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What changed in TechnipFMC plc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TechnipFMC plc's 2024 and 2025 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 2025 report.

+342 added−356 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-27)

Top changes in TechnipFMC plc's 2025 10-K

342 paragraphs added · 