technip |
(4) | Lease liabilities were accounted for according to the new lease standard IFRS 16 and represent the present value of the remaining lease payments. As of June 30, 2020, the total lease liabilities amounted to €283.1 million, of which €45.4 million were current (i.e., have a maturity of less than or equal to one year from June 30, 2020) and €237.7 million were non-current (i.e., have a maturity of more than one year from June 30, 2020). |
(5) | Commercial paper relates to the balance issued under the negotiable European commercial paper program of TechnipFMC and for which Technip Eurocash is the legal obligor. The commercial paper program, which is currently capped at €1.0 billion, will be downsized to €750 million prior to the Spin-off. The commercial paper issued hereunder has a remaining maturity of up to one year from June 30, 2020. Adjusted estimated commercial paper, in the amount of €125.3 million, reflects the residual amount of short term funding through the commercial paper program of Technip Eurocash that the Company expects will remain outstanding at the date of the Spin-off. |
(6) | Loans due to TechnipFMC represent discrete loans separately negotiated between TechnipFMC and Technip Energies or its subsidiaries for various business and financing reasons during the reporting period. These loans are considered as related party loans in our Combined Financial Statements and have a maturity of less than one year. As of November 30, 2020, the amount of loans due to TechnipFMC has been estimated based on the confirmation from the relevant subsidiaries. As adjusted Loans due to TechnipFMC reflects the full reimbursement of the outstanding amount at the date of the consummation of the Spin-off. |
(7) | As of the date of the Spin-off, Technip Energies expects that it will have €626.3 million of outstanding borrowings under the Bridge Term Facility. The Bridge Term Facility will have an initial term of twelve months, with the option for up to two six-month extensions. |
(8) | As of the date of the Spin-off, Technip Energies expects that it will have outstanding commercial paper borrowings of €125.3 million and available borrowing capacity of €624.7 million under the New Revolving Credit Facility which serves as a backstop to the outstanding commercial paper program. |
(9) | Until the completion of the Spin-off, Technip Energies will not comprise a separate legal entity from TechnipFMC, and we therefore believe it is not meaningful to present share capital or an analysis of reserves prior to the completion of the spin-off. The net invested equity in us is represented by total invested equity in the Combined Statement of Changes in Invested Equity comprising invested equity and retained earnings, accumulated other comprehensive income (loss) and non-controlling interest. |
(10) | The adjustment to invested equity which includes positions determined as of November 30, 2020, reflects €569.9 million in cash that will be transferred from us to TechnipFMC in connection with the Spin-off as part of the capital structure allocation. |
| | Average | | | High | | | Low | | | Close | |
Fiscal Year Ended December 31, 2017 | | | 0.88882 | | | 0.96293 | | | 0.82919 | | | 0.83382 |
Fiscal Year Ended December 31, 2018 | | | 0.84940 | | | 0.88802 | | | 0.80045 | | | 0.87336 |
Fiscal Year Ended December 31, 2019 | | | 0.89311 | | | 0.91760 | | | 0.86693 | | | 0.89043 |
Half Year Ended June 30, 2020 | | | 0.90789 | | | 0.93397 | | | 0.87291 | | | 0.89322 |
| | Six Months Ended June 30, | ||||
(In EUR millions) | | | 2020 | | | 2019 |
Revenue | | | € 2,829.4 | | | € 2,594.5 |
Costs and expenses: | | | | | ||
Cost of sales | | | 2,290.8 | | | 1,996.8 |
Selling, general and administrative expense | | | 205.0 | | | 196.7 |
Research and development expense | | | 20.4 | | | 16.2 |
Impairment, restructuring and other expenses (income) | | | 35.8 | | | 17.3 |
Merger transaction and integration costs | | | — | | | 10.5 |
Total costs and expenses | | | 2,552.0 | | | 2,237.5 |
Other expense, net | | | (23.8) | | | (42.7) |
Income from equity affiliates | | | 5.0 | | | 1.7 |
Profit (loss) before financial expense, net and income taxes | | | 258.6 | | | 316.0 |
Financial income | | | 13.5 | | | 39.1 |
Financial expense | | | (88.6) | | | (208.9) |
Profit (loss) before income taxes | | | 183.5 | | | 146.2 |
Provision for income taxes | | | 68.5 | | | 80.0 |
Net profit (loss) | | | 115.0 | | | 66.2 |
Net (profit) loss attributable to noncontrolling interests | | | (4.7) | | | 0.2 |
Net profit (loss) attributable to owners of the Technip Energies Group | | | €110.3 | | | € 66.4 |
Basic and diluted earnings (loss) per common share(1) | | | N.M. | | | N.M. |
Pro forma basic and diluted earnings (loss) per common share | | | €0.60 | | | N.M. |
(1) | Historical basic and diluted earnings (loss) per common share are not applicable to the historical combined financial statements. |
| | Year Ended | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Revenue | | | €5,768.7 | | | €5,365.2 | | | €7,229.2 |
Costs and expenses: | | | | | | | |||
Cost of sales | | | 4,518.0 | | | 4,410.9 | | | 6,233.1 |
Selling, general and administrative expense | | | 406.9 | | | 382.4 | | | 392.4 |
Research and development expense | | | 42.0 | | | 26.8 | | | 31.9 |
Impairment, restructuring and other expenses (income) | | | 77.6 | | | 11.3 | | | 48.0 |
Merger transaction and integration costs | | | 15.2 | | | 15.4 | | | 26.2 |
Total costs and expenses | | | 5,059.7 | | | 4,846.8 | | | 6,731.6 |
Other expenses, net | | | (38.7) | | | (233.8) | | | (18.5) |
Income from equity affiliates | | | 2.9 | | | 28.7 | | | 0.7 |
Profit (loss) before financial expense, net and income taxes | | | 673.2 | | | 313.3 | | | 479.8 |
Financial income | | | 65.2 | | | 71.0 | | | 58.9 |
Financial expense | | | (400.0) | | | (279.5) | | | (264.7) |
Profit (loss) before income taxes | | | 338.4 | | | 104.8 | | | 274.0 |
Provision for income taxes | | | 185.2 | | | 190.4 | | | 215.7 |
Net profit (loss) | | | 153.2 | | | (85.6) | | | 58.3 |
Net (profit) loss attributable to noncontrolling interests | | | (6.9) | | | 0.2 | | | 0.3 |
Net profit (loss) attributable to owners of the Technip Energies Group | | | €146.3 | | | €(85.4) | | | €58.6 |
Basic and diluted earnings (loss) per common share(1) | | | N.M. | | | N.M. | | | N.M. |
Pro forma basic and diluted earnings (loss) per common share | | | €0.77 | | | N.M. | | | N.M. |
(1) | Historical basic and diluted earnings (loss) per common share are not applicable to the historical combined financial statements. |
| | Six Months Ended, | | | Year ended, | |||||||
(In millions) | | | June 30, | | | December 31, | ||||||
| | 2020 | | | 2019 | | | 2018 | | | 2017 | |
Cash and cash equivalents | | | 3,672.2 | | | 3,563.6 | | | 3,669.6 | | | 4,058.7 |
Total current assets | | | 5,664.7 | | | 5,417.8 | | | 5,529.5 | | | 6,064.9 |
Advances paid to suppliers | | | 140.5 | | | 127.8 | | | 125.7 | | | 293.8 |
Total assets | | | € 8,574.6 | | | €8,380.6 | | | €8,119.3 | | | €8,600.7 |
Total current liabilities | | | 5,983.1 | | | 5,969.5 | | | 5,926.6 | | | 5,930.1 |
Total non-current liabilities | | | 573.9 | | | 626.7 | | | 474.0 | | | 439.0 |
Total invested equity and liabilities | | | € 8,574.6 | | | €8,380.6 | | | €8,119.3 | | | €8,600.7 |
| | Six Months Ended June 30, | ||||
(In millions) | | | 2020 | | | 2019 |
Cash provided by operating activities | | | 473.3 | | | 601.9 |
Cash provided (required) by investing activities | | | (20.4) | | | 7.0 |
Cash required by financing activities | | | (348.1) | | | (1,080.1) |
Cash and cash equivalents, beginning of period | | | 3,563.6 | | | 3,669.6 |
Cash and cash equivalents, end of period | | | € 3,672.2 | | | €3,167.8 |
| | Year Ended | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Cash provided (required) by operating activities | | | 1,006.4 | | | 507.1 | | | 48.2 |
Cash provided (required) by investing activities | | | (36.8) | | | (11.7) | | | (13.4) |
Cash provided (required) by financing activities | | | (1,120.7) | | | (992.5) | | | (770.3) |
Cash and cash equivalents, beginning of period | | | 3,669.6 | | | 4,058.7 | | | 5,202.2 |
Cash and cash equivalents, end of period | | | €3,563.6 | | | €3,669.6 | | | €4,058.7 |
| | Historical | | | Transaction Accounting Adjustments | | | Notes | | | Pro Forma Financing Accounting Adjustments | | | Notes | | | Pro Forma Technip Energies | |
Assets | | | | | | | | | | | | | ||||||
Investments in equity affiliates | | | €51.0 | | | €— | | | | | €— | | | | | €51.0 | ||
Property, plant and equipment, net | | | 95.2 | | | — | | | | | — | | | | | 95.2 | ||
Right-of-use asset | | | 229.3 | | | — | | | | | — | | | | | 229.3 | ||
Goodwill | | | 2,206.8 | | | — | | | | | — | | | | | 2,206.8 | ||
Intangible assets, net | | | 112.1 | | | — | | | | | — | | | | | 112.1 | ||
Deferred income taxes | | | 165.0 | | | — | | | | | — | | | | | 165.0 | ||
Derivative financial instruments | | | 0.9 | | | — | | | | | — | | | | | 0.9 | ||
Other financial assets | | | 49.6 | | | — | | | | | — | | | | | 49.6 | ||
Total non-current assets | | | 2,909.9 | | | — | | | | | — | | | | | 2,909.9 | ||
Cash and cash equivalents | | | 3,672.2 | | | (569.9) | | | (a) | | | 173.8 | | | (b) | | | 3,276.1 |
Trade receivables, net | | | 942.3 | | | — | | | | | — | | | | | 942.3 | ||
Contract assets | | | 362.3 | | | — | | | | | — | | | | | 362.3 | ||
Derivative financial instruments | | | 11.7 | | | — | | | | | — | | | | | 11.7 | ||
Income taxes receivable. | | | 88.7 | | | — | | | | | — | | | | | 88.7 | ||
Advances paid to suppliers | | | 140.5 | | | — | | | | | — | | | | | 140.5 | ||
Due from TechnipFMC | | | 74.3 | | | — | | | | | — | | | | | 74.3 | ||
Other current assets | | | 372.7 | | | — | | | | | — | | | | | 372.7 | ||
Total current assets | | | 5,664.7 | | | (569.9) | | | | | 173.8 | | | | | 5,268.6 | ||
Total assets | | | € 8,574.6 | | | €(569.9) | | | | | € 173.8 | | | | | € 8,178.5 | ||
| | | | | | | | | | | | |||||||
Invested equity and liabilities | | | | | | | | | | | | | ||||||
Invested equity and retained earnings | | | € 2,049.3 | | | €(569.9) | | | (c) | | | €— | | | | | € 1,479.4 | |
Accumulated other comprehensive loss | | | (39.4) | | | — | | | | | — | | | | | (39.4) | ||
Equity attributable to owners of the Technip Energies Group | | | 2,009.9 | | | (569.9) | | | | | — | | | | | 1,440.0 | ||
Noncontrolling interests | | | 7.7 | | | — | | | | | — | | | | | 7.7 | ||
Total invested equity | | | 2,017.6 | | | (569.9) | | | | | — | | | | | 1,447.7 | ||
Long-term debt | | | — | | | — | | | | | — | | | | | — | ||
Lease liability - operating non-current | | | 237.7 | | | — | | | | | — | | | | | 237.7 | ||
Deferred income taxes | | | 18.7 | | | — | | | | | — | | | | | 18.7 | ||
Accrued pension and other post-retirement benefits, less current portion. | | | 137.4 | | | — | | | | | — | | | | | 137.4 | ||
Derivative financial instruments | | | 12.1 | | | — | | | | | — | | | | | 12.1 | ||
Non-current provisions | | | 25.2 | | | — | | | | | — | | | | | 25.2 | ||
Other liabilities | | | 142.8 | | | — | | | | | — | | | | | 142.8 | ||
Total non-current liabilities | | | 573.9 | | | — | | | | | — | | | | | 573.9 | ||
Short-term debt | | | 513.4 | | | — | | | | | 238.2 | | | (d) | | | 751.6 | |
Lease liability - operating current | | | 45.4 | | | — | | | | | — | | | | | 45.4 | ||
Accounts payable, trade | | | 1,139.2 | | | — | | | | | — | | | | | 1,139.2 | ||
Contract liabilities | | | 3,304.0 | | | — | | | | | — | | | | | 3,304.0 | ||
Accrued payroll | | | 169.2 | | | — | | | | | — | | | | | 169.2 | ||
Derivative financial instruments | | | 43.9 | | | — | | | | | — | | | | | 43.9 | ||
Income taxes payable | | | 59.2 | | | — | | | | | — | | | | | 59.2 | ||
Current provisions | | | 97.3 | | | — | | | | | — | | | | | 97.3 | ||
Due to TechnipFMC | | | 279.7 | | | — | | | | | (64.4) | | | (e) | | | 215.3 | |
Other current liabilities | | | 331.8 | | | — | | | | | — | | | | | 331.8 | ||
Total current liabilities | | | 5,983.1 | | | — | | | | | 173.8 | | | | | 6,156.9 | ||
Total liabilities | | | 6,557.0 | | | — | | | | | 173.8 | | | | | 6,730.8 | ||
Total invested equity and liabilities | | | € 8,574.6 | | | € (569.9) | | | | | € 173.8 | | | | | € 8,178.5 |
| | Historical | | | | | Pro Forma Financing Accounting Adjustments | | | Notes | | | Pro Forma Technip Energies | ||
Revenue | | | €2,829.4 | | | | | €— | | | | | € 2,829.4 | ||
Costs and expenses: | | | | | | | | | | | |||||
Cost of sales | | | 2,290.8 | | | | | — | | | | | 2,290.8 | ||
Selling, general and administrative expense | | | 205.0 | | | | | — | | | | | 205.0 | ||
Research and development expense | | | 20.4 | | | | | — | | | | | 20.4 | ||
Impairment, restructuring and other expenses | | | 35.8 | | | (f) | | | — | | | | | 35.8 | |
Merger transaction and integration costs | | | — | | | | | — | | | | | — | ||
Total costs and expenses | | | 2,552.0 | | | | | — | | | | | 2,552.0 | ||
Other income (expenses), net | | | (23.8) | | | | | — | | | | | (23.8) | ||
Income from equity affiliates | | | 5.0 | | | | | — | | | | | 5.0 | ||
Profit before financial expense, net and income taxes | | | 258.6 | | | | | — | | | | | 258.6 | ||
Financial income | | | 13.5 | | | | | — | | | | | 13.5 | ||
Financial expense | | | (88.6) | | | | | (2.0) | | | (g) | | | (90.6) | |
Profit before income taxes | | | 183.5 | | | | | (2.0) | | | | | 181.5 | ||
Provision for income taxes | | | 68.5 | | | | | — | | | (h) | | | 68.5 | |
Net profit | | | 115.0 | | | | | (2.0) | | | | | 113.0 | ||
Net (profit) loss attributable to noncontrolling interests | | | (4.7) | | | | | — | | | | | (4.7) | ||
Net profit attributable to owners of the Technip Energies Group | | | €110.3 | | | | | € (2.0) | | | | | €108.3 | ||
Pro forma basic and diluted earnings per share | | | | | | | | | (i) | | | $0.60 |
| | Historical | | | | | Pro Forma Financing Accounting Adjustments | | | Notes | | | Pro Forma Technip Energies | ||
Revenue | | | €5,768.7 | | | | | €— | | | | | € 5,768.7 | ||
Costs and expenses: | | | | | | | | | | | |||||
Cost of sales | | | 4,518.0 | | | | | — | | | | | 4,518.0 | ||
Selling, general and administrative expense | | | 406.9 | | | | | — | | | | | 406.9 | ||
Research and development expense | | | 42.0 | | | | | — | | | | | 42.0 | ||
Impairment, restructuring and other expenses | | | 77.6 | | | | | — | | | | | 77.6 | ||
Merger transaction and integration costs | | | 15.2 | | | | | — | | | (f) | | | 15.2 | |
Total costs and expenses | | | 5,059.7 | | | | | — | | | | | 5,059.7 | ||
Other income (expenses), net. | | | (38.7) | | | | | — | | | | | (38.7) | ||
Income from equity affiliates | | | 2.9 | | | | | — | | | | | 2.9 | ||
Profit (loss) before financial expense, net and income taxes | | | 673.2 | | | | | — | | | | | 673.2 | ||
Financial income | | | 65.2 | | | | | — | | | | | 65.2 | ||
Financial expense | | | (400.0) | | | | | (5.4) | | | (g) | | | (405.4) | |
Profit (loss) before income taxes | | | 338.4 | | | | | (5.4) | | | | | 333.0 | ||
Provision for income taxes | | | 185.2 | | | | | 1.9 | | | (h) | | | 187.1 | |
Net profit (loss) | | | 153.2 | | | | | (7.3) | | | | | 145.9 | ||
Net (profit) loss attributable to noncontrolling interests | | | (6.9) | | | | | — | | | | | (6.9) | ||
Net profit (loss) attributable to owners of the Technip Energies Group | | | €146.3 | | | | | € (7.3) | | | | | €139.0 | ||
Pro forma basic and diluted earnings per share | | | | | | | | | (i) | | | $0.77 |
(a) | Represents €569.9 million of cash that will be transferred from us to TechnipFMC in connection with the Spin-off as part of the capital structure allocation. |
(b) | Reflects the adjustment to cash for the paydown of the outstanding commercial paper, settlement of loans due to TechnipFMC and entry into a new Bridge Term Facility. The adjustment is comprised of the following (in millions): |
Repayment of commercial paper | | | €(388.1) |
Repayment of loans due to TechnipFMC | | | (64.4) |
New Bridge Term Facility issuance | | | 626.3 |
Pro forma adjustment to cash | | | €173.8 |
(c) | Represents pro forma adjustment to invested equity to reflect the impact of the cash transfer to TechnipFMC in connection with the Spin-off. |
(d) | Reflects pro forma adjustment related to the paydown of the outstanding commercial paper and entry into a new Bridge Term Facility as follows (in millions): |
Repayment of commercial paper | | | €(388.1) |
New Bridge Term Facility issuance | | | 626.3 |
Pro forma adjustment to total debt | | | €238.2 |
(e) | Reflects the settlement of the outstanding related party loans due to TechnipFMC €64.4 million. |
(f) | Impairment, restructuring and other expenses include €12.7 million and €36.7 million for the six months ended June 30, 2020 and year ended December 31, 2019, respectively, relating to non-recurring separation costs, which were incurred and included in our historical results of operations. These costs were primarily related to third-party consulting, contractor fees and other incremental costs and are not expected to have a continuing impact on our results of operations following the completion of the Spin-off. |
(g) | Reflects pro forma interest expense adjustments for the six months ended June 30, 2020 and year ended December 31, 2019 as follows (in millions): |
| | Six Months Ended June 30, 2020 | | | Year Ended December 31, 2019 | |
Interest expense associated with new Bridge Term Facility | | | €(2.2) | | | €(4.3) |
Eliminate interest expense associated with pay down of commercial paper | | | 0.1 | | | (1.1) |
Pro forma adjustment to interest expense | | | €(2.0) | | | €(5.4) |
(h) | Reflects income benefit related to income from operations before income taxes generated by the pro forma adjustments based upon French statutory tax rates in effect during these periods. |
(i) | Pro forma basic weighted average shares outstanding amount of 179,813,880 was computed by applying a distribution ratio of one Technip Energies share for every five TechnipFMC shares to the total TechnipFMC shares expected to be outstanding on the distribution date. There are no potentially dilutive shares outstanding and thus basic and diluted shares outstanding are the same. |
• | IFRS does not provide guidelines for the preparation of combined historical financial information, or for the specific accounting treatment set out below. Accordingly, in preparing the combined historical financial information, certain accounting conventions commonly used for the preparation of combined historical financial information have been applied. The term “combined financial statements” is used when referring to financial information prepared by aggregating financial statements of segments, separate entities or components of groups that fail to meet the definition of a “group” under IFRS 10 “Consolidated financial statements.” A key assumption underlying the preparation of combined financial statements is that there is |
• | In the Combined Financial Statements, the book value accounting approach (predecessor accounting method) has been applied in accordance with the principles for business combinations under common control. The Combined Financial Statements present the TechnipFMC’s companies and the business activities allocated to Technip Energies business in the manner in which they were included in the IFRS consolidated financial statements of TechnipFMC in the past. |
• | The preparation of financial statements requires management to make certain estimates and assumptions, either at the balance sheet date or during the period that affects the reported amounts of assets and liabilities as well as the income and the expenses. In particular, due to the fact that the presented Combined Financial Statements have been carved out from TechnipFMC IFRS consolidated financial statements and those of its legacy companies, actual outcomes and results have differed from those estimates and assumptions as indicated under the caption “Critical Accounting Policies and Estimates” if the Technip Energies Business had been operating as a stand-alone business. See Note 3 to the Combined Financial Statements included elsewhere in this prospectus. |
• | Historically, corporate expenses were allocated between the business segments of TechnipFMC. This was not adjusted or modified during the carve-out financial preparation process. Unallocated corporate expenses (i.e., expenses reported in the Corporate Segment for TechnipFMC) were reviewed and analyzed during the carveout preparation process. Corporate expense items like foreign exchange gains and losses, integration and restructuring expenses, pension and benefit costs directly attributable to TechnipFMC or Technip Energies, were attributed on an item by item basis. When this individual attribution was not possible, for example for corporate management and corporate finance costs, the percentage of external revenue contribution of the businesses was used as the most representative measure for allocation. The amount of corporate expenses allocated to us by using the revenue percentage method was €110.5 million, €58.1 million, and €67.2 million for the financial years ended on December 31, 2017, 2018 and 2019, respectively, on a total allocation of €171.8 million, €314.7 million, and €322.8 million for the financial years ended on December 31, 2017, 2018 and 2019, respectively. The reduction of this allocation is primarily due to a larger amount of expenses allocated on an item by item basis. |
| | Six Months Ended June 30, | ||||
(In EUR millions) | | | 2020 | | | 2019 |
Revenue | | | 2,829.4 | | | 2,594.5 |
Costs and expenses: | | | | | ||
Cost of sales | | | 2,290.8 | | | 1,996.8 |
Selling, general and administrative expense | | | 205.0 | | | 196.7 |
Research and development expense | | | 20.4 | | | 16.2 |
Impairment, restructuring and other expenses (income) | | | 35.8 | | | 17.3 |
Merger transaction and integration costs | | | — | | | 10.5 |
Total costs and expenses | | | 2,552.0 | | | 2,237.5 |
Other income (expense), net | | | (23.8) | | | (42.7) |
Income from equity affiliates | | | 5.0 | | | 1.7 |
Profit (loss) before financial expense, net and income taxes | | | 258.6 | | | 316.0 |
Financial income | | | 13.5 | | | 39.1 |
Financial expense | | | (88.6) | | | (208.9) |
Profit (loss) before income taxes | | | 183.5 | | | 146.2 |
Provision for income taxes | | | 68.5 | | | 80.0 |
| | Six Months Ended June 30, | ||||
(In EUR millions) | | | 2020 | | | 2019 |
Net profit (loss) | | | 115.0 | | | 66.2 |
Net (profit) loss attributable to noncontrolling interests | | | (4.7) | | | 0.2 |
Net profit (loss) attributable to owners of the Technip Energies Group | | | 110.3 | | | 66.4 |
| | Year ended December 31, | |||||||
(In EUR millions) | | | 2019 | | | 2018 | | | 2017 |
Revenue | | | 5,768.7 | | | 5,365.2 | | | 7,229.2 |
Costs and expenses: | | | | | | | |||
Cost of sales | | | 4,518.0 | | | 4,410.9 | | | 6,233.1 |
Selling, general and administrative expense | | | 406.9 | | | 382.4 | | | 392.4 |
Research and development expense | | | 42.0 | | | 26.8 | | | 31.9 |
Impairment, restructuring and other expenses (income) | | | 77.6 | | | 11.3 | | | 48.0 |
Merger transaction and integration costs | | | 15.2 | | | 15.4 | | | 26.2 |
Total costs and expenses | | | 5,059.7 | | | 4,846.8 | | | 6,731.6 |
Other income (expense), net | | | (38.7) | | | (233.8) | | | (18.5) |
Income from equity affiliates | | | 2.9 | | | 28.7 | | | 0.7 |
Profit (loss) before financial expense, net and income taxes | | | 673.2 | | | 313.3 | | | 479.8 |
Financial income | | | 65.2 | | | 71.0 | | | 58.9 |
Financial expense | | | (400.0) | | | (279.5) | | | (264.7) |
Profit (loss) before income taxes | | | 338.4 | | | 104.8 | | | 274.0 |
Provision for income taxes | | | 185.2 | | | 190.4 | | | 215.7 |
Net profit (loss) | | | 153.2 | | | (85.6) | | | 58.3 |
Net (profit) loss attributable to noncontrolling interests | | | (6.9) | | | 0.2 | | | 0.3 |
Net profit (loss) attributable to owners of the Technip Energies Group | | | 146.3 | | | (85.4) | | | 58.6 |
| | Six Months Ended June 30, | |||||||
(In EUR millions) | | | 2020 | | | 2019 | | | Change |
Project Delivery | | | 2,270.7 | | | 1,975.5 | | | 14.9% |
Technology, Products and Services | | | 558.7 | | | 619.0 | | | (9.7)% |
Total Revenue | | | 2,829.4 | | | 2,594.5 | | | 9.1% |
| | Six Months Ended June 30, | |||||||
(In EUR millions) | | | 2020 | | | 2019 | | | Change |
Europe & Russia | | | 1,141.1 | | | 1,145.8 | | | (0.4)% |
Asia Pacific | | | 494.9 | | | 501.1 | | | (1.2)% |
Africa & Middle East | | | 622.7 | | | 571.8 | | | 8.9% |
Americas | | | 570.7 | | | 375.8 | | | 51.9% |
Total Revenue | | | 2,829.4 | | | 2,594.5 | | | 9.1% |
| | Year ended December 31, | |||||||
(In EUR millions) | | | 2019 | | | 2018 | | | change |
Project Delivery | | | 4,565.5 | | | 4,221.6 | | | 8.1% |
Technology, Products and Services | | | 1,203.2 | | | 1,143.6 | | | 5.2% |
Total Revenue | | | 5,768.7 | | | 5,365.2 | | | 7.5% |
| | Year ended December 31, | |||||||
(In EUR millions) | | | 2019 | | | 2018 | | | change |
Europe & Russia | | | 2,603.9 | | | 2,907.7 | | | (10.4)% |
Asia Pacific | | | 1,023.1 | | | 1,108.9 | | | (7.7)% |
Africa & Middle East | | | 1,445.1 | | | 1,013.4 | | | 42.6% |
Americas | | | 696.6 | | | 335.2 | | | 107.8% |
Total Revenue | | | 5,768.7 | | | 5,365.2 | | | 7.5% |
| | Year ended December 31, | |||||||
(In EUR millions) | | | 2018 | | | 2017 | | | change |
Project Delivery | | | 4,221.6 | | | 6,139.8 | | | (31.2)% |
Technology, Products and Services | | | 1,143.6 | | | 1,089.4 | | | 5.0% |
Total Revenue | | | 5,365.2 | | | 7,229.2 | | | (25.8)% |
| | Year ended December 31, | |||||||
(In EUR millions) | | | 2018 | | | 2017 | | | change |
Europe & Russia | | | 2,907.7 | | | 4,957.9 | | | (41.4)% |
Asia Pacific | | | 1,108.9 | | | 944.4 | | | 17.4% |
Africa & Middle East | | | 1,013.4 | | | 887.1 | | | 14.2% |
Americas | | | 335.2 | | | 439.8 | | | (23.8)% |
Total Revenue | | | 5,365.2 | | | 7,229.2 | | | (25.8)% |
| | Six Months Ended June 30, | | | Year Ended December 31, | ||||||||||
(In EUR millions) | | | 2020 | | | 2019 | | | 2019 | | | 2018 | | | 2017 |
Order Intake | | | 1,267.6 | | | 10,058.2 | | | 11,866.6 | | | 6,466.0 | | | 3,595.3 |
| | Six Months Ended June 30, | | | Year Ended December 31, | |||||||
(In EUR millions) | | | 2020 | | | 2019 | | | 2018 | | | 2017 |
Order Backlog | | | 11,730.2 | | | 13,676.4 | | | 7,106.4 | | | 5,661.0 |
Period | | | Applicable margin |
0 to 3 Months after the date on which all conditions precedent to the first utilization are satisfied (the “Initial Availability Date”) | | | 0.50% p.a. |
3 to 6 Months after the Initial Availability Date | | | 0.60% p.a. |
6 to 9 Months after the Initial Availability Date | | | 0.75% p.a. |
9 to 12 Months after the Initial Availability Date | | | 0.90% p.a. |
12 to 15 Months after the Initial Availability Date | | | 1.10% p.a. |
15 to 18 Months after the Initial Availability Date | | | 1.30% p.a. |
18 to 21 Months after the Initial Availability Date | | | 1.50% p.a. |
21 to 24 Months after the Initial Availability Date | | | 1.80% p.a. |
Rating | | | Applicable margin |
Lower than or equal to BB+ | | | 0.95% p.a. |
Equal to BBB- | | | 0.75% p.a. |
Equal to BBB | | | 0.60% p.a. |
Equal to BBB+ | | | 0.45% p.a. |
Higher than or equal to A- | | | 0.35% p.a. |
Number of ESG KPIs for which successful completion has been achieved | | | Margin adjustment |
No successful completion has been achieved for any of the KPIs | | | + 0.025% p.a. |
Successful completion has been achieved for one (1) KPI | | | +0.0125% p.a. |
Successful completion has been achieved for two (2) KPIs | | | -0.0125% p.a. |
Successful completion has been achieved for three (3) KPIs | | | -0.025% p.a. |
• | a negative pledge that will limit the Company, Technip Eurocash and our material subsidiaries’ (defined as any subsidiary whose EBITDA is greater than 5% of consolidated EBITDA of the Technip Energies Group or whose total assets exceed 5% of the total assets of the Technip Energies Group) ability to create security over their assets, except that, in particular: (i) security may be created over cash collateral not exceeding the higher of EUR 250.0 million or its equivalent in other currencies and 3% of the total assets of the Technip Energies Group, (ii) the Company, Technip Eurocash and the Company’s material subsidiaries may carry out permitted securitizations and grant security over such receivables, (iii) security may be created over manufacturing facilities, plant, property, equipment or real estate subject to a sale and leaseback not exceeding the higher of EUR 250.0 million or its equivalent in other currencies and 3% of the total assets of the Technip Energies Group, (iv) security may be created over cash collateral by the Company, Technip Eurocash or the Company’s material subsidiaries in an amount not exceeding the higher of EUR 250.0 million or its equivalent in other currencies and 3% of the total assets of the Technip Energies Group (v) any security securing (directly or indirectly) financial indebtedness under finance or structured tax lease |
• | an asset sale covenant prohibiting the Company and its material subsidiaries from disposing of assets in a single transaction or series of related transactions exceeding a maximum aggregate amount of up to EUR 500.0 million or its equivalent in other currencies in each financial year or exceeding EUR 1.5 billion during the term of the New Revolving Credit Facility, except ordinary course disposals and other customary carve-outs and exceptions and provided that any such disposal does not have or is not reasonably likely to have material adverse effect; and |
