UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____ .
Commission File Number: 001-37983
TechnipFMC plc
(Exact name of registrant as specified in its charter)
| | | | | |
| United Kingdom | 98-1283037 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
| One St. Paul’s Churchyard | |
| London | |
| United Kingdom | EC4M 8AP |
| (Address of principal executive offices) | (Zip Code) |
+44 203-429-3950
(Registrant’s telephone number, including area code)
| | | | | | | | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Ordinary shares, $1.00 par value per share | FTI | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None.
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | | | | | | | |
| Class | | Outstanding at April 30,July 28, 2021 |
| Ordinary shares, $1.00 par value per share | | 450,668,293450,700,480 |
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of TechnipFMC plc (the “Company,” “we,” “us,” or “our”) contains “forward-looking“forward‑looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include those set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Part II, Item 1A, “Risk Factors” and elsewhere of this Quarterly Report on Form 10-Q, as well as the following:
Risks related to Our Business and Industry
•demand for our products and services, which depends on oil and gas industry activity and expenditure levels that are directly affected byincluding unpredictable trends in the demand for and price of crude oil and natural gas;
• competition and unanticipated changes relating to competitive factors in our industry, including ongoing industry consolidation;
• the COVID-19 pandemic and its impact on the demand for our abilityproducts and services; our inability to develop, implement and protect new technologies and services, as well as our ability to protect and maintain critical intellectual property assets;
•services; the cumulative loss of major contracts, customers or alliances;
•risks associated with the COVID-19 pandemic, the United Kingdom’s withdrawal from the European Union, disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;
•risks associated with The Depository Trust Company the refusal of DTC and Euroclear to act as depository and clearing agencies for clearance services for shares traded onour shares; the New York Stock Exchange (the “NYSE”) andUnited Kingdom’s withdrawal from the Euronext Paris Stock Exchange, respectively;
•European Union; the impact of our existing and future debt, which may limit cash flow available to invest inindebtedness and the ongoing needsrestrictions on our operations by terms of the agreements governing our business and could prevent us from fulfilling our obligations under our outstanding debt;
•a downgrade in our debt rating, which could restrict our ability to accessexisting indebtedness; the capital markets;
•risks related tocaused by our acquisition and divestiture activities;
Risks related to Our Operations
• the risks related to our fixed price contracts, such ascaused by fixed-price contracts; any delays and cost overruns;
•risks related tooverruns of new capital asset construction projects for vessels and manufacturing facilities, such as delays and cost overruns;
•facilities; our abilityfailure to timely deliver our backlog and its effect on our future sales, profitability, and customer relationships;
•backlog; our reliance on subcontractors, suppliers and our joint venture partners; a failure or breach of our IT infrastructure or that of our subcontractors, suppliers or joint venture partners, in the performance of our contracts;
•failure of our information technology infrastructure, including as a result of cyber-attacks,cyber-attacks; the risks of pirates endangering our maritime employees and actualassets; potential liabilities inherent in the industries in which we operate or perceivedhave operated; our failure to comply with data security and privacy obligations;
•piracy risks for our maritime employees and assets;
Risks related to Legal Proceedings, Tax, and Regulatory Matters
•potential liabilities arising out of the installation or use of our products, which may not be covered by insurance or may be in excess of policy limits, of for which expected recoveries may not be realized;
•U.S. and internationalnumerous laws and regulations, including those related to environmental protection, and climate change, health and safety, privacy, data protection and data security, labor and employment, import/export controls, currency change,exchange, bribery and corruption, taxation, privacy, data protection and taxation, that may increase our costs, limitdata security; the demand for our products and servicesadditional restrictions on dividend payouts or restrict our operations;
•risks associated with beingshare repurchases as an English public limited company, including the need to meet certain additional financial requirements before we may declare dividends or repurchase shares and shareholder approval of certain capital structure decisions, which may limit our flexibility to manage our capital;
•the outcome ofcompany; uninsured claims and litigation against us;
•risks associated with tax liabilities, changes in U.S. federal or internationalus, including intellectual property litigation; tax laws, or interpretations to which we are subject;treaties and
Risks regulations and any unfavorable findings by relevant tax authorities; the uncertainties related to the Spin-off and the Related Transactions
•anticipated benefits or our future liabilities related toin connection with the Spin-off (as defined herein) or our inability to achieve some or allspin-off of the anticipated benefits;
•risks associated with being a significant shareholderTechnip Energies (the “Spin-off”); any negative changes in Technip Energies N.V. (“Technip Energies”), including potential fluctuation inEnergies’s results of operations, cash flows and financial position, which impact the value of our remaining investment in Technip Energies;
General Risk Factors
•therein; potential departure of our ability to hire and/or retain the services of key managers and employees;
•the potential impacts of adverse seasonal and weather conditions;
•conditions and unfavorable currency exchange rate fluctuations associatedand risk in connection with our international operations;defined benefit pension plan commitments.
•such other risk factors as set forth in our filings with the U.S. Securities and Exchange Commission and in our filings with the Autorité des marchés financiers.
We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| | | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions, except per share data) | (In millions, except per share data) | | 2021 | | 2020 | (In millions, except per share data) | 2021 | | 2020 | | 2021 | | 2020 |
| Revenue | Revenue | | | | | Revenue | | | | | | | |
| Service revenue | Service revenue | | $ | 826.2 | | | $ | 773.6 | | Service revenue | $ | 913.4 | | | $ | 793.9 | | | $ | 1,739.6 | | | $ | 1,567.5 | |
| Product revenue | Product revenue | | 773.0 | | | 758.0 | | Product revenue | 708.8 | | | 801.4 | | | 1,481.8 | | | 1,559.4 | |
| Lease revenue | Lease revenue | | 32.8 | | | 51.0 | | Lease revenue | 46.6 | | | 24.9 | | | 79.4 | | | 75.9 | |
| Total revenue | Total revenue | | 1,632.0 | | | 1,582.6 | | Total revenue | 1,668.8 | | | 1,620.2 | | | 3,300.8 | | | 3,202.8 | |
| | Costs and expenses | Costs and expenses | | | Costs and expenses | |
| Cost of service revenue | Cost of service revenue | | 743.8 | | | 704.4 | | Cost of service revenue | 833.3 | | | 794.9 | | | 1,577.1 | | | 1,499.3 | |
| Cost of product revenue | Cost of product revenue | | 671.2 | | | 661.7 | | Cost of product revenue | 572.4 | | | 631.7 | | | 1,243.6 | | | 1,293.4 | |
| Cost of lease revenue | Cost of lease revenue | | 26.2 | | | 38.0 | | Cost of lease revenue | 36.8 | | | 24.1 | | | 63.0 | | | 62.1 | |
| Selling, general and administrative expense | Selling, general and administrative expense | | 147.6 | | | 195.3 | | Selling, general and administrative expense | 172.6 | | | 157.8 | | | 320.2 | | | 353.1 | |
| Research and development expense | Research and development expense | | 16.5 | | | 25.4 | | Research and development expense | 19.2 | | | 25.1 | | | 35.7 | | | 50.5 | |
| Impairment, restructuring and other expenses (Note 16) | Impairment, restructuring and other expenses (Note 16) | | 25.5 | | | 3,199.1 | | Impairment, restructuring and other expenses (Note 16) | 2.0 | | | 103.6 | | | 27.5 | | | 3,302.7 | |
| Total costs and expenses | Total costs and expenses | | 1,630.8 | | | 4,823.9 | | Total costs and expenses | 1,636.3 | | | 1,737.2 | | | 3,267.1 | | | 6,561.1 | |
| | Other income (expense), net | Other income (expense), net | | 35.6 | | | (7.9) | | Other income (expense), net | (1.0) | | | (20.3) | | | 34.6 | | | (28.2) | |
| Income from equity affiliates (Note 11) | Income from equity affiliates (Note 11) | | 7.7 | | | 21.1 | | Income from equity affiliates (Note 11) | 12.8 | | | 15.7 | | | 20.5 | | | 36.8 | |
| Income from investment in Technip Energies (Note 11) | | 470.1 | | | 0 | | |
| Income (loss) from investment in Technip Energies (Note 11) | | Income (loss) from investment in Technip Energies (Note 11) | (146.8) | | | 0 | | | 323.3 | | | 0 | |
| Income (loss) before net interest expense and income taxes | Income (loss) before net interest expense and income taxes | | 514.6 | | | (3,228.1) | | Income (loss) before net interest expense and income taxes | (102.5) | | | (121.6) | | | 412.1 | | | (3,349.7) | |
| Interest income | Interest income | | 4.1 | | | 9.8 | | Interest income | 2.7 | | | 18.9 | | | 6.8 | | | 28.7 | |
| Interest expense | Interest expense | | (38.6) | | | (32.8) | | Interest expense | (37.9) | | | (45.5) | | | (76.5) | | | (78.3) | |
| Loss on early extinguishment of debt | Loss on early extinguishment of debt | | (23.5) | | | 0 | | Loss on early extinguishment of debt | 0 | | | 0 | | | (23.5) | | | 0 | |
| | Income (loss) before income taxes | Income (loss) before income taxes | | 456.6 | | | (3,251.1) | | Income (loss) before income taxes | (137.7) | | | (148.2) | | | 318.9 | | | (3,399.3) | |
| Provision (benefit) for income taxes (Note 18) | | 24.5 | | | (23.2) | | |
| Provision for income taxes (Note 18) | | Provision for income taxes (Note 18) | 34.9 | | | 27.6 | | | 59.4 | | | 4.4 | |
| Income (loss) from continuing operations | Income (loss) from continuing operations | | 432.1 | | | (3,227.9) | | Income (loss) from continuing operations | (172.6) | | | (175.8) | | | 259.5 | | | (3,403.7) | |
| Income from continuing operations attributable to non-controlling interests | Income from continuing operations attributable to non-controlling interests | | (1.8) | | | (6.9) | | Income from continuing operations attributable to non-controlling interests | (2.1) | | | (1.8) | | | (3.9) | | | (8.7) | |
| Income (loss) from continuing operations attributable to TechnipFMC plc | Income (loss) from continuing operations attributable to TechnipFMC plc | | 430.3 | | | (3,234.8) | | Income (loss) from continuing operations attributable to TechnipFMC plc | (174.7) | | | (177.6) | | | 255.6 | | | (3,412.4) | |
| Income (loss) from discontinued operations | Income (loss) from discontinued operations | | (60.2) | | | (17.8) | | Income (loss) from discontinued operations | 7.7 | | | 191.1 | | | (52.5) | | | 173.3 | |
| Income from discontinued operations attributable to non-controlling interests | Income from discontinued operations attributable to non-controlling interests | | (1.9) | | | (3.5) | | Income from discontinued operations attributable to non-controlling interests | 0 | | | (1.8) | | | (1.9) | | | (5.3) | |
| Net Income (loss) attributable to TechnipFMC plc | | $ | 368.2 | | | $ | (3,256.1) | | |
| Net income (loss) attributable to TechnipFMC plc | | Net income (loss) attributable to TechnipFMC plc | $ | (167.0) | | | $ | 11.7 | | | $ | 201.2 | | | $ | (3,244.4) | |
| | Earnings (loss) per share from continuing operations attributable to TechnipFMC plc | Earnings (loss) per share from continuing operations attributable to TechnipFMC plc | | | Earnings (loss) per share from continuing operations attributable to TechnipFMC plc | |
| Basic | Basic | | $ | 0.96 | | | $ | (7.23) | | Basic | $ | (0.39) | | | $ | (0.40) | | | $ | 0.57 | | | $ | (7.62) | |
| Diluted | Diluted | | $ | 0.95 | | | $ | (7.23) | | Diluted | $ | (0.39) | | | $ | (0.40) | | | $ | 0.56 | | | $ | (7.62) | |
| | Earnings (loss) per share from discontinued operations attributable to TechnipFMC plc | Earnings (loss) per share from discontinued operations attributable to TechnipFMC plc | | | Earnings (loss) per share from discontinued operations attributable to TechnipFMC plc | |
| Basic and diluted | Basic and diluted | | $ | (0.14) | | | $ | (0.05) | | Basic and diluted | $ | 0.02 | | | $ | 0.42 | | | $ | (0.12) | | | $ | 0.38 | |
| | Total earnings (loss) per share attributable to TechnipFMC plc | Total earnings (loss) per share attributable to TechnipFMC plc | | | Total earnings (loss) per share attributable to TechnipFMC plc | |
| Basic | Basic | | $ | 0.82 | | | $ | (7.28) | | Basic | $ | (0.37) | | | $ | 0.03 | | | $ | 0.45 | | | $ | (7.24) | |
| Diluted | Diluted | | $ | 0.81 | | | $ | (7.28) | | Diluted | $ | (0.37) | | | $ | 0.03 | | | $ | 0.44 | | | $ | (7.24) | |
| | Weighted average shares outstanding (Note 6) | Weighted average shares outstanding (Note 6) | | | Weighted average shares outstanding (Note 6) | |
| Basic | Basic | | 449.7 | | | 447.5 | Basic | 450.6 | | | 448.3 | | | 450.4 | | | 447.9 |
| Diluted | Diluted | | 451.1 | | | 447.5 | Diluted | 450.6 | | | 448.3 | | | 454.9 | | | 447.9 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| | | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions) | (In millions) | | 2021 | | 2020 | (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Net income (loss) attributable to TechnipFMC plc | Net income (loss) attributable to TechnipFMC plc | | $ | 368.2 | | | $ | (3,256.1) | | Net income (loss) attributable to TechnipFMC plc | $ | (167.0) | | | $ | 11.7 | | | $ | 201.2 | | | $ | (3,244.4) | |
| Income from continuing operations attributable to non-controlling interests | Income from continuing operations attributable to non-controlling interests | | (1.8) | | | (6.9) | | Income from continuing operations attributable to non-controlling interests | (2.1) | | | (1.8) | | | (3.9) | | | (8.7) | |
| Income from discontinued operations attributable to non-controlling interests | Income from discontinued operations attributable to non-controlling interests | | (1.9) | | | (3.5) | | Income from discontinued operations attributable to non-controlling interests | 0 | | | (1.8) | | | (1.9) | | | (5.3) | |
| Net Income (loss) attributable to TechnipFMC plc, including non-controlling interest | Net Income (loss) attributable to TechnipFMC plc, including non-controlling interest | | 371.9 | | | (3,245.7) | | Net Income (loss) attributable to TechnipFMC plc, including non-controlling interest | (164.9) | | | 15.3 | | | 207.0 | | | (3,230.4) | |
| | Foreign currency translation adjustments(a) | Foreign currency translation adjustments(a) | | (28.1) | | | (217.9) | | Foreign currency translation adjustments(a) | 83.5 | | | 15.1 | | | 55.4 | | | (202.8) | |
| | Net losses on hedging instruments | Net losses on hedging instruments | | | Net losses on hedging instruments | |
| Net losses arising during the period | | (14.5) | | | (89.3) | | |
| Net (gains) losses arising during the period | | Net (gains) losses arising during the period | 2.5 | | | 34.0 | | | (12.0) | | | (55.3) | |
| Reclassification adjustment for net (gains) losses included in net income | Reclassification adjustment for net (gains) losses included in net income | | (2.7) | | | 0.1 | | Reclassification adjustment for net (gains) losses included in net income | 4.7 | | | 4.7 | | | 2.0 | | | 4.8 | |
Net losses on hedging instruments(b) | Net losses on hedging instruments(b) | | (17.2) | | | (89.2) | | Net losses on hedging instruments(b) | 7.2 | | | 38.7 | | | (10.0) | | | (50.5) | |
| | | Pension and other post-retirement benefits | Pension and other post-retirement benefits | | | Pension and other post-retirement benefits | |
| Net gains (losses) arising during the period | Net gains (losses) arising during the period | | 3.5 | | | (0.7) | | Net gains (losses) arising during the period | (2.3) | | | 2.9 | | | 1.2 | | | 2.2 | |
| | Reclassification adjustment for amortization of prior service cost included in net loss | Reclassification adjustment for amortization of prior service cost included in net loss | | 0.1 | | | 0.3 | | Reclassification adjustment for amortization of prior service cost included in net loss | 0.2 | | | 0.2 | | | 0.3 | | | 0.5 | |
| Reclassification adjustment for amortization of net actuarial loss included in net loss | Reclassification adjustment for amortization of net actuarial loss included in net loss | | 4.8 | | | 2.2 | | Reclassification adjustment for amortization of net actuarial loss included in net loss | 4.8 | | | 2.2 | | | 9.6 | | | 4.4 | |
| Net pension and other postretirement benefits(c) | Net pension and other postretirement benefits(c) | | 8.4 | | | 1.8 | | Net pension and other postretirement benefits(c) | 2.7 | | | 5.3 | | | 11.1 | | | 7.1 | |
| Other comprehensive income (loss), net of tax | Other comprehensive income (loss), net of tax | | (36.9) | | | (305.3) | | Other comprehensive income (loss), net of tax | 93.4 | | | 59.1 | | | 56.5 | | | (246.2) | |
| Comprehensive income (loss) | Comprehensive income (loss) | | 335.0 | | | (3,551.0) | | Comprehensive income (loss) | (71.5) | | | 74.4 | | | 263.5 | | | (3,476.6) | |
| Comprehensive (income) loss attributable to non-controlling interest | Comprehensive (income) loss attributable to non-controlling interest | | (3.8) | | | 0.7 | | Comprehensive (income) loss attributable to non-controlling interest | (1.9) | | | (6.8) | | | (5.7) | | | (6.1) | |
| Comprehensive income (loss) attributable to TechnipFMC plc | Comprehensive income (loss) attributable to TechnipFMC plc | | $ | 331.2 | | | $ | (3,550.3) | | Comprehensive income (loss) attributable to TechnipFMC plc | $ | (73.4) | | | $ | 67.6 | | | $ | 257.8 | | | $ | (3,482.7) | |
(a)Net of income tax benefit of NaN and NaN for the three and six months ended March 31,June 30, 2021 and 2020, respectively.2020.
(b)Net of income tax (expense) benefit of $4.9$(1.9) million and $22.5$(6.7) million for the three months ended March 31,June 30, 2021 and 2020, respectively, and $3.0 million and $15.8 million for the six months ended June 30, 2021 and 2020, respectively.
(c)Net of income tax expense(expense) benefit of $(2.1)$(1.3) million and $(0.6)$(0.9) million for the three months ended March 31,June 30, 2021 and 2020, respectively, and $(3.4) million and $(1.5) million for the six months ended June 30, 2021 and 2020, respectively.
The accompanying notes are an integral part of the condensed consolidated financial statements.
TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| | | | | | | | | | | |
| (In millions, except par value data) | June 30,
2021 | | December 31,
2020 |
| Assets | | | |
| Cash and cash equivalents | $ | 854.9 | | | $ | 1,269.2 | |
| Trade receivables, net of allowances of $43.5 in 2021 and $40.2 in 2020 | 1,272.3 | | | 987.7 | |
| Contract assets, net of allowances of $0.2 in 2021 and $2.4 in 2020 | 928.3 | | | 886.8 | |
| Inventories, net (Note 8) | 1,135.8 | | | 1,252.8 | |
| Derivative financial instruments (Note 19) | 186.0 | | | 268.7 | |
| Income taxes receivable | 107.6 | | | 274.7 | |
| Advances paid to suppliers | 60.6 | | | 96.3 | |
| | | |
| Other current assets (Note 9) | 578.7 | | | 683.4 | |
| Investment in Technip Energies | 760.0 | | | 0 | |
| Current assets of discontinued operations | 0 | | | 5,725.1 | |
| Total current assets | 5,884.2 | | | 11,444.7 | |
| Investments in equity affiliates | 324.0 | | | 305.5 | |
| Property, plant and equipment, net of accumulated depreciation of $2,423.6 in 2021 and $2,154.2 in 2020 | 2,712.7 | | | 2,756.2 | |
| Operating lease right-of-use assets | 728.6 | | | 784.9 | |
| Finance lease right-of-use assets | 50.4 | | | 27.5 | |
| | | |
| Intangible assets, net of accumulated amortization of $446.4 in 2021 and $493.1 in 2020 | 809.7 | | | 851.3 | |
| Deferred income taxes | 40.3 | | | 34.2 | |
| Derivative financial instruments (Note 19) | 12.9 | | | 29.2 | |
| | | |
| Other assets | 165.1 | | | 175.6 | |
| Non-current assets of discontinued operations | 0 | | | 3,283.5 | |
| Total assets | $ | 10,727.9 | | | $ | 19,692.6 | |
| | | |
| Liabilities and equity | | | |
| Short-term debt and current portion of long-term debt (Note 13) | $ | 297.7 | | | $ | 624.7 | |
| Operating lease liabilities | 133.2 | | | 195.5 | |
| Finance lease liabilities | 0.7 | | | 26.9 | |
| Accounts payable, trade | 1,307.2 | | | 1,201.0 | |
| Contract liabilities | 833.6 | | | 1,046.8 | |
| Accrued payroll | 185.6 | | | 186.8 | |
| Derivative financial instruments (Note 19) | 128.8 | | | 157.5 | |
| Income taxes payable | 68.4 | | | 61.2 | |
| Other current liabilities (Note 9) | 805.7 | | | 818.3 | |
| Current liabilities of discontinued operations | 0 | | | 6,096.5 | |
| Total current liabilities | 3,760.9 | | | 10,415.2 | |
| Long-term debt, less current portion (Note 13) | 2,180.2 | | | 2,835.5 | |
| Operating lease liabilities, less current portion | 658.0 | | | 632.8 | |
| Financing lease liabilities, less current portion | 51.5 | | | 0 | |
| Deferred income taxes | 80.5 | | | 79.3 | |
| Accrued pension and other post-retirement benefits, less current portion | 239.5 | | | 268.4 | |
| Derivative financial instruments (Note 19) | 13.6 | | | 18.8 | |
| Other liabilities | 114.4 | | | 103.3 | |
| Non-current liabilities of discontinued operations | 0 | | | 1,081.3 | |
| Total liabilities | 7,098.6 | | | 15,434.6 | |
| Commitments and contingent liabilities (Note 17) | 0 | | 0 |
| Mezzanine equity | | | |
| Redeemable non-controlling interest (Note 20) | 0 | | | 43.7 | |
| Stockholders’ equity (Note 14) | | | |
| Ordinary shares, $1.00 par value; 618.3 shares authorized in 2021 and 2020; 450.6 shares and 449.5 shares issued and outstanding in 2021 and 2020, respectively | 450.6 | | | 449.5 | |
| Capital in excess of par value of ordinary shares | 9,144.7 | | | 10,242.4 | |
| Accumulated deficit | (4,714.0) | | | (4,915.2) | |
| Accumulated other comprehensive loss | (1,294.9) | | | (1,622.5) | |
| Total TechnipFMC plc stockholders’ equity | 3,586.4 | | | 4,154.2 | |
| Non-controlling interests | 42.9 | | | 40.4 | |
| Non-controlling interests of discontinued operations | 0 | | | 19.7 | |
| Total equity | 3,629.3 | | | 4,214.3 | |
| Total liabilities and equity | $ | 10,727.9 | | | $ | 19,692.6 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETSSTATEMENTS OF CASH FLOWS (UNAUDITED)
| | | | | | | | | | | |
| (In millions, except par value data) | March 31,
2021 | | December 31,
2020 |
| Assets | | | |
| Cash and cash equivalents | $ | 752.8 | | | $ | 1,269.2 | |
| Trade receivables, net of allowances of $38.5 in 2021 and $40.2 in 2020 | 1,046.4 | | | 987.1 | |
| Contract assets, net of allowances of $1.1 in 2021 and $2.4 in 2020 | 1,008.7 | | | 934.1 | |
| Inventories, net (Note 8) | 1,164.8 | | | 1,252.8 | |
| Derivative financial instruments (Note 19) | 203.5 | | | 268.7 | |
| Income taxes receivable | 131.6 | | | 276.8 | |
| Advances paid to suppliers | 80.6 | | | 96.3 | |
| | | |
| Other current assets (Note 9) | 625.8 | | | 662.9 | |
| Investment in Technip Energies | 1,249.0 | | | 0 | |
| Current assets of discontinued operations | 0 | | | 5,696.8 | |
| Total current assets | 6,263.2 | | | 11,444.7 | |
| Investments in equity affiliates | 316.9 | | | 305.5 | |
| Property, plant and equipment, net of accumulated depreciation of $2,400.6 in 2021 and $2,154.2 in 2020 | 2,690.8 | | | 2,744.7 | |
| Operating lease right-of-use assets | 750.5 | | | 784.9 | |
| Finance lease right-of-use assets | 51.5 | | | 27.5 | |
| | | |
| Intangible assets, net of accumulated amortization of $422.8 in 2021 and $493.1 in 2020 | 832.7 | | | 851.3 | |
| Deferred income taxes | 57.3 | | | 49.4 | |
| Derivative financial instruments (Note 19) | 35.3 | | | 29.2 | |
| | | |
| Other assets | 167.3 | | | 161.8 | |
| Non-current assets of discontinued operations | 0 | | | 3,293.6 | |
| Total assets | $ | 11,165.5 | | | $ | 19,692.6 | |
| | | |
| Liabilities and equity | | | |
| Short-term debt and current portion of long-term debt (Note 13) | $ | 96.8 | | | $ | 624.7 | |
| Operating lease liabilities | 161.6 | | | 195.5 | |
| Finance lease liabilities | 51.1 | | | 26.9 | |
| Accounts payable, trade | 1,247.9 | | | 1,195.2 | |
| Contract liabilities | 892.5 | | | 1,045.7 | |
| Accrued payroll | 178.4 | | | 186.8 | |
| Derivative financial instruments (Note 19) | 172.5 | | | 157.5 | |
| Income taxes payable | 84.9 | | | 61.5 | |
| Other current liabilities (Note 9) | 985.6 | | | 800.1 | |
| Current liabilities of discontinued operations | 0 | | | 6,121.3 | |
| Total current liabilities | 3,871.3 | | | 10,415.2 | |
| Long-term debt, less current portion (Note 13) | 2,434.3 | | | 2,835.5 | |
| Operating lease liabilities, less current portion | 656.4 | | | 632.8 | |
| Deferred income taxes | 60.7 | | | 79.3 | |
| Accrued pension and other post-retirement benefits, less current portion | 248.9 | | | 268.4 | |
| Derivative financial instruments (Note 19) | 34.2 | | | 18.8 | |
| Other liabilities | 119.6 | | | 103.3 | |
| Non-current liabilities of discontinued operations | 0 | | | 1,081.3 | |
| Total liabilities | 7,425.4 | | | 15,434.6 | |
| Commitments and contingent liabilities (Note 17) | 0 | | 0 |
| Mezzanine equity | | | |
| Redeemable non-controlling interest | 44.6 | | | 43.7 | |
| Stockholders’ equity (Note 14) | | | |
| Ordinary shares, $1.00 par value; 618.3 shares authorized in 2021 and 2020; 449.8 shares and 449.5 shares issued and outstanding in 2021 and 2020, respectively | 449.8 | | | 449.5 | |
| Capital in excess of par value of ordinary shares | 9,152.1 | | | 10,242.4 | |
| Accumulated deficit | (4,547.0) | | | (4,915.2) | |
| Accumulated other comprehensive loss | (1,400.8) | | | (1,622.5) | |
| Total TechnipFMC plc stockholders’ equity | 3,654.1 | | | 4,154.2 | |
| Non-controlling interests | 41.4 | | | 40.4 | |
| Non-controlling interests of discontinued operations | 0 | | | 19.7 | |
| Total equity | 3,695.5 | | | 4,214.3 | |
| Total liabilities and equity | $ | 11,165.5 | | | $ | 19,692.6 | |
| | | | | | | | | | | |
| (In millions) | Six Months Ended June 30, |
| 2021 | | 2020 |
| Cash provided (required) by operating activities | | | |
| | | |
| | | |
| Net income (loss) from continuing operations | $ | 259.5 | | | $ | (3,403.7) | |
| Adjustments to reconcile income (loss) from continuing operations to cash provided (required) by operating activities | | | |
| Depreciation | 145.7 | | | 153.0 | |
| Amortization | 47.5 | | | 51.1 | |
| Impairments | 19.6 | | | 3,221.7 | |
| Employee benefit plan and share-based compensation costs | 10.5 | | | 28.5 | |
| Deferred income tax benefit, net | (14.0) | | | (25.7) | |
| Income from investment in Technip Energies | (323.3) | | | 0 | |
| Unrealized (gain) loss on derivative instruments and foreign exchange | 61.4 | | | (5.2) | |
| Income from equity affiliates, net of dividends received | (20.4) | | | (35.8) | |
| Loss on early extinguishment of debt | 23.5 | | | 0 | |
| Other | 3.9 | | | (13.9) | |
| Changes in operating assets and liabilities, net of effects of acquisitions | | | |
| Trade receivables, net and contract assets | (353.5) | | | (126.8) | |
| Inventories, net | 122.6 | | | (56.8) | |
| Accounts payable, trade | 108.4 | | | (72.8) | |
| Contract liabilities | (206.9) | | | 51.3 | |
| Income taxes payable (receivable), net | 173.6 | | | 4.5 | |
| Other current assets and liabilities, net | 34.5 | | | (181.5) | |
| Other non-current assets and liabilities, net | 3.0 | | | (3.5) | |
| Cash provided (required) by operating activities from continuing operations | 95.6 | | | (415.6) | |
| Cash provided by operating activities from discontinued operations | 66.3 | | | 349.6 | |
| Cash provided (required) by operating activities | 161.9 | | | (66.0) | |
| | | |
| Cash provided (required) by investing activities | | | |
| Capital expenditures | (83.9) | | | (163.6) | |
| Proceeds from redemption of debt securities | 24.2 | | | 0 | |
| Payment to acquire debt securities | (29.1) | | | 0 | |
| Proceeds from sales of assets | 88.7 | | | 25.0 | |
| Proceeds from sale of investment in Technip Energies | 458.1 | | | 0 | |
| Proceeds from repayment of advances to joint venture | 12.5 | | | 12.5 | |
| Other | 0 | | | 11.2 | |
| Cash provided (required) by investing activities from continuing operations | 470.5 | | | (114.9) | |
| Cash required by investing activities from discontinued operations | (4.5) | | | (22.4) | |
| Cash provided (required) by investing activities | 466.0 | | | (137.3) | |
| | | |
| Cash provided (required) by financing activities | | | |
| Net increase in short-term debt | (23.1) | | | 24.0 | |
| Net decrease in commercial paper | (974.3) | | | (39.1) | |
| | | |
| Proceeds from issuance of long-term debt | 1,164.4 | | | 163.6 | |
| Repayments of long-term debt | (1,065.8) | | | 0 | |
| Payments for debt issuance costs | (53.5) | | | 0 | |
| Dividends paid | 0 | | | (59.2) | |
| Payments related to taxes withheld on share-based compensation | (2.4) | | | — | |
| | | |
| Other | (1.1) | | | (6.4) | |
| Cash provided (required) by financing activities from continuing operations | (955.8) | | | 82.9 | |
| Cash required by financing activities from discontinued operations | (79.1) | | | (327.2) | |
| Cash required by financing activities | (1,034.9) | | | (244.3) | |
| Effect of changes in foreign exchange rates on cash and cash equivalents | (7.3) | | | (42.0) | |
| Change in cash and cash equivalents | (414.3) | | | (489.6) | |
| Cash and cash equivalents, beginning of period | 1,269.2 | | | 1,563.1 | |
| Cash and cash equivalents, end of period | $ | 854.9 | | | $ | 1,073.5 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
| | | | | | | | | | | |
| (In millions) | Three Months Ended March 31, |
| 2021 | | 2020 |
| Cash provided (required) by operating activities | | | |
| | | |
| | | |
| Net income (loss) from continuing operations | $ | 432.1 | | | $ | (3,227.9) | |
| Adjustments to reconcile income (loss) from continuing operations to cash provided (required) by operating activities | | | |
| Depreciation | 71.1 | | | 78.4 | |
| Amortization | 24.1 | | | 25.5 | |
| Impairments | 18.8 | | | 3,188.0 | |
| Employee benefit plan and share-based compensation costs | 4.7 | | | 16.3 | |
| Deferred income tax benefit, net | (31.9) | | | (58.7) | |
| Income from investment in Technip Energies | (470.1) | | | 0 | |
| Unrealized loss on derivative instruments and foreign exchange | (5.5) | | | 92.6 | |
| Income from equity affiliates, net of dividends received | (7.7) | | | (22.1) | |
| Loss on early extinguishment of debt | 23.5 | | | 0 | |
| Other | (0.1) | | | (5.1) | |
| Changes in operating assets and liabilities, net of effects of acquisitions | | | |
| Trade receivables, net and contract assets | (165.6) | | | 38.3 | |
| Inventories, net | 66.0 | | | (29.1) | |
| Accounts payable, trade | 84.8 | | | (56.9) | |
| Contract liabilities | (132.9) | | | 50.3 | |
| Income taxes payable (receivable), net | 165.3 | | | 43.4 | |
| Other current assets and liabilities, net | 100.7 | | | (676.7) | |
| Other noncurrent assets and liabilities, net | 4.2 | | | 103.9 | |
| Cash provided (required) by operating activities from continuing operations | 181.5 | | | (439.8) | |
| Cash provided by operating activities from discontinued operations | 66.3 | | | 467.7 | |
| Cash provided by operating activities | 247.8 | | | 27.9 | |
| | | |
| Cash provided (required) by investing activities | | | |
| Capital expenditures | (44.2) | | | (75.5) | |
| Proceeds from sale of debt securities | 24.2 | | | 0 | |
| Cash received from divestiture | 0 | | | 2.5 | |
| Proceeds from sale of assets | 4.4 | | | 7.1 | |
| Proceed from sale of investment in Technip Energies | 100.0 | | | 0 | |
| Advances from BPI | 100.0 | | | 0 | |
| Proceeds from repayment of advances to joint venture | 12.5 | | | 0 | |
| Other | 0 | | | 1.9 | |
| Cash provided (required) by investing activities from continuing operations | 196.9 | | | (64.0) | |
| Cash required by investing activities from discontinued operations | (4.5) | | | (9.5) | |
| Cash provided (required) by investing activities | 192.4 | | | (73.5) | |
| | | |
| Cash provided (required) by financing activities | | | |
| Net increase in short-term debt | 6.2 | | | 73.6 | |
| Net decrease in commercial paper | (953.1) | | | (309.2) | |
| Proceeds from revolving credit facility | 200.0 | | | 500.0 | |
| Proceeds from issuance of long-term debt | 1,000.0 | | | 0 | |
| Repayments of long-term debt | (1,065.8) | | | 0 | |
| Payments for debt issuance costs | (53.5) | | | 0 | |
| Payments related to taxes withheld on share-based compensation | 0 | | | (3.2) | |
| Cash paid for finance leases | (0.4) | | | 0 | |
| | | |
| Cash provided (required) by financing activities from continuing operations | (866.6) | | | 261.2 | |
| Cash provided (required) by financing activities from discontinued operations | (79.1) | | | (458.2) | |
| Cash required by financing activities | (945.7) | | | (197.0) | |
| Effect of changes in foreign exchange rates on cash and cash equivalents | (10.9) | | | (9.7) | |
| Decrease in cash and cash equivalents | (516.4) | | | (252.3) | |
| Cash and cash equivalents, beginning of period | 1,269.2 | | | 1,188.0 | |
| Cash and cash equivalents, end of period | $ | 752.8 | | | $ | 935.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | Ordinary Shares | | | | Capital in Excess of Par Value of Ordinary Shares | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | Non-controlling Interest | | Total Stockholders’ Equity |
| Balance as of March 31, 2020 | $ | 448.3 | | | | | $ | 10,196.8 | | | $ | (4,887.0) | | | $ | (1,701.7) | | | $ | 28.4 | | | $ | 4,084.8 | |
| Net income (loss) | — | | | | | — | | | 11.7 | | | — | | | 3.6 | | | 15.3 | |
| Other comprehensive income | — | | | | | — | | | — | | | 55.9 | | | 3.2 | | | 59.1 | |
| Issuance of ordinary shares | 1.0 | | | | | — | | | — | | | — | | | — | | | 1.0 | |
| Share-based compensation (Note 15) | — | | | | | 16.8 | | | — | | | — | | | — | | | 16.8 | |
| Other | — | | | | | — | | | (0.7) | | | — | | | (0.7) | | | (1.4) | |
| Balance as of June 30, 2020 | $ | 449.3 | | | | | $ | 10,213.6 | | | $ | (4,876.0) | | | $ | (1,645.8) | | | $ | 34.5 | | | $ | 4,175.6 | |
| | | | | | | | | | | | | |
| Balance as of March 31, 2021 | $ | 449.8 | | | | | $ | 9,152.1 | | | $ | (4,547.0) | | | $ | (1,400.8) | | | $ | 41.4 | | | $ | 3,695.5 | |
| | | | | | | | | | | | | |
| Net income (loss) | — | | | | | — | | | (167.0) | | | — | | | 2.1 | | | (164.9) | |
| Other comprehensive income (loss) | — | | | | | — | | | — | | | 93.6 | | | (0.2) | | | 93.4 | |
| | | | | | | | | | | | | |
| Issuance of ordinary shares | 0.8 | | | | | — | | | — | | | — | | | — | | | 0.8 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Share-based compensation (Note 15) | — | | | | | 7.3 | | | — | | | — | | | — | | | 7.3 | |
| Spin-off of Technip Energies | — | | | | | (14.7) | | | — | | | 12.3 | | | — | | | (2.4) | |
| Other | — | | | | | — | | | — | | | — | | | (0.4) | | | (0.4) | |
| Balance as of June 30, 2021 | $ | 450.6 | | | | | $ | 9,144.7 | | | $ | (4,714.0) | | | $ | (1,294.9) | | | $ | 42.9 | | | $ | 3,629.3 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2021 and 2020
| | (In millions) | (In millions) | Ordinary Shares | | Capital in
Excess of Par
Value of
Ordinary Shares | | Accumulated Deficit | | Accumulated
Other
Comprehensive
Income
(Loss) | | Non-controlling
Interest | | Total
Stockholders’
Equity | (In millions) | Ordinary Shares | | Capital in
Excess of Par
Value of
Ordinary Shares | | Accumulated Deficit | | Accumulated
Other
Comprehensive
Income
(Loss) | | Non-controlling
Interest | | Total
Stockholders’
Equity |
| Balance as of December 31, 2019 | Balance as of December 31, 2019 | 447.1 | | | 10,182.8 | | | (1,563.1) | | | (1,407.5) | | | 28.8 | | | 7,688.1 | | Balance as of December 31, 2019 | 447.1 | | | 10,182.8 | | | (1,563.1) | | | (1,407.5) | | | 28.8 | | | 7,688.1 | |
| Adoption of accounting standards (Note 3) | Adoption of accounting standards (Note 3) | — | | | — | | | (7.8) | | | — | | | — | | | (7.8) | | Adoption of accounting standards (Note 3) | — | | | — | | | (7.8) | | | — | | | — | | | (7.8) | |
| Net income (loss) | Net income (loss) | — | | | — | | | (3,256.1) | | | — | | | 10.4 | | | (3,245.7) | | Net income (loss) | — | | | — | | | (3,244.4) | | | — | | | 14.0 | | | (3,230.4) | |
| Other comprehensive loss | Other comprehensive loss | — | | | — | | | — | | | (294.2) | | | (11.1) | | | (305.3) | | Other comprehensive loss | — | | | — | | | — | | | (238.3) | | | (7.9) | | | (246.2) | |
| Issuance of ordinary shares | Issuance of ordinary shares | 1.2 | | | (7.6) | | | — | | | — | | | — | | | (6.4) | | Issuance of ordinary shares | 2.2 | | | (7.6) | | | — | | | — | | | — | | | (5.4) | |
| Cash dividends declared ($0.13 per share) | Cash dividends declared ($0.13 per share) | — | | | — | | | (59.2) | | | — | | | — | | | (59.2) | | Cash dividends declared ($0.13 per share) | — | | | — | | | (59.2) | | | — | | | — | | | (59.2) | |
| Share-based compensation (Note 15) | Share-based compensation (Note 15) | — | | | 21.6 | | | — | | | — | | | — | | | 21.6 | | Share-based compensation (Note 15) | — | | | 38.4 | | | — | | | — | | | — | | | 38.4 | |
| Other | Other | — | | | — | | | (0.8) | | | — | | | 0.3 | | | (0.5) | | Other | — | | | — | | | (1.5) | | | — | | | (0.4) | | | (1.9) | |
| Balance as of March 31, 2020 | 448.3 | | | 10,196.8 | | | (4,887.0) | | | (1,701.7) | | | 28.4 | | | 4,084.8 | | |
| Balance as of June 30, 2020 | | Balance as of June 30, 2020 | 449.3 | | | 10,213.6 | | | (4,876.0) | | | (1,645.8) | | | 34.5 | | | 4,175.6 | |
| | Balance as of December 31, 2020 | Balance as of December 31, 2020 | 449.5 | | | 10,242.4 | | | (4,915.2) | | | (1,622.5) | | | 60.1 | | | 4,214.3 | | Balance as of December 31, 2020 | 449.5 | | | 10,242.4 | | | (4,915.2) | | | (1,622.5) | | | 60.1 | | | 4,214.3 | |
| | Net income (loss) | — | | | — | | | 368.2 | | | — | | | 3.7 | | | 371.9 | | |
| Other comprehensive loss | — | | | — | | | — | | | (37.0) | | | 0.1 | | | (36.9) | | |
| Net income | | Net income | — | | | — | | | 201.2 | | | — | | | 5.8 | | | 207.0 | |
| Other comprehensive income (loss) | | Other comprehensive income (loss) | — | | | — | | | — | | | 56.6 | | | (0.1) | | | 56.5 | |
| Issuance of ordinary shares | Issuance of ordinary shares | 0.3 | | | — | | | — | | | — | | | — | | | 0.3 | | Issuance of ordinary shares | 1.1 | | | — | | | — | | | — | | | — | | | 1.1 | |
| Share-based compensation (Note 15) | Share-based compensation (Note 15) | — | | | 3.4 | | | — | | | — | | | — | | | 3.4 | | Share-based compensation (Note 15) | — | | | 10.7 | | | — | | | — | | | — | | | 10.7 | |
| Spin-off of Technip Energies (Note 2) | Spin-off of Technip Energies (Note 2) | — | | | (1,093.7) | | | 0 | | | 258.7 | | | (19.9) | | | (854.9) | | Spin-off of Technip Energies (Note 2) | — | | | (1,108.4) | | | — | | | 271.0 | | | (19.9) | | | (857.3) | |
| | Other | Other | — | | | — | | | — | | | — | | | (2.6) | | | (2.6) | | Other | — | | | — | | | — | | | — | | | (3.0) | | | (3.0) | |
| Balance as of March 31, 2021 | 449.8 | | | 9,152.1 | | | (4,547.0) | | | (1,400.8) | | | 41.4 | | | 3,695.5 | | |
| Balance as of June 30, 2021 | | Balance as of June 30, 2021 | 450.6 | | | 9,144.7 | | | (4,714.0) | | | (1,294.9) | | | 42.9 | | | 3,629.3 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements of TechnipFMC plc and its consolidated subsidiaries (“TechnipFMC”,TechnipFMC,” the “Company,” “we,” “us,” or “our”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) pertaining to interim financial information. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read together with our audited consolidated financial statements contained in our Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2020.
Our accounting policies are in accordance with GAAP. The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from our estimates.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments as well as adjustments to our financial position pursuant to a business combination, necessary for a fair statement of our financial condition and operating results as of and for the periods presented. Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these financial statements may not be representative of the results that may be expected for the year ending December 31, 2021.
NOTE 2. DISCONTINUED OPERATIONS
The Spin-off
On February 16, 2021, we completed our separation into two2 independent publicly traded companies: TechnipFMC, a fully integrated technology and service provider, and Technip Energies, a leading engineering and technology player (“Technip Energies”). The transaction was structured as a spin-off (the “Spin-off”), which occurred by way of a pro rata dividend (the “Distribution”) to our shareholders of 50.1 percent50.1% of the outstanding shares in Technip Energies N.V. Each of our shareholders received one ordinary share of Technip Energies N.V. for every five ordinary shares of TechnipFMC held at 5:00 p.m., Eastern Standard time, on the record date, February 17, 2021. Technip Energies N.V. is now an independent public company and its shares trade under the ticker symbol “TE” on the Euronext Paris Stock Exchange.
In connection with the Spin-off, TechnipFMC and Technip Energies entered into a separation and distribution agreement, as well as various other agreements, including among others a tax matters agreement, an employee matters agreement and a transition services agreement and certain agreements relating to intellectual property. These agreements provide for the allocation between TechnipFMC and Technip Energies of assets, employees, taxes, liabilities and obligations attributable to periods prior to, at and after the Spin-off.
Discontinued Operations
The Spin-off represented a strategic shift that will have a major impact to our operations and consolidated financial statements, accordingly Technip Energies has been presented as discontinued operations in the consolidated statements of income, consolidated balance sheets and the consolidated statements of cash flows. Therefore, the results of Technip Energies were presented as discontinued operations for the three months ended March 31, 2021 and 2020 including thestatements. Accordingly, historical results of Technip Energies prior to the Distribution on February 16, 2021. Our2021 have been presented as discontinued operations in our condensed consolidated statements of income, condensed consolidated balance sheets and condensed consolidated statements of cash flows for the three and six months ended June 30, 2021 and 2020. Our condensed consolidated statements of income, condensed consolidated balance sheets and condensed consolidated statements of cash flows and notes to the condensed consolidated financial statements have been updated to reflect continuing operations only.
The following table summarizes the components of income from discontinued operations, net of tax:
| | | Three Months Ended | | | | | | | | | | | | | | | | | | | | |
| | March 31, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| (In millions) | (In millions) | 2021 | | 2020 | (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Revenue | Revenue | $ | 906.0 | | | $ | 1,547.7 | | Revenue | $ | 0 | | | $ | 1,538.3 | | | $ | 906.0 | | | $ | 3,086.0 | |
| Costs and expenses | Costs and expenses | 889.3 | | | 1,442.4 | | Costs and expenses | 0 | | | 1,317.2 | | | 889.3 | | | 2,759.6 | |
| Other income and interest expense, net | Other income and interest expense, net | (18.6) | | | (62.2) | | Other income and interest expense, net | 0 | | | (39.9) | | | (18.6) | | | (102.1) | |
| Income (loss) from discontinued operations before income taxes | Income (loss) from discontinued operations before income taxes | $ | (1.9) | | | $ | 43.1 | | Income (loss) from discontinued operations before income taxes | $ | 0 | | | $ | 181.2 | | | $ | (1.9) | | | $ | 224.3 | |
| Income (loss) from discontinued operations, net of income taxes | Income (loss) from discontinued operations, net of income taxes | $ | (60.2) | | | $ | (17.8) | | Income (loss) from discontinued operations, net of income taxes | $ | 7.7 | | | $ | 191.1 | | | $ | (52.5) | | | $ | 173.3 | |
Assets and liabilities of discontinued operations are summarized below:
| | | | | | | | |
| | December 31, |
| (In millions) | | 2020 |
| Assets | | |
| Cash and cash equivalents | | $ | 3,538.6 | |
| Trade receivables, net of allowances | | 1,302.71,302.1 | |
| Contract assets | | 333.5380.8 | |
| Other current assets | | 522.0503.6 | |
| Total current assets of discontinued operations | | 5,696.85,725.1 | |
| Property, plant and equipment, net of accumulated depreciation | | 117.1105.6 | |
| Goodwill | | 2,512.5 | |
| Other assets | | 664.0665.4 | |
| Total non-current assets of discontinued operations | | 3,293.63,283.5 | |
| Total assets of discontinued operations | | $ | 8,990.49,008.6 | |
| | |
| Liabilities | | |
| Accounts payable, trade | | $ | 1,545.11,539.5 | |
| Contract liabilities | | 3,690.43,689.3 | |
| Other current liabilities | | 885.8867.7 | |
| Total current liabilities of discontinued operations | | 6,121.36,096.5 | |
| Long-term debt, less current portion | | 482.2 | |
| Operating lease liabilities | | 248.2 | |
| Other liabilities | | 350.9 | |
| Total non-current liabilities of discontinued operations | | 1,081.3 | |
| Total liabilities of discontinued operations | | $ | 7,202.67,177.8 | |
On February 16, 2021, all assets and liabilities of Technip Energies were spun-off,spun-off; therefore, as of March 31,June 30, 2021, there were no assets and liabilities classified as discontinued operations.
NOTE 3. NEW ACCOUNTING STANDARDS
Recently Adopted Accounting Standards under GAAP
In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” This update amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other post-retirement plans. We adopted this amendment as of January 1, 2021, which did not have a material impact on our condensed consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes to Topic 740—Simplifying the Accounting for Income Taxes.” The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This update also improves and simplifies areas of generally accepted accounting principles (GAAP)GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. We adopted this amendment as of January 1, 2021, which did not have a material impact on our condensed consolidated financial statements.
In January 2020, the FASB issued ASU No. 2020-01, "“Investments—Equity Securities (Topic 321),"” “Investments—Equity Method and Joint Ventures (Topic 323),” and “Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” and made targeted improvements to address certain aspects of accounting for financial instruments. This update clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments—Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The new ASU also clarifies that, when determining the accounting for certain forward contracts and purchased options, a company should not consider whether underlying securities would be accounted for under the equity method or fair value option upon settlement or exercise. We adopted this amendment as of January 1, 2021, which did not have a material impact on our condensed consolidated financial statements.
In October 2020, the FASB issued ASU No. 2020-10, “Codification Improvements.” The amendments in this update improve consistency by amending the accounting standards codification (the “Codification”) to include all disclosure guidance in the appropriate sections and clarify the application of various provisions in the Codification by amending and adding new headings, cross referencingcross-referencing to other guidance, and refining or correcting terminology. We adopted this update at January 1, 2021, which did not have a material impact on our condensed consolidated financial statements.
Recently Issued Accounting Standards under GAAP
In March 2020, the FASB issued ASU No. 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848).” In addition, in January 2021, FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848)” which clarifies the scope of Topic 848. The amendments in these updates apply only to contracts, hedging relationships, and other transactions that reference LIBORthe London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this update are effective as of March 12, 2020 through December 31, 2022. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements.
In August 2020, the FASB issued ASU No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40).”. This update simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The amendments into this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. We do not anticipate the adoption of this update to have a material impact on our condensed consolidated financial statements.
NOTE 4. REVENUE
The majority of our revenue is from long-term contracts associated with designing and manufacturing products and systems and providing services to customers involved in exploration and production of crude oil and natural gas.
Disaggregation of Revenue
Revenues are disaggregated by geographic location and contract types.
