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What changed in TechnipFMC plc's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of TechnipFMC plc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+376 added−390 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-27)

Top changes in TechnipFMC plc's 2024 10-K

376 paragraphs added · 390 removed · 276 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

100 edited+16 added−30 removed52 unchanged
Biggest changeOur efforts and achievements in this area include: • Development of our integrated carbon transportation and storage system, or iCTS TM ; • Development and manufacturing of new gas transportation technologies, including thermoplastic composite pipe and hybrid flexible pipe; • Agreement to commercialize PETRONAS’ unique natural gas processing membrane which reduces emissions of CO 2 and hydrogen sulfide by integrating the technology into our onshore and offshore production offering; and • Awards for several commercial contracts for carbon injection wellheads to be used for permanent sequestration in the Middle East, Australia, and the Netherlands.
Biggest changeOur efforts and achievements in this area include: • the first all-electric iEPCI ™ for carbon capture and storage on the Northern Endurance Partnership’s project in the UK, where we will supply and install the all-electric subsea system, including manifolds, umbilicals, and pipe; • an iEPCI ™ to deliver Petrobras’s Mero 3 HISEP ® project in Brazil, enabling the capture, processing, and reinjection of CO 2 -rich dense gases on the seabed to reduce emission intensity during production; • development and manufacturing of new gas transportation technologies, including thermoplastic composite pipe and hybrid flexible pipe; and • awards for several commercial contracts for carbon injection wellheads to be used for permanent sequestration in the Middle East, Australia, and the Netherlands.
We are also developing advanced digital solutions for onshore and offshore storage projects that will enable constant monitoring of CO 2 at both the storage site and in the subsurface, a critical element of the CTS value chain. We also see strong integration potential across offshore renewable markets, driven by continued development of wind, wave, and tidal technologies.
We are also developing advanced digital solutions for onshore and offshore storage projects that will enable constant monitoring of CO 2 at both the storage site and in the subsurface, a critical element of the CTS value chain. We also see strong integration potential across offshore renewable markets, driven by continued development of wind and tidal technologies.
In addition, engagement survey information was also made available by managers, location and business units, and leaders had access to review results, identify improvement opportunities and put action plans in place. As committed by our Chair and CEO, we annually mark the month of October as mental health awareness month with several activities to promote awareness.
In addition, engagement and check-in survey information was also made available by managers, location and business units, and leaders had access to review results, identify improvement opportunities and put action plans in place. As committed by our Chair and CEO, we annually mark the month of October as mental health awareness month with several activities to promote awareness.
Furthermore, we are committed to hiring and employee development decisions that are fair, objective, and not based on protected characteristics. Our policy is for employment decisions to be based only on relevant qualifications, performance, demonstrated skills, experience, and other job-related factors, with our goal of creating a diverse, tolerant, equitable and inclusive workforce.
Furthermore, we are committed to hiring and employee development decisions that are fair, objective, and not based on protected characteristics. Our policy is for employment decisions to be based only on relevant qualifications, performance, demonstrated skills, experience, and other job-related factors, with our goal of creating a tolerant, equitable, and inclusive workforce.
Our list of customers has expanded to more than 40 unique clients, which has allowed us to further diversify our dependence away from any single customer. 6 We actively pursue alliances with companies engaged in the subsea development of oil and natural gas to promote our integrated systems for subsea production.
Our list of customers has expanded to more than 40 unique clients, which has allowed us to further diversify our dependence away from any single customer. We actively pursue alliances with companies engaged in the subsea development of oil and natural gas to promote our integrated systems for subsea production.
From the original Chiksan® and Weco® products to our revolutionary equipment designs and integrated services, our family of flowline products and services provides our clients with reliable and durable pressure pumping equipment. Our total solutions approach includes the InteServ tracking and management system, mobile inspection and repair, strategically located service centers, and Chiksan® and Weco® spare parts. Production .
From the original Chiksan® and Weco® products to our revolutionary equipment designs and integrated services, our family of flowline products and services provides our clients with reliable and durable pressure pumping equipment. Our total solutions approach includes the InteServ tracking and management system, mobile inspection and repair, strategically located service centers, and Chiksan® and Weco® spare parts.
Employees are regularly consulted and provided with information on changes and events that may affect them through channels such as regular meetings, employee representatives, and the Company’s intranet site. These consultations and meetings ensure that employees are kept informed of the financial and economic factors affecting the Company’s performance and matters of concern to them.
Employees are regularly consulted and provided with information on changes and events that may affect them through channels such as regular meetings, employee representatives, and the Company’s intranet site. These consultations and meetings help to ensure that employees are kept informed of the financial and economic factors affecting the Company’s performance and matters of concern to them.
Our integrated life of field offering, iLOF™, is designed to unlock the full potential of subsea infrastructures during operations by proactively addressing the challenges operators face over the life of subsea fields. Subsea Segment Products and Services Subsea Production Systems (SPS) . Our SPS are used in the offshore production of oil and natural gas.
Our integrated life of field offering, iLOF™, is designed to unlock the full potential of subsea infrastructures during operations by proactively addressing the challenges operators face over the life of subsea fields. Subsea Segment Products and Services Subsea Production Systems (SPS) . These systems are used in the offshore production of oil and natural gas.
Our subsea processing systems, which include subsea boosting, subsea gas compression, and subsea separation, are designed to accelerate production, increase recovery, extend field life, lower greenhouse gas emissions, and lower operators’ production costs for greenfield and brownfield applications. Subsea Umbilicals, Risers and Flowlines (SURF) . We are a leading provider of SURF infrastructure.
Our subsea processing systems, which include subsea boosting, subsea gas compression, and subsea separation, are designed to accelerate production, increase recovery, extend field life, lower greenhouse gas (“GHG”) emissions, and lower operators’ production costs for greenfield and brownfield applications. Subsea Umbilicals, Risers and Flowlines (SURF) . We are a leading provider of SURF infrastructure.
The resulting improvement in project economics has enabled the successful market adoption of our integrated engineering, procurement, construction and installation model, iEPCI, which now serves as the industry standard for integrated project execution. iEPCI is our unique, fully integrated approach to designing, managing, and executing subsea projects.
The resulting improvement in project economics has enabled the successful market adoption of our integrated engineering, procurement, construction and installation model, iEPCI ™ , which now serves as the industry standard for integrated project execution. 4 iEPCI ™ is our unique, fully integrated approach to designing, managing, and executing subsea projects.
Surface Wellheads and Production Trees . Our products are used to control and regulate the flow of oil and natural gas from the well. The wellhead is a system of spools and sealing devices from which the entire downhole well string hangs and provides the structural support for surface production trees.
Our products are used to control and regulate the flow of oil and natural gas from the well. The wellhead is a system of spools and sealing devices from which the entire downhole well string hangs and provides the structural support for surface production trees.
(b) Section 16 officer under the Exchange Act. 18 No family relationships exist among any of the above-listed officers, and there are no arrangements or understandings between any of the above-listed officers and any other person pursuant to which they serve as an officer.
(b) Section 16 officer under the Exchange Act. No family relationships exist among any of the above-listed officers, and there are no arrangements or understandings between any of the above-listed officers and any other person pursuant to which they serve as an officer.
We have a fleet of 16 vessels, which typically perform the installation of our products and systems. We have sole ownership of eight vessels, ownership of six vessels as part of joint ventures, and two vessels operated under charter agreements. Subsea Services .
We have a fleet of 16 vessels, which typically perform the installation of our products and systems. We have sole ownership of eight vessels, ownership of six vessels as part of joint ventures, and two vessels operated under charter agreements. 5 Subsea Services .
As the only subsea provider to integrate these work scopes, we successfully created a new market and helped expand the deepwater opportunity set for our clients during a challenging market environment. iEPCI has since grown to represent nearly one-third of the addressable subsea market, validating the benefits of our unique business model aimed at improving project economics by lowering project costs and accelerating the delivery schedule of hydrocarbon production.
As the only subsea provider to integrate these work scopes, we successfully created a new market and helped expand the deepwater opportunity set for our clients during a challenging market environment. iEPCI ™ has since grown to represent nearly one-third of the addressable subsea market, validating the benefits of our unique business model aimed at improving project economics by accelerating the delivery schedule of hydrocarbon production.
By combining complementary skills with innovative technologies, we improve project economics by lowering costs and accelerating time to first oil and natural gas for our clients. iEPCI projects are partnerships based on mutual trust and sharing knowledge. Success is built on early engagement and a collaborative, cooperative approach, both internally and with our clients.
By combining complementary skills with innovative technologies, we improve project economics by accelerating time to first oil and natural gas for our clients. iEPCI ™ projects are partnerships based on mutual trust and sharing knowledge. Success is built on early engagement and a collaborative, cooperative approach, both internally and with our clients.
Our products and integrated systems include subsea trees, chokes and flow modules, manifold pipeline systems, controls and automation systems, well access systems, multiphase and wet-gas flow meters, and additional technologies. We offer both electro-hydraulic and all-electric Subsea Production Systems, depending on the specific needs of the customer or field.
Our products and integrated systems include subsea trees, chokes and flow modules, manifold pipeline systems, controls and automation systems, well access systems, multiphase and wet-gas flow meters, and additional technologies. We offer both electro-hydraulic and all-electric SPS, depending on the specific needs of the customer or field.
Competition We are the only fully integrated company that can provide the complete suite of SPS and SURF equipment with the installation and life of field services, enabling us to develop a subsea field as a single company. We compete with companies that supply various components and services of a subsea development.
Competition We are the only fully integrated company that can provide the complete suite of FEED, SPS and SURF with the installation and life of field services, enabling us to develop a subsea field as a single company. We compete with companies that supply various components and services of a subsea development.
Giving Back to the Community TechnipFMC is focused on making a long-term, positive impact in the communities where we live and work. We encourage our employees to actively engage in “doing something good'’ through active engagement in health, education, and local employment.
Giving Back to the Community TechnipFMC is focused on making a long-term, positive impact in the communities where we live and work. We encourage our employees to actively engage in ‘‘doing something good’’ through active engagement in health, education, and local employment.
The following table indicates the names and ages of our executive officers as of February 27, 2024, including all offices and positions held by each in the past five years: Name Age Current Position and Business Experience (Start Date) Douglas J.
The following table indicates the names and ages of our executive officers as of February 27, 2025, including all offices and positions held by each in the past five years: Name Age Current Position and Business Experience (Start Date) Douglas J.
Our tools for developing employees also includes a continuous feedback platform that enables feedback to be provided from peers, leaders and reporting employees. Developing effective leaders at all levels of the organization is also a top priority at TechnipFMC.
Our tools for developing employees also include a continuous feedback platform that enables feedback to be provided from peers, leaders, and reporting employees. Developing effective leaders at all levels of the organization is also a top priority at TechnipFMC.
Each Fellow is a pillar in their field of expertise, setting standards across the industry, cultivating the next generation of experts and ensuring that TechnipFMC retains its market leadership and competitive advantage.
We believe each Fellow is a pillar in their field of expertise, setting standards across the industry, cultivating the next generation of experts, and ensuring that TechnipFMC retains its market leadership and competitive advantage.
Surface Technologies provides integrated solutions for onshore applications in drilling, stimulation, production, measurement, digital, and services globally. 8 Principal Products and Services Drilling . We provide a full range of drilling and completion systems for both standard and custom-engineered applications. The client base for drilling and completion offerings is energy production, transportation, and storage companies.
Surface Technologies provides integrated solutions for onshore applications in drilling, stimulation, production, measurement, digital, and services globally. Principal Products and Services Drilling . We provide a full range of drilling and completion systems for both standard and custom-engineered applications. The client base for drilling and completion offerings is energy production, transportation, and storage companies. Surface Wellheads and Production Trees .
We believe one of the safest and most efficient storage locations for greenhouse gases is in naturally occurring reservoirs and saline aquifers. Existing equipment developed by our Surface Technologies and Subsea businesses can be leveraged to achieve this aim.
We believe one of the safest and most efficient storage locations for GHGs is in naturally occurring reservoirs and saline aquifers. Existing equipment developed by our Surface Technologies and Subsea businesses can be leveraged to achieve this aim.
Our ENRGs are open to all of our employees and include BOLD (Black Organization for Leadership and Development), EmPower Women’s Network, Parents Network, ¡PODER! Latin Network, OPEM (Proud to be Myself), Military Veterans and Friends Network, XYZ Network for professional development and STRIVE and IDEA Networks for diversity and inclusion.
Our ENRGs are open to all of our employees and include BOLD (Black Organization for Leadership and Development), EmPower Women’s Network, Parents Network, ¡PODER! Latin Network, OPEM (Proud to be Myself), Military Veterans and Friends Network, XYZ Network for professional development, and STRIVE and IDEA Networks for equal opportunity and inclusion.
No single Surface Technologies customer accounted for 10 percent or more of our 2023 consolidated revenue. Competition We are a market leader for many of our products and services. Some of the factors that distinguish TechnipFMC from other companies in the sector include our technological innovation, integrated solutions, reliability, and product quality.
No single Surface Technologies customer accounted for 10% or more of our 2024 consolidated revenue. 9 Competition We are a market leader for many of our products and services. Some of the factors that distinguish TechnipFMC from other companies in the sector include our technological innovation, integrated solutions, reliability, and product quality.
We are leveraging simple, pragmatic digital solutions to improve health and safety, reduce carbon intensity, reduce operating cost, reduce non-productive time, and increase production . Acquisitions and disposals, Investments, and Partnerships Acquisitions and disposals We did not have any material acquisitions in 2023.
Digital and Automation . We are leveraging simple, pragmatic digital solutions to improve health and safety, reduce carbon intensity, reduce operating cost, reduce non-productive time, and increase production . Acquisitions and disposals, Investments, and Partnerships Acquisitions and disposals We did not have any material acquisitions in 2024.
Our separation systems offering includes internal components for oil and natural gas multiphase separation, in-line separation, and solids removal, as well as fully assembled separation modules and packages designed and fabricated for oil and natural gas separation, fracturing flowback treatment, solids removal, and primary produced water treatment. Standard Pumps and Skid Systems .
Our separation systems offering includes internal components for oil and natural gas multiphase separation, in-line separation, and solids removal, as well as fully assembled separation modules and packages designed and fabricated for oil and natural gas separation, fracturing flowback treatment, solids removal, and primary produced water treatment.
We supply both hydraulic and electrical control components and safety systems designed to safely and efficiently run a well pad, offshore platform module, or production facility. Our systems are based on standardized, field-proven solutions and are designed for minimal maintenance during life of field operations. Separation and Processing Systems .
Well Control and Integrity Systems . We supply both hydraulic and electrical control components and safety systems designed to safely and efficiently run a well pad, offshore platform module, or production facility. Our systems are based on standardized, field-proven solutions and are designed for minimal maintenance during life of field operations. Production Solution .
Order Backlog Information regarding order backlog is incorporated herein by reference from the section entitled “Inbound Orders and Order Backlog” in Part II, Item 7 of this Annual Report on Form 10-K. 13 Governmental Regulations We are subject to a number of environmental and other governmental and regulatory requirements related to our operations globally.
Order Backlog Information regarding order backlog is incorporated herein by reference from the section entitled “Inbound Orders and Order Backlog” in Part II, Item 7 of this Annual Report on Form 10-K. 12 Governmental Regulations We are subject to a number of environmental and other governmental and regulatory requirements related to our operations globally. Refer to “Item 1A.
Surface Technologies Our Surface Technologies segment designs, manufactures, and services fully integrated products and systems used by companies involved in land and shallow water exploration and production of oil and natural gas, as well as specialized equipment supporting integrated carbon transportation and storage ("iCTS TM "), hydrogen storage, and geothermal production.
Surface Technologies Our Surface Technologies segment designs, manufactures, and services fully integrated products and systems used by companies involved in conventional and unconventional land and shallow water exploration and production of oil and natural gas, as well as specialized equipment supporting integrated carbon transportation and storage, hydrogen storage, and geothermal production.
As we look to the future, we remain focused on innovation, client relationships, and execution excellence. Our success will be achieved in part by developing and empowering our people, becoming a data-centric organization, advancing automation and robotics, and delivering all-electric fields.
As we look to the future, we remain focused on innovation, client relationships, and execution excellence. Our success will be achieved in part by developing and empowering our people, becoming a data-centric organization, and advancing automation and robotics.
Our efforts and achievements in this area include: • Partnership with Magnora ASA, Magnora Offshore Wind, to develop floating offshore wind projects; • Partnership with Floating Power Plant, a renewable energy technology company, for an offshore green hydrogen pilot in the Canary Islands which will leverage our Deep Purple TM system to deliver stable, renewable, and scalable energy offshore; • Strategic investment in Orbital Marine Power, owner of the world's most powerful floating tidal energy turbine, which we believe to be the most mature tidal technology; • Development of best-in-class 66KV dynamic inter array cables, (“DIAC”), which are a key component of our engineered system used by floating renewables infrastructure to transmit electricity generated offshore to the onshore power grid; and • Development of advanced integrated water column solutions, including the engineering of the optimum coupled DIAC and mooring and anchoring system. 12 Hydrogen solutions.
Our efforts and achievements in this area include: • collaboration agreement with submarine power cable systems leader Prysmian to deliver a fully integrated water column system to accelerate the global development of offshore floating wind projects; • partnership with Magnora ASA, Magnora Offshore Wind, to develop floating offshore wind projects; • partnership with Floating Power Plant, a renewable energy technology company, for an offshore green hydrogen pilot in the Canary Islands which will leverage our Deep Purple TM system to deliver stable, renewable, and scalable energy offshore; • strategic investment in Orbital Marine Power, owner of the world's most powerful floating tidal energy turbine, which we believe to be the most mature tidal technology; • development of best-in-class 66KV dynamic inter array cables, (“DIAC”), which are a key component of our engineered system used by floating renewables infrastructure to transmit electricity generated offshore to the onshore power grid; and • development of advanced integrated water column solutions, including the engineering of the optimum coupled DIAC and mooring and anchoring system.
We distinguish our offerings through three key strengths: Core Technology . We are committed to applying technology within our core products to solve client problems, leveraging the benefits of smarter designs. Decarbonization . We are developing new ways for our clients to make the production of oil and natural gas less carbon intensive. Digital and Automation .
We distinguish our offerings through three key strengths: Core Technology . We are committed to applying technology within our core products to solve client problems, leveraging the benefits of smarter designs and reliable field operations. Decarbonization . We are developing new ways for our clients to make the production of oil and natural gas less carbon intensive.