• | a merger covenant prohibiting the Company, Technip Eurocash and the Company’s material subsidiaries from engaging in corporate amalgamations, demergers, mergers or corporate reconstruction or reorganizations that are likely to have a material adverse effect, except that any material subsidiary may engage in any such transaction with another member of the Technip Energies Group (other than the Company and Technip Eurocash). |
| | Six Months Ended June 30, | ||||
(In EUR millions) | | | 2020 | | | 2019 |
Cash provided by operating activities | | | €473.3 | | | €601.9 |
Cash provided (required) by investing activities | | | (20.4) | | | 7.0 |
Cash required by financing activities | | | (348.1) | | | (1,080.1) |
Effect of exchange rate changes on cash and cash equivalents | | | 3.8 | | | (30.6) |
Increase (Decrease) in cash and cash equivalents | | | €108.6 | | | €(501.8) |
| | Year ended December 31, | |||||||
(In EUR millions) | | | 2019 | | | 2018 | | | 2017 |
Cash provided (required) by operating activities | | | 1,006.4 | | | 507.1 | | | 48.2 |
Cash provided (required) by investing activities | | | (36.8) | | | (11.7) | | | (13.4) |
Cash provided (required) by financing activities | | | (1,120.7) | | | (992.5) | | | (770.3) |
Effect of exchange rate changes on cash and cash equivalents | | | 45.1 | | | 108.0 | | | (408.0) |
Increase (Decrease) in cash and cash equivalents | | | (106.0) | | | (389.1) | | | (1,143.5) |
| | Payments Due by Period | |||||||||||||
(In EUR millions) | | | Total | | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | After 5 years |
Debt | | | 583.4 | | | 583.4 | | | — | | | — | | | — |
Leases liabilities(1) | | | 284.7 | | | 68.3 | | | 82.9 | | | 59.0 | | | 74.5 |
Purchase obligations(2) | | | 4,332.1 | | | 2,569.1 | | | 1,623.6 | | | 109.6 | | | 29.8 |
Pension and other post-retirement benefits(3) | | | 142.0 | | | 7.5 | | | — | | | — | | | 134.5 |
Unrecognized tax benefits(4) | | | 36.3 | | | 1.6 | | | 2.4 | | | 32.3 | | | — |
Other contractual obligations(5) | | | 239.4 | | | 114.9 | | | 96.0 | | | 28.5 | | | — |
Due to TechnipFMC – Loans(6) | | | 4.6 | | | 4.6 | | | — | | | — | | | — |
Total contractual obligations | | | 5,622.6 | | | 3,349.5 | | | 1,804.9 | | | 229.4 | | | 238.8 |
(1) | We lease real estate, including land, buildings and warehouses, machinery/equipment, vehicles, and various types of manufacturing and data processing equipment. Leases of real estate generally provide for payment of property taxes, insurance and repairs by us. Lease liabilities were accounted for according to the new lease standard IFRS 16 and represent the present value of the remaining lease payments. For further information regarding assumptions used to determine the lease liabilities, see Note 4 to the Combined Financial Statements included elsewhere in this prospectus. |
(2) | In the normal course of business, we enter into agreements with its suppliers to purchase equipment and material or services. These agreements include a requirement that our supplier provide products or services to its specifications and require it to make a firm purchase commitment to its supplier. As substantially all of these commitments are associated with purchases made to fulfill our customers’ orders, the costs associated with these agreements will ultimately be reflected in cost of sales on our combined statements of income. |
(3) | We expect to contribute approximately €1.4 million to our pension plans during 2020. Required contributions for future years depend on factors that cannot be determined at this time. |
(4) | It is reasonably possible that €1.6 million of liabilities for unrecognized tax benefits will be settled during 2020, and this amount is reflected in income taxes payable in our combined balance sheet as of December 31, 2019. Although unrecognized tax benefits are not contractual obligations, they are presented in this table because they represent demands on our liquidity. |
(5) | Other contractual obligations represent a mandatorily redeemable financial liability. In the fourth quarter of 2016, we obtained voting control interests in legal contract entities belonging to our then-existing Onshore/Offshore business segment, which entities owned and accounted for the design, engineering and construction of the Yamal LNG plant. Prior to the amendments of the contractual terms that provided it with voting interest control, we accounted for these entities under the equity method of accounting based on our previously held interests in each of these entities. An MRL of €165.9 million was recognized as of December 31, 2016 for the fair value of the non-controlling interests. During the year ended December 31, 2019 we revalued the liability to reflect current expectations about the obligation. Refer to Note 23 to the Combined Financial Statements included elsewhere in this prospectus for further information regarding the fair value measurement assumptions of the mandatorily redeemable financial liability and related changes in its fair value. |
(6) | Loans due to TechnipFMC represent discrete loans negotiated between TechnipFMC and Technip Energies or its subsidiaries for various business and financing reasons during the reporting period. These loans are considered as related party loans in our Combined Financial Statements and have a maturity of less than one year. |
| | Liquidity in %(1) | | | Financial debt in %(2) | |||||||||||||
(In EUR millions) | | | 2019 | | | 2018 | | | 2017 | | | 2019 | | | 2018 | | | 2017 |
USD | | | 48% | | | 68% | | | 64% | | | — | | | — | | | — |
EUR | | | 34% | | | 15% | | | 20% | | | 100% | | | 100% | | | 100% |
Other | | | 18% | | | 17% | | | 17% | | | — | | | — | | | — |
Total | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% |
(1) | Liquidity includes cash and cash equivalents, as detailed in the Note 11 to the Combined Financial Statements included elsewhere in this prospectus. |
(2) | Financial debt includes short-term debt, consisting in commercial paper. |
• | diverging customer bases and absence of substantial operational synergies between Technip Energies and TechnipFMC; |
• | distinct and compelling market opportunities; |
• | strong individual balance sheets and tailored capital structures; |
• | distinct business profiles with differentiated investment appeal; |
• | increased management focus; and |
• | enhanced ability to attract, retain, and develop talent. |
• | Natural gas’ share in the global energy mix is projected to grow by 2% over the period 2019 to 2040 (with LNG growing from 9% to 13% of gas mix within overall gas demand from 2019 to 2040); |
• | Renewables and bioenergy share in the global energy mix is projected to grow by 8% from 2019 to 2040; and |
• | Conventional sources in the global energy mix such as coal and oil are projected to contract across the same period, including a decrease of 7% for coal and a decrease of 3% for oil from 2019 to 2040. |
• | our selectivity of clients, projects, and geographies serves to drive early engagement, leading to influence over technological choices, design considerations, and project specifications that reduce execution risk and help make projects economically viable. |
• | we believe that our technology portfolio allows us to reduce technical and project risks, leading to both schedule and cost certainty while always being committed to safety. |
• | through our global, multi-center Project Delivery model complemented by partnerships and alliances, we aim to leverage our experience in risk management with a view to optimizing the execution of complex projects. |
• | Ultra Front-end Suite: Cloud digital platform developed by Genesis that is used in evaluating field development options for customers through fast and clear data visualization. The suite combines in-house tools including Cloud Adept (which allows automated engineering & cost estimating) and Gen-Cat. |
• | Spyro: Asset management solution assisting customers to optimize operations and enhance asset availability and reliability; |
• | Easyplant: In-house integrated construction project management platform. |
• | Speed model: Standardized Project Execution and Engineering Digitalization model, the objectives of which are to take system engineering to the next level with a customized approach reflecting deliverables, de-risk procurement and construction, and embrace a fully digital and integrated data-centric mindset. |
• | Our laboratory in Weymouth in the U.S. which focuses on testing and developing technologies used in petrochemical applications. |
• | Our laboratory in Frankfurt, Germany, which is principally focused on polymer and sustainable chemistry. |
• | Our R&D focused offices in Claremont and Monterey, California. |
• | We are collaborating with Clariant for the commercialization of catalytic technologies such as EARTH and acrylonitrile. |
• | We work with BTG Bioliquids B.V., on joint engineering, procurement and modular construction based on its Fast Pyrolysis Bio-Oil technology. |
• | We have been collaborating with the Commissariat à l'énergie atomique et aux énergies alternatives (“CEA”) in France on innovation and technology since 2011, with the current focus being energy transition and digital. |
• | Our Indian operating center collaborates with the Mumbai Indian Plastics Institute, the Delhi Institute of Technology and the Bangalore Institute of Science. |
• | We are joining the MIT’s Industrial Liaison Program, which our Boston office will aim to leverage. |
• | Spar Platforms: Capable of operating in a wide range of water depths, we are the leader in the design and delivery of Spars, having built and delivered 19 out of 23 Spars constructed to date. A Spar is a low motion floater that can support full drilling with dry trees or with tender assist and flexible or steel catenary risers. The Spar topside is installed offshore either by heavy lift vessel or float over. |
• | Semi-Submersible Platforms: These platforms are well-suited to oil field developments where subsea wells drilled by a mobile offshore drilling unit are appropriate. Semi-Submersibles can operate in a wide range of water depths and may have full drilling and large topside capabilities. We have our own design of low-motion Semi-Submersible platforms that can accommodate dry trees. |
• | Tension-Leg Platforms: An appropriate platform for deepwater drilling and production in water depths up to approximately 1,500 meters, the Tension-Leg Platforms can be configured with full drilling or with tender assist and are generally dry tree units. The Tension-Leg Platforms and our topside can be integrated onto the substructure in a cost-effective manner at quayside. |
Legal entity name | | | Country | | | Ownership % held |
South Tambey LNG | | | France | | | 50 |
Technip Eurocash SNC | | | France | | | 100 |
Technip France SA | | | France | | | 100 |
Yamgaz SNC | | | France | | | 50 |
GYGAZ SNC | | | France | | | 84.5 |
Technip India Limited | | | India | | | 99.99 |
Technip Italy S.P.A. | | | Italy | | | 100 |
Technip Geoproduction (M) Sdn. Bhd. | | | Malaysia | | | 31 |
Technip Benelux B.V. | | | Netherlands | | | 100 |
Technip Rus LLC | | | Russian Federation | | | 99.98 |
Technip Saudi Arabia Limited | | | Saudi Arabia | | | 76 |
Technip E&C Limited | | | United Kingdom | | | 100 |
Technip Stone & Webster Process Technology, Inc. | | | United States | | | 100 |
Technip USA, Inc. | | | United States | | | 100 |
• | the modular manufacturing yard at Dahej, in Gujarat state, located in Western India; |
• | the robotic arms manufacturing plant in Sens, located in Southern France; and |
• | the Cybernetix testing and assembly facilities located in France. |
Location | | | Gross Floor Area (square meter) | | | Primary Use | | | Owned/Leased | | | Lease Period | |||
| Start | | | End | |||||||||||
Europe | | | | | | | | | | | |||||
Courbevoie (Paris – La Défense), France | | | 53,840 | | | Headquarters, Office | | | Leased | | | April 1, 2009 | | | March 30, 2021 |
Sens, France | | | 83,000 | | | Manufacturing | | | Owned | | | — | | | — |
Barcelona, Spain | | | 6,605 | | | Office | | | Leased | | | February 1, 2018 | | | January 31, 2028 |
London, United Kingdom | | | 5,040 | | | Office | | | Leased | | | August 2, 2013 | | | July 31, 2028 |
Rome, Italy | | | 40,235 | | | Office | | | Owned/Leased(1) | | | January 1, 2016 | | | October 31, 2026 |
Saint Petersburg, Russia | | | 3,372 | | | Office | | | Leased | | | February 24, 2019 | | | February 21, 2021 |
Zoetermeer, Netherlands | | | 8,596 | | | Office | | | Leased | | | February 1, 2016 | | | January 31, 2026 |
Asia | | | | | | | | | | | |||||
Kuala Lumpur, Malaysia (Menara Tower) | | | 18,626 | | | Office | | | Leased | | | January 1, 2020 | | | December 31, 2024 |
Kuala Lumpur, Malaysia (Wisma Tower) | | | 11,905 | | | Office | | | Leased | | | November 1, 2019 | | | December 31, 2021 |
New Delhi, India | | | 9,152 | | | Office | | | Owned | | | — | | | — |
Noida, India | | | 4,660 | | | Office | | | Leased | | | April 1, 2017 | | | March 31, 2026 |
Dahej, India | | | 149,734 | | | Manufacturing | | | Owned | | | — | | | — |
| | | | | | | | | | ||||||
Middle East | | | | | | | | | | | |||||
Abu Dhabi, United Arab Emirates | | | 11,679 | | | Office | | | Leased | | | January 1, 2019 | | | April 30, 2021 |
North America | | | | | | | | | | | |||||
Houston, Texas, United States | | | 84,426 | | | Office | | | Leased | | | September 1, 2009 | | | January 31, 2029 |
South America | | | | | | | | | | | |||||
Bogota, Columbia | | | 5,098 | | | Office | | | Owned | | | — | | | — |
(1) | As of November 5, 2020, we own approximately 25,365 square meters and lease approximately 14,870 square meters of our properties in Rome, Italy. |
• | Environmental matters: Our facilities and operations are subject to various environmental laws and regulations in the jurisdictions in which we operate. These environmental requirements may include, among other things, certain pollution control measures or limits for solid and hazardous wastes, water discharges and air emissions, and measures relating to greenhouse gas emissions and/or the mitigation of climate change and may require businesses whose activities have an impact on the environment to obtain permits regulating those activities. Non-compliance with such control measures and permits may result in criminal or civil penalties, damage claims, an obligation to remediate any environmental damages (including damages to natural resources), litigation and/or claims by third parties and/or an obligation to take reasonable measures to prevent pollution or degradation of the environment from occurring, continuing or recurring. |
• | Anti-Corruption Laws and Regulations: Our international operations are subject to anti-corruption laws and regulations, such as the anti-corruption provisions of French law n° 2016-1691 dated December 9, 2016 relating to Transparency, the FCPA, the UK Bribery Act, Sapin II Law, and economic and trade sanctions, including those administered by the United Nations, the European Union, the Office of Foreign Assets Control of the U.S. Treasury, and the U.S. Department of State. These statutes generally prohibit providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. We may deal with both governments and state-owned business enterprises, the employees of which are considered foreign officials for purposes of these laws. |
• | Export Administration Regulations: We are subject to U.S. export control and trade and economic sanctions laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, and the various sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “U.S. Trade Controls”). U.S. Trade Controls may prohibit or restrict our ability to, directly or indirectly, |
• | BAPCO Project: 30 million man hours (“MMH”) without LTI; |
• | HURL Project: 10 MMH without LTI; |
• | Midor Project: 5 MMH without LTI; and |
• | ALNG Project: 2 MMH without LTI. |
Region | | | 2020 | | | 2019 | | | 2018 | | | 2017 |
Americas | | | 1,504 | | | 1,825 | | | 2,130 | | | 2,300 |
Asia-Pacific | | | 2,320 | | | 2,247 | | | 2,752 | | | 2,937 |
Europe | | | 6,487 | | | 6,478 | | | 7,076 | | | 7,045 |
India | | | 2,640 | | | 2,775 | | | 2,561 | | | 2,411 |
Middle-East/Africa | | | 1,706 | | | 1,444 | | | 1,161 | | | 1,321 |
Total | | | 14,657 | | | 14,769 | | | 15,680 | | | 16,014 |
Name | | | Age | | | Position |
Senior Management | | | | | ||
Christophe Bélorgeot | | | 54 | | | Senior Vice President Communications |
Magali Castano | | | 45 | | | Senior Vice President People & Culture |
Charles Cessot | | | 39 | | | Senior Vice President Strategy |
Stan Knez | | | 60 | | | Senior Vice President Process Technology |
Arnaud Pieton | | | 47 | | | Chief Executive Officer and Director |
Alain Poincheval | | | 63 | | | Fellow Executive Project Director Arctic LNG 2 |
Bruno Vibert | | | 46 | | | Chief Financial Officer |
Marco Villa | | | 58 | | | Chief Operating Officer |
Christophe Virondaud | | | 54 | | | Senior Vice President Commercial |
| | | | |||
Directors | | | | | ||
Arnaud Caudoux | | | 49 | | | Director (Non-Executive) |
Pascal Colombani | | | 74 | | | Director (Non-Executive) |
Marie-Ange Debon | | | 54 | | | Director (Non-Executive) |
Alison Goligher | | | 55 | | | Director (Non-Executive) |
Didier Houssin | | | 63 | | | Director (Non-Executive) |
Arnaud Pieton | | | 47 | | | Director (Non-Executive) |
Joseph Rinaldi | | | 62 | | | Director (Non-Executive Chairman) |
Nello Uccelletti | | | 66 | | | Director (Non-Executive) |
• | monitoring our financial reporting process; |
• | reviewing our financial statements and internal controls (including reporting structures) with management and our auditor; |
• | monitoring our compliance with our internal accounting and control policies, as well as legal and regulatory requirements to the extent such compliance relates to our financial statements and financial disclosures; |
• | preparing the selection of our auditor for appointment at a General Meeting, and reviewing the qualifications, independence and performance of such auditor; |
• | reviewing the effectiveness and performance of our internal audit function; and |
• | reviewing the effectiveness of processes for reviewing and escalating financial-related allegations reported through our allegations hotline. |
• | reviewing, evaluating, and approving our agreements, plans, policies and programs to compensate our non-executive directors and persons discharging managerial responsibilities at Technip Energies, including the Chief Executive Officer; |
• | consistent with our equity plans, reviewing, evaluating and approving all awards by Technip Energies of equity securities or equity derivatives to persons discharging managerial responsibilities at Technip Energies and approving the number of equity securities or equity derivatives to be provided to the Chief Executive Officer to be allocated to all employees at the discretion of the Chief Executive Officer; |
• | annually preparing for publication on our website a remuneration report in accordance with applicable laws and the Dutch Corporate Governance Code; |
• | reviewing and discussing with our management the compensation-related disclosure to be included in our management report and Annual Accounts and other required filings and determine whether to recommend to the Board that the disclosure be included in the management report and Annual Accounts in accordance with applicable rules and regulations; |
• | reviewing, evaluating, and approving our remuneration policy and submitting at least every four years a clear and understandable proposal to the Board of a remuneration policy (which will be subject to approval by our shareholders); |
• | reviewing, evaluating, and approving the Board’s proposals to shareholders on compensation matters, including advisory votes on the remuneration report; and |
• | otherwise discharging the Board’s responsibilities related to compensation of our directors and persons discharging managerial responsibilities at Technip Energies. |
• | advising and making recommendations to the Board regarding appropriate corporate governance practices and assisting the Board in implementing those practices; |
• | monitoring the development and implementation of our compliance program (including procedures for allegation reporting, investigation and remediation), to ensure that we operate in compliance with the principles of ethical conduct and good governance; |
• | identifying individuals qualified to become members of the Board, consistent with the composition profile for the Board and our diversity policy and recommending director nominees to the Board for appointment at a General Meeting or for appointment by the Board as temporary replacements to fill vacancies on the Board; |
• | recommending members of the Board to serve on each committee of the Board; |
• | leading the Board in the annual performance evaluation of the Board and its committees; and |
• | reviewing and overseeing our corporate responsibility programs and initiatives, including our environmental, health and safety, and sustainability policies and programs and matters impacting our stakeholders and our reputation. |
| Compensation Element | | | Compensation | |
| Annual Retainer | | | €90,000 paid in cash | |
| | | | ||
| Annual Equity Grant | | | €160,000 in RSUs that vest after one year (Non-executive directors will be eligible for any dividends paid and accumulated on RSUs during the vesting period). The maximum value of an equity grant that may be made to a non-executive director in any fiscal year is €160,000. | |
| | | | ||
| Annual Chair Fee | | | €18,000 for Audit Committee; €12,500 for Compensation Committee; €8,000 for ESG Committee | |
| | | | ||
| Annual Lead Director Fee / Non-Executive Chair Fee | | | €45,000 | |
| | | | ||
| Committee Meeting Fee | | | €2,000 per committee meeting | |
| | | | ||
| Share Ownership Requirement | | | Five times annual retainer (over 5 years) | |
| | ||||
| The Compensation Committee will retain the discretion to modify the value of compensation or alter the weighting of share awards and cash at its discretion, should this be considered appropriate. Where any discretion is exercised, the basis of this exercise will be disclosed in the next director remuneration report. | | |||
| | ||||
| Unvested RSUs will be settled and are payable in Technip Energies shares upon the death or disability of a director or in the event of a change in control of the Company. | | |||
| | ||||
| Non-executive directors have the opportunity to elect the year in which they will take receipt of the equity grants from either (a) a period of 1 to 10 years from the grant date or (b) upon their separation from Board service. The elections are made prior to the beginning of the grant year and are irrevocable after 31 December of the year prior to grant. | | |||
| | ||||
| Each non-executive director will be reimbursed for reasonable incidental expenses incurred in connection with the attendance at Board and committee meetings. | |
| Base Salary | | |||||||||
| Purpose and link to strategy | | | To attract and retain exceptionally talented individuals who deliver superior operational performance in Technip Energies’ businesses and create an environment that fosters the innovation necessary for continued growth of the long term value created by Technip Energies including revenues, earnings, and shareholder returns. | |
| Operation | | | Normally reviewed annually or following a change in responsibilities with changes usually taking effect from March 1 of such year. | | ||||||
| The Compensation Committee considers the following parameters when setting and reviewing base salary levels: | | |||||||||
| • | | | pay increases for other employees across Technip Energies’ group; | | ||||||
| • | | | economic conditions and governance trends; | | ||||||
| • | | | the individual’s performance, skills and responsibilities; | | ||||||
| • | | | base salaries of companies of a similar size and international scope; and | | ||||||
| • | | | market pay levels. | | ||||||
| Salaries are normally paid in the currency of the executive director’s home country. | | |||||||||
| Maximum payment | | | Salary increases will ordinarily be in line with increases awarded to other employees of Technip Energies’ group. The Compensation Committee has discretion to increase salary levels in appropriate circumstances such as where the nature or scope of the executive director’s role or responsibilities changes or in order to be competitive at the median level of peer companies. Salary adjustments may also reflect wider market conditions in the geography in which the executive director is based. | | ||||||
| Performance assessment | | | Overall performance against stated objectives of the executive director is considered annually by the Compensation Committee when setting the base salaries. | | ||||||
| Pension and Other Retirements Benefits | | |||||||||
| Purpose and link to strategy | | | Provides competitive post-retirement benefits, see further under “—Base Salary— Purpose and link to strategy.” | | ||||||
| Operation | | | Provision of market competitive retirement benefits that may vary based on the location in which the executive director is based. | | ||||||
| | | In addition to pension and other retirement benefits available to French employees in general, the executive director may participate in a supplementary French defined contribution plan which provides for contributions equal to 8% of the gross compensation above four times and capped at eight times the annual French social security (Sécurité sociale) limit. | | |||||||
| Annual Performance Bonus | | |||||||||
| Purpose and link to strategy | | | Incentivizes achievement of Technip Energies’ annual financial and strategic targets which may include but are not limited to ESG targets. Provides focus on key financial metrics and the executive director’s contributions to Technip Energies’ performance. | |
| Operation | | | • | | | Performance measures and stretch targets are set annually in advance by the Compensation Committee by reference to the annual operating plan. | | |||
| • | | | The majority of the bonus will be based on financial performance. However, operational, strategic and individual targets may also be used. | | ||||||
| • | | | 75% of the bonus will be based on a business performance indicators comprising financial metrics, and 25% of the bonus will be based on an annual performance incentive comprising personal targets. | | ||||||
| • | | | The award will usually be paid out in cash after the end of the financial year. | | ||||||
| • | | | The Compensation Committee has discretion to amend the level of payment if it is not deemed to reflect appropriately the individual’s contribution or the overall business performance. Any discretionary adjustments will be detailed in the following year’s disclosure on remuneration. | | ||||||
| • | | | The Compensation Committee retains the discretion to make other bonus payments on an exceptional basis when it considers this to be appropriate in the context of Company’s and executive performance, and when it is considered to be in the best interests of us and our shareholders. | | ||||||
| Maximum payment | | | • | | | The target annual bonus for 2021 will be 100% of base salary, with a maximum annual bonus for 2021 at 200% of base salary. | | |||
| • | | | No bonus will be paid for below threshold performance. | | ||||||
| • | | | For “on-target” performance the bonus payout may be up to 100% of target value. | | ||||||
| • | | | For maximum performance up to 200% of target value may be earned. | | ||||||
| The Compensation Committee retains the discretion to increase the bonus target in circumstances it deems appropriate, such as for a change in market levels. | | |||||||||
| Performance assessment | | | • | | | Performance measures and stretch targets are set annually by the Compensation Committee by reference to the annual operating plan and renewed throughout the year by the Compensation Committee. | | |||
| • | | | The Compensation Committee has discretion to vary the weighting of these measures over the life of the remuneration policy. | | ||||||
| Long-term Incentive Schemes | | | | |||||||
| Purpose and link to strategy | | | Incentivizes executives to deliver superior long-term returns to our shareholders. | | ||||||
| Operation | | | Long-term incentives are granted under the Technip Energies Incentive Award Plan (the “Incentive Plan”). This is an omnibus arrangement whereby a variety of award types may be granted, including: performance-based restricted stock units (“PSUs”), RSUs, stock options, cash settled awards and share appreciation rights. | | ||||||
| | | It is currently intended that award grants comprise: | | |||||||
| | | • | | | PSUs: an award of a right to receive Technip Energies shares subject to achievement of applicable performance conditions assessed over a period of 3 years, subject to continuous service; and | | ||||
| | | • | | | RSUs: an award of a right to receive Technip Energies shares that vest 3 years from grant, subject to continuous service. | |
| | | The type and weighting of awards granted each year will be determined annually by the Compensation Committee at its discretion. A minimum of 70% will be performance-based. However, it is the current intention of the Compensation Committee for the weighting based on the fair value at the grant date to be, for 2021: | | |||||||
| | | • | | | 70% PSUs; and | | ||||
| | | • | | | 30% RSUs. | | ||||
| | | The Compensation Committee has discretion to vary the weighting of the performance measures over the life of this remuneration policy. | | |||||||
| | | To the extent permitted by applicable law, executive directors will be eligible for any dividends paid and accumulated on RSUs and PSUs during the performance or vesting period. No dividend equivalents will be payable on stock options. | | |||||||
| Maximum payment | | | The maximum grant date fair value of long-term incentive awards granted to executive directors per annum will be 3.0 times the sum of such director’s annual base salary and target annual bonus. | | ||||||