The following tables present products and servicestotal revenue by geography for each reportable segment for the three and six months ended March 31,June 30, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| March 31, 2021 | | March 31, 2020 |
| (In millions) | Subsea | | Surface Technologies | | Subsea | | Surface Technologies |
| Europe, Russia, Central Asia | $ | 255.9 | | | $ | 42.1 | | | $ | 423.1 | | | $ | 50.3 | |
| Americas | 561.7 | | | 75.2 | | | 436.5 | | | 149.3 | |
| Asia Pacific | 241.6 | | | 24.0 | | | 137.6 | | | 34.3 | |
| Africa | 292.2 | | | 8.2 | | | 214.6 | | | 13.6 | |
| Middle East | 23.8 | | | 74.5 | | | 21.8 | | | 50.5 | |
| Total products and services revenue | $ | 1,375.2 | | | $ | 224.0 | | | $ | 1,233.6 | | | $ | 298.0 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Reportable Segments |
| Three Months Ended |
| June 30, 2021 | | June 30, 2020 |
| (In millions) | Subsea | | Surface Technologies | | Subsea | | Surface Technologies |
| Europe, Russia, Central Asia | $ | 414.6 | | | $ | 55.1 | | | $ | 422.8 | | | $ | 49.6 | |
| North America | 190.4 | | | 92.8 | | | 224.3 | | | 76.6 | |
| Latin America | 263.9 | | | 17.2 | | | 296.7 | | | 15.3 | |
| Asia Pacific | 250.1 | | | 26.8 | | | 187.7 | | | 30.3 | |
| Africa | 270.5 | | | 13.1 | | | 166.5 | | | 14.5 | |
| Middle East | 4.8 | | | 69.5 | | | 80.5 | | | 55.4 | |
| Total revenue | $ | 1,394.3 | | | $ | 274.5 | | | $ | 1,378.5 | | | $ | 241.7 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended |
| June 30, 2021 | | June 30, 2020 |
| (In millions) | Subsea | | Surface Technologies | | Subsea | | Surface Technologies |
| Europe, Russia, Central Asia | $ | 679.7 | | | $ | 98.9 | | | $ | 853.3 | | | $ | 102.4 | |
| North America | 419.7 | | | 167.3 | | | 419.8 | | | 228.9 | |
| Latin America | 598.2 | | | 35.1 | | | 545.8 | | | 39.8 | |
| Asia Pacific | 491.9 | | | 51.3 | | | 326.4 | | | 65.1 | |
| Africa | 562.7 | | | 22.7 | | | 383.6 | | | 28.6 | |
| Middle East | 28.6 | | | 144.7 | | | 102.7 | | | 106.4 | |
| Total revenue | $ | 2,780.8 | | | $ | 520.0 | | | $ | 2,631.6 | | | $ | 571.2 | |
The following tables present total revenue by contract type for each reportable segment for the three and six months ended March 31,June 30, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| March 31, 2021 | | March 31, 2020 |
| (In millions) | Subsea | | Surface Technologies | | Subsea | | Surface Technologies |
| Services | $ | 793.4 | | | $ | 32.8 | | | $ | 717.5 | | | $ | 56.1 | |
| Products | 581.8 | | | 191.2 | | | 516.1 | | | 241.9 | |
| Total products and services revenue | 1,375.2 | | | 224.0 | | | 1,233.6 | | | 298.0 | |
| Lease | 11.3 | | | 21.5 | | | 19.5 | | | 31.5 | |
| Total revenue | $ | 1,386.5 | | | $ | 245.5 | | | $ | 1,253.1 | | | $ | 329.5 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Reportable Segments |
| Three Months Ended |
| June 30, 2021 | | June 30, 2020 |
| (In millions) | Subsea | | Surface Technologies | | Subsea | | Surface Technologies |
| Services | $ | 875.1 | | | $ | 38.3 | | | $ | 764.2 | | | $ | 29.7 | |
| Products | 503.1 | | | 205.7 | | | 604.0 | | | 197.4 | |
| Lease | 16.1 | | | 30.5 | | | 10.3 | | | 14.6 | |
| Total revenue | $ | 1,394.3 | | | $ | 274.5 | | | $ | 1,378.5 | | | $ | 241.7 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended |
| June 30, 2021 | | June 30, 2020 |
| (In millions) | Subsea | | Surface Technologies | | Subsea | | Surface Technologies |
| Services | $ | 1,668.5 | | | $ | 71.1 | | | $ | 1,481.7 | | | $ | 85.8 | |
| Products | 1,084.9 | | | 396.9 | | | 1,120.1 | | | 439.3 | |
| Lease | 27.4 | | | 52.0 | | | 29.8 | | | 46.1 | |
| Total revenue | $ | 2,780.8 | | | $ | 520.0 | | | $ | 2,631.6 | | | $ | 571.2 | |
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the condensed consolidated balance sheets.
Contract Assets - Contract Assets include unbilled amounts typically resulting from sales under long-term contracts when revenue is recognized over time and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Costs and estimated earnings in excess of billings on uncompleted contracts are generally classified as current.
Contract Liabilities - We sometimes receive advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities.
The following table provides information about net contract assets (liabilities) as of March 31,June 30, 2021 and December 31, 2020:
| | (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | | $ change | | % change | (In millions) | June 30,
2021 | | December 31,
2020 | | $ change | | % change |
| Contract assets | Contract assets | $ | 1,008.7 | | | $ | 934.1 | | | $ | 74.6 | | | 8.0 | | Contract assets | $ | 928.3 | | | $ | 886.8 | | | $ | 41.5 | | | 4.7 | |
| Contract (liabilities) | Contract (liabilities) | (892.5) | | | (1,045.7) | | | 153.2 | | | 14.7 | | Contract (liabilities) | (833.6) | | | (1,046.8) | | | 213.2 | | | 20.4 | |
| Net contract assets (liabilities) | Net contract assets (liabilities) | $ | 116.2 | | | $ | (111.6) | | | $ | 227.8 | | | 204.1 | | Net contract assets (liabilities) | $ | 94.7 | | | $ | (160.0) | | | $ | 254.7 | | | 159.2 | |
The increase in our contract assets from December 31, 2020 to March 31,June 30, 2021 was primarily due to the timing of project milestones.
The decrease in our contract liabilities was primarily due to completion of performance obligations for contracts, for which consideration was received in advance of the work performed during the period.
In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. Any subsequent revenue we recognize increases contract asset balance. Revenue recognized for the three months ended March 31,June 30, 2021 and 2020 that was included in the contract liabilities balance at December 31, 2020 and 2019 was $128.4 million. Revenue recognized$68.7 million and $211.0 million, respectively, and $197.1 million and $354.4 million for the threesix months ended March 31,June 30, 2021 and 2020, that was included in the contract liabilities balance at December 31, 2019 was $143.4 million.respectively.
For the three months ended March 31,June 30, 2021 and 2020, we recognized $(5.3)$7.9 million and $(11.8)$(3.1) million, respectively, and for the six months ended June 30, 2021 and 2020, we recognized $2.6 million and $(14.9) million, respectively, related to the unfavorablefavorable (unfavorable) changes in estimates of contract revenue.
Transaction Price Allocated to the Remaining Unsatisfied Performance Obligations
Remaining unsatisfied performance obligations (“RUPO” or “order backlog”) represent the transaction price for products and services for which we have a material right but work has not been performed. The transaction price of the order backlog includes the base transaction price, variable consideration and changes in transaction price. The order backlog table does not include contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. The transaction price of order backlog related to unfilled, confirmed customer orders is estimated at each reporting date. As of March 31,June 30, 2021, the aggregate amount of the transaction price allocated to order backlog was $7,221.4$7,312.0 million. We expect to recognize revenue on approximately 44.7%30.2% of the order backlog through 2021 and 55.3%69.8% thereafter.
The following table details the order backlog for each business segment as of March 31,June 30, 2021:
| | (In millions) | (In millions) | 2021 | | 2022 | | Thereafter | (In millions) | 2021 | | 2022 | | Thereafter |
| Subsea | Subsea | $ | 2,954.0 | | | $ | 2,534.2 | | | $ | 1,368.9 | | Subsea | $ | 1,995.6 | | | $ | 2,988.0 | | | $ | 1,968.0 | |
| Surface Technologies | Surface Technologies | 274.5 | | | 87.9 | | | 1.9 | | Surface Technologies | 211.4 | | | 149.0 | | | 0 | |
| Total order backlog | Total order backlog | $ | 3,228.5 | | | $ | 2,622.1 | | | $ | 1,370.8 | | Total order backlog | $ | 2,207.0 | | | $ | 3,137.0 | | | $ | 1,968.0 | |
NOTE 5. BUSINESS SEGMENTS
Management’s determination of our reporting segments was made on the basis of our strategic priorities within each segment and the differences in the products and services we provide, which corresponds to the manner in which our Chairman and Chief Executive Officer, as our chief operating decision maker, reviews and evaluates operating performance to make decisions about resources to be allocated to the segment. Subsequent to the Spin-off, we now operate under 2 reporting segments: Subsea and Surface Technologies:
•Subsea - designs and manufactures products and systems, and provides services used by oil and gas companies involved in offshore deep water exploration and production of crude oil and natural gas, while developing renewable alternatives to serve new energy industries.
•Surface Technologies - designs and manufactures products and systems and provides services used by oil and gas companies involved in land and shallow water exploration and production of crude oil and natural gas; designs, manufactures and supplies technologically advanced high-pressure valves and fittings for oilfield service companies; and also provides flowback and well testing services.
Segment operating profit (loss) is defined as total segment revenue less segment operating expenses. Income (loss) from equity method investments is included in computing segment operating profit. The following items have been excluded in computing segment operating profit (loss): corporate staff expense, foreign exchange gains (losses), income from investment in Technip Energies, net interest income (expense) associated with corporate debt facilities and income taxes.
Segment revenue and segment operating profit (loss) were as follows:
| | | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions) | (In millions) | | 2021 | | 2020 | (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Segment revenue | Segment revenue | | | | | Segment revenue | | | | | | | |
| Subsea | Subsea | | $ | 1,386.5 | | | $ | 1,253.1 | | Subsea | $ | 1,394.3 | | | $ | 1,378.5 | | | $ | 2,780.8 | | | $ | 2,631.6 | |
| Surface Technologies | Surface Technologies | | 245.5 | | | 329.5 | | Surface Technologies | $ | 274.5 | | | $ | 241.7 | | | 520.0 | | | 571.2 | |
| Total revenue | Total revenue | | $ | 1,632.0 | | | $ | 1,582.6 | | Total revenue | $ | 1,668.8 | | | $ | 1,620.2 | | | $ | 3,300.8 | | | $ | 3,202.8 | |
| | Segment operating profit (loss) | Segment operating profit (loss) | | | Segment operating profit (loss) | |
| Subsea | Subsea | | $ | 37.0 | | | $ | (2,750.7) | | Subsea | $ | 72.4 | | | $ | (75.6) | | | $ | 109.4 | | | $ | (2,826.3) | |
| Surface Technologies | Surface Technologies | | 8.2 | | | (424.0) | | Surface Technologies | 12.9 | | | (13.4) | | | 21.1 | | | (437.4) | |
| Total segment operating profit (loss) | Total segment operating profit (loss) | | $ | 45.2 | | | $ | (3,174.7) | | Total segment operating profit (loss) | $ | 85.3 | | | $ | (89.0) | | | $ | 130.5 | | | $ | (3,263.7) | |
| | Corporate items | Corporate items | | | Corporate items | |
| Corporate expense(a) | Corporate expense(a) | | (28.8) | | | (30.3) | | Corporate expense(a) | (30.3) | | | (16.5) | | | (59.1) | | | (46.8) | |
| Net interest expense | Net interest expense | | (34.5) | | | (23.0) | | Net interest expense | (35.2) | | | (26.6) | | | (69.7) | | | (49.6) | |
| Loss on early extinguishment of debt | Loss on early extinguishment of debt | | (23.5) | | | 0 | | Loss on early extinguishment of debt | 0 | | | 0 | | | (23.5) | | | 0 | |
| Income from investment in Technip Energies | | 470.1 | | | 0 | | |
| Income (loss) from investment in Technip Energies | | Income (loss) from investment in Technip Energies | (146.8) | | | 0 | | | 323.3 | | | 0 | |
| Foreign exchange gains (losses) | Foreign exchange gains (losses) | | 28.1 | | | (23.1) | | Foreign exchange gains (losses) | (10.7) | | | (16.1) | | | 17.4 | | | (39.2) | |
| Total corporate items | Total corporate items | | 411.4 | | | (76.4) | | Total corporate items | (223.0) | | | (59.2) | | | 188.4 | | | (135.6) | |
Income (loss) before income taxes(b) | Income (loss) before income taxes(b) | | $ | 456.6 | | | $ | (3,251.1) | | Income (loss) before income taxes(b) | $ | (137.7) | | | $ | (148.2) | | | $ | 318.9 | | | $ | (3,399.3) | |
(a)Corporate expense primarily includes corporate staff expenses, share-based compensation expenses, impairment, restructuring and other expense, and other employee benefits.
(b)Includes amounts attributable to non-controlling interests.
NOTE 6. EARNINGS (LOSS) PER SHARE
A reconciliation of the number of shares used for the basic and diluted earnings (loss) per share calculation was as follows:
| | | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions, except per share data) | (In millions, except per share data) | | 2021 | | 2020 | (In millions, except per share data) | 2021 | | 2020 | | 2021 | | 2020 |
| Income (loss) from continuing operations attributable to TechnipFMC plc | Income (loss) from continuing operations attributable to TechnipFMC plc | | $ | 430.3 | | | $ | (3,234.8) | | Income (loss) from continuing operations attributable to TechnipFMC plc | $ | (174.7) | | | $ | (177.6) | | | $ | 255.6 | | | $ | (3,412.4) | |
| Income (loss) from discontinued operations attributable to TechnipFMC plc | Income (loss) from discontinued operations attributable to TechnipFMC plc | | (62.1) | | | (21.3) | | Income (loss) from discontinued operations attributable to TechnipFMC plc | 7.7 | | | 189.3 | | | (54.4) | | | 168.0 | |
| Net Income (loss) attributable to TechnipFMC plc | | $ | 368.2 | | | $ | (3,256.1) | | |
| Net income (loss) attributable to TechnipFMC plc | | Net income (loss) attributable to TechnipFMC plc | $ | (167.0) | | | $ | 11.7 | | | $ | 201.2 | | | $ | (3,244.4) | |
| | | Weighted average number of shares outstanding | Weighted average number of shares outstanding | | 449.7 | | | 447.5 | | Weighted average number of shares outstanding | 450.6 | | | 448.3 | | | 450.4 | | | 447.9 | |
| Dilutive effect of restricted stock units | Dilutive effect of restricted stock units | | 1.4 | | | 0 | | Dilutive effect of restricted stock units | 0 | | | 0 | | | 3.8 | | | 0 | |
| | Dilutive effect of performance shares | | Dilutive effect of performance shares | — | | | — | | | 0.7 | | | — | |
| | Total shares and dilutive securities | Total shares and dilutive securities | | 451.1 | | | 447.5 | | Total shares and dilutive securities | 450.6 | | | 448.3 | | | 454.9 | | | 447.9 | |
| | Basic and diluted earnings (loss) per share attributable to TechnipFMC plc: | Basic and diluted earnings (loss) per share attributable to TechnipFMC plc: | | | Basic and diluted earnings (loss) per share attributable to TechnipFMC plc: | |
| Earnings (loss) per share from continuing operations attributable to TechnipFMC plc | Earnings (loss) per share from continuing operations attributable to TechnipFMC plc | | | Earnings (loss) per share from continuing operations attributable to TechnipFMC plc | |
| Basic | Basic | | $ | 0.96 | | | $ | (7.23) | | Basic | $ | (0.39) | | | $ | (0.40) | | | $ | 0.57 | | | $ | (7.62) | |
| Diluted | Diluted | | $ | 0.95 | | | $ | (7.23) | | Diluted | $ | (0.39) | | | $ | (0.40) | | | $ | 0.56 | | | $ | (7.62) | |
| | Earnings (loss) per share from discontinued operations attributable to TechnipFMC plc | Earnings (loss) per share from discontinued operations attributable to TechnipFMC plc | | | Earnings (loss) per share from discontinued operations attributable to TechnipFMC plc | |
| Basic and diluted | Basic and diluted | | $ | (0.14) | | | $ | (0.05) | | Basic and diluted | $ | 0.02 | | | $ | 0.42 | | | $ | (0.12) | | | $ | 0.38 | |
| | Total earnings (loss) per share attributable to TechnipFMC plc | Total earnings (loss) per share attributable to TechnipFMC plc | | | Total earnings (loss) per share attributable to TechnipFMC plc | |
| Basic | Basic | | $ | 0.82 | | | $ | (7.28) | | Basic | $ | (0.37) | | | $ | 0.03 | | | $ | 0.45 | | | $ | (7.24) | |
| Diluted | Diluted | | $ | 0.81 | | | $ | (7.28) | | Diluted | $ | (0.37) | | | $ | 0.03 | | | $ | 0.44 | | | $ | (7.24) | |
For the three months ended March 31,June 30, 2021 and June 30, 2020, we incurred a loss from continuing operations; therefore, the impact of 2.75.3 million and 1.2 million shares were anti-dilutive. For the six months ended June 30, 2020, we incurred a loss from continuing operations; therefore, the impact of 3.4 million shares were anti-dilutive.
Weighted average shares of the following share-based compensation awards were excluded from the calculation of diluted weighted average number of shares, where the assumed proceeds exceed the average market price from the calculation of diluted weighted average number of shares, because their effect would be anti-dilutive:
| | | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (millions of shares) | (millions of shares) | | 2021 | | 2020 | (millions of shares) | 2021 | | 2020 | | 2021 | | 2020 |
| Share option awards | Share option awards | | 1.7 | | | 4.7 | | Share option awards | 1.6 | | | 4.7 | | | 1.6 | | | 4.7 | |
| Restricted share units | Restricted share units | | 4.9 | | | 1.1 | | Restricted share units | 0 | | | 6.3 | | | 0 | | | 1.8 | |
| Performance shares | Performance shares | | 0 | | | 2.5 | | Performance shares | 0.5 | | | 4.8 | | | 0 | | | 2.1 | |
| Total | Total | | 6.6 | | | 8.3 | | Total | 2.1 | | | 15.8 | | | 1.6 | | | 8.6 | |
NOTE 7. RECEIVABLES
We manage our receivables portfolios using published default risk as a key credit quality indicator for our loans and receivables. Our loans receivable and security deposits were related to sales of long-lived assets or businesses, loans to related parties for capital expenditure purposes, or security deposits for lease arrangements.
We manage our held-to-maturity debt securities using published credit ratings as a key credit quality indicator as our held-to-maturity debt securities consist of government bonds.
The table below summarizes the amortized cost basis of financial assets by years of origination and credit quality. The key credit quality indicator is updated as of March 31,June 30, 2021.
| | (In millions) | (In millions) | Year of origination | | Balance as of March 31, 2021 | | Balance as of December 31, 2020 | (In millions) | Year of origination | | Balance as of June 30, 2021 | | Balance as of December 31, 2020 |
| Loans receivables, security deposits and other | Loans receivables, security deposits and other | | | | | | Loans receivables, security deposits and other | | | | | |
| Moody’s rating Ba2 | Moody’s rating Ba2 | 2019 | | $ | 98.5 | | | $ | 107.6 | | Moody’s rating Ba2 | 2019 | | $ | 78.5 | | | $ | 107.6 | |
| | Debt securities at amortized cost | Debt securities at amortized cost | | Debt securities at amortized cost | |
| Moody’s rating B3 | Moody’s rating B3 | 2019 | | 0 | | | 23.7 | | Moody’s rating B3 | 2019 | | 29.1 | | | 23.7 | |
| Total financial assets | Total financial assets | | $ | 98.5 | | | $ | 131.3 | | Total financial assets | | $ | 107.6 | | | $ | 131.3 | |
Credit Losses
For contract assets, trade receivables, loans receivable, and security deposits and other, we have elected to calculate an expected credit loss based on loss rates from historical data. We develop loss-rate statistics on the basis of the amount written offwritten-off over the life of the financial assets and contract assets and adjust these historical credit loss trends for forward-looking factors specific to the debtors and the economic environment to determine lifetime expected losses.
For held-to-maturity debt securities at amortized cost, we evaluate whether the debt securities are considered to have low credit risk at the reporting date using available, reasonable and supportable information.
The table below shows the roll-forward of allowance for credit losses as of March 31,June 30, 2021 and 2020, respectively.
| | | Balance as of March 31, 2021 | | Balance as of June 30, 2021 |
| (In millions) | (In millions) | Trade receivables | | Contract assets | | Loans receivable | | Security deposit and other | | Held-to-maturity debt securities | (In millions) | Trade receivables | | Contract assets | | Loans receivable | | Security deposit and other | | Held-to-maturity debt securities |
| Beginning balance in allowance for credit losses | Beginning balance in allowance for credit losses | $ | 40.2 | | | $ | 2.4 | | | $ | 7.5 | | | $ | 0.4 | | | $ | 0.5 | | Beginning balance in allowance for credit losses | $ | 40.2 | | | $ | 2.4 | | | $ | 7.5 | | | $ | 0.4 | | | $ | 0.5 | |
| Current period provision (release) for expected credit losses | Current period provision (release) for expected credit losses | 3.8 | | | (0.6) | | | (0.5) | | | 0.2 | | | (0.5) | | Current period provision (release) for expected credit losses | 3.4 | | | (0.6) | | | (0.7) | | | 0 | | | 0 | |
| | Recoveries | Recoveries | (5.5) | | | (0.7) | | | (1.1) | | | 0 | | | 0 | | Recoveries | (0.1) | | | (1.6) | | | 0.5 | | | 0 | | | 0 | |
| Ending balance in the allowance for credit losses | Ending balance in the allowance for credit losses | $ | 38.5 | | | $ | 1.1 | | | $ | 5.9 | | | $ | 0.6 | | | $ | 0 | | Ending balance in the allowance for credit losses | $ | 43.5 | | | $ | 0.2 | | | $ | 7.3 | | | $ | 0.4 | | | $ | 0.5 | |
| | | Balance as of March 31, 2020 | | Balance as of June 30, 2020 |
| (In millions) | (In millions) | Trade receivables | | Contract assets | | Loans receivable | | Security deposit and other | | Held-to-maturity debt securities | (In millions) | Trade receivables | | Contract assets | | Loans receivable | | Security deposit and other | | Held-to-maturity debt securities |
| Beginning balance in allowance for credit losses | Beginning balance in allowance for credit losses | $ | 59.4 | | | $ | 4.5 | | | $ | 9.5 | | | $ | 0.7 | | | $ | 1.1 | | Beginning balance in allowance for credit losses | $ | 59.4 | | | $ | 4.5 | | | $ | 9.5 | | | $ | 0.7 | | | $ | 1.1 | |
| Current period provision for expected credit losses | Current period provision for expected credit losses | 1.6 | | | 0 | | | 0 | | | 0 | | | 0 | | Current period provision for expected credit losses | 29.9 | | | 0.2 | | | 0.1 | | | 0 | | | 0 | |
| | Recoveries | Recoveries | (2.6) | | | 0 | | | (0.5) | | | 0 | | | 0 | | Recoveries | (3.2) | | | (2.7) | | | (0.6) | | | 0 | | | 0 | |
| Ending balance in the allowance for credit losses | Ending balance in the allowance for credit losses | $ | 58.4 | | | $ | 4.5 | | | $ | 9.0 | | | $ | 0.7 | | | $ | 1.1 | | Ending balance in the allowance for credit losses | $ | 86.1 | | | $ | 2.0 | | | $ | 9.0 | | | $ | 0.7 | | | $ | 1.1 | |
Other than certain trade receivables due in one year or less, we do not have any financial assets that are past due or are on non-accrual status.
NOTE 8. INVENTORIES
Inventories consisted of the following:
| | (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | (In millions) | June 30,
2021 | | December 31,
2020 |
| Raw materials | Raw materials | $ | 222.6 | | | $ | 270.3 | | Raw materials | $ | 249.8 | | | $ | 270.3 | |
| Work in process | Work in process | 227.5 | | | 242.7 | | Work in process | 230.6 | | | 242.7 | |
| Finished goods | Finished goods | 714.7 | | | 739.8 | | Finished goods | 655.4 | | | 739.8 | |
| | Inventories, net | Inventories, net | $ | 1,164.8 | | | $ | 1,252.8 | | Inventories, net | $ | 1,135.8 | | | $ | 1,252.8 | |
NOTE 9. OTHER CURRENT ASSETS & OTHER CURRENT LIABILITIES
Other current assets consisted of the following:
| | (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | (In millions) | June 30,
2021 | | December 31,
2020 |
| Value - added tax receivables | Value - added tax receivables | $ | 260.1 | | | $ | 236.4 | | Value - added tax receivables | $ | 260.1 | | | $ | 256.9 | |
| Prepaid expenses | Prepaid expenses | 95.4 | | | 78.1 | | Prepaid expenses | 93.5 | | | 78.1 | |
| Sundry receivables | | Sundry receivables | 74.1 | | | 138.4 | |
| Other tax receivables | Other tax receivables | 80.0 | | | 73.8 | | Other tax receivables | 61.3 | | | 73.8 | |
| Sundry receivables | 74.1 | | | 138.4 | | |
| Current financial assets at amortized cost | | Current financial assets at amortized cost | 37.3 | | | 40.6 | |
| Assets held for sale | Assets held for sale | 47.4 | | | 47.3 | | Assets held for sale | 6.2 | | | 47.3 | |
| Current financial assets at amortized cost | 30.9 | | | 40.6 | | |
| Held-to-maturity investments | Held-to-maturity investments | 0 | | | 24.2 | | Held-to-maturity investments | 3.2 | | | 24.2 | |
| Other | Other | 37.9 | | | 24.1 | | Other | 43.0 | | | 24.1 | |
| Total other current assets | Total other current assets | $ | 625.8 | | | $ | 662.9 | | Total other current assets | $ | 578.7 | | | $ | 683.4 | |
Other current liabilities consisted of the following:
| | (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | (In millions) | June 30,
2021 | | December 31,
2020 |
| Warranty accruals and project contingencies | Warranty accruals and project contingencies | $ | 193.2 | | | $ | 168.8 | | Warranty accruals and project contingencies | $ | 175.9 | | | $ | 168.8 | |
| Legal provisions | Legal provisions | 129.6 | | | 127.6 | | Legal provisions | 131.9 | | | 127.6 | |
| Value - added tax and other taxes payable | Value - added tax and other taxes payable | 126.2 | | | 91.4 | | Value - added tax and other taxes payable | 103.5 | | | 109.6 | |
| BPI Share Purchase Agreement payable | 100.0 | | | 0 | | |
| Social security liability | Social security liability | 65.9 | | | 67.9 | | Social security liability | 66.7 | | | 67.9 | |
| Taxes payable to Technip Energies due to separation | 59.0 | | | 0 | | |
| Compensation accrual | | Compensation accrual | 42.1 | | | 54.3 | |
| Provisions | Provisions | 36.1 | | | 53.0 | | Provisions | 35.3 | | | 53.0 | |
| Compensation accrual | 18.6 | | | 54.3 | | |
| Current portion of accrued pension and other post-retirement benefits | Current portion of accrued pension and other post-retirement benefits | 7.1 | | | 6.9 | | Current portion of accrued pension and other post-retirement benefits | 6.8 | | | 6.9 | |
| | TIOS non-controlling interest | | TIOS non-controlling interest | 48.7 | | | 0 | |
| Other accrued liabilities | Other accrued liabilities | 249.9 | | | 230.2 | | Other accrued liabilities | 194.8 | | | 230.2 | |
| Total other current liabilities | Total other current liabilities | $ | 985.6 | | | $ | 800.1 | | Total other current liabilities | $ | 805.7 | | | $ | 818.3 | |
NOTE 10. WARRANTY OBLIGATIONS
Warranty obligations are included within “Other current liabilities” in our consolidated balance sheets as of March 31,June 30, 2021 and December 31, 2020. A reconciliation of warranty obligations for the three and six months ended March 31,June 30, 2021 and 2020 is as follows:
| | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, |
| (In millions) | | | | | 2021 | | 2020 |
| Balance at beginning of period | | | | | $ | 109.5 | | | $ | 121.7 | |
| Warranty expenses | | | | | 12.5 | | | 6.1 | |
| Adjustment to existing accruals | | | | | (12.3) | | | 23.8 | |
| Claims paid | | | | | (3.0) | | | (0.9) | |
| Balance at end of period | | | | | $ | 106.7 | | | $ | 150.7 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Balance at beginning of period | $ | 106.7 | | | $ | 150.7 | | | $ | 109.5 | | | $ | 121.7 | |
| Warranty expenses | 9.5 | | | 34.2 | | | 22.0 | | | 40.3 | |
| Adjustment to existing accruals | (7.6) | | | (66.5) | | | (19.9) | | | (42.7) | |
| Claims paid | (4.6) | | | (6.4) | | | (7.6) | | | (7.3) | |
| Balance at end of period | $ | 104.0 | | | $ | 112.0 | | | $ | 104.0 | | | $ | 112.0 | |
NOTE 11. EQUITY METHOD INVESTMENTS
Our income from equity affiliates is included in our Subsea segment. During the three and six months ended June 30, 2021, our income from equity affiliates was $12.8 million and $20.5 million, respectively. Our income from equity affiliates during the three and six months ended March 31, 2021 andJune 30, 2020 was $7.7$15.7 million and $21.1$36.8 million, respectively, and included within our Subsea segment.respectively.