We focus on talent development through a process called “Talking Talents.” This program forms the basis for developing employees into our three main career pathways, Leadership, Project Management and Technology. Input from the Talking Talents process is also used for succession planning.
We focus on talent development through a process called ‘‘Talking Talents.’’ This program forms the basis for developing employees into our three main career pathways: Leadership, Technology, Project Management. Input from the Talking Talents process is also used for succession planning.
Our competitors include Baker Hughes Company, Dril-Quip, Inc., McDermott International, Inc., NOV Inc., Oceaneering International, Inc., SLB, and Subsea 7 S.A. Seasonality Seasonal weather conditions generally subdue drilling activity, reducing vessel utilization and demand for subsea services as certain activities cannot be performed.
Our competitors include Baker Hughes Company, Innovex International, Inc., McDermott International, Inc., NOV Inc., Oceaneering International, Inc., OneSubsea, and Subsea 7 S.A. 6 Seasonality Seasonal weather conditions generally subdue drilling activity, reducing vessel utilization and demand for subsea services as certain activities cannot be performed.
Our Schilling Robotics business is the leading designer and manufacturer of Subsea Remotely Operated Vehicles (ROVs), ROV tooling systems, and robotic manipulator arms. We continue to revolutionize deepwater productivity – enabling safe and more challenging subsea developments through our advanced and industry-leading robotic technologies.
Robotics . Our Schilling Robotics business is the leading designer and manufacturer of subsea ROVs, ROV tooling systems, and robotic manipulator arms. We continue to revolutionize deepwater productivity–enabling safe and more challenging subsea developments through our advanced and industry-leading robotic technologies. Subsea Studio™ Digital Platform .
Our extensive knowledge of flexible pipe, manifold, and check valve technologies has been adapted to make this a very reliable and predictable system. iComplete™ utilizes our digital offering CyberFrac™ to improve safety by reducing manpower in high-risk areas (“red zone”), boost efficiency by automating operations and reduce unplanned stoppages by using predictive analytics.
Our extensive knowledge of flexible pipe, manifolds, and valve technologies has been adapted to make this a very reliable and predictable system. iComplete™ utilizes our digital offering CyberFrac™ to improve safety by eliminating manpower in high-risk areas (“red zone”), boost efficiency through autonomous operations, and reduce unplanned stoppages by using predictive analytics.
Employees around the world are able to share their own stories to better assist and educate us as we continue to push the message that “it’s okay not to be okay.” Our global well-being program from Workplace Options provides all our employees with access to mental health resources, counseling and health coaching. 17 Internal Communication We have a robust internal communications strategy and support communication channels that ensure that we communicate with our employees in a timely and effective manner.
Employees around the world are able to share their own stories to better assist and educate us as we continue to push the message that ‘‘it’s okay not to be okay.” Our global wellbeing program from Workplace Options provides all our employees with access to mental health resources, counseling and health coaching. 16 Internal Communication We have a robust internal communications strategy and support communication channels that promote our ability to communicate with our employees in a timely and effective manner.
Our onboarding program will be further simplified, with better global alignment and more efficient communication to make the experience of new employees and line managers more streamlined and connected. Key performance indicators linked to talent acquisition are now available and accessible to key stakeholders through our internal tracking platform.
Our onboarding program will be further simplified, with better global alignment and more efficient communication to make the experience of new employees and line managers more streamlined and connected. Key performance indicators linked to talent acquisition are now available and accessible to key stakeholders through our internal tracking platform. In 2024, we achieved further reduction in recruiting lead time.
By integrating the complementary work scopes of the subsea production system (“SPS”) with the subsea umbilicals, risers, and flowlines (“SURF”) and installation vessels, we can more efficiently deliver an entire subsea development utilizing our integrated engineering, procurement, construction and installation model, which we refer to as iEPCI™ (“iEPCI”).
By integrating the complementary work scopes of the subsea production system (“SPS”) with the subsea umbilicals, risers, and flowlines (“SURF”) and installation vessels, we can more efficiently deliver an entire subsea development utilizing our integrated engineering, procurement, construction and installation model (“iEPCI ™ .
We have been a leading supplier of flexible pipe since the 1970s and our Coflexip ® product is an industry standard for drilling and stimulation operations offshore. We have adapted this product for use in high-pressure, high-volume stimulation. Our PumpFlex™, WellFlex™, and PadFlex™ products are incorporated into most shale operations and are an integral part of our iComplete™ system.
We have been a leading supplier of flexible pipe since the 1970s and our Coflexip ® product is an industry standard for drilling and stimulation operations offshore. We have also adapted this product for use in high-pressure, high-volume stimulation. Our PumpFlex™, WellFlex™, and PadFlex™ products are incorporated into our iComplete TM offering and deployed in most of the unconventional operations.
Surface Technologies competes with other companies that supply surface production equipment and pressure control products, including Baker Hughes Company, Cactus, Inc., Forum Energy Technologies, Inc., Gardner Denver, Inc., SLB, Halliburton Co, and SPM Oil & Gas. 10 Strategy We serve the onshore and shallow water markets from well to export pipeline, providing our clients with reductions in cost, cycle time, and carbon intensity.
Surface Technologies competes with other companies that supply surface production equipment and pressure control products, including Baker Hughes Company; Cactus Wellhead, LLC; SLB; Halliburton Co; Delta US Corporation LLC; and SPM Oil & Gas. Strategy We serve the onshore and shallow water markets from well to export pipeline, providing our clients with reductions in cost, cycle time, and carbon intensity.
Our 2023 activities included Take 5 Moments, webinars, employees podcasts, a virtual yoga event and a Global Wellbeing Questionnaire, which allows people to learn more about their physical, emotional, and practical well-being. A new Global Wellbeing & Mental Health Viva Engage page was created for employees to stimulate discussions around the topic.
Our 2024 activities included Take 5 Moments, webinars, employees podcasts, a virtual yoga event, and a Global Wellbeing Questionnaire, which allows people to learn more about their physical, emotional, and practical wellbeing. Our Global Wellbeing & Mental Health Viva Engage page continues to stimulate discussions around the topic.
In 2023, our Fellows sponsored a significant global initiative on intellectual property called “Think IP.” Through this program, they will share their knowledge broadly across the Company’s learning ecosystem and drive initiatives to protect our competitive advantage and respect our Company’s intellectual property and the intellectual property of other companies.
In 2024, our Fellows continued to sponsor a significant global initiative on intellectual property called ‘‘Think IP.’’ Through this program, they will share their knowledge broadly across the Company’s learning ecosystem and drive initiatives to protect our competitive advantage and respect our Company’s intellectual property and the intellectual property of other companies.
Asset Services include the following offerings: • Maintenance: test, modification, refurbishment and upgrade of subsea equipment and tooling; • Asset integrity: optimizing the performance of the subsea asset through product and field data, including inspection, maintenance, and repair ("IMR"); and • Production management: enhanced well and field production, including real-time virtual metering and flow assurance services. Robotics .
Asset Services include all service offerings toward the producing asset, including SPS, SURF, and subsea processing: • maintenance: test, modification, refurbishment and upgrade of subsea equipment and tooling; • asset integrity: optimizing the performance of the subsea asset through product and field data, including inspection, maintenance, and repair ("IMR"); and • production management: enhanced well and field production, including real-time virtual metering and flow assurance services.
Our strategy is focused on two main areas: the transportation and storage of green hydrogen produced offshore and in coastal areas, and LDES, where hydrogen is used as a battery solution that can exceed the traditional efficiency limits of lithium-ion technologies.
Our strategy is focused on two main areas: the transportation and storage of green hydrogen produced offshore and in coastal areas, and energy management, where hydrogen is used as an energy storage medium that can exceed the traditional efficiency limits of lithium-ion technologies.
BUSINESS SEGMENTS Subsea Our Subsea segment provides integrated design, engineering, procurement, manufacturing, fabrication, installation, and life of field services for subsea systems, subsea field infrastructure, and subsea pipeline systems used in oil and natural gas production and transportation. 4 We are an industry leader in front-end engineering and design (“FEED”), subsea production systems (“SPS”), subsea flexible pipe, subsea umbilicals, risers, and flowlines (“SURF”), and subsea robotics.
BUSINESS SEGMENTS Subsea Our Subsea segment provides integrated design, engineering, procurement, manufacturing, fabrication, installation, and life of field services for subsea systems, subsea field infrastructure, and subsea pipeline systems used in oil and natural gas production and transportation. We are an industry leader in front-end engineering and design (“FEED”), SPS, SURF, and subsea robotics.
While these alliances do not contractually obligate our customers to purchase our systems and services, they have resulted in a growing number of direct awards to the Company. The commitment to our customers goes beyond project delivery, and we foster these alliances with transparency and collaboration to better understand their needs and ensure customer success.
These alliances have resulted in a growing number of direct awards to the Company. The commitment to our customers goes beyond project delivery, and we foster these alliances with transparency and collaboration to better understand their needs and ensure customer success.
Workforce Overview Our workforce consists of the following: As of December 31, 2023 2022 2021 Permanent employees 21,469 20,301 19,103 Temporary employees (fixed-term) 1,293 1,671 1,507 Employees on payroll 22,762 21,972 20,610 Contracted workforce 2,265 1,374 1,392 Total workforce 25,027 23,346 22,002 Attracting Talent Our Employee Value Proposition ("EVP") is part of the way we attract, engage and retain our people.
Workforce Overview Our workforce consists of the following: As of December 31, 2024 2023 2022 Permanent employees 21,693 21,469 20,301 Temporary employees (fixed-term) 1,155 1,293 1,671 Employees on payroll 22,848 22,762 21,972 Contracted workforce 2,456 2,265 1,374 Total workforce 25,304 25,027 23,346 Attracting Talent Our Employee Value Proposition (‘‘EVP’’) is part of the way we attract, engage, and retain our people.
As a result, the level of offshore activity in our Subsea segment is negatively impacted during such periods. Strategy Our vision for Subsea is to focus on safely providing innovative technologies and integrated solutions that drive change, improving economics, enhancing performance, and reducing emissions.
As a result, the level of offshore activity in our Subsea segment is negatively impacted during such periods. Strategy Our vision for Subsea is to focus on safely providing innovative technologies and integrated solutions that improve economics through the acceleration of time to first production, enhancing delivery performance, while reducing emissions.
Operators have also sought alliances with us to ensure timely and cost-effective delivery of subsea and other energy-related systems that provide integrated solutions to meet their needs. Our alliances establish important ongoing relationships with our customers.
Development of subsea fields, particularly in deepwater environments, involves substantial capital investments. Operators have also sought alliances with us to ensure timely and cost-effective delivery of subsea and other energy-related systems that provide integrated solutions to meet their needs. Our alliances establish important ongoing relationships with our customers.
Exploration and production operators typically rent this equipment directly from the Company during the hydraulic fracturing activities. Fracturing equipment rental includes rig-up/rig-down field service personnel as well as oversight and operation of the equipment during the multiple fracturing stages. Flexible Pipe .
Exploration and production operators typically rent this equipment directly from the Company during the hydraulic fracturing activities. iComplete TM services include rig-up/rig-down field service personnel as well as oversight and operation of the system during the multiple fracturing stages.
An at-scale pilot program began in Norway in January 2022 and was successfully completed in October 2023; • The Hardanger Hydrogen Project, with several partners including Statkraft, where TechnipFMC will qualify its subsea hydrogen storage pressure vessels and associated connection hardware, such as umbilicals and connectors.
An at-scale pilot program began in Norway in January 2022 and was successfully completed in October 2023.The objective of balancing a microgrid with intermittent power in and stable power out was proven; • The Hardanger Hydrogen Project, with several partners including Statkraft, where TechnipFMC will qualify its subsea hydrogen storage pressure vessels and associated hardware, such as valves, sensors, umbilicals, and connectors.
These systems are deployed in standalone applications, which address real client issues and can be integrated seamlessly to form an ecosystem or system level Digital Twin. These technologies help clients improve health and safety, reduce carbon intensity, reduce operating expense, reduce unplanned shutdowns, and increase productivity. Well Control and Integrity Systems .
These systems can be deployed in standalone applications, which address client issues and can be integrated seamlessly to form an ecosystem or system level Digital Twin, such as CyberFrac TM in our iComplete TM integrated system. These technologies help clients improve health and safety, reduce carbon intensity, reduce operating expense, reduce unplanned shutdowns, and increase productivity. Flexible Pipe .
We have created a differentiated platform for further expansion and value creation through our technology innovation, including our Subsea 2.0™ (“Subsea 2.0”) configure-to-order product suite, our vast network of customer partnerships, and our services business levered to serve our large and expanding installed base. On February 16, 2021, we completed the separation of the Technip Energies business segment (the “Spin-off”).
We have created a differentiated platform for further expansion and value creation through our technology innovation, including our Subsea 2.0 ® (“Subsea 2.0 ® ”) configure-to-order product suite, our vast network of customer partnerships, and our services business levered to serve our large and expanding installed base.
Our products are also used for geothermal production and CO 2 injection, and we have qualified designs to support underground hydrogen storage solutions. Stimulation and Pressure Pumping . We design and manufacture equipment used in well completion and stimulation activities. Our iComplete™ offering is the first integrated pressure control system for the onshore unconventional stimulation market.
Our products are also used for geothermal production and carbon dioxide (“CO 2 ”) injection, and we have qualified designs to support underground hydrogen storage solutions. Stimulation and Pressure Pumping . Our iComplete™ offering is the first fully integrated pressure control system for the onshore unconventional stimulation market.
It is our policy that employment decisions, including those related to recruitment, selection, evaluation, compensation, and development, among others, not be influenced by unlawful or unfair discrimination on the basis of race, religion, gender, age, ethnic origin, nationality, sexual orientation, gender identity or gender reassignment, marital status, disability, or any other legally protected characteristic.
It is our policy that employment decisions (including recruitment, evaluation, selection, compensation, and development) are made without unlawful or unfair discrimination based on race, religion, gender, age, ethnic origin, nationality, sexual orientation, gender identity or reassignment, marital status, disability, or any other legally protected characteristic.
Partnerships Refer to the Other Business Information Relevant to Our Business Segments section of this Annual Report on Form 10-K for information about our partnerships.
Investments We did not have any material investments in 2024. Partnerships Refer to the Other Business Information Relevant to Our Business Segments section of this Annual Report on Form 10-K for information about our partnerships.
A single listing on the New York Stock Exchange was more consistent with the Company’s strategic refocus and the geographic location of our shareholder base and allowed the Company to better align with our most appropriate peer set.
Following the separation of Technip Energies, the Company completed the voluntary delisting of our shares from Euronext Paris in February 2022. A single listing on the New York Stock Exchange was more consistent with the Company’s strategic refocus and the geographic location of our shareholder base and allowed the Company to better align with our most appropriate peer set.
Our open ecosystem connects applications using common data models throughout a project’s lifecycle and can exchange data with suppliers, partners, and clients, providing immediate access to information to improve the efficiency and quality of decisions and planning.
Through Subsea Studio™, we connect data, technology, and expertise to optimize the development, execution, and operation of current and future subsea fields. Our open ecosystem connects applications using common data models throughout a project’s lifecycle and can exchange data with suppliers, partners, and clients, providing immediate access to information to improve the efficiency and quality of decisions and planning.
In 2023, we achieved a reduction in recruiting lead times, even in a year of increased hiring volume. Developing and Keeping Talent People development is a key focus at TechnipFMC, including providing learning, career development and knowledge sharing opportunities enabling our people to perform at their fullest potential, and develop capabilities for simplification, standardization and industrialization.
Developing and Keeping Talent People development is a key focus at TechnipFMC, including providing learning, career development and knowledge sharing opportunities enabling our people to perform at their fullest potential, and develop capabilities for simplification, standardization, and industrialization.
Pferdehirt (a) 60 Chair and Chief Executive Officer (2019) Chief Executive Officer (2017) Alf Melin (a) 54 Executive Vice President and Chief Financial Officer (2021) Senior Vice President, Finance Operations (2017) Senior Vice President, Surface Americas (2017) Cristina Aalders (a) 43 Executive Vice President, Chief Legal Officer and Secretary (2023) Vice President, Chief Compliance Officer (2021) Vice President, Legal, Surface Technologies (2019) Luana Duffé (a) 42 Executive Vice President, New Energy business (2021) Vice President, Subsea Projects & Commercial and Country Manager for Brazil (2020) Vice President, Subsea Projects and Brazil Country Manager (2019) Vice President, Subsea Strategy (2018) Corporate Development Director (2018) Nisha Rai (a) 48 Executive Vice President, People and Culture (2021) Vice President of Total Rewards (2020) Vice President Head of Human Resources of MRC Global (2017) Justin Rounce (a) 57 Executive Vice President and Chief Technology Officer (2018) President, Valves & Measurement of Schlumberger Limited (2018) Jonathan Landes (a) 51 President, Subsea (2020) Senior Vice President, Subsea Commercial (2017) President, Subsea Projects North America (2017) Thierry Conti (a) 40 President, Surface Technologies (2022) Senior Vice President, Subsea Commercial & Strategy (2020) Senior Vice President, Subsea Product Management (2019) David Light (b) 39 Senior Vice President, Controller and Chief Accounting Officer (2023) Vice President, Internal Audit and Controls (2021) Vice President, Integrated Internal Controls (2020) (a) Member of the Executive Leadership Team and a Rule 3b-7 executive officer and Section 16 officer under the Exchange Act.
Pferdehirt (a) 61 Chair and Chief Executive Officer (2019) Alf Melin (a) 55 Executive Vice President and Chief Financial Officer (2021) Senior Vice President, Finance Operations (2017) Senior Vice President, Surface Americas (2017) Cristina Aalders (a) 44 Executive Vice President, Chief Legal Officer and Secretary (2023) Vice President, Chief Compliance Officer (2021) Vice President, Legal, Surface Technologies (2019) Luana Duffé (a) 43 Executive Vice President, New Energy (2021) Vice President, Subsea Projects & Commercial and Country Manager for Brazil (2020) Vice President, Subsea Projects and Brazil Country Manager (2019) Justin Rounce (a) 58 Executive Vice President and Chief Technology Officer (2018) Valeria Santos (a) 47 Executive Vice President, People and Culture (2024) Vice President, People and Culture, Subsea and New Energy (2023) Vice President, Human Resources, REMS (2019) Jonathan Landes (a) 52 President, Subsea (2020) Senior Vice President, Subsea Commercial (2017) Thierry Conti (a) 41 President, Surface Technologies (2022) Senior Vice President, Subsea Commercial & Strategy (2020) Senior Vice President, Subsea Product Management (2019) David Light (b) 40 Senior Vice President, Controller and Chief Accounting Officer (2023) Vice President, Internal Audit and Controls (2021) Vice President, Integrated Internal Controls (2020) (a) Member of the Executive Leadership Team and a Rule 3b-7 executive officer and Section 16 officer under the Exchange Act.