| Performance assessment (applicable to performance-based RSUs only) | | | • | | | Long-term incentive awards except PSUs are not subject to achievement of performance targets other than vesting periods. | | |||
| • | | | For PSUs, the vesting of awards is linked to a range of performance measures that may include, but are not limited to: | | ||||||
| | | ○ | | | a growth measure (for example, net sales, EPS); | | ||||
| | | ○ | | | a measure of the Company’s performance on environmental, social and governance matters; | | ||||
| | | ○ | | | a measure of efficiency (for example, operating margin, operating cash conversion, ROIC); and | | ||||
| | | ○ | | | a measure of Technip Energies’ relative performance in relation to its peers (for example, relative total shareholder return). | | ||||
| • | | | Measures and targets will be determined by the Compensation Committee annually at its discretion prior to grant and will be set out in the annual report on remuneration. | | ||||||
| • | | | The Compensation Committee has discretion to amend the performance conditions in exceptional circumstances if it considers it appropriate to do so. Any such amendments would be disclosed and explained in the following year’s annual report on remuneration. | | ||||||
| All Employee Share Scheme | | |||||||||
| Purpose and link to strategy | | | To enable executive directors to participate in share purchase schemes applicable to all employees on the same basis as other employees, see further under “—Long Term Incentive Schemes—Purpose and link to strategy.” | | ||||||
| Operation | | | While Technip Energies does not currently operate all employee share purchase scheme were it to do so during the term of the remuneration policy executive directors would be eligible to participate in such a plan on the same terms as other eligible employees consistent with this policy. | | ||||||
| Maximum payment | | | The maximum payment applicable will be as per the all employee plan terms and conditions. | |
| Benefits and Perquisites | | |||||||||
| Purpose and link to strategy | | | To provide market competitive benefits and to facilitate the performance of executive directors in their duties. | | ||||||
| Operation | | | Executive directors are eligible to receive benefits, that may include, but are not limited to: financial planning, personal tax assistance, use of company cars, club memberships (primarily business-related), medical, vision and dental benefits, sickness, death and dismemberment benefits, work related travel and security expenses for the executive director and spouse and matching charity contributions. Benefits may vary by location. | | ||||||
| | | The Compensation Committee has discretion to offer additional allowances or benefits to executive directors, if considered appropriate and reasonable. These may include relocation expenses, housing allowance and school fees where an executive director has to relocate from his/her home location as part of his/her duties. | | |||||||
| Maximum payment | | | The actual value of benefits and perquisites varies depending on the cost to the business and individual executive director’s circumstances. The benefits package is set at a level that the Compensation Committee considers: | | ||||||
| | | • | | | provides an appropriate level of benefits depending on the role and individual circumstances; and | | ||||
| | | • | | | in line with comparable benefits in companies of a similar size and complexity in the market. | | ||||
| Legacy Obligations | | |||||||||
| The Compensation Committee reserves the right to make any remuneration payments that would otherwise be outside of this remuneration policy if they were agreed to prior to this remuneration policy being enacted. The Compensation Committee also reserves the right to make any remuneration payments that were agreed to prior to the relevant individual becoming an executive director of Technip Energies. Such payments may include share-based and cash-based incentives and/or salary, benefits, pension and other payments. | | |||||||||
| Performance Target Selection | | |||||||||
| The performance targets for the annual bonus and long-term Incentive Plan are set each year prior to the grant date, taking into account: market practice at peer companies; practice within the wider group; and Technip Energies’ strategic and financial business plan over the short and long-term. | | |||||||||
| Approach to Recruitment Remuneration | | |||||||||
| The Compensation Committee’s approach to recruitment remuneration is to pay no more than is necessary to attract appropriate candidates to the role. | | |||||||||
| Where it is necessary to “buy out” an individual’s awards from a previous employer, the Compensation Committee will seek to match the expected value of the awards and to grant awards that vest over a time frame similar to those forfeited, with a commensurate reduction in quantum where the new awards will be subject to performance conditions that are not as robust as those on the awards given up. Where recruitment payments or awards are intended to replace pay forfeited by the individual, the value of such awards will not be limited to those limits set out in the remuneration policy, but will be determined by the Compensation Committee at its discretion. | | |||||||||
| The Compensation Committee may agree to relocation expenses and other associated expenses when negotiating the employment conditions. | | |||||||||
| For an internal promotion, any outstanding incentive awards or bonuses may be permitted to continue, or be adjusted to reflect the new position. | |
| The Compensation Committee reserves the right to make payments of fees and base salary (or annual retainer) and make benefits or annual cash bonus provisions or payments in respect of any other component of remuneration (including the terms and conditions attaching thereto) outside of the limits of the general remuneration policy for directors to meet individual circumstances of recruitment or in connection with any merger and acquisition activity. | | |||||||||
| Policy for Payment for Loss of Office | | |||||||||
| The Compensation Committee will seek to ensure that all payments for loss of office, including but not limited to, loss of office pursuant to involuntary termination, the executive director not being re-elected, and resignation, reasonable and in the long-term interests of our shareholders and our business. The Compensation Committee will generally take into account the circumstances of the loss of office and performance of the director. | | |||||||||
| The Compensation Committee has the discretion to: | | |||||||||
| • pay legal fees, financial planning or outplacement costs; | | |||||||||
| • pay an annual bonus for the year of cessation; | | |||||||||
| • retain or accelerate vesting of outstanding long-term incentive awards; and | | |||||||||
| • continue taxable benefits and retirement benefits during the year of cessation. | | |||||||||
| Technip Energies believes that severance benefits provide important financial protection to executive directors in the event of job loss, are consistent with the practices of peer companies, and are appropriate for the retention of executive talent. | | |||||||||
| Notwithstanding the above, Technip Energies intends to generally offer its executive directors severance benefits amounting to one year base salary. | | |||||||||
| Potential Payments upon Change in Control | | |||||||||
| It is the intention that Technip Energies will provide change in control benefits to ensure that the executive director(s) have an incentive to continue to work in Technip Energies’ best interest during the period of time when a change in control transaction is taking place and in order to ensure continuity of management. The benefits payable upon a change in control will be comparable to benefits offered to executive directors at peer companies. | | |||||||||
| Adjustments to Variable Remuneration | | |||||||||
| Pursuant to Dutch law, the remuneration of executive directors may be reduced or executive directors may be obliged to repay (part of) their variable remuneration to the Company if certain circumstances apply. | | |||||||||
| In accordance with Dutch law, if according to the principles of reasonableness and fairness, payment of a bonus would be unacceptable, the non-executive directors have the power to modify the level of the bonus to an appropriate level. For these purposes, a bonus means a non-fixed part of the remuneration, the award of which is wholly or partially dependent on the achievement of certain goals or the occurrence of certain circumstances. | | |||||||||
| In addition, Technip Energies or the non-executive directors will have the authority under Dutch law to recover from an executive director any variable remuneration awarded on the basis of incorrect financial or other data (claw back). The non-executive directors may furthermore adjust the variable remuneration (to the extent that it is subject to reaching certain targets and the occurrence of certain events) to an appropriate level if payment of the variable remuneration were to be unacceptable according to the requirements of reasonableness and fairness. | | |||||||||
| Duration of Contracts, Notice Periods | | |||||||||
| The executive director’s contract will be for the period up to and including the date of the first annual general meeting of the Company following the date the contract is entered into, and will end automatically on that date without prior notice being required. If the Company’s general meeting reappoints the executive director as a statutory executive director of the Company, the contract will be extended for the period of that reappointment and ends automatically, without prior notice being required, on the date of the first Company’s annual general meeting after the Company’s general meeting which resolved to reappoint the executive director. | | |||||||||
| The contracts will contain a three months’ notice period for Technip Energies and the executive director. | |
| | Fees Earned or Paid in Cash ($) | | | | | | | |||||||
Name | | | Annual Cash Retainer(1) ($) | | | Additional Fees(2) | | | Stock Awards ($)(4) | | | All Other Compensation ($) | | | Total ($) |
Arnaud Caudoux(5) | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Pascal Colombani | | | 80,000 | | | 67,500 | | | 174,996 | | | 4,366 | | | 326,862 |
Marie-Ange Debon | | | 80,000 | | | 30,000 | | | 174,996 | | | 4,366 | | | 289,362 |
Didier Houssin | | | 80,000 | | | 17,500 | | | 174,996 | | | 4,366 | | | 276,862 |
Joseph Rinaldi | | | 80,000 | | | 20,000 | | | 174,996 | | | 4,366 | | | 279,362 |
(1) | The annual cash retainer for directors was reduced by 30% effective May 1, 2020, due to the COVID-19 impact on TechnipFMC; this amount reflects the reduction on a pro rata basis. |
(2) | Includes the amount of the fees paid for attendance at committee meetings, and additional fees paid to the Chair of each TechnipFMC Board committee and to the Lead Independent Director. |
(3) | Restricted stock unit grants were made on March 9, 2020, valued at $9.29 per TechnipFMC share, the closing price on the NYSE of TechnipFMC shares on that date. |
(4) | Includes fees for tax assistance for the annual individual UK tax return. |
(5) | Mr. Caudoux waived his cash and equity remuneration because of the policies of his employer, Bpifrance. |
| | Salary(1)($) | | | Long-term incentive awards(2) ($) | | | Pension related benefits ($) | | | Other benefits(3) ($) | | | Total(4) ($) | |
Arnaud Pieton | | | 503,949.53 | | | 1,299,987 | | | 25,883.36 | | | 18,000 | | | 1,847,819.89 |
Nello Uccelletti | | | 592,354.97 | | | NA | | | 6,880.88 | | | 2,154,730.53 | | | 2,753,966.38 |
(1) | The annual base salary for the TechnipFMC Executive Leadership Team was reduced by 20% effective May 1, 2020, due to the COVID-19 impact on TechnipFMC, with the annual base salary of TechnipFMC's Chairman and Chief Executive Officer being reduced by 30%; the base salary for Mr. Pieton reflects the reduction on a pro rata basis. |
(2) | Mr. Pieton’s long-term incentive awards consist 41,980 time-based RSUs which vest on March 9, 2023, and 97,954 PSUs, at target, subject to market-based (TSR) vesting conditions on March 9, 2023. The amounts set forth in this column represent the number of RSUs and PSUs awarded, at target, valued at $9.29 per TechnipFMC share, the closing price on the NYSE of TechnipFMC shares on that date. The maximum payout of performance-based stock subject to both performance conditions and market-based conditions is 200% of the award. Mr. Uccelletti did not receive any long-term incentives in 2020 due to his retirement. |
(3) | Mr. Pieton’s other benefits include a car allowance. Mr. Uccelletti’s other benefits include a company car benefit, adjustment for a tax and insurance refund due to over payment, severance payment including payment of 2020 bonus at target prorated based on company service in 2020, compensation for national holidays not taken, 13th & 14th monthly salary and retirement seniority premium linked to local Italian regulations. |
(4) | Annual incentives, if any, earned for 2020 have not yet been determined. Accordingly, the total compensation shown for Mr. Pieton does not include any annual incentive for 2020. Such annual incentive is expected to be determined by March 2021. |
Name | | | Number of TechnipFMC shares owned outright (including connected persons) | | | Vested options | | | Unvested RSUs | | | Unvested PSUs(1) | | | Unvested Options | | | Number of Technip Energies shares owned |
Arnaud Caudoux* | | | — | | | — | | | — | | | — | | | — | | | — |
Pascal Colombani | | | 20,016 | | | — | | | 18,837 | | | — | | | — | | | — |
Marie-Ange Debon | | | 20,026 | | | — | | | 18,837 | | | — | | | — | | | — |
Didier Houssin | | | 19,996 | | | — | | | 18,837 | | | — | | | — | | | — |
Alison Goligher | | | — | | | — | | | — | | | — | | | — | | | — |
Joseph Rinaldi | | | 19,996 | | | — | | | 18,837 | | | — | | | — | | | — |
Nello Uccelletti | | | 149,807 | | | 145,224 | | | 20,642 | | | 61,930 | | | 73,797 | | | — |
Magali Castano | | | 4,594 | | | — | | | 7,064 | | | 6,486 | | | 1,994 | | | — |
Christophe Bélorgeot | | | 19,215 | | | 12,843 | | | 7,541 | | | 19,446 | | | 13,355 | | | — |
Charles Cessot | | | 2,973 | | | — | | | 8,471 | | | 7,932 | | | 1,861 | | | — |
Stan Knez | | | 25,275 | | | 38,292 | | | 26,459 | | | 25,279 | | | 3,946 | | | — |
Arnaud Pieton | | | 26,463 | | | 39,204 | | | 60,312 | | | 152,953 | | | 66,032 | | | — |
Alain Poincheval | | | 24,862 | | | 26,661 | | | 11,696 | | | 11,695 | | | — | | | — |
Bruno Vibert | | | 2,942 | | | — | | | 12,662 | | | 12,662 | | | — | | | — |
Marco Villa | | | 47,655 | | | 82,301 | | | 23,803 | | | 21,702 | | | 7,270 | | | — |
Christophe Virondaud | | | 10,004 | | | 8,000 | | | 11,289 | | | 11,287 | | | — | | | — |
* | Mr. Caudoux waived his cash and equity remuneration because of the policies of his employer, Bpifrance. |
(1) | Performance-based awards reflected at target (100%). |
Holder | | | Number of TechnipFMC shares beneficially owned | | | Percentage of outstanding TechnipFMC shares beneficially owned(1) | | | Number of Technip Energies shares beneficially owned | | | Percentage of outstanding Technip Energies shares beneficially owned(2) |
The Vanguard Group, Inc.(3) | | | 29,406,224 | | | 6.53% | | | 5,881,244 | | | 3.27% |
Bpifrance Participations S.A.(4) | | | 24,688,691 | | | 5.48% | | | 4,937,738 | | | 2.75% |
BlackRock, Inc.(5) | | | 24,096,858 | | | 5.40% | | | 4,819,378 | | | 2.67% |
Pzena Investment Management, LLC(6) | | | 24,671,025 | | | 5.49% | | | 4,934,205 | | | 2.74% |
(1) | The calculation of percentage of outstanding TechnipFMC shares beneficially owned by each holder is based on TechnipFMC shares outstanding as of February 5, 2021. |
(2) | Immediately following the Spin-off, we estimate that approximately 179,813,880 Technip Energies shares will be issued and outstanding. The calculation of percentage of outstanding Technip Energies shares beneficially owned by each holder is based on a distribution ratio of one Technip Energies share for every five TechnipFMC shares held by such holder as of the close of business on February 17, 2021, the Record Date. |
(3) | Based on a Schedule 13G/A filed with the SEC on February 12, 2020. The Vanguard Group, Inc. has sole voting power over 448,097 TechnipFMC shares, shared voting power over 129,243 TechnipFMC shares, sole dispositive power over 28,553,856 TechnipFMC shares, and shared dispositive power over 852,368 TechnipFMC shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 610,922 TechnipFMC shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 370,927 TechnipFMC shares as a result of its serving as investment manager of Australian investment offerings No natural person is a beneficial owner of more than 5% of any class of The Vanguard Group, Inc.’s voting securities. |
(4) | Based on a Schedule 13D filed with the SEC on May 30, 2017. Bpifrance Participations S.A., jointly with Caisse des Dépôts et Consignations, EPIC Bpifrance, and Bpifrance S.A., have shared voting power over 24,688,691 TechnipFMC shares and shared dispositive power over 24,688,691 TechnipFMC shares. No natural person is a beneficial owner of more than 5% of any class of Bpifrance Participations S.A. voting securities. |
(5) | Based on a Schedule 13G/A filed with the SEC on February 1, 2021. BlackRock, Inc. has sole voting power over 20,848,596 TechnipFMC shares and sole dispositive power over 24,096,858 TechnipFMC shares. BlackRock, Inc. reports that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of TechnipFMC shares, and no one person’s interest in the TechnipFMC is more than 5% of the total outstanding TechnipFMC shares. No natural person is a beneficial owner of more than 5% of any class of BlackRock Inc.’s voting securities. |
(6) | Based on a Schedule 13 G/A filed with the SEC on February 2, 2021. Pzena Investment Management, LLC has sole voting power 18,923,986 TechnipFMC shares and over sole dispositive power 24,671,025 TechnipFMC shares. No natural person is a beneficial owner of more than 5% of any class of State Street Corporation’s voting securities. |
• | The Tax Matters Agreement; |
• | The Employee Matters Agreement; |
• | The Transition Services Agreement; |
• | The Patent License Agreement; and |
• | The Coexistence and Trademark Matters Agreement. |
• | Generally, TechnipFMC RSUs that are scheduled to vest in less than one year from the closing of the Spin-off, to the extent not previously vested, will accelerate, and be settled into TechnipFMC shares prior to the Spin-off and will be eligible to receive the dividend in kind resulting from the Spin-off if such shares continue to be held on February 17, 2021, the Record Date. This acceleration will not apply to the TechnipFMC executive leadership team (including Mr. Pieton) or any member of the TechnipFMC Board. |
• | The TechnipFMC PSUs that are scheduled to vest in less than one year from the completion of the Spin-off, to the extent not previously vested, will vest and be settled into TechnipFMC shares prior to the Spin-off based on target value and will be eligible to receive the dividend in kind resulting from the Spin-off if such shares continue to be held on February 17, 2021. This acceleration will not apply to the TechnipFMC executive leadership team (including Mr. Pieton) or any TechnipFMC board members. |
• | Holders of TechnipFMC options, RSUs, and PSUs will not receive the dividend in kind resulting from the Spin-off, and such awards will be treated as described in the section entitled “Management—Technip Energies Equity Incentive Plan” depending upon whether the holder is employed by or is a director of TechnipFMC or us following the Spin-off. |
• | Any equity grant made in 2021 by TechnipFMC to Transitioning Directors will not accelerate and will be forfeited. Following the Distribution, we will grant our directors equity in accordance with our non-executive director remuneration policy. |
• | Until the earlier of (i) the date on which BPI no longer maintains beneficial ownership of any outstanding Technip Energies shares and (ii) a change of control of Technip Energies, at any Technip Energies general or special meeting at which the election of any director that has been proposed by TechnipFMC pursuant to the Separation and Distribution Agreement is submitted to a vote of holders of Technip Energies shares and ADRs, BPI shall vote, or cause to be voted, all Technip Energies shares beneficially owned by BPI in favor of the election of each such director; |
• | Until the expiration of three years after the Distribution Date, the Board will (i) not adopt a resolution to relocate our corporate office and headquarters and (ii) recommend that its shareholders vote against any proposal to do so. |
• | the transactions contemplated by the Separation and Distribution Agreement, including the Distribution, shall have been consummated in all material respects; |
• | the agreed competition law approvals shall have been obtained prior to May 31, 2021; |
• | each of the following items shall be in a substantially similar form as provided or communicated to BPI: (i) the Separation and Distribution Agreement, (ii) the provisions in this prospectus or the European prospectus describing (A) the assets to be transferred to, and liabilities to be assumed by, Technip Energies in connection with the Spin-Off, (B) the Distribution, (C) the Share Purchase Agreement, the Relationship Agreement and the Investment, (D) the post-Distribution Date governance and corporate office and headquarters of Technip Energies, and (E) the financial information related to Technip Energies; |
• | the guidance published by Technip Energies, whether in this prospectus or the European prospectus or otherwise, shall be conforming in all but de minimis respects to the guidance provided to BPI; |
• | the pro forma gross financial indebtedness of Technip Energies (on a consolidated basis) as of the Distribution Date shall not exceed an aggregate amount of $900.0 million, of which no more than $150.0 million shall be commercial paper; and |
• | the corporate office and headquarters of Technip Energies (including the management and main corporate functions) shall be located in France. |
Date | | | Number of Technip Energies Shares |
October 16, 2019 | | | 1 with a nominal value of €0.01 |
January 21, 2021 | | | 4,499,999 with a nominal value of €0.01 each |
February 6, 2021 | | | 175,313,880 with a nominal value of €0.01 each |
• | a provision that members of the Board be removed at a General Meeting by adoption of a resolution garnering two-thirds of the votes cast representing more than 50% of Technip Energies’ issued and outstanding share capital, where removal is not proposed by the Board; |
• | a provision that members of the Board be appointed by adoption of a binding nomination proposal by the Board, unless such proposal is overruled by adoption of a resolution garnering two-thirds of the votes cast representing more than 50% of Technip Energies’ issued and outstanding share capital; |
• | requirements that certain matters, including an amendment of the Articles of Association, be adopted at a General Meeting only upon proposal by the Board; and |
• | a provision that, except where the law requires otherwise, resolutions of the General Meeting require the prior approval of the Board except where the resolution has been adopted following a proposal by the Board. |
• | an order requiring the person violating the disclosure obligations to make appropriate disclosure; |
• | suspension of voting rights in respect of such person’s Technip Energies shares for a period of up to three years as determined by the court; |
• | voiding a resolution adopted at a General Meeting, if the court determines that the resolution would not have been adopted if the voting rights of the person who is obliged to notify had not been exercised, or suspension of a resolution until the court makes a decision about such voiding; and |
• | an order to the person violating the disclosure obligations to refrain, during a period of up to five years as determined by the court, from acquiring Technip Energies shares and/or voting rights in Technip Energies shares. |
• | Provision 2.3 of the Dutch Corporate Governance Code recommends that committees prepare the decision-making for later adjudication by the full Board. Technip Energies will continue TechnipFMC’s practice of allowing the Board to delegate certain decision-making to its Committees, as defined in each Committee’s charter. In particular, the Compensation Committee will have the authority to directly adopt certain resolutions on behalf of the Board, including remuneration-related resolutions. |
• | The General Meeting may overrule a binding nomination for the appointment of a director by a two-thirds majority of the votes cast, representing more than 50% of Technip Energies’ issued and outstanding share capital. If a binding nomination for the appointment of a director is overruled, the Board may make a new binding nomination. Although in deviation from suggested governance provision 4.3.3 of the Dutch Corporate Governance Code, this is nonetheless in line with article 2:133 (2) of the Dutch Civil Code, which provides for the same majority and quorum requirements. |
• | A resolution to suspend or dismiss a director other than at the proposal of the Board requires a two-thirds majority of the votes cast, representing more than 50% of Technip Energies’ issued and outstanding share capital. Although in deviation from suggested governance provision 4.3.3 of the Dutch Corporate Governance Code, this is nonetheless in line with article 2:134 (2) of the Dutch Civil Code, which provides for the same majority and quorum requirements. |
• | Non-executive directors will be granted restricted stock-units in deviation from provision 3.3.2 of the Dutch Corporate Governance Code. This is consistent with TechnipFMC’s compensation policy and is intended to ensure that a substantial portion of their remuneration is linked to the long-term success of the Company and alignment with shareholders’ interest. |
• | 1% of the total number of Technip Energies shares outstanding; or |
• | the average weekly reported trading volume of Technip Energies shares for the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale; |
• | an individual who is a citizen or resident of the United States; |
• | a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the IRC), or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes. |
• | U.S. expatriates and former citizens or long-term residents of the United States; |
• | dealers or brokers in securities, commodities or currencies; |
• | tax-exempt organizations; |
• | banks, insurance companies or other financial institutions; |
• | mutual funds; |
• | regulated investment companies and real estate investment trusts; |
• | corporation that accumulates earnings to avoid U.S. federal income tax; |
• | holders who hold individual retirement or other tax-deferred accounts; |
• | holders who acquired TechnipFMC shares pursuant to the exercise of stock options or otherwise as compensation; |
• | holders who own, or are deemed to own, at least 10% or more of TechnipFMC shares by vote or value; |
• | holders who hold TechnipFMC Shares as part of a hedge, appreciated financial position, straddle, constructive sale, conversion transaction or other risk reduction transaction; |
• | traders in securities who elect to apply a mark-to-market method of accounting; |
• | U.S. Holders who have a functional currency other than the U.S. dollar; |
• | holders who are subject to the alternative minimum tax; |
• | persons subject to special tax accounting rules as a result of any item of gross income with respect to TechnipFMC’s or Technip Energies’ shares being taken into account in an applicable financial statement; |
• | partnerships or other pass-through entities or investors in such entities; or |
• | “qualified foreign pension funds” as defined in Section 897(l)(2) of the IRC and entities all of the interests of which are held by qualified foreign pension funds. |
• | either (a) the shares are readily tradable on an established securities market in the United States, or (b) Technip Energies is eligible for the benefits of a qualifying income tax treaty with the United States that includes an exchange of information program; |
• | Technip Energies is neither a PFIC nor treated as such with respect to the U.S. Holder for Technip Energies’ taxable year in which the dividend is paid or the preceding taxable year; |
• | the U.S. Holder satisfies certain holding period requirements; and |
• | the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. |
• | the gain or distribution is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); or |
• | in the case of any gain, the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met. |
• | the holder fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number; |
• | the holder furnishes an incorrect taxpayer identification number; |
• | the applicable withholding agent is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or |
• | the holder fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding. |
a. | Dividends |
• | general social contribution (contribution sociale généralisée, “CSG”) at the rate of 9.2%; |
• | social debt repayment contribution (contribution pour le remboursement de la dette sociale, “CRDS”) at the rate of 0.5%; and |
• | solidarity levy (prélèvement de solidarité) at the rate of 7.5%. |
• | 3% of the portion of reference fiscal income between EUR 250,000 and EUR 500,000 for single, widowed, separated or divorced taxpayers, and the portion of taxable income between EUR 500,000 and EUR 1,000,000 for couples filing jointly; and |
