Item 1.01 Entry Into a Material Definitive Agreement

On January 7, 2021, TechnipFMC plc (the "Company") entered into the following agreements related to its planned separation into two industry-leading, independent, publicly traded companies (the "Spin-off"):

• a Separation and Distribution Agreement (the "SDA") with Technip Energies B.V.

("Technip Energies");

• a Share Purchase Agreement (the "Share Purchase Agreement") with Bpifrance

Participations SA ("BPI");

• a Relationship Agreement with Technip Energies and BPI (the "Relationship

Agreement"); and

• a Commitment Letter (the "Commitment Letter") with JPMorgan Chase Bank, N.A.,

Citigroup Global Markets Inc., DNB Capital, LLC, Société Générale, Sumitomo
  Mitsui Banking Corporation, Wells Fargo Bank, National Association, Wells Fargo
  Securities, LLC, Bank of America, N.A., BofA Securities, Inc., Standard
  Chartered Bank and The Northern Trust Company, and certain of their affiliates
  (collectively, the "Commitment Parties").

The descriptions below of the SDA, Share Purchase Agreement, Relationship Agreement, and Commitment Letter, and the transactions contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete terms and conditions of the SDA, Share Purchase Agreement, Relationship Agreement, and Commitment Letter, copies of which are attached as Exhibit 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

Separation and Distribution Agreement

The SDA sets forth Technip Energies' agreements with the Company regarding the principal actions to be taken in connection with the Spin-off.

Transfer of Assets and Assumption of Liabilities. The SDA identifies the assets to be transferred, liabilities to be retained or assumed (as applicable) and contracts to be assigned to each of the Company and Technip Energies, the purpose of which is to ensure that, as at the time of the distribution of Technip Energies shares held by the Company to the Company's shareholders in connection with the Spin-off (the "Distribution"), Technip Energies and Technip Energies' subsidiaries own all of the assets required to operate the Technip Energies business and retain or assume (as applicable) all of the liabilities that relate to its business (whether arising prior to, at or after the date of execution of the SDA), unless otherwise agreed.

The SDA provides for when and how such transfers, assumptions and assignments will occur (to the extent that such transfers, assumptions and assignments have not already occurred prior to the parties' entry into the SDA). The SDA further sets forth the basis on which specified assets or liabilities (or any part thereof), the transfer of which is subject to a third party consent which has not been obtained by the date on which implementation of the separation occurs in the relevant jurisdiction, will continue to be held by the relevant transferor for the account, risk and economic benefit of, and at the cost of, the relevant transferee.

Conditions to Closing. The SDA also provides that several conditions must be satisfied, or waived by the Company, before the Spin-off can occur, including:

• the SDA and the transactions contemplated by the SDA shall have been approved


  by each of the board of directors of the Company (the "TechnipFMC Board") and
  Technip Energies (the "Technip Energies Board"), and such approvals shall not
  have been withdrawn;

• the European prospectus (the "EU Prospectus") filed in the Netherlands with the


  Stichting Autoriteit Financiële Markten (the "AFM") registering the Technip
  Energies shares shall have been approved by the AFM, with no stop order in
  effect with respect thereto;

• the actions and filings necessary or appropriate under applicable securities


  laws in connection with the Distribution shall have been taken or made, and,
  where applicable, have become effective or been accepted by the applicable
  governmental authority;

• the registration statement on Form F-1 (the "Form F-1") filed with the

Securities and Exchange Commission registering the Technip Energies shares
  shall be effective under the U.S. Securities Exchange Act of 1934, as amended,
  with no stop order in effect with respect thereto and no proceedings for that
  purpose being pending before or threatened by the Securities and Exchange
  Commission;

• the Technip Energies shares to be distributed to the Company's shareholders in


  the Distribution shall have been accepted for listing on the Euronext Paris
  (Compartment A) stock exchange ("Euronext Paris"), subject to official notice
  of distribution;

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• the Spin-off shall have been completed and (i) the Company, as of the effective


  time of the Spin-off, shall have no further liability whatsoever under the
  financing arrangements of Technip Energies (including in connection with any
  guarantees provided by the Company or any of its subsidiaries) and (ii) Technip
  Energies, as of the effective time of the Spin-off, shall have no liability
  whatsoever under the financing arrangements of the Company;

• the Distribution shall have been validly completed by Technip Energies to the

Company;

• the Company will have requested the resignation of each person who is an


  officer or director of the Company or any of its subsidiaries prior to the date
  of the Distribution (the "Distribution Date") and who will continue solely as
  an officer or director of Technip Energies or any of its subsidiaries following
  the Distribution Date;

