Item 1.01 Entry Into a Material Definitive Agreement

On February 15 and 16, 2021, TechnipFMC plc (the "Company") entered into certain agreements related to its separation into two industry-leading, independent, publicly traded companies: the Company, a fully integrated technology and services provider; and Technip Energies N.V., a leading engineering and technology player ("Technip Energies"). The transaction is structured as a spin-off (the "Spin-off") of a majority stake in the Company's Technip Energies segment in the form of a share dividend pursuant to which holders of TechnipFMC shares will receive ordinary shares, €0.01 nominal value per share, of Technip Energies (the "Technip Energies Shares"). The agreements include the following:

• a Tax Matters Agreement (the "TMA") with Technip Energies;

• an Employee Matters Agreement (the "EMA") with Technip Energies;

• a Transition Services Agreement (the "TSA") with Technip Energies;

• a Patent License Agreement and a Co-Existence and Trademark Matters Agreement,

each with Technip Energies (collectively, the "Intellectual Property

Agreements");

• a Credit Agreement with 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 (the "Credit Agreement"); and

• a Supplemental Indenture with the guarantors named therein and U.S. Bank

National Association, as trustee (the "Supplemental Indenture").

The descriptions below of the TMA, EMA, TSA, the Intellectual Property Agreements, the Credit Agreement and the Supplemental Indenture, 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 TMA, EMA, TSA, the Intellectual Property Agreements, the Credit Agreement and the Supplemental Indenture, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 4.1 respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

Tax Matters Agreement

The TMA governs the Company's and Technip Energies' respective rights, responsibilities, and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and certain other matters regarding taxes.

Generally, the Company is liable for all pre-Spin-off taxes attributable to the business of Technip Energies required to be reported on either combined, consolidated, unitary or similar returns that include one or more of the Company and its subsidiaries (other than Technip Energies and its subsidiaries) and one or more of Technip Energies and its subsidiaries or returns that include only one or more of the Company and its subsidiaries (other than Technip Energies and its subsidiaries). Technip Energies is generally liable for all taxes attributable to the Technip Energies business required to be reported on returns that include only one or more of Technip Energies and its subsidiaries. In addition, the TMA addresses the allocation of liability for taxes that are incurred as a result of the separation undertaken to effectuate the Spin-off.

Employee Matters Agreement

Allocation of employment liabilities. Subject to certain exceptions, the general principle for the allocation of employment and service-related liabilities is that (i) Technip Energies assumes all such liabilities relating to Technip Energies' employees and former employees of the Company who worked wholly or substantially in the business of Technip Energies as of the date of the termination of their employment ("former Technip Energies employees") and (ii) the Company retains all such liabilities relating to all other current and former employees of the Company (including employees who are identified as Technip Energies employees, but do not in fact transfer to Technip Energies), in each case, regardless of when such liabilities arise.

Terms and conditions of Technip Energies employees. As of the completion of the Spin-off, Technip Energies will provide each of its current employees with the same basic salary and contractual benefits that he or she received prior to the date of his or her transfer to Technip Energies. --------------------------------------------------------------------------------

Employee benefit and cash bonus plans. The employees of Technip Energies will generally, as of the date of the Spin-off or as of the date of such employee's applicable employment transfer date, be eligible to participate in Technip . . .




Item 2.01     Completion of Acquisition or Disposition of Assets

On February 16, 2021, the Company completed the Spin-off. Technip Energies' business consists of those activities that previously comprised the Company's Technip Energies business segment, as described in the Form F-1. Technip Energies is now an independent public company and its shares trade on the Euronext Paris stock exchange.

The Spin-off occurred by way of a pro rata dividend to the Company's shareholders of 50.1% of Technip Energies Shares. Each of the Company's shareholders received one Technip Energies Share for every five shares of the Company held at 5:00 p.m., New York City time, on the Record Date, and cash in lieu of any fractional Technip Energies Shares.

The Form F-1 was filed by Technip Energies with the Securities and Exchange Commission and was declared effective on February 12, 2021.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 relating to the Credit Agreement under the heading "Credit Agreement" and relating to the Supplemental Indenture under the heading "Supplemental Indenture" is hereby incorporated into this Item 2.03 by reference.

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

In connection with the Spin-off, effective on February 16, 2021, (i) Arnaud Pieton resigned as an officer of the Company and (ii) Arnaud Caudoux, Pascal Colombani, Marie Ange Debon, Didier Houssin, Olivier Piou and Joseph Rinaldi resigned from the board of directors of the Company and any respective committees of the board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices.

Item 8.01 Other Events

On February 15, 2021, the Company and Technip Energies issued a joint press release. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. --------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits

(b) Unaudited pro forma condensed combined financial information of the Company giving effect to the Spin-off and required by Article 11 of Regulation S-X is attached hereto as Exhibit 99.2 and is incorporated by reference herein.



(d) Exhibits


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         Exhibit
           No.                                             Description
           4.1                Supplemental Indenture, dated February 16, 2021, by and among the
                              Company, the guarantors party thereto, and U.S. Bank National
                              Association, as trustee
          10.1  *             Tax Matters Agreement, dated as of February 16, 2021 by and between
                              the Company and Technip Energies
           10.2               Employee Matters Agreement, dated as of February 15, by and between
                              the Company and Technip Energies
          10.3  *             Transition Services Agreement, dated as of February 15, 2021 by and
                              between the Company and Technip Energies
          10.4  *             Patent License Agreement, dated as of February 15, 2021 by and between
                              the Company and Technip Energies
          10.5  *             Coexistence and Trademark Matters Agreement, dated as of February 15,
                              2021 by and between the Company and Technip Energies
          10.6  *             Credit Agreement, dated February 16, 2021, by and among 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
           99.1               News Release issued by the Company and Technip Energies, dated
                              February 15, 2021
           99.2               Unaudited pro forma condensed consolidated statements of income for
                              the nine months ended September 30, 2020 and the years ended December
                              31, 2019, 2018 and 2017, and the unaudited pro forma condensed
                              consolidated balance sheet as of September 30, 2020
           104                Inline XBRL for the cover page of this Current Report on Form 8-K

*The schedules and annexes 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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