• | 4% of the portion of reference fiscal income above EUR 500,000 for single, widowed, separated or divorced taxpayers, and the portion of taxable income above EUR 1,000,000 for couples filing jointly. |
• | raising capital from a certain number of investors with the purpose of investing it in a fiduciary capacity on behalf of such investors pursuant to a defined investment policy; and |
• | having features similar to those required of collective undertakings governed by French law under section 1, paragraphs 1, 2, 3, 5 et 6 of sub-section 2, sub-section 3, or sub-section 4 of section 2 of Chapter IV of the 1st Title of Book II of the French Monetary and Financial Code. |
b. | Capital Gains |
c. | Wealth Tax |
d. | Inheritance and Gift Tax |
e. | Transfer Tax |
f. | Tax on Financial Transactions |
• | distributions of profits in cash or in kind, whatever they be named or in whatever form; |
• | proceeds from the liquidation of Technip Energies or proceeds from the repurchase of Technip Energies Shares by Technip Energies, other than as a temporary portfolio investment (tijdelijke belegging), in excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes; |
• | the par value of the Technip Energies Shares issued to a Shareholder or an increase in the par value of the Technip Energies Shares, to the extent that no related contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and |
• | partial repayment of paid-in capital, that is |
• | not recognized for Dutch dividend withholding tax purposes, or |
• | recognized for Dutch dividend withholding tax purposes, to the extent that Technip Energies has “net profits” (zuivere winst), unless (a) shareholders have resolved in advance at a General Meeting to make this repayment, and (b) the par value of the Shares concerned has been reduced by an equal amount by way of an amendment to the articles of association of Technip Energies. The term “net profits” includes anticipated profits that have yet to be realized. |
• | a person other than the Shareholder wholly or partly, directly or indirectly, benefits from the dividends; |
• | whereby this other person retains or acquires, directly or indirectly, an interest similar to that in the Technip Energies Shares on which the dividends were paid; and |
• | that other person is entitled to a credit, reduction or refund of Dutch dividend withholding tax that is less than that of the Shareholder. |
| | Page | |
COMBINED FINANCIAL STATEMENTS | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION | | | |
| | ||
| | ||
| | ||
| |
| | | | Year Ended | ||||||||
(In millions) | | | Note | | | 2019 | | | 2018 | | | 2017 |
Revenue | | | 5 | | | €5,768.7 | | | €5,365.2 | | | €7,229.2 |
Costs and expenses: | | | 6 | | | | | | | |||
Cost of sales | | | | | 4,518.0 | | | 4,410.9 | | | 6,233.1 | |
Selling, general and administrative expense | | | | | 406.9 | | | 382.4 | | | 392.4 | |
Research and development expense | | | | | 42.0 | | | 26.8 | | | 31.9 | |
Impairment, restructuring and other expenses (income) | | | | | 77.6 | | | 11.3 | | | 48.0 | |
Merger transaction and integration costs | | | | | 15.2 | | | 15.4 | | | 26.2 | |
Total costs and expenses | | | | | 5,059.7 | | | 4,846.8 | | | 6,731.6 | |
Other income (expenses), net | | | 6 | | | (38.7) | | | (233.8) | | | (18.5) |
Income from equity affiliates | | | 8 | | | 2.9 | | | 28.7 | | | 0.7 |
Profit (loss) before financial expense, net and income taxes | | | | | 673.2 | | | 313.3 | | | 479.8 | |
Financial income | | | 6 | | | 65.2 | | | 71.0 | | | 58.9 |
Financial expense | | | 6 | | | (400.0) | | | (279.5) | | | (264.7) |
Profit (loss) before income taxes | | | | | 338.4 | | | 104.8 | | | 274.0 | |
Provision for income taxes | | | 7 | | | 185.2 | | | 190.4 | | | 215.7 |
Net profit (loss) | | | | | 153.2 | | | (85.6) | | | 58.3 | |
Net (profit) loss attributable to noncontrolling interests | | | | | (6.9) | | | 0.2 | | | 0.3 | |
Net profit (loss) attributable to owners of the Technip Energies Group | | | | | €146.3 | | | €(85.4) | | | €58.6 |
| | Year Ended | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Net profit (loss) | | | €153.2 | | | €(85.6) | | | €58.3 |
Exchange differences on translating entities operating in foreign currency | | | (43.1) | | | 127.0 | | | (195.2) |
Reclassification adjustment for net gains included in net profit (loss) | | | — | | | (9.4) | | | — |
Cash-flow hedging | | | (6.3) | | | (34.3) | | | 21.5 |
Income tax effect | | | (3.0) | | | 10.8 | | | (13.0) |
Other comprehensive income (loss) to be reclassified to statement of income in subsequent years | | | (52.4) | | | 94.1 | | | (186.7) |
Actuarial gains (losses) on defined benefit plans | | | (8.8) | | | 3.3 | | | (3.1) |
Income tax effect | | | 2.8 | | | (1.0) | | | 1.0 |
Other comprehensive income (loss) not being reclassified to statement of income in subsequent years | | | (6.0) | | | 2.3 | | | (2.1) |
Other comprehensive income (loss), net of tax | | | (58.4) | | | 96.4 | | | (188.8) |
Comprehensive income (loss) | | | 94.8 | | | 10.8 | | | (130.5) |
Comprehensive (income) loss attributable to noncontrolling interest | | | (7.8) | | | 0.6 | | | 0.9 |
Comprehensive income (loss) attributable to owners of the Technip Energies Group | | | €87.0 | | | €11.4 | | | €(129.6) |
| | | | December 31, | ||||||||
(In millions) | | | Note | | | 2019 | | | 2018 | | | 2017 |
Assets | | | | | | | | | ||||
Investments in equity affiliates | | | 8 | | | €53.1 | | | €48.9 | | | €50.0 |
Property, plant and equipment, net | | | 9 | | | 108.4 | | | 111.7 | | | 127.5 |
Right-of-use asset | | | 4 | | | 233.3 | | | — | | | — |
Goodwill | | | 10 | | | 2,199.2 | | | 2,178.4 | | | 2,092.2 |
Intangible assets, net | | | 10 | | | 114.1 | | | 119.1 | | | 120.9 |
Deferred income taxes | | | 7 | | | 206.3 | | | 88.9 | | | 91.8 |
Derivative financial instruments | | | 23 | | | 1.4 | | | 3.1 | | | 6.3 |
Other assets | | | 11 | | | 47.0 | | | 39.7 | | | 47.1 |
Total non-current assets | | | | | 2,962.8 | | | 2,589.8 | | | 2,535.8 | |
Cash and cash equivalents | | | 12 | | | 3,563.6 | | | 3,669.6 | | | 4,058.7 |
Trade receivables, net | | | 13 | | | 928.5 | | | 1,094.9 | | | 660.4 |
Contract assets | | | 5 | | | 389.3 | | | 272.0 | | | 444.0 |
Derivative financial instruments | | | 23 | | | 15.0 | | | 7.7 | | | 12.8 |
Income taxes receivable | | | 7 | | | 134.9 | | | 130.2 | | | 116.7 |
Advances paid to suppliers | | | | | 127.8 | | | 125.7 | | | 293.8 | |
Due from TechnipFMC | | | 25 | | | 16.0 | | | 23.8 | | | 24.2 |
Other current assets | | | 14 | | | 242.7 | | | 205.6 | | | 454.3 |
Total current assets | | | | | 5,417.8 | | | 5,529.5 | | | 6,064.9 | |
Total assets | | | | | €8,380.6 | | | €8,119.3 | | | €8,600.7 | |
Invested equity and liabilities | | | | | | | | | ||||
Invested equity and retained earnings | | | | | €1,857.0 | | | €1,719.1 | | | €2,328.1 | |
Accumulated other comprehensive income (loss) | | | | | (62.6) | | | (3.3) | | | (100.1) | |
Equity attributable to owners of the Technip Energies Group | | | | | 1,794.4 | | | 1,715.8 | | | 2,228.0 | |
Non-controlling interest | | | | | (10.0) | | | 2.9 | | | 3.6 | |
Total invested equity | | | | | 1,784.4 | | | 1,718.7 | | | 2,231.6 | |
Lease liabilities – operating non-current | | | 4 | | | 216.4 | | | — | | | — |
Deferred income taxes | | | 7 | | | 15.2 | | | 46.5 | | | 37.6 |
Accrued pension and other post-retirement benefits, less current portion | | | 18 | | | 134.5 | | | 114.8 | | | 115.8 |
Derivative financial instruments | | | 23 | | | 13.7 | | | 14.1 | | | 0.2 |
Non-current provisions | | | 19 | | | 27.2 | | | 32.5 | | | 41.9 |
Other liabilities | | | 20 | | | 219.7 | | | 266.1 | | | 243.5 |
Total non-current liabilities | | | | | 626.7 | | | 474.0 | | | 439.0 | |
Short-term debt | | | 17 | | | 583.4 | | | 630.0 | | | 718.3 |
Lease liabilities – operating current | | | 4 | | | 68.3 | | | — | | | — |
Accounts payable, trade | | | 21 | | | 1,199.3 | | | 1,132.3 | | | 1,878.1 |
Contract liabilities | | | 5 | | | 3,209.0 | | | 2,945.0 | | | 2,439.7 |
Accrued payroll | | | | | 203.3 | | | 202.0 | | | 180.4 | |
Derivative financial instruments | | | 23 | | | 42.2 | | | 23.5 | | | 0.8 |
Income taxes payable | | | 7 | | | 129.6 | | | 49.1 | | | 68.4 |
Current provisions | | | 19 | | | 113.0 | | | 398.2 | | | 183.2 |
Due to TechnipFMC | | | 25 | | | 24.9 | | | 116.2 | | | 64.7 |
Other current liabilities | | | 20 | | | 396.5 | | | 430.3 | | | 396.5 |
Total current liabilities | | | | | 5,969.5 | | | 5,926.6 | | | 5,930.1 | |
Total liabilities | | | | | 6,596.2 | | | 6,400.6 | | | 6,369.1 | |
Total invested equity and liabilities | | | | | €8,380.6 | | | €8,119.3 | | | €8,600.7 |
| | | | Year Ended | ||||||||
(In millions) | | | Note | | | 2019 | | | 2018 | | | 2017 |
Cash provided (required) by operating activities | | | | | | | | | ||||
Net (loss) profit | | | | | €153.2 | | | €(85.6) | | | €58.3 | |
Adjustments to reconcile net (loss) profit to cash provided (required) by operating activities | | | | | | | | | ||||
Depreciation and amortization | | | 9, 10 | | | 134.9 | | | 29.9 | | | 42.7 |
Corporate allocation | | | 25 | | | 322.8 | | | 314.7 | | | 171.8 |
Employee benefit plan | | | | | 13.1 | | | 9.9 | | | 10.6 | |
Deferred income tax provision (benefit), net | | | | | (148.4) | | | 23.6 | | | 93.1 | |
Unrealized loss (gain) on derivative instruments and foreign exchange | | | | | 9.0 | | | 24.3 | | | (11.4) | |
Impairments | | | | | 3.4 | | | — | | | — | |
Income from equity affiliates, net of dividends received | | | | | 0.1 | | | (28.7) | | | 1.5 | |
Other | | | | | 384.4 | | | 263.1 | | | 258.4 | |
Changes in operating assets and liabilities, net of effects of acquisitions | | | | | | | | | ||||
Trade receivables, net and contract assets | | | | | 91.7 | | | (297.3) | | | 129.8 | |
Inventories, net | | | | | 3.3 | | | 1.0 | | | (9.1) | |
Accounts payable, trade | | | | | 73.4 | | | (794.4) | | | (247.5) | |
Contract liabilities | | | | | 152.0 | | | 360.5 | | | (444.5) | |
Income taxes payable (receivable), net | | | | | 38.7 | | | 10.2 | | | 40.3 | |
Trade receivable due from TechnipFMC | | | 25 | | | (47.6) | | | 46.5 | | | (3.5) |
Other current assets and liabilities, net | | | | | (262.2) | | | 809.6 | | | 31.9 | |
Other noncurrent assets and liabilities, net | | | | | 84.6 | | | (180.2) | | | (74.2) | |
Cash provided (required) by operating activities | | | | | 1,006.4 | | | 507.1 | | | 48.2 | |
Cash provided (required) by investing activities | | | | | | | | | ||||
Capital expenditures | | | | | (37.2) | | | (11.0) | | | (19.0) | |
Cash acquired in acquisition, net of acquisition costs | | | | | — | | | 9.4 | | | 4.2 | |
Cash divested from deconsolidation | | | | | — | | | (12.1) | | | — | |
Proceeds from sale of assets | | | | | 0.4 | | | 2.0 | | | 1.4 | |
Other | | | | | — | | | — | | | — | |
Cash provided (required) by investing activities | | | | | (36.8) | | | (11.7) | | | (13.4) | |
Cash provided (required) by financing activities | | | | | | | | | ||||
Net increase (decrease) in commercial paper | | | 17 | | | (50.0) | | | (88.3) | | | 518.3 |
Settlements of mandatorily redeemable financial liability | | | 23 | | | (502.7) | | | (191.8) | | | (139.4) |
Payments for the principal portion of lease liabilities | | | | | (117.3) | | | — | | | — | |
Net proceeds from (repayment of) loans from TechnipFMC | | | 25 | | | (37.8) | | | (15.2) | | | 31.9 |
Net (distributions to)/contributions from TechnipFMC | | | 25 | | | (412.9) | | | (697.2) | | | (1,181.1) |
Cash provided (required) by financing activities | | | | | (1,120.7) | | | (992.5) | | | (770.3) | |
Effect of changes in foreign exchange rates on cash and cash equivalents | | | | | 45.1 | | | 108.0 | | | (408.0) | |
(Decrease) Increase in cash and cash equivalents | | | | | (106.0) | | | (389.1) | | | (1,143.5) | |
Cash and cash equivalents, beginning of period | | | 12 | | | 3,669.6 | | | 4,058.7 | | | 5,202.2 |
Cash and cash equivalents, end of period | | | 12 | | | €3,563.6 | | | €3,669.6 | | | €4,058.7 |
Supplemental disclosures of cash flow information | | | | | | | | |||||
Cash paid for interest | | | | | €16.0 | | | €0.6 | | | €1.0 | |
Cash paid for income taxes (net of refunds received) | | | | | 214.4 | | | 184.2 | | | 59.6 |
(In millions) | | | Note | | | Invested Equity and Retained Earnings | | | Accumulated Other Comprehensive Income (Loss) | | | Non- controlling Interest | | | Total Invested Equity |
Balance as of January 01, 2017 | | | | | €1,742.3 | | | €88.1 | | | €9.1 | | | €1,839.5 | |
Net profit (loss) | | | | | 58.6 | | | — | | | (0.3) | | | 58.3 | |
Other comprehensive income (loss) | | | | | — | | | (188.2) | | | (0.6) | | | (188.8) | |
Net contributions from/ (distributions to) TechnipFMC | | | 25 | | | 527.2 | | | — | | | — | | | 527.2 |
Other | | | | | — | | | — | | | (4.6) | | | (4.6) | |
Balance as of December 31, 2017 | | | | | €2,328.1 | | | €(100.1) | | | €3.6 | | | €2,231.6 | |
Cumulative effect of initial application of IFRS 15 | | | 1 | | | (92.2) | | | — | | | — | | | (92.2) |
Cumulative effect of initial application of IFRS 9 | | | 1 | | | (1.3) | | | — | | | — | | | (1.3) |
Net profit (loss) | | | | | (85.4) | | | — | | | (0.2) | | | (85.6) | |
Other comprehensive income (loss) | | | | | — | | | 96.8 | | | (0.4) | | | 96.4 | |
Net contributions from/(distributions to) TechnipFMC | | | 25 | | | (430.1) | | | — | | | — | | | (430.1) |
Other | | | | | — | | | — | | | (0.1) | | | (0.1) | |
Balance as of December 31, 2018 | | | | | €1,719.1 | | | €(3.3) | | | €2.9 | | | €1,718.7 | |
Cumulative effect of initial application of IFRS 16 | | | 1 | | | (2.3) | | | — | | | — | | | (2.3) |
Net profit (loss) | | | | | 146.3 | | | — | | | 6.9 | | | 153.2 | |
Other comprehensive income (loss) | | | | | — | | | (59.3) | | | 0.9 | | | (58.4) | |
Net contributions from/(distributions to) TechnipFMC | | | 25 | | | (6.1) | | | — | | | (21.0) | | | (27.1) |
Other | | | | | — | | | — | | | 0.3 | | | 0.3 | |
Balance as of December 31, 2019 | | | | | €1,857.0 | | | €(62.6) | | | €(10.0) | | | €1,784.4 |
6. |
a) | Conformity with IFRS |
b) | Scope of combined financial statements |
a) | Combination principles in the combined financial statements |
b) | Invested equity |
c) | Centrally provided services |
d) | Cash management and financing |
e) | Income tax |
f) | Share-based payments |
g) | Derivatives |
h) | Goodwill and fair value adjustments allocation |
• | the goodwill and fair value adjustments allocated to Technip’s Onshore/Offshore business segment and Cybernetix prior to January 1, 2017, |
• | the goodwill and fair value adjustments allocated to TechnipFMC’s Onshore/Offshore business segment as part of the merger of FMC Technologies and Technip that was competed on January 16, 2017, and |
• | the goodwill and fair value adjustments allocated to Loading Systems business, part of the Spin-off at the date of the merger transaction that was competed on January 16, 2017. |
i) | Pensions and similar obligations |
j) | Earnings per share |
a) | Recognition of revenue from customer contracts in 2018-2019 |
| | Year Ended December 31, 2018 | |||||||
(In millions) | | | As reported | | | Effect of IFRS 15 | | | Under IAS 11 and 18 |
Revenue | | | €5,365.2 | | | €(27.8) | | | €5,337.4 |
Costs and expenses | | | | | | | |||
Cost of sales | | | 4,410.9 | | | (12.1) | | | 4,398.8 |
Selling, general and administrative expense | | | 382.4 | | | — | | | 382.4 |
Research and development expense | | | 26.8 | | | — | | | 26.8 |
Impairment, restructuring and other expenses | | | 11.3 | | | — | | | 11.3 |
Merger transaction and integration costs | | | 15.4 | | | — | | | 15.4 |
Total costs and expenses | | | 4,846.8 | | | (12.1) | | | 4,834.7 |
| | | | | | ||||
Other expenses, net | | | (233.8) | | | — | | | (233.8) |
Income from equity affiliates | | | 28.7 | | | (8.2) | | | 20.5 |
Profit (loss) before net interest expense and income taxes | | | 313.3 | | | (23.9) | | | 289.4 |
Financial income | | | 71.0 | | | — | | | 71.0 |
Financial expense | | | (279.5) | | | — | | | (279.5) |
Profit (loss) before income taxes | | | 104.8 | | | (23.9) | | | 80.9 |
Provision for income taxes | | | 190.4 | | | (9.1) | | | 181.3 |
Net profit (loss) | | | (85.6) | | | (14.8) | | | (100.4) |
Net (profit) loss attributable to noncontrolling interests | | | 0.2 | | | — | | | 0.2 |
Net profit (loss) attributable the owners of Technip Energies Group | | | €(85.4) | | | €(14.8) | | | €(100.2) |
| | December 31, 2018 | |||||||
(In millions) | | | As reported | | | Effect of IFRS 15 | | | Under IAS 11 and 18 |
Assets | | | | | | | |||
Investments in equity affiliates | | | €48.9 | | | €(8.4) | | | €40.5 |
Property, plant and equipment, net | | | 111.7 | | | — | | | 111.7 |
Goodwill | | | 2,178.4 | | | — | | | 2,178.4 |
Intangible assets, net | | | 119.1 | | | — | | | 119.1 |
Deferred income taxes | | | 88.9 | | | (0.2) | | | 88.7 |
Derivative financial instruments | | | 3.1 | | | — | | | 3.1 |
Other non-current financial assets | | | 39.7 | | | — | | | 39.7 |
Total non-current assets | | | 2,589.8 | | | (8.6) | | | 2,581.2 |
Cash and cash equivalents | | | 3,669.6 | | | — | | | 3,669.6 |
Trade receivables, net | | | 1,094.9 | | | (1,094.9) | | | — |
Contract assets | | | 272.0 | | | 474.9 | | | 746.9 |
Derivative financial instruments | | | 7.7 | | | — | | | 7.7 |
Income taxes receivable | | | 130.2 | | | (1.3) | | | 128.9 |
Advances paid to suppliers | | | 125.7 | | | — | | | 125.7 |
Due from TechnipFMC | | | 23.8 | | | — | | | 23.8 |
Other current assets | | | 205.6 | | | 17.3 | | | 222.9 |
Total current assets | | | 5,529.5 | | | (604.0) | | | 4,925.5 |
Total assets | | | €8,119.3 | | | €(612.6) | | | €7,506.7 |
| | | | | | ||||
Invested equity and liabilities | | | | | | | |||
Invested equity and retained earnings | | | €1,719.1 | | | €77.4 | | | €1,796. 5 |
Accumulated other comprehensive income (loss) | | | (3.3) | | | 3.9 | | | 0.6 |
Equity attributable to owners of the Technip Energies Group | | | 1,715.8 | | | 81.3 | | | 1,797.1 |
Noncontrolling interests | | | 2.9 | | | (0.1) | | | 2.8 |
Total invested equity | | | 1,718.7 | | | 81.2 | | | 1,799.9 |
Deferred income taxes | | | 46.5 | | | 2.2 | | | 48.7 |
Accrued pension and other post-retirement benefits, less current portion | | | 114.8 | | | — | | | 114.8 |
Derivative financial instruments | | | 14.1 | | | — | | | 14.1 |
Non-current provisions | | | 32.5 | | | — | | | 32.5 |
Other liabilities | | | 266.1 | | | — | | | 266.1 |
Total non-current liabilities | | | 474.0 | | | 2.2 | | | 476.2 |
Short-term debt and current portion of long-term debt | | | 630.0 | | | — | | | 630.0 |
Accounts payable, trade | | | 1,132.3 | | | 18.6 | | | 1,150.9 |
Contract liabilities | | | 2,945.0 | | | (675.8) | | | 2,269.2 |
Accrued payroll | | | 202.0 | | | — | | | 202.0 |
Derivative financial instruments | | | 23.5 | | | — | | | 23.5 |
Income taxes payable | | | 49.1 | | | 2.3 | | | 51.4 |
Current provisions | | | 398.2 | | | — | | | 398.2 |
Due to TechnipFMC | | | 116.2 | | | — | | | 116.2 |
Other current liabilities | | | 430.3 | | | (41.1) | | | 389.2 |
Total current liabilities | | | 5,926.6 | | | (696.0) | | | 5,230.6 |
Total liabilities | | | 6,400.6 | | | (693.8) | | | 5,706.8 |
Total equity and liabilities | | | €8,119.3 | | | €(612.6) | | | €7,506.7 |
b) | Recognition of revenue in 2017 |
• | the purchase of material, the subcontracting cost of engineering, the cost of markets, and all other costs directly linked to the contract; |
• | labor costs, related social charges and operating expenses that are directly connected. Selling costs of contracts, research and development costs and the potential charge of “overabsorption” are excluded from those evaluations; and |
• | other costs, if any, which could be re-invoiced to the client when specified in the contract clauses. Costs on construction contracts do not include financial expenses. |
• | the initial selling price; |
• | every additional amendment, variation order and modification to the initial contract if it is probable that such changes could be reliably measured and that they are accepted by the client. |
• | the balance of “Contract Assets”, which at that time amounts to the total sale price of the contract, less accumulated payments received under this contract at the delivery date, is invoiced to the customer and recorded as current receivables on contracts; |
• | if necessary, a liability may be accrued and recorded in “Other Current liabilities” in the statement of financial position in order to cover pending expenses to get the acceptance certificate from the client. |
c) | Foreign currency transactions |
d) | Business combinations |
e) | Merger transaction and integration costs |
f) | Segment information |
• | Europe & Russia; |
• | Asia Pacific; |
• | Africa & Middle East; and |
• | Americas. |
g) | Goodwill |
h) | Property, plant and equipment |
• | Buildings: 10 to 50 years |
• | IT Equipment: 3 to 5 years |
• | Machinery and Equipment: 3 to 20 years |
• | Office Fixtures: 5 to 10 years |
i) | Intangible assets |
• | the projects are clearly identified; |
• | the Technip Energies Group is able to reliably measure expenditures incurred for each project during its development; |
• | the Technip Energies Group is able to demonstrate the technical and industrial feasibility of the project; |
• | the Technip Energies Group has the financial and technical resources available to complete the project; |
• | the Technip Energies Group can demonstrate its intention to complete, to use or to commercialize products resulting from the project; and |
• | the Technip Energies Group is able to demonstrate the existence of a market for the output of the intangible asset, or, if it is used internally, the usefulness of the intangible asset. |
• | Backlog: as per the timeframe of the outstanding orders (usually less than 3 years) |
• | Licenses, Patents and Trademarks: lower of 20 years or the period set forth in the legal conditions |
• | Software (including software rights, proprietary IT tools, such as the E-procurement platform, or the Technip Energies Group’s management applications): 3 to 7 years |
j) | Impairment of non-financial assets |
k) | Fair value measurement |
• | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets; |
• | Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; |
• | Level 3: Unobservable inputs (e.g., a reporting entity’s own data). |
l) | Financial assets (2018-2019 accounting policies) |
• | Financial assets at amortized cost |
• | Financial assets at fair value through OCI, either with recycling or no recycling of cumulative gains and losses |
• | Financial assets at fair value through profit or loss |
• | The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and |
• | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding |
• | Financial assets held for trading (i.e., those which are acquired for the purpose of selling or repurchasing in the near term). |
• | Financial assets designated upon initial recognition at fair value through profit or loss (in order to eliminate, or significantly reduce, an accounting mismatch), or |
• | Financial assets required to be measured at fair value (i.e. assets with cash flows that are not solely payments of principal and interest, irrespective of the business model). |
• | the rights to receive cash flows from the asset have expired; or |
• | the Technip Energies Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Technip Energies Group has transferred substantially all the risks and rewards of the asset, or (b) the Technip Energies Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. |
(In millions) | | | | | | | Balance per IFRS 9 measurement category as of January 1, 2018 | ||||||||
IAS 39 measurement category | | | As reported per IAS 39 at December 31, 2017 | | | Impact of IFRS 9 | | | Fair value through profit or loss | | | Amortized cost | | | Fair value through OCI |
Loans and receivables | | | | | | | | | | | |||||
Trade receivables (Note 13) | | | €660.4 | | | €(1.3) | | | €— | | | €659.1 | | | €— |
Security deposits and other (Note 11) | | | 24.1 | | | — | | | — | | | 24.1 | | | — |
Due from TechnipFMC - Trade receivables (Note 23) | | | 22.8 | | | — | | | — | | | 22.8 | | | — |
Due from TechnipFMC - Loans receivable (Note 23) | | | 1.4 | | | — | | | — | | | 1.4 | | | — |
Available for sale | | | | | | | | | | | |||||
Quoted equity instruments (Note 11) | | | 23.0 | | | — | | | 23.0 | | | — | | | — |
Total financial assets | | | €731.7 | | | €(1.3) | | | €23.0 | | | €707.4 | | | €— |
(In millions) | | | Balance per IAS 11 as reported at December 31, 2017 | | | Impact of IFRS 9 | | | Balance per IFRS 15 as reported as at January 1, 2018 |
Contract assets (Note 5) | | | €444.0 | | | €— | | | €444.0 |
Total non-financial assets | | | €444.0 | | | €— | | | €444.0 |
• | Financial assets and financial liabilities previously measured at fair value through profit and loss under IAS 39 continue to be recognized as such, including cash, cash equivalents, derivatives and the redeemable financial liability from the Yamal acquisition. |
• | Trade receivables, loans receivable and other financial assets classified as loans and receivables under IAS 39 are held to collect contractual cash flows and give rise to cash flows representing solely payments of principal and interest. Therefore, they are classified as financial assets at amortized cost. |
• | Financial assets classified as available for sale (AFS) under IAS 39 are classified at fair value through profit and loss on January 1, 2018. Accordingly, the Technip Energies Group’s quoted equity instruments at January 1, 2018 are classified and measured at fair value through profit and loss. The carrying amount of these instruments as of adoption date was €23.0 million. |
• | There is no change in the classification of the Technip Energies Group’s financial liabilities. |
(In millions) | | | Balance per IAS 11 as reported at December 31, 2017 | | | Impact of IFRS 9 | | | Balance per IFRS 15 as reported as at January 1, 2018 |
Trade receivables | | | €(45.6) | | | €(1.3) | | | €(46.9) |
Security deposits and other | | | (0.7) | | | — | | | (0.7) |
Total | | | €(46.3) | | | €(1.3) | | | €(47.6) |
m) | Financial assets (2017 accounting policies) |
n) | Derivative financial instruments and hedging |
• | Fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment |
• | Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognized firm commitment |
• | Hedges of a net investment in a foreign operation (the Technip Energies Group currently has no financial instruments designated for such hedging relationship) |
• | its hedging role must be clearly defined and documented at the date of inception; and |
• | its effectiveness should be proved at the date of inception and/or as long as it remains effective. If the effectiveness test results in a score between 80% and 125%, changes in fair value or in cash flows of the covered element must be almost entirely offset by the changes in fair value or in cash flows of the derivative instrument. |
• | derivative instruments considered as hedging are classified as current assets and liabilities, as they follow the operating cycle; and |
• | derivative instruments not considered as hedging are also classified as current assets and liabilities. |
• | regarding cash flow hedges, the portion of the gain or loss corresponding to the effectiveness of the hedging instrument is recorded directly in other comprehensive income, and the ineffective portion of the gain or loss on the hedging instrument is recorded in the statement of income. The exchange gain or loss on derivative cash flow hedging instruments, which is deferred in equity, is reclassified in the net profit (loss) of the year(s) in which the specified hedged transaction affects the statement of income; |
• | the changes in fair value of derivative financial instruments that qualify as fair value hedge are recorded as financial income or expenses. The ineffective portion of the gain or loss is immediately recorded in the statement of income. The carrying amount of a hedged item is adjusted by the gain or loss on this hedged item which may be allocated to the hedged risk and is recorded in the statement of income; and |
• | the changes in fair value of derivative financial instruments that do not qualify as hedging in accounting standards are directly recorded in the statement of income. |
• | the economic characteristics and risks are not closely related to the host; |
• | a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and |
• | the hybrid contract is not measured at fair value through profit or loss. |
o) | Advances paid to suppliers |
p) | Trade receivables |
q) | Cash and cash equivalents |
r) | Share-based compensation |
s) | Provisions |
• | the Technip Energies Group has an ongoing obligation (legal or constructive) as a result of a past event; |
• | the settlement of the obligation will likely require an outflow of resources embodying economic benefits without expected counterpart; and |
• | the amount of the obligation can be reliably estimated: provisions are measured according to the risk assessment or the exposed charge, based upon best-known elements. |
t) | Pensions and other long-term benefits |
• | end-of-career benefits, to be paid at the retirement date; |
• | deferred compensation, to be paid when an employee leaves the Technip Energies Group; |
• | retirement benefits to be paid in the form of a pension. |
u) | Deferred income tax |
v) | Financial liabilities |
• | financial liabilities at fair value through profit or loss (i.e. instruments held for trading including derivatives not designated as hedging instruments and also instruments designated upon initial recognition at fair value through profit or loss), |
• | financial debt, |