We plan to be a key enabler of greenhouse gas removal, offshore floating renewables, and hydrogen solutions. To excel in these three pillars, we will leverage our onshore and offshore expertise and demonstrated capabilities in project integration.
We believe offshore will be the next frontier of the energy transition, and our Company is ready to accelerate and grow our contribution. We plan to be a key enabler of GHG removal, offshore floating renewables, and hydrogen solutions. To excel in these three pillars, we will leverage our onshore and offshore expertise and demonstrated capabilities in project integration.
Dependence on Key Customers Generally, our customers in the Subsea segment are major integrated oil companies, national oil companies, and independent exploration and production companies. Petrobras accounted for more than 16 percent of our 2023 consolidated revenue.
Dependence on Key Customers Generally, our customers in the Subsea segment are major integrated oil companies, national oil companies, and independent exploration and production companies. Three different customers accounted for 18%, 13%, and 11%, of our consolidated revenue in 2024, respectively.
We offer a comprehensive range of umbilical systems including steel tube umbilicals, thermoplastic hose umbilicals, power and communication systems, and hybrid umbilicals. 5 We are the industry leader in the design and manufacture of flexible pipe that consists of the combination of plastic and steel layers that can be easily adapted to the diverse requirements of subsea developments.
We are the industry leader in the design and manufacture of flexible pipe that consists of the combination of plastic and steel layers that can be easily adapted to the diverse requirements of subsea developments.
Our equipment includes fracturing tree systems, fracturing valve greasing systems, hydraulic control units, fracturing manifold systems, and rigid and flexible flowlines, and is designed to sustain the high pressure and the highly erosive fracturing fluid which is pumped through the well in the formation.
Together, this significantly reduces safety risks and the cost of operations for our clients. 8 Our system equipment includes fracturing tree systems, fracturing valve greasing systems, hydraulic or electric control units, service-less valves, fracturing manifold systems, and rigid and flexible flowlines, and is designed to sustain the high pressure and the highly erosive fracturing fluid which is pumped through the well in the formation.
We will commercialize innovative solutions through our continued collaboration with energy companies and technology providers. 11 We will also utilize a configure-to-order (“CTO”) manufacturing model to create superior value for our clients. Our contributions to greenhouse gas removal begin with carbon transportation and storage (“CTS”).
We will commercialize innovative solutions through our continued collaboration with energy companies and technology providers. We will also utilize a CTO manufacturing model to create superior value for our clients. 10 Our contributions to GHG removal begin with carbon transportation and storage (“CTS”). Leveraging our existing equipment and integration expertise, we will safely transport and store CO 2 .
We believe hydrogen will become an important part of the global energy mix needed to reach Net Zero targets, driven in part by regulatory frameworks. Hydrogen as an energy carrier will bring reliability, stability, and efficiency to renewable sources. TechnipFMC’s extensive experience with oil and natural gas resources positions us well to develop new solutions for this emerging offshore market.
Hydrogen solutions. Hydrogen as an energy carrier will bring reliability, stability, and efficiency to renewable sources. TechnipFMC’s extensive experience with oil and natural gas resources positions us well to develop new 11 solutions for this emerging offshore market.
Employees in all regions access these and other knowledge management social learning tools such as an Experts Explain webinar series and Illuminate podcasts to increase their knowledge about business and technical topics, and to share their own knowledge.
The Well is connected with the Company’s competency management platform and provides direct access to competency-based content. Employees all over the world access these and other knowledge management social learning tools such as "Experts Explain" webinar series and "Illuminate" podcasts to increase their knowledge about business and technical topics, and to share their own knowledge.
Equal Opportunity and Fair Representation Three of our Foundational Beliefs – integrity, respect, and sustainability – are tangibly embedded in our commitment to equal opportunity and fair representation. While we recognize the importance of equal opportunity and fair representation to our long-term value and performance, we also recognize the importance of pursuing these aims in legally compliant manners.
Equal Opportunity and Inclusion Three of our Foundational Beliefs—Integrity, Respect, and Sustainability—are deeply embedded in our commitment to equal opportunity and inclusion. These principles are integral to our long-term value and performance, and we remain dedicated to pursuing these aims in legally compliant and ethical ways.
In 2023, there were more than 32,000 pieces of creative and innovative learning content available, with ongoing releases of new and meaningful courses, to support skills development for our employees and enhance their performance in their roles.
In 2024, there were more than 34,000 pieces of creative and innovative learning content available, with ongoing releases of new and meaningful courses, to support skill development for our employees and enhance their performance in their roles. In 2024, over 581,000 training hours were completed with 65% of training being done online, which resulted in 24 training hours per employee.
Technip Energies offered design, project management, and construction services spanning the entire downstream value chain. The separation created two industry-leading, independent, publicly traded companies, TechnipFMC and Technip Energies. Following the separation of Technip Energies, the Company completed the voluntary delisting of our shares from Euronext Paris in February 2022.
On February 16, 2021, we completed the separation of the Technip Energies business segment (the “Spin-off”). Technip Energies offered design, project management, and construction services spanning the entire downstream value chain. The separation created two industry-leading, independent, publicly traded companies, TechnipFMC and Technip Energies.
A large part of our product development spending has focused on the improved design and standardization of our Subsea products to meet our client needs. Patents, Trademarks, and Other Intellectual Property We own a number of patents, trademarks, and licenses that are cumulatively important to our businesses.
We have a balanced approach to our product development with a focus on the improved design and standardization of our Subsea products, as well as imagining the future technology needs of our clients over the long term. Patents, Trademarks, and Other Intellectual Property We own a number of patents, trademarks, and licenses that are cumulatively important to our businesses.
Our CTO execution model requires no product engineering work to deliver these configurable products to our clients, which ensures quality, manufacturing, supply chain, and services are fully industrialized in order to deliver the value offered with Subsea 2.0. 7 By pivoting from bespoke Engineer-to-Order solutions, to pre-engineered CTO products, we can leverage the efficiencies our execution model creates and bring value to our clients through reduced lead time, an optimized execution model, and improved predictability and reliability for delivery.
Our CTO execution model requires no product engineering work to deliver these configurable products to our clients, which ensures quality, manufacturing, supply chain, and services are fully industrialized in order to deliver the value offered with Subsea 2.0 ® .
We develop, engineer, manufacture and install umbilicals, flexible, hybrid-flexible and rigid pipelines, connections, and tie-ins for subsea systems.
We develop, engineer, manufacture, and install umbilicals, flexible, hybrid-flexible and rigid pipelines, connections, and tie-ins for subsea systems. We offer a comprehensive range of umbilical systems including steel tube umbilicals, thermoplastic hose umbilicals, power and communication systems, and hybrid umbilicals.
Significant effort was put into improving candidate experiences when accessing our website’s new career page as well as on our internal EVP-dedicated web page. Our global recruitment system is being optimized to provide a more dynamic, modern and attractive experience with relevant content.
We have made significant strides in enhancing the candidate experience on our newly designed career page and our internal EVP-dedicated web page. 13 Our global recruitment system is being optimized to provide a more dynamic, modern, and attractive experience with relevant content.
It links to our overall brand positioning, which is driving change in the energy industry, and it describes both what the company does and what it offers employees and potential employees. 14 We encouraged and included more people from our business to share their inspiring experiences and stories that truly reflect the diversity and plurality we have in the Company.
It links to our overall brand positioning, which is driving change in the energy industry, and it describes both what the company does and what it offers employees and potential employees.
These offerings are differentiated by our comprehensive portfolio of in-house compact, modular, and digital technologies, and are designed to enhance field project economics and reduce operating expenditures with an integrated system that spans from wellhead to pipeline. 9 Our E-Mission TM suite addresses ways to reduce carbon intensity in the production of oil and natural gas products.
These offerings are differentiated by our comprehensive portfolio of in-house compact, modular, and digital technologies, and are designed to enhance field project economics and reduce operating expenditures with an integrated system that spans from wellhead to pipeline. Standard Pumps . We provide complete skid solutions, from design consultation through startup and commissioning.
In the third quarter of 2022, we renewed the TechnipFMC and Halliburton technology alliance. This extends our agreement signed in 2017 with a focus on the development of innovative technologies for use in all-electric wells, subsea interventions, subsea fiber optics, and carbon transportation and storage.
This extends our agreement signed in 2017 with a focus on the development of innovative technologies for use in all-electric wells, subsea interventions, subsea fiber optics, and carbon transportation and storage. By collaborating on certain field domains, we are able to develop disruptive technologies to improve productivity, reduce cost, and lower emissions of our clients.
By leveraging our extensive experience in project integration throughout the water column, from the ocean surface to the seafloor, we will bring scalability to offshore renewable markets in our role as system architect. When used as baseload generation, renewable power sources do increase variability to the system and require additional energy storage capacity to ensure continuity of supply.
By leveraging our extensive experience in project integration throughout the water column, from the ocean surface to the seafloor, we will bring scalability to offshore renewable markets in our role as system architect. The growth of renewables in the grid creates power and price fluctuations, requiring auxiliary systems to support the grid.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs the enforcement landscape further develops, and supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the standard contractual clauses cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, we may have to stop using certain tools and vendors and make other operational changes, we have had to and will have to implement revised standard contractual clauses for existing customer arrangements within required time frames, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.
Biggest changeAs the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, we could suffer additional costs, complaints and/or regulatory investigations or fines; we may have to stop using certain tools and vendors and make other operational changes; we may have to implement alternative data transfer mechanisms under GDPR, and/or take additional compliance and operational measures; or it could otherwise affect the manner in which we provide our services, which in turn can adversely affect our business, operations, and financial condition.
For example, it could: • require us to dedicate a substantial portion of our cash flows from operations to the payment of debt service, reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions, distributions, and other general partnership purposes; • increase our vulnerability to adverse economic or industry conditions; • limit our ability to obtain additional financing to react to changes in our business; or • place us at a competitive disadvantage compared to businesses in our industry that have less debt.
For example, it could: • require us to dedicate a substantial portion of our cash flows from operations to the payment of debt service, reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions, distributions, and other general partnership purposes; • increase our vulnerability to adverse economic or industry conditions; • limit our ability to obtain additional financing to react to changes in our business; and • place us at a competitive disadvantage compared to businesses in our industry that have less debt.
We rely on third parties to provide IT Systems, for example, to support the operation of our IT hardware, software infrastructure, and cloud services, and in certain instances, we utilize web-based and software-as-a-service applications, across a broad array of services and functions (e.g., human resources, finance, data transmission, communications, risk compliance, among others).
We rely on third parties to provide certain IT Systems, for example, to support the operation of our IT hardware, software infrastructure, and cloud services, and in certain instances, we utilize web-based and software-as-a-service applications, across a broad array of services and functions (e.g., human resources, finance, data transmission, communications, risk compliance, among others).
Actual expenses incurred in executing these fixed-price contracts can vary substantially from those originally anticipated for several reasons including, but not limited to, the following: • unforeseen additional costs related to the purchase of substantial equipment, material, and components necessary for contract fulfillment or labor shortages in the markets where the contracts are performed; • increasing costs from inflation, rising interest rates as well as supply chain disruptions; • mechanical failure of our production equipment and machinery; • delays caused by local weather conditions and/or natural disasters (including earthquakes, floods and public health crises such as the COVID-19 pandemic), which may become more frequent or severe as a result of climate change; and • a failure of suppliers, subcontractors, or joint venture partners to perform their contractual obligations.
Actual expenses incurred in executing these fixed-price contracts can vary substantially from those originally anticipated for several reasons including, but not limited to, the following: • unforeseen additional costs related to the purchase of substantial equipment, material, and components necessary for contract fulfillment or labor shortages in the markets where the contracts are performed; • increasing costs from inflation, rising interest rates, tariffs as well as supply chain disruptions; • mechanical failure of our production equipment and machinery; • delays caused by local weather conditions and/or natural disasters (including earthquakes, floods, and public health crises such as the COVID-19 pandemic), which may become more frequent or severe as a result of climate change; and • a failure of suppliers, subcontractors, or joint venture partners to perform their contractual obligations.
Risks Related to Our Operations • We may lose money on fixed-price contracts. • Our failure to timely deliver our backlog could affect future sales, profitability, and customer relationships. • We face risks relating to 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, including as a result of cyber-attacks, could adversely impact our business and results of operations. • Pirates and maritime conflicts endanger our maritime employees and assets. • New capital asset construction projects for vessels and manufacturing facilities are subject to risks, including delays and cost overruns.
Risks Related to Our Operations • We may lose money on fixed-price contracts. • Our failure to timely deliver our backlog could affect future sales, profitability, and customer relationships. • We face risks relating to 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, including as a result of cyber-attacks, could adversely impact our business and results of operations. • Pirates and maritime conflicts endanger our maritime employees and assets. • Capital asset construction projects for vessels and manufacturing facilities are subject to risks, including delays and cost overruns.
Third parties are also involved in helping us collect, process and maintain aspects of our Confidential Information. The security and privacy measures implemented by third parties on whom we rely for internal and external operations may not be sufficient to identify or prevent cyber-attacks, and 26 any such attacks may have a material adverse effect on our business.
Third parties are also involved in helping us collect, process, and maintain aspects of our Confidential Information. The security and privacy measures implemented by third parties on whom we rely for internal and external operations may not be sufficient to identify or prevent cyber-attacks, and any such attacks may have a material adverse effect on our business.
Because we are a U.K. incorporated entity, we would be considered a foreign corporation (and, therefore, a non-U.S. tax 31 resident) under these rules. Section 7874 of the Code (“Section 7874”) provides an exception under which a foreign incorporated entity may, in certain circumstances, be treated as a domestic corporation for U.S. federal income tax purposes.
Because we are a U.K. incorporated entity, we would be considered a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Code (“Section 7874”) provides an exception under which a foreign incorporated entity may, in certain circumstances, be treated as a domestic corporation for U.S. federal income tax purposes.
The directors may also decide to pay interim dividends if it appears to them that the profits available for distribution justify such payment. When recommending or declaring payment of a 29 dividend, the directors are required under English law to comply with their duties, including considering our future financial requirements.
The directors may also decide to pay interim dividends if it appears to them that the profits available for distribution justify such payment. When recommending or declaring payment of a dividend, the directors are required under English law to comply with their duties, including considering our future financial requirements.
These contracts may contain clauses related to liquidated damages or 25 financial incentives regarding on-time delivery, and a failure by us to deliver in accordance with customer expectations could subject us to liquidated damages or loss of financial incentives, reduce our margins on these contracts, or result in damage to existing customer relationships.
These contracts may contain clauses related to liquidated damages or financial incentives regarding on-time delivery, and a failure by us to deliver in accordance with customer expectations could subject us to liquidated damages or loss of financial incentives, reduce our margins on these contracts, or result in damage to existing customer relationships.
Pursuant to the terms of fixed-price contracts, we are not always able to increase the price of the contract to reflect factors that were unforeseen at the time our bid was submitted, and this risk may be heightened for projects with longer terms.
Pursuant to the terms of fixed-price contracts, we are not always able to increase the price of the contract to reflect factors that were unforeseen at the time our bid was submitted, and this risk may be heightened for projects with 24 longer terms.
Violations of anti-corruption laws and economic and trade sanctions are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts), and revocations or restrictions of licenses, as well as criminal fines and imprisonment.
Violations of anti-corruption laws and economic and trade sanctions are punishable by civil penalties, 27 including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts), and revocations or restrictions of licenses, as well as criminal fines and imprisonment.
The occurrence of any such violation could subject us to penalties and material adverse consequences on our business, financial condition, results of operations, or cash flows. 28 Compliance with environmental and climate change-related laws and regulations may adversely affect our business and results of operations.
The occurrence of any such violation could subject us to penalties and material adverse consequences on our business, financial condition, results of operations, or cash flows. Compliance with environmental and climate change-related laws and regulations may adversely affect our business and results of operations.
Uninsured claims and litigation against us, including product liability and personal injury claims and intellectual property litigation, could adversely impact our financial condition, results of operations, or cash flows. We could be impacted by the outcome of pending litigation, as well as unexpected litigation or proceedings.
Uninsured claims and litigation against us, including product liability and personal injury claims and intellectual property litigation, could adversely impact our financial condition, results of operations, or cash flows. 28 We could be impacted by the outcome of pending litigation, as well as unexpected litigation or proceedings.
The oil and natural gas market remains quite volatile, and price recovery and business activity levels are dependent on variables beyond 20 our control, such as geopolitical stability, increasing attention to global climate change resulting in pressure upon shareholders, financial institutions and/or financial markets to modify their relationships with oil and natural gas companies and to limit investments and/or funding to such companies, increasing likelihood of governmental regulations, enforcement, and investigations and private litigation due to increasing attention to global climate change, OPEC+’s actions to regulate its production capacity, changes in demand patterns, and international sanctions and tariffs.
The oil and natural gas market remains quite volatile, and price recovery and business activity levels are dependent on variables beyond our control, such as geopolitical stability, increasing attention to global climate change resulting in pressure upon shareholders, financial institutions and/or financial markets to modify their relationships with oil and natural gas companies and to limit investments and/or funding to such companies, increasing likelihood of governmental regulations, enforcement, and investigations and private litigation due to increasing attention to global climate change, OPEC+’s actions to regulate its production capacity, changes in demand patterns, and international 19 sanctions and tariffs.
As a result, numerous laws, regulations, and proposals have been made and are likely to continue to be made at the international, national, regional, and state levels of government to monitor and limit emissions of carbon dioxide, methane, and other “greenhouse gases” (“GHGs”).
As a result, numerous laws, regulations, and proposals have been made and are likely to continue to be made at the international, national, regional, and state levels of government to monitor and limit emissions of carbon dioxide, methane, and other “greenhouse gases”.
If any of these events occurs, we may be unable to 21 meet evolving industry requirements or do so at prices acceptable to our customers, which could adversely affect our financial condition, results of operations, or cash flows.
If any of these events occurs, we may be unable to meet evolving industry requirements or do so at prices acceptable to our customers, which could adversely affect our financial condition, results of operations, or cash flows.