• the Company will have entered into a Distribution Agent Agreement with, or

provided instructions regarding the Distribution to, the distribution agent;

• the transactions contemplated by the financing arrangements of each of the


  Company and Technip Energies shall have been consummated prior to or on the
  Distribution Date;

• each of the ancillary agreements contemplated by the SDA shall have been duly

executed and delivered by the parties thereto;

• all material governmental approvals necessary to consummate the transactions


  contemplated by the SDA shall have been obtained and be in full force and
  effect;

• no order, injunction or decree issued by any court or agency of competent


  jurisdiction or other legal restraint or prohibition preventing the
  consummation of the transactions contemplated by the SDA shall be in effect,
  and no other event outside the control of the Company shall have occurred or
  failed to occur that prevents the consummation of the transactions contemplated
  by the SDA; and

• no events or developments shall have occurred or exist that, in the judgment of


  the TechnipFMC Board, in its sole and absolute discretion, make it inadvisable
  to effect the transactions contemplated by the SDA, or would result in the
  transactions contemplated by the SDA not being in the best interest of the
  Company or its shareholders.

The Distribution. The SDA governs the rights and obligations of the parties with respect to the Spin-off and certain actions that must occur prior to the Distribution. The Company has sole and absolute discretion to determine whether, when and on what basis to proceed with all or part of the Distribution.

Intercompany Arrangements. All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts receivable, between Technip Energies, on the one hand, and the Company, on the other hand, will terminate effective as of the completion of the Spin-off, except specified agreements and arrangements that are intended to survive completion of the Spin-off that are either transactional in nature or at arms' length terms.

Representations and Warranties. Technip Energies and the Company each provide customary representations and warranties as to each other's respective capacity to enter into the SDA. Except as expressly set forth in the SDA or any ancillary agreement, neither Technip Energies nor the Company make any representation or warranty as to the assets, business or liabilities transferred or assumed as part of the separation, or as to the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of value to be transferred in connection with the Spin-off. Except as expressly set forth in the SDA and certain other ancillary agreements, all assets will be transferred on an "as is," "where is" basis.

Indemnification. Technip Energies and the Company each have agreed to indemnify the other and each of the other's directors, officers, agents and employees against certain liabilities, in each case for uncapped amounts, incurred in connection with the Spin-off and Technip Energies' and the Company's respective businesses, including: (i) liabilities of Technip Energies or the Company, as applicable, resulting, directly or indirectly, from liabilities of the other party; (ii) any breach by Technip Energies or the Company, as applicable, of the SDA or the other agreements entered into between Technip Energies and the Company for purposes of effecting the Spin-off and providing a framework for Technip Energies' relationship with the Company after the Spin-off; (iii) any third party claim that the use of licensed intellectual property by Technip Energies or the Company, as applicable, infringes upon the intellectual property rights of such third party; (iv) any guarantee, indemnification or contribution obligation, letter of credit reimbursement obligation, surety, bond or other . . .

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 12, 2021 the Company announced the appointment of Alf Melin to Executive Vice President and Chief Financial Officer, effective January 25, 2021. Mr. Melin will succeed Maryann Mannen, who is leaving the Company to pursue an identified opportunity and will resign as Executive Vice President and Chief Financial Officer of the Company, also effective January 25, 2021.

Mr. Melin, age 51, began his career with the Company in 1995 and has held multiple leadership positions in finance, treasury and operations. He currently serves as Senior Vice President, Finance Operations, a position he has held since 2017, where he is responsible for the Company's global finance activities across all segments. Additionally, he has direct oversight of finance operations for the Subsea segment. Prior to this, he held operational roles as Senior Vice President, Surface Americas, and General Manager, Fluid Control and held various other finance roles.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits



 Exhibit
   No.                                    Description
  10.1*      Separation and Distribution Agreement, dated as of January 7, 2021, by
             and between the Company and Technip Energies B.V.
  10.2*      Share Purchase Agreement, dated as of January 7, 2021, by and between
             the Company and Bpifrance Participations SA
  10.3*      Relationship Agreement, dated as of January 7, 2021, by and among the
             Company, Technip Energies B.V. and Bpifrance Participations SA
  10.4       Commitment Letter, dated as of January 7, 2021, by and among the
             Company and the financial institutions party thereto.
  99.1       News Release issued by the Company, dated January 12, 2021.
   104       Inline XBRL for the cover page of this Current Report on Form 8-K

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*The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. --------------------------------------------------------------------------------

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