• | trade and other payables, or |
• | derivatives designated as hedging instruments in an effective hedge. |
w) | Current/ non-current distinction |
• | Principles applied in preparing the combined financial statements (Note 1) |
• | Capital management (Note 15) |
• | Market related exposures (Note 26) |
a) | Judgments |
b) | Estimates and assumptions |
a) | Standards, amendments and interpretations effective in 2019 |
• | There is “an economic relationship” between the hedged item and the hedging instrument. |
• | The effect of credit risk does not “dominate the value changes” that result from that economic relationship. |
• | The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that Technip Energies actually hedges and the quantity of the hedging instrument that Technip Energies actually uses to hedge that quantity of hedged item. |
• | its hedging role must be clearly defined and documented at the date of inception; and |
• | its effectiveness should be proved at the date of inception and/or as long as it remains effective. Under IFRS 9 a hedging relationship qualifies for hedge accounting if: (i) there is “an economic relationship” between the hedged item and the hedging Instrument; (ii) the effect of credit risk does not “dominate the value changes” that result from that economic relationship; and (iii) the hedge ratio used for hedge accounting purposes should be the same as that used for risk management purposes (economic hedging). |
• | derivative instruments considered for hedge accounting are classified as current and non-current assets and liabilities, as they follow the operating cycle; and |
• | derivative instruments not considered for hedge accounting are also classified as current and non-current assets and liabilities. |
• | regarding cash flow hedges, the effective portion of the gain or loss of the hedging instrument is recorded directly in other comprehensive income, and the ineffective portion of the gain or loss on the hedging instrument is recorded in the statement of income. The amounts accumulated in other comprehensive income (“OCI”) are accounted for depending on the nature of the underlying hedged transaction. If the hedged transaction subsequently results in the recognition of a non-financial item, the amount accumulated and included in the initial cost or other carrying amount of the hedged asset or liability should be recycled in the statement of income. This is not a reclassification adjustment and will not be recognized in OCI for the period. For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss. If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the amount will be immediately reclassified to profit or loss as a reclassification adjustment. After discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCI must be accounted for depending on the nature of the underlying transaction as described above; |
• | the changes in fair value of derivative financial instruments that qualify as fair value hedge are recorded as financial income or expenses. The ineffective portion of the gain or loss is immediately recorded in the statement of income. The carrying amount of a hedged item is adjusted by the gain or loss on this hedged item which may be allocated to the hedged risk and is recorded in the statement of income; and |
• | the changes in fair value of derivative financial instruments that do not qualify as hedging in accounting standards are directly recorded in the statement of income as financial income or expense. |
b) | Standards, amendments and interpretations to existing standards that are issued, not yet effective and have not been early adopted as of December 31, 2019 |
• | increasing the prominence of stewardship in the objective of financial reporting |
• | reinstating prudence as a component of neutrality |
• | defining a reporting entity, which may be a legal entity, or a portion of an entity |
• | revising the definitions of an asset and a liability |
• | removing the probability threshold for recognition and adding guidance on derecognition |
• | adding guidance on different measurement basis, and |
• | stating that profit or loss is the primary performance indicator and that, in principle, income and expenses in other comprehensive income should be recycled where this enhances the relevance or faithful representation of the financial statements. |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
United States | | | €28.6 | | | €29.5 | | | €30.5 |
France | | | 18.3 | | | 26.9 | | | 31.8 |
Italy | | | 17.6 | | | 18.8 | | | 19.5 |
United Kingdom | | | 4.5 | | | 4.4 | | | 4.5 |
All other countries | | | 39.4 | | | 32.1 | | | 41.2 |
Total property, plant and equipment, net | | | €108.4 | | | €111.7 | | | €127.5 |
Components of lease cost | | | Year Ended December 31, 2019 |
(In millions) | | | |
Depreciation of right-of-use assets | | | €98.9 |
Interest expense on lease liabilities | | | 10.4 |
Short-term lease costs | | | 4.4 |
Sublease income | | | €4.8 |
| | As of December 31, 2019 | ||||
(In millions) | | | Depreciation | | | Net Book Value |
Real estate | | | €40.8 | | | €217.0 |
Vessels | | | 56.7 | | | 11.7 |
IT equipment | | | 1.0 | | | 3.0 |
Machinery and equipment | | | 0.4 | | | 1.5 |
Office furniture and equipment | | | — | | | 0.1 |
Total | | | €98.9 | | | €233.3 |
(In millions except for discount rate) | | | As of December 31, 2019 |
Total lease liabilities | | | €284.7 |
Current lease liabilities | | | 68.3 |
Non-current lease liabilities | | | €216.4 |
Weighted average discount rate | | | 4.4% |
(In millions) | | | Year Ended December 31, 2019 |
Payments for the principal portion of lease liabilities | | | €117.3 |
Right-of-use assets obtained in exchange for lease obligations | | | 40.1 |
(In millions) | | | Lease l Liabilities |
2020 | | | €75.5 |
2021 | | | 56.5 |
2022 | | | 46.2 |
2023 | | | 36.2 |
2024 | | | 31.8 |
Thereafter | | | 76.6 |
Total lease payments | | | 322.8 |
Less: Imputed interest(a) | | | 38.1 |
Total lease liabilities(b) | | | €284.7 |
(a) | Calculated using the interest rate for each lease. |
(b) | Includes the current portion of €68.3 million for lease liabilities. |
(In millions) | | | |
2019 | | | €70.6 |
2020 | | | 62.4 |
2021 | | | 53.0 |
2022 | | | 44.9 |
2023 | | | 39.7 |
Thereafter | | | 148.9 |
Total lease payments | | | 419.5 |
Less: income from sub-leases | | | 17.0 |
Net minimum operating lease payments | | | €402.5 |
(In millions) | | | |
2018 | | | €63.9 |
2019 | | | 57.1 |
2020 | | | 54.1 |
2021 | | | 52.4 |
2022 | | | 45.4 |
Thereafter | | | 166.2 |
Total | | | 439.1 |
Less income from sub-leases | | | 4.2 |
Net minimum operating lease payments | | | €434.9 |
| | Year Ended December 31 | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Europe & Russia | | | €2,603.9 | | | €2,907.7 | | | €4,957.9 |
Africa & Middle East | | | 1,445.1 | | | 1,013.4 | | | 887.1 |
Asia Pacific | | | 1,023.1 | | | 1,108.9 | | | 944.4 |
Americas | | | 696.6 | | | 335.2 | | | 439.8 |
Total revenue | | | €5,768.7 | | | €5,365.2 | | | €7,229.2 |
| | Year Ended December 31 | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Project Delivery | | | €4,565.5 | | | €4,221.6 | | | €6,139.8 |
Technology, Products and Services | | | 1,203.2 | | | 1,143.6 | | | 1,089.4 |
Total revenue | | | €5,768.7 | | | €5,365.2 | | | €7,229.2 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Contract assets | | | €389.3 | | | €272.0 | | | €444.0 |
Contract (liabilities) | | | (3,209.0) | | | (2,945.0) | | | (2,439.7) |
Net contract (liabilities) | | | €(2,819.7) | | | €(2,673.0) | | | €(1,995.7) |
(In millions) | | | 2020 | | | 2021 | | | Thereafter |
Total remaining unsatisfied performance obligations | | | €6,226.3 | | | €4,387.9 | | | €3,062.1 |
(In millions) | | | 2019 | | | 2020 | | | Thereafter |
Total remaining unsatisfied performance obligations | | | €4,699.9 | | | €1,513.4 | | | €893.1 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Legal provision(1) | | | €(3.8) | | | €(225.7) | | | €(4.0) |
Foreign currency (loss) gain | | | (13.2) | | | (6.9) | | | (7.3) |
Reinsurance income (expense) | | | 4.3 | | | 10.3 | | | 8.5 |
Net income (loss) from disposal of property, plant and equipment and intangible assets | | | (0.8) | | | 0.9 | | | (0.1) |
Other | | | (25.2) | | | (12.4) | | | (15.6) |
Total other expenses, net | | | €(38.7) | | | €(233.8) | | | €(18.5) |
(1) | A provision of €220.8 million was recorded in 2018 regarding U.S. Department of Justice (the “DOJ”) related to investigation of offshore platform projects awarded between 2003 and 2007, performed in Brazil by a joint venture company in which the Technip Energies Group was a minority participant, and also certain other projects performed by the members of the Technip Energies Group in Brazil between 2002 and 2013. Refer to Note 22 for detailed description. |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Wages, salaries and other pension costs | | | €975.0 | | | €996.4 | | | €1,032.7 |
| |||||||||
Operating leases expense | | | — | | | 74.0 | | | 68.0 |
Depreciation and amortization | | | 134.8 | | | 29.9 | | | 42.7 |
Merger transaction and integration costs | | | 15.2 | | | 15.4 | | | 26.2 |
Purchases, external charges and other expenses | | | 3,934.7 | | | 3,731.1 | | | 5,562.0 |
Total costs and expenses | | | €5,059.7 | | | €4,846.8 | | | €6,731.6 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Interest income | | | €65.2 | | | €64.9 | | | €58.9 |
Dividends from non-combined investments | | | — | | | 6.1 | | | — |
Total financial income | | | €65.2 | | | €71.0 | | | €58.9 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Interest expenses | | | €(1.6) | | | €(0.6) | | | €(1.0) |
Financial expenses related to long-term employee benefit plans | | | (2.5) | | | (2.4) | | | (2.5) |
Redeemable financial liability fair value measurement | | | (377.9) | | | (288.4) | | | (233.5) |
Other | | | (18.0) | | | 11.9 | | | (27.7) |
Total financial expenses | | | (400.0) | | | (279.5) | | | (264.7) |
Net financial income (expenses) | | | €(334.8) | | | €(208.5) | | | €(205.8) |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Current income tax credit (expense) | | | €(333.6) | | | €(166.7) | | | €(122.6) |
Deferred income tax credit (expense) | | | 148.4 | | | (23.7) | | | (93.1) |
Income tax credit (expense) as recognized in the combined statement of income | | | €(185.2) | | | €(190.4) | | | €(215.7) |
Deferred income tax related to items booked directly to opening equity | | | 15.1 | | | 5.3 | | | 17.3 |
Deferred income tax related to items booked to equity during the year | | | €(0.2) | | | 9.8 | | | (12.0) |
Income tax credit (expense) as recognized in combined statement of other comprehensive income | | | €14.9 | | | €15.1 | | | €5.3 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Net income/(loss) | | | 153.2 | | | (85.6) | | | 58.3 |
Income tax expense (credit) | | | 185.2 | | | 190.4 | | | 215.7 |
Profit (loss) before tax | | | €338.4 | | | €104.8 | | | €274.0 |
At Technip Energies’ statutory income tax rate of 34.43% | | | 116.6 | | | 36.2 | | | 94.3 |
Deferred tax asset recognized | | | 34.1 | | | 36.3 | | | 48.9 |
Net change in tax contingencies | | | (5.1) | | | 10.2 | | | 4.7 |
Non-deductible legal provision | | | 6.4 | | | 76.0 | | | — |
Other non-deductible expenses | | | 21.8 | | | 40.8 | | | 43.6 |
Deferred tax adjustment relating to change in tax rate | | | 8.8 | | | — | | | 10.1 |
Adjustments on prior year taxes | | | 1.6 | | | — | | | 9.8 |
Other adjustments | | | 1.0 | | | (9.1) | | | 4.3 |
Effective income tax expense (credit) | | | 185.2 | | | 190.4 | | | 215.7 |
Tax rate | | | 55% | | | 181% | | | 79% |
Income tax expense (credit) as recognized in the combined statement of income | | | €185.2 | | | €190.4 | | | €215.7 |
(In millions) | | | As of December 31, 2018 | | | Recognized in Statement of Income | | | Recognized in Statement of OCI | | | Net foreign exchange differences | | | December 31, 2019 |
Net operating loss carryforwards | | | €6.2 | | | €7.9 | | | €— | | | €0.1 | | | €14.2 |
Cost accruals/reserves | | | 34.3 | | | (31.6) | | | — | | | 0.8 | | | 3.5 |
Foreign exchange | | | 20.7 | | | 3.3 | | | (3.0) | | | 0.4 | | | 21.4 |
Provisions for pensions and other long-term employee benefits | | | 24.2 | | | 1.0 | | | 2.8 | | | 0.5 | | | 28.5 |
Contingencies | | | (40.0) | | | 93.7 | | | — | | | (1.1) | | | 52.6 |
Revenue recognition | | | 2.9 | | | 65.7 | | | — | | | (0.1) | | | 68.5 |
Property, plant and equipment, goodwill and other assets | | | (8.0) | | | 10.1 | | | — | | | (0.2) | | | 1.9 |
Other | | | 2.1 | | | (1.7) | | | — | | | 0.1 | | | 0.5 |
Deferred income tax assets (liabilities), net | | | €42.4 | | | €148.4 | | | €(0.2) | | | €0.5 | | | €191.1 |
(In millions) | | | As of December 31, 2017 | | | Recognized in Statement of Income | | | Recognized in Statement of OCI | | | Net foreign exchange differences | | | December 31, 2018 |
Net operating loss carryforwards | | | €10.5 | | | €(4.7) | | | €— | | | €0.4 | | | €6.2 |
Cost accruals/reserves | | | 27.3 | | | 5.6 | | | — | | | 1.4 | | | 34.3 |
Foreign exchange | | | 4.7 | | | 5.6 | | | 9.8 | | | 0.6 | | | 20.7 |
Provisions for pensions and other long-term employee benefits | | | 39.4 | | | (16.6) | | | — | | | 1.4 | | | 24.2 |
Contingencies | | | (47.0) | | | 8.9 | | | — | | | (1.9) | | | (40.0) |
Revenue recognition | | | 14.2 | | | (11.6) | | | — | | | 0.3 | | | 2.9 |
Property, plant and equipment, goodwill and other assets | | | 1.6 | | | (9.4) | | | — | | | (0.2) | | | (8.0) |
Other | | | 3.5 | | | (1.5) | | | — | | | 0.1 | | | 2.1 |
Deferred income tax assets (liabilities), net | | | €54.2 | | | €(23.7) | | | €9.8 | | | €2.1 | | | €42.4 |
| | December 31, 2019 | | | December 31, 2018 | | | December 31, 2017 | ||||||||||
(In millions) | | | Percentage Owned | | | Carrying Value | | | Percentage Owned | | | Carrying Value | | | Percentage Owned | | | Carrying Value |
ENI Coral FLNG | | | 50% | | | 13.3 | | | 50% | | | 9.1 | | | 50% | | | (0.5) |
BAPCO Sitra Refinery | | | 36% | | | (6.0) | | | 36% | | | 0.2 | | | 36% | | | — |
Novartic | | | 33.3% | | | 0.5 | | | — | | | — | | | — | | | — |
Other | | | | | 45.3 | | | | | 39.7 | | | | | 50.5 | |||
Total | | | | | € 53.1 | | | | | € 49.0 | | | | | € 50.0 |
| | Total for all JVs and associates | | | Bapco, Coral and Novartic only | |||||||||||||
| | December 31, | | | December 31, | |||||||||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 | | | 2019 | | | 2018 | | | 2017 |
Data at 100% | | | | | | | | | | | | | ||||||
Cash and cash equivalents | | | €974.5 | | | €342.7 | | | €265.8 | | | €811.2 | | | €185.9 | | | €85.7 |
Other current assets | | | 119.1 | | | 267.5 | | | 118.4 | | | 49.7 | | | 197.4 | | | 21.7 |
Total current assets | | | 1,093.6 | | | 610.2 | | | 384.2 | | | 860.9 | | | 383.3 | | | 107.4 |
Non-current assets | | | 42.0 | | | 38.2 | | | 40.7 | | | 3.3 | | | 0.0 | | | — |
Total assets | | | €1,135.6 | | | €648.4 | | | €424.9 | | | €864.2 | | | €383.3 | | | €107.4 |
Total equity | | | 135.8 | | | 134.0 | | | 76.0 | | | 11.5 | | | 18.8 | | | (1.0) |
Total non-current liabilities | | | 9.6 | | | 9.3 | | | 6.7 | | | 1.5 | | | 1.2 | | | — |
Total current liabilities | | | 990.2 | | | 505.0 | | | 342.1 | | | 851.2 | | | 363.3 | | | 108.4 |
Total equity and liabilities | | | €1,135.6 | | | €648.3 | | | €424.8 | | | €864.2 | | | €383.3 | | | €107.4 |
| | Total for all JVs and associates | | | Bapco, Coral and Novartic only | |||||||||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 | | | 2019 | | | 2018 | | | 2017 |
Data at 100% | | | | | | | | | | | | | ||||||
Revenue | | | € 1,464.5 | | | € 639.9 | | | € 252.8 | | | € 1,454.8 | | | € 631.9 | | | € 223.7 |
Interest income | | | 8.8 | | | 7.3 | | | 6.1 | | | 7.4 | | | 3.8 | | | 0.3 |
Depreciation and amortization | | | (0.4) | | | — | | | (0.2) | | | (0.3) | | | — | | | — |
Interest expense | | | (25.0) | | | (4.3) | | | (3.8) | | | (23.6) | | | (2.0) | | | (0.3) |
Income tax expense (benefit) | | | (1.8) | | | (3.7) | | | (4.3) | | | (0.7) | | | (1.2) | | | (0.4) |
Profit (loss) for the period | | | 4.9 | | | 67.3 | | | 3.7 | | | (2.4) | | | 19.5 | | | (0.4) |
Other comprehensive income (loss) | | | 1.7 | | | 2.4 | | | (16.6) | | | 0.1 | | | 0.3 | | | — |
Total other comprehensive income (loss) | | | € 6.6 | | | €69.7 | | | €(12.9) | | | €(2.3) | | | €19.8 | | | €(0.4) |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Revenue | | | €1,396.7 | | | €2,087.6 | | | €3,928.1 |
(In millions) | | | Land and Buildings | | | IT Equipment | | | Machinery and Equipment | | | Office Fixtures | | | Other | | | Total |
Net book value as of January 01, 2017 | | | €63.3 | | | €14.2 | | | €8.2 | | | €25.2 | | | €21.9 | | | €132.8 |
Costs | | | 116.7 | | | 94.8 | | | 64.3 | | | 80.8 | | | 36.7 | | | 393.3 |
Accumulated depreciation | | | (50.5) | | | (82.0) | | | (41.7) | | | (59.9) | | | (18.5) | | | (252.6) |
Accumulated impairment | | | (4.9) | | | — | | | (4.7) | | | — | | | (3.6) | | | (13.2) |
Net book value as of December 31, 2017 | | | €61.3 | | | €12.8 | | | €17.9 | | | €20.9 | | | €14.6 | | | €127.5 |
Costs | | | 110.0 | | | 89.1 | | | 40.8 | | | 68.8 | | | 27.9 | | | 336.6 |
Accumulated depreciation | | | (50.7) | | | (76.3) | | | (23.6) | | | (55.1) | | | (19.2) | | | (224.9) |
Accumulated impairment | | | — | | | — | | | — | | | — | | | — | | | — |
Net book value as of December 31, 2018 | | | €59.3 | | | €12.8 | | | €17.2 | | | €13.7 | | | €8.7 | | | €111.7 |
Costs | | | 109.9 | | | 79.5 | | | 37.5 | | | 65.0 | | | 25.0 | | | 316.9 |
Accumulated depreciation | | | (51.6) | | | (65.1) | | | (20.5) | | | (53.1) | | | (14.3) | | | (204.6) |
Accumulated impairment | | | — | | | — | | | (3.4) | | | — | | | (0.5) | | | (3.9) |
Net book value as of December 31, 2019 | | | €58.3 | | | €14.4 | | | €13.6 | | | €11.9 | | | €10.2 | | | €108.4 |
(In millions) | | | Land and Buildings | | | IT Equipment | | | Machinery and Equipment | | | Office Fixtures | | | Other | | | Total |
Net book value as of January 01, 2017 | | | €63.3 | | | €14.2 | | | €8.2 | | | €25.2 | | | €21.9 | | | €132.8 |
Additions | | | 0.3 | | | 4.3 | | | 3.1 | | | 2.6 | | | 2.3 | | | 12.6 |
Acquisitions through business combinations | | | 2.3 | | | — | | | 8.0 | | | 0.1 | | | 0.4 | | | 10.8 |
Disposals – write-off | | | (0.6) | | | (0.3) | | | (0.1) | | | (0.1) | | | (0.5) | | | (1.6) |
Depreciation expense for the year | | | (2.6) | | | (6.8) | | | (4.5) | | | (6.0) | | | (2.3) | | | (22.2) |
Net foreign exchange differences | | | (1.4) | | | 1.4 | | | 3.2 | | | (0.9) | | | (7.2) | | | (4.9) |
Net book value as of December 31, 2017 | | | €61.3 | | | €12.8 | | | €17.9 | | | €20.9 | | | €14.6 | | | €127.5 |
Additions | | | 2.7 | | | — | | | 3.9 | | | 1.1 | | | — | | | 7.7 |
Disposals – write-off | | | (5.7) | | | (0.2) | | | (1.7) | | | — | | | (2.6) | | | (10.2) |
Depreciation expense for the year | | | (3.0) | | | (3.7) | | | (3.7) | | | (3.4) | | | (2.4) | | | (16.2) |
Net foreign exchange differences | | | 4.0 | | | 3.9 | | | 0.8 | | | (4.9) | | | (0.9) | | | 2.9 |
Net book value as of December 31, 2018 | | | €59.3 | | | €12.8 | | | €17.2 | | | €13.7 | | | €8.7 | | | €111.7 |
Additions | | | €17.9 | | | €8.2 | | | €1.4 | | | €2.4 | | | €7.2 | | | €37.1 |
Disposals – write-off | | | (19.7) | | | (0.4) | | | (0.5) | | | (0.2) | | | — | | | (20.8) |
Depreciation expense for the year | | | (3.6) | | | (4.7) | | | (2.3) | | | (4.2) | | | (3.1) | | | (17.9) |
Impairment | | | — | | | — | | | (3.4) | | | — | | | (0.5) | | | (3.9) |
Net foreign exchange differences | | | 4.4 | | | (1.5) | | | 1.2 | | | 0.2 | | | (2.1) | | | 2.2 |
Net book value as of December 31, 2019 | | | €58.3 | | | €14.4 | | | €13.6 | | | €11.9 | | | €10.2 | | | €108.4 |
(In millions) | | | Goodwill | | | Licenses, Patents and Trademarks | | | Software | | | Other | | | Total |
Net book value as of January 01, 2017 | | | €765.7 | | | €41.4 | | | €27.9 | | | €68.0 | | | €903.0 |
Costs | | | 2,092.2 | | | 96.8 | | | 109.5 | | | 60.3 | | | 2,358.8 |
Accumulated amortization | | | — | | | (50.3) | | | (86.6) | | | (8.8) | | | (145.7) |
Net book value as of December 31, 2017 | | | €2,092.2 | | | €46.5 | | | €22.9 | | | €51.5 | | | €2,213.1 |
Costs | | | 2,178.4 | | | 103.4 | | | 109.9 | | | 73.3 | | | 2,465.0 |
Accumulated amortization | | | — | | | (57.9) | | | (90.0) | | | (19.6) | | | (167.5) |
Net book value as of December 31, 2018 | | | €2,178.4 | | | €45.5 | | | €19.9 | | | €53.7 | | | €2,297.5 |
Costs | | | 2,199.2 | | | 103.9 | | | 90.1 | | | 91.0 | | | 2,484.2 |
Accumulated amortization | | | — | | | (60.3) | | | (74.4) | | | (36.2) | | | (170.9) |
Net book value as of December 31, 2019 | | | €2,199.2 | | | €43.6 | | | €15.7 | | | €54.8 | | | €2,313.3 |
(In millions) | | | Goodwill | | | Licenses, Patents and Trademarks | | | Software | | | Other | | | Total |
Net book value as of January 01, 2017 | | | €765.7 | | | €41.4 | | | €27.9 | | | €68.0 | | | €903.0 |
Additions - acquisitions - internal developments | | | — | | | 4.0 | | | 2.1 | | | 0.3 | | | 6.4 |
Additions - other business combinations(1) | | | 1,479.6 | | | 2.1 | | | 0.3 | | | — | | | 1,482.0 |
Amortization charge for the year | | | — | | | (3.3) | | | (6.5) | | | (10.7) | | | (20.5) |
Net foreign exchange differences | | | (153.1) | | | 2.3 | | | (0.9) | | | (6.1) | | | (157.8) |
Net book value as of December 31, 2017 | | | €2,092.2 | | | €46.5 | | | €22.9 | | | €51.5 | | | €2,213.1 |
Additions - acquisitions - internal developments | | | — | | | — | | | 3.3 | | | — | | | 3.3 |
Additions - other business combinations(1) | | | — | | | 0.2 | | | — | | | 10.9 | | | 11.1 |
Disposals - write-off | | | — | | | — | | | — | | | (0.5) | | | (0.5) |
Amortization charge for the year | | | — | | | (2.6) | | | (0.5) | | | (10.6) | | | (13.7) |
Net foreign exchange differences | | | 86.2 | | | 1.4 | | | (5.8) | | | 2.4 | | | 84.2 |
Net book value as of December 31, 2018 | | | €2,178.4 | | | €45.5 | | | €19.9 | | | €53.7 | | | €2,297.5 |
Additions - acquisitions - internal developments | | | — | | | — | | | 0.8 | | | 16.2 | | | 17.0 |
Amortization charge for the year | | | — | | | (2.3) | | | (0.5) | | | (16.3) | | | (19.1) |
Net foreign exchange differences | | | 36.6 | | | 0.4 | | | (4.5) | | | 1.2 | | | 33.7 |
Other | | | (15.8) | | | — | | | — | | | — | | | (15.8) |
Net book value as of December 31, 2019 | | | €2,199.2 | | | €43.6 | | | €15.7 | | | €54.8 | | | €2,313.3 |
(1) | Refers to the goodwill of €1,453.6 million attributable to Technip’s legacy Onshore/Offshore business segment that resulted from the merger on January 16, 2017 and that was recorded in the Technip Energies Group’s combined financial statements starting from the merger date. |
| | 2019 | | | 2018 | | | 2017 | |
Year of cash flows before terminal value | | | 4 | | | 5 | | | 5 |
Risk-adjusted discount rate | | | 15.0% | | | 12.0% | | | 10.8% |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Non-current financial assets at amortized cost, gross | | | €22.3 | | | €24.4 | | | €24.6 |
Impairment allowance | | | (1.1) | | | (0.5) | | | (0.5) |
Non-current financial assets at amortized cost, net | | | 21.2 | | | 23.9 | | | 24.1 |
Available-for-sale financial assets (quoted equity instruments at FVTPL)(1), gross | | | 25.8 | | | 16.3 | | | 23.5 |
Impairment allowance | | | — | | | (0.5) | | | (0.5) |
Available-for-sale financial assets (quoted equity instruments at FVTPL)(1), net | | | 25.8 | | | 15.8 | | | 23.0 |
Total other non-current assets, net | | | €47.0 | | | €39.7 | | | €47.1 |
(1) | Available-for-sale are presented for comparative purposes only (in periods prior to adoption of IFRS 9). |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Cash at bank and in hand | | | €2,207.5 | | | €1,457.9 | | | €1,626.8 |
Cash equivalents | | | 1,356.2 | | | 2,211.7 | | | 2,431.9 |
Total cash and cash equivalents | | | €3,563.7 | | | €3,669.6 | | | €4,058.7 |
US dollar | | | €1,707.6 | | | €2,496.3 | | | €2,578.0 |
Euro | | | 1,216.1 | | | 562.2 | | | 805.0 |
Malaysian ringgit | | | 150.3 | | | 187.7 | | | 187.1 |
Russian ruble | | | 59.5 | | | 134.6 | | | 118.1 |
Pound sterling | | | 52.6 | | | 58.1 | | | 75.2 |
Japanese yen | | | 48.6 | | | 38.1 | | | 44.0 |
Norwegian krone | | | 28.0 | | | 23.8 | | | 45.9 |
Indian rupee | | | 25.0 | | | 32.6 | | | 38.4 |
Other | | | 276.0 | | | 136.2 | | | 167.0 |
Total cash and cash equivalents by currency | | | €3,563.7 | | | €3,669.6 | | | €4,058.7 |
Fixed term deposits | | | €1,356.2 | | | €2,211.7 | | | €2,431.9 |
Total cash equivalents by nature | | | €1,356.2 | | | €2,211.7 | | | €2,431.9 |
| | December 31, | |||||||
| | 2019 | | | 2018 | | | 2017 | |
(In millions) | | | Trade Receivables | | | Trade Receivables | | | Trade Receivables |
Gross amount | | | €970.6 | | | €1,141.3 | | | €706.0 |
Opening allowance for doubtful accounts – as measured according to IAS 39 | | | (44.5) | | | (45.6) | | | (33.6) |
Expected credit loss restatement in opening retained earnings | | | (2.0) | | | (1.3) | | | — |
Opening allowance for doubtful accounts – as measured according to IFRS 9 (2017 : IAS 39) | | | (46.5) | | | (46.9) | | | (33.6) |
Change in expected credit loss | | | 0.1 | | | (0.6) | | | — |
Increase in impairment allowance | | | (5.1) | | | (14.5) | | | (4.5) |
Used allowance reversals | | | 1.3 | | | 2.6 | | | 0.1 |
Unused allowance reversals | | | 7.7 | | | 4.4 | | | 0.8 |
Effects of foreign exchange and other | | | 0.4 | | | 8.6 | | | (8.4) |
Closing allowance for doubtful accounts – as measured according to IFRS 9 (2017 : IAS 39) | | | (42.1) | | | (46.4) | | | (45.6) |
Total trade receivables, net | | | €928.5 | | | €1,094.9 | | | €660.4 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
| | | | | | ||||
Value added and other tax receivables | | | €156.9 | | | €125.4 | | | €326.6 |
Prepaid expenses | | | 27.7 | | | 17.9 | | | 24.8 |
Other | | | 58.1 | | | 62.3 | | | 102.9 |
Other current assets, total | | | €242.7 | | | €205.6 | | | €454.3 |
Total other current assets | | | €242.7 | | | €205.6 | | | €454.3 |
(In millions) | | | Cash Flow Hedges(1) | | | Gains (Losses) on Defined Benefit Pension Plans | | | Foreign Currency Translation | | | Other | | | Accumulated Other Comprehensive Income (Loss) | | | Accumulated Other Comprehensive Income (Loss) – Non- Controlling Interests | | | Total Accumulated Other Comprehensive Income (Loss) |
Accumulated other comprehensive income (loss) as of January 01, 2017 | | | €10.2 | | | €(17.5) | | | €95.4 | | | €— | | | €88.1 | | | €0.4 | | | €88.5 |
Gross effect before reclassification to profit or loss | | | 21.5 | | | (3.1) | | | (194.6) | | | | | (176.2) | | | (0.6) | | | (176.8) | |
Deferred tax | | | (13.0) | | | 1.0 | | | — | | | — | | | (12.0) | | | — | | | (12.0) |
Accumulated other comprehensive income (loss) as of December 31, 2017 | | | €18.7 | | | €(19.6) | | | €(99.2) | | | €— | | | €(100.1) | | | €(0.2) | | | €(100.3) |
Gross effect before reclassification to profit or loss | | | (34.5) | | | 3.3 | | | 127.5 | | | — | | | 96.3 | | | (0.4) | | | 95.9 |
Deferred tax | | | 10.8 | | | (1.0) | | | — | | | — | | | 9.8 | | | — | | | 9.8 |
Reclassification to profit or loss | | | — | | | — | | | (9.4) | | | — | | | (9.4) | | | — | | | (9.4) |
Accumulated other comprehensive income (loss) as of December 31, 2018 | | | €(5.0) | | | €(17.3) | | | €18.9 | | | €— | | | €(3.3) | | | €(0.6) | | | €(4.0) |
Gross effect before reclassification to profit or loss | | | (6.3) | | | (8.8) | | | (44.0) | | | — | | | (59.1) | | | 0.9 | | | (58.2) |
Deferred tax | | | (3.0) | | | 2.8 | | | — | | | — | | | (0.2) | | | — | | | (0.2) |
Accumulated other comprehensive income (loss) as of December 31, 2019 | | | €(14.2) | | | €(23.3) | | | €(25.1) | | | €— | | | €(62.6) | | | €0.3 | | | €(62.3) |
(1) | Cash flow hedges represent the effective portion of the change in fair value of the financial instruments qualified as cash flow hedging, as well as gains and losses corresponding to the effective portion of non-derivative financial assets or liabilities that are designated as a hedge of a foreign currency risk (see Note 1). |
| | Year Ended December 31, | |||||||
| | 2019 | | | 2018 | | | 2017 | |
Weighted-average fair value(a) | | | €25.94 | | | €35.65 | | | €30.59 |
Expected volatility(b) | | | 34.0% | | | 34.0% | | | 34.9% |
Risk-free interest rate(c) | | | 2.4% | | | 2.4% | | | 1.5% |
Expected performance period in years(d) | | | 3.0 | | | 3.0 | | | 3.0 |
(a) | The weighted-average fair value based on performance share units granted during the period. |
(b) | Expected volatility based on normalized historical volatility of TechnipFMC plc’s shares over a preceding period commensurate with the expected term of the option. |
(c) | From 2017, the risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Prior to 2017, the risk-free rate was based on the bond yields from the European Central Bank. |
(d) | For awards subject to service-based vesting, due to the lack of historical exercise and post-vesting termination patterns of the post-Merger employee base, the expected term was estimated using a simplified method for all awards granted in 2017, 2018 and 2019. |
| | Year Ended December 31 | |||||||
| | 2019 | | | 2018 | | | 2017 | |
Weighted-average fair value(a) | | | €5.04 | | | €7.70 | | | €7.81 |
Expected volatility(b) | | | 32.5% | | | 32.5% | | | 35.7% |
Risk-free interest rate(c) | | | 2.5% | | | 2.7% | | | 2.1% |
Expected dividend yield(d) | | | 2.6% | | | 2.0% | | | 2.0% |
Expected term in years(e) | | | 6.5 | | | 6.5 | | | 6.5 |
(a) | The weighted-average fair value based on stock options granted during the period. |
(b) | Expected volatility based on normalized historical volatility of TechnipFMC’s shares over a preceding period commensurate with the expected term of the option. |
(c) | From 2017, the risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Prior to 2017, the risk-free rate was based on the bond yields from the European Central Bank. |