The following risk factors should be read in conjunction with discussions of our business and the factors affecting our business located elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC.
The following risk factors should be read in conjunction with discussions of our business and 17 the factors affecting our business located elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC.
Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, and any failure, or perceived failure, to comply with or advance certain ESG initiatives (including the timeline and manner in which we complete such initiatives) may result in various adverse impacts, including reputational damage or, investor or regulator engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary.
Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, and any failure, or perceived failure, to comply with or advance certain sustainability initiatives (including the timeline and manner in which we complete such initiatives) may result in various adverse impacts, including reputational damage or, investor or regulator engagement on our sustainability initiatives and disclosures, even if such initiatives are currently voluntary.
To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. We also expect there to be increasing ESG-related regulations, disclosure-related and otherwise, which could magnify any of the risks identified in this risk factor.
To the extent sustainability matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. We also expect there to be increasing sustainability-related regulations, disclosure-related and otherwise, which could magnify any of the risks identified in this risk factor.
We are likely to be required to expend significant capital and other resources to ensure ongoing compliance with the GDPR, UK GDPR and other applicable data protection legislation, and we may be required to put in place additional control mechanisms which could be onerous and adversely affect our business, financial condition, results of operations, or cash flows.
We are likely to be required to expend significant capital and other resources to ensure ongoing compliance with GDPR and other applicable data protection legislation, and we may be required to put in place additional control mechanisms which could be onerous and adversely affect our business, financial condition, results of operations, or cash flows.
Adverse weather conditions, such as tropical storms in the Gulf of Mexico or Indo-Pacific or extreme winter conditions in Canada, and the North Sea, may interrupt or curtail our operations, or our customers’ operations, cause supply disruptions or loss of productivity, and may result in a loss of revenue or damage to our equipment and facilities, which may or may not be insured.
Adverse weather conditions, such as tropical storms in the Gulf of America or Indo-Pacific or extreme winter conditions in Canada, and the North Sea, may interrupt or curtail our operations, or our customers’ operations, cause supply disruptions or loss of productivity, and may result in a loss of revenue or damage to our equipment and facilities, which may or may not be insured.
Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.
Both advocates and opponents to certain sustainability matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.
We are continuously subject to cyber-attacks, including phishing, malware, ransomware, and other security incidents, and expect attacks and other incidents in the future. No attack or incident has had a material adverse effect on our business; however, this may not be the case with future attacks.
We are continuously subject to cyber-attacks, including phishing/social engineering, malware, ransomware, and other security incidents, and expect attacks and other incidents in the future. No attack or incident has had a material adverse effect on our business; however, this may not be the case with future attacks.
In the event the scope of these laws and regulations expand in the future, or we introduce new features in our products and services, such as AI, that subject us to new and evolving laws and regulations, the incremental cost of compliance could adversely impact our financial condition, results of operations, or cash flows.
In the event the scope of these laws and regulations expands in the future, or we introduce new features in our products and services, such as AI, that subject us to new and evolving laws and regulations, the incremental cost of compliance could adversely impact our financial condition, results of operations, or cash flows.
Because significant portions of our revenue and expenses are denominated in currencies other than our reporting currency, the U.S. dollar, changes in exchange rates will produce fluctuations in our revenue, costs, and earnings, and may also affect the book value of our assets and liabilities and related equity.
Significant portions of our revenue and expenses are denominated in currencies other than our reporting currency, the U.S. dollar; therefore, changes in exchange rates will produce fluctuations in our revenue, costs, and earnings, and may also affect the book value of our assets and liabilities and related equity.
Bribery Act of 2010 (the “Bribery Act”), the anti-corruption provisions of French law n° 2016-1691 dated December 9, 2016 relating to Transparency, Anti-corruption and Modernization of the Business Practice, the Brazilian law nº 12,846/13, or the Brazilian Anti-Bribery Act (also known as the Brazilian Clean Company Act), and economic and trade sanctions, including those administered by the United Nations, the European Union, the Office of Foreign Assets Control of the U.S.
Bribery Act of 2010 (the “Bribery Act”), the anti-corruption provisions of French law n° 2016-1691 dated December 9, 2016 relating to Transparency, Anti-corruption and Modernization of the Business Practice, the Brazilian law nº 12,846/13, or the Brazilian Anti-Bribery Act (also known as the Brazilian Clean Company Act), and economic and trade sanctions, including those administered by the United Nations, the EU, the Office of Foreign Assets Control of the U.S.
New technologies, services or standards could render some of our products and services obsolete, which could reduce our competitiveness and have a material adverse impact on our business, financial condition, cash flows and results of operation. Additionally, we are exploring opportunities in greenhouse gas removal, offshore floating renewables (wind, wave and tidal energy), and hydrogen.
New technologies, services, or standards could render some of our products and services obsolete, which could reduce our competitiveness and have a material adverse impact on our business, financial condition, cash flows, and results of operation. Additionally, we are exploring opportunities in GHG removal, offshore floating renewables (wind, wave and tidal energy), and hydrogen.
The increasing attention and pressure from the shareholders, financial institutions and/or financial markets could also increase the likelihood of governmental investigations and private litigation. Additionally, certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions.
The increasing attention and pressure from the shareholders, financial institutions and/or financial markets could also increase the likelihood of governmental investigations and private litigation. 23 Additionally, certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ sustainability profiles in making investment or voting decisions.
Accordingly, our IT Systems, Confidential Information, and physical assets are vulnerable to compromise and damage from such attacks, as well as from natural disasters, failures or security vulnerabilities in hardware or software, power fluctuations, unauthorized access to data and systems, theft, loss or destruction of data (including confidential customer, employee or contractor information), human error, and other similar disruptions.
Accordingly, our IT Systems and Confidential Information are vulnerable to compromise and damage from such attacks, as well as from natural disasters, failures, or security vulnerabilities in 25 hardware or software, power fluctuations, unauthorized access to data and systems, theft, loss or destruction of data (including confidential customer, employee or contractor information or other Confidential Information), human error, and other similar disruptions.
Unfavorable ESG ratings could lead to increased negative investor sentiment towards us or our industry, which could negatively impact our share price as well as our access to and cost of capital.
Unfavorable sustainability ratings could lead to increased negative investor sentiment towards us or our industry, which could negatively impact our share price as well as our access to and cost of capital.
Further changes, including with retroactive effect, in the tax laws of the United States (such as the recent United States Inflation Reduction Act which, among other changes, introduced a 15 percent corporate 32 minimum tax on certain United States corporations and a 1 percent excise tax on certain stock redemptions by United States corporations, which the U.S.
Further changes, including with retroactive effect, in the tax laws of the United States (such as the recent United States Inflation Reduction Act which, among other changes, introduced a 15 percent corporate minimum tax on certain United States corporations and a one percent excise tax on certain stock redemptions by United States corporations, which the U.S.
We are exploring investments in energy transition, and uncertainties with respect to these markets may adversely affect our business. Uncertainties with respect to the energy transition may adversely affect our business. As a result of our evolution in the renewable energies arena, we are exploring opportunities in greenhouse gas removal, offshore floating renewables, and hydrogen.
We are exploring investments in energy transition, and uncertainties with respect to these markets may adversely affect our business. Uncertainties with respect to the energy transition may adversely affect our business. As a result of our evolution in the renewable energies arena, we are exploring opportunities in GHG removal, offshore floating renewables, and hydrogen.
Such existing or future laws, regulations, and proposals concerning the release of GHGs or that concern climate change (including laws, regulations, and proposals that seek to mitigate the effects of climate change) may adversely impact demand for the equipment, systems and services we design, market and sell.
Such existing or future laws, regulations, and proposals concerning the release of GHGs or that concern climate change (including laws, regulations, and proposals that seek to mitigate the effects of climate change) may require additional costs and may adversely impact demand for the equipment, systems, and services we design, market, and sell.
Treasury indicated may also apply to certain stock redemptions by a foreign corporation funded by certain United States affiliates), the United Kingdom, the European Union, or other countries in which we and our affiliates do business could adversely affect us. We may not qualify for benefits under tax treaties entered into between the United Kingdom and other countries.
Treasury indicated may also apply to certain stock redemptions by a foreign corporation funded by certain United States affiliates), the United Kingdom, the EU, or other countries in which we and our affiliates do business could adversely affect us. 31 We may not qualify for benefits under tax treaties entered into between the United Kingdom and other countries.
For example, because of Brexit, we may lose some or all of the benefits of tax treaties between the United States and the remaining members of the European Union, and face higher tax liabilities, which may be significant.
For example, because of Brexit, we may lose some or all of the benefits of tax treaties between the United States and the remaining members of the EU, and face higher tax liabilities, which may be significant.
If the demand for alternative and renewable energy sources fails to grow sufficiently, if new geopolitical, legislative or regulatory initiatives emerge and governments around the world reduce subsidies and economic incentives on renewable energy projects, or if market opportunities manifest themselves in areas that we do not focus on, our New Energy business may not succeed.
If the demand for alternative and renewable energy sources fails to grow sufficiently or favors sources for technologies different from our offerings, if new geopolitical, legislative or regulatory initiatives emerge and governments around the world reduce subsidies and economic incentives on alternative or renewable energy projects, or if market opportunities manifest themselves in areas that we do not focus on, our New Energy business may not succeed.
While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) or commitments to improve the ESG profile of our company and/or products or respond to stakeholder concerns, such initiatives or achievements of such commitments may be costly and may not have the desired effect.
While we at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the sustainability profile of our company and/or products or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect.
These factors include, but are not limited to, the following: • nationalization and expropriation; • potentially burdensome taxation; • inflationary and recessionary markets, including capital and equity markets; • volatility in economic conditions including tightening of credit markets, inflation, rising interest rates, and currency exchange rate fluctuations and devaluations; • civil unrest, labor issues, political instability, disease outbreaks, terrorist attacks, cyber terrorism, military activity, and wars, including the continued conflict between Russia and Ukraine and Hamas and Israel; • public health crisis such as the COVID-19 pandemic; • increasing attention to global climate change resulting in pressure from shareholders, financial institutions and/or financial markets; • supply disruptions in key oil producing countries; • the ability of OPEC+ to set and maintain production levels and pricing; • trade restrictions, trade protection measures, price controls, or trade disputes; • sanctions, such as prohibitions or restrictions by the United States against countries that are the targets of economic sanctions, or are designated as state sponsors of terrorism; • foreign ownership restrictions; • import or export licensing requirements; • restrictions on operations, trade practices, trade partners (including as a result of the United Kingdom’s withdrawal from the European Union), and investment decisions resulting from domestic and foreign laws, and regulations; • regime changes; • changes in, and the administration of, treaties, laws, and regulations including in response to public health issues; • inability to repatriate income or capital; • reductions in the availability of qualified personnel; • foreign currency fluctuations or currency restrictions; and • fluctuations in the interest rate component of forward foreign currency rates. 22 DTC may cease to act as the depository and clearing agency for our shares.
These factors include, but are not limited to, the following: • nationalization and expropriation; • potentially burdensome taxation; • inflationary and recessionary markets, including capital and equity markets; • volatility in economic conditions including tightening of credit markets, inflation, rising interest rates, and currency exchange rate fluctuations and devaluations; • civil unrest, labor issues, political instability, disease outbreaks, terrorist attacks, cyber terrorism, military activity, and wars, including the continued conflict between Russia and Ukraine and Hamas and Israel; • public health crisis such as the COVID-19 pandemic; • increasing attention to global climate change resulting in pressure from shareholders, financial institutions and/or financial markets; • supply disruptions in key oil producing countries; • the ability of OPEC+ to set and maintain production levels and pricing; • trade restrictions, trade protection measures, price controls, or trade disputes; • sanctions, such as prohibitions or restrictions by the United States against countries that are the targets of economic sanctions, or are designated as state sponsors of terrorism; • foreign ownership restrictions; • import or export licensing requirements; • restrictions on operations, trade practices, trade partners, and investment decisions resulting from domestic and foreign laws and regulations; • regime changes; • changes in, and the administration of, treaties, laws, and regulations including in response to public health issues; • inability to repatriate income or capital; • reductions in the availability of qualified personnel; • foreign currency fluctuations or currency restrictions; and • fluctuations in the interest rate component of forward foreign currency rates.
For more 24 information, see our risk factor titled “Compliance with environmental and climate change-related laws and regulations may adversely affect our business and results of operations.” Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters.
For more information, see our risk factor titled “Compliance with environmental and climate change-related laws and regulations may adversely affect our business and results of operations.” Simultaneously, there are efforts by some stakeholders, including some policymakers, to reduce companies’ efforts on certain sustainability-related matters.
Since we are subject to the supervision of relevant data protection authorities under both the EU GDPR and the UK GDPR, we could be fined under each of those regimes independently in respect of the same breach.
Since we are subject to the supervision of relevant data protection authorities under multiple legal regimes (including under both the EU GDPR and the UK GDPR), we could be fined under those regimes independently in respect of the same breach.
Risks Related to Legal Proceedings, Tax, and Regulatory Matters • The industries in which we operate or have operated expose us to potential liabilities, including the installation or use of our products, which may not be covered by insurance or may be in excess of policy limits, or for which expected recoveries may not be realized. • Our operations require us to comply with existing and future laws and regulations, including laws and regulations related to environment, climate change and greenhouse gas emissions, privacy, data protection, and data security, violations of which could have a material adverse effect on our financial condition, results of operations, or cash flows. 19 • As an English public limited company, we must meet certain additional financial requirements before we may declare dividends or repurchase shares and certain capital structure decisions may require stockholder approval which may limit our flexibility to manage our capital structure. • Uninsured claims and litigation against us could adversely impact our financial condition, results of operations, or cash flows. • We are subject to compliance risk with tax laws of numerous jurisdictions, and challenges to our interpretation of, or future changes to, tax laws could adversely affect us.
Risks Related to Legal Proceedings, Tax, and Regulatory Matters • The industries in which we operate or have operated expose us to potential liabilities, including the installation or use of our products, which may not be covered by insurance or may be in excess of policy limits, or for which expected recoveries may not be realized. • Our operations require us to comply with existing and future laws and regulations, including laws and regulations related to environment, climate change and GHG emissions, privacy, data protection, and data security, violations of which could have a material adverse effect on our financial condition, results of operations, or cash flows. • Uninsured claims and litigation against us could adversely impact our financial condition, results of operations, or cash flows. • As an English public limited company, we must meet certain additional financial requirements before we may declare dividends or repurchase shares and certain capital structure decisions may require stockholder approval which may limit our flexibility to manage our capital structure. • We are subject to compliance risk with tax laws of numerous jurisdictions, and challenges to our interpretation of, or future changes to, tax laws could adversely affect us. 18 • Significant changes or developments in U.S. trade policies, including tariffs, and the reactions of other countries thereto may adversely affect us.
Risks Related to Our Business and Industry • Demand for our products and services depends on oil and natural gas industry activity and expenditure levels and the demand for and price of oil and natural gas. • Competition and unanticipated changes relating to competitive factors in our industry, including ongoing industry consolidation, may impact our results of operations. • Our success depends on our ability to develop, implement, and protect new technologies and services and intellectual property related thereto. • Cumulative loss of several major contracts, customers, or alliances may have an adverse effect on us, and the credit and commercial terms of certain contracts may subject us to further risks. • Disruptions in the political, regulatory, economic, and social conditions or public health crises in the countries in which we conduct business, could adversely affect our business or results of operations. • The Depository Trust Company (“DTC”) may cease to act as a depository and clearing agency for our shares. • Our existing and future debt may limit cash flows available to our operations and to service our outstanding debt, and the restrictive covenants thereof may restrict our ability to take certain corporate actions. • Our acquisition and divestiture activities involve substantial risks. • Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely affect our business. • Uncertainties with respect to the energy transition may adversely affect our business.
Risks Related to Our Business and Industry • Demand for our products and services depends on oil and natural gas industry activity and expenditure levels and the demand for and price of oil and natural gas. • Competition and unanticipated changes relating to competitive factors in our industry, including ongoing industry consolidation, may impact our results of operations. • Our success depends on our ability to develop, implement, and protect new technologies and services and intellectual property related thereto. • Cumulative loss of several major contracts, customers, or alliances may have an adverse effect on us, and the credit and commercial terms of certain contracts may subject us to further risks. • Disruptions in the political, regulatory, economic, and social conditions or public health crises in the countries in which we conduct business, could adversely affect our business or results of operations. • Unexpected geopolitical events, armed conflicts and terrorism threats could adversely impact our operations. • The Depository Trust Company (“DTC”) may cease to act as a depository and clearing agency for our shares. • Our existing and future debt may limit cash flows available to our operations and to service our outstanding debt. • A downgrade in our debt rating could restrict our ability to access financing. • Our acquisition and divestiture activities involve substantial risks. • Increasing scrutiny and expectations regarding sustainability matters could result in additional costs or risks or otherwise adversely affect our business. • Uncertainties with respect to the energy transition may adversely affect our business.
In addition, we may also face regulatory investigations and enforcement action, reputational damage, orders to cease/change our data processing activities, enforcement notices, assessment notices (for a compulsory audit), and/or civil claims including representative actions and other class action type litigation, potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.
In addition to fines, a breach of data protection laws may result in regulatory investigations and enforcement action, reputational damage, orders to cease/change our data processing activities, enforcement notices, assessment notices (for a compulsory audit), and/or civil claims including representative actions and other class action type litigation, potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.
The efficient and successful operation of our business is dependent on the security and integrity of our physical assets and computing hardware, software, technology infrastructure, online sites and networks (collectively, “IT Systems”), and data about customers, employees and others, including personal information and proprietary business data (collectively, “Confidential Information”) that we process and maintain.
The efficient and successful operation of our business is dependent on the security and integrity of our physical assets and computing hardware, software, technology infrastructure, online sites and networks (as well as those provided by third parties) (collectively, “IT Systems”), and data about customers, employees and others, including personal information and proprietary business data (collectively, “Confidential Information”) that we process and maintain.
Increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that increase variation from normal weather patterns, such as increased frequency and severity of storms, floods, droughts, and other climatic events, as well as longer-term climatic changes, such as shifting temperature and precipitation patterns, which could further impact our operations.
Increasing concentrations of GHGs in the Earth’s atmosphere are expected to produce climate changes that increase variation from normal weather patterns, such as increased frequency and severity of storms, floods, droughts, and other climatic events, as well as longer-term climatic changes, such as shifting temperature and precipitation patterns, which could further impact our operations.
