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Published: 2021-03-01 16:05:17 ET
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NT 10-K 1 brhc10021090_nt10k.htm NT 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25

NOTIFICATION OF LATE FILING
SEC FILE NUMBER
001-37983

(Check One):
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: December 31, 2020
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.

PART I - REGISTRANT INFORMATION

TechnipFMC plc
Full Name of Registrant
 
n/a
Former Name if Applicable
 
One St. Paul's Churchyard
Address of Principal Executive Office (Street and Number)
 
London, United Kingdom EC4M 8AP
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 ☒
 
(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

TechnipFMC plc (the “Company”) was unable to file its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) within the prescribed time period due to the severe inclement weather that significantly impacted power and water supply in Houston, Texas where the Company has headquarters. These conditions rendered timely filing of the Company’s Form 10-K impracticable without undue hardship and expense.

The Company intends to file its 2020 Form 10-K on or before March 15, 2021.

The Company expects that its 2020 Form 10-K audited financial statements will be consistent in all material respects with the 2020 year-end financial results previously reported in its earnings release filed on Form 8-K on February 24, 2021.

PART IV - OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification.

Krisztina Doroghazi
  
281
  
405-2311
(Name)
  
(Area Code)
  
(Telephone Number)

 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒  No ☐
   
 
 (3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  Yes ☒  No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Please refer to the Company's Form 8-K filed on February 24, 2021 related to the fourth quarter earnings release. Detail regarding significant changes in the Company's results of operations for the year ended December 31, 2020 as compared to the year ended December 31, 2019 are in the Form 8-K.

The Company’s statements included in this Form 12b-25 include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, and actual events may differ materially from those contemplated by these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, including the potential inability of the Company to file the 2020 Form 10-K within the extension period provided by Form 12b-25 and 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. The Company undertakes no obligation to revise or update any of our forward-looking statements to reflect actual events or circumstances after the date hereof.

TechnipFMC plc
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date
March 1, 2021
By:
/s/ Krisztina Doroghazi
     
Name:
Krisztina Doroghazi
     
Title:
Senior Vice President, Controller and Chief Accounting Officer