Investment in Technip Energies
As discussed in Note 2, immediately following the completion of the Spin-off, we owned 49.9% of the outstanding shares of Technip Energies. On January 7, 2021, Bpifrance Participations SA (“BPI”) entered into a share purchase agreementthe Share Purchase Agreement with us (the “Share Purchase Agreement”) pursuant to which BPI agreed to purchase a portion of our retained stake in Technip Energies N.V. (the “BPI Investment”) for $200.0 million (the “Purchase Price”), subject to certain adjustments. On March 31, 2021, BPI ultimately purchased 7.5 million shares in Technip Energies from us for $100.0 million. Accordingly, on April 8, 2021, we refunded $100.0 million to BPI as a result of their revised level of investment. As of March 31, 2021, we owned 82.3 million shares, representing 45.7% of the outstanding shares of Technip Energies.
On April 27,30, 2021, we further reduced our ownership in Technip Energies and agreed to sell Technip Energies shares, representing approximately a total of 15% of Technip Energies’ share capital, through a private placement and thea concurrent sale to Technip Energies. See Note 21 for details.Following the acquisition of the shares by Technip Energies we owned 55.5 million shares, representing 31.1% of the issued and outstanding shares of Technip Energies as of June 30, 2021. We do not intend to remain a long-term shareholder of Technip Energies and will exit our ownership stake in a timely andan orderly manner within a year.
At the Spin-off date, on initial recognition of the investment, we elected to account for our investment in Technip Energies at fair value with all subsequent changes in fair value for the investment reported in our consolidated statement of income.
For the three and six months ended March 31,June 30, 2021, we recognized $470.1a $146.8 million ofloss and $323.3 million income related to our investment in Technip Energies.Energies, respectively. The amount recognized was comprised ofcomprises a purchase price discount on salethe sales of shares to BPI and a fair value revaluation gaingain/(loss) of our investment. The carrying amount of the investment as of March 31,June 30, 2021 was $1,249.0$760.0 million.
NOTE 12. RELATED PARTY TRANSACTIONS
Receivables, payables, revenues and expenses, which are included in our condensed consolidated financial statements for all transactions with related parties, defined as entities related to our directors and main shareholders as well as the partners of our consolidated joint ventures, were as follows.
Accounts receivable consisted of receivables due from the following related parties:
| | (In millions) | (In millions) | March 31,
2021 | | December 31, 2020 | (In millions) | June 30,
2021 | | December 31, 2020 |
| Technip Energies | Technip Energies | $ | 130.5 | | | $ | 0 | | Technip Energies | $ | 89.6 | | | $ | 0 | |
| Equinor ASA | Equinor ASA | 32.1 | | | 24.1 | | Equinor ASA | 48.6 | | | 24.1 | |
| Dofcon Navegacao | Dofcon Navegacao | 2.9 | | | 4.2 | | Dofcon Navegacao | 18.8 | | | 4.2 | |
| Techdof Brasil AS | Techdof Brasil AS | 6.5 | | | 8.0 | | Techdof Brasil AS | 9.8 | | | 8.0 | |
| | Others | Others | 2.1 | | | 1.7 | | Others | 1.4 | | | 1.7 | |
| Total accounts receivable | Total accounts receivable | $ | 174.1 | | | $ | 38.0 | | Total accounts receivable | $ | 168.2 | | | $ | 38.0 | |
Technip Energies and Dofcon Navegacao is anare equity method affiliate.investments. Techdof Brasil AS is a wholly owned subsidiary of Dofcon Brasil AS, our equity method affiliate. In October 2020, we added a priornew member ofto our Board of Directors waswho is an executive of Equinor ASA. One member of our Board of Directors serves on the Board of Directors for Storengy.
Accounts payable consisted of payables due to the following related parties:
| | (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | (In millions) | June 30,
2021 | | December 31,
2020 |
| Technip Energies | Technip Energies | $ | 216.7 | | | $ | 0 | | Technip Energies | $ | 47.3 | | | $ | 0 | |
| Dofcon Navegacao | Dofcon Navegacao | 1.9 | | | 1.5 | | Dofcon Navegacao | 0 | | | 1.5 | |
| Others | Others | 4.0 | | | 3.1 | | Others | 2.1 | | | 3.1 | |
| Total accounts payable | Total accounts payable | $ | 222.6 | | | $ | 4.6 | | Total accounts payable | $ | 49.4 | | | $ | 4.6 | |
Additionally, we have a note receivable from Dofcon Brasil AS for $25.3$25.1 million and $37.6 million as of March 31,June 30, 2021 and December 31, 2020, respectively. Dofcon Brasil AS is a variable interest entity and accounted for as an equity method investment.
Revenue consisted ofincluded amounts from the following related parties:
| | | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions) | (In millions) | | 2021 | | 2020 | (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Equinor ASA | Equinor ASA | | $ | 95.5 | | | $ | 0 | | Equinor ASA | $ | 104.1 | | | $ | 0 | | | $ | 199.6 | | | $ | 0 | |
| Technip Energies | | 1.5 | | | 0 | | |
| Dofcon Navegacao | | Dofcon Navegacao | 1.0 | | | 0 | | | 1.2 | | | 0.6 | |
| | Techdof Brasil AS | Techdof Brasil AS | | 3.5 | | | 1.3 | | Techdof Brasil AS | 5.4 | | | 3.1 | | | 8.9 | | | 4.4 | |
| | Others | Others | | 3.1 | | | 3.0 | | Others | 0 | | | 4.4 | | | 4.3 | | | 6.7 | |
| Total revenue | Total revenue | | $ | 103.6 | | | $ | 4.3 | | Total revenue | $ | 110.5 | | | $ | 7.5 | | | $ | 214.0 | | | $ | 11.7 | |
Expenses included amounts to the following related parties:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| | | | | | | |
| Dofcon Navegacao | $ | 6.4 | | | $ | 3.8 | | | $ | 13.0 | | | $ | 11.8 | |
| | | | | | | |
| Magma Global Limited | 2.6 | | | 0.9 | | | 4.1 | | | 1.6 | |
| Serimax Holdings SAS | 0.1 | | | 0.3 | | | 0.1 | | | 0.5 | |
| Altus Intervention | 1.6 | | | 0.8 | | | 2.8 | | | 1.1 | |
| Others | 1.7 | | | 5.8 | | | 8.1 | | | 12.9 | |
| Total expenses | $ | 12.4 | | | $ | 11.6 | | | $ | 28.1 | | | $ | 27.9 | |
Expenses consisted of amounts to the following related parties:
| | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, |
| (In millions) | | | | | 2021 | | 2020 |
| Technip Energies | | | | | $ | 0.6 | | | $ | 0 | |
| Dofcon Navegacao | | | | | 6.6 | | | 8.0 | |
| Arkema S.A. | | | | | 0.7 | | | 0.4 | |
| Magma Global Limited | | | | | 1.5 | | | 0.7 | |
| IFP Energies Nouvelles | | | | | 0.9 | | | 1.1 | |
| Serimax Holdings SAS | | | | | 0 | | | 0.2 | |
| Others | | | | | 6.6 | | | 5.9 | |
| Total expenses | | | | | $ | 16.9 | | | $ | 16.3 | |
Serimax Holdings SAS and Magma Global Limited are equity method investments. A former member of our Board of Directors serves on the Board of Directors for Arkema S.A. A former member of our Board of Directors served as an executive officer of IFP Energies nouvelles until June 2020.
NOTE 13. DEBT
Overview
Long-term debt consisted of the following:
| | (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | (In millions) | June 30,
2021 | | December 31,
2020 |
| Senior secured revolving credit facility | $ | 200.0 | | | $ | 0 | | |
| | | Commercial paper | Commercial paper | 21.2 | | | 1,043.7 | | Commercial paper | $ | 0 | | | $ | 1,043.7 | |
| Synthetic bonds due 2021 | Synthetic bonds due 2021 | 0 | | | 551.2 | | Synthetic bonds due 2021 | 0 | | | 551.2 | |
| 3.45% Senior Notes due 2022 | 3.45% Senior Notes due 2022 | 0 | | | 500.0 | | 3.45% Senior Notes due 2022 | 0 | | | 500.0 | |
| 3.40% 2012 Private placement notes due 2022 | 3.40% 2012 Private placement notes due 2022 | 176.1 | | | 184.0 | | 3.40% 2012 Private placement notes due 2022 | 178.4 | | | 184.0 | |
| 3.15% 2013 Private placement notes due 2023 | 3.15% 2013 Private placement notes due 2023 | 299.3 | | | 312.9 | | 3.15% 2013 Private placement notes due 2023 | 303.3 | | | 312.9 | |
| 5.75% 2020 Private placement notes due 2025 | 5.75% 2020 Private placement notes due 2025 | 234.8 | | | 245.4 | | 5.75% 2020 Private placement notes due 2025 | 237.9 | | | 245.4 | |
| 6.50% Senior notes due 2026 | 6.50% Senior notes due 2026 | 1,000.0 | | | 0 | | 6.50% Senior notes due 2026 | 1,000.0 | | | 0 | |
| 4.00% 2012 Private placement notes due 2027 | 4.00% 2012 Private placement notes due 2027 | 88.0 | | | 92.0 | | 4.00% 2012 Private placement notes due 2027 | 89.2 | | | 92.0 | |
| 4.00% 2012 Private placement notes due 2032 | 4.00% 2012 Private placement notes due 2032 | 117.4 | | | 122.7 | | 4.00% 2012 Private placement notes due 2032 | 118.9 | | | 122.7 | |
| 3.75% 2013 Private placement notes due 2033 | 3.75% 2013 Private placement notes due 2033 | 117.4 | | | 122.7 | | 3.75% 2013 Private placement notes due 2033 | 118.9 | | | 122.7 | |
| Bank borrowings and other | Bank borrowings and other | 313.7 | | | 298.4 | | Bank borrowings and other | 465.1 | | | 298.4 | |
| | Unamortized debt issuance costs and discounts | Unamortized debt issuance costs and discounts | (36.8) | | | (12.8) | | Unamortized debt issuance costs and discounts | (33.8) | | | (12.8) | |
| Total debt | Total debt | 2,531.1 | | | 3,460.2 | | Total debt | 2,477.9 | | | 3,460.2 | |
Less: current borrowings (a) | Less: current borrowings (a) | 96.8 | | | 624.7 | | Less: current borrowings (a) | 297.7 | | | 624.7 | |
| Long-term debt | Long-term debt | $ | 2,434.3 | | | $ | 2,835.5 | | Long-term debt | $ | 2,180.2 | | | $ | 2,835.5 | |
(a) As of March 31,June 30, 2021 and December 31, 2020, current borrowings consisted primarily of bank borrowings and notes with current maturities of 12 months.
Debt Financing Transactions in Connection with the Spin-off
In connection with the Spin-off, we executed a series of refinancing transactions, in order to provide a capital structure with sufficient cash resources to support future operating and investment plans.
Debt Issuance
•On February 16, 2021, we entered into a credit agreement, which provides for a $1.0 billion three-year senior secured multicurrency revolving credit facility (“Revolving Credit Facility”) including a $450.0 million letter of credit subfacility; and
•On January 29, 2021, we issued $1.0 billion of 6.50% senior notes due 2026 (the “2021 Notes”).
Repayment of Debt
The proceeds from the debt issuance described above along with the available cash on hand, were used to fund:
•Thethe repayment of all $542.4 million of the outstanding Synthetic Convertible Bonds that matured in January 2021;
•Thethe repayment of all $500.0 million aggregate principal amount of outstanding 3.45% Senior Notes due 2022. In connection with the repayment, we recorded a loss on extinguishment of debt of $23.5 million related to the difference between the amount paid and the net carrying value of the debt; and
•Thethe termination of the $2.5 billion senior unsecured revolving credit facility entered into on January 17, 2017; and the termination of the €500.0 million Euro Facility entered into on May 19, 2020;2020, and the termination of the
CCFF Program entered into on May 19, 2020. In connection with the termination of these credit facilities, we repaid $830.9 million of the outstanding commercial paper borrowings.
Credit Facilities and Debt
Revolving Credit Facility - On February 16, 2021, we entered into a credit agreement, which provides for a $1.0 billion three-year senior secured multicurrency Revolving Credit Facility including a $450.0 million letter of credit subfacility. We incurred $27.9 million of debt issuance costs in connection with the Revolving Credit Facility. These debt issuance costs are deferred and are included in Other Assets in our condensed consolidated balance sheet as of March 31,June 30, 2021. The deferred debt issuance costs are amortized to interest expense over the term of the Revolving Credit Facility.
Availability of borrowings under the Revolving Credit Facility is reduced by the outstanding letters of credit issued against the facility. As of March 31,June 30, 2021, there were 0was $72.9 million letters of credit outstanding and availability of borrowings under the Revolving Credit Facility was $800.0$927.1 million.
Borrowings under the Revolving Credit Facility bear interest at the following rates, plus an applicable margin, depending on currency:
•U.S. dollar-denominated loans bear interest, at the Company’s 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 on an adjusted rate linked to the Euro interbank offered rate.
The applicable margin for borrowings under the Revolving Credit Facility ranges from 2.50% to 3.50% for eurocurrency loans and 1.50% to 2.50% for base rate loans, depending on a total leverage ratio. The Revolving Credit Facility is subject to customary representations and warranties, covenants, events of default, mandatory repayment provisions and financial covenants. As of March 31,June 30, 2021, we were in compliance with all restrictive covenants under the Revolving Credit Facility.
2021 Notes - On January 29, 2021, we issued $1.0 billion of 6.50% senior notes due 2026. The interest on the 2021 Notes is paid semi-annually on February 1 and August 1 of each year, beginning on August 1, 2021. The 2021 Notes are senior unsecured obligations and are guaranteed on a senior unsecured basis by substantially all of our wholly-owned U.S. subsidiaries and non-U.S. subsidiaries in Brazil, the Netherlands, Norway, Singapore and the United Kingdom. We incurred $25.7 million of debt issuance costs in connection with issuance of the 2021 Notes. These debt issuance costs are deferred and are included in Long-termlong-term debt in our condensed consolidated balance sheet as of March 31,June 30, 2021. The deferred debt issuance costs are amortized to interest expense over the term of the 2021 Notes, which approximates the effective interest method.
Commercial paper - As of March 31, 2021 and December 31, 2020, we had $21.2 million and $1,043.7 million of commercial paper outstanding, respectively.outstanding. Commercial paper borrowings were issued at market interest rates. As of March 31, 2021, our commercial paper borrowings had a weighted average interest rate of 0.48% on the U.S.
dollar denominated borrowings. In accordance with the terms of the new Revolving Credit Facility, we do not have an ability to issue any new commercial paper notes going forward.
Bank borrowings - Include term loans issued in connection with financing for certain of our vessels and amounts outstanding under our foreign committed credit lines.
NOTE 14. STOCKHOLDERS’ EQUITY
Accumulated other comprehensive income (loss) consisted of the following:
| | (In millions) | (In millions) | Foreign Currency
Translation | | | Hedging | | Defined Pension
and Other
Post-Retirement
Benefits | | Accumulated Other
Comprehensive
Loss Attributable to
TechnipFMC plc | | Accumulated Other
Comprehensive
Loss Attributable
to Non-Controlling Interest | (In millions) | Foreign Currency
Translation | | | Hedging | | Defined Pension
and Other
Post-Retirement
Benefits | | Accumulated Other
Comprehensive
Loss Attributable to
TechnipFMC plc | | Accumulated Other
Comprehensive
Loss Attributable
to Non-Controlling Interest |
| December 31, 2020 | December 31, 2020 | $ | (1,401.2) | | | | $ | 34.0 | | | $ | (255.3) | | | $ | (1,622.5) | | | $ | (4.1) | | December 31, 2020 | $ | (1,401.2) | | | | $ | 34.0 | | | $ | (255.3) | | | $ | (1,622.5) | | | $ | (4.1) | |
| Other comprehensive income (loss) before reclassifications, net of tax | Other comprehensive income (loss) before reclassifications, net of tax | (28.2) | | | | (14.5) | | | 3.5 | | | (39.2) | | | 0.1 | | Other comprehensive income (loss) before reclassifications, net of tax | 55.5 | | | | (12.0) | | | 1.2 | | | 44.7 | | | (0.1) | |
| Reclassification adjustment for net losses included in net income (loss), net of tax | Reclassification adjustment for net losses included in net income (loss), net of tax | 0 | | | | (2.7) | | | 4.9 | | | 2.2 | | | 0 | | Reclassification adjustment for net losses included in net income (loss), net of tax | 0 | | | | 2.0 | | | 9.9 | | | 11.9 | | | 0 | |
| Other comprehensive income (loss), net of tax | Other comprehensive income (loss), net of tax | (28.2) | | | | (17.2) | | | 8.4 | | | (37.0) | | | 0.1 | | Other comprehensive income (loss), net of tax | 55.5 | | | | (10.0) | | | 11.1 | | | 56.6 | | | (0.1) | |
| Spin-off of Technip Energies | 241.2 | | | | (19.7) | | | 37.2 | | | 258.7 | | | 0 | | |
| March 31, 2021 | $ | (1,188.2) | | | | $ | (2.9) | | | $ | (209.7) | | | $ | (1,400.8) | | | $ | (4.0) | | |
| Final Spin-off of Technip Energies | | Final Spin-off of Technip Energies | 253.5 | | | | (19.7) | | | 37.2 | | | 271.0 | | | 0 | |
| June 30, 2021 | | June 30, 2021 | $ | (1,092.2) | | | | $ | 4.3 | | | $ | (207.0) | | | $ | (1,294.9) | | | $ | (4.2) | |
Reclassifications out of accumulated other comprehensive income (loss) consisted of the following:
| | | | Three Months Ended | | | Three Months Ended | | Six Months Ended | |
| | | March 31, | | | June 30, | | June 30, | |
| (In millions) | (In millions) | | 2021 | | 2020 | | (In millions) | 2021 | | 2020 | | 2021 | | 2020 | |
| Details about Accumulated Other Comprehensive Income (loss) Components | Details about Accumulated Other Comprehensive Income (loss) Components | | Amount Reclassified out of Accumulated Other
Comprehensive Loss | | Affected Line Item in the Condensed Consolidated Statements of Income | Details about Accumulated Other Comprehensive Income (loss) Components | Amount Reclassified out of Accumulated Other
Comprehensive Loss | | Affected Line Item in the Condensed Consolidated Statements of Income |
| Gains (losses) on hedging instruments | Gains (losses) on hedging instruments | | | | | Gains (losses) on hedging instruments | | | |
| Foreign exchange contracts | Foreign exchange contracts | | $ | (10.4) | | | $ | (11.1) | | | Revenue | Foreign exchange contracts | $ | (15.6) | | | $ | (22.4) | | | $ | (26.0) | | | $ | (33.5) | | | Revenue |
| | | 8.3 | | | 9.8 | | | Cost of sales | | 3.2 | | | 19.9 | | | 11.5 | | | 29.7 | | | Cost of sales |
| | | 0.1 | | | 0 | | | Selling, general and administrative expense | | 0.1 | | | (0.4) | | | 0.2 | | | (0.4) | | | Selling, general and administrative expense |
| | | 2.9 | | | (2.2) | | | 6.9 | | | (1.2) | | | Other income (expense), net |
| | | 4.0 | | | 1.0 | | | Other income (expense), net | | (9.4) | | | (5.1) | | | (7.4) | | | (5.4) | | | Income (loss) before income taxes |
| | | 2.0 | | | (0.3) | | | Income (loss) before income taxes | | (4.7) | | | (0.4) | | | (5.4) | | | (0.6) | | | Provision for income taxes |
| | | (0.7) | | | (0.2) | | | Provision for income taxes | | $ | (4.7) | | | $ | (4.7) | | | $ | (2.0) | | | $ | (4.8) | | | Net income (loss) |
| | $ | 2.7 | | | $ | (0.1) | | | Net income (loss) | |
| Pension and other post-retirement benefits | Pension and other post-retirement benefits | | | | | | Pension and other post-retirement benefits | | | | | | | | |
| | Amortization of prior service credit (cost) | Amortization of prior service credit (cost) | | (0.1) | | | (0.3) | | | (a) | Amortization of prior service credit (cost) | $ | (0.2) | | | $ | (0.2) | | | $ | (0.3) | | | $ | (0.5) | | | (a) |
| Amortization of net actuarial loss | Amortization of net actuarial loss | | (6.9) | | | (2.8) | | | (a) | Amortization of net actuarial loss | (6.1) | | | (3.1) | | | (13.0) | | | (5.9) | | | (a) |
| | | (6.3) | | | (3.3) | | | (13.3) | | | (6.4) | | | Income (loss) before income taxes |
| | | (7.0) | | | (3.1) | | | Income (loss) before income taxes | | (1.3) | | | (0.9) | | | (3.4) | | | (1.5) | | | Provision for income taxes |
| | | (2.1) | | | (0.6) | | | Provision for income taxes | | $ | (5.0) | | | $ | (2.4) | | | $ | (9.9) | | | $ | (4.9) | | | Net income (loss) |
| | $ | (4.9) | | | $ | (2.5) | | | Net income (loss) | |
(a)These accumulated other comprehensive income components are included in the computation of net periodic pension cost.
NOTE 15. SHARE-BASED COMPENSATION
Under the Amended and Restated TechnipFMC plc Incentive Award Plan (the “Plan”), we may grant certain incentives and awards to our officers, employees, non-employee directors and consultants of the Company and its subsidiaries. Awards may include share options, share appreciation rights, performance stock units, restricted stock units, restricted shares or other awards authorized under the Plan. Under the Plan, 24.1 million ordinary shares were authorized for awards in 2017. On the record date of the Spin-off, 11.9 million shares remained available under the Plan, which were adjusted to reflect the Spin-off using an adjustment ratio, calculated as the ratio of the closing price of shares of TechnipFMC common stock on the NYSE on the date immediately prior to the Spin-off to the closing price of shares of TechnipFMC on the NYSE on the date immediately after the Spin-off. After this adjustment, 15.2 million ordinary shares remained authorized for awards under the Plan as of February 17, 2021.
We recognize compensation expense and the corresponding tax benefits for awards under the Plan. Share-based compensation expense for non-vested share options and time-based and performance-based restricted stock units was $3.4$7.3 million and $21.6$16.8 million for the three months ended March 31,June 30, 2021 and 2020, respectively, and $10.7 million and $38.4 million for the six months ended June 30, 2021 and 2020, respectively.
NOTE 16. IMPAIRMENT, RESTRUCTURING AND OTHER EXPENSES
Impairment, restructuring and other expenses were as follows:
| | | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions) | (In millions) | | 2021 | | 2020 | (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Subsea | Subsea | | $ | 19.7 | | | 2,773.6 | | Subsea | $ | 1.0 | | | $ | 95.8 | | | $ | 20.7 | | | 2,869.4 | |
| Surface Technologies | Surface Technologies | | 2.8 | | | 424.4 | | Surface Technologies | 1.0 | | | 6.7 | | | 3.8 | | | 431.1 | |
| Corporate and other | Corporate and other | | 3.0 | | | 1.1 | | Corporate and other | 0 | | | 1.1 | | | 3.0 | | | 2.2 | |
| Total impairment, restructuring and other expenses | Total impairment, restructuring and other expenses | | $ | 25.5 | | | $ | 3,199.1 | | Total impairment, restructuring and other expenses | $ | 2.0 | | | $ | 103.6 | | | $ | 27.5 | | | $ | 3,302.7 | |
Goodwill and Long-Lived Assets Impairments
Goodwill and long-lived assets impairments were as follows:
| | | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions) | (In millions) | | 2021 | | 2020 | (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Subsea | Subsea | | $ | 15.7 | | | $ | 2,776.5 | | Subsea | $ | 0.6 | | | $ | 32.5 | | | $ | 16.3 | | | $ | 2,809.0 | |
| Surface Technologies | Surface Technologies | | 0.1 | | | 411.5 | | Surface Technologies | 0.2 | | | 1.2 | | | 0.3 | | | 412.7 | |
| Corporate and other | Corporate and other | | 3.0 | | | 0 | | Corporate and other | 0 | | | 0 | | | 3.0 | | | 0 | |
| Total impairments | Total impairments | | $ | 18.8 | | | $ | 3,188.0 | | Total impairments | $ | 0.8 | | | $ | 33.7 | | | $ | 19.6 | | | $ | 3,221.7 | |
During the threesix months ended March 31,June 30, 2021, subsequent to the spin-off,Spin-off, certain real estate realization decisionsactions were madetaken, and as a result, we recorded $18.8 million of impairment charges relating to our operating lease right-of-use assets.