We hedge transaction impacts on margins and earnings where a transaction is not in the functional currency of the business unit, but we do not hedge translation impacts on earnings. Our efforts to minimize our currency exposure through such hedging transactions may not be successful depending on market and business conditions.
We hedge transaction impacts on cash flow and earnings where a transaction is not in the functional currency of the operating business unit, but we do not hedge translation impacts on earnings. Our efforts to minimize our currency exposure through such hedging transactions may be impeded by market and business conditions.
The letters of credit would 34 reduce availability under our credit facility. Furthermore, under standard terms in the surety market, sureties issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing any bonds.
Furthermore, under standard terms in the surety market, sureties issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing any bonds.
Hybrid working arrangements also present increased cybersecurity risks due to the prevalence of social engineering and other attacks in relation to non-corporate and home workers.
Hybrid working arrangements also present increased cybersecurity risks due to the prevalence of social engineering and other attacks in relation to remote working arrangements.
There has been increasing attention from stakeholders, investors, customers, regulators on renewable energy and ESG practices and disclosures, including practices and disclosures related to greenhouse gases and climate change, and diversity and inclusion initiatives and governance standards.
There has been ongoing attention from stakeholders, investors, customers, regulators on renewable energy, and sustainability practices and disclosures, including practices and disclosures related to GHGs and climate change, and diversity and inclusion initiatives and governance standards.
For example, oil and natural gas exploration and production may decline as a result of such laws, regulations, and proposals, and as a consequence, demand for our equipment, systems and services may also decline.
For example, oil and natural gas exploration and production may decline as a result of such laws, regulations, and proposals, or any policies aimed at directly curtailing such exploration and production, and as a consequence, demand for our equipment, systems, and services may also decline.
Additionally, any indemnity from Technip Energies may not be sufficient to insure us against the full amount of liabilities for which we are responsible, and Technip Energies may not be able to satisfy its indemnification obligations in the future. Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely affect our business.
Similarly, our counterparty may not be able to satisfy their indemnification obligations to us, or their indemnity may not be sufficient to insure us against the full amount of liabilities for which we are responsible. Increasing scrutiny and expectations regarding sustainability matters could result in additional costs or risks or otherwise adversely affect our business.
The loss of qualified employees or failure to recruit, retain and motivate additional highly skilled employees required for the operation and expansion of our business could hinder our operation and expansion, as well as our ability to successfully conduct research activities and develop marketable products and services. 33 Seasonal, weather, and other climatic conditions could adversely affect demand for our services and operations.
The loss of qualified employees or failure to recruit, retain, and motivate additional highly skilled employees required for the operation and expansion of our business could hinder our operation and expansion, as well as our ability to successfully conduct research activities and develop marketable products and services.
From time to time, we carry out capital asset construction projects to maintain, upgrade, and develop our asset base, and such projects are subject to risks of delay and cost overruns that are inherent in any large construction project, resulting from numerous factors including, but not limited to, the following: • shortages of key equipment, materials or skilled labor; • inflation, including rising costs of labor; • delays in the delivery of ordered materials and equipment; • design and engineering issues; and • shipyard delays and performance issues.
Capital asset construction projects for vessels and manufacturing facilities are subject to risks, including delays and cost overruns, which could have a material adverse effect on our financial condition, or results of operations. 26 From time to time, we carry out capital asset construction projects to maintain, upgrade, and develop our asset base, and such projects are subject to risks of delay and cost overruns that are inherent in any large construction project, resulting from numerous factors including, but not limited to, the following: • shortages of key equipment, materials, or skilled labor; • inflation, including rising costs of labor; • delays in the delivery of ordered materials and equipment; • design and engineering issues; and • shipyard delays and performance issues.
Due to the types of contracts we enter into and the markets in which we operate, the cumulative loss of several major contracts, customers, or alliances may have an adverse effect on our results of operations, and the credit and commercial terms of certain contracts may subject us to further risks.
Due to the types of contracts we enter into and the markets in which we operate, the cumulative loss of several major contracts, customers, or alliances may have an adverse effect on our results of operations, and the credit and commercial terms of certain contracts may subject us to further risks. 20 We often enter into large, long-term contracts that, collectively, represent a significant portion of our revenue.
Further, we are required to measure each plan’s assets and its obligations that determine its funded status as of the date of the consolidated balance sheet. Each defined benefit pension plan’s assets are invested in different asset classes and their value may fluctuate in accordance with market conditions.
Further, we are required to measure each plan’s assets and its obligations that determine its funded status as of the date of the consolidated balance sheet. The assets of each defined benefit pension plan are allocated across asset classes under professional advisement and subject to the plan’s own investment policy. Their value may fluctuate in accordance with market conditions.
Our insurance coverage may not cover all of the costs and liabilities we incur as the result of these events, and if our business continuity and/or disaster recovery plans do not effectively and timely resolve issues resulting from a cyber-attack, we may suffer material adverse effects on our business. Pirates and maritime conflicts endanger our maritime employees and assets.
Our insurance coverage may not cover all of the costs and liabilities we incur as the result of these events or be available in the future on economic terms or at all, and if our business continuity and/or disaster recovery plans do not effectively and timely resolve issues resulting from a cyber-attack, we may suffer material adverse effects on our business.
The failure of our or others’ security controls and measures to prevent, detect, contain or remediate cyberattacks or other significant security incidents could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential and proprietary information, including personal data, litigation or regulatory investigations, actions and fines included for a breach of data protection laws, reputational harm, increased overhead costs including due to compliance requirements, and loss of important information, which could have a material adverse effect on our business and results of operations.
The failure of our or others’ security controls and measures to prevent, detect, contain, or remediate cyberattacks or other significant security incidents could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential and proprietary information, including personal data and loss of important information, which could have a material adverse effect on our business and results of operations and cause reputational harm.
If regulators start to enforce the strict approach to opt-in consent for all but essential use cases, as seen in recent guidance and decisions, this could lead to substantial costs, require significant systems changes.
If the trend of increasing enforcement by regulators of the strict approach to opt-in consent for all but essential use cases, as seen in recent guidance and decisions continues, this could lead to additional costs, require significant systems changes.
Our existing and future debt may limit cash flows available to invest in the ongoing needs of our business and could prevent us from fulfilling our obligations under our outstanding debt. We have substantial existing debt. As of December 31, 2023, our total debt was $1.1 billion.
Our existing and future debt may limit cash flows available to invest in the ongoing needs of our business and could prevent us from fulfilling our obligations under our outstanding debt. As of December 31, 2024, our total debt was $0.9 billion. We also have the capacity under our Credit Agreement to incur additional debt.
If a license were not available, or we are not able to develop alternative technologies, we might not be able to continue providing a particular service or product, which could adversely affect our financial condition, results of operations, or cash flows. We are subject to governmental regulation and other legal obligations related to privacy, data protection, and data security.
If a license were not available, or we are not able to develop alternative technologies, we might not be able to continue providing a particular service or product, which could adversely affect our financial condition, results of operations, or cash flows.
If our maritime employees or assets are endangered, additional time may be required to find an alternative solution, which may delay project realization and negatively impact our business, financial condition, or results of operations.
Such risks have the potential to significantly harm our crews and to negatively impact the execution schedule for our projects. If our maritime employees or assets are endangered, additional time may be required to find an alternative solution, which may delay project realization and negatively impact our business, financial condition, or results of operations.
We are subject to international data protection laws, such as the General Data Protection Regulation 2016/679, or GDPR, in the European Economic Area, or EEA, the UK General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”), certain U.S. state regulations, and the Lei Geral de Proteção de Dados (“LGPD”) in Brazil.
We are subject to international data protection laws, such as the European Union General Data Protection Regulation 2016/679 (“EU GDPR”) and its implementing legislation, the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”), certain U.S. state regulations, and the Lei 29 Geral de Proteção de Dados (“LGPD”) in Brazil.
We depend on key personnel. The loss of any key personnel could adversely impact our business if we are unable to implement key strategies or transactions in their absence.
General Risk Factors Our businesses are dependent on the continuing services of our key managers and employees. We depend on key personnel. The loss of any key personnel could adversely impact our business if we are unable to implement key strategies or transactions in their absence.
Additionally, capital expenditures for construction projects could materially exceed the initially planned investments, or there could be delays in putting such assets into operation. 27 Risks Related to Legal Proceedings, Tax and Regulatory Matters The industries in which we operate or have operated expose us to potential liabilities, including as a result of the installation or use of our products, which may not be covered by insurance or may be in excess of policy limits, or for which expected recoveries may not be realized.
Risks Related to Legal Proceedings, Tax and Regulatory Matters The industries in which we operate or have operated expose us to potential liabilities, including as a result of the installation or use of our products, which may not be covered by insurance or may be in excess of policy limits, or for which expected recoveries may not be realized.
Currency exchange rate fluctuations could adversely affect our financial condition, results of operations, or cash flows. We conduct operations around the world in many different currencies.
Any of these events or outcomes could have a material adverse effect on our business, financial condition, cash flows, or results of operations. Currency exchange rate fluctuations could adversely affect our financial condition, results of operations, or cash flows. We conduct operations around the world in many different currencies.
We are also subject to evolving EU and UK privacy laws on cookies, tracking technologies, and e-marketing.
We are also subject to evolving EU and UK privacy laws on cookies, tracking technologies, and e-marketing. Recent European court and regulator decisions are driving increased attention to cookies and tracking technologies.
A failure to maintain exclusive tax residency in the United Kingdom could result in adverse tax consequences to us and our subsidiaries and could result in certain adverse changes in the tax consequences of owning and disposing of our shares. General Risk Factors Our businesses are dependent on the continuing services of our key managers and employees.
A failure to maintain exclusive tax residency in the United Kingdom could result in adverse tax consequences to us and our subsidiaries and could result in certain adverse changes in the tax consequences of owning and disposing of our shares.
We often enter into large, long-term contracts that, collectively, represent a significant portion of our revenue. These agreements, if terminated or breached, may have a larger impact on our operating results or our financial condition than shorter-term contracts due to the value at risk.
These agreements, if terminated or breached, may have a larger impact on our operating results or our financial condition than shorter-term contracts due to the value at risk.
Moreover, our ability to hedge certain currencies in which we conduct operations, specifically currencies in countries such as Angola, Nigeria, and Argentina, may be limited; therefore, we may be subject to increased foreign currency exposures. As a result, fluctuations in foreign currency exchange rates may adversely affect our financial condition, results of operations, or cash flows.
Moreover, our ability to hedge certain currencies in which we conduct operations, specifically currencies in countries such as Angola, Nigeria, and Argentina, may be limited; therefore, we may be subject to increased foreign currency exposures.
In addition, we may commit to certain initiatives or goals, and we may not ultimately be able to achieve such commitments or goals, either on the timeframes or costs initially anticipated or at all, due to factors that are within or outside of our control.
For example, we may ultimately be unable to achieve our goals, either on the timeframes or costs initially anticipated or at all, due to factors that are within or outside of our control.
Any failure to pay dividends or repurchase shares of our ordinary shares could negatively impact our reputation, harm investor confidence in us, and cause the market price of our ordinary shares to decline.
Any failure to pay dividends or repurchase shares of our ordinary shares could negatively impact our reputation, harm investor confidence in us, and cause the market price of our ordinary shares to decline. We are subject to governmental regulation and other legal obligations related to privacy, data protection, and data security.
We and our subsidiaries are subject to tax laws and regulations in the United Kingdom, the United States, France, and numerous other jurisdictions in which we and our subsidiaries operate.
We are subject to the tax laws of numerous jurisdictions; challenges to the interpretation of, or future changes to, such laws could adversely affect us. We and our subsidiaries are subject to tax laws and regulations in the United Kingdom, the United States, France, and numerous other jurisdictions in which we operate.
Environmental laws and regulations in various countries affect the equipment, systems, and services we design, market, and sell, as well as the facilities where we manufacture our equipment and systems, and any other operations we undertake.
Environmental laws and regulations in various countries affect the equipment, systems, and services we design, market, and sell, as well as the facilities where we manufacture our equipment and systems, and any other operations we undertake. These laws include those governing the discharge of materials into the environment or otherwise relating to environmental protection.
Our business may be materially affected by variation from normal weather patterns, such as cooler or warmer summers and winters.
Seasonal, weather, and other climatic conditions could adversely affect demand for our services and operations. Our business may be materially affected by variation from normal weather patterns, such as cooler or warmer summers and winters.
Significant physical effects of climate change could also have a direct effect on our operations and an indirect effect on our business by interrupting the operations of those with whom we do business. Any of these events or outcomes could have a material adverse effect on our business, financial condition, cash flows, or results of operations.
Significant physical effects of climate change could also have a direct effect on our operations and an indirect effect on our business by interrupting the operations of those with whom we do business and may also impact the cost or availability of insurance.
In addition, our financial results, our substantial indebtedness and our credit ratings could adversely affect the availability and terms of our financing. 23 Our acquisition and divestiture activities involve substantial risks. We have made and expect to continue to pursue acquisitions, dispositions, or other investments that may strategically fit our business and/or growth objectives.
Our acquisition and divestiture activities involve substantial risks. We have made and expect to continue to pursue acquisitions, dispositions, or other investments that may strategically fit our business and/or growth objectives.
Violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies, as well as civil claims including class actions, and reputational damage.
Violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies, as well as civil claims including class actions, and reputational damage. Failure to comply with the requirements of the data protection laws like GDPR could result in fines and/or other enforcement action for non-compliance.
Our shares were issued into the facilities of The Depository Trust Company (“DTC”) with respect to shares listed on the NYSE. DTC is a widely used mechanism that allows for rapid electronic transfers of securities between the participants in their respective systems, which include many large banks and brokerage firms.
DTC is a widely used mechanism that allows for rapid electronic transfers of securities between the participants in their respective systems, which include many large banks and brokerage firms. DTC has general discretion to cease to act as the depository and clearing agency for our shares.
Moreover, the U.S. government, and other jurisdictions in which we do business, may enact significant changes to the taxation of business entities including, among others, the imposition of minimum taxes or surtaxes on certain types of income. The likelihood of these changes being enacted or implemented is unclear.
As a result, our financial condition, results of operations, or cash flows may be adversely affected. Moreover, the U.S. government, and other jurisdictions in which we do business, may enact significant changes to the taxation of business entities including, among others, the imposition of minimum taxes or surtaxes on certain types of income.
We face material piracy and maritime conflict risks in the Gulf of Guinea, the Somali Basin, the Gulf of Aden, and the Red Sea, and, to a lesser extent, in Southeast Asia, Malacca, and the Singapore Straits. Piracy represents a risk for both our projects and our vessels, which operate and transport through sensitive maritime areas.
Pirates and maritime conflicts endanger our maritime employees and assets. We face material piracy and maritime conflict risks in the Gulf of Guinea, the Somali Basin, the Gulf of Aden, and the Red Sea, and, to a lesser extent, in Southeast Asia, Malacca, and the Singapore Straits.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeKey elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, and services; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors.
Biggest changeKey elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, and services; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors. 34 We face continuing and ongoing material risks from cybersecurity threats, which the U.S.
The full Board also receives briefings from management on our cyber risk management program. Board members receive 35 presentations on cybersecurity topics from our CISO or external experts as part of the Board’s continuing education on topics that impact public companies.
The full Board also receives briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our CISO or external experts as part of the Board’s continuing education on topics that impact public companies.
Our ISSC also updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Board receives regular updates from the Audit Committee on cybersecurity risks, often with the participation of the Chief Information Security Officer (“CISO”) to report on our information security activities.
Our ISSC also updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential. The Board receives regular updates from the Audit Committee on cybersecurity risks, often with the participation of the Chief Information Security Officer (“CISO”) to report on our information security activities.
We face continuing and ongoing material risks from cybersecurity threats, which the U.S. Securities and Exchange Commission defines as any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.
Securities and Exchange Commission defines as any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table shows our principal real estate properties by reporting segment at December 31, 2023: Location Segment Africa Hassi Messaoud, Algeria Surface Lagos, Nigeria Subsea Lobito, Angola Subsea Luanda, Angola Subsea Malabo, Equatorial Guinea Subsea Port Harcourt, Nigeria Subsea Takoradi, Ghana Subsea Asia Hyderabad, India Subsea, Surface Jakarta, Indonesia Subsea, Surface Johor, Malaysia Subsea Kuala Lumpur, Malaysia Subsea Noida, India Subsea, Surface Nusajaya, Malaysia Subsea, Surface Singapore Subsea, Surface Australia Henderson, Australia Subsea Perth, Australia Subsea Europe Aberdeen, United Kingdom Subsea, Surface Aktau, Kazakhstan Subsea, Surface Arnhem, The Netherlands Surface Atyrau, Kazakhstan Subsea, Surface 36 Location Segment Bergen, Norway Subsea Courbevoie (Paris - La Défense), France Subsea Dunfermline, United Kingdom Subsea, Surface Ellerbek, Germany Surface Evanton, United Kingdom Subsea Horten, Norway Subsea Kongsberg, Norway Subsea, Surface Krakow, Poland Subsea Le Trait, France Subsea Lisbon, Portugal Subsea Lysaker, Norway Subsea Newcastle, United Kingdom Subsea Orkanger, Norway Subsea Sens, France Surface Stavanger, Norway Subsea, Surface Veenoord, Netherlands Surface Westhill, United Kingdom Subsea Middle East Abu Dhabi, United Arab Emirates Surface Dhahran, Saudi Arabia Surface Doha, Qatar Surface North America Brighton (Colorado), United States Surface Charleroi (Pennsylvania), United States Surface Davis (California), United States Subsea Erie (Pennsylvania), United States Surface Houston (Texas), United States Subsea, Surface Odessa (Texas), United States Surface San Antonio (Texas), United States Surface St.