(d) | Share options awarded prior to 2017 were valued using an expected dividend yield of between 2.0% and 4.5% while those awarded in 2017 and 2018 used 2.0% and those awarded in 2019 used 2.6%. |
(e) | For awards subject to service-based vesting, due to the lack of historical exercise and post-vesting termination patterns of the post-Merger employee base, the expected term was estimated using a simplified method for all awards granted in 2017, 2018 and 2019. |
| | Year Ended December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Share-based compensation expense | | | €26.8 | | | €23.0 | | | €14.4 |
| | December 31, | ||||||||||||||||
| | 2019 | | | 2018 | | | 2017 | ||||||||||
(In millions) | | | Carrying Amount | | | Fair Value | | | Carrying Amount | | | Fair Value | | | Carrying Amount | | | Fair Value |
Commercial paper | | | €580.0 | | | €580.0 | | | €630.0 | | | €630.0 | | | €718.0 | | | €718.0 |
Bank borrowings and other | | | €3.4 | | | €3.4 | | | €— | | | €— | | | €0.3 | | | €0.3 |
• | U.S. dollar-denominated loans bear interest, at the Borrowers’ option, at a base rate or an adjusted rate linked to the London interbank offered rate (“Adjusted LIBOR”); |
• | Sterling-denominated loans bear interest at Adjusted LIBOR; and |
• | Euro-denominated loans bear interest at the Euro interbank offered rate (“EURIBOR”). |
(In millions) | | | Expected benefit payments |
2020 | | | €14.6 |
2021 | | | 9.8 |
2022 | | | 10.1 |
2023 | | | 10.4 |
2024 | | | 11.4 |
2025-2029 | | | 56.4 |
Total | | | €112.7 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Current service cost | | | €8.6 | | | €8.1 | | | €8.0 |
Financial cost | | | 4.2 | | | 3.9 | | | 3.9 |
Interest income | | | (1.9) | | | (1.9) | | | (1.8) |
Net actuarial gain (loss) recognized on long-term benefits | | | (0.4) | | | — | | | (0.1) |
Net benefit expense as recorded in the combined statements of income | | | €10.5 | | | €10.1 | | | €10.0 |
| | 2019 | | | 2018 | | | 2017 | |||||||||||||||||||
(In millions) | | | Defined Benefit Obligation | | | Fair Value of Plan Assets | | | Net Defined Benefit Obligation | | | Defined Benefit Obligation | | | Fair Value of Plan Assets | | | Net Defined Benefit Obligation | | | Defined Benefit Obligation | | | Fair Value of Plan Assets | | | Net Defined Benefit Obligation |
As of January 1 | | | €228.6 | | | €109.1 | | | €119.5 | | | €215.3 | | | €102.4 | | | €112.9 | | | €226.3 | | | €107.5 | | | €118.8 |
Expense as recorded in the statement of income | | | 12.4 | | | 1.9 | | | 10.5 | | | 12.0 | | | 1.9 | | | 10.1 | | | 11.8 | | | 1.8 | | | 10.0 |
Total current service cost | | | 8.7 | | | — | | | 8.7 | | | 8.1 | | | — | | | 8.1 | | | 8.0 | | | — | | | 8.0 |
Net financial costs | | | 4.2 | | | 1.9 | | | 2.3 | | | 3.9 | | | 1.9 | | | 2.0 | | | 3.9 | | | 1.8 | | | 2.1 |
Actuarial losses of the year | | | (0.4) | | | — | | | (0.4) | | | — | | | — | | | — | | | (0.1) | | | — | | | (0.1) |
Actuarial loss recognized in other comprehensive income | | | 23.2 | | | 14.9 | | | 8.3 | | | 3.8 | | | 5.7 | | | (1.9) | | | (1.4) | | | (1.9) | | | 0.5 |
| | 2019 | | | 2018 | | | 2017 | |||||||||||||||||||
(In millions) | | | Defined Benefit Obligation | | | Fair Value of Plan Assets | | | Net Defined Benefit Obligation | | | Defined Benefit Obligation | | | Fair Value of Plan Assets | | | Net Defined Benefit Obligation | | | Defined Benefit Obligation | | | Fair Value of Plan Assets | | | Net Defined Benefit Obligation |
Actuarial loss on defined benefit obligation | | | 23.2 | | | 14.9 | | | 8.3 | | | 3.8 | | | 5.7 | | | (1.9) | | | (1.4) | | | (1.9) | | | 0.5 |
- Experience | | | (5.3) | | | — | | | (5.3) | | | 6.7 | | | — | | | 6.7 | | | (0.3) | | | — | | | (0.3) |
- Financial assumptions | | | (0.3) | | | — | | | (0.3) | | | (1.9) | | | — | | | (1.9) | | | (1.1) | | | — | | | (1.1) |
- Demographic assumptions | | | 28.8 | | | — | | | 28.8 | | | (1.0) | | | — | | | (1.0) | | | — | | | — | | | — |
Actuarial gain (loss) on plan assets | | | — | | | 14.9 | | | (14.9) | | | — | | | 5.7 | | | (5.7) | | | — | | | (1.9) | | | 1.9 |
Contributions and benefits paid | | | (9.5) | | | (2.7) | | | (6.8) | | | (11.3) | | | (2.6) | | | (8.7) | | | (13.8) | | | (2.3) | | | (11.5) |
Contributions by employer | | | — | | | 1.4 | | | (1.4) | | | — | | | 1.4 | | | (1.4) | | | — | | | 1.4 | | | (1.4) |
Benefits paid by employer | | | (5.4) | | | — | | | (5.4) | | | (7.3) | | | — | | | (7.3) | | | (10.1) | | | — | | | (10.1) |
Benefits paid from plan assets | | | (4.1) | | | (4.1) | | | — | | | (4.0) | | | (4.0) | | | — | | | (3.7) | | | (3.7) | | | — |
Exchange difference and other | | | 1.8 | | | 0.1 | | | 1.7 | | | 4.1 | | | 1.7 | | | 2.4 | | | (7.6) | | | (2.7) | | | (4.9) |
As of December 31 | | | €256.5 | | | €123.3 | | | €133.2 | | | €223.9 | | | €109.1 | | | €114.8 | | | €215.3 | | | €102.4 | | | €112.9 |
| | Discount Rate | | | Future Salary Increase (above Inflation Rate) | | | Healthcare Cost Increase Rate | | | Inflation Rate | |
December 31, 2019 | | | From 0.60% to 2.70% | | | From 2.10% to 3.60% | | | NA | | | From 1.60% to 2.10% |
December 31, 2018 | | | From 1.30% to 3.80% | | | From 1.90% to 3.70% | | | NA | | | From 1.70% to 2.30% |
December 31, 2017 | | | From 1.30% to 3.10% | | | From 1.80% to 3.70% | | | NA | | | From 1.70% to 2.80% |
(In millions) | | | As of December 31, 2018 | | | Increase | | | Used Reversals | | | Unused Reversals | | | Other | | | As of December 31, 2019 |
Litigation | | | €4.9 | | | €3.7 | | | €(1.9) | | | €— | | | €— | | | €6.7 |
Restructuring Obligations | | | — | | | 1.8 | | | (0.3) | | | (1.8) | | | 6.1 | | | 5.8 |
Provisions for claims | | | 5.6 | | | 2.2 | | | — | | | — | | | (0.1) | | | 7.7 |
Other non-current provisions | | | 22.0 | | | 2.1 | | | (4.6) | | | (0.1) | | | (12.4) | | | 7.0 |
Total non-current provisions | | | 32.5 | | | 9.8 | | | (6.8) | | | (1.9) | | | (6.4) | | | 27.2 |
Contingencies related to contracts | | | 38.5 | | | 8.4 | | | (4.6) | | | (5.5) | | | 0.5 | | | 37.3 |
Litigation | | | 302.7 | | | 0.1 | | | (259.8) | | | — | | | 18.8 | | | 61.8 |
Restructuring Obligations(1) | | | — | | | — | | | (2.2) | | | — | | | 4.5 | | | 2.3 |
Provisions for claims | | | 13.3 | | | 5.0 | | | (18.0) | | | — | | | — | | | 0.3 |
Other current provisions | | | 43.7 | | | 16.7 | | | (11.2) | | | (13.5) | | | (24.4) | | | 11.3 |
Total current provisions | | | 398.2 | | | 30.2 | | | (295.8) | | | (19.0) | | | (0.6) | | | 113.0 |
Total provisions | | | €430.7 | | | €40.0 | | | €(302.6) | | | €(20.9) | | | €(7.0) | | | €140.2 |
(In millions) | | | As of December 31, 2017 | | | Increase | | | Used Reversals | | | Unused Reversals | | | Other | | | As of December 31, 2018 |
Litigation | | | €3.7 | | | €1.0 | | | €(0.9) | | | €— | | | €1.1 | | | €4.9 |
Provisions for claims | | | 8.2 | | | — | | | — | | | (2.6) | | | — | | | 5.6 |
Other non-current provisions | | | 30.0 | | | 14.1 | | | (22.6) | | | (9.2) | | | 9.7 | | | 22.0 |
Total non-current provisions | | | 41.9 | | | 15.1 | | | (23.5) | | | (11.8) | | | 10.8 | | | 32.5 |
Contingencies related to contracts(2) | | | 79.0 | | | 15.6 | | | (10.4) | | | (28.1) | | | (17.6) | | | 38.5 |
Litigation(1) | | | 23.0 | | | 224.7 | | | (0.1) | | | — | | | 55.1 | | | 302.7 |
Provisions for claims | | | 16.3 | | | — | | | (3.0) | | | — | | | — | | | 13.3 |
Other current provisions | | | 64.9 | | | 48.7 | | | (34.0) | | | (20.3) | | | (15.6) | | | 43.7 |
Total current provisions | | | 183.2 | | | 289.0 | | | (47.5) | | | (48.4) | | | 21.9 | | | 398.2 |
Total provisions | | | €225.1 | | | €304.1 | | | €(71.0) | | | €(60.2) | | | €32.7 | | | €430.7 |
(1) | A provision of €220.8 million was recorded in 2018 regarding the DOJ related to investigation of offshore platform projects awarded between 2003 and 2007, performed in Brazil by a joint venture company in which the Technip Energies Group was a minority participant, and also certain other projects performed by the members of the Technip Energies Group in Brazil between 2002 and 2013. Refer to Note 22 for detailed description. |
(2) | Provisions recognized on contingencies on contracts are related to claims on completed contracts. |
(In millions) | | | As of January 01, 2017 | | | Increase | | | Used Reversals | | | Unused Reversals | | | Other | | | As of December 31, 2017 |
Litigation | | | €2.3 | | | €0.8 | | | €(0.2) | | | €— | | | €0.8 | | | €3.7 |
Provisions for claims | | | 22.9 | | | 0.1 | | | (14.8) | | | — | | | — | | | 8.2 |
Other non-current provisions | | | 70.0 | | | 7.1 | | | (30.6) | | | (7.4) | | | (9.1) | | | 30.0 |
Total non-current provisions | | | 95.2 | | | 8.0 | | | (45.6) | | | (7.4) | | | (8.3) | | | 41.9 |
Contingencies related to contracts(1) | | | 208.8 | | | 22.7 | | | (21.8) | | | (117.3) | | | (13.4) | | | 79.0 |
Litigation | | | 27.3 | | | 3.2 | | | — | | | (3.3) | | | (4.2) | | | 23.0 |
Provisions for claims | | | 24.4 | | | 10.8 | | | (18.8) | | | — | | | (0.1) | | | 16.3 |
Other current provisions | | | 60.1 | | | 50.1 | | | (13.0) | | | (13.0) | | | (19.3) | | | 64.9 |
Total current provisions | | | 320.6 | | | 86.8 | | | (53.6) | | | (133.6) | | | (37.0) | | | 183.2 |
Total provisions | | | €415.8 | | | €94.8 | | | €(99.2) | | | €(141.0) | | | €(45.3) | | | €225.1 |
(1) | Provisions recognized on contingencies on contracts which maturity cannot be precisely determined are usually presented in the less than one-year category. |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Redeemable financial liabilities | | | €115.0 | | | €151.1 | | | €58.1 |
Current financial liabilities at FVTPL, total | | | 115.0 | | | 151.1 | | | 58.1 |
Accruals on completed contracts | | | 65.7 | | | 67.1 | | | 106.8 |
Other taxes payable | | | 82.6 | | | 106.3 | | | 105.1 |
Social security liability | | | 36.9 | | | 34.8 | | | 36.3 |
Payables on litigation settlement(1) | | | 59.7 | | | — | | | — |
Other | | | 36.6 | | | 71.0 | | | 90.2 |
Other current liabilities, total | | | 281.5 | | | 279.2 | | | 338.4 |
Total other current liabilities | | | €396.5 | | | €430.3 | | | €396.5 |
(1) | As part of this resolution, we entered into a three-year Deferred Prosecution Agreement. Refer to Note 22 for detailed description. The remaining unpaid balance pursuant to the Deferred Prosecution Agreement was reversed from provisions and recorded in other current liabilities and other non-current liabilities. |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Redeemable financial liabilities | | | €124.3 | | | €205.7 | | | €202.0 |
Non-current financial liabilities at FVTPL, total | | | 124.3 | | | 205.7 | | | 202.0 |
Subsidies | | | 3.2 | | | 3.6 | | | 3.7 |
Payables on litigation settlement | | | 59.7 | | | — | | | — |
Other | | | 32.5 | | | 56.8 | | | 37.8 |
Other non-current liabilities, total | | | 95.4 | | | 60.4 | | | 41.5 |
Total other non-current liabilities | | | €219.7 | | | €266.1 | | | €243.5 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Financial guarantees(a) | | | €148.8 | | | €162.1 | | | €164.5 |
Performance guarantees(b) | | | 3,560.1 | | | 2,555.4 | | | 2,231.1 |
Maximum potential undiscounted payments | | | €3,708.9 | | | €2,717.5 | | | €2,395.6 |
(a) | Financial guarantees represent contracts that contingently require a guarantor to make payments to a guaranteed party based on changes in an underlying agreement that is related to an asset, a liability, or an equity security of the guaranteed party. These tend to be drawn down only if there is a failure to fulfill financial obligations. |
(b) | Performance guarantees represent contracts that contingently require a guarantor to make payments to a guaranteed party based on another entity’s failure to perform under a nonfinancial obligating agreement. Events that trigger payment are performance-related, such as failure to ship a product or provide a service. |
| | December 31, 2019 | ||||||||||
| | Analysis by Category of Financial Instruments | ||||||||||
(In millions) | | | Carrying Amount | | | At Fair Value through Profit or Loss | | | Assets/Liabilities at Amortized cost | | | At Fair Value through OCI |
Trade receivables, net | | | €928.5 | | | €— | | | €928.5 | | | — |
Other financial assets | | | 47.0 | | | 25.8 | | | 21.2 | | | — |
Derivative financial instruments | | | 16.4 | | | 7.2 | | | — | | | 9.2 |
Cash and cash equivalents | | | 3,563.7 | | | 3,563.7 | | | — | | | — |
Due from TechnipFMC - Trade receivable | | | 14.9 | | | — | | | 14.9 | | | — |
Due from TechnipFMC - Loans | | | 1.1 | | | — | | | 1.1 | | | — |
Total financial assets | | | €4,571.6 | | | €3,596.7 | | | 965.7 | | | €9.2 |
Other current financial liabilities | | | 115.0 | | | 115.0 | | | — | | | — |
Short-term debt | | | 583.4 | | | — | | | 583.4 | | | — |
Accounts payable, trade | | | 1,199.3 | | | — | | | 1,199.3 | | | — |
Derivative financial instruments | | | 55.9 | | | — | | | — | | | 55.9 |
Other non-current financial liabilities | | | 124.5 | | | 124.5 | | | — | | | — |
Due to TechnipFMC - Trade payable | | | 20.3 | | | — | | | 20.3 | | | — |
Due to TechnipFMC - Loans | | | 4.6 | | | — | | | 4.6 | | | — |
Total financial liabilities | | | €2,103.0 | | | €239.5 | | | €1,807.6 | | | €55.9 |
| | December 31, 2018 | ||||||||||
| | Analysis by Category of Financial Instruments | ||||||||||
(In millions) | | | Carrying Amount | | | At Fair Value through Profit or Loss | | | Assets/Liabilities at Amortized cost | | | At Fair Value through OCI |
Trade receivables, net | | | €1,094.9 | | | €— | | | €1,094.9 | | | €— |
Other financial assets | | | 39.7 | | | 15.8 | | | 23.9 | | | — |
Derivative financial instruments | | | 10.8 | | | — | | | — | | | 10.8 |
Cash and cash equivalents | | | 3,669.6 | | | 3,669.6 | | | — | | | — |
Due from TechnipFMC - Trade receivable | | | 23.0 | | | — | | | 23.0 | | | — |
Due from TechnipFMC - Loans | | | 0.8 | | | — | | | 0.8 | | | — |
Total financial assets | | | €4,838.8 | | | €3,685.4 | | | €1,142.6 | | | €10.8 |
Other current financial liabilities | | | 151.1 | | | 151.1 | | | — | | | — |
Short-term debt | | | 630.0 | | | — | | | 630.0 | | | — |
Accounts payable, trade | | | 1,132.3 | | | — | | | 1,132.3 | | | — |
Derivative financial instruments | | | 37.6 | | | 2.7 | | | — | | | 34.9 |
Other non-current financial liabilities | | | 205.7 | | | 205.7 | | | — | | | — |
Due to TechnipFMC - Trade payable | | | 74.8 | | | — | | | 74.8 | | | — |
Due to TechnipFMC - Loans | | | 23.6 | | | — | | | 23.6 | | | — |
Due to TechnipFMC - Dividends | | | 17.8 | | | — | | | 17.8 | | | — |
Total financial liabilities | | | €2,272.9 | | | €359.5 | | | €1,878.5 | | | €34.9 |
| | December 31, 2017 | ||||||||||||||||
| | Analysis by Category of Financial Instruments | ||||||||||||||||
(In millions) | | | Carrying Amount | | | At Fair Value through Profit or Loss | | | Loans and Receivables | | | Available- for-Sale Financial Assets | | | Liabilities at Amortized Cost | | | Derivative Instruments |
Other financial assets | | | €24.1 | | | €— | | | €24.1 | | | €— | | | €— | | | €— |
Available-for-sale financial assets | | | 23.0 | | | — | | | — | | | 23.0 | | | — | | | — |
Derivative financial instruments | | | 19.1 | | | — | | | — | | | — | | | — | | | 19.1 |
Trade receivables, net | | | 660.4 | | | — | | | 660.4 | | | — | | | — | | | — |
Cash and cash equivalents | | | 4,058.7 | | | 4,058.7 | | | — | | | — | | | — | | | — |
Due from TechnipFMC - Trade receivable | | | 22.8 | | | — | | | 22.8 | | | — | | | — | | | — |
Due from TechnipFMC - Loans | | | 1.4 | | | — | | | 1.4 | | | — | | | — | | | — |
Total financial assets | | | €4,809.5 | | | €4,058.7 | | | €708.7 | | | €23.0 | | | €— | | | €19.1 |
Other non-current liabilities | | | 202.0 | | | 202.0 | | | — | | | — | | | — | | | — |
Short-term debt | | | 718.3 | | | — | | | — | | | — | | | 718.3 | | | — |
Accounts payable, trade | | | 1,878.1 | | | — | | | — | | | — | | | 1,878.1 | | | — |
Derivative financial instruments | | | 1.0 | | | — | | | — | | | — | | | — | | | 1.0 |
Other current financial liabilities | | | 58.1 | | | 58.1 | | | — | | | — | | | — | | | — |
Due to TechnipFMC - Trade payable | | | 26.8 | | | — | | | — | | | — | | | 26.8 | | | — |
Due to TechnipFMC - Loans | | | 37.9 | | | — | | | — | | | — | | | 37.9 | | | — |
Total financial liabilities | | | €2,922.2 | | | €260.1 | | | €— | | | €— | | | €2,661.1 | | | €1.0 |
(In millions) | | | December 31, 2019 | |||||||||
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments: | | | | | | | | | ||||
Nonqualified plan: | | | | | | | | | ||||
Traded securities | | | €25.8 | | | €— | | | €— | | | €25.8 |
Money market fund | | | — | | | — | | | — | | | — |
Stable value fund (2) | | | — | | | — | | | — | | | — |
Held-to-maturity debt securities | | | — | | | — | | | — | | | — |
Derivative financial instruments: | | | | | | | | | — | |||
Foreign exchange contracts | | | — | | | 16.5 | | | — | | | 16.5 |
Financial assets | | | €25.8 | | | €16.5 | | | €— | | | €42.3 |
Redeemable financial liability | | | €— | | | €— | | | €239.3 | | | €239.3 |
Derivative financial instruments: | | | | | | | | | — | |||
Foreign exchange contracts | | | — | | | 55.9 | | | — | | | 55.9 |
Financial liabilities | | | €— | | | €55.9 | | | €239.3 | | | €295.2 |
(In millions) | | | December 31, 2018 | |||||||||
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments: | | | | | | | | | ||||
Traded securities | | | €15.8 | | | €— | | | €— | | | €15.8 |
Derivative financial instruments: | | | | | | | | | ||||
Foreign exchange contracts | | | — | | | 10.8 | | | — | | | 10.8 |
Financial assets | | | €15.8 | | | €10.8 | | | €— | | | €26.6 |
Redeemable financial liability | | | €— | | | €— | | | €356.8 | | | €356.8 |
Derivative financial instruments: | | | | | | | | | ||||
Foreign exchange contracts | | | — | | | 37.6 | | | — | | | 37.6 |
Financial liabilities | | | €— | | | €37.6 | | | €356.8 | | | €394.4 |
(In millions) | | | December 31, 2017 | |||||||||
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments: | | | | | | | | | ||||
Available-for-sale securities | | | €23.5 | | | €— | | | €— | | | €23.5 |
Derivative financial instruments: | | | | | | | | | ||||
Foreign exchange contracts | | | — | | | 19.1 | | | — | | | 19.1 |
Financial assets | | | €23.5 | | | €19.1 | | | €— | | | €42.6 |
Redeemable financial liability | | | €— | | | €— | | | €260.1 | | | €260.1 |
Derivative financial instruments: | | | | | | | | | ||||
Foreign exchange contracts | | | — | | | 1.0 | | | — | | | 1.0 |
Financial liabilities | | | €— | | | €1.0 | | | €260.1 | | | €261.1 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Balance at January 1 | | | €356.8 | | | €260.1 | | | €165.8 |
Expense recognized in statement of income | | | 377.9 | | | 273.8 | | | 261.0 |
Settlements of mandatorily redeemable financial liability | | | (502.7) | | | (191.8) | | | (139.4) |
Acquisition | | | — | | | — | | | — |
Net foreign exchange differences | | | 7,3 | | | 14.7 | | | (27.3) |
Balance at December 31 | | | €239.3 | | | €356.8 | | | €260.1 |
| | 2019 | | | 2018 | | | 2017 | ||||||||||
| | Net Notional Amount Bought (Sold) | | | Net Notional Amount Bought (Sold) | | | Net Notional Amount Bought (Sold) | ||||||||||
(In millions) | | | | | EUR Equivalent | | | | | EUR Equivalent | | | | | EUR Equivalent | |||
Australian dollar | | | 189.9 | | | 118.7 | | | 204.9 | | | 126.3 | | | 150.0 | | | 97.7 |
Mexican peso | | | (300.0) | | | (14.1) | | | (250.0) | | | (11.1) | | | (163.0) | | | (6.9) |
British pound | | | (204.1) | | | (239.8) | | | (208.9) | | | (233.6) | | | (101.0) | | | (113.8) |
Canadian dollar | | | (5.0) | | | (3.4) | | | (9.0) | | | (5.8) | | | (3.0) | | | (2.0) |
Euro | | | 737.3 | | | 737.3 | | | 522.0 | | | 522.0 | | | 97.3 | | | 97.3 |
Malaysian ringgit | | | 359.0 | | | 78.1 | | | 396.8 | | | 83.9 | | | 4.0 | | | 0.8 |
Norwegian krone | | | 426.1 | | | 43.2 | | | 223.2 | | | 22.4 | | | (280.0) | | | (28.5) |
Singapore dollar | | | 1.6 | | | 1.1 | | | 5.4 | | | 3.5 | | | — | | | — |
Japanese yen | | | 4,376.7 | | | 35.9 | | | 8,158.1 | | | 64.9 | | | (689.0) | | | (5.1) |
U.S. dollar | | | (823.2) | | | (733.0) | | | (522.8) | | | (456.6) | | | (332.2) | | | (277.0) |
| | December 31, 2019 | | | December 31, 2018 | | | December 31, 2017 | ||||||||||
(In millions) | | | Assets | | | Liabilities | | | Assets | | | Liabilities | | | Assets | | | Liabilities |
Derivatives designated as hedging instruments | | | | | | | | | | | | | ||||||
Foreign exchange contracts | | | | | | | | | | | | | ||||||
Current - Derivative financial instruments | | | €7.9 | | | €42.2 | | | €7.7 | | | €20.8 | | | €10.0 | | | €0.8 |
Long-term - Derivative financial instruments | | | €1.4 | | | €13.7 | | | €3.1 | | | €14.1 | | | €6.3 | | | €0.2 |
Total derivatives designated as hedging instruments | | | €9.3 | | | €55.9 | | | €10.8 | | | €34.9 | | | €16.3 | | | €1.0 |
Derivatives not designated as hedging instruments | | | | | | | | | | | | | ||||||
Foreign exchange contracts | | | | | | | | | | | | | ||||||
Current - Derivative financial instruments | | | 7.1 | | | — | | | — | | | 2.7 | | | 2.8 | | | — |
Long-term - Derivative financial instruments | | | | | | | — | | | — | | | — | | | — | ||
Total derivatives not designated as hedging instruments | | | 7.1 | | | — | | | — | | | 2.7 | | | 2.8 | | | — |
Total derivatives | | | €16.4 | | | €55.9 | | | €10.8 | | | €37.6 | | | €19.1 | | | €1.0 |
| | Gain (Loss) recognized in OCI (Effective Portion) | |||||||
| | Year Ended December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Foreign exchange contracts | | | €(1.0) | | | €(23.5) | | | €10.3 |
Location of cash flow hedge gain (loss) reclassified from accumulated OCI into profit (loss) | | | Gain (Loss) reclassified from accumulated OCI into profit (loss) (Effective portion) | ||||||
| | Year Ended December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Foreign exchange contracts | | | | | | | |||
Other income (expense), net | | | €(5.0) | | | €7.7 | | | €(8.5) |
Total | | | €(5.0) | | | €7.7 | | | €(8.5) |
Location of cash flow hedge gain (loss) recognized in profit (loss) | | | Gain (Loss) recognized in profit (loss) (Ineffective portion and amount excluded from effectiveness testing) | ||||||
| | Year Ended December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Foreign exchange contracts | | | | | | | |||
Other income (expense), net | | | €(18.0) | | | €(13.8) | | | €0.6 |
Total | | | €(18.0) | | | €(13.8) | | | €0.6 |
Location of gain (loss) recognized in profit (loss) | | | Gain (Loss) recognized in profit (loss) on derivatives (Instruments not designated as hedging instruments) | ||||||
| | Year Ended December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Foreign exchange contracts | | | | | | | |||
Other income (expense), net | | | €10.0 | | | € (5.4) | | | €2.8 |
Total | | | €10.0 | | | € (5.4) | | | €2.8 |
| | December 31, 2019 | | | December 31, 2018 | | | December 31, 2017 | |||||||||||||||||||
(In millions) | | | Gross Amount Recognized | | | Gross Amounts Not Offset Permitted Under Master Netting Agreements | | | Net Amount | | | Gross Amount Recognized | | | Gross Amounts Not Offset Permitted Under Master Netting Agreements | | | Net Amount | | | Gross Amount Recognized | | | Gross Amounts Not Offset Permitted Under Master Netting Agreements | | | Net Amount |
Derivative assets | | | €16.4 | | | € (8.5) | | | €7.9 | | | €10.8 | | | € (5.2) | | | €5.6 | | | €19.1 | | | € (0.6) | | | €18.5 |
Derivative liabilities | | | €55.9 | | | € (8.5) | | | €47.4 | | | €37.6 | | | € (5.2) | | | €32.4 | | | €1.0 | | | € (0.6) | | | €0.4 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
TP JGC Coral France SNC | | | €35.6 | | | €27.5 | | | €35.4 |
TTSJV WLL | | | 19.9 | | | — | | | — |
Others | | | 3.1 | | | 2.6 | | | 6.6 |
Total trade receivables | | | €58.6 | | | €30.1 | | | €42.0 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Chiyoda | | | €22.1 | | | €61.1 | | | €42.3 |
JGC Corporation | | | 13.4 | | | 60.7 | | | 45.6 |
Others | | | 2.5 | | | 1.8 | | | 3.9 |
Total trade payables | | | €38.0 | | | €123.6 | | | €91.8 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
TTSJV WLL | | | €113.9 | | | €— | | | €— |
TP JGC Coral France SNC | | | 98.3 | | | 94.4 | | | 59.4 |
Anadarko Petroleum Company | | | 13.9 | | | 3.1 | | | — |
Others | | | 1.6 | | | 14.1 | | | 2.2 |
Total revenue | | | €227.7 | | | €111.6 | | | €61.6 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
JGC Corporation | | | €18.6 | | | €68.9 | | | €44.0 |
Chiyoda | | | 22.4 | | | 45.0 | | | 41.8 |
Institut français du pétrole (IFP) | | | — | | | — | | | — |
Others | | | 5.3 | | | 25.6 | | | 2.0 |
Total expenses | | | €46.3 | | | €139.5 | | | €87.8 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Corporate allocations | | | €322.8 | | | €314.7 | | | €171.8 |
Changes in the cash pooling balances | | | 51.3 | | | (78.2) | | | (1,029.0) |
Goodwill | | | — | | | — | | | 1,479.6 |
Dividends declared and cash settled to TechnipFMC | | | (527.8) | | | (232.8) | | | (74.3) |
Net assets from/(to) parent for combinations and divestitures | | | — | | | (54.0) | | | 39.9 |
Non-monetary (dividend to)/distribution from TechnipFMC | | | 147.5 | | | (379.9) | | | (60.8) |
Total net contributions from / (distributions to) TechnipFMC per combined statements of changes in invested equity | | | €(6.1) | | | € (430.1) | | | €527.2 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Net contributions from / (distributions to) TechnipFMC per combined statements of changes in invested equity | | | €(6.1) | | | €(430.1) | | | €527.2 |
Corporate allocations | | | (322.8) | | | (314.7) | | | (171.8) |
Goodwill | | | — | | | — | | | (1,479.6) |
Net assets from/(to) parent for combinations and divestitures | | | — | | | 54.0 | | | (39.9) |
Other | | | (84.0) | | | (6.4) | | | (17.0) |
Total net contributions from / (distributions to) TechnipFMC per combined statements of cash flows | | | €(412.9) | | | €(697.2) | | | €(1,181.1) |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Trade receivable | | | €14.9 | | | €23.0 | | | €22.8 |
Loans due from TechnipFMC | | | 1.1 | | | 0.8 | | | 1.4 |
Total financial assets due from TechnipFMC | | | €16.0 | | | €23.8 | | | €24.2 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Trade payables | | | €20.3 | | | €74.8 | | | €26.8 |
Loans due to TechnipFMC | | | 4.6 | | | 23.6 | | | 37.9 |
Dividends due to TechnipFMC | | | — | | | 17.8 | | | — |
Total financial liabilities due to TechnipFMC | | | €24.9 | | | €116.2 | | | €64.7 |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Revenue | | | €48.4 | | | €67.9 | | | €32.7 |
Expenses | | | 24.3 | | | 46.3 | | | 65.1 |
Dividends Income | | | €— | | | €6.1 | | | €— |
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Salaries, bonuses and fringe benefits | | | €0.5 | | | €0.5 | | | €0.5 |
Taxable benefits | | | — | | | 0.1 | | | 0.1 |
Annual incentive | | | 1.2 | | | 0.9 | | | 1.1 |
Long-term incentive awards | | | 1.6 | | | 4.0 | | | 4.2 |
Pension related benefits | | | 0.1 | | | 0.1 | | | 0.1 |
Total | | | €3.4 | | | €5.6 | | | €6.0 |
(In millions) | | | Amount | | | Debt Outstanding | | | Commercial Paper Outstanding | | | Letters of Credit | | | Unused Capacity | | | Maturity |
Five-year revolving credit facility | | | €1,000.0 | | | €— | | | €580.0 | | | €— | | | €420.0 | | | January 2023 |
(In millions) | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | 2025 and beyond | | | Total |
Debt | | | €581.8 | | | €— | | | €— | | | €— | | | €— | | | €— | | | €581.8 |
Accounts payable, trade | | | 1,199.3 | | | — | | | — | | | — | | | — | | | — | | | 1,199.3 |
Derivative financial instruments | | | 42.2 | | | 8.7 | | | 4.5 | | | 0.6 | | | — | | | — | | | 56.0 |
Redeemable financial liability | | | 123.5 | | | 106.7 | | | 57.9 | | | 35.6 | | | 13.4 | | | — | | | 337.1 |
Due to TechnipFMC - Trade payable | | | 20.3 | | | — | | | — | | | — | | | — | | | — | | | 20.3 |
Due to TechnipFMC - Loans | | | 4.6 | | | — | | | — | | | — | | | — | | | — | | | 4.6 |
Total financial liabilities as of December 31, 2019 | | | €1,971.7 | | | €115.4 | | | €62.4 | | | €36.2 | | | €13.4 | | | €— | | | €2,199.1 |
(In millions) | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 and beyond | | | Total |
Debt | | | €628.5 | | | €— | | | €— | | | €— | | | €— | | | €— | | | €628.5 |
Accounts payable, trade | | | 1,132.3 | | | — | | | — | | | — | | | — | | | — | | | 1,132.3 |
Derivative financial instruments | | | 23.3 | | | 10.4 | | | 2.0 | | | 1.4 | | | 0.2 | | | — | | | 37.3 |
Redeemable financial liability | | | 156.5 | | | 87.3 | | | 124.3 | | | 61.1 | | | 34.9 | | | 21.8 | | | 485.9 |
Due to TechnipFMC - Trade payable | | | 74.8 | | | — | | | — | | | — | | | — | | | — | | | 74.8 |
Due to TechnipFMC - Loans | | | 23.6 | | | — | | | — | | | — | | | — | | | — | | | 23.6 |
Total financial liabilities as of December 31, 2018 | | | €2,039.0 | | | €97.7 | | | €126.3 | | | €62.5 | | | €35.1 | | | €21.8 | | | €2,382.4 |
(In millions) | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 and beyond | | | Total |
Debt | | | €716.4 | | | €— | | | €— | | | €— | | | €— | | | €— | | | €716.4 |
Accounts payable, trade | | | 1,878.1 | | | — | | | — | | | — | | | — | | | — | | | 1,878.1 |
Derivative financial instruments | | | 1.0 | | | — | | | — | | | — | | | 0.1 | | | — | | | 1.1 |
Redeemable financial liability | | | 64.6 | | | 83.4 | | | 83.4 | | | 62.5 | | | 37.5 | | | 39.0 | | | 370.4 |
Due to TechnipFMC - Trade payable | | | 26.8 | | | — | | | — | | | — | | | — | | | — | | | 26.8 |
Due to TechnipFMC - Loans | | | 37.9 | | | — | | | — | | | — | | | — | | | — | | | 37.9 |
Total financial liabilities as of December 31, 2017 | | | €2,724.8 | | | €83.4 | | | €83.4 | | | €62.5 | | | €37.6 | | | €39.0 | | | €3,030.7 |
| | December 31, | |||||||
(In millions) | | | 2019 | | | 2018 | | | 2017 |
Commercial paper (Note 17) | | | €580.0 | | | €630.0 | | | €718.0 |