During the three and six months ended March 31,June 30, 2020, triggering events were identified that led to impairments of certain long-lived assets, including goodwill. During the three and six months ended March 31,June 30, 2020, impairment charges of $3,188.0$33.7 million and $3,221.7 million, respectively, were recorded. These charges included goodwill impairment charges of $2,747.5 million and $335.9 million in our Subsea and Surface Technologies segments, respectively.
For other long-lived assets, a conclusion was made that the market uncertainty was a triggering event for certain asset groups that serve short-cycle businesses in our Subsea and Surface Technologies segments. Assessing these asset groups for recoverability required the use of unobservable inputs that require significant judgment. Such judgments include expected future asset utilization while taking into account reduced future capital spending by certain customers in response to market conditions. As a result of this assessment, for the three and six months ended June 30, 2020, we recorded impairment charges of $29.0$32.5 million forand $61.5 million, respectively, in our Subsea segment, consisting mostlyprimarily of installation and service equipment,equipment. For the three and $75.6six months ended June 30, 2020, we recorded impairment charges of $1.2 million forand $76.8 million, respectively, in our Surface
Technologies segment, consisting primarily of North America-based fracturing and wellhead assets were recorded during the three months ended March 31, 2020.assets.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts of such assets may not be recoverable. Assessing the recoverability of assets to be held and used requires the use of unobservable inputs, thatwhich involves significant judgment. Such judgments include expected future asset utilization while taking into account reduced future capital spending by certain customers in response to market conditions.
Restructuring and Other Expenses
Restructuring and other charges primarily consisted of severance and other employee related costs and COVID-19 related expenses across allboth segments. Restructuring and other expenses were as follows:
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2021 | | | | 2020 |
| (In millions) | Restructuring and other charges | | | | Restructuring and other charges | | COVID-19 expenses |
| Subsea | $ | 4.0 | | | | | $ | (6.9) | | | $ | 4.0 | |
| Surface Technologies | 2.7 | | | | | 11.8 | | | 1.1 | |
| Corporate and other | 0 | | | | | 1.1 | | | 0 | |
| Total | $ | 6.7 | | | | | $ | 6.0 | | | $ | 5.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2021 | 2020 | | 2021 | 2020 |
| (In millions) | Restructuring and other charges | | Restructuring and other charges | | COVID-19 expenses | | Restructuring and other charges | | Restructuring and other charges | | COVID-19 expenses |
| Subsea | $ | 0.4 | | | 35.9 | | $ | 27.4 | | | $ | 4.4 | | | $ | 29.0 | | | $ | 31.4 | |
| Surface Technologies | 0.8 | | | 1.3 | | 4.2 | | | 3.5 | | | 13.1 | | | 5.3 | |
| Corporate and other | 0 | | | 1.1 | | 0 | | | 0 | | | 2.2 | | | 0 | |
| Total | $ | 1.2 | | | $ | 38.3 | | | $ | 31.6 | | | $ | 7.9 | | | $ | 44.3 | | | $ | 36.7 | |
During the three and six months ended March 31,June 30, 2020, we incurred $5.1$31.6 million and $36.7 million, respectively, of COVID-19 related expenses. These expenses represent unplanned, one-off, incremental and non-recoverable costs incurred solely as a result of the COVID-19 pandemic situation, which would not have been incurred otherwise.
Prolonged uncertainty in energy markets could lead to further reductions in capital spending from our customer base. In turn, this may lead to changes in our strategy. We will continue to take actions to mitigate the adverse effects of the changing market environment and expect to continue to adjust our cost structure to market conditions. If market conditions deteriorate, we may record additional restructuring charges and additional impairments of our long-lived assets, operating lease right-of-use assets and equity method investments.
NOTE 17. COMMITMENTS AND CONTINGENT LIABILITIES
Contingent liabilities associated with guarantees - In the ordinary course of business, we enter into standby letters of credit, performance bonds, surety bonds and other guarantees with financial institutions for the benefit of our customers, vendors and other parties. The majority of these financial instruments expire within five years. Management does not expect any of these financial instruments to result in losses that, if incurred, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.
Guarantees consisted of the following:
| | (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | (In millions) | June 30,
2021 | | December 31,
2020 |
Financial guarantees (a) | Financial guarantees (a) | $ | 98.4 | | | $ | 104.9 | | Financial guarantees (a) | $ | 158.0 | | | $ | 104.9 | |
Performance guarantees (b) | Performance guarantees (b) | 1,146.8 | | | 1,353.9 | | Performance guarantees (b) | 1,189.5 | | | 1,353.9 | |
| Maximum potential undiscounted payments | Maximum potential undiscounted payments | $ | 1,245.2 | | | $ | 1,458.8 | | Maximum potential undiscounted payments | $ | 1,347.5 | | | $ | 1,458.8 | |
(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 our 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.
We believe the ultimate resolution of our known contingencies will not materially adversely affect our consolidated financial position, results of operations, or cash flows.
Contingent liabilities associated with legal and tax matters - We are involved in various pending or potential legal and tax actions or disputes in the ordinary course of our business. These actions and disputes can involve our agents, suppliers, clients and venture partners, and can include claims related to payment of fees, service quality and ownership arrangements, including certain put or call options.arrangements. We are unable to predict the ultimate outcome of these actions because of their inherent uncertainty. However, we believe that the most probable, ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
On March 28, 2016, FMC Technologies received an inquiry from the U.S. Department of Justice (“DOJ”) related to the DOJ's investigation of whether certain services Unaoil S.A.M. provided to its clients, including FMC Technologies, violated the U.S. Foreign Corrupt Practices Act (“FCPA”). On March 29, 2016, Technip S.A. also received an inquiry from the DOJ related to Unaoil. We cooperated with the DOJ's investigations and, with regard to FMC Technologies, a related investigation by the SEC.
In late 2016, Technip S.A. was contacted by the DOJ regarding its investigation of offshore platform projects awarded between 2003 and 2007, performed in Brazil by a joint venture company in which Technip S.A. was a minority participant, and we have also raised with the DOJ certain other projects performed by Technip S.A. subsidiaries in Brazil between 2002 and 2013. The DOJ has also inquired about projects in Ghana and Equatorial Guinea that were awarded to Technip S.A. subsidiaries in 2008 and 2009, respectively. We cooperated with the DOJ in its investigation into potential violations of the FCPA in connection with these projects. We contacted and cooperated with the Brazilian authorities (Federal Prosecution Service (“MPF”), the Comptroller General of Brazil (“CGU”) and the Attorney General of Brazil (“AGU”)) with their investigation concerning the projects in Brazil and have also contacted and are cooperating with French authorities (the Parquet National Financier (“PNF”)) with their investigation about these existing matters.
On June 25, 2019, we announced a global resolution to pay a total of $301.3 million to the DOJ, the SEC, the MPF and the CGU/AGU to resolve these anti-corruption investigations. We will not be required to have a monitor and will, instead, provide reports on our anti-corruption program to the Brazilian and U.S. authorities for two and three years, respectively.
As part of this resolution, we entered into a three-year Deferred Prosecution Agreement (“DPA”) with the DOJ related to charges of conspiracy to violate the FCPA related to conduct in Brazil and with Unaoil. In addition, Technip USA, Inc., a U.S. subsidiary, pled guilty to one count of conspiracy to violate the FCPA related to conduct in Brazil. We will also provide the DOJ reports on our anti-corruption program during the term of the DPA.
In Brazil, our subsidiaries, Technip Brasil - Engenharia, Instalações E Apoio Marítimo Ltda. and Flexibrás Tubos Flexíveis Ltda., entered into leniency agreements with both the MPF and the CGU/AGU. We have committed, as part of those agreements, to make certain enhancements to their compliance programs in Brazil during a two-year self-reporting period, which aligns with our commitment to cooperation and transparency with the compliance community in Brazil and globally.
In September 2019, the SEC approved our previously disclosed agreement in principle with the SEC Staff and issued an Administrative Order, pursuant to which we paid the SEC $5.1 million, which was included in the global resolution of $301.3 million.
To date, the investigation by PNF related to historical projects in Equatorial Guinea and Ghana has not reached a resolution. We remain committed to finding a resolution with the PNF and will maintain a $70.0 million provision related to this investigation. As we continue to progress our discussions with PNF towards resolution, the amount of a settlement could exceed this provision.
There is no certainty that a settlement with PNF will be reached or that the settlement will not exceed current accruals. The PNF has a broad range of potential sanctions under anti-corruption laws and regulations that it may seek to impose in appropriate circumstances including, but not limited to, fines, penalties and modifications to business practices and compliance programs. Any of these measures, if applicable to us, as well as potential customer reaction to such measures, could have a material adverse impact on our business, results of operations and financial condition. If we cannot reach a resolution with the PNF, we could be subject to criminal proceedings in France, the outcome of which cannot be predicted.
Contingent liabilities associated with liquidated damages - Some of our contracts contain provisions that require us to pay liquidated damages if we are responsible for the failure to meet specified contractual milestone dates and the
applicable customer asserts a conforming claim under these provisions. These contracts define the conditions under which our customers may make claims against us for liquidated damages. Based upon the evaluation of our performance and other commercial and legal analysis, management believes we have appropriately recognized probable liquidated damages at March 31,June 30, 2021 and December 31, 2020, and that the ultimate resolution of such matters will not materially affect our consolidated financial position, results of operations or cash flows.
NOTE 18. INCOME TAXES
Our provision for income taxes for the three months ended March 31,June 30, 2021 and 2020 reflected effective tax rates of 5.4%(25.3)% and 0.7%(18.6)%, respectively. The year-over-year decrease in the effective tax rate was primarily due to the increased impact of losses in jurisdictions with a full valuation allowance, and a change in geographical profit mix year over year.
Our provision for income taxes for the six months ended June 30, 2021 and 2020 reflected effective tax rates of 18.6% and (0.1)%, respectively. The year-over-year increase in the effective tax rate was primarily due to the increased impact of losses including certain impairments in jurisdictions with a full valuation allowance, and a change in the forecasted earnings mix.geographical profit mix year over year.
Our effective tax rate can fluctuate depending on our country mix of earnings, since our foreign earnings are generally subject to higher tax rates than in the United Kingdom.
NOTE 19.19. DERIVATIVE FINANCIAL INSTRUMENTS
For purposes of mitigating the effect of changes in exchange rates, we hold derivative financial instruments to hedge the risks of certain identifiable and anticipated transactions and recorded assets and liabilities in our condensed consolidated balance sheets. The types of risks hedged are those relating to the variability of future earnings and cash flows caused by movements in foreign currency exchange rates. Our policy is to hold derivatives only for the purpose of hedging risks associated with anticipated foreign currency purchases and sales created in the normal course of business, and not for trading purposes where the objective is solely to generate profit.
Generally, we enter into hedging relationships such that changes in the fair values or cash flows of the transactions being hedged are expected to be offset by corresponding changes in the fair value of the derivatives. For derivative instruments that qualify as a cash flow hedge, the effective portion of the gain or loss of the derivative, which does not include the time value component of a forward currency rate, is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative instruments not designated as hedging instruments, any change in the fair value of those instruments is reflected in earnings in the period such change occurs.
We hold the following types of derivative instruments:
Foreign exchange rate forward contracts - The purpose of these instruments is to hedge the risk of changes in future cash flows of anticipated purchase or sale commitments denominated in foreign currencies and recorded assets and liabilities in our condensed consolidated balance sheets. As of March 31,June 30, 2021, we held the following material net positions:
| | | Net Notional Amount
Bought (Sold) | | Net Notional Amount
Bought (Sold) |
| (In millions) | (In millions) | | USD Equivalent | (In millions) | | USD Equivalent |
| Euro | Euro | 464.4 | | | 544.8 | | Euro | 546.0 | | | 649.3 | |
| British pound | British pound | 287.2 | | | 395.5 | | British pound | 252.4 | | | 350.0 | |
| Brazilian real | Brazilian real | 1,320.1 | | | 231.8 | | Brazilian real | 1,183.7 | | | 236.7 | |
| Norwegian krone | Norwegian krone | 1,155.3 | | | 135.7 | | Norwegian krone | 505.9 | | | 59.2 | |
| | Mexican peso | | Mexican peso | (230.6) | | | (10.3) | |
| Singapore dollar | Singapore dollar | 103.5 | | | 77.0 | | Singapore dollar | 85.6 | | | 63.6 | |
| Canadian dollar | Canadian dollar | 31.2 | | | 24.7 | | Canadian dollar | 27.8 | | | 22.5 | |
| Indian rupee | Indian rupee | 752.9 | | | 10.2 | | Indian rupee | 862.2 | | | 11.6 | |
| | Russian ruble | | Russian ruble | 711.2 | | | 9.8 | |
| | Kuwaiti dinar | Kuwaiti dinar | (3.0) | | | (10.0) | | Kuwaiti dinar | (3.5) | | | (11.8) | |
| Indonesian rupiah | Indonesian rupiah | (191,631.6) | | | (13.2) | | Indonesian rupiah | (370,826.2) | | | (25.5) | |
| Australian dollar | Australian dollar | (157.1) | | | (119.6) | | Australian dollar | (154.1) | | | (115.6) | |
| Malaysian ringgit | Malaysian ringgit | (732.2) | | | (176.6) | | Malaysian ringgit | (701.8) | | | (169.0) | |
| U.S. dollar | U.S. dollar | (105.2) | | | (105.2) | | U.S. dollar | 306.2 | | | 306.2 | |
Foreign exchange rate instruments embedded in purchase and sale contracts - The purpose of these instruments is to match offsetting currency payments and receipts for particular projects or comply with government restrictions on the currency used to purchase goods in certain countries. As of March 31,June 30, 2021, our portfolio of these instruments included the following material net positions:
| | | Net Notional Amount
Bought (Sold) | | Net Notional Amount
Bought (Sold) |
| (In millions) | (In millions) | | USD Equivalent | (In millions) | | USD Equivalent |
| Brazilian real | Brazilian real | 64.8 | | | 11.4 | | Brazilian real | 30.6 | | | 6.1 | |
| Norwegian krone | Norwegian krone | (138.8) | | | (16.3) | | Norwegian krone | (63.5) | | | (7.4) | |
| Euro | Euro | (14.4) | | | (16.9) | | Euro | (16.1) | | | (19.2) | |
| U.S. dollar | U.S. dollar | 20.7 | | | 20.7 | | U.S. dollar | 21.4 | | | 21.4 | |
Fair value amounts for all outstanding derivative instruments have been determined using available market information and commonly accepted valuation methodologies. See Note 20 for further details. Accordingly, the estimates presented may not be indicative of the amounts that we would realize in a current market exchange and may not be indicative of the gains or losses we may ultimately incur when these contracts are settled.
The following table presents the location and fair value amounts of derivative instruments reported in the condensed consolidated balance sheets:
| | | March 31, 2021 | | December 31, 2020 | | | June 30, 2021 | | December 31, 2020 |
| (In millions) | (In millions) | Assets | | Liabilities | | Assets | | Liabilities | | (In millions) | Assets | | Liabilities | | Assets | | Liabilities |
| Derivatives designated as hedging instruments | Derivatives designated as hedging instruments | | | | | | | Derivatives designated as hedging instruments | | | | | |
| Foreign exchange contracts | Foreign exchange contracts | | | Foreign exchange contracts | |
| Current - Derivative financial instruments | Current - Derivative financial instruments | $ | 199.7 | | | $ | 164.8 | | | $ | 189.5 | | | $ | 141.9 | | | Current - Derivative financial instruments | $ | 164.3 | | | $ | 121.7 | | | $ | 189.5 | | | $ | 141.9 | |
| Long-term - Derivative financial instruments | Long-term - Derivative financial instruments | 35.3 | | | 33.8 | | | 28.9 | | | 18.8 | | | Long-term - Derivative financial instruments | 12.8 | | | 13.6 | | | 28.9 | | | 18.8 | |
| Total derivatives designated as hedging instruments | Total derivatives designated as hedging instruments | 235.0 | | | 198.6 | | | 218.4 | | | 160.7 | | | Total derivatives designated as hedging instruments | 177.1 | | | 135.3 | | | 218.4 | | | 160.7 | |
| Derivatives not designated as hedging instruments | Derivatives not designated as hedging instruments | | | Derivatives not designated as hedging instruments | |
| Foreign exchange contracts | Foreign exchange contracts | | | Foreign exchange contracts | |
| Current - Derivative financial instruments | Current - Derivative financial instruments | 3.8 | | | 7.7 | | | 79.2 | | | 15.6 | | | Current - Derivative financial instruments | 21.7 | | | 7.1 | | | 79.2 | | | 15.6 | |
| Long-term - Derivative financial instruments | Long-term - Derivative financial instruments | 0 | | | 0.4 | | | 0.3 | | | — | | | Long-term - Derivative financial instruments | 0.1 | | | 0 | | | 0.3 | | | 0 | |
| Total derivatives not designated as hedging instruments | Total derivatives not designated as hedging instruments | 3.8 | | | 8.1 | | | 79.5 | | | 15.6 | | | Total derivatives not designated as hedging instruments | 21.8 | | | 7.1 | | | 79.5 | | | 15.6 | |
| Total derivatives | Total derivatives | $ | 238.8 | | | $ | 206.7 | | | $ | 297.9 | | | $ | 176.3 | | | Total derivatives | $ | 198.9 | | | $ | 142.4 | | | $ | 297.9 | | | $ | 176.3 | |
Cash flow hedges of forecasted transactions qualifying for hedge accounting, net of tax, resulted in accumulated other comprehensive lossesgains of $4.4$2.8 million and $12.9 million as of March 31,June 30, 2021 and December 31, 2020, respectively. We expect to transfer an approximate $36.0$55.7 million lossgain from accumulated OCI to earnings during the next 12 months when the anticipated transactions actually occur. All anticipated transactions currently being hedged are expected to occur by the second half of 2023.
The following table presents the gains (losses) recognized in other comprehensive income related to derivative instruments designated as cash flow hedges:
| | | | Gain (Loss) Recognized in OCI | | Gain (Loss) Recognized in OCI | | Gain (Loss) Recognized in OCI |
| | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions) | (In millions) | | 2021 | | 2020 | (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Foreign exchange contracts | Foreign exchange contracts | | $ | (20.2) | | | $ | (91.7) | | Foreign exchange contracts | $ | (0.2) | | | $ | 20.1 | | | $ | (20.4) | | | $ | (71.6) | |
The following representstables represent the effect of cash flow hedge accounting in the condensed consolidated statements of income for the three and six months ended March 31,June 30, 2021 and 2020:
| | (In millions) | (In millions) | Three Months Ended March 31, 2021 | | Three Months Ended March 31, 2020 | (In millions) | Three Months Ended June 30, 2021 | | Three Months Ended June 30, 2020 |
| Total amount of income (expense) presented in the consolidated statements of income associated with hedges and derivatives | Total amount of income (expense) presented in the consolidated statements of income associated with hedges and derivatives | Revenue | | Cost of sales | | Selling,
general
and
administrative
expense | | Other income (expense), net | | Revenue | | Cost of sales | | Selling,
general
and
administrative
expense | | Other income (expense), net | Total amount of income (expense) presented in the consolidated statements of income associated with hedges and derivatives | Revenue | | Cost of sales | | Selling,
general
and
administrative
expense | | Other income (expense), net | | Revenue | | Cost of sales | | Selling,
general
and
administrative
expense | | Other income (expense), net |
| | Cash Flow hedge gain (loss) recognized in income | | | | | | | | | | | | | | | | |
| Foreign Exchange Contracts | | |
| | Amounts reclassified from accumulated OCI to income | Amounts reclassified from accumulated OCI to income | $ | (10.4) | | | $ | 8.3 | | | $ | 0.1 | | | $ | 4.0 | | | $ | (11.1) | | | $ | 9.8 | | | $ | 0 | | | $ | 0.5 | | Amounts reclassified from accumulated OCI to income | $ | (15.6) | | | $ | 3.2 | | | $ | 0.1 | | | $ | 2.9 | | | $ | (22.4) | | | $ | 19.9 | | | $ | (0.4) | | | $ | (4.4) | |
| Amounts excluded from effectiveness testing | Amounts excluded from effectiveness testing | 1.0 | | | (1.2) | | | 0.9 | | | (0.6) | | | 1.2 | | | (2.2) | | | 0 | | | (12.6) | | Amounts excluded from effectiveness testing | (0.8) | | | (1.5) | | | (0.9) | | | (1.4) | | | 1.3 | | | (2.6) | | | (0.1) | | | 15.0 | |
| Total cash flow hedge gain (loss) recognized in income | Total cash flow hedge gain (loss) recognized in income | (9.4) | | | 7.1 | | | 1.0 | | | 3.4 | | | (9.9) | | | 7.6 | | | 0 | | | (12.1) | | Total cash flow hedge gain (loss) recognized in income | (16.4) | | | 1.7 | | | (0.8) | | | 1.5 | | | (21.1) | | | 17.3 | | | (0.5) | | | 10.6 | |
| Total hedge gain (loss) recognized in income | Total hedge gain (loss) recognized in income | $ | (9.4) | | | $ | 7.1 | | | $ | 1.0 | | | $ | 3.4 | | | $ | (9.9) | | | $ | 7.6 | | | $ | 0 | | | $ | (12.1) | | Total hedge gain (loss) recognized in income | $ | (16.4) | | | $ | 1.7 | | | $ | (0.8) | | | $ | 1.5 | | | $ | (21.1) | | | $ | 17.3 | | | $ | (0.5) | | | $ | 10.6 | |
| | Gain (loss) recognized in income on derivatives not designated as hedging instruments | Gain (loss) recognized in income on derivatives not designated as hedging instruments | 0.2 | | | 0.5 | | | 0 | | | (11.4) | | | 0 | | | 0 | | | 0 | | | 0 | | Gain (loss) recognized in income on derivatives not designated as hedging instruments | 1.2 | | | 0.1 | | | 0 | | | 44.8 | | | (0.7) | | | 1.3 | | | 0 | | | (23.2) | |
| Total | Total | $ | (9.2) | | | $ | 7.6 | | | $ | 1.0 | | | $ | (8.0) | | | $ | (9.9) | | | $ | 7.6 | | | $ | 0 | | | $ | (12.1) | | Total | $ | (15.2) | | | $ | 1.8 | | | $ | (0.8) | | | $ | 46.3 | | | $ | (21.8) | | | $ | 18.6 | | | $ | (0.5) | | | $ | (12.6) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | Six Months Ended June 30, 2021 | | Six Months Ended June 30, 2020 |
| Total amount of income (expense) presented in the consolidated statements of income associated with hedges and derivatives | Revenue | | Cost of sales | | Selling,
general
and
administrative
expense | | Other income (expense), net | | Revenue | | Cost of sales | | Selling,
general
and
administrative
expense | | Other income (expense), net |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Amounts reclassified from accumulated OCI to income | $ | (26.0) | | | $ | 11.5 | | | $ | 0.2 | | | $ | 6.9 | | | $ | (33.5) | | | $ | 29.7 | | | $ | (0.4) | | | $ | (3.9) | |
| Amounts excluded from effectiveness testing | 0.2 | | | (2.7) | | | 0 | | | (2.0) | | | 2.5 | | | (4.8) | | | (0.1) | | | 2.4 | |
| Total cash flow hedge gain (loss) recognized in income | (25.8) | | | 8.8 | | | 0.2 | | | 4.9 | | | (31.0) | | | 24.9 | | | (0.5) | | | (1.5) | |
| Total hedge gain (loss) recognized in income | (25.8) | | | 8.8 | | | 0.2 | | | 4.9 | | | (31.0) | | | 24.9 | | | (0.5) | | | (1.5) | |
| | | | | | | | | | | | | | | |
| Gain (loss) recognized in income on derivatives not designated as hedging instruments | 1.4 | | | 0.6 | | | 0 | | | 33.4 | | | (0.7) | | | 1.3 | | | 0 | | | (23.2) | |
| Total | $ | (24.4) | | | $ | 9.4 | | | $ | 0.2 | | | $ | 38.3 | | | $ | (31.7) | | | $ | 26.2 | | | $ | (0.5) | | | $ | (24.7) | |
Balance Sheet Offsetting - We execute derivative contracts with counterparties that consent to a master netting agreement, which permits net settlement of the gross derivative assets against gross derivative liabilities. Each instrument is accounted for individually and assets and liabilities are not offset. As of March 31,June 30, 2021 and December 31, 2020, we had no collateralized derivative contracts. The following tables present both gross information and net information of recognized derivative instruments:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2021 | | December 31, 2020 |
| (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 | $ | 238.8 | | | $ | (125.2) | | | $ | 113.6 | | | $ | 297.9 | | | $ | (128.7) | | | $ | 169.2 | |
| Derivative liabilities | $ | 206.7 | | | $ | (125.2) | | | $ | 81.5 | | | $ | 176.3 | | | $ | (99.3) | | | $ | 77.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2021 | | December 31, 2020 |
| (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 | $ | 198.9 | | | $ | (98.4) | | | $ | 100.5 | | | $ | 297.9 | | | $ | (128.7) | | | $ | 169.2 | |
| Derivative liabilities | $ | 142.4 | | | $ | (98.4) | | | $ | 44.0 | | | $ | 176.3 | | | $ | (128.7) | | | $ | 47.6 | |
NOTE 20. FAIR VALUE MEASUREMENTS
Assets and liabilities measured at fair value on a recurring basis were as follows:
| | | March 31, 2021 | | December 31, 2020 | | June 30, 2021 | | December 31, 2020 |
| (In millions) | (In millions) | Total | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | (In millions) | Total | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 |
| Assets | Assets | | | | | | | | | | | | | | | | Assets | | | | | | | | | | | | | | | |
| Investments | Investments | | Investments | |
| | Investment in Technip Energies | Investment in Technip Energies | $ | 1,249.0 | | | $ | 1,249.0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | Investment in Technip Energies | $ | 760.0 | | | $ | 760.0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
Equity securities(a) | Equity securities(a) | 24.3 | | | 24.3 | | | 0 | | | 0 | | | 23.4 | | | 23.4 | | | 0 | | | 0 | | Equity securities(a) | 26.4 | | | 26.4 | | | 0 | | | 0 | | | 23.4 | | | 23.4 | | | 0 | | | 0 | |
| Money market fund | Money market fund | 1.9 | | | 0 | | | 1.9 | | | 0 | | | 1.7 | | | 0 | | | 1.7 | | | 0 | | Money market fund | 2.2 | | | 0 | | | 2.2 | | | 0 | | | 1.7 | | | 0 | | | 1.7 | | | 0 | |
Stable value fund(b) | Stable value fund(b) | 0.8 | | | 0 | | | 0 | | | 0 | | | 0.9 | | | 0 | | | 0 | | | 0 | | Stable value fund(b) | 0.6 | | | 0 | | | 0 | | | 0 | | | 0.9 | | | 0 | | | 0 | | | 0 | |
| | Held-to-maturity debt securities | Held-to-maturity debt securities | 0 | | | 0 | | | 0 | | | 0 | | | 24.2 | | | 0 | | | 24.2 | | | 0 | | Held-to-maturity debt securities | 29.1 | | | 0 | | | 29.1 | | | 0 | | | 24.2 | | | 0 | | | 24.2 | | | 0 | |
| Derivative financial instruments | Derivative financial instruments | | Derivative financial instruments | |
| Foreign exchange contracts | Foreign exchange contracts | 238.8 | | | 0 | | | 238.8 | | | 0 | | | 297.9 | | | 0 | | | 297.9 | | | 0 | | Foreign exchange contracts | 198.9 | | | 0 | | | 198.9 | | | 0 | | | 297.9 | | | 0 | | | 297.9 | | | 0 | |
| Assets held for sale | Assets held for sale | 47.4 | | | 0 | | | 0 | | | 47.4 | | | 47.3 | | | 0 | | | 0 | | | 47.3 | | Assets held for sale | 6.2 | | | 0 | | | 0 | | | 6.2 | | | 47.3 | | | 0 | | | 0 | | | 47.3 | |
| Total assets | Total assets | $ | 1,562.2 | | | $ | 1,273.3 | | | $ | 240.7 | | | $ | 47.4 | | | $ | 395.4 | | | $ | 23.4 | | | $ | 323.8 | | | $ | 47.3 | | Total assets | $ | 1,023.4 | | | $ | 786.4 | | | $ | 230.2 | | | $ | 6.2 | | | $ | 395.4 | | | $ | 23.4 | | | $ | 323.8 | | | $ | 47.3 | |
| Liabilities | Liabilities | | | | | | | | | | | | | | | | Liabilities | | | | | | | | | | | | | | | |
| Derivative financial instruments | Derivative financial instruments | | Derivative financial instruments | |
| Foreign exchange contracts | Foreign exchange contracts | 206.7 | | | 0 | | | 206.7 | | | 0 | | | 176.3 | | | 0 | | | 176.3 | | | 0 | | Foreign exchange contracts | 142.4 | | | 0 | | | 142.4 | | | 0 | | | 176.3 | | | 0 | | | 176.3 | | | 0 | |
| | Total liabilities | Total liabilities | $ | 206.7 | | | $ | 0 | | | $ | 206.7 | | | $ | 0 | | | $ | 176.3 | | | $ | 0 | | | $ | 176.3 | | | $ | 0 | | Total liabilities | $ | 142.4 | | | $ | 0 | | | $ | 142.4 | | | $ | 0 | | | $ | 176.3 | | | $ | 0 | | | $ | 176.3 | | | $ | 0 | |
(a)Includes fixed income and other investments measured at fair value.