Biggest changeThe following table shows our principal real estate properties by reporting segment at December 31, 2024: Location Segment Africa Hassi Messaoud, Algeria Surface Lagos, Nigeria Subsea Luanda, Angola Subsea Port Harcourt, Nigeria Subsea Takoradi, Ghana Subsea 35 Location Segment Asia Hyderabad, India Subsea, Surface Jakarta, Indonesia Subsea, Surface Johor, Malaysia Subsea Kuala Lumpur, Malaysia Subsea; Surface Noida, India Subsea, Surface Nusajaya, Malaysia Subsea Singapore Subsea, Surface Australia Henderson, Australia Subsea; Surface Perth, Australia Subsea Europe Aberdeen, United Kingdom Subsea, Surface Aktau, Kazakhstan Surface Arnhem, The Netherlands Surface Bergen, Norway Subsea Courbevoie (Paris - La Défense), France Subsea Dunfermline, United Kingdom Subsea, Surface Evanton, United Kingdom Subsea Horten, Norway Subsea Kongsberg, Norway Subsea, Surface Krakow, Poland Subsea Le Trait, France Subsea Lisbon, Portugal Subsea Lysaker, Norway Subsea Newcastle, United Kingdom Subsea Orkanger, Norway Subsea Sens, France Surface Stavanger, Norway Subsea, Surface Veenoord, Netherlands Surface Westhill, United Kingdom Subsea Middle East Abu Dhabi, United Arab Emirates Surface Dhahran, Saudi Arabia Surface Doha, Qatar Surface North America Charleroi (Pennsylvania), United States Surface Davis (California), United States Subsea Houston (Texas), United States Subsea, Surface Odessa (Texas), United States Surface San Antonio (Texas), United States Surface St.
John’s (Newfoundland), Canada Subsea Stephenville (Texas), United States Surface Theodore (Alabama), United States Subsea Veracruz, Mexico Surface South America Georgetown, Guyana Subsea Macaé, Brazil Subsea Neuquén, Argentina Surface Rio de Janeiro, Brazil Subsea, Surface São João da Barra, Brazil Subsea Vitória, Brazil Subsea Yopal, Colombia Surface 37 The following table shows marine vessels in which we held an interest or operated as of December 31, 2023: Vessel Name Vessel Type Special Equipment Deep Blue PLSV Reeled pipelay/flexible pipelay/umbilical systems Deep Energy PLSV Reeled pipelay/flexible pipelay/umbilical systems Deep Orient HCV Construction/installation systems North Sea Atlantic HCV Construction/installation systems Skandi Africa HCV Construction/installation systems Deep Arctic DSV/HCV Diver support systems Deep Discoverer DSV/HCV Diver support systems Deep Explorer DSV/HCV Diver support systems Skandi Vitória PLSV Flexible pipelay/umbilical systems Skandi Niterói PLSV Flexible pipelay/umbilical systems Coral do Atlantico PLSV Flexible pipelay/umbilical systems Deep Star PLSV Flexible pipelay/umbilical systems Skandi Açu PLSV Flexible pipelay/umbilical systems Skandi Búzios PLSV Flexible pipelay/umbilical systems Skandi Olinda PLSV Flexible pipelay/umbilical systems Skandi Recife PLSV Flexible pipelay/umbilical systems PLSV: Pipelay Support Vessel HCV: Heavy Duty Construction Vessel DSV: Diving Support Vessel
John’s (Newfoundland), Canada Subsea Stephenville (Texas), United States Surface Theodore (Alabama), United States Subsea Veracruz, Mexico Surface South America Georgetown, Guyana Subsea Macaé, Brazil Subsea 36 Location Segment Neuquén, Argentina Surface Rio de Janeiro, Brazil Subsea, Surface São João da Barra, Brazil Subsea Vitória, Brazil Subsea Yopal, Colombia Surface The following table shows marine vessels in which we held an interest or operated as of December 31, 2024: Vessel Name Vessel Type Special Equipment Deep Blue PLSV Reeled pipelay/flexible pipelay/umbilical systems Deep Energy PLSV Reeled pipelay/flexible pipelay/umbilical systems Deep Orient HCV Construction/installation systems Deep Star HCV Construction/installation systems North Sea Atlantic HCV Construction/installation systems Skandi Africa HCV Construction/installation systems Deep Arctic DSV/HCV Diver support systems Deep Discoverer DSV/HCV Diver support systems Deep Explorer DSV/HCV Diver support systems Skandi Vitória PLSV Flexible pipelay/umbilical systems Skandi Niterói PLSV Flexible pipelay/umbilical systems Coral do Atlantico PLSV Flexible pipelay/umbilical systems Skandi Açu PLSV Flexible pipelay/umbilical systems Skandi Búzios PLSV Flexible pipelay/umbilical systems Skandi Olinda PLSV Flexible pipelay/umbilical systems Skandi Recife PLSV Flexible pipelay/umbilical systems PLSV: Pipelay Support Vessel HCV: Heavy Duty Construction Vessel DSV: Diving Support Vessel

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in various 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.
Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in various 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 joint venture partners and can include claims related to payment of fees, service quality, and ownership arrangements, including certain put or call options.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe had no unregistered sales of equity securities during the year ended December 31, 2023. 38 Issuer Purchases of Equity Securities The following table summarizes repurchases of our ordinary shares during the three months ended December 31, 2023: ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs October 1, 2023—October 31, 2023 210,000 $ 21.44 210,000 25,334,002 November 1, 2023—November 30, 2023 1,529,005 $ 21.18 1,529,005 24,748,264 December 1, 2023—December 31, 2023 932,761 $ 19.42 932,761 24,561,303 Total 2,671,766 $ 20.59 2,671,766 24,561,303 ___________________ (a) On July 27, 2022, we announced a repurchase plan approved by our Board of Directors authorizing the repurchase of up to $400.0 million of our issued and outstanding ordinary shares through open market purchases.
Biggest changeIssuer Purchases of Equity Securities The following table summarizes repurchases of our ordinary shares during the three months ended December 31, 2024: ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (b) October 1, 2024 to October 31, 2024 380,200 $ 26.28 380,200 43,258,586 November 1, 2024 to November 30, 2024 1,384,200 $ 28.88 1,384,200 35,530,307 December 1, 2024 to December 31, 2024 644,500 $ 31.09 644,500 37,821,179 Total 2,408,900 $ 29.06 2,408,900 (a) In July 2023 and October 2024, the Board of Directors authorized additional share repurchases of up to $400 million and $1.0 billion, respectively.
The comparison assumes $100 was invested, including reinvestment of dividends, if any, in our ordinary shares on January 1, 2019 and in both of the indexes on the same date. The results shown in the graph below are not necessarily indicative of future performance.
The comparison assumes $100 was invested, in our ordinary shares and in both of the indexes on December 31, 2019 and includes reinvestment of dividends, if any, in the same security. The results shown in the graph below are not necessarily indicative of future performance.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our ordinary shares are listed on the NYSE and are traded under the symbol “FTI.” For information about dividends, see Note 17 “Stockholders’ Equity” to the Consolidated Financial Statements in Item 8.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our ordinary shares are listed on the NYSE and are traded under the symbol “FTI.” For information about dividends, see Note 17 “Stockholders’ Equity” to the Consolidated Financial Statements in Item 8. 37 We intend to pay dividends on a quarterly basis, subject to review and approval by our Board of Directors in its sole discretion.
As of February 22, 2024, according to data provided by our transfer agent, there were 3,524 shareholders of record. However, many of our shareholders hold their shares in "street name" by a nominee of Depository Trust Company, which is a single shareholder of record.
However, many of our shareholders hold their shares in "street name" by a nominee of Depository Trust Company, which is a single shareholder of record. We estimate that there were approximately 115,800 shareholders whose shares were held in “street name” by banks, brokers, or other financial institutions as of February 25, 2025.
For the three months ended December 31, 2023, we repurchased 2,671,766 shares for a total cost of $55.0 million at an average price of $20.59 per share. 39 Performance Graph The graph below compares the cumulative total shareholder return on our ordinary shares for the period from January 1, 2019 to December 31, 2023 with the Standard & Poor’s 500 Index (“S&P 500 Index”) and PHLX Oil Services Index.
(b) Based upon the remaining repurchase authority and the closing stock price as of the last trading date of the respective period. 38 Performance Graph The graph below compares the cumulative total shareholder return on our ordinary shares for the period from December 31, 2019 to December 31, 2024 with the Standard & Poor’s 500 Index (“S&P 500 Index”) and PHLX Oil Services Index.
Removed
In July 2023, the Company announced the initiation of a quarterly cash dividend and stated its intent to pay dividends on a quarterly basis. Our Board of Directors authorized and declared the following dividend during the three months ended December 31, 2023.
Added
We regularly evaluate our cash and capital structure, including the size, pace, and form of capital return to shareholders. As of February 25, 2025, according to data provided by our transfer agent, there were 3,409 shareholders of record.
Removed
We estimate that there were approximately 80,000 shareholders whose shares were held in “street name” by banks, brokers, or other financial institutions as of February 22, 2024.
Added
We had no unregistered sales of equity securities during the year ended December 31, 2024.
Removed
Additional share repurchase of up to $400.0 million was authorized by the Board of Directors on July 26, 2023, increasing the total share repurchase authorization to $800.0 million.
Added
Together with the then-existing program, the Company’s total share repurchase authorization was increased to $1.8 billion. For the three months ended December 31, 2024, we repurchased 2,408,900 shares for a total cost of $70.0 million at an average price of $29.06 per share.
Removed
As of December 31, 2019 2020 2021 2022 2023 TechnipFMC plc $ 112.07 $ 50.15 $ 42.45 $ 87.41 $ 145.16 S&P 500 Index 131.48 155.65 200.29 163.99 207.05 PHLX Oil Services Index 99.45 57.60 69.55 112.31 114.47 ITEM 6. [RESERVED]
Added
As of December 31, 2019 2020 2021 2022 2023 2024 TechnipFMC plc $ 100.00 $ 44.75 $ 37.88 $ 78.00 $ 129.53 $ 187.54 S&P 500 Index 100.00 118.39 152.34 124.73 157.48 196.84 PHLX Oil Services Index 100.00 57.92 69.94 112.94 115.10 101.68 ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, Change (In millions, except percentages) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Revenue $ 7,824.2 $ 6,700.4 $ 6,403.5 $ 1,123.8 16.8 % $ 296.9 4.6 % Costs and expenses Cost of sales 6,550.1 5,804.1 5,579.6 746.0 12.9 % 224.5 4.0 % Selling, general and administrative expense 675.9 616.8 644.9 59.1 9.6 % (28.1) (4.4) % Research and development expense 69.0 67.0 78.4 2.0 3.0 % (11.4) (14.5) % Restructuring, impairment and other expenses 20.0 15.2 66.7 4.8 31.6 % (51.5) (77.2) % Total costs and expenses 7,315.0 6,503.1 6,369.6 811.9 12.5 % 133.5 2.1 % Other income (expense), net (248.3) 5.4 46.6 (253.7) (4,698.1) % (41.2) (88.4) % Income from equity affiliates 34.4 44.6 0.6 (10.2) (22.9) % 44.0 7,333.3 % Income (loss) from investment in Technip Energies — (27.7) 322.2 27.7 100.0 % (349.9) (108.6) % Loss on early extinguishment of debt — (29.8) (61.9) 29.8 100.0 % 32.1 51.9 % Net interest expense (88.7) (120.9) (143.3) 32.2 26.6 % 22.4 15.6 % Income before income taxes 206.6 68.9 198.1 137.7 199.9 % (129.2) (65.2) % Provision for income taxes 154.7 105.4 111.1 49.3 46.8 % (5.7) (5.1) % Income (loss) from continuing operations 51.9 (36.5) 87.0 88.4 242.2 % (123.5) (142.0) % (Income) loss from continuing operations attributable to non-controlling interests 4.3 (25.4) 0.8 29.7 116.9 % (26.2) (3,275.0) % Income (loss) from continuing operations attributable to TechnipFMC plc 56.2 (61.9) 87.8 118.1 190.8 % (149.7) (170.5) % Loss from discontinued operations — (45.3) (72.6) 45.3 100.0 % 27.3 37.6 % Income from discontinued operations attributable to non-controlling interests — — (1.9) — — % 1.9 100.0 % Net income (loss) attributable to TechnipFMC plc $ 56.2 $ (107.2) $ 13.3 $ 163.4 152.4 % $ (120.5) (906.0) % Results of Operations in 2023 Compared to 2022 Revenue Revenue increased $1,123.8 million in 2023, compared to the same period in 2022.
Biggest changeYear Ended December 31, Change (In millions, except percentages) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenue $ 9,083.3 $ 7,824.2 $ 6,700.4 $ 1,259.1 16.1 % $ 1,123.8 16.8 % Costs and expenses Cost of sales 7,360.2 6,550.1 5,804.1 810.1 12.4 % 746.0 12.9 % Selling, general and administrative expense 667.1 675.9 616.8 (8.8) (1.3) % 59.1 9.6 % Research and development expense 73.4 69.0 67.0 4.4 6.4 % 2.0 3.0 % Restructuring, impairment and other expenses 25.8 20.0 15.2 5.8 29.0 % 4.8 31.6 % Total costs and expenses 8,126.5 7,315.0 6,503.1 811.5 11.1 % 811.9 12.5 % Other income (expense), net (45.9) (248.3) 5.4 202.4 81.5 % (253.7) n/m Income from equity affiliates 21.7 34.4 44.6 (12.7) (36.9) % (10.2) (22.9) % Gain on disposal of Measurement Solutions business 71.3 — — 71.3 — % — n/m Loss from investment in Technip Energies — — (27.7) — — % 27.7 100.0 % Loss on early extinguishment of debt — — (29.8) — — % 29.8 100.0 % Net interest expense (63.5) (88.7) (120.9) 25.2 28.4 % 32.2 26.6 % Income before income taxes 940.4 206.6 68.9 733.8 355.2 % 137.7 199.9 % Provision for income taxes 85.1 154.7 105.4 (69.6) (45.0) % 49.3 46.8 % Income (loss) from continuing operations 855.3 51.9 (36.5) 803.4 1,548.0 % 88.4 242.2 % (Income) loss attributable to non-controlling interests (12.4) 4.3 (25.4) (16.7) (388.4) % 29.7 116.9 % Income (loss) attributable to TechnipFMC plc 842.9 56.2 (61.9) 786.7 1,399.8 % 118.1 190.8 % Loss from discontinued operations — — (45.3) — — % 45.3 100.0 % Net income (loss) attributable to TechnipFMC plc $ 842.9 $ 56.2 $ (107.2) $ 786.7 1,399.8 % $ 163.4 152.4 % n/m = Not meaningful Results of Operations in 2024 Compared to 2023 Revenue Revenue increased $1,259.1 million in 2024, compared to the same period in 2023.
At this time, we 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. Contractual and Other Obligations The Company’s principal contractual commitments include purchase obligations, repayments of long-term debt and related interest, and payments under operating leases.
At this time, we 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. Contractual and Other Obligations The Company’s principal contractual commitments include purchase obligations, repayments of long-term debt and related interest, and payments under operating and finance leases.
Net debt 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. 47 The following table provides a reconciliation of our cash and cash equivalents to net debt, utilizing details of classifications from our consolidated balance sheets.
Net cash (debt) 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 consolidated balance sheets.
Due to the complexity of some of these uncertainties, their ultimate resolution may result in payments that are materially 51 different from our current estimates. Any such differences will be reflected as adjustments to income tax expense in the periods in which they are determined.
Due to the complexity of some of these uncertainties, their ultimate resolution may result in payments that are materially different from our current estimates. Any such differences will be reflected as adjustments to income tax expense in the periods in which they are determined.
In determining our current income tax provision, we assess temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in our consolidated balance sheets.
In determining our income tax provision, we assess temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in our consolidated balance sheets.
The estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. 50 We execute contracts with our customers that clearly describe the equipment, systems, and/or services.
The estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. 49 We execute contracts with our customers that clearly describe the equipment, systems, and/or services.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
The following t able illustrates the sensitivity of changes in the discount rate and expected long-term return on plan assets on pension expense and the projected benefit obligation: (In millions, except basis points) Increase (Decrease) in 2023 Pension Expense Before Income Taxes Increase (Decrease) in Projected Benefit Obligation as of December 31, 2023 25 basis point decrease in discount rate $ 1.4 $ 25.9 25 basis point increase in discount rate $ (1.3) $ (24.7) 25 basis point decrease in expected long-term rate of return on plan assets $ 1.9 N/A 25 basis point increase in expected long-term rate of return on plan assets $ (1.9) N/A Impairment of Long-Lived and Intangible Assets Long-lived assets, including vessels, property, plant and equipment, identifiable intangible assets being amortized, and capitalized software costs are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the long-lived asset may not be recoverable.
The following t able illustrates the sensitivity of changes in the discount rate and expected long-term return on plan assets on pension expense and the projected benefit obligation: (In millions, except basis points) Increase (Decrease) in 2024 Pension Expense Before Income Taxes Increase (Decrease) in Projected Benefit Obligation as of December 31, 2024 25 basis point decrease in discount rate $ 1.2 $ 21.5 25 basis point increase in discount rate $ (1.2) $ (20.5) 25 basis point decrease in expected long-term rate of return on plan assets $ 1.7 N/A 25 basis point increase in expected long-term rate of return on plan assets $ (1.7) N/A 51 Impairment of Long-Lived and Intangible Assets Long-lived assets, including vessels, property, plant and equipment, identifiable intangible assets being amortized, and capitalized software costs are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the long-lived asset may not be recoverable.
The year-over-year decrease in the effective tax rate was largely due to the change in geographical profit mix year over year, tax adjustments related to the reassessment of prior year tax accruals and changes of valuation allowances on some of our deferred tax assets.
The change in the effective tax rate was largely due to changes of valuation allowances on some of our deferred tax assets, changes in geographical profit mix year-over-year, and tax adjustments related to uncertain tax positions.
Our gross profit for the year ended December 31, 2023 was negatively impacted on a net basis by approximately $92.3 million , as a result of aggregate changes in contract estimates related to projects that were in progress as of December 31, 2022 with $91.0 million and $1.3 million in our Subsea and Surface Technologies segments, respectively.
Our gross profit for the year ended December 31, 2024 was negatively impacted on a net basis by approximately $55.1 million, as a result of aggregate changes in contract estimates related to projects that were in progress as of December 31, 2023 with net $57.1 million unfavorable and $2.0 million favorable in our Subsea and Surface Technologies segments, respectively.
Our integrated commercial model, iEPCI, brought together the complementary work scopes of the subsea production system (“SPS”) with the subsea umbilicals, risers, and flowlines (“SURF”) and installation vessels. iEPCI created a new market and helped expand the deepwater opportunity set for our clients and has grown to represent nearly one-third of the addressable subsea market.
Our integrated commercial model, iEPCI ™ , brought together the complementary work scopes of the SPS with the SURF, and installation vessels. iEPCI ™ created a new market and helped expand the deepwater opportunity set for our clients and has grown to represent nearly one-third of the addressable subsea market.