Bank borrowings and other (Note 17) | | | 3.4 | | | — | | | 0.3 |
Loans due to TechnipFMC (Note 25) | | | €4.6 | | | €23.6 | | | €37.9 |
Total debt | | | €588.0 | | | €653.6 | | | €756.2 |
| | December 31, 2019 | ||||||||||||||||
| | Days past due | | | | | ||||||||||||
(In millions) | | | Current | | | Less than 3 months | | | 3 to 12 months | | | Over 1 year | | | Total Trade Receivables | | | Contract Assets |
Net carrying amount | | | €632.1 | | | €117.0 | | | €11.4 | | | €168.0 | | | €928.5 | | | €389.3 |
Weighted average expected credit loss rate | | | — | | | — | | | — | | | — | | | 0.16% | | | 0.16% |
| | December 31, 2018 | ||||||||||||||||
| | Days past due | | | | | ||||||||||||
(In millions) | | | Current | | | Less than 3 months | | | 3 to 12 months | | | Over 1 year | | | Total Trade Receivables | | | Contract Assets |
Net carrying amount | | | 766.9 | | | €88.5 | | | €60.6 | | | €178.9 | | | €1,094.9 | | | €272.0 |
Weighted average expected credit loss rate | | | — | | | — | | | — | | | — | | | 0.14% | | | 0.14% |
| | January 1, 2018 | ||||||||||||||||
| | Days past due | | | | | ||||||||||||
(In millions) | | | Current | | | Less than 3 months | | | 3 to 12 months | | | Over 1 year | | | Total Trade Receivables | | | Contract Assets |
Net carrying amount | | | 389.6 | | | €100.7 | | | €55.2 | | | €113.6 | | | €659.1 | | | €444.0 |
Weighted average expected credit loss rate | | | — | | | — | | | — | | | — | | | 0.12% | | | 0.12% |
Company Name | | | Address | | | Interest held in % as of December 31, 2019 |
AUSTRALIA | | | | | ||
Genesis Oil & Gas Consultants (Pty) Ltd | | | 1120 Hay St, West Perth WA 6005 | | | 100 |
| | | | |||
BELARUS | | | | | ||
Technip Bel | | | Pobediteley avenue, 17, room 1009 220004 Minsk | | | 100 |
| | | | |||
BRAZIL | | | | | ||
Cybernetix Produtos E Serviços Do Brasil Ltda. | | | Rua Dom Marcos Barbosa, nº 2, sala 402 20211-178 Rio de Janeiro | | | 100 |
Genesis Oil & Gas Brasil Engenharia Ltda. | | | Rua Paulo Emídio Barbosa, 485, quadra 4 (parte), Cidade Universitária cidade e estado do Rio de Janeiro, CEP: 21941-615 | | | 100 |
| | | | |||
CHINA | | | | | ||
Shanghai Technip Trading Company | | | 10th Floor - Yunhai Mansion 200031 Shanghai | | | 100 |
Technip Chemical Engineering (Tianjin) Co., Ltd. | | | 10th Floor - Yunhai Mansion 200031 Shanghai | | | 100 |
Technip Engineering Consultant (Shanghai) Co., Ltd | | | 10th Floor - Yunhai Mansion 200031 Shanghai | | | 100 |
| | | | |||
FRANCE | | | | | ||
Clecel SAS | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 100 |
Consorcio Intep SNC | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 90 |
Cybernetix SAS | | | Technopôle de Château-Gombert 13382 Marseille Cedex 13 | | | 100 |
Cyxplus SAS | | | Technopôle de Château-Gombert 13382 Marseille Cedex 13 | | | 100 |
Gydan LNG SNC | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 84 |
GYGAZ SNC | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 84.85 |
Middle East Projects International (Technip Mepi) | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 100 |
Safrel SAS | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 100 |
SCI les Bessons | | | Technopôle de Château-Gombert 13382 Marseille Cedex 13 | | | 100 |
Technip Corporate Services SAS | | | 6-8 Allée de l'Arche - Faubourg de l'Arche - ZAC Danton 92400 Courbevoie | | | 100 |
Technip Eurocash SNC | | | 6-8 Allée de l'Arche - Faubourg de l'Arche - ZAC Danton 92400 Courbevoie | | | 100 |
Technip France SA | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 100 |
Technip Ingenierie Defense SAS | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 100 |
Technip Normandie SAS | | | 14 rue Linus Carl Pauling PAT La Vatine 76130 Mont-Saint-Aignan | | | 100 |
Technipnet SAS | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 100 |
Yamal Services SAS(1) | | | 6-8 Allée de l'Arche - Faubourg de l'Arche - ZAC Danton 92400 Courbevoie | | | 50 |
Yamgaz SNC(2) | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 50 |
FMC Loading Systems SAS | | | Route des Clérimois - 89100 Sens | | | 100 |
| | | | |||
GERMANY | | | | | ||
Technip Offshore Wind Germany - GmbH | | | Friesstrasse 20 60388 Frankfurt am Main | | | 100 |
Technip Zimmer GmbH | | | Friesstrasse 20 60388 Frankfurt am Main | | | 100 |
Company Name | | | Address | | | Interest held in % as of December 31, 2019 |
| | | | |||
INDIA | | | | | ||
Technip Global Business Services Private Limited | | | 9th Floor, World Trade Tower (WTT) Tower-B C-1, Sector 16, Noida - 201301, U.P 201301 Noida | | | 100 |
Technip India Limited | | | B-22, Okhla Phase, 1 Industrial Area 110020 New Delhi | | | 100 |
| | | | |||
ITALY | | | | | ||
Consorzio Technip Italy Procurement Services - TIPS | | | 68, Viale Castello della Magliana 00148 Rome | | | 100 |
Technip Italy Direzione Lavori S.P.A. | | | 68, Viale Castello della Magliana 00148 Rome | | | 100 |
Technip Italy S.P.A. | | | 68, Viale Castello della Magliana 00148 Rome | | | 100 |
TPL - Tecnologie Progetti | | | | | ||
Lavori S.P.A. In Liquidazione | | | 68, Viale Castello della Magliana 00148 Rome | | | 100 |
| | | | |||
MALAYSIA | | | | | ||
Genesis Oil & Gas Consultants Malaysia Sdn. Bhd. | | | Suite 13.03, 13th Floor 207 Jalan Tun Razak 50400 Kuala Lumpur | | | 100 |
Technip Far East Sdn Bhd | | | Suite 13.03, 13th Floor 207 Jalan Tun Razak Kuala Lumpur 50400 | | | 100 |
| | | | |||
MEXICO | | | | | ||
Technip De Mexico S. De R.L. De C.V. | | | Vasco de Quiroga 3000 Edificio Calakmul piso 6 Colonia Santa Fe CP 01210 México, D.F. México | | | 100 |
| | | | |||
MOZAMBIQUE | | | | | ||
FMC Technologies Mozambique Private Ltd | | | Distrito Urbano 1, Av. Zedquias Manganhela no 257, 5 Andar, | | | |
Maputo Cidade, Mozambique, Mozambique | | | 100 | | | |
| | | | |||
MYANMAR | | | | | ||
Technip Myanmar Co. Ltd | | | No. 18 G/F, Ground Floor Tha Pyay Nyo Street ,Shin Saw Pu Quarter Sanchaung Township 11201 | | | 100 |
| | | | |||
NETHERLANDS | | | | | ||
Technip Energies B.V. | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton - Danton - 92400 Courbevoie | | | 100 |
Technip Benelux B.V. | | | Afrikaweg 30 Zoetermeer 2713 AW | | | 100 |
Technip EPG B.V. | | | Barbizonlaan 50 Capelle aan den Ijssel 2908 ME | | | 100 |
Technip Oil & Gas B.V. | | | Afrikaweg 30 Zoetermeer 2713 AW | | | 100 |
| | | | |||
NEW-CALEDONIA - FRENCH OVERSEAS TERRITORY | | | | | ||
Technip Nouvelle-Caledonie | | | 27 bis Avenue du Maréchal Foch - Galerie CENTER FOCH - Centre-Ville B.P. 4460 98847 NOUMEA | | | 100 |
| | | | |||
NORWAY | | | | | ||
Genesis Oil And Gas Consultants Norway AS | | | Verksgata 1A 4013 Stavanger | | | 100 |
Inocean AS | | | Bryggegata 3 0250 Oslo | | | 51 |
Kanfa AS | | | Nye Vakas vei 80 1395 Hvalstad | | | 100 |
| | | | |||
PANAMA | | | | | ||
Technip Overseas S.A. | | | East 53rd Street Marbella, Humboldt Tower 2nd Floor Panama | | | 100 |
| | | | |||
POLAND | | | | | ||
Technip Polska Sp. Z o.o. | | | UI. Promyka 13/4 01-604 Warsaw | | | 100 |
| | | |
Company Name | | | Address | | | Interest held in % as of December 31, 2019 |
RUSSIAN FEDERATION | | | | | ||
Rus Technip LLC | | | Prechistenka, str. 40/2, building 1, office XXVII, 4th floor, 119034 Moscow | | | 51 |
Technip Rus LLC | | | 266 Litera O, Ligovsky Prospect 196084 St Petersburg | | | 99.98 |
| | | | |||
SAUDI ARABIA | | | | | ||
Technip Saudi Arabia Limited | | | Dhahran Center Building - 5th Floor, Suite #501 31952 Al-Khobar | | | 76 |
TPL Arabia | | | Dhahran Center Building - 5th Floor, Suite #501 31952 Al-Khobar | | | 90 |
| | | | |||
SINGAPORE | | | | | ||
Technip Energies Singapore Pte. Ltd. | | | 149 Gul Circle - 629605 Singapore | | | 100 |
SOUTH AFRICA | | | | | ||
Technip South Africa (Pty.) Ltd | | | 34 Monkor Road - Randpark Ridge Randburg 2194 | | | 100 |
| | | | |||
SPAIN | | | | | ||
Technip Iberia, S.A. | | | Building n° 8 - Floor 4th Plaça de la Pau s/n World Trade Center - Almeda Park - Cornellà de Llobregat 08940 Barcelone | | | 99.99 |
SWITZERLAND | | | | | ||
Engineering Re AG | | | Basteiplatz 7 8001 Zurich | | | 100 |
Technipetrol AG | | | Industriestrasse 13c CH-6304 Zug | | | 100 |
| | | | |||
THAILAND | | | | | ||
Technip Engineering (Thailand) Co. Ltd | | | 20th Floor - Suntowers Building A 123 Vibhavadee - Rangsit Road Chatuchak, Bangkok 10900 | | | 74 |
| | | | |||
UNITED ARAB EMIRATES | | | | | ||
Multi Phase Meters FZE | | | P. O. Box 262274, Jebel Ali Free Zone, Building LOB-14-Office 414, Dubai, United Arab Emirates, United Arab Emirates | | | 100 |
| | | | |||
UNITED KINGDOM | | | | | ||
Coflexip (UK) Ltd | | | One St Paul’s Churchyard London EC4M 8AP | | | 100 |
Cybernetix S.R.I.S. Limited | | | One St Paul’s Churchyard London EC4M 8AP | | | 100 |
Genesis Oil & Gas Consultants Ltd | | | One St Paul’s Churchyard London EC4M 8AP | | | 100 |
Genesis Oil And Gas Ltd | | | One St Paul’s Churchyard London EC4M 8AP | | | 100 |
Technip E&C Limited | | | One St Paul’s Churchyard London EC4M 8AP | | | 100 |
Technip PMC Services Limited | | | One St Paul’s Churchyard London EC4M 8AP | | | 100 |
TechnipFMC Holdings Limited | | | One St Paul’s Churchyard London EC4M 8AP | | | 100 |
| | | | |||
UNITED STATES | | | | | ||
Badger Licensing LLC | | | Corporation Service Company 251 Little Falls Drive Wilmington, DE 19808 | | | 100 |
Badger Technologies, LLC | | | c/o CT Corporation System 3867 Plaza Tower Baton Rouge, Louisiana, 70816 | | | 100 |
Badger Technology Holdings, LLC | | | c/o CT Corporation System 3867 Plaza Tower Baton Rouge, Louisiana, 70816 | | | 100 |
Deepwater Technologies Inc. | | | c/o The Corporation Trust Company 1209 Orange Street Wilmington, Delaware 19801 | | | 75 |
Technip E&C, Inc. | | | c/o CT Corporation System 1999 Bryan Street, Suite 900 Dallas, Texas 75201 | | | 100 |
Technip Energy & Chemicals International, Inc. | | | c/o CT Corporation System 3867 Plaza Tower Baton Rouge, Louisiana, 70816 | | | 100 |
Technip Process Technology, Inc. | | | c/o CT Corporation System 3867 Plaza Tower Baton Rouge, Louisiana, 70816 | | | 100 |
Technip S&W Abu Dhabi, Inc. | | | c/o CT Corporation System 3867 Plaza Tower Baton Rouge, Louisiana, 70816 | | | 100 |
Technip S&W International, Inc. | | | c/o CT Corporation System 3867 Plaza Tower Baton Rouge, Louisiana, 70816 | | | 100 |
Company Name | | | Address | | | Interest held in % as of December 31, 2019 |
Technip Stone & Webster Process Technology, Inc | | | c/o The Corporation Trust Company 1209 Orange Street Wilmington, Delaware 19801 | | | 100 |
Technip USA, Inc. | | | c/o The Corporation Trust Company 1209 Orange Street Wilmington, Delaware 19801 | | | 100 |
The Red Adair Company, L.L.C. | | | c/o CT Corporation System 3867 Plaza Tower Baton Rouge, Louisiana, 70816 | | | 100 |
| | | | |||
VENEZUELA | | | | | ||
Inversiones Dinsa, C.A. | | | Avenida Principal de La Urbina, calle 1 con calle 2 Centro Empresarial INECOM, piso 1, oficina 1-1 La Urbina, Minicipio Sucre 1070 Caracas | | | 100 |
Technip Velam, S.A. | | | Av. Principal con Calle 1 y Calle 2 Centro Empresarial Inecom Piso 1 - La Urbina 1060 Caracas | | | 100 |
| | | | |||
VIETNAM | | | | | ||
Technip Vietnam Co., Ltd. | | | 7F, Centec Tower Building 72-74 Nguyen Thi Minh Khai Street and 143-145B Hai Ba Trung Street, Ward 6, District 3, Ho Chi Minh City | | | 100 |
Company Name | | | Address | | | Interest held in % as of December 31, 2019 |
BAHRAIN | | | | | ||
TTSJV W.L.L. | | | Manama 323 | | | 36 |
| | | | |||
BOSNIA AND HERZEGOVINA | | | | | ||
Petrolinvest, D.D. Sarajevo | | | Tvornicka 3 71000 Sarajevo | | | 33 |
| | | | |||
BRAZIL | | | | | ||
FSTP Brasil Ltda. | | | Rua da Candelária, 65, sala 1615 20091-906 Rio de Janeiro | | | 25 |
| | | | |||
CHINA | | | | | ||
HQC - TP Co. Ltd | | | n° 7 Yinghuayuan Dongjie, Chaoyang District Pechino | | | 49 |
Yamgaz Corporate Management Consultant (Shanghai) Co. Ltd | | | Room 1602 and 1604, No. 1329 Middle Huaihai Road, Xuhui District, Shanghai | | | 50 |
| | | | |||
COLOMBIA | | | | | ||
Tipiel, S.A. | | | Calle 38 # 8-62 Piso 3 Santafe De Bogota D.C. | | | 45.1 |
| | | | |||
FRANCE | | | | | ||
Novarctic SNC | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 33.33 |
South Tambey LNG(2) | | | 5 place de la Pyramide 92088 La Défense Cedex | | | 50 |
TP JGC Coral France SNC | | | 6-8 Allée de l’Arche - Faubourg de l’Arche - ZAC Danton 92400 Courbevoie | | | 50 |
| | | | |||
INDONESIA | | | | | ||
PT Technip Engineering Indonesia | | | Metropolitan Tower, 15th Floor, JL. R. A. Kartini Kav. 14 (T.B Simatupang), Cilandak Jakarta Selatan 12430 | | | 48.51 |
| | | | |||
ITALY | | | | | ||
TP - HQC S.R.L. | | | 68, Viale Castello della Magliana 00148 Rome | | | 51 |
| | | |
Company Name | | | Address | | | Interest held in % as of December 31, 2019 |
KAZAKHSTAN | | | | | ||
TKJV LLP | | | Flat 33, Building 98Y, Road 3901, Block 939, Manama - Bahrain | | | 36 |
| | | | |||
MALAYSIA | | | | | ||
Technip Consultant (M) Sdn. Bhd | | | Suite 13.03, 13th Floor 207 Jalan Tun Razak 50400 Kuala Lumpur | | | 25 |
Technip Geoproduction (M) Sdn. Bhd. | | | Suite 13.03, 13th Floor 207 Jalan Tun Razak 50400 Kuala Lumpur | | | 31 |
Technip MHB Hull Engineering Sdn Bhd | | | Suite 13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia | | | 50 |
| | | | |||
MOZAMBIQUE | | | | | ||
TP JGC Coral Mozambique | | | Avenida Vladimir Lenine 1123 - 7º andar Edifício Topázio Maputo | | | 50 |
| | | | |||
NETHERLANDS | | | | | ||
Etileno XXI Holding B.V. | | | Kleine Houtweg 33 Haarlem 2012 CB | | | 50 |
Etileno XXI Services B.V. | | | Prins Bernhardplein 200 Amsterdam 1097 JB | | | 40 |
| | | | |||
NORWAY | | | | | ||
Marine Offshore AS | | | Vollsveien 17A 1327 Lysaker | | | 51 |
| | | | |||
PORTUGAL | | | | | ||
TSKJ - Serviços De Engenharia, Lda. | | | Avenida Arriaga, numero trinta Terceiro andar - H Freguesia da Sé, Concelho do Funchal 9000-064 Funchal | | | 25 |
| | | | |||
SAUDI ARABIA | | | | | ||
Technip Italy Spa & Dar Al Riyadh for Engineering Consulting | | | Khobar Business Gate, Tower B, 7th Floor, King Faisal Bin Abdul-Aziz Road, Al-Khobar, 34423, Saudi Arabia | | | 60 |
| | | | |||
SINGAPORE | | | | | ||
FSTP Pte Ltd | | | 50 Gul Road 629351 Singapore | | | 25 |
| | | | |||
THAILAND | | | | | ||
Technip (Thailand) Ltd | | | 20th Floor - Suntowers Building A 123 Vibhavadee - Rangsit Road Chatuchak, Bangkok 10900 | | | 49 |
| | | | |||
UNITED ARAB EMIRATES | | | | | ||
CTEP FZCO | | | Jebel Ali Free Zone - Office 10007 P.O. Box 261645 Dubai | | | 40 |
Yemgas FZCO | | | Office LB 15312 Jebel Ali Free Zone - Dubai | | | 33.33 |
| | | | |||
UNITED STATES | | | | | ||
Spars International Inc. | | | c/o CT Corporation System 1999 Bryan Street, Suite 900 Dallas, Texas 75201 USA | | | 50 |
(1) | TechnipFMC has an ownership interest in Yamal Services SAS of 150.002 shares (of a total outstanding 300.000 shares), or 50.0007%, and obtained a majority interest and voting control over Yamal Services SAS and consolidated the entity effective December 31, 2016. |
(2) | TFMC has an ownership interest in both Yamgaz SNC and South Tambey LNG of 200.002 shares (of total outstanding shares), or 50.0005%, and obtained a majority interest and voting control over Yamgaz SNC and South Tambey and consolidated both entities effective December 31, 2016. |
| | | | Six Months Ended June 30, | |||||
(In millions) | | | Note | | | 2020 | | | 2019 |
Revenue | | | 3 | | | € 2,829.4 | | | € 2,594.5 |
Costs and expenses: | | | | | | | |||
Cost of sales | | | | | 2,290.8 | | | 1,996.8 | |
Selling, general and administrative expense | | | | | 205.0 | | | 196.7 | |
Research and development expense | | | | | 20.4 | | | 16.2 | |
Impairment, restructuring and other expenses (income) | | | | | 35.8 | | | 17.3 | |
Merger transaction and integration costs | | | | | — | | | 10.5 | |
Total costs and expenses | | | | | 2,552.0 | | | 2,237.5 | |
Other income (expenses), net | | | | | (23.8) | | | (42.7) | |
Income from equity affiliates | | | | | 5.0 | | | 1.7 | |
Profit before financial expense, net and income taxes | | | | | 258.6 | | | 316.0 | |
Financial income | | | | | 13.5 | | | 39.1 | |
Financial expense | | | | | (88.6) | | | (208.9) | |
Profit before income taxes | | | | | 183.5 | | | 146.2 | |
Provision for income taxes | | | 12 | | | 68.5 | | | 80.0 |
Net profit | | | | | 115.0 | | | 66.2 | |
Net (profit) loss attributable to noncontrolling interests | | | | | (4.7) | | | 0.2 | |
Net profit attributable to owners of the Technip Energies Group | | | | | €110.3 | | | €66.4 |
| | Six Months Ended | ||||
(In millions) | | | June 30, 2020 | | | June 30, 2019 |
Net Profit | | | €115.0 | | | €66.2 |
Exchange differences on translating entities operating in foreign currency | | | 24.8 | | | (38.2) |
Reclassification adjustment for net gains included in net profit | | | 0.4 | | | 0.0 |
Cash-flow hedging | | | (15.6) | | | 11.7 |
Income tax effect | | | 5.2 | | | (5.5) |
Other comprehensive income (loss) to be reclassified to statement of income in subsequent years | | | 14.8 | | | (32.0) |
Actuarial gains (losses) on defined benefit plans | | | (0.1) | | | 0.2 |
Income tax effect | | | 0.1 | | | 0.1 |
Other comprehensive income (loss) not being reclassified to statement of income in subsequent years | | | — | | | 0.3 |
Other comprehensive income (loss), net of tax | | | 14.8 | | | (31.7) |
Comprehensive income | | | 129.8 | | | 34.5 |
Comprehensive (income) loss attributable to noncontrolling interest | | | (3.5) | | | 0.1 |
Comprehensive income attributable to owners of the Technip Energies Group | | | € 126.3 | | | €34.6 |
(In millions) | | | Note | | | June 30, 2020 | | | December 31, 2019 |
Assets | | | | | | | |||
Investments in equity affiliates | | | 6 | | | €51.0 | | | €53.1 |
Property, plant and equipment, net | | | | | 95.2 | | | 108.4 | |
Right-of-use asset | | | | | 229.3 | | | 233.3 | |
Goodwill | | | 7 | | | 2,206.8 | | | 2,199.2 |
Intangible assets, net | | | 7 | | | 112.1 | | | 114.1 |
Deferred income taxes | | | | | 165.0 | | | 206.3 | |
Derivative financial instruments | | | 13 | | | 0.9 | | | 1.4 |
Other financial assets | | | | | 49.6 | | | 47.0 | |
Total non-current assets | | | | | 2,909.9 | | | 2,962.8 | |
Cash and cash equivalents | | | | | 3,672.2 | | | 3,563.6 | |
Trade receivables, net | | | | | 942.3 | | | 928.5 | |
Contract assets | | | 4 | | | 362.3 | | | 389.3 |
Derivative financial instruments | | | 13 | | | 11.7 | | | 15.0 |
Income taxes receivable | | | | | 88.7 | | | 134.9 | |
Advances paid to suppliers | | | | | 140.5 | | | 127.8 | |
Due from TechnipFMC | | | 14 | | | 74.3 | | | 16.0 |
Other current assets | | | | | 372.7 | | | 242.7 | |
Total current assets | | | | | 5,664.7 | | | 5,417.8 | |
Total assets | | | | | € 8,574.6 | | | € 8,380.6 | |
Invested equity and liabilities | | | | | | | |||
Invested equity and retained earnings | | | | | € 2,049.3 | | | € 1,857.0 | |
Accumulated other comprehensive loss | | | | | (39.4) | | | (62.6) | |
Equity attributable to owners of the Technip Energies Group | | | | | 2,009.9 | | | 1,794.4 | |
Noncontrolling interests | | | | | 7.7 | | | (10.0) | |
Total invested equity | | | | | 2,017.6 | | | 1,784.4 | |
Lease liability - operating non-current | | | | | 237.7 | | | 216.4 | |
Deferred income taxes | | | | | 18.7 | | | 15.2 | |
Accrued pension and other post-retirement benefits, less current portion | | | | | 137.4 | | | 134.5 | |
Derivative financial instruments | | | 13 | | | 12.1 | | | 13.7 |
Non-current provisions | | | 8 | | | 25.2 | | | 27.2 |
Other liabilities | | | 8 | | | 142.8 | | | 219.7 |
Total non-current liabilities | | | | | 573.9 | | | 626.7 | |
Short-term debt | | | 9 | | | 513.4 | | | 583.4 |
Lease liability - operating current | | | | | 45.4 | | | 68.3 | |
Accounts payable, trade | | | | | 1,139.2 | | | 1,199.3 | |
Contract liabilities | | | 4 | | | 3,304.0 | | | 3,209.0 |
Accrued payroll | | | | | 169.2 | | | 203.3 | |
Derivative financial instruments | | | 13 | | | 43.9 | | | 42.2 |
Income taxes payable | | | | | 59.2 | | | 129.6 | |
Current provisions | | | 8 | | | 97.3 | | | 113.0 |
Due to TechnipFMC | | | 14 | | | 279.7 | | | 24.9 |
Other current liabilities | | | 8 | | | 331.8 | | | 396.5 |
Total current liabilities | | | | | 5,983.1 | | | 5,969.5 | |
Total liabilities | | | | | 6,557.0 | | | 6,596.2 | |
Total invested equity and liabilities | | | | | € 8,574.6 | | | € 8,380.6 |
| | | | Six Months Ended June 30, | |||||
(In millions) | | | | | 2020 | | | 2019 | |
Cash provided (required) by operating activities: | | | | | | | |||
Net profit | | | | | €115.0 | | | €66.2 | |
Adjustments to reconcile net profit to cash provided (required) by operating activities | | | | | | | |||
Depreciation and amortization | | | | | 62.1 | | | 67.9 | |
Corporate allocation | | | | | 140.2 | | | 144.4 | |
Employee benefit plan | | | | | 7.0 | | | 5.2 | |
Deferred income tax provision (benefit), net | | | | | 18.1 | | | (116.7) | |
Unrealized loss on derivative instruments and foreign exchange | | | | | 8.5 | | | 6.8 | |
Impairments | | | | | — | | | 0.5 | |
Income from equity affiliates, net of dividends received | | | | | (1.0) | | | 1.1 | |
Other | | | | | 92.6 | | | 201.4 | |
Changes in operating assets and liabilities, net of effects of acquisitions | | | | | | | |||
Trade receivables, net and contract assets | | | | | 105.7 | | | 235.2 | |
Inventories, net | | | | | (1.7) | | | 2.1 | |
Accounts payable, trade | | | | | 28.8 | | | (226.4) | |
Contract liabilities | | | | | 96.0 | | | 141.3 | |
Income taxes payable (receivable), net | | | | | 11.4 | | | 23.3 | |
Trade receivable due from TechnipFMC | | | | | 36.5 | | | (30.0) | |
Other current assets and liabilities, net | | | | | (240.0) | | | 71.4 | |
Other noncurrent assets and liabilities, net | | | | | (5.9) | | | 8.2 | |
Cash provided by operating activities | | | | | 473.3 | | | 601.9 | |
Cash provided (required) by investing activities | | | | | | | |||
Capital expenditures | | | | | (12.8) | | | (7.3) | |
Proceeds from sale of assets | | | | | 0.4 | | | — | |
Other | | | | | (8.0) | | | 14.3 | |
Cash provided (required) by investing activities | | | | | (20.4) | | | 7.0 | |
Cash provided (required) by financing activities | | | | | | | |||
Net increase (repayment) in short-term debt | | | | | (2.2) | | | 0.9 | |
Net decrease in commercial paper | | | | | (67.0) | | | (283.5) | |
Proceeds from issuance of long-term debts | | | | | — | | | 0.4 | |
Dividends paid | | | | | (0.1) | | | (0.7) | |
Settlements of mandatorily redeemable financial liability | | | | | (122.9) | | | (195.2) | |
Payments for the principal portion of lease liabilities | | | | | (36.4) | | | (59.1) | |
Net proceeds from (repayment of) loans from TechnipFMC | | | | | 41.8 | | | (34.6) | |
Net distributions to TechnipFMC | | | | | (161.3) | | | (508.3) | |
Cash required by financing activities: | | | | | (348.1) | | | (1,080.1) | |
Effect of changes in foreign exchange rates on cash and cash equivalents | | | | | 3.8 | | | (30.6) | |
(Decrease) Increase in cash and cash equivalents | | | | | 108.6 | | | (501.8) | |
Cash and cash equivalents, beginning of period | | | | | 3,563.6 | | | 3,669.6 | |
Cash and cash equivalents, end of period | | | | | € 3,672.2 | | | €3,167.8 |
(In millions) | | | Invested Equity And Retained Earnings | | | Accumulated Other Comprehensive Income (Loss) | | | Non- Controlling Interest | | | Total Invested Equity |
Balance as of December 31, 2018 | | | € 1,719.1 | | | €(3.3) | | | €2.9 | | | € 1,718.7 |
Cumulative effect of initial application of IFRS 16 | | | (2.3) | | | — | | | — | | | (2.3) |
Net profit | | | 66.4 | | | — | | | (0.2) | | | 66.2 |
Other comprehensive income (loss) | | | — | | | (31.8) | | | 0.1 | | | (31.7) |
Net contribution from/ (distribution to) TechnipFMC | | | (123.9) | | | 3.1 | | | 0.2 | | | (120.6) |
Other | | | — | | | — | | | (3.8) | | | (3.8) |
Balance as of June 30, 2019 | | | € 1,659.3 | | | € (32.0) | | | €(0.8) | | | € 1,626.5 |
| | | | | | | | |||||
Balance as of December 31, 2019 | | | € 1,857.0 | | | € (62.6) | | | € (10.0) | | | € 1,784.4 |
Net profit | | | 110.3 | | | — | | | 4.7 | | | 115.0 |
Other comprehensive income (loss) | | | — | | | 16.0 | | | (1.2) | | | 14.8 |
Net contribution from/ (distribution to) TechnipFMC | | | 82.0 | | | 7.2 | | | 14.5 | | | 103.7 |
Other | | | — | | | — | | | (0.3) | | | (0.3) |
Balance as of June 30, 2020 | | | € 2,049.3 | | | € (39.4) | | | €7.7 | | | € 2,017.6 |
– | Definition of a Business—Amendments to IFRS 3 “Business Combinations” (“IFRS 3”); |
– | Definition of Material—Amendments to IAS 1 and IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” (“IAS 8”); |
– | Interest rate benchmark reform—Amendments to IFRS 9 “Financial instruments” (“IFRS 9”), IAS 39 “Financial Instruments: Recognition and Measurement” (“IAS 39”) and IFRS 7 “‘Financial Instruments: Disclosures” (“IFRS 7”); |
– | Revised Conceptual Framework for Financial Reporting. |
| | Six Months Ended June 30 | ||||
(In millions) | | | 2020 | | | 2019 |
Europe & Russia | | | € 1,141.1 | | | € 1,145.8 |
Africa & Middle East | | | 622.7 | | | 571.8 |
Asia Pacific | | | 494.9 | | | 501.1 |
Americas | | | 570.7 | | | 375.8 |
Total Revenue | | | €2,829.4 | | | €2,594.5 |
| | Six Months Ended June 30, | ||||
(In millions) | | | 2020 | | | 2019 |
Project Delivery | | | €2,270.7 | | | €1,975.5 |
Technology, Products and Services | | | 558.7 | | | 619.0 |
Total revenue | | | € 2,829.4 | | | € 2,594.5 |
(In millions) | | | June 30, 2020 | | | December 31, 2019 | | | Change | | | % change |
Contract assets | | | €362.3 | | | €389.3 | | | €(27.0) | | | (6.9) |
Contract (liabilities) | | | (3,304.0) | | | (3,209.0) | | | (95.0) | | | 3.0 |
Net liabilities | | | €(2,941.7) | | | €(2,819.7) | | | €(122.0) | | | 4.3 |
As of June 30, 2020 | | | | | | | |||
(In millions) | | | 2020 | | | 2021 | | | Thereafter |
Total remaining unsatisfied performance obligations | | | € 2,940.3 | | | € 4,950.1 | | | € 3,839.8 |
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
United States | | | € 26.8 | | | €28.6 |
France | | | 21.4 | | | 18.3 |
Italy | | | 17.5 | | | 17.6 |
United Kingdom | | | 3.8 | | | 4.5 |
All other countries | | | 25.7 | | | 39.4 |
Total property, plant and equipment, net | | | € 95.2 | | | € 108.4 |
| | June 30, 2020 | | | December 31, 2019 | |||||||
| | Percentage Owned | | | Carrying Value | | | Percentage Owned | | | Carrying Value | |
ENI Coral FLNG | | | 50% | | | 10.8 | | | 50% | | | 13.3 |
BAPCO Sitra Refinery | | | 36% | | | 0.0 | | | 36% | | | (6.0) |
Novarctic | | | 33.3% | | | (2.1) | | | 33.3% | | | 0.5 |
Other | | | | | 42.3 | | | | | 45.3 | ||
Total | | | | | 51.0 | | | | | 53.1 |
| | Total for all JVs and associates | | | Bapco, Coral and Novarctic only | |||||||
(In millions) | | | June 30, 2020 | | | December 31, 2019 | | | June 30, 2020 | | | December 31, 2019 |
Data at 100% | | | | | | | | | ||||
Cash and cash equivalents | | | €1,440.3 | | | €974.5 | | | €1,285.6 | | | €811.2 |
Other current assets | | | 347.0 | | | 119.1 | | | 231.3 | | | 49.7 |
Total current assets | | | 1,787.3 | | | 1,093.6 | | | 1,516.9 | | | 860.9 |
Non-current assets | | | 57.2 | | | 42.0 | | | 23.4 | | | 3.3 |
| | | | | | | | |||||
Total assets | | | €1,844.5 | | | €1,135.6 | | | €1,540.3 | | | €864.2 |
Total equity | | | 183.9 | | | 135.8 | | | 15.5 | | | 11.5 |
Total non-current liabilities | | | 11.8 | | | 9.6 | | | 1.8 | | | 1.5 |
Total current liabilities | | | 1,648.8 | | | 990.2 | | | 1,523.0 | | | 851.2 |
Total equity and liabilities | | | €1,844.5 | | | €1,135.6 | | | €1,540.3 | | | €864.2 |
| | Total for all JVs and associates | | | Bapco, Coral and Novarctic only | |||||||
(In millions) | | | June 30, 2020 | | | June 30, 2019 | | | June 30, 2020 | | | June 30, 2019 |
Data at 100% | | | | | | | | | ||||
Revenue | | | €740.3 | | | €627.6 | | | €722.8 | | | €623.7 |
Interest income | | | 13.7 | | | 2.5 | | | 11.7 | | | 1.8 |
Depreciation and amortization | | | (2.0) | | | — | | | (1.7) | | | — |
Interest expense | | | (23.4) | | | (6.1) | | | (23.3) | | | (5.4) |
Income tax expense (benefit) | | | 1.4 | | | (0.5) | | | 1.4 | | | (0.1) |
Profit for the period | | | 13.7 | | | 2.0 | | | 11.6 | | | 2.9 |
Other comprehensive income | | | (3.1) | | | 1.0 | | | (0.3) | | | 0.0 |
Total comprehensive income | | | €10.6 | | | €3.0 | | | €11.3 | | | €3.0 |
(In millions) | | | June 30, 2020 | | | June 30, 2019 |
Revenue | | | €149.3 | | | €760.3 |
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
Redeemable financial liabilities | | | €82.6 | | | €115.0 |
Current financial liabilities at FVTPL, total | | | 82.6 | | | 115.0 |
Accruals on completed contracts | | | 54.3 | | | 65.7 |
Other taxes payable | | | 82.2 | | | 82.6 |
Social security liability | | | 40.0 | | | 36.9 |
Payables on litigation settlement(1) | | | 43.3 | | | 59.7 |
Other | | | 29.4 | | | 36.6 |
Other current liabilities, total | | | 249.2 | | | 281.5 |
Total other current liabilities | | | € 331.8 | | | € 396.5 |
(1) | As part of this litigation settlement, we entered into a three-year Deferred Prosecution Agreement. Refer to Note 11 for detailed description. The remaining unpaid balance pursuant to the Deferred Prosecution Agreement was reversed from provisions and recorded in other current liabilities and other non-current liabilities |
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
Redeemable financial liabilities | | | €113.7 | | | € 124.3 |
Non-current financial liabilities at FVTPL, total | | | 113.7 | | | 124.3 |
Subsidies | | | 3.1 | | | 3.2 |
Payables on litigation settlement | | | — | | | 59.7 |
Other | | | 26.0 | | | 32.5 |
Other non-current liabilities, total | | | 29.1 | | | 95.4 |
Total other non-current liabilities | | | €142.8 | | | € 219.7 |
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
Litigation | | | €5.3 | | | €6.7 |
Restructuring obligations | | | 5.6 | | | 5.8 |
Provisions for claims | | | 8.9 | | | 7.7 |
Other non-current provisions | | | 5.4 | | | 7.0 |