(b)Certain investments that are measured at fair value using net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
Investment in Technip Energies - The fair value of our investment in Technip Energies is based on quoted prices that we have the ability to access in public markets, see Note 11 for further details.
Equity securities - The fair value measurement of our traded securities is based on quoted prices that we have the ability to access in public markets.
Stable value fund and Money market fund - The stable value fund and money market fund are valued at the net asset value of the shares held at the end of the quarter, which is based on the fair value of the underlying investments using information reported by our investment advisor at quarter-end.
Held-to-maturity debt securities - Held-to-maturity debt securities consist of government bonds. These investments are stated at amortized cost, which approximates fair value.
Assets held for sale - The fair value of our assets held for sale was determined using a market approach that took into consideration the expected sales price. As of MarchDecember 31, 2021,2020, our G1200 vessel is classified as held for sale. In March 2021, we entered into a Memorandum of Agreement to sell the vessel. The agreement is subject to certain conditions precedent to complete the transaction. We expect to completecompleted the sale and received $48.0 million in cash proceeds during the first halfsecond quarter of 2021.
Redeemable non-controlling interest - We own a 51% share in Island Offshore Subsea AS that was subsequently renamed to TIOS AS. The non-controlling interest is recorded as mezzanine equity at fair value. The fair value measurement is based upon significant unobservable inputs not observable in the market and is consequently classified as a Level 3 in the fair value measurements hierarchy. As of March 31, 2021and December 31, 2020, the fair value of our redeemable non-controlling interest was $44.6 million and $43.7 million, respectively.
Derivative financial instruments - We use the income approach as the valuation technique to measure the fair value of foreign currency derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change from the derivative contract rate and the published market indicative currency rate, multiplied by the contract notional values. Credit risk is then incorporated by reducing the derivative’s fair value in asset positions by the result of multiplying the present value of the portfolio by the counterparty’s published credit spread. Portfolios in a liability position are adjusted by the same calculation; however, a spread representing our credit spread is used. Our credit spread, and the credit spread of other counterparties not publicly available, are approximated by using the spread of similar companies in the same industry, of similar size and with the same credit rating.
We currently have no credit-risk-related contingent features in our agreements with the financial institutions that would require us to post collateral for derivative positions in a liability position. See Note 19 for further details.
Nonrecurring Fair Value Measurements
Fair value of long-lived, non-financial assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts of such assets may not be recoverable.
The following summarizes impairments of long-lived assets and related post-impairment fair value for the three
six months ended March 31,June 30, 2021 and 2020:
| | | Three Months Ended March 31, | | | Six Months Ended June 30, |
| | 2021 | | 2020 | | | 2021 | | 2020 |
| (In millions) | (In millions) | Impairment | | Fair Value (a) | | Impairment | | Fair Value (a) | | (In millions) | Impairment | | Fair Value (a) | | Impairment | | Fair Value (a) |
| Long-lived assets | Long-lived assets | $ | 18.8 | | | $ | 31.6 | | | $ | 104.6 | | | $ | 269.6 | | | Long-lived assets | $ | 18.8 | | | $ | 31.6 | | | $ | 138.3 | | | $ | 314.3 | |
(a)Measured as of the impairment date using the income approach and a 10.8% risk-adjusted rate of interest, resulting in a Level 3 fair value measurement.
Other fair value disclosures
The carrying amounts of cash and cash equivalents, trade receivables, accounts payable, short-term debt, commercial paper, debt associated with our bank borrowings, credit facilities, as well as amounts included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair value.
Fair value of debt - We use a market approach to determine the fair value of our fixed-rate debt using observable market data, which results in a Level 2 fair value measurement. The estimated fair value of our private placement notes, senior notes and synthetic bonds was $2,097.3$2,165.6 million and $2,199.2 million as of March 31,June 30, 2021 and December 31, 2020, respectively.
Credit risk - By their nature, financial instruments involve risk, including credit risk, for non-performance by counterparties. Financial instruments that potentially subject us to credit risk primarily consist of trade receivables and derivative contracts. We manage the credit risk on financial instruments by transacting only with what management believes are financially secure counterparties, requiring credit approvals and credit limits and monitoring counterparties’ financial condition. Our maximum exposure to credit loss in the event of non-performance by the counterparty is limited to the amount drawn and outstanding on the financial instrument. Allowances for losses on trade receivables are established based on collectability assessments. We mitigate credit risk on derivative contracts by executing contracts only with counterparties that consent to a master netting agreement, which permits the net settlement of gross derivative assets against gross derivative liabilities.
NOTE 21. SUBSEQUENT EVENTEVENTS
In accordance with the Share Purchase Agreement between Technip-Coflexip UK Holdings Limited (“TUK”) and Island Offshore Management AS (“Island Offshore”) that was executed on March 12, 2018, whereby TUK initially purchased 51% of the shares of TIOS AS, a joint venture between TUK and Island Offshore (“TIOS”), TUK intends to acquire the remaining 49% interest in TIOS at a total price of $48.7 million. As of December 31, 2020 we owned a 51% share in TIOS and the redeemable non-controlling interest was recorded as mezzanine equity at fair value of $43.7 million. During the second quarter of 2021, the redeemable non-controlling interest was accreted to the redemption amount and classified as a current liability as of June 30, 2021 in our condensed consolidated balance sheet. See Note 9 for further details.
On April 8, 2021, Pursuant to the “Share Purchase Agreement” with BPI, we refunded $100.0 million to BPI as a result of their revised level of investment.
On April 27,July 29, 2021 we sold 25announced the launch and pricing of the sale of 16 million Technip Energies shares, representing 14%9% of Technip Energies’ issued and outstanding share capital, through a private placement by way of an accelerated bookbuild offering (the “Placement”). The sale price of the shares in the Placement was set at €11.10€11.20 per share, yielding total gross proceeds of €277.5€179.2 million or $335.2$212.8 million.
Concurrently with Settlement for the Placement is expected to take place on or around August 3, 2021. TechnipFMC has agreed to a 60-day lock-up for its remaining shares in Technip Energies, purchased from TechnipFMC 1.8 million shares (equivalentsubject to 1% of share capital) at €11.10 per share, corresponding to the price of the Placement (the “Concurrent Sale to Technip Energies”). The sale of shares to Technip Energies yielded total gross proceeds of €20.0 million or $24.2 million. This purchase was separatewaiver from the Placement.
Joint Global Coordinators and certain other customary exceptions. Upon completion of the Placement, and the Concurrent Sale to Technip Energies, TechnipFMC retainswill retain a direct stake of 55.539.5 million shares, representing 31%22% of Technip Energies’ issued and outstanding share capital.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS OUTLOOK
Overall Outlook - TheThe short-term outlook for crude oil has improved. Economic activity continues to expand, driven by strong fiscal stimulus, COVID vaccinations and re-openingsthe re-opening of local economies. Additionally, oil supply hasOil prices have been constrained due tosupported by the industry’s more disciplined capital spend, particularly for OPEC+ countries which appear to be focused on realizing a price that supports both economic growth and continued energy investment. These conditions could also provide greater price stability over the intermediate term.
Long-term demand for energy is forecastedforecast to increase. Our conversations with clients remainsremain constructive, and we believesee continued improvement in the currentbroader market outlook is providing them with the confidence to increaseas investments in new sources of oil and natural gas production.
On February 16, 2021,production increase over the intermediate-term. Looking beyond the strength of these traditional markets, we completedbelieve that offshore will continue to play a meaningful role in the separation of the Technip Energies business segment. Subsequent to the Spin-off, we now operate under two reporting segments: Subsea and Surface Technologies. See Notes 2 and 11 for further details.total energy mix, including, in renewable energy resources.
Subsea – The volatile, and generally low crude oil price environmentstrength of our inbound orders in the first half of the last several years led manyyear has been indicative of our customers to reduce their capital spending plans and defer new deepwater projects. The trajectory and pace of furtherthe continued offshore market recovery and expansion in the subsea market is subject to more stringent capital discipline and the allocation of capital our clients dedicate to developing offshore oil and gas fields among their entire portfolio of projects. The risk of project sanctioning delays still exists in the current environment; however, innovativeexpansion. Innovative approaches to subsea projects, like our iEPCI™ solution, have improved project economics, and many offshore discoveries can be developed economically at today’s crude oil prices. In the long-term, weWe believe deepwater development is expectedlikely to remain a significant part of many of our customers’ portfolios.
As the subsea industry continues to evolve, we have taken actions to further streamline our organization, achieve standardization and reduce cycle times. The rationalization of our global footprint will also further leverage the benefits of our integrated offering. We aim to continuously align our operations with activity levels, while preserving our core capacity in order to deliver current projects in backlog and future order activity.
We have experienced renewed operator confidence in advancing subsea activity as a result of the improved economic outlook, lower market volatility and higher oil price. With crude now trending above $60 per barrel, the opportunity set of large subsea projects to be sanctioned over the next 24 months has expanded.
Front-end engineering and design (“FEED”) activity continues to improve, with solid momentum experienced in the second half of 2020.improve. FEED activity in the current year is expected to return to the more robust levels seen in 2019, which further supports our view of a sustainable recovery for deepwater. We expect at least 60% of the projects undergoing studies in 2021 to include an iEPCI™ solution, many of which could be directly awarded to our Company upon reaching final investment decision.
TechnipFMC is increasingly less dependent on larger, publicly tendered projects.
•We anticipate that an increasing share of our inbound orders will result from projects that will be directly awarded to our Company,us, many of which may come from our alliance partners;
•We anticipate higher activity in subsea services, with the industry’s largest installed base; and
•We expect a higher mix of EPCI™iEPCI™ project awards, demonstrating strong geographic diversity and new adopters of our unique, integrated approach to subsea development.
For the remainder of 2021, we believeWe are confident that Subsea inbound orders in 2021 will exceed the $4 billion achieved in 2020.the prior year. We expect Brazil to be the most active region of the world for new project orders, driven by continued investment in the pre-salt field discoveries. We anticipate additional market growth potential coming from the North Sea, Asia Pacific and Africa. The strong front end activity we are experiencing today should further support project award momentum into 2022.
Surface Technologies – Surface Technologies’Our performance is typically driven by variations in global drilling activity, creating a dynamic environment. Operating results can be further impacted by stimulation activity and the completions intensity of shale applications in the Americas.
The North America shale market is sensitive to oil price fluctuations. The rig count exited 2020 below prior year-end levels but increased in the first quarter of 2021.America.
In 2021, we expect our completions-related revenue to outperform the overall market, driven by increased market adoption of iComplete™ – our fully integrated, digitally enabled pressure control system. iComplete™ has already
achieved significant market penetration since its introduction in the third quarter of 2020, with more than 10 different customers utilizing the new integrated system.
Drilling activity in international markets is less cyclical than North America as most activity is driven by national oil companies, which tend to maintain a longer term view that exhibits less variability in capital spend. Additionally, we continue to benefit from our exposure to the Middle East, the North Sea and Asia Pacific, both of which are being supported by strong gas-related activity.Pacific.
In recent years, our international revenue has become a greater proportion of total segment revenue. We expect a gradual and steady recovery in well count in 2021 to drive modest international market growth, with spending increases led by national oil companies, particularly in the Middle East.
Our unique capabilities in the international markets, which demand higher specification equipment, global services and local content, provide a platform for us to extend our leadership positions. We remain levered to these more resilient markets where we expect to source approximately 65% of our full year Surface Technologies revenue in 2021.
CONSOLIDATED RESULTS OF OPERATIONS OF TECHNIPFMC PLC
THREE MONTHS ENDED MARCH 31,JUNE 30, 2021 AND 2020
| | | Three Months Ended | | | | Three Months Ended | |
| | March 31, | | Change | | June 30, | | Change |
| (In millions, except %) | (In millions, except %) | 2021 | | 2020 | | $ | | % | (In millions, except %) | 2021 | | 2020 | | $ | | % |
| Revenue | Revenue | $ | 1,632.0 | | | $ | 1,582.6 | | | 49.4 | | | 3.1 | | Revenue | $ | 1,668.8 | | | $ | 1,620.2 | | | 48.6 | | | 3.0 | |
| | Costs and expenses | Costs and expenses | | Costs and expenses | |
| Cost of sales | Cost of sales | 1,441.2 | | | 1,404.1 | | | 37.1 | | | 2.6 | | Cost of sales | 1,442.5 | | | 1,450.7 | | | (8.2) | | | (0.6) | |
| Selling, general and administrative expense | Selling, general and administrative expense | 147.6 | | | 195.3 | | | (47.7) | | | (24.4) | | Selling, general and administrative expense | 172.6 | | | 157.8 | | | 14.8 | | | 9.4 | |
| Research and development expense | Research and development expense | 16.5 | | | 25.4 | | | (8.9) | | | (35.0) | | Research and development expense | 19.2 | | | 25.1 | | | (5.9) | | | (23.5) | |
| Impairment, restructuring and other expenses (Note 16) | Impairment, restructuring and other expenses (Note 16) | 25.5 | | | 3,199.1 | | | (3,173.6) | | | (99.2) | | Impairment, restructuring and other expenses (Note 16) | 2.0 | | | 103.6 | | | (101.6) | | | (98.1) | |
| | Total costs and expenses | Total costs and expenses | 1,630.8 | | | 4,823.9 | | | (3,193.1) | | | (66.2) | | Total costs and expenses | 1,636.3 | | | 1,737.2 | | | (100.9) | | | (5.8) | |
| | Other income (expense), net | 35.6 | | | (7.9) | | | 43.5 | | | 550.6 | | |
| Other expense, net | | Other expense, net | (1.0) | | | (20.3) | | | 19.3 | | | 95.1 | |
| Income from equity affiliates (Note 11) | Income from equity affiliates (Note 11) | 7.7 | | | 21.1 | | | (13.4) | | | (63.5) | | Income from equity affiliates (Note 11) | 12.8 | | | 15.7 | | | (2.9) | | | (18.5) | |
| Income from investment in Technip Energies (Note 11) | 470.1 | | | — | | | n/a | | n/a | |
| Loss on early extinguishment of debt | (23.5) | | | — | | | n/a | | n/a | |
| Loss from investment in Technip Energies (Note 11) | | Loss from investment in Technip Energies (Note 11) | (146.8) | | | — | | | (146.8) | | |
| | Net interest expense | Net interest expense | (34.5) | | | (23.0) | | | (11.5) | | | (50.0) | | Net interest expense | (35.2) | | | (26.6) | | | (8.6) | | | (32.3) | |
| Income (loss) before income taxes | 456.6 | | | (3,251.1) | | | 3,707.7 | | | 114.0 | | |
| Provision (benefit) for income taxes (Note 18) | 24.5 | | | (23.2) | | | 47.7 | | | 205.6 | | |
| Income (loss) from continuing operations | 432.1 | | | (3,227.9) | | | 3,660.0 | | | 113.4 | | |
| Loss before income taxes | | Loss before income taxes | (137.7) | | | (148.2) | | | 10.5 | | | 7.1 | |
| Provision for income taxes (Note 18) | | Provision for income taxes (Note 18) | 34.9 | | | 27.6 | | | 7.3 | | | 26.4 | |
| Loss from continuing operations | | Loss from continuing operations | (172.6) | | | (175.8) | | | 3.2 | | | 1.8 | |
| Income from continuing operations attributable to non-controlling interests | Income from continuing operations attributable to non-controlling interests | (1.8) | | | (6.9) | | | 5.1 | | | 73.9 | | Income from continuing operations attributable to non-controlling interests | (2.1) | | | (1.8) | | | (0.3) | | | (16.7) | |
| Income (loss) from continuing operations attributable to TechnipFMC plc | 430.3 | | | (3,234.8) | | | 3,654.9 | | | 113.0 | | |
| Income (loss) from discontinued operations | (60.2) | | | (17.8) | | | (42.4) | | | (238.2) | | |
| Loss from continuing operations attributable to TechnipFMC plc | | Loss from continuing operations attributable to TechnipFMC plc | (174.7) | | | (177.6) | | | 2.9 | | | 1.6 | |
| Income from discontinued operations | | Income from discontinued operations | 7.7 | | | 191.1 | | | (183.4) | | | (96.0) | |
| Income from discontinued operations attributable to non-controlling interests | Income from discontinued operations attributable to non-controlling interests | (1.9) | | | (3.5) | | | 1.6 | | | 45.7 | | Income from discontinued operations attributable to non-controlling interests | — | | | (1.8) | | | 1.8 | | | 100.0 | |
| Net Income (loss) attributable to TechnipFMC plc | Net Income (loss) attributable to TechnipFMC plc | 368.2 | | | (3,256.1) | | | 3,624.3 | | | 111.3 | | Net Income (loss) attributable to TechnipFMC plc | (167.0) | | | 11.7 | | | (178.7) | | | (1,527.4) | |
Revenue
Revenue increased $49.4$48.6 million during the three months ended June 30, 2021, compared to the same period in 2020. Subsea revenue increased year-over-year, primarily due to increased services activity in Norway and Africa. Surface Technologies revenue increased year-over-year, primarily driven by an increase in operator activity in North America, the success of our iComplete™ ecosystem and an increase in the project and services activity in the international market area.
Gross Profit
Gross profit (revenue less cost of sales), as a percentage of sales, increased to 13.6% during the three months ended June 30, 2021, compared to 10.5% in the prior-year period. Subsea gross profit, as a percentage of sales, increased due to stronger operational performance and from lower operating costs.Surface Technologies gross profit, as a percentage of sales, increased year-over-year, driven by higher sales volume, improved execution and lower operating costs.
Selling, General and Administrative Expense
Selling, general and administrative expense increased $14.8 million year-over-year. The increase is primarily driven by the increase associated with digital development activities and legal expenses.
Impairment, Restructuring and Other Expenses
We incurred $2.0 million of restructuring, impairment and other charges during the three months ended June 30, 2021 compared to $103.6 million of restructuring, impairment and other charges incurred during the three months ended June 30, 2020. See Note 16 for further details.
Other Expense, Net
Other expense, net, primarily reflects foreign currency gains and losses, including gains and losses associated with the remeasurement of net cash positions and gains and losses on sales of property, plant and equipment. In the second quarter of 2021, we recognized $1.0 million of other losses, which primarily included $10.7 million of net foreign exchange losses. In the second quarter of 2020, we recognized $20.3 million of other losses, which primarily included $16.1 million of net foreign exchange losses. The change in foreign exchange gains and losses is primarily due to foreign exchange gains and losses from unhedged currencies and the effect of these foreign currencies’ exchange rate to a U.S. dollar on naturally hedged projects.
Loss from Investment in Technip Energies
During the three months ended June 30, 2021, we recorded $146.8 million loss as a result of our investment in Technip Energies. The amount recognized primarily reflects a fair value revaluation loss of our investment. See Note 11 for further details.
Net Interest Expense
Net interest expense of $35.2 million increased $8.6 million in the three months ended June 30, 2021, compared to the same period in 2020, primarily due to higher interest expense associated with the $1.0 billion senior notes issued during the three months ended March 31, 2021.
Provision for Income Taxes
Our provision for income taxes for three months ended June 30, 2021 and 2020 reflected effective tax rates of (25.3)% and (18.6)%, respectively. The year-over-year decrease in the effective tax rate was primarily due to the increased impact of losses in jurisdictions with a full valuation allowance, and a change in geographical profit mix year over year.
Our effective tax rate can fluctuate depending on our country mix of earnings, since our foreign earnings are generally subject to higher tax rates than in the United Kingdom.
Discontinued Operations
Income from discontinued operations, net of income taxes was $7.7 million and $191.1 million for the three months ended June 30, 2021 and 2020, respectively. Income from discontinued operations included results for Technip Energies, which was spun-off on February 16, 2021. See Note 2 for further details.
CONSOLIDATED RESULTS OF OPERATIONS OF TECHNIPFMC PLC
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended | | |
| June 30, | | Change |
| (In millions, except %) | 2021 | | 2020 | | $ | | % |
| Revenue | $ | 3,300.8 | | | $ | 3,202.8 | | | 98.0 | | | 3.1 | |
| | | | | | | |
| Costs and expenses | | | | | | | |
| Cost of sales | 2,883.7 | | | 2,854.8 | | | 28.9 | | | 1.0 | |
| Selling, general and administrative expense | 320.2 | | | 353.1 | | | (32.9) | | | (9.3) | |
| Research and development expense | 35.7 | | | 50.5 | | | (14.8) | | | (29.3) | |
| Impairment, restructuring and other expenses (Note 16) | 27.5 | | | 3,302.7 | | | (3,275.2) | | | (99.2) | |
| | | | | | | |
| | | | | | | |
| Total costs and expenses | 3,267.1 | | | 6,561.1 | | | (3,294.0) | | | (50.2) | |
| | | | | | | |
| Other income (expense), net | 34.6 | | | (28.2) | | | 62.8 | | | 222.7 | |
| Income from equity affiliates (Note 11) | 20.5 | | | 36.8 | | | (16.3) | | | (44.3) | |
| Income from investment in Technip Energies (Note 11) | 323.3 | | | — | | | 323.3 | | | |
| Loss on early extinguishment of debt | (23.5) | | | — | | | (23.5) | | | |
| Net interest expense | (69.7) | | | (49.6) | | | (20.1) | | | (40.5) | |
| Income (loss) before income taxes | 318.9 | | | (3,399.3) | | | 3,718.2 | | | 109.4 | |
| Provision for income taxes (Note 18) | 59.4 | | | 4.4 | | | 55.0 | | | 1,250.0 | |
| Income (loss) from continuing operations | 259.5 | | | (3,403.7) | | | 3,663.2 | | | 107.6 | |
| Income from continuing operations attributable to non-controlling interests | (3.9) | | | (8.7) | | | 4.8 | | | 55.2 | |
| Income (loss) from continuing operations attributable to TechnipFMC plc | 255.6 | | | (3,412.4) | | | 3,658.4 | | | 107.2 | |
| Income (loss) from discontinued operations | (52.5) | | | 173.3 | | | (225.8) | | | (130.3) | |
| Income from discontinued operations attributable to non-controlling interests | (1.9) | | | (5.3) | | | 3.4 | | | 64.2 | |
| Net income (loss) attributable to TechnipFMC plc | 201.2 | | | (3,244.4) | | | 3,445.6 | | | 106.2 | |
Revenue
Revenue increased $98.0 million during the six months ended June 30, 2021, compared to the same period in 2020. Subsea revenue increased year-over-year primarily, due to increased project and services activity. This increase was offset by a decrease in revenue in our Surface Technologies segment, primarily as a result of the significant decline in operator activity in North America.
