UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 87055 / September 23, 2019 ACCOUNTING AND AUDITING ENFORCEMENT Release No. 4087 / September 23, 2019 Administrative Proceeding File No. 3-19493 ORDER INSTITUTING CEASE-AND- In the Matter of DESIST PROCEEDINGS PURSUANT TO SECTION 21C OF THE SECURITIES TechnipFMC plc., EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING A CEASE- Respondent. AND-DESIST ORDER I. The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 (“Exchange Act”), against TechnipFMC plc (“TechnipFMC” or “FTI” or “Respondent”). II. In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, Respondent admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and consents to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 1 III. On the basis of this Order and Respondent’s Offer, the Commission finds1 that: Summary 1. These proceedings arise from violations of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) [15 U.S.C. 78 dd] by Respondent’s predecessor FMC Technologies, an oil field services company headquartered in Houston, TX. From at least 2008 through 2013, FMC Technologies made over $794,000 in payments to a third party consultant, which used at least some of those funds to pay bribes to Iraqi government officials to procure business with Iraq state-owned oil companies. The bribes were paid in connection with FMC Technologies obtaining contracts to provide metering technologies for oil and gas production measurement to the Iraqi government. The payments were not accurately reflected in FMC Technologies’ books and records. FMC Technologies also failed to have sufficient internal accounting controls in place, which contributed to the misconduct in Iraq. Respondent 2. Technip FMC Technologies plc (“TechnipFMC”) is a global provider of oil and gas services. TechnipFMC was formed following the January 2017 merger of two predecessor companies, FMC Technologies and Technip. Prior to the merger, FMC Technologies was a publicly traded global energy services company based in Houston, TX that provided, among other products and services, metering technologies for oil and gas production measurement. Throughout the relevant period, FMC Technologies’ common stock was registered in the United States pursuant to Section 12(b) of the Exchange Act and traded on the New York Stock Exchange under the Ticker “FTI.” Following completion of the merger on January 16, 2017, FMC Technologies’ shares were delisted from the NYSE and Technip shares were delisted from Euronext Paris. The newly formed combined company, TechnipFMC began trading in the United States on Tuesday, January 17, 2017 under FMC Technologies’ old ticker, “FTI.” In an unrelated matter in 2010, the Commission ordered Technip to cease-and- desist from committing FCPA violations and to pay $98 million in disgorgement and pre- judgment interest. Relevant Entities 3. Intermediary Company was a Monaco-based company that acted as an intermediary in the oil and gas services industry. Intermediary Company acted as a consultant to FMC. Intermediary Company and its executives and subagents were agents of FMC, the “issuer,” as that term is used in the FCPA, Title 15, United States Code, Section 78dd-1(a). 4. The Iraq Ministry of Oil (“MOO”) was an Iraqi government agency that was responsible for Iraqi petroleum. MOO was controlled by Iraq and performed government 1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding. 2 functions, and thus was a “department” and “agency” of a foreign government, as those terms are used in the FCPA, Title 15, United States Code, Section 78dd-1. 5. The South Oil Company of Iraq (“SOC”) was an Iraqi state-owned and state- controlled oil company headquartered in Basra, Iraq, that operated to refine, produce and distribute oil, oil products, gas, biofuels and energy. SOC was owned and controlled by MOO and performed government functions, and thus was an “agency” and “instrumentality” of a foreign government as those terms are used in the FCPA, Title 15, United States Code, Section 78dd-1. 6. The Missan Oil Company (“MOC”) was an Iraqi state-owned and state- controlled oil company headquartered in Maysan Governorate, Iraq that operated to refine, produce and distribute oil, oil products, gas, biofuels and energy. MOC was owned and controlled by MOO and performed government functions, and thus was an “agency” and “instrumentality” of a foreign government, as those terms are used in the FCPA, Title 15, United States Code, Section 78dd-1. Facts Background/Overview 7. From 2008 through 2013, FMC Technologies, its employees and agents, together with others, engaged in a scheme to pay bribes to Iraqi oil officials to win numerous contracts to provide metering technologies for oil and gas production measurement to the Iraqi government. FMC Technologies entered into a series of agreements with Intermediary Company, which passed the bribes to the Iraqi officials on FMC Technologies’ behalf and in some instances, passed the bribes to subagents that forwarded the payments to the Iraqi officials. FMC Technologies used the agreements to conceal the bribery scheme and to capitalize on Intermediary Company’s relationships with Iraqi oil officials directly involved in the decision making process for contracts sought by FMC Technologies. An FMC Technologies Sales Manager outside of the United States took active steps to engage in the bribery. FMC Technologies personnel in the United States communicated with Intermediary Company throughout this period, including sending numerous documents and emails and approving payments from the United States. 8. FMC Technologies entered into numerous agreements with Intermediary Company, some of which covered time periods that pre-dated the execution of those agreements. Numerous red flags were overlooked and payments were made to Intermediary Company without evidence of services rendered. FMC Technologies allowed Intermediary Company to use sub-agents and success-fee based compensation without adequate due diligence. FMC Technologies falsely characterized the payments in its books and records as site installation payments. Further, FMC Technologies failed to properly assess and manage its anti- corruption risks in Iraq, and devoted insufficient resources to compliance concerning its Iraq business. In addition, FMC Technologies lacked appropriate internal accounting controls with respect to the use of the consultants in Iraq. 3 Iraq Bribery Scheme 9. At the time FMC Technologies entered into a relationship with Intermediary Company, it already had an agent in Iraq but Intermediary Company advised that “any of [the agent’s] past contacts that held sway in the old regime [were now] worthless” and suggested that Intermediary Company “could direct funds on projects that were in their interest.” An FMC Technologies Sales Manager agreed that “[Intermediary Company] may have a role to play,” According to a contemporaneous report prepared by Intermediary Company. 10. From approximately 2009 through 2013, FMC Technologies entered into at least eleven agreements with Intermediary Company related to Iraq—ten consultancy agreements and one site installation agreement. The consultancy agreements between FMC Technologies and Intermediary Company were agreements designed to disguise FMC Technologies’ payments to Intermediary Company reimbursing them for bribes paid to Iraqi oil officials to obtain or retain business at Iraqi state-owned oil companies. Under the consultancy agreements, Intermediary Company was to be paid a success-based commission percentage on each contract that FMC Technologies won in Iraq. FMC Technologies agreed to pay the commissions and other payments to Intermediary Company after FMC Technologies received payment from the Iraqi government. 11. FMC Technologies through Intermediary Company used a number of schemes to provide payments and other improper benefits to Iraqi officials in exchange for them taking action that benefited FMC Technologies in obtaining or retaining a contract with Iraq. Such schemes included: (i) direct corrupt payments from Intermediary Company to Iraqi officials, including for example two high level officials at SOC; and (ii) payments from Intermediary Company to sub-agents who in turn made payments to Iraqi government officials. While representing FMC, Intermediary Company also placed a relative of an Iraqi official on retainer, and provided improper favor and assistance to an Iraqi official. 12. One 2007 Intermediary Company internal report for example discussed its efforts to curry favor with a high-level Iraqi official at the South Oil Company of Iraq (“SOC”). The report noted that the Intermediary Company had arranged for the Iraqi official’s new passport to be processed and issued without the usual necessity of the official