Total non-current provisions | | | 25.2 | | | 27.2 |
Contingencies related to contracts | | | 33.0 | | | 37.3 |
Litigation | | | 35.5 | | | 61.8 |
Restructuring obligations | | | 6.2 | | | 2.3 |
Provisions for claims | | | 0.6 | | | 0.3 |
Other current provisions | | | 22.0 | | | 11.3 |
Total current provisions | | | 97.3 | | | 113.0 |
Total provisions | | | € 122.5 | | | € 140.2 |
| | June 30, 2020 | | | December 31, 2019 | |||||||
(In millions) | | | Carrying Amount | | | Fair Value | | | Carrying Amount | | | Fair Value |
Commercial papers | | | € 513.0 | | | € 513.0 | | | € 580.0 | | | € 580.0 |
Bank borrowings and other | | | €0.4 | | | €0.4 | | | €3.4 | | | €3.4 |
– | U.S. dollar-denominated loans bear interest, at the Borrowers’ option, at a base rate or an adjusted rate linked to the London interbank offered rate (“Adjusted LIBOR”); |
– | Sterling-denominated loans bear interest at Adjusted LIBOR; and |
– | Euro-denominated loans bear interest at the Euro interbank offered rate (“EURIBOR”). |
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
Financial guarantees(a) | | | €154.9 | | | €148.8 |
Performance guarantees(b) | | | 3,606.8 | | | 3,560.1 |
Maximum potential undiscounted payments | | | € 3,761.7 | | | € 3,708.9 |
(a) | Financial guarantees represent contracts that contingently require a guarantor to make payments to a guaranteed party based on changes in an underlying agreement that is related to an asset, a liability, or an equity security of the guaranteed party. These tend to be drawn down only if there is a failure to fulfill financial obligations. |
(b) | Performance guarantees represent contracts that contingently require a guarantor to make payments to a guaranteed party based on another entity’s failure to perform under a nonfinancial obligating agreement. Events that trigger payment are performance-related, such as failure to ship a product or provide a service. |
| | June 30, 2020 Analysis by Category of Financial Instruments | ||||||||||
(In millions) | | | Carrying amount | | | At Fair Value through Profit or Loss | | | Assets/Liabilities at amortized cost | | | At Fair Value through OCI |
Trade receivables, net | | | €942.3 | | | €— | | | €942.3 | | | €— |
Other financial assets | | | 49.8 | | | 11.4 | | | 38.4 | | | — |
Derivative financial instruments | | | 12.6 | | | 2.0 | | | — | | | 10.6 |
Cash and cash equivalents | | | 3,672.2 | | | 3,672.2 | | | — | | | — |
Due from TechnipFMC – Trade receivable | | | 68.6 | | | — | | | 68.6 | | | — |
Due from TechnipFMC – Loans | | | 5.7 | | | — | | | 5.7 | | | — |
Total financial assets | | | € 4,751.2 | | | € 3,685.6 | | | € 1,055.0 | | | € 10.6 |
Long-term debt, less current portion | | | — | | | — | | | — | | | — |
Other current financial liabilities | | | 82.6 | | | 82.6 | | | — | | | — |
Short-term debt and current portion of long-term debt | | | 513.4 | | | — | | | 513.4 | | | — |
Accounts payable, trade | | | 1,139.2 | | | — | | | 1,139.2 | | | — |
Derivative financial instruments | | | 56.0 | | | — | | | — | | | 56.0 |
Other non-current financial liabilities | | | 113.7 | | | 113.7 | | | — | | | — |
Due to TechnipFMC – Trade payable | | | 215.4 | | | — | | | 215.4 | | | — |
Due to TechnipFMC – Loans | | | 64.4 | | | — | | | 64.4 | | | — |
Total financial liabilities | | | € 2,184.7 | | | €196.3 | | | € 1,932.4 | | | € 56.0 |
| | December 31, 2019 Analysis by Category of Financial Instruments | ||||||||||
(In millions) | | | Carrying amount | | | At Fair Value through Profit or Loss | | | Assets/Liabilities at amortized cost | | | At Fair Value through OCI |
Trade receivables, net | | | €928.5 | | | €— | | | €928.5 | | | €— |
Other financial assets | | | 47.0 | | | 25.8 | | | 21.2 | | | — |
Derivative financial instruments | | | 16.4 | | | 7.2 | | | — | | | 9.2 |
Cash and cash equivalents | | | 3,563.7 | | | 3,563.7 | | | — | | | — |
Due from TechnipFMC – Trade receivable | | | 14.9 | | | — | | | 14.9 | | | — |
Due from TechnipFMC – Loans | | | 1.1 | | | — | | | 1.1 | | | — |
Total financial assets | | | € 4,571.6 | | | € 3,596.7 | | | €965.7 | | | €9.2 |
Long-term debt, less current portion | | | — | | | — | | | — | | | — |
Other current financial liabilities | | | 115.0 | | | 115.0 | | | — | | | — |
Short-term debt and current portion of long-term debt | | | 583.4 | | | — | | | 583.4 | | | — |
Accounts payable, trade | | | 1,199.3 | | | — | | | 1,199.3 | | | — |
Derivative financial instruments | | | 55.9 | | | — | | | — | | | 55.9 |
Other non-current financial liabilities | | | 124.5 | | | 124.5 | | | — | | | — |
Due to TechnipFMC – Trade payable | | | 20.3 | | | — | | | 20.3 | | | — |
Due to TechnipFMC – Loans | | | 4.6 | | | — | | | 4.6 | | | — |
Total financial liabilities | | | € 2,103.0 | | | €239.5 | | | € 1,807.6 | | | € 55.9 |
| | June 30, 2020 | ||||||||||
(In millions) | | | Level 1 | | | Level 2 | | | Level 3 | | | Total |
Investments: | | | | | | | | | ||||
Traded securities(a) | | | € 11.4 | | | €— | | | €— | | | €11.4 |
Derivative financial instruments: | | | | | | | | | ||||
Foreign exchange contracts | | | — | | | 12.6 | | | — | | | 12.6 |
Financial assets | | | € 11.4 | | | € 12.6 | | | €— | | | €24.0 |
Redeemable financial liability | | | — | | | — | | | 196.3 | | | 196.3 |
Derivative financial instruments: | | | | | | | | | ||||
Foreign exchange contracts | | | — | | | 56.0 | | | — | | | 56.0 |
Financial liabilities | | | €— | | | € 56.0 | | | € 196.3 | | | € 252.3 |
(a) | Includes equity securities, fixed income and other investments measured at fair value. |
| | December 31, 2019 | ||||||||||
(In millions) | | | Level 1 | | | Level 2 | | | Level 3 | | | Total |
Investments: | | | | | | | | | ||||
Traded securities(a) | | | € 25.8 | | | €— | | | €— | | | €25.8 |
Derivative financial instruments: | | | | | | | | | ||||
Foreign exchange contracts | | | — | | | 16.5 | | | — | | | 16.5 |
Financial assets | | | € 25.8 | | | € 16.5 | | | €— | | | €42.3 |
Redeemable financial liability | | | — | | | — | | | 239.3 | | | 239.3 |
Derivative financial instruments: | | | | | | | | | ||||
Foreign exchange contracts | | | — | | | 55.9 | | | — | | | 55.9 |
Financial liabilities | | | €— | | | € 55.9 | | | € 239.3 | | | € 295.2 |
(a) | Includes equity securities, fixed income and other investments measured at fair value. |
• | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets; |
• | Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; |
• | Level 3: Unobservable inputs (e.g., a reporting entity’s own data). |
| | Six Months Ended | ||||
(In millions) | | | June 30, 2020 | | | June 30, 2019 |
Balance at beginning of the period | | | €239.3 | | | €356.8 |
Add: Expenses recognized in the statements of income | | | 78.4 | | | 199.0 |
Less: Settlements | | | (122.9) | | | (195.2) |
Net foreign exchange differences | | | 1.5 | | | 2.4 |
Balance at end of the period | | | €196.3 | | | €363.0 |
| | June 30, 2020 | | | December 31, 2019 | ||||||||||
| | Maturity | | | Maturity | ||||||||||
(In millions except for rates) | | | 1-12 months | | | 12-24 months | | | Beyond 24 months | | | Total | | | Total |
Australian Dollar | | | | | | | | | | | |||||
National amount (LC) | | | 198.3 | | | — | | | — | | | 198.3 | | | 189.9 |
Average forward rate (LC/EUR) | | | 1.6 | | | 1.6 | | | 1.6 | | | 1.6 | | | |
EUR equivalent | | | 121.4 | | | — | | | — | | | 121.4 | | | 118.7 |
British Pound | | | | | | | | | | | |||||
National amount (LC) | | | (236.1) | | | (0.1) | | | — | | | (236.3) | | | (204.1) |
Average forward rate (LC/EUR) | | | 0.9 | | | 0.9 | | | 0.9 | | | 0.9 | | | |
EUR equivalent | | | (258.9) | | | (0.1) | | | — | | | (259.0) | | | (239.8) |
Canadian Dollar | | | | | | | | | | | |||||
National amount (LC) | | | (5.0) | | | — | | | — | | | (5.0) | | | (5.0) |
Average forward rate (LC/EUR) | | | 1.5 | | | 1.5 | | | 1.5 | | | 1.5 | | | |
EUR equivalent | | | (3.3) | | | — | | | — | | | (3.3) | | | (3.4) |
Chinese Yuan | | | | | | | | | | | |||||
National amount (LC) | | | 42.6 | | | 26.6 | | | — | | | 69.2 | | | — |
Average forward rate (LC/EUR) | | | 7.9 | | | 7.9 | | | 7.9 | | | 7.9 | | | |
EUR equivalent | | | 5.4 | | | 3.4 | | | — | | | 8.7 | | | — |
Euro | | | | | | | | | | | |||||
National amount (LC) | | | 425.6 | | | 19.4 | | | 13.8 | | | 458.7 | | | 737.3 |
Average forward rate (LC/EUR) | | | 1.0 | | | 1.0 | | | 1.0 | | | 1.0 | | | |
EUR equivalent | | | 425.6 | | | 19.4 | | | 13.8 | | | 458.7 | | | 737.3 |
Indian Rupee | | | | | | | | | | | |||||
National amount (LC) | | | 4,258.6 | | | 672.0 | | | (0.3) | | | 4,930.3 | | | — |
Average forward rate (LC/EUR) | | | 84.6 | | | 84.6 | | | 84.6 | | | 84.6 | | | |
EUR equivalent | | | 50.4 | | | 7.9 | | | (0.0) | | | 58.3 | | | — |
Indonesian Rupee | | | | | | | | | | | |||||
National amount (LC) | | | 403,969.0 | | | — | | | — | | | 403,969.0 | | | — |
Average forward rate (LC/EUR) | | | 16,011.8 | | | 16,011.8 | | | 16,011.8 | | | 16,011.8 | | | |
EUR equivalent | | | 25.2 | | | — | | | — | | | 25.2 | | | — |
Japanese Yen | | | | | | | | | | | |||||
National amount (LC) | | | 2,283.2 | | | (125.6) | | | — | | | 2,157.7 | | | 4,376.7 |
Average forward rate (LC/EUR) | | | 120.6 | | | 120.6 | | | 120.6 | | | 120.6 | | | |
EUR equivalent | | | 18.9 | | | (1.0) | | | — | | | 17.9 | | | 35.9 |
Kuwaiti Dinar | | | | | | | | | | | |||||
National amount (LC) | | | (1.9) | | | — | | | — | | | (1.9) | | | — |
Average forward rate (LC/EUR) | | | 0.3 | | | 0.3 | | | 0.3 | | | 0.3 | | | |
EUR equivalent | | | (5.4) | | | — | | | — | | | (5.4) | | | — |
Malaysian Ringgit | | | | | | | | | | | |||||
National amount (LC) | | | 324.9 | | | 133.5 | | | — | | | 458.4 | | | 359.0 |
Average forward rate (LC/EUR) | | | 4.8 | | | 4.8 | | | 4.8 | | | 4.8 | | | |
EUR equivalent | | | 67.7 | | | 27.8 | | | — | | | 95.5 | | | 78.1 |
Mexican Pesos | | | | | | | | | | | |||||
National amount (LC) | | | (305.0) | | | — | | | — | | | (305.0) | | | (300.0) |
Average forward rate (LC/EUR) | | | 25.9 | | | 25.9 | | | 25.9 | | | 25.9 | | | |
EUR equivalent | | | (11.8) | | | — | | | — | | | (11.8) | | | (14.1) |
Norwegian krone | | | | | | | | | | | |||||
National amount (LC) | | | (8.2) | | | — | | | — | | | (8.2) | | | 426.1 |
Average forward rate (LC/EUR) | | | 10.9 | | | 10.9 | | | 10.9 | | | 10.9 | | | |
EUR equivalent | | | (0.8) | | | — | | | — | | | (0.8) | | | 43.2 |
Singapore Dollar | | | | | | | | | | | |||||
National amount (LC) | | | 1.4 | | | — | | | — | | | 1.4 | | | 1.6 |
| | June 30, 2020 | | | December 31, 2019 | ||||||||||
| | Maturity | | | Maturity | ||||||||||
(In millions except for rates) | | | 1-12 months | | | 12-24 months | | | Beyond 24 months | | | Total | | | Total |
Average forward rate (LC/EUR) | | | 1.6 | | | 1.6 | | | 1.6 | | | 1.6 | | | |
EUR equivalent | | | 0.9 | | | — | | | — | | | 0.9 | | | 1.1 |
U.A.E Dirham | | | | | | | | | | | |||||
National amount (LC) | | | (1.1) | | | — | | | — | | | (1.1) | | | — |
Average forward rate (LC/EUR) | | | 4.1 | | | 4.1 | | | 4.1 | | | 4.1 | | | |
EUR equivalent | | | (0.3) | | | — | | | — | | | (0.3) | | | — |
U.S Dollar | | | | | | | | | | | |||||
National amount (LC) | | | (283.0) | | | 348.6 | | | (28.2) | | | 37.3 | | | (823.2) |
Average forward rate (LC/EUR) | | | 1.1 | | | 1.1 | | | 1.1 | | | 1.1 | | | |
EUR equivalent | | | (252.8) | | | 311.4 | | | (25.2) | | | 33.4 | | | (733.0) |
| | June 30, 2020 | | | December 31, 2019 | |||||||
(In millions) | | | Assets | | | Liabilities | | | Assets | | | Liabilities |
Derivatives designated as hedging instruments | | | | | | | | | ||||
Foreign exchange contracts | | | | | | | | | ||||
Current – Derivative financial instruments | | | €9.7 | | | € 43.9 | | | €7.9 | | | € 42.2 |
Long-term – Derivative financial instruments | | | 0.9 | | | 12.1 | | | 1.4 | | | 13.7 |
Total derivatives designated as hedging instruments | | | 10.6 | | | 56.0 | | | 9.3 | | | 55.9 |
Derivatives not designated as hedging instruments | | | | | | | | | ||||
Foreign exchange contracts | | | | | | | | | ||||
Current – Derivative financial instruments | | | 2.0 | | | — | | | 7.1 | | | — |
Total derivatives not designated as hedging instruments | | | 2.0 | | | — | | | 7.1 | | | — |
Total derivatives | | | € 12.6 | | | € 56.0 | | | € 16.4 | | | € 55.9 |
• | Differences in the timing of the cash flows of the hedged items and the hedging instruments |
• | Different indexes (and accordingly different curves) linked to the hedged risk of the hedged items and hedging instruments |
• | Changes to the forecasted amount of cash flows of hedged items and hedging instruments |
Location of cash flow hedge gain (loss) reclassified from accumulated OCI into profit (loss) | | | Gain (Loss) reclassified from accumulated OCI into profit (loss) (Effective portion) | |||
| | Six months ended June 30 | ||||
(In millions) | | | 2020 | | | 2019 |
Foreign exchange contracts | | | | | ||
Other income (expenses), net | | | € (1.1) | | | € (3.2) |
Total | | | € (1.1) | | | € (3.2) |
Location of cash flow hedge gain (loss) recognized in profit (loss) | | | Gain (Loss) recognized in profit (loss) (Ineffective portion and amount excluded from effectiveness testing) | |||
| | Six months ended June 30 | ||||
(In millions) | | | 2020 | | | 2019 |
Foreign exchange contracts | | | | | ||
Other income (expenses), net | | | € (5.4) | | | € (14.5) |
Total | | | € (5.4) | | | € (14.5) |
| | Cash flow hedge reserve | ||||
| | Six Months Ended | ||||
(In millions) | | | June 30, 2020 | | | June 30, 2019 |
Balance at beginning of the year | | | € (10.2) | | | €(5.1) |
Effective portion of changes in fair value | | | (7.3) | | | 14.9 |
Amount reclassified to profit or loss | | | (1.1) | | | (3.2) |
Amount transferred to inventories | | | — | | | — |
Tax effect | | | 3.3 | | | (3.3) |
Balance at end of the year | | | € (15.3) | | | €3.3 |
| | June 30, 2020 | | | December 31, 2019 | |||||||||||||
(In millions) | | | Gross Amount Recognized | | | Gross Amounts Not Offset Permitted Under Master Netting Agreements | | | Net Amount | | | Gross Amount Recognized | | | Gross Amounts Not Offset Permitted Under Master Netting Agreements | | | Net Amount |
Derivative assets | | | € 12.6 | | | € (5.5) | | | €7.1 | | | € 16.4 | | | € (8.5) | | | €7.9 |
Derivative liabilities | | | € 56.0 | | | € (5.5) | | | € 50.5 | | | € 55.9 | | | € (8.5) | | | € 47.4 |
| | As of | ||||
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
TP JGC Coral France SNC | | | € 32.1 | | | €35.6 |
TTSJV WLL | | | 15.0 | | | 19.9 |
Others | | | 11.8 | | | 3.1 |
Total trade receivables | | | € 58.9 | | | € 58.6 |
| | As of | ||||
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
Chiyoda | | | € 14.9 | | | € 22.1 |
JGC Corporation | | | 3.7 | | | 13.4 |
Others | | | 0.5 | | | 2.5 |
Total trade payables | | | € 19.1 | | | € 38.0 |
| | Six months ended | ||||
(In millions) | | | June 30, 2020 | | | June 30, 2019 |
TTSJV WLL | | | €25.6 | | | €66.6 |
TP JGC Coral France SNC | | | 17.4 | | | 68.8 |
Others | | | 6.3 | | | — |
Total revenue | | | €49.3 | | | €135.4 |
| | Six months ended | ||||
(In millions) | | | June 30, 2020 | | | June 30, 2019 |
JGC Corporation | | | € 0.3 | | | € 16.7 |
Chiyoda | | | 0.0 | | | 15.6 |
Others | | | 0.4 | | | 14.6 |
Total expenses | | | € 0.7 | | | € 46.9 |
| | Six months ended June 30 | ||||
(In millions) | | | 2020 | | | 2019 |
Corporate allocations | | | €140.2 | | | €144.4 |
Changes in the cash pooling balances | | | 36.4 | | | (371.2) |
Net (dividend to)/distribution from TechnipFMC | | | €(94.6) | | | €102.9 |
Total net contributions from / (distributions to) TechnipFMC per combined statements of changes in invested equity | | | €82.0 | | | €(123.9) |
| | Six months ended June 30 | ||||
(In millions) | | | 2019 | | | 2018 |
Net contributions from / (distributions to) TechnipFMC per combined statements of changes in invested equity | | | €82.0 | | | €(123.9) |
Corporate allocations | | | (140.2) | | | (144.4) |
Net non-monetary contribution to TechnipFMC | | | (103.1) | | | (240.0) |
Total net contributions from / (distributions to) TechnipFMC per combined statements of cash flows | | | €(161.3) | | | €(508.3) |
| | As of | ||||
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
Trade receivable | | | € 68.6 | | | € 14.9 |
Loans due from TechnipFMC | | | 5.7 | | | 1.1 |
Total financial assets due from TechnipFMC | | | € 74.3 | | | € 16.0 |
| | As of | ||||
(In millions) | | | June 30, 2020 | | | December 31, 2019 |
Trade payable | | | € 215.4 | | | € 20.3 |
Loans due to TechnipFMC | | | 64.4 | | | 4.6 |
Total due to TechnipFMC | | | € 279.8 | | | € 24.9 |
| | Six months ended | ||||
(In millions) | | | June 30, 2020 | | | June 30, 2019 |
Revenue | | | € 27.6 | | | € 28.5 |
Expenses | | | 19.2 | | | 6.3 |
(In millions) | | | Amount | | | Debt Outstanding | | | Commercial paper Outstanding | | | Letters of credit | | | Unused capacity | | | Maturity |
Five-year revolving credit facilities | | | €1,000.0 | | | € — | | | € 513.0 | | | € — | | | € 487.0 | | | January 2023 |
| | Historical | | | Transaction Accounting Adjustments | | | Pro Forma Financing Accounting Adjustments | | | Notes | | | Pro Forma Technip Energies | |
Assets | | | | | | | | | | | |||||
Investments in equity affiliates | | | €51.0 | | | €— | | | €— | | | | | €51.0 | |
Property, plant and equipment, net | | | 95.2 | | | — | | | — | | | | | 95.2 | |
Right-of-use asset | | | 229.3 | | | — | | | — | | | | | 229.3 | |
Goodwill | | | 2,206.8 | | | — | | | — | | | | | 2,206.8 | |
Intangible assets, net | | | 112.1 | | | — | | | — | | | | | 112.1 | |
Deferred income taxes | | | 165.0 | | | — | | | — | | | | | 165.0 | |
Derivative financial instruments | | | 0.9 | | | — | | | — | | | | | 0.9 | |
Other financial assets | | | 49.6 | | | — | | | — | | | | | 49.6 | |
Total non-current assets | | | 2,909.9 | | | — | | | — | | | | | 2,909.9 | |
Cash and cash equivalents | | | 3,672.2 | | | (569.9) | | | 173.8 | | | (a)(b) | | | 3,276.1 |
Trade receivables, net | | | 942.3 | | | — | | | — | | | | | 942.3 | |
Contract assets | | | 362.3 | | | — | | | — | | | | | 362.3 | |
Derivative financial instruments | | | 11.7 | | | — | | | — | | | | | 11.7 | |
Income taxes receivable. | | | 88.7 | | | — | | | — | | | | | 88.7 | |
Advances paid to suppliers | | | 140.5 | | | — | | | — | | | | | 140.5 | |
Due from TechnipFMC | | | 74.3 | | | — | | | — | | | | | 74.3 | |
Other current assets | | | 372.7 | | | — | | | — | | | | | 372.7 | |
Total current assets | | | 5,664.7 | | | (569.9) | | | 173.8 | | | | | 5,268.6 | |
Total assets | | | € 8,574.6 | | | €(569.9) | | | € 173.8 | | | | | € 8,178.5 | |
| | | | | | | | | | ||||||
Invested equity and liabilities | | | | | | | | | | | |||||
Invested equity and retained earnings | | | € 2,049.3 | | | €(569.9) | | | €— | | | (c) | | | € 1,479.4 |
Accumulated other comprehensive loss | | | (39.4) | | | — | | | — | | | | | (39.4) | |
Equity attributable to owners of the Technip Energies Group | | | 2,009.9 | | | (569.9) | | | — | | | | | 1,440.0 | |
Noncontrolling interests | | | 7.7 | | | — | | | — | | | | | 7.7 | |
Total invested equity | | | 2,017.6 | | | (569.9) | | | — | | | | | 1,447.7 | |
Long-term debt | | | — | | | — | | | — | | | | | — | |
Lease liability - operating non-current | | | 237.7 | | | — | | | — | | | | | 237.7 | |
Deferred income taxes | | | 18.7 | | | — | | | — | | | | | 18.7 | |
Accrued pension and other post-retirement benefits, less current portion. | | | 137.4 | | | — | | | — | | | | | 137.4 | |
Derivative financial instruments | | | 12.1 | | | — | | | — | | | | | 12.1 | |
Non-current provisions | | | 25.2 | | | — | | | — | | | | | 25.2 | |
Other liabilities | | | 142.8 | | | — | | | — | | | | | 142.8 | |
Total non-current liabilities | | | 573.9 | | | — | | | — | | | | | 573.9 | |
Short-term debt | | | 513.4 | | | — | | | 238.2 | | | (d) | | | 751.6 |
Lease liability - operating current | | | 45.4 | | | — | | | — | | | | | 45.4 | |
Accounts payable, trade | | | 1,139.2 | | | — | | | — | | | | | 1,139.2 | |
Contract liabilities | | | 3,304.0 | | | — | | | — | | | | | 3,304.0 | |
Accrued payroll | | | 169.2 | | | — | | | — | | | | | 169.2 | |
Derivative financial instruments | | | 43.9 | | | — | | | — | | | | | 43.9 | |
Income taxes payable | | | 59.2 | | | — | | | — | | | | | 59.2 | |
Current provisions | | | 97.3 | | | — | | | — | | | | | 97.3 | |
Due to TechnipFMC | | | 279.7 | | | — | | | (64.4) | | | (e ) | | | 215.3 |
Other current liabilities | | | 331.8 | | | — | | | — | | | | | 331.8 | |
Total current liabilities | | | 5,983.1 | | | — | | | 173.8 | | | | | 6,156.9 | |
Total liabilities | | | 6,557.0 | | | — | | | 173.8 | | | | | 6,730.8 | |
Total invested equity and liabilities | | | € 8,574.6 | | | € (569.9) | | | € 173.8 | | | | | € 8,178.5 |
| | Historical | | | Pro Forma Financing Accounting Adjustments | | | Notes | | | Pro Forma Technip Energies | |
Revenue | | | €2,829.4 | | | €— | | | | | € 2,829.4 | |
Costs and expenses: | | | | | | | | | ||||
Cost of sales | | | 2,290.8 | | | — | | | | | 2,290.8 | |
Selling, general and administrative expense | | | 205.0 | | | — | | | | | 205.0 | |
Research and development expense | | | 20.4 | | | — | | | | | 20.4 | |
Impairment, restructuring and other expenses | | | 35.8 | | | — | | | (f) | | | 35.8 |
Merger transaction and integration costs | | | — | | | — | | | | | — | |
Total costs and expenses | | | 2,552.0 | | | — | | | | | 2,552.0 | |
Other income (expenses), net | | | (23.8) | | | — | | | | | (23.8) | |
Income from equity affiliates | | | 5.0 | | | — | | | | | 5.0 | |
Profit before financial expense, net and income taxes | | | 258.6 | | | — | | | | | 258.6 | |
Financial income | | | 13.5 | | | — | | | | | 13.5 | |
Financial expense | | | (88.6) | | | (2.0) | | | (g) | | | (90.6) |
Profit before income taxes | | | 183.5 | | | (2.0) | | | | | 181.5 | |
Provision for income taxes | | | 68.5 | | | — | | | (h) | | | 68.5 |
Net profit | | | 115.0 | | | (2.0) | | | | | 113.0 | |
Net (profit) loss attributable to noncontrolling interests | | | (4.7) | | | — | | | | | (4.7) | |
Net profit attributable to owners of the Technip Energies Group | | | €110.3 | | | € (2.0) | | | | | €108.3 | |
Pro forma basic and diluted earnings per share | | | | | | | (i) | | | $0.60 |
| | Historical | | | Pro Forma Financing Accounting Adjustments | | | Notes | | | Pro Forma Technip Energies | |
Revenue | | | €5,768.7 | | | €— | | | | | € 5,768.7 | |
Costs and expenses: | | | | | | | | | ||||
Cost of sales | | | 4,518.0 | | | — | | | | | 4,518.0 | |
Selling, general and administrative expense | | | 406.9 | | | — | | | | | 406.9 | |
Research and development expense | | | 42.0 | | | — | | | | | 42.0 | |
Impairment, restructuring and other expenses | | | 77.6 | | | — | | | | | 77.6 | |
Merger transaction and integration costs | | | 15.2 | | | — | | | (f) | | | 15.2 |
Total costs and expenses | | | 5,059.7 | | | — | | | | | 5,059.7 | |
Other income (expenses), net. | | | (38.7) | | | — | | | | | (38.7) | |
Income from equity affiliates | | | 2.9 | | | — | | | | | 2.9 | |
Profit (loss) before financial expense, net and income taxes | | | 673.2 | | | — | | | | | 673.2 | |
Financial income | | | 65.2 | | | — | | | | | 65.2 | |
Financial expense | | | (400.0) | | | (5.4) | | | (g) | | | (405.4) |
Profit (loss) before income taxes | | | 338.4 | | | (5.4) | | | | | 333.0 | |
Provision for income taxes | | | 185.2 | | | 1.9 | | | (h) | | | 187.1 |
Net profit (loss) | | | 153.2 | | | (7.3) | | | | | 145.9 | |
Net (profit) loss attributable to noncontrolling interests | | | (6.9) | | | — | | | | | (6.9) | |
Net profit (loss) attributable to owners of the Technip Energies Group | | | €146.3 | | | € (7.3) | | | | | €139.0 | |
Pro forma basic and diluted earnings per share | | | | | | | (i) | | | $0.77 |
(a) | Represents €569.9 million of cash that will be transferred from us to TechnipFMC in connection with the Spin-off as part of the capital structure allocation. |
(b) | Reflects the adjustment to cash for the paydown of the outstanding commercial paper, settlement of loans due to TechnipFMC and entry into a new Bridge Term Facility. The adjustment is comprised of the following (in millions): |
Repayment of commercial paper | | | €(388.1) |
Repayment of loans due to TechnipFMC | | | (64.4) |
New Bridge Term Facility issuance | | | 626.3 |
Pro forma adjustment to cash | | | €173.8 |
(c) | Represents pro forma adjustment to invested equity to reflect the impact of the cash transfer to TechnipFMC in connection with the Spin-off. |
(d) | Reflects pro forma adjustment related to the paydown of the outstanding commercial paper and entry into a new Bridge Term Facility as follows (in millions): |
Repayment of commercial paper | | | €(388.1) |
New Bridge Term Facility issuance | | | 626.3 |
Pro forma adjustment to total debt | | | €238.2 |
(e) | Reflects the settlement of the outstanding related party loans due to TechnipFMC €64.4 million. |
(f) | Impairment, restructuring and other expenses include €12.7 million and €36.7 million for the six months ended June 30, 2020 and year ended December 31, 2019, respectively, relating to non-recurring separation costs, which were incurred and included in our historical results of operations. These costs were primarily related to third-party consulting, contractor fees and other incremental costs and are not expected to have a continuing impact on our results of operations following the completion of the Spin-off. |
(g) | Reflects pro forma interest expense adjustments for the six months ended June 30, 2020 and year ended December 31, 2019 as follows (in millions): |
| | Six Months Ended June 30, 2020 | | | Year Ended December 31, 2019 | |
Interest expense associated with new Bridge Term Facility | | | €(2.2) | | | €(4.3) |
Eliminate interest expense associated with pay down of commercial paper | | | 0.1 | | | (1.1) |
Pro forma adjustment to interest expense | | | €(2.0) | | | €(5.4) |
(h) | Reflects income benefit related to income from operations before income taxes generated by the pro forma adjustments based upon French statutory tax rates in effect during these periods. |
(i) | Pro forma basic weighted average shares outstanding amount of 179,813,880 was computed by applying a distribution ratio of one Technip Energies share for every five TechnipFMC shares to the total TechnipFMC shares expected to be outstanding on the distribution date. There are no potentially dilutive shares outstanding and thus basic and diluted shares outstanding are the same. |
Item 6. | Indemnification of Directors and Officers |
Item 7. | Recent Sales of Unregistered Securities |
Item 8. | Exhibits |
(a) | The Exhibit Index is hereby incorporated herein by reference. |
(b) | Financial Statement Schedules. |
Item 9. | Undertakings |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit No. | | | Description |
| | Amended and Restated Articles of Association of Technip Energies N.V. | |
| | Form of Board Rules of Technip Energies N.V. | |
| | Opinion of De Brauw Blackstone Westbroek N.V., special counsel on Dutch law to the Registrant, as to the validity of the registered shares being issued. | |
| | Separation and Distribution Agreement, dated as of January 7, 2021, by and between TechnipFMC plc and Technip Energies N.V. | |
| | Form of Tax Matters Agreement by and between Technip Energies N.V. and TechnipFMC plc. | |
| | Form of Employee Matters Agreement by and between Technip Energies N.V. and TechnipFMC plc. | |
| | Form of Transition Services Agreement by and between Technip Energies N.V. and TechnipFMC plc. | |
| | Form of Patent License Agreement by and between Technip Energies N.V. and TechnipFMC plc. | |
| | Form of Coexistence and Trademark Matters Agreement by and between Technip Energies N.V. and TechnipFMC plc. | |
| | Share Purchase Agreement, dated as of January 7, 2021, by and between TechnipFMC plc and Bpifrance Participations SA. | |
| | Relationship Agreement, dated as of January 7, 2021, by and among Technip Energies N.V., Bpifrance Participations SA, and TechnipFMC plc. | |
| | Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission. | |
| | List of subsidiaries of the Registrant. | |
| | Consent of PricewaterhouseCoopers LLP. | |
| | Consent of PricewaterhouseCoopers Audit. | |
| | Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.1). |
† | Filed previously. |
| | TECHNIP ENERGIES N.V. | |||||||
| | | | | | ||||
| | By: | | | /s/ Arnaud Pieton | ||||
| | | | Name: | | | Arnaud Pieton | ||
| | | | Title: | | | Chief Executive Officer | ||
| | | | | |||||
| | By: | | | /s/ Bruno Vibert | ||||
| | | | Name: | | | Bruno Vibert | ||
| | | | Title: | | | Chief Financial Officer |
Name | | | Title |
/s/ Arnaud Pieton | | | Chief Executive Officer and Director (principal executive officer) |
Arnaud Pieton | | ||
| | ||
/s/ Bruno Vibert | | | Chief Financial Officer (principal financial officer and principal accounting officer) |
Bruno Vibert | | ||
| | ||
/s/ Stephen Siegel | | | Director |
Stephen Siegel | |
| | By: | | | /s/ Donald J. Puglisi | |
| | | | Name: Donald J. Puglisi | ||
| | | | Title: Managing Director, Puglisi & Associates |
'0 0V]P>7)I9VAT($AE=VQE='0@
M4&%C:V%R9"P@,C P- !S9C,R !#$0 7?___S)@ !Y0 /V/___[
MH?___:( /; # =?_; $, 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! ?_; $,! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! ?_ !$( K@$N ,!(@ "$0$#$0'_Q ? !!0$!
M 0$! 0 0(#! 4&!P@)"@O_Q "U$ " 0,# @0#!04$! 7T!
M @, !!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F
M)R@I*C0U-C /O!?P_MM"N_&WB;1_#$'BCQ=X8\ ^&WU>]BM&UWQIXSU6#1/
M"_AG28G/FW^L:SJ5PD-I96R22^4EQ=RB.SM+JXAZZOS"_P""BGPJ\%ZKXA_8
M_P#B_J5EJE]XX\*_MJ?LA>%/#-S<>)O$KZ#H.EZU\== N-;N=-\&C5QX/@U_
M65\BRU+Q0="?Q'<:7966DG5%TVW2UJHI.23;5VEHK[_-?UT$W;[TOO=C[MU;
MXW?!O0?B/H?P?UOXJ_#O2/BMXFM'OO#WPWU+QCX?LO&^M6J(T@ETWPQ<7\>L
M78FBCN)[5(;1I+R"RU&>T2:'3K][:OXTT&WU+Q-X[\.Z+I[ZS\./%-AX'\?Z:;W
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M:6U_IVHV%S#>6-_8WD*7%I>V5W;O);W5I=6\D<]M