Gross Profit
Gross profit (revenue less cost of sales), as a percentage of sales, increased to 11.7%12.6% during the threesix months ended March 31,June 30, 2021, compared to 11.3%10.9% in the prior-year period. Subsea gross profit, as a percentage of sales, increased due to stronger operational performance and from lower operating costs. Surface Technologies gross profit, as a percentage of sales, increased year-over-year despite lower sales volume due to improved execution and benefits from prior year cost reduction.lower operating costs.
Selling, General and Administrative Expense
Selling, general and administrative expense decreased $47.7$32.9 million year-over-year, primarily as a result of decreased expenses associated with our support functions.year-over-year. During the first half of 2020, in response to a deteriorated market environment driven in part by the COVID-19 pandemic, we implemented a series of cost reduction initiatives that resulted in significant savingsreduction in year-over-year selling, general and extended to all business segments and support functions.administrative expense.
Impairment, Restructuring and Other Expense
We incurred $25.5$27.5 million of restructuring, impairment and other charges during the threesix months ended March 31,June 30, 2021, compared to $3,199.1$3,302.7 million of restructuring, impairment and other charges incurred during the threesix months ended March 31,June 30, 2020. See Note 16 for further details.
Other Income (expense), Net
Other income (expense), net, primarily reflects foreign currency gains and losses, including gains and losses associated with the remeasurement of net cash positions and other non-operating gains and losses. During the threesix months ended March 31,June 30, 2021, we recognized $35.6$34.6 million of other income, which primarily included $28.1$17.4 million of net foreign exchange gains. During the threesix months ended March 31,June 30, 2020, we recognized $7.9$28.2 million of other expenses, which primarily included $23.1$39.2 million of net foreign exchange losses. The change in foreign exchange gains and losses is primarily due to foreign exchange gains from unhedged currencies and the effects of a stronger U.S. dollar on naturally hedged projects.
Income from Investment in Technip Energies
During the threesix months ended March 31,June 30, 2021, we recorded $470.1$323.3 million as income fromas a result of our investment in Technip Energies. The amount recognized was comprised ofcomprises a purchase price discount on salethe sales of shares to BPI and a fair value revaluation gain of our investment. See Note 11 for further details.
Net Interest Expense
Net interest expense of $34.5$69.7 million increased $11.5$20.1 million in the threesix months ended March 31,June 30, 2021, compared to the same period in 2020, primarily due to higher interest expense associated with the $1.0 billion senior notes issued during the three months ended March 31, 2021.
Provision for Income Taxes
Our provision for income taxes for the threesix months ended March 31,June 30, 2021 and 2020 reflected effective tax rates of 5.4%18.6% and 0.7%(0.1)%, respectively. The year-over-year changeincrease in the effective tax rate was primarily due to the impact of nondeductible goodwill impairments, offset in part by the reducedincreased impact of losses in jurisdictions with a full valuation allowance, and a favorable change in the forecasted earnings mix.geographical profit mix year over year.
Our effective tax rate can fluctuate depending on our country mix of earnings, since our foreign earnings are generally subject to higher tax rates than in the United Kingdom.
Discontinued Operations
Income (loss) from discontinued operations, net of income taxes was $(60.2)$52.5 million loss and $17.8$173.3 million income for the threesix months ended March 31, June 30, 20212021 and 2020, respectively. Income (loss) from discontinued operations included results for Technip Energies, which was spun-off on February 16, 2021. See Note 2 for further details.
SEGMENT RESULTS OF OPERATIONS OF TECHNIPFMC PLC
THREE MONTHS ENDED MARCH 31,JUNE 30, 2021 AND 2020
Segment operating profit is defined as total segment revenue less segment operating expenses. Certain items have been excluded in computing segment operating profit and are included in corporate items. See Note 5 for further details.
Subsea
| | | Three Months Ended | | | | Three Months Ended | | |
| | March 31, | | Favorable/(Unfavorable) | | June 30, | | Favorable/(Unfavorable) |
| (In millions, except %) | 2021 | | 2020 | | $ | | % | |
| (In millions, except % and pts.) | | (In millions, except % and pts.) | 2021 | | 2020 | | $ | | % |
| Revenue | Revenue | $ | 1,386.5 | | | $ | 1,253.1 | | | 133.4 | | | 10.6 | | Revenue | $ | 1,394.3 | | | $ | 1,378.5 | | | 15.8 | | | 1.1 | |
| Operating profit (loss) | Operating profit (loss) | $ | 37.0 | | | $ | (2,750.7) | | | 2,787.7 | | | 101.3 | | Operating profit (loss) | $ | 72.4 | | | $ | (75.6) | | | 148.0 | | | 195.8 | |
| | Operating profit (loss) as a percentage of revenue | 2.7 | % | | (219.5) | % | | 222.2 pts. | |
| Operating profit as a percentage of revenue | | Operating profit as a percentage of revenue | 5.2 | % | | (5.5) | % | | 10.7 pts. |
Subsea revenue increased $133.4$15.8 million or 10.6%,1.1% year-over-year, primarily due to higher projectservices activity in Norway and services activity.Africa.
Subsea operating profit for the three months ended March 31,June 30, 2021 improved versus the prior year, primarily due to the significant reduction in non-cash impairment charges as well as benefits from prior year cost reduction activities and increased installation activity.
Refer to “‘Non-GAAP Measures’Measures” for further information regarding our segment operating results.
Surface Technologies
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| June 30, | | Favorable/(Unfavorable) |
| (In millions, except % and pts.) | 2021 | | 2020 | | $ | | % |
| Revenue | $ | 274.5 | | | $ | 241.7 | | | 32.8 | | | 13.6 | |
| Operating profit (loss) | $ | 12.9 | | | $ | (13.4) | | | 26.3 | | | 196.3 | |
| | | | | | | |
| Operating profit as a percentage of revenue | 4.7 | % | | (5.5) | % | | | | 10.2 pts. |
Surface Technologies revenue increased $32.8 million, or 13.6%, year-over-year, primarily driven by an increase in operator activity in North America and success of our iComplete™ ecosystem. Revenue outside of North America has continued to recover from the prior year declines. Nearly 65% of total segment revenue was generated outside of North America in the period.
Surface Technologies operating profit improved versus the prior year, primarily due to increased activity, prior year cost reduction initiatives and the reduction in non-cash impairment charges.
Refer to “Non-GAAP Measures” for further information regarding our segment operating results.
Corporate Expenses
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| June 30, | | Favorable/(Unfavorable) |
| (In millions, except %) | 2021 | | 2020 | | $ | | % |
| Corporate expenses | $ | (30.3) | | | $ | (16.5) | | | (13.8) | | | (83.6) | |
Corporate expenses increased by $13.8 million, or 83.6%, year-over-year, primarily due to increased costs associated with IT and legal support functions.
Refer to “Non-GAAP Measures” for further information regarding our segment operating results.
SEGMENT RESULTS OF OPERATIONS OF TECHNIPFMC PLC
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Segment operating profit is defined as total segment revenue less segment operating expenses. Certain items have been excluded in computing segment operating profit and are included in corporate items. See Note 5 for further details.
Subsea
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended | | |
| June 30, | | Favorable/(Unfavorable) |
| (In millions, except %) | 2021 | | 2020 | | $ | | % |
| Revenue | $ | 2,780.8 | | | $ | 2,631.6 | | | 149.2 | | | 5.7 | |
| Operating profit (loss) | $ | 109.4 | | | $ | (2,826.3) | | | 2,935.7 | | | 103.9 | |
| | | | | | | |
| Operating profit (loss) as a percentage of revenue | 3.9 | % | | (107.4) | % | | | | 111.3 pts. |
Subsea revenue increased $149.2 million, or 5.7%, year-over-year, primarily due to higher project and services activity.
Subsea operating profit for the six months ended June 30, 2021 improved versus the prior year, primarily due to the significant reduction in non-cash impairment charges as well as prior year cost reduction activities and increased installation activity.
Refer to “Non-GAAP Measures” below for more information regarding our segment operating results.
Surface Technologies
| | | Three Months Ended | | | | Six Months Ended | | |
| | March 31, | | Favorable/(Unfavorable) | | June 30, | | Favorable/(Unfavorable) |
| (In millions, except %) | (In millions, except %) | 2021 | | 2020 | | $ | | % | (In millions, except %) | 2021 | | 2020 | | $ | | % |
| Revenue | Revenue | $ | 245.5 | | | $ | 329.5 | | | (84.0) | | | (25.5) | | Revenue | $ | 520.0 | | | $ | 571.2 | | | (51.2) | | | (9.0) | |
| Operating profit (loss) | Operating profit (loss) | $ | 8.2 | | | $ | (424.0) | | | 432.2 | | | 101.9 | | Operating profit (loss) | $ | 21.1 | | | $ | (437.4) | | | 458.5 | | | 104.8 | |
| | Operating profit (loss) as a percentage of revenue | Operating profit (loss) as a percentage of revenue | 3.3 | % | | (128.7) | % | | 132.0 pts. | Operating profit (loss) as a percentage of revenue | 4.1 | % | | (76.6) | % | | 80.7 pts. |
Surface Technologies revenue decreased $84.0$51.2 million, or 25.5%9.0%, year-over-year, primarily driven by the significant reduction in operator activity in North America. Revenue outside of North America displayed resilience. Nearly 70%67% of total segment revenue was generated outside of North America in the period.
Surface Technologies operating profit improved versus the prior year, primarily due to the significant reduction in non-cash impairment charges as well as improvements in execution of and benefits from prior year cost reduction initiatives and ongoing cost control measures.initiatives.
Refer to “‘Non-GAAP Measures’Measures” below for more information regarding our segment operating results.
Corporate Expenses
| | | Three Months Ended | | | | Six Months Ended | | |
| | March 31, | | Favorable/(Unfavorable) | | June 30, | | Favorable/(Unfavorable) |
| (In millions, except %) | (In millions, except %) | 2021 | | 2020 | | $ | | % | (In millions, except %) | 2021 | | 2020 | | $ | | % |
| Corporate expenses | Corporate expenses | $ | (28.8) | | | $ | (30.3) | | | 1.5 | | | 5.0 | | Corporate expenses | $ | (59.1) | | | $ | (46.8) | | | (12.3) | | | (26.3) | |
Corporate expenses remained flat year-over-year.increased by $12.3 million or 26.3% year-over-year, primarily due to increased costs associated with IT and legal support functions.
Refer to ‘“Non-GAAP MeasuresMeasures”’ for further information regarding our segment operating results.
NON-GAAP MEASURES
In addition to financial results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we provide non-GAAP financial measures (as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended) below:
–Income (loss) from continuing operations, excluding charges and credits, as well as measures derived from it (excluding charges and credits;it;
–Income (loss) before net interest expense and taxes, excluding charges and credits ("(“Adjusted Operating profit"profit”); and Adjusted Operating profit margin;
–Adjusted diluted loss per share from continuing operations;
–Depreciation and amortization, excluding charges and credits (“Adjusted Depreciation and amortization”Amortization”);
–Earnings before net interest expense, income taxes, depreciation and amortization, excluding charges and credits ("(“Adjusted EBITDA"EBITDA”); and Adjusted EBITDA margin;
–Corporate expenses excluding charges and credits and foreign exchange impacts; and
–Net (debt) cash.
Management believes that the exclusion of charges and credits from these financial measures enables investors and management to more effectively evaluate our operations and consolidated results of operations period-over-period, and to identify operating trends that could otherwise be masked or misleading to both investors and management by the excluded items. These measures are also used by management as performance measures in determining certain incentive compensation. The foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP.
The following is a reconciliation of the most comparable financial measures under GAAP to the non-GAAP financial measures.
CONSOLIDATED RESULTS OF OPERATIONS OF TECHNIPFMC PLC
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
| | | Three Months Ended | | Three Months Ended |
| | March 31, 2021 | | June 30, 2021 |
| | Income (loss) from continuing operations attributable to TechnipFMC plc | | Income attributable to non-controlling interest from continuing operations | | Provision (benefit) for income taxes | | Net interest expense and loss on early extinguishment of debt | | Income (loss) before net interest expense and income taxes (Operating profit) | | Depreciation and amortization | | Earnings before net interest expense, income taxes, depreciation and amortization (EBITDA) | | Income (loss) from continuing operations attributable to TechnipFMC plc | | Income attributable to non-controlling interests from continuing operations | | Provision for income taxes | | Net interest expense | | Income (loss) before net interest expense and income taxes (Operating profit) | | Depreciation and amortization | | Earnings before net interest expense, income taxes, depreciation and amortization (EBITDA) |
| TechnipFMC plc, as reported | TechnipFMC plc, as reported | $ | 430.3 | | | $ | 1.8 | | | $ | 24.5 | | | $ | 58.0 | | | $ | 514.6 | | | $ | 95.2 | | | $ | 609.8 | | TechnipFMC plc, as reported | $ | (174.7) | | | $ | 2.1 | | | $ | 34.9 | | | $ | 35.2 | | | $ | (102.5) | | | $ | 98.0 | | | $ | (4.5) | |
| | Charges and (credits): | Charges and (credits): | | Charges and (credits): | |
| Impairment and other charges | Impairment and other charges | 18.8 | | | — | | | — | | | — | | | 18.8 | | | — | | | 18.8 | | Impairment and other charges | 0.8 | | | — | | | — | | | — | | | 0.8 | | | — | | | 0.8 | |
| Restructuring and other charges | Restructuring and other charges | 6.5 | | | — | | | 0.2 | | | — | | | 6.7 | | | — | | | 6.7 | | Restructuring and other charges | 1.1 | | | — | | | 0.1 | | | — | | | 1.2 | | | — | | | 1.2 | |
| (Income) loss from investment in Technip Energies | (470.1) | | | — | | | — | | | — | | | (470.1) | | | — | | | (470.1) | | |
| | Loss from investment in Technip Energies | | Loss from investment in Technip Energies | 146.8 | | | — | | | — | | | — | | | 146.8 | | | — | | | 146.8 | |
| Adjusted financial measures | Adjusted financial measures | $ | (14.5) | | | $ | 1.8 | | | $ | 24.7 | | | $ | 58.0 | | | $ | 70.0 | | | $ | 95.2 | | | $ | 165.2 | | Adjusted financial measures | $ | (26.0) | | | $ | 2.1 | | | $ | 35.0 | | | $ | 35.2 | | | $ | 46.3 | | | $ | 98.0 | | | $ | 144.3 | |
| | Diluted earnings (loss) per share from continuing operations attributable to TechnipFMC plc, as reported | $ | 0.95 | | | |
| Adjusted diluted earnings per share from continuing operations attributable to TechnipFMC plc | $ | (0.03) | | | |
| Diluted loss per share from continuing operations attributable to TechnipFMC plc, as reported | | Diluted loss per share from continuing operations attributable to TechnipFMC plc, as reported | $ | (0.39) | | |
| Adjusted diluted loss per share from continuing operations attributable to TechnipFMC plc | | Adjusted diluted loss per share from continuing operations attributable to TechnipFMC plc | $ | (0.06) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| June 30, 2020 |
| Loss from continuing operations attributable to TechnipFMC plc | | Income attributable to non-controlling interests from continuing operations | | Provision for income taxes | | Net interest expense | | Loss before net interest expense and income taxes (Operating profit) | | Depreciation and amortization | | Earnings before net interest expense, income taxes, depreciation and amortization (EBITDA) |
| TechnipFMC plc, as reported | $ | (177.6) | | | $ | 1.8 | | | $ | 27.6 | | | $ | 26.6 | | | $ | (121.6) | | | $ | 95.4 | | | $ | (26.2) | |
| | | | | | | | | | | | | |
| Charges and (credits): | | | | | | | | | | | | | |
| Impairment and other charges | 53.5 | | | — | | | (19.8) | | | — | | | 33.7 | | | — | | | 33.7 | |
| Restructuring and other charges | 36.0 | | | — | | | 2.3 | | | — | | | 38.3 | | | — | | | 38.3 | |
| Direct COVID-19 expenses | 29.7 | | | — | | | 1.9 | | | — | | | 31.6 | | | — | | | 31.6 | |
| Valuation allowance | (5.2) | | | — | | | 5.2 | | | — | | | — | | | — | | | — | |
| Adjusted financial measures | $ | (63.6) | | | $ | 1.8 | | | $ | 17.2 | | | $ | 26.6 | | | $ | (18.0) | | | $ | 95.4 | | | $ | 77.4 | |
| | | | | | | | | | | | | |
| Diluted loss per share from continuing operations attributable to TechnipFMC plc, as reported | $ | (0.40) | | | | | | | | | | | | | |
| Adjusted diluted loss per share from continuing operations attributable to TechnipFMC plc | $ | (0.14) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended |
| June 30, 2021 |
| Income (loss) from continuing operations attributable to TechnipFMC plc | | Income attributable to non-controlling interests from continuing operations | | Provision for income taxes | | Net interest expense and loss on early extinguishment of debt | | Income (loss) before net interest expense and income taxes (Operating profit) | | Depreciation and amortization | | Earnings before net interest expense, income taxes, depreciation and amortization (EBITDA) |
| TechnipFMC plc, as reported | $ | 255.6 | | | $ | 3.9 | | | $ | 59.4 | | | $ | 93.2 | | | $ | 412.1 | | | $ | 193.2 | | | $ | 605.3 | |
| | | | | | | | | | | | | |
| Charges and (credits): | | | | | | | | | | | | | |
| Impairment and other charges | 19.6 | | | — | | | — | | | — | | | 19.6 | | | — | | | 19.6 | |
| Restructuring and other charges | 7.6 | | | — | | | 0.3 | | | — | | | 7.9 | | | — | | | 7.9 | |
| Income from investment in Technip Energies | (323.3) | | | — | | | — | | | — | | | (323.3) | | | — | | | (323.3) | |
| Adjusted financial measures | $ | (40.5) | | | $ | 3.9 | | | $ | 59.7 | | | $ | 93.2 | | | $ | 116.3 | | | $ | 193.2 | | | $ | 309.5 | |
| | | | | | | | | | | | | |
| Diluted earnings per share from continuing operations attributable to TechnipFMC plc, as reported | $ | 0.56 | | | | | | | | | | | | | |
| Adjusted diluted loss per share from continuing operations attributable to TechnipFMC plc | $ | (0.09) | | | | | | | | | | | | | |
| | | Three Months Ended | | Six Months Ended |
| | March 31, 2020 | | June 30, 2020 |
| | Income (loss) from continuing operations attributable to TechnipFMC plc | | Income attributable to non-controlling interest from continuing operations | | Provision (benefit) for income taxes | | Net interest expense | | Income (loss) before net interest expense and income taxes (Operating profit) | | Depreciation and amortization | | Earnings before net interest expense, income taxes, depreciation and amortization (EBITDA) | | Loss from continuing operations attributable to TechnipFMC plc | | Income attributable to non-controlling interests from continuing operations | | Provision for income taxes | | Net interest expense | | Loss before net interest expense and income taxes (Operating profit) | | Depreciation and amortization | | Earnings before net interest expense, income taxes, depreciation and amortization (EBITDA) |
| TechnipFMC plc, as reported | TechnipFMC plc, as reported | $ | (3,234.8) | | | $ | 6.9 | | | $ | (23.2) | | | $ | 23.0 | | | $ | (3,228.1) | | | $ | 108.7 | | | $ | (3,119.4) | | TechnipFMC plc, as reported | $ | (3,412.4) | | | $ | 8.7 | | | $ | 4.4 | | | $ | 49.6 | | | $ | (3,349.7) | | | $ | 204.1 | | | $ | (3,145.6) | |
| | Charges and (credits): | Charges and (credits): | | Charges and (credits): | |
| Impairment and other charges | Impairment and other charges | 3,159.9 | | | — | | | 28.1 | | | — | | | 3,188.0 | | | — | | | 3,188.0 | | Impairment and other charges | 3,213.4 | | | — | | | 8.3 | | | — | | | 3,221.7 | | | — | | | 3,221.7 | |
| Restructuring and other charges | Restructuring and other charges | 4.5 | | | — | | | 1.5 | | | — | | | 6.0 | | | — | | | 6.0 | | Restructuring and other charges | 40.5 | | | — | | | 3.8 | | | — | | | 44.3 | | | — | | | 44.3 | |
| Direct COVID-19 expenses | Direct COVID-19 expenses | 3.9 | | | — | | | 1.2 | | | — | | | 5.1 | | | — | | | 5.1 | | Direct COVID-19 expenses | 33.6 | | | — | | | 3.1 | | | — | | | 36.7 | | | — | | | 36.7 | |
| Purchase price accounting adjustment | Purchase price accounting adjustment | 6.5 | | | — | | | 2.0 | | | — | | | 8.5 | | | (8.5) | | | — | | Purchase price accounting adjustment | 6.5 | | | — | | | 2.0 | | | — | | | 8.5 | | | (8.5) | | | — | |
| | Valuation allowance | | Valuation allowance | (3.1) | | | — | | | 3.1 | | | — | | | — | | | — | | | — | |
| Adjusted financial measures | Adjusted financial measures | $ | (60.0) | | | $ | 6.9 | | | $ | 9.6 | | | $ | 23.0 | | | $ | (20.5) | | | $ | 100.2 | | | $ | 79.7 | | Adjusted financial measures | $ | (121.5) | | | $ | 8.7 | | | $ | 24.7 | | | $ | 49.6 | | | $ | (38.5) | | | $ | 195.6 | | | $ | 157.1 | |
| | Diluted earnings (loss) per share from continuing operations attributable to TechnipFMC plc, as reported | $ | (7.23) | | | |
| Adjusted diluted earnings per share from continuing operations attributable to TechnipFMC plc | $ | (0.13) | | | |
| Diluted loss per share from continuing operations attributable to TechnipFMC plc, as reported | | Diluted loss per share from continuing operations attributable to TechnipFMC plc, as reported | $ | (7.62) | | |
| Adjusted diluted loss per share from continuing operations attributable to TechnipFMC plc | | Adjusted diluted loss per share from continuing operations attributable to TechnipFMC plc | $ | (0.27) | | |
CONSOLIDATED RESULTS OF OPERATIONS OF TECHNIPFMC PLC
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| March 31, 2021 |
| Subsea | | Surface Technologies | | Corporate Expense | | Foreign Exchange, net and Other | | Total |
| Revenue | $ | 1,386.5 | | | $ | 245.5 | | | $ | — | | | $ | — | | | $ | 1,632.0 | |
| | | | | | | | | |
| Operating profit (loss), as reported (pre-tax) | $ | 37.0 | | | $ | 8.2 | | | $ | (28.8) | | | $ | 498.2 | | | $ | 514.6 | |
| | | | | | | | | |
| Charges and (credits): | | | | | | | | | |
| Impairment and other charges | 15.7 | | | 0.1 | | | 3.0 | | | — | | | 18.8 | |
| Restructuring and other charges | 4.0 | | | 2.7 | | | — | | | — | | | 6.7 | |
| (Income) loss from investment in Technip Energies | — | | | — | | | — | | | (470.1) | | | (470.1) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Subtotal | 19.7 | | | 2.8 | | | 3.0 | | | (470.1) | | | (444.6) | |
| | | | | | | | | |
| Adjusted Operating profit (loss) | 56.7 | | | 11.0 | | | (25.8) | | | 28.1 | | | 70.0 | |
| | | | | | | | | |
| Depreciation and amortization | 78.4 | | | 15.9 | | | 0.9 | | | — | | | 95.2 | |
| | | | | | | | | |
| Adjusted EBITDA | $ | 135.1 | | | $ | 26.9 | | | $ | (24.9) | | | $ | 28.1 | | | $ | 165.2 | |
| | | | | | | | | |
| Operating profit margin, as reported | 2.7 | % | | 3.3 | % | | | | | | 31.5 | % |
| | | | | | | | | |
| Adjusted Operating profit margin | 4.1 | % | | 4.5 | % | | | | | | 4.3 | % |
| | | | | | | | | |
| Adjusted EBITDA margin | 9.7 | % | | 11.0 | % | | | | | | 10.1 | % |
| | | Three Months Ended | | Three Months Ended |
| | March 31, 2020 | | June 30, 2021 |
| | Subsea | | Surface Technologies | | Corporate Expense | | Foreign Exchange, net | | Total | | Subsea | | Surface Technologies | | Corporate Expense | | Foreign Exchange, net and Other | | Total |
| Revenue | Revenue | $ | 1,253.1 | | | $ | 329.5 | | | $ | — | | | $ | — | | | $ | 1,582.6 | | Revenue | $ | 1,394.3 | | | $ | 274.5 | | | $ | — | | | $ | — | | | $ | 1,668.8 | |
| | Operating profit (loss), as reported (pre-tax) | Operating profit (loss), as reported (pre-tax) | $ | (2,750.7) | | | $ | (424.0) | | | $ | (30.3) | | | $ | (23.1) | | | $ | (3,228.1) | | Operating profit (loss), as reported (pre-tax) | $ | 72.4 | | | $ | 12.9 | | | $ | (30.3) | | | $ | (157.5) | | | $ | (102.5) | |
| | Charges and (credits): | Charges and (credits): | | Charges and (credits): | |
| Impairment and other charges | Impairment and other charges | 2,776.5 | | | 411.5 | | | — | | | — | | | 3,188.0 | | Impairment and other charges | 0.6 | | | 0.2 | | | — | | | — | | | 0.8 | |
| Restructuring and other charges* | (6.9) | | | 11.8 | | | 1.1 | | | — | | | 6.0 | | |
| Direct COVID-19 expenses | 4.0 | | | 1.1 | | | — | | | — | | | 5.1 | | |
| | Purchase price accounting adjustments | 8.5 | | | — | | | — | | | — | | | 8.5 | | |
| Restructuring and other charges | | Restructuring and other charges | 0.4 | | | 0.8 | | | — | | | — | | | 1.2 | |
| Loss from investment in Technip Energies | | Loss from investment in Technip Energies | — | | | — | | | — | | | 146.8 | | | 146.8 | |
| Subtotal | Subtotal | 2,782.1 | | | 424.4 | | | 1.1 | | | — | | | 3,207.6 | | Subtotal | 1.0 | | | 1.0 | | | — | | | 146.8 | | | 148.8 | |
| | Adjusted Operating profit (loss) | Adjusted Operating profit (loss) | 31.4 | | | 0.4 | | | (29.2) | | | (23.1) | | | (20.5) | | Adjusted Operating profit (loss) | 73.4 | | | 13.9 | | | (30.3) | | | (10.7) | | | 46.3 | |
| | Adjusted Depreciation and amortization | 73.4 | | | 24.1 | | | 2.7 | | | — | | | 100.2 | | |
| Depreciation and amortization | | Depreciation and amortization | 80.7 | | | 16.3 | | | 1.0 | | | — | | | 98.0 | |
| | Adjusted EBITDA | Adjusted EBITDA | $ | 104.8 | | | $ | 24.5 | | | $ | (26.5) | | | $ | (23.1) | | | $ | 79.7 | | Adjusted EBITDA | $ | 154.1 | | | $ | 30.2 | | | $ | (29.3) | | | $ | (10.7) | | | $ | 144.3 | |