Certain projects that were significantly impacted negatively by changes to estimated project costs during this period totaled $106.1 million. These were offset partially by projects with material positive impacts from favorable negotiations of variable considerations of $39.1 million. The remaining other changes resulted in a net negative impact of $25.3 million.
Certain projects were significantly impacted negatively by changes to estimated project costs during this period totaled $102.2 million. These were offset partially by projects with material positive impacts from favorable negotiations of variable considerations of $97.3 million. The remaining other changes resulted in a net negative impact of $50.0 million.
See Note 16 for further details regarding our debt. 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.
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.
Inbound Orders Year Ended December 31, (In millions) 2023 2022 Subsea $ 9,749.0 $ 6,738.3 Surface Technologies 1,233.9 1,340.8 Total inbound orders $ 10,982.9 $ 8,079.1 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.
Inbound Orders Year Ended December 31, (In millions) 2024 2023 Subsea $ 10,403.5 $ 9,749.0 Surface Technologies 1,171.1 1,233.9 Total inbound orders $ 11,574.6 $ 10,982.9 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.
Surface Technologies Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Revenue $ 1,389.4 $ 1,239.2 $ 1,074.4 $ 150.2 12.1 % $ 164.8 15.3 % Operating profit (loss) $ 114.6 $ 58.3 $ 42.0 $ 56.3 96.6 % $ 16.3 38.8 % Operating profit (loss) as a percentage of revenue 8.2 % 4.7 % 3.9 % 3.5 pts. 0.8 pts.
Surface Technologies Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenue $ 1,263.4 $ 1,389.4 $ 1,239.2 $ (126.0) (9.1) % $ 150.2 12.1 % Operating profit $ 204.2 $ 114.6 $ 58.3 $ 89.6 78.2 % $ 56.3 96.6 % Operating profit as a percentage of revenue 16.2 % 8.2 % 4.7 % 8.0 pts. 3.5 pts.
Year Ended December 31, (In millions) 2023 2022 2021 Cash provided by operating activities from continuing operations $ 693.0 $ 352.1 $ 715.0 Capital expenditures (225.2) (157.9) (191.7) Free cash flow from continuing operations $ 467.8 $ 194.2 $ 523.3 Debt and Liquidity We are committed to maintaining a capital structure that provides sufficient cash resources to support future operating and investment plans.
Year Ended December 31, (In millions) 2024 2023 2022 Cash provided by operating activities $ 961.0 $ 693.0 $ 352.1 Capital expenditures (281.6) (225.2) (157.9) Free cash flow $ 679.4 $ 467.8 $ 194.2 Debt and Liquidity We are committed to maintaining a capital structure that provides sufficient cash resources to support future operating and investment plans.
See Note 16 to our consolidated financial statements for further detail. Credit Ratings - Our credit ratings with Standard and Poor’s (“S&P”) are BB+ for our long-term unsecured, guaranteed debt (2021 Notes) and BB for our long-term unsecured debt (the Private Placement Notes). Our credit rating with Moody’s is Ba1 for our long-term unsecured, guaranteed debt.
See Note 16 to our consolidated financial statements for further detail. 47 Credit Ratings - Our credit ratings with Standard and Poor’s (“S&P”) are ‘BBB-’ for our long-term unsecured, guaranteed debt (2021 Notes) and ‘BBB-’ for our 2012 and 2020 long-term unsecured debt (the 2012 and 2020 Private Placement Notes).
Year Ended December 31, (In millions) 2023 2022 Cash and cash equivalents $ 951.7 $ 1,057.1 Short-term debt and current portion of long-term debt (153.8) (367.3) Long-term debt, less current portion (913.5) (999.3) Net debt $ (115.6) $ (309.5) Cash Flows Cash flows for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, (In millions) 2023 2022 2021 Cash provided by operating activities from continuing operations $ 693.0 $ 352.1 $ 715.0 Cash provided (required) by investing activities from continuing operations (125.6) 162.2 821.8 Cash required by financing activities from continuing operations (656.5) (796.7) (1,447.3) Net cash attributable to discontinued operations — — (3,555.9) Effect of exchange rate changes on cash and cash equivalents (16.3) 12.1 (14.0) Decrease in cash and cash equivalents $ (105.4) $ (270.3) $ (3,480.4) (Increase) decrease in working capital from continuing operations $ 302.2 $ (81.1) $ 497.5 Free cash flow from continuing operations $ 467.8 $ 194.2 $ 523.3 Operating cash flows from continuing operations — During 2023 and 2022, we generated $693.0 million and $352.1 million, respectively, in operating cash flows from continuing operations.
Year Ended December 31, (In millions) 2024 2023 Cash and cash equivalents $ 1,157.7 $ 951.7 Short-term debt and current portion of long-term debt (277.9) (153.8) Long-term debt, less current portion (607.3) (913.5) Net cash (debt) $ 272.5 $ (115.6) 46 Cash Flows Cash flows for the years ended December 31, 2024, 2023, and 2022 were as follows: Year Ended December 31, (In millions) 2024 2023 2022 Cash provided by operating activities $ 961.0 $ 693.0 $ 352.1 Cash provided (required) by investing activities (75.8) (125.6) 162.2 Cash required by financing activities (648.0) (656.5) (796.7) Effect of exchange rate changes on cash and cash equivalents (31.2) (16.3) 12.1 Increase (decrease) in cash and cash equivalents $ 206.0 $ (105.4) $ (270.3) (Increase) decrease in working capital $ (98.9) $ 302.2 $ (81.1) Free cash flow $ 679.4 $ 467.8 $ 194.2 Operating cash flows - During 2024 and 2023, we generated $961.0 million and $693.0 million in operating cash flows, respectively.
Management uses this non-GAAP financial measure to evaluate our capital structure and financial leverage. We believe net debt is a meaningful financial measure that may assist investors in understanding our financial condition and recognizing underlying trends in our capital structure.
We believe net cash, or net debt, is a meaningful financial measure that may assist investors in understanding our financial condition and recognizing underlying trends in our capital structure.
As of December 31, 2023, we have provided a valuation allowance against the related deferred tax assets where we believe it is not more likely than not that we will generate future taxable income sufficient to realize such assets.
Significant changes in our judgment related to the expected realizability of a deferred tax asset results in an adjustment to the associated valuation allowance. 50 As of December 31, 2024, we have provided a valuation allowance against the related deferred tax assets where we believe it is not more likely than not that we will generate future taxable income sufficient to realize such assets.
See Note 16 to our consolidated financial statements for further details. Net Interest Expense Net interest expense decreased by $32.2 million in 2023, compared to 2022, largely due to the reduction in outstanding debt and higher interest income. Provision for Income Taxes Our provision for income taxes for 2023 and 2022 reflected effective tax rates of 74.9% and 153.1%, respectively.
Net Interest Expense Net interest expense decreased by $25.2 million in 2024, compared to 2023, largely due to the reduction in outstanding debt. Provision for Income Taxes Our provision for income taxes for 2024 and 2023 reflected effective tax rates of 9.0% and 74.9%, respectively.
Projected capital expenditures do not include any contingent capital that may be needed to respond to contract awards. In maintaining our commitment to sustainable leverage and liquidity, we expect to be able to continue to generate cash flow available for investment in growth and distribution to shareholders through the business cycle.
In maintaining our commitment to sustainable leverage and liquidity, we expect to be able to continue to generate cash flow available for investment in growth and distribution to shareholders through the business cycle.
LIQUIDITY AND CAPITAL RESOURCES Most of our cash is managed centrally and flows through bank accounts controlled and maintained by TechnipFMC globally in various jurisdictions to best meet the liquidity needs of our global operations. Net Debt — Net debt is a non-GAAP financial measure reflecting cash and cash equivalents, net of debt.
The remaining backlog was composed of various projects in the rest of the world. LIQUIDITY AND CAPITAL RESOURCES Most of our cash is managed centrally and flows through bank accounts controlled and maintained by TechnipFMC globally in various jurisdictions to best meet the liquidity needs of our global operations.
Availability of borrowings under the Revolving Credit Facility is reduced by the outstanding letters of credit issued against the facility. As of December 31, 2023 there were $54.2 million letters of credit outstanding and availability of borrowings under the Revolving Credit Facility was $1,195.8 million. As of December 31, 2023 TechnipFMC was in compliance with all debt covenants.
As of December 31, 2024 there were no letters of credit outstanding and availability of borrowings under the Revolving Credit Facility was $1,250.0 million. As of December 31, 2024 TechnipFMC was in compliance with all debt covenants.
This has paved the way for other products to adopt a similar operating model, enabling an enterprise-wide way of working. Given the significant improvement in project economics, many offshore discoveries can be developed economically well below today’s oil prices. We believe these changes are fundamental and sustainable as a result of new business models and technology pioneered by our company.
This has paved the way for other products within our portfolio to adopt a similar operating model, enabling an enterprise-wide way of working. Given the significant improvement in project economics, more offshore discoveries can be developed economically well below today’s oil prices.
As the subsea industry continues to evolve, we are driving simplification, standardization, and industrialization to reduce cycle times and further reduce costs. An example of this is Subsea 2.0, our pre-engineered configurable product offering.
As the subsea industry continues to evolve, we are driving simplification, standardization, and industrialization to reduce cycle times and further reduce costs. An example of this is Subsea 2.0 ® , our pre-engineered configurable product offering. This technology simplifies projects by leveraging a CTO model that further accelerates time to first production while driving greater efficiencies for TechnipFMC.
Surface Technologies — Order backlog for Surface Technologies as of December 31, 2023 decreased by $154.6 million, compared to December 31, 2022. Surface Technologies’ backlog of $1.1 billion as of December 31, 2023, was composed primarily of projects in the Middle East, namely Aramco and ADNOC. The remaining backlog was composed of various projects in the rest of the world.
Surface Technologies - Order backlog for Surface Technologies as of December 31, 2024 decreased by $208.7 million, compared to December 31, 2023. Surface Technologies’ backlog of $858.2 million as of December 31, 2024, was composed primarily of projects for customers in the Middle East, namely ADNOC and Saudi Aramco.
Subsea gross profit increased year-over-year by $324.5 million, of which $123.4 million was due to volume increase and $201.1 million due to a favorable activity mix.
Subsea gross profit increased year-over-year by $450.9 million, of which $230.2 million was due to volume increase and $220.7 million due to a favorable activity mix.
Income from Equity Affiliates For the years ended December 31, 2023 and 2022, we recorded income of $34.4 million and $44.6 million, respectively, from equity method affiliates. Income generated by our equity method investments during 2023 decreased year-over-year, driven by a decrease in operational activity of our joint ventures. See Note 3 to our consolidated financial statements for further details.
Income from Equity Affiliates For the years ended December 31, 2024 and 2023, we recorded income from equity method affiliates of $21.7 million and $34.4 million, respectively. The year-over-year decline was driven by a decrease in the operational activity of our joint ventures.
We believe free cash flow from continuing operations is a meaningful financial measure that may assist investors in understanding our financial condition and results of operations. The following table reconciles cash provided by operating activities from continuing operations, which is the most directly comparable financial measure determined in accordance with GAAP, to free cash flow (non-GAAP measure).
The following table reconciles cash provided by operating activities, which is the most directly comparable financial measure determined in accordance with GAAP, to free cash flow (non-GAAP measure).
Subsea Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Revenue $ 6,434.8 $ 5,461.2 $ 5,329.1 $ 973.6 17.8 % $ 132.1 2.5 % Operating profit (loss) $ 543.6 $ 317.6 $ 141.4 $ 226.0 71.2 % $ 176.2 124.6 % Operating profit (loss) as a percentage of revenue 8.4 % 5.8 % 2.7 % 2.6 pts. 3.1 pts.
See Note 6 to our consolidated financial statements for further details. 44 Subsea Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenue $ 7,819.9 $ 6,434.8 $ 5,461.2 $ 1,385.1 21.5 % $ 973.6 17.8 % Operating profit $ 953.1 $ 543.6 $ 317.6 $ 409.5 75.3 % $ 226.0 71.2 % Operating profit as a percentage of revenue 12.2 % 8.4 % 5.8 % 3.8 pts. 2.6 pts.
We are making real progress through our three main pillars of greenhouse gas removal, offshore floating renewables and hydrogen solutions. We have also been successful in building on our partnerships and alliances to further position ourselves as the leading architect for offshore energy.
Our efforts are focused on three main pillars: GHG removal, offshore floating renewables, and hydrogen solutions. We are also building on our partnerships as we look to expand our position as the leading architect for offshore energy.
Selling, General and Administrative Expense Selling, general and administrative expense increased by $59.1 million year-over-year, as a result of increased activity in both segments. Other Income (Expense), Net Other income (expense), net includes gains and losses associated with the remeasurement of net cash positions, gains and losses on sales of property, plant and equipment and non-operating gains and losses.
Selling, General and Administrative Expense Selling, general and administrative expense was flat year-over-year. Other Income (Expense), Net Other income (expense), net includes gains and losses associated with the remeasurement of net monetary assets and liabilities, gains and losses on sales of property, plant and equipment, and non-operating gains and losses.
We continue to maintain sufficient liquidity to support the needs of the business through growth, cyclicality and unforeseen events. We continue to maintain and drive sustainable leverage to preserve access to capital throughout the cycle. Our capital expenditures can be adjusted and managed to match market demand and activity levels.
Financial Position Outlook We are committed to a strong balance sheet. We continue to maintain sufficient liquidity to support the needs of the business through growth, cyclicality and unforeseen events. We continue to maintain and drive sustainable leverage to preserve access to capital throughout the cycle.
Subsea – Innovative approaches to subsea projects, like our iEPCI solution, have improved project economics through more efficient design and installation of the entire subsea field architecture.
We continue to create unique opportunities where we can leverage our onshore and offshore expertise and demonstrated project execution capabilities into leadership positions in evolving energy markets. Subsea – Innovative approaches to subsea projects, like our iEPCI ™ solution, have improved project economics through more efficient design and installation of the entire subsea field architecture.
Subsea revenue increased $973.6 million during the year ended December 31, 2023 , compared to the same period in 2022, driven by an increase in backlog during 2022, related to higher energy demand and upstream spending, further aided by our unique commercial offerings. $630.0 million of the increase in revenue came from Brazil, $257.1 million from United States and $229.9 million from Norway, due to increased supply of flexible pipe, subsea production equipment combined with higher installation activities across these geographies.
Subsea revenue increased $1,385.1 million du ring the year ended December 31, 2024 , compared to the same period in 2023 , driven by increased backlog during 2023 related to higher energy demand and upstream spending, further aided by our unique commercial offerings. $428.8 million of the in crease in revenue was from Angola, $296.5 million from the United States, $295.3 million from Guyana and $168.0 million from Australia, driven by higher iEPCI ™ , installation, supply of flexible pipe and services activities.
Drilling activity in international markets is less cyclical than North America as most activities are undertaken by national oil companies which tend to maintain a longer-term view that exhibits less variability in capital spend.
Investment in international markets is less cyclical than in North America, as most activities are undertaken by national oil companies with long-term investment horizons that are less sensitive to fluctuations in commodity prices.
If future market conditions deteriorate beyond our current expectations and assumptions, impairments of long-lived assets may be identified if we conclude that the carrying amounts are no longer recoverable. 52 OTHER MATTERS On June 25, 2019, we announced a global resolution to pay a total of $301.3 million to the U.S.
If future market conditions deteriorate beyond our current expectations and assumptions, impairments of long-lived assets may be identified if we conclude that the carrying amounts are no longer recoverable. RECENTLY ISSUED ACCOUNTING STANDARDS See Note 2 to our consolidated financial statements for further details.
Refer to respective notes to the consolidated financial statements for further information about our share repurchase program ( Note 18 ), long-term debt obligations ( Note 16 ), guarantees ( Notes 12 and 20 ) and lease payment obligations ( Note 4 ). Financial Position Outlook We are committed to a strong balance sheet.
Substantially all of these commitments are associated with purchases made to fulfill our customer’s orders, the costs associated with these agreements will ultimately be reflected in cost of sales in our consolidated statements of income. 48 Refer to respective notes to the consolidated financial statements for further information about our share repurchase program ( Note 17 ), long-term debt obligations ( Note 16 ), guarantees ( Notes 12 and 20 ) and lease payment obligations ( Note 4 ).
Corporate Items Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Corporate expense $ (243.9) $ (104.7) $ (118.1) $ (139.2) (133.0) % $ 13.4 11.3 % 46 Corporate expense increased by $139.2 million year-over-year, mostly due to a non-recurring legal settlement charge of $126.5 million incurred during 2023.
Corporate Items Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Corporate expense $ (124.9) $ (243.9) $ (104.7) $ 119.0 48.8 % $ (139.2) (133.0) % Corporate expense decreased by $119.0 million compared to the same period in the prior year, primarily driven by the non-recurring legal settlement charge of $126.5 million incurred during 2023. 45 INBOUND ORDERS AND ORDER BACKLOG Inbound orders — Inbound orders represent the estimated sales value of confirmed customer orders received during the reporting period.
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 Loss from discontinued operations, net of income taxes, was $45.3 million for the year ended December 31, 2022.
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. OPERATING RESULTS OF BUSINESS SEGMENTS Segment operating profit is defined as total segment revenue less segment operating expenses.
The change in working capital represents total changes in current assets and liabilities. 48 Free cash flow from continuing operations is defined as operating cash flows from continuing operations less capital expenditures. Management uses this non-GAAP financial measure to evaluate our financial condition.
These were partially offset by an increase of $195.0 million in share repurchases and $42.4 million in dividends paid as compared to 2023. The change in working capital represents total changes in current assets and liabilities. Free cash flow is defined as operating cash flows from operations less capital expenditures.
We believe additional countries will become producers of deepwater resources during this decade. 42 Offshore development is likely to remain a significant part of many of our customers’ portfolios. We estimate over 35 MMBD of new oil production will be required by 2040 to meet future energy demand, including approximately 10 MMBD of new deepwater production.
We estimate over 35 MMBD of new oil production will be required by 2040 to meet future energy demand. Approximately 10 MMBD of the increase is expected to come from new deepwater production, which is significantly above the current level of offshore production.
We continue to benefit from our exposure to the North Sea, Asia Pacific and the Middle East. International markets represented a significant portion of total segment revenue in 2023, totaling 59 percent. TechnipFMC’s unique capabilities in these markets, which demand higher specification equipment, global services, and local content, provide a platform for us to extend our leadership positions.