| | Operating profit margin, as reported | Operating profit margin, as reported | -219.5 | % | | -128.7 | % | | -204.0 | % | Operating profit margin, as reported | 5.2 | % | | 4.7 | % | | (6.1) | % |
| | Adjusted Operating profit margin | Adjusted Operating profit margin | 2.5 | % | | 0.1 | % | | -1.3 | % | Adjusted Operating profit margin | 5.3 | % | | 5.1 | % | | 2.8 | % |
| | Adjusted EBITDA margin | Adjusted EBITDA margin | 8.4 | % | | 7.4 | % | | 5.0 | % | Adjusted EBITDA margin | 11.1 | % | | 11.0 | % | | 8.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| June 30, 2020 |
| Subsea | | Surface Technologies | | Corporate Expense | | Foreign Exchange, net | | Total |
| Revenue | $ | 1,378.5 | | | $ | 241.7 | | | $ | — | | | $ | — | | | $ | 1,620.2 | |
| | | | | | | | | |
| Operating profit (loss), as reported (pre-tax) | $ | (75.6) | | | $ | (13.4) | | | $ | (16.5) | | | $ | (16.1) | | | $ | (121.6) | |
| | | | | | | | | |
| Charges and (credits): | | | | | | | | | |
| Impairment and other charges | 32.5 | | | 1.2 | | | — | | | — | | | 33.7 | |
| Restructuring and other charges | 35.9 | | | 1.3 | | | 1.1 | | | — | | | 38.3 | |
| Direct COVID-19 expenses | 27.4 | | | 4.2 | | | — | | | — | | | 31.6 | |
| Subtotal | 95.8 | | | 6.7 | | | 1.1 | | | — | | | 103.6 | |
| | | | | | | | | |
| Adjusted Operating profit (loss) | 20.2 | | | (6.7) | | | (15.4) | | | (16.1) | | | (18.0) | |
| | | | | | | | | |
| Depreciation and amortization | 79.4 | | | 15.0 | | | 1.0 | | | — | | | 95.4 | |
| | | | | | | | | |
| Adjusted EBITDA | $ | 99.6 | | | $ | 8.3 | | | $ | (14.4) | | | $ | (16.1) | | | $ | 77.4 | |
| | | | | | | | | |
| Operating profit margin, as reported | (5.5) | % | | (5.5) | % | | | | | | (7.5) | % |
| | | | | | | | | |
| Adjusted Operating profit margin | 1.5 | % | | -2.8 | % | | | | | | -1.1 | % |
| | | | | | | | | |
| Adjusted EBITDA margin | 7.2 | % | | 3.4 | % | | | | | | 4.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended |
| June 30, 2021 |
| Subsea | | Surface Technologies | | Corporate Expense | | Foreign Exchange, net and Other | | Total |
| Revenue | $ | 2,780.8 | | | $ | 520.0 | | | $ | — | | | $ | — | | | $ | 3,300.8 | |
| | | | | | | | | |
| Operating profit (loss), as reported (pre-tax) | $ | 109.4 | | | $ | 21.1 | | | $ | (59.1) | | | $ | 340.7 | | | $ | 412.1 | |
| | | | | | | | | |
| Charges and (credits): | | | | | | | | | |
| Impairment and other charges | 16.3 | | | 0.3 | | | 3.0 | | | — | | | 19.6 | |
| Restructuring and other charges | 4.4 | | | 3.5 | | | — | | | — | | | 7.9 | |
| Income from investment in Technip Energies | — | | | — | | | — | | | (323.3) | | | (323.3) | |
| Subtotal | 20.7 | | | 3.8 | | | 3.0 | | | (323.3) | | | (295.8) | |
| | | | | | | | | |
| Adjusted Operating profit (loss) | 130.1 | | | 24.9 | | | (56.1) | | | 17.4 | | | 116.3 | |
| | | | | | | | | |
| Depreciation and amortization | 159.1 | | | 32.2 | | | 1.9 | | | — | | | 193.2 | |
| | | | | | | | | |
| Adjusted EBITDA | $ | 289.2 | | | $ | 57.1 | | | $ | (54.2) | | | $ | 17.4 | | | $ | 309.5 | |
| | | | | | | | | |
| Operating profit margin, as reported | 3.9 | % | | 4.1 | % | | | | | | 12.5 | % |
| | | | | | | | | |
| Adjusted Operating profit margin | 4.7 | % | | 4.8 | % | | | | | | 3.5 | % |
| | | | | | | | | |
| Adjusted EBITDA margin | 10.4 | % | | 11.0 | % | | | | | | 9.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended |
| June 30, 2020 |
| Subsea | | Surface Technologies | | Corporate Expense | | Foreign Exchange, net | | Total |
| Revenue | $ | 2,631.6 | | | $ | 571.2 | | | $ | — | | | $ | — | | | $ | 3,202.8 | |
| | | | | | | | | |
| Operating loss, as reported (pre-tax) | $ | (2,826.3) | | | $ | (437.4) | | | $ | (46.8) | | | $ | (39.2) | | | $ | (3,349.7) | |
| | | | | | | | | |
| Charges and (credits): | | | | | | | | | |
| Impairment and other charges | 2,809.0 | | | 412.7 | | | — | | | — | | | 3,221.7 | |
| Restructuring and other charges | 29.0 | | | 13.1 | | | 2.2 | | | — | | | 44.3 | |
| Direct COVID-19 expenses | 31.4 | | | 5.3 | | | — | | | — | | | 36.7 | |
| Purchase price accounting adjustment | 8.5 | | | — | | | — | | | — | | | 8.5 | |
| Subtotal | 2,877.9 | | | 431.1 | | | 2.2 | | | — | | | 3,311.2 | |
| | | | | | | | | |
| Adjusted Operating profit (loss) | 51.6 | | | (6.3) | | | (44.6) | | | (39.2) | | | (38.5) | |
| | | | | | | | | |
| Adjusted Depreciation and amortization | 152.8 | | | 39.1 | | | 3.7 | | | — | | | 195.6 | |
| | | | | | | | | |
| Adjusted EBITDA | $ | 204.4 | | | $ | 32.8 | | | $ | (40.9) | | | $ | (39.2) | | | $ | 157.1 | |
| | | | | | | | | |
| Operating profit margin, as reported | -107.4 | % | | -76.6 | % | | | | | | -104.6 | % |
| | | | | | | | | |
| Adjusted Operating profit margin | 2.0 | % | | -1.1 | % | | | | | | -1.2 | % |
| | | | | | | | | |
| Adjusted EBITDA margin | 7.8 | % | | 5.7 | % | | | | | | 4.9 | % |
INBOUND ORDERS AND ORDER BACKLOG
Inbound orders - Inbound orders represent the estimated sales value of confirmed customer orders received during the reporting period.
| | | | Inbound Orders | | Inbound Orders |
| | | Three Months Ended | | Three Months Ended | | Six Months Ended |
| | | March 31, | | June 30, | | June 30, |
| (In millions) | (In millions) | | 2021 | | 2020 | (In millions) | 2021 | | 2020 | | 2021 | | 2020 |
| Subsea | Subsea | | $ | 1,518.8 | | | $ | 1,172.1 | | Subsea | $ | 1,291.3 | | | $ | 511.7 | | | $ | 2,810.1 | | | $ | 1,683.8 | |
| Surface Technologies | Surface Technologies | | 203.3 | | | 366.3 | | Surface Technologies | 268.2 | | | 187.1 | | | 471.5 | | | 553.4 | |
| Total inbound orders | Total inbound orders | | $ | 1,722.1 | | | $ | 1,538.4 | | Total inbound orders | $ | 1,559.5 | | | $ | 698.8 | | | $ | 3,281.6 | | | $ | 2,237.2 | |
Order backlog - Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders at the reporting date. Backlog reflects the current expectations for the timing of project execution. See Note 5 for further details.
| | | Order Backlog | | Order Backlog |
| (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | (In millions) | June 30,
2021 | | December 31,
2020 |
| Subsea | Subsea | $ | 6,857.1 | | | $ | 6,876.0 | | Subsea | $ | 6,951.6 | | | $ | 6,876.0 | |
| Surface Technologies | Surface Technologies | 364.3 | | | 413.5 | | Surface Technologies | 360.4 | | | 413.5 | |
| Total order backlog | Total order backlog | $ | 7,221.4 | | | $ | 7,289.5 | | Total order backlog | $ | 7,312.0 | | | $ | 7,289.5 | |
Subsea - Subsea backlog of $6.9$7.0 billion as of March 31,June 30, 2021 was composed of various subsea projects, including Total Mozambique LNG; Eni Coral and Merakes; Petrobras Mero I and Mero II; Energean Karish North, El Amriya and Idku; ExxonMobil Payara; Petronas Limbayong; Reliance MJ-1; Equinor Breidablikk; Husky West White Rose; Chevron Gorgon Stage 2; Santos Barossa Phase I; Tullow Jubilee South East; Woodside Pyxis and Lambert Deep.
Surface Technologies - Order backlog for Surface Technologies as of March 31,June 30, 2021 decreased by $49.2$53.1 million compared to December 31, 2020. Given the short-cycle nature of the business, most orders are quickly converted into sales revenue; longer contracts are typically converted within 12 months.
Non-consolidated backlog - As of March 31,June 30, 2021, we had $611.6$593.6 million of non-consolidated order backlog in our Subsea segment. Non-consolidated order backlog reflects the proportional share of backlog related to joint ventures that is not consolidated due to our minority ownership position.
LIQUIDITY AND CAPITAL RESOURCES
Most of our cash is managed centrally and flows through centralized bank accounts controlled and maintained by TechnipFMC globally and in many operating jurisdictions to best meet the liquidity needs of our global operations.
We expect to meet the continuing funding requirements of our global operations with cash generated by such operations and our existing Revolving Credit Facility.
Net (Debt) Cash - Net (debt) cash, is a non-GAAP financial measure reflecting cash and cash equivalents, net of debt. Management uses this non-GAAP financial measure to evaluate our capital structure and financial leverage. We believe net debt, or net cash, is a meaningful financial measure that may assist investors in understanding our financial condition and recognizing underlying trends in our capital structure. Net (debt) cash should not be considered an alternative to, or more meaningful than, cash and cash equivalents as determined in accordance with GAAP or as an indicator of our operating performance or liquidity.
The following table provides a reconciliation of our cash and cash equivalents to net debt, utilizing details of classifications from our condensed consolidated balance sheets:
| | (In millions) | (In millions) | March 31,
2021 | | December 31,
2020 | (In millions) | June 30,
2021 | | December 31,
2020 |
| Cash and cash equivalents | Cash and cash equivalents | $ | 752.8 | | | $ | 1,269.2 | | Cash and cash equivalents | $ | 854.9 | | | $ | 1,269.2 | |
| Short-term debt and current portion of long-term debt | Short-term debt and current portion of long-term debt | (96.8) | | | (624.7) | | Short-term debt and current portion of long-term debt | (297.7) | | | (624.7) | |
| Long-term debt, less current portion | Long-term debt, less current portion | (2,434.3) | | | (2,835.5) | | Long-term debt, less current portion | (2,180.2) | | | (2,835.5) | |
| Net debt | Net debt | $ | (1,778.3) | | | $ | (2,191.0) | | Net debt | $ | (1,623.0) | | | $ | (2,191.0) | |
Cash Flows
Operating cash flows from continuing operations - During the threesix months ended March 31,June 30, 2021 and 2020, we generated $181.5$95.6 million and used $439.8$415.6 million, respectively, in operating cash flows from continuing operations. The increase of $621.3$511.2 million in cash generated by operating activities from continuing operations was primarily due to timing differences on project milestones and vendor payments.improved working capital management actions.
Investing cash flows from continuing operations - Investing activities provided $196.9$470.5 million during the threesix months ended March 31,June 30, 2021 and used $64.0$114.9 million of cash during the threesix months ended March 31,June 30, 2020. The increase of $260.9$585.4 million in cash provided by investing activities was primarily due to the proceeds received from BPIthe sale of our investment in Technip Energies, the sales of assets and a reduction ofdecreased capital expenditures during the threesix months ended March 31,June 30, 2021.
Financing cash flows from continuing operations - Financing activities used $866.6$955.8 million and provided $261.2$82.9 million of cash during the threesix months ended March 31,June 30, 2021 and 2020, respectively. The increase in cash used by financing activities was primarily due to the increased debt pay down activity during the threesix months ended March 31,June 30, 2021.
Debt and Liquidity
Debt Financing Transactions in Connection with the Spin-off
In connection with the Spin-off, we executed a series of refinancing transactions, in order to provide a capital structure with sufficient cash resources to support future operating and investment plans.
Debt Issuance
•On February 16, 2021, we entered into a credit agreement, which provides for a $1.0 billion three-year senior secured multicurrency revolving credit facility (“Revolving Credit Facility”), including a $450.0 million letter of credit subfacility; and
•On January 29, 2021, we issued $1.0 billion of 6.50% senior notes due 2026 (the “2021 Notes”).
Repayment of Debt
The proceeds from the debt issuance described above along with the available cash on hand were used to fund:
•Thethe repayment of all $542.4 million of the outstanding Synthetic Convertible Bonds that matured in January 2021;
•Thethe repayment of all $500.0 million aggregate principal amount of outstanding 3.45% Senior Notes due 2022. In connection with the repayment, we recorded a loss on extinguishment of debt of $23.5 million related to the difference between the amount paid and the net carrying value of the debt; and
•Thethe termination of the $2.5 billion senior unsecured revolving credit facility we entered into on January 17, 2017; and the termination of the €500.0 million Euro Facility entered into on May 19, 2020;2020, and the termination of the CCFF Program entered into on May 19, 2020. In connection with the termination of these credit facilities, we repaid $830.9 million of the outstanding commercial paper borrowings.borrowings; and
Availability of borrowings under the Revolving Credit Facility is reduced by the outstanding letters of credit issued against the facility. As of March 31,June 30, 2021, there were no$72.9 million letters of credit outstanding and availability of borrowings under the Revolving Credit Facility was $800.0$927.1 million.
As of March 31,June 30, 2021, we were in compliance with all restrictive covenants under the Revolving Credit Facility. See Note 13 for further details.
Credit Ratings - Our credit ratings with Standard and Poor’s (S&P)(“S&P”) are BB+ for our long-term unsecured, guaranteed debt (2021 Notes), BB for our long-term unsecured debt (the Private Placement notes) and B for our short-term debt and commercial paper program. Our credit ratings with Moody’s are Ba1 for our long-term unsecured, guaranteed debt and NP for our commercial paper program.
Credit Risk Analysis
For the purposes of mitigating the effect of the changes in exchange rates, we hold derivative financial instruments. Valuations of derivative assets and liabilities reflect the fair value of the instruments, including the values associated with counterparty risk. These values must also take into account our credit standing, thus including the valuation of the derivative instrument and the value of the net credit differential between the counterparties to the derivative contract. Adjustments to our derivative assets and liabilities related to credit risk were not material for any period presented.
The income approach was used as the valuation technique to measure the fair value of foreign currency derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change from the derivative contract rate and the published market indicative currency rate, multiplied by the contract notional values. Credit risk is then incorporated by reducing the derivative’s fair value in asset positions by the result of multiplying the present value of the portfolio by the counterparty’s published credit spread. Portfolios in a liability position are adjusted by the same calculation; however, a spread representing our credit spread is used. Our credit spread, and the credit spread of other counterparties not publicly available, are approximated using the spread of similar companies in the same industry, of similar size, and with the same credit rating. See Note 20 for further details.
Financial Position Outlook
We are committed to a strong balance sheet and ample liquidity that that will enable us to avoid distress in cyclical troughs and access capital markets throughout the cycle. We believe our liquidity has and continues to exceed the level required to achieve this goal.
Our objective in financing our business is to maintain sufficient liquidity, adequate financial resources and financial flexibility in order to fund the requirements of our business. Our capital expenditures can be adjusted and managed to match market demand and activity levels. Based on current market conditions and our future expectations, our capital expenditures for 2021 are estimated to be approximately $250.0 million. Projected capital expenditures do not include any contingent capital that may be needed to respond to a contract award.
Subsequent to the completion of the Spin-off and sale of shares to BPI, we own 45.7% of the outstanding shares of Technip Energies as of March 31, 2021.awards.
On April 27, 2021, we sold 25 million Technip Energies shares through a private placement by way of an accelerated bookbuild offering (the “Placement”). Concurrently with the Placement, Technip Energies purchased from TechnipFMC 1.8 million shares. This purchase was separate from the Placement. Upon completion of the Placement and the Concurrent Saleconcurrent sale to Technip Energies, TechnipFMC retains a direct stake of 55.5 million shares, representing 31%31.1% of the issued and outstanding shares of Technip Energies’ share capital.Energies.
We intend to conduct an orderly sale of our remaining stake in Technip Energies over time and will use the proceeds (net of broker fees and discounts) from future sales to further reduce our net leverage. We do not intend to remain a long-term shareholder of Technip Energies and will exit our ownership stake in a timely andan orderly manner within a year.
CRITICAL ACCOUNTING ESTIMATES
Refer to our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of our critical accounting estimates. During the threesix months ended March 31,June 30, 2021, there were no changes to our identified critical accounting estimates.
OTHER MATTERS
On March 28, 2016, FMC Technologies received an inquiry from the U.S. Department of Justice (“DOJ”) related to the DOJ's investigation of whether certain services Unaoil S.A.M. provided to its clients, including FMC Technologies, violated the U.S. Foreign Corrupt Practices Act (“FCPA”). On March 29, 2016, Technip S.A. also received an inquiry from the DOJ related to Unaoil. We cooperated with the DOJ's investigations and, with regard to FMC Technologies, a related investigation by the SEC.
In late 2016, Technip S.A. was contacted by the DOJ regarding its investigation of offshore platform projects awarded between 2003 and 2007, performed in Brazil by a joint venture company in which Technip S.A. was a minority participant, and we have also raised with the DOJ certain other projects performed by Technip S.A. subsidiaries in Brazil between 2002 and 2013. The DOJ has also inquired about projects in Ghana and Equatorial Guinea that were awarded to Technip S.A. subsidiaries in 2008 and 2009, respectively. We cooperated with the DOJ in its investigation into potential violations of the FCPA in connection with these projects. We contacted and cooperated with the Brazilian authorities (Federal Prosecution Service (“MPF”), the Comptroller General of Brazil (“CGU”) and the Attorney General of Brazil (“AGU”)) with their investigation concerning the projects in Brazil and have also contacted and are cooperating with French authorities (the Parquet National Financier (“PNF”)) about these existing matters.
On June 25, 2019, we announced a global resolution to pay a total of $301.3 million to the DOJ, the SEC, the MPF, and the CGU/AGU to resolve these anti-corruption investigations. We will not be required to have a monitor and will, instead, provide reports on our anti-corruption program to the Brazilian and U.S. authorities for two and three years, respectively.
As part of this resolution, we entered into a three-year Deferred Prosecution Agreement (“DPA”) with the DOJ related to charges of conspiracy to violate the FCPA related to conduct in Brazil and with Unaoil. In addition, Technip USA, Inc., a U.S. subsidiary, pled guilty to one count of conspiracy to violate the FCPA related to conduct in Brazil. We will also provide the DOJ reports on our anti-corruption program during the term of the DPA.
In Brazil, our subsidiaries, Technip Brasil - Engenharia, Instalações E Apoio Marítimo Ltda. and Flexibrás Tubos Flexíveis Ltda., entered into leniency agreements with both the MPF and the CGU/AGU. We have committed, as part of those agreements, to make certain enhancements to their compliance programs in Brazil during a two-year self-reporting period, which aligns with our commitment to cooperation and transparency with theour compliance community in Brazil and globally.
In September 2019, the SEC approved our previously disclosed agreement in principle with the SEC Staff and issued an Administrative Order, pursuant to which we paid the SEC $5.1 million, which was included in the global resolution of $301.3 million.
To date, the investigation by PNF related to historical projects in Equatorial Guinea and Ghana has not reached a resolution. We remain committed to finding a resolution with the PNF and will maintain a $70.0 million provision related to this investigation. As we continue to progress our discussions with PNF towards resolution, the amount of a settlement could exceed this provision.
There is no certainty that a settlement with PNF will be reached or that the settlement will not exceed current accruals. The PNF has a broad range of potential sanctions under anti-corruption laws and regulations that it may seek to impose in appropriate circumstances including, but not limited to, fines, penalties, and modifications to business practices and compliance programs. Any of these measures, if applicable to us, as well as potential customer reaction to such measures, could have a material adverse impact on our business, results of operations, and financial condition. If we cannot reach a resolution with the PNF, we could be subject to criminal proceedings in France, the outcome of which cannot be predicted.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk affecting the Company, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2020. Our exposure to market risk has not changed materially since December 31, 2020.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of March 31,June 30, 2021, under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31,June 30, 2021.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended March 31,June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A purported shareholder class action filed in 2017 and amended in January 2018 and captioned Prause v. TechnipFMC, et al., No. 4:17-cv-02368 (S.D. Texas) is pending in the U.S. District Court for the Southern District of Texas (“District Court”) against the Company and certain current and former officers and employees of the Company. The suit alleged violations of the federal securities laws in connection with the Company's restatement of our first quarter 2017 financial results and a material weakness in our internal control over financial reporting announced on July 24, 2017. On January 18, 2019, the District Court dismissed claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Section 15 of the Securities Act of 1933, as amended (“Securities Act”). The shareholder also asserted a claim for alleged violation of Section 11 of the Securities Act in connection with the reporting of certain financial results in the Company’s Registration Statement on Form S-4 filed in 2016. On December 13, 2020, the parties filed a Stipulation and Agreement of Settlement to settle all claims asserted in the suit with prejudice. The Defendants entered into the Stipulation solely to eliminate the burden, expense, uncertainty and risk of further litigation, and denied, and continue to deny, each and all of the claims and contentions alleged by the shareholder plaintiff in this action. On December 16, 2020, the District Court entered an order preliminarily approving the settlement and ordering notice to the settlement class. On March 22, 2021, after a hearing, the Court entered a final judgment approving the settlement.
In addition to the above-referenced matter, we are involved in various other pending or potential legal actions or disputes in the ordinary course of our business. These actions and disputes can involve our agents, suppliers, clients, and join venture partners and can include claims related to payment of fees, service quality, and ownership arrangements, including certain put or call options. Management is unable to predict the ultimate outcome of these actions because of their inherent uncertainty. However, management believes that the most probable, ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
As of the date of this filing, there have been no material changes or updates to our risk factors that were previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We had no unregistered sales of equity securities during the three months ended March 31,June 30, 2021.
Issuer Purchases of Equity Securities
We did not have any purchases of equity securities during the three months ended March 31,June 30, 2021.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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| Exhibit Number | | Exhibit Description |
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4.1 | | |
4.1.a | | |
| 10.1 | | |
10.2 | | |
10.3 | | |
10.4 | | |
10.5 | | |
10.6 | | |
10.7 | | |
10.8 | | |
10.9 | | |
10.10 | | Credit Agreement, dated February 16, 2021, by and among TechnipFMC plc, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. or an affiliate, DNB Capital, LLC or an affiliate, Société Générale, Sumitomo Mitsui Banking Corporation, Wells Fargo Securities, LLC and BofA Securities, Inc., collectively, as lead arrangers, JPMorgan Chase Bank, N.A., as administrative agent, Standard Chartered Bank, as documentation agent, and the lenders party thereto (incorporated by reference from Exhibit 10.6 to the Current Report on Form 8-K filed on February 16, 2021) (File No. 001-37983) |
10.11*10.2 | | |
10.12* | | |
10.13* | | |
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| 31.1 | | |
| 31.2 | | |
32.1** | | |
32.2** | | |
| 101.INS | | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Indicates a management contract or compensatory plan or arrangement.
** Furnished with this Quarterly Report on Form 10-Q.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TechnipFMC plc
(Registrant)
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| /s/ Krisztina Doroghazi | |
| Krisztina Doroghazi | |
Senior Vice President, Controller and Chief Accounting Officer
(PrincipalChief Accounting Officer and a Duly Authorized Officer) | |
Date: May 3,July 29, 2021