TechnipFMC’s unique capabilities in these markets – which demand higher specification equipment and local presence, including a services footprint – provide a platform for us to extend our leadership in these geographies.
We maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term and long term. During 2023, we reduced our total debt position primarily through the full repayment of $270.2 million of our 3.15% 2013 Private Placement Notes.
We maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term and long term. Availability of borrowings under the Revolving Credit Facility is reduced by the outstanding letters of credit issued against the facility.
Subsea operating profit for the year ended December 31, 2023, increased by $226.0 million, of which $123.4 million came from volume, combined with $201.1 million due to a favorable activity mix, partially offset by a $98.5 million increase in operating expense.
The rest of the world contributed a net increase of $196.5 million. Subsea operating profit for the year ended December 31, 2024, increased by $409.5 million. This was largely due to favorable activity mix, which contributed $220.7 million, and higher volume, which added $230.2 million.
This technology provides simplification of unique project requirements by leveraging a configure-to-order (CTO) model that further improves the economics of our customer’s projects while driving greater efficiencies for TechnipFMC. With CTO, we have designed an environment, process, culture, and tools which are scalable and, more importantly, are transformational to the future of our company.
With CTO, we have designed an architecture, process, tools, and culture, that are scalable and transformational to the future of our company.
Subsea revenue increased $973.6 million, driven by a 24.5% higher backlog as of December 31, 2022, when compared to December 31, 2021 , and included increased revenue year-over-year from flexible pipe and subsea production equipment combined with higher installation activities .
Subsea revenue increased by $1,385.1 million, driven by conversion of increased backlog, which was 49.6% higher as of December 31, 2023, when compared to December 31, 2022, and resulted in increased revenue f rom higher iEPCI ™ , installation, supply of flexible pipe and services activities particularly in Angola, the United States, Guyana and Australia.
We also expect North America to play an important role in meeting increased natural gas demand due in part to sanctions placed upon Russian supply. 43 CONSOLIDATED RESULTS OF OPERATIONS This section of this Annual Report on Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
This represents a differentiated growth opportunity for our company. 42 CONSOLIDATED RESULTS OF OPERATIONS This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
The significance of this project for the subsea industry cannot be overstated, as this will be the first to use subsea processing to capture CO 2 rich dense gases directly from the well stream for injection back into the reservoir. This also allows all of the work scope to take place on the seafloor.
The Mero 3 HISEP® project was our first iEPCI ™ for Petrobras and the first to utilize subsea processing to capture carbon dioxide (“CO 2 ”) directly from the well stream for injection back into the reservoir, all on the seafloor.
Surface Technologies revenue increased $150.2 million, year-over-year, as a result of increased operator activity across the world, primarily from the Middle East. 44 Gross Profit Gross profit (revenue less cost of sales) increased to $1,274.1 million in 2023 compared to $896.3 million in 2022.
This decrease was partially offset by $76.9 million of revenue growth from higher equipment delivery across the rest of the world, with the majority of the increase occurring in the Middle East. 43 Gross Profit Gross profit (revenue less cost of sales) increased to $1,723.1 million in 2024 compared to $1,274.1 million in 2023.
Subsea backlog of $12.2 billion as of December 31, 2023, was composed of various subsea projects, including Petrobras Buzios 6, Mero I, Mero II and Marlim; Total Energies Mozambique LNG, Lapa North East and Clov 3; ExxonMobil Yellowtail and Uaru; AkerBP Utsira; Azule Energy Agogo; Shell Jackdaw and Dover; Husky West White Rose; Equinor Raia, Rosebank and Irpa, Verdande; Tullow Jubilee South East; Wintershall Maria and Dvalin; and Harbour Talbot.
Order Backlog December 31, (In millions) 2024 2023 Subsea $ 13,518.1 $ 12,164.1 Surface Technologies 858.2 1,066.9 Total order backlog $ 14,376.3 $ 13,231.0 Subsea - Subsea backlog of $13,518.1 million as of December 31, 2024 increased by $1,354.0 million compared to December 31, 2023, and was composed of various subsea projects, including TotalEnergies GranMorgu and Mozambique LNG; Equinor Raia and Rosebank; Petrobras Mero 3 HISEP® and Buzios 6; bp NEP and Kaskida, ExxonMobil Whiptail and Uaru; Shell Bonga North and Sparta; Energean Katlan; AkerBP Utsira High and Azule Energy Agogo.
While we are confident that conventional resources will remain a large part of the energy mix for an extended period, we are also committed to the energy transition. Here, we believe that offshore will play a meaningful role in the transition to renewable energy resources and reduction of carbon emissions.
Each of these projects provides a unique solution to an industry challenge and exemplifies our differentiated technology portfolio that is creating new market opportunities for our company in existing offshore basins. As evidenced by these awards, we believe that offshore will play a meaningful role in the development of renewable energy resources and the reduction of carbon emissions.
The decrease of $287.8 million in cash from investing activities was primarily due to the absence of $288.5 million proceeds received from sales of our investment in Technip Energies during 2022 and an increase in capital expenditures of $67.3 million.
The decrease of $49.8 million was primarily due to $186.1 million in proceeds received from the sale of MSB, which was partially offset by a decrease of $65.5 million of proceeds from the sale of other assets and an increase in capital expenditures of $56.4 million as compared to the same period in 2023.
See Note 25 t o our consolidated financial statements for further details. 45 OPERATING RESULTS OF BUSINESS SEGMENTS 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 6 to our consolidated financial statements for further details.
Certain items have been excluded in computing segment operating profit and are included in corporate items.
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A summarized description of our products and services and annual financial data for each segment can be found in Note 6 to our consolidated financial statements. 40 Total Company • Inbound orders improved to $11.0 billion, driven largely by growth in offshore activity • Cash flow from operations of $693.0 million, increased year-over-year by $340.9 million and free cash flow of $467.8 million more than doubled when compared to the prior year • Initiated quarterly cash dividend that represented $0.20 per share on an annualized basis, and authorized additional share repurchase of up to $400.0 million, which increased total authorization to $800.0 million • Established new commitment to return more than 60% of annual free cash flow to shareholders through at least 2025 • Received the National Ocean Industries Association’s ESG Excellence Award, which recognized our commitment to ESG actions, including efforts in fair representation and inclusion and in energy transition technologies Subsea • Inbound orders increased 45% year-over-year to $9.7 billion, driven by growth in both projects and services activity • Record year of integrated project awards for our Company, including our largest iEPCI™ contract ever for Equinor’s Raia project (formerly BM-C-33), following a successful iFEED™ • Direct awards, iEPCI™ projects and Subsea Services exceeded 70% of total Subsea orders, reflecting the positive outcomes of our differentiated offerings, strong client relationships, and project selectivity • Increased adoption of Subsea 2.0™ product platform, including three new clients – Equinor, ExxonMobil and Chevron Surface • Inbound orders of $1.2 billion primarily supported by international markets • Continued ramp up in production at our Saudi Arabia facility, as well as successful execution on our 10-year framework agreement with Abu Dhabi National Oil Company • Experienced increased client adoption of our E-Mission™ solution, the industry’s only real-time monitoring and control system that reduces methane flaring by up to 50% and maximizes oil production Several new energy initiatives progressed with the award of multiple commercial contracts for surface wellheads and tree systems for onshore CO 2 injection in the Middle East, Netherlands, and Australia.
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A summarized description of our products and services and annual financial data for each segment can be found in Note 6 to our consolidated financial statements. 39 Total Company • Inbound orders improved 5% year-over-year to $11.6 billion, driving backlog to $14.4 billion and marking a fourth consecutive year of growth in backlog; • Cash flow from operations grew 39% versus the prior year to $961.0 million, with free cash flow growing 45% to $679.4 million; • Nearly doubled shareholder distributions versus the prior year by returning $486 million through dividends and share repurchases, and authorized additional share repurchases of up to $1.0 billion; and • Achieved investment grade debt ratings from multiple credit rating agencies, reflecting a stronger financial profile and improved market outlook.
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In addition, we delivered a hydrogen wellhead for HyPSTER and completed and commissioned our Deep Purple Pilot™ project in Norway, which is our solution for Long Duration Energy Storage (LDES) using hydrogen as the energy carrier to help meet the growing demand for power. We finished the year having delivered on many notable achievements.
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Subsea • Orders increased 7% year-over-year to $10.4 billion, highlighting continued strength in offshore activity; • Third consecutive year for combination of direct awards, iEPCI ™ projects, and Subsea Services to reach at least 70% of total Subsea inbound orders, reflecting our differentiated offerings, innovative technologies and strong client relationships; • Record year of integrated project orders, with nearly $5 billion of inbound awarded from a diversified set of operators across six offshore basins; • Tree orders from our Subsea 2.0 ® product platforms significantly outpaced the growth of our total tree awards versus the prior year; and • Growth in Subsea Services inbound for the year was driven by increased installation activity, a growing installed base and aging infrastructure.
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Importantly, these results reflect major milestones on our more ambitious journey ahead. We enter 2024 with a strong market outlook and a further step-up in our targeted financial performance. BUSINESS OUTLOOK Overall Outlook – The global economy remains resilient as we enter the new year despite multiple headwinds, including aggressive monetary tightening undertaken to curb high inflation.
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Surface • Inbound orders decreased 5% year-over-year to $1.2 billion; • Successful execution on our multi-year framework agreement with Abu Dhabi National Oil Company and further activity ramp in Saudi Arabia provided increased contribution to the Company’s revenue in international markets; and • Continued to benefit from proactive steps taken to refocus the business through targeted actions, including the sale of the Measurement Solutions business (“MSB”) and further optimization of our Americas portfolio.
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Interest rates remain elevated, but inflation has eased and central banks are poised to shift to more accommodative policies in an effort to maintain stable economic growth. These actions are anticipated to support continued growth in energy demand in 2024.
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Several new energy initiatives progressed as we were awarded an iEPCI ™ contract by Petrobras to deliver the Mero 3 HISEP® project, which will utilize subsea processing to capture carbon dioxide-rich dense gases and then inject them into the reservoir.
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With long-term energy demand also forecast to increase, the conflicts in Ukraine and Israel have further highlighted the need for greater energy security across the globe.
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We were also awarded a contract for the first all-electric iEPCI ™ for carbon transportation and storage by the Northern Endurance Partnership, a joint venture between bp, Equinor, and TotalEnergies.
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As a result, the energy industry has accelerated its efforts to address the essential need for hydrocarbons today to ensure the continuity of affordable energy while also playing an essential role in the energy transition.
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In addition, we announced a collaboration agreement with Prysmian to further accelerate the development of floating offshore wind by providing an integrated solution that accelerates time to first power and reduces cost, while improving overall system reliability. We finished the year having delivered on many notable achievements. Importantly, these results reflect major milestones on our more ambitious journey ahead.
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The price of oil has been supported by regional geopolitical tensions and the industry’s more disciplined capital spend, particularly for OPEC+ countries focused on production levels that support both economic growth and energy investment. This includes Aramco’s recent decision to forego an expansion in its productive capacity above the current level of 12 million barrels per day (MMBD).
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We enter 2025 with a strong market outlook and a further step-up in our targeted financial performance. BUSINESS OUTLOOK Overall Outlook – Global economic growth is expected to continue in 2025, although with regional disparity. Central banks remain diligent in their efforts to curb inflation, with many successfully navigating the balance between growth and price stability.
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An extended period of underinvestment also contributed to a supply deficit that has required increased upstream spending, lending support to a constructive view on the longer-term outlook for oil and natural gas prices. 41 We see continued strength ahead, driven by the resiliency and durability of the current market. The demand for energy will continue to grow.
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At the same time, persistent geopolitical conflicts and economic sanctions risk further impacts to energy flows around the world, underscoring the importance of energy security worldwide. We maintain a positive outlook for both oil and gas given the anticipated growth in energy demand, with affordability and energy security now major considerations in addition to sustainability commitments.
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However, we believe the market’s evolution will differ from the past, driven by three major trends. First, a shift in capital flows, which we believe will largely be directed to the offshore and Middle East markets. Second, an increased role for new technologies to drive further innovation and market expansion, particularly in the offshore market.
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This is reflected in the resource mix of our clients’ project portfolios and the broader strength in upstream spending. The price of oil in the near-term continues to be supported by supply-related actions, including more disciplined capital spend as well as voluntary reductions to production by OPEC+ countries.
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And third, an expanded role for subsea services, driven by the needs of growing and aging infrastructure. These trends allow TechnipFMC to leverage our full suite of integrated solutions, differentiated technologies, and the industry’s most comprehensive subsea services offering.
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We believe that offshore and Middle East markets will maintain investment preference for operators, with deepwater attracting a growing share of global capital flows, driven by much-improved economic returns and broad access to these resources. We also expect an increasing role for technology innovation in both conventional and new energies in the delivery of energy supply.
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Our most recent success was driven by our leadership in subsea processing, technology innovation, and integrated solutions with the award of the Mero 3 HISEP® project, which is the first iEPCI contract ever awarded by Petrobras.
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In that context, TechnipFMC is well positioned to translate our technological, operational, and financial strength into value for our clients, employees, and shareholders. 40 In 2024, we announced a differentiated set of integrated awards, with three iEPCI ™ projects all representing first-of-its-kind solutions.
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In addition to reducing greenhouse gas emission intensity, HISEP® technologies will increase production capacity by debottlenecking the gas processing plant that currently resides on the floating production storage and offloading unit (“FPSO”). By moving the gas processing entirely to the seafloor, future FPSO and topside designs can be further simplified, driving significant improvement in project economics.
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The Shell Sparta project was our first iEPCI ™ to employ a 20,000-psi production system in the Paleogene play in the Gulf of America. And finally, we were awarded the first iEPCI ™ encompassing an all-electric subsea system for carbon capture and storage from the Northern Endurance Partnership, a joint venture between bp, Equinor, and TotalEnergies.
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With the award of the Mero 3 HISEP® contract in January 2024, our New Energy business has now achieved more than $1 billion of inbound orders – nearly two years earlier than previously anticipated. We continue to further refine our positioning and mature our offering, particularly in carbon transportation and storage, an area we believe could drive further near-term orders.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2023 and 2022, substantially all of our derivative holdings consisted of foreign currency forward contracts and foreign currency instruments embedded in purchase and sale contracts. 53 These disclosures only address potential impacts from market risks as they affect our financial instruments and do not include other potential effects that could impact our business as a result of changes in foreign currency exchange rates, interest rates, commodity prices or equity prices.
Biggest changeThese disclosures only address potential impacts from market risks as they affect our financial instruments and do not include other potential effects that could impact our business as a result of changes in foreign currency exchange rates, interest rates, commodity prices, or equity prices.
Interest Rate Risk We assess effectiveness of forward foreign currency contracts designated as cash flow hedges based on changes in fair value attributable to changes in spot rates.
Interest Rate Risk We assess effectiveness of foreign currency forward contracts designated as cash flow hedges based on changes in fair value attributable to changes in spot rates.
To the extent any one interest rate increases by 10% across all tenors and other countries’ interest rates remain fixed, and assuming no change in discount rates, we would expect to recognize a decrease of $3.8 million in unrealized earnings from foreign currency contracts designated as cash flow hedges in the period of change.
To the extent any one interest rate increases by 10% across all tenors and other countries’ interest rates remain fixed, and assuming no change in discount rates, we would expect to recognize a decrease of $6.0 million in unrealized earnings from foreign currency forward contracts designated as cash flow hedges in the period of change.
When an anticipated transaction in a currency other than the functional currency of an entity is recognized as an asset or liability on the balance sheet, we also hedge the foreign currency fluctuation of these assets and liabilities with derivative instruments after netting our exposures worldwide. These derivative instruments do not qualify as cash flow hedges.
When an anticipated transaction in a currency other than the functional currency of an entity is recognized as an asset or liability on the balance sheet, we also hedge the foreign currency fluctuation of these assets and liabilities with derivative instruments after netting our exposures worldwide.
Based on our portfolio as of December 31, 2023, we have material positions with exposure to interest rates in the United States, Brazil, the United Kingdom, Singapore, and Norway. 54
Based on our portfolio as of December 31, 2024, we have material positions with exposure to interest rates in the United States, Brazil, the United Kingdom, Singapore, and Norway. 53
We do not hedge this translation impact on earnings. A 10% increase or decrease in the average exchange rates of all foreign currencies over 2023 would have changed our revenue and income before income taxes attributable to TechnipFMC by approximately $381.8 million and $21.4 million, respectively.
We do not hedge this translation impact on earnings. A 10% increase or decrease in the average exchange rates of all foreign currencies over 2024 would have changed our revenue and income before income taxes attributable to TechnipFMC by approximately $475.3 million and $46.4 million, respectively.
For our foreign currency forward contracts hedging anticipated transactions that are accounted for as cash flow hedges, a 10% increase in the value of the U.S. dollar would have resulted in an additional loss of approximately $115.3 million in the net fair value of cash flow hedges reflected in our consolidated balance sheet as of December 31, 2023.
These derivative instruments do not qualify as cash flow hedges. 52 For our foreign currency forward contracts hedging anticipated transactions that are accounted for as cash flow hedges, a 10% increase in the value of the U.S. dollar would have resulted in an additional loss of approximately $110.6 million in the net fair value of cash flow hedges reflected in our consolidated balance sheet as of December 31, 2024.
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We do not use derivative financial instruments for speculative purposes.
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We do not use derivative financial instruments for speculative purposes. As of December 31, 2024 and 2023, substantially all of our derivative holdings consisted of foreign currency forward contracts and foreign currency instruments embedded in purchase and sale contracts.
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We apply highly inflationary accounting to the results of operations of our subsidiaries in Argentina as the cumulative inflation rate in these economies for a three-year period meets or exceeds 100%, in accordance with U.S. GAAP. As a result, monetary assets and liabilities denominated in local currencies are remeasured to the U.S.
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Dollar at each balance sheet date, with remeasurement gains and losses recognized in consolidated statements of income. The Central Bank of Argentina has maintained certain currency controls that limited our ability to access U.S. dollars in Argentina and to remit cash from our Argentine operations.
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The new president of Argentina was inaugurated on December 10, 2023, and proposed certain significant economic changes that had a significant impact on the foreign currency-related effects of business transactions in Argentina.
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Due to the Argentine Peso devaluation, primarily following the Presidential Inauguration, we recognized a foreign exchange loss of $14.5 million during the fourth quarter of 2023 and approximately $23.8 million for the year ended December 31, 2023. We have taken various actions to address the situation to reduce our foreign exchange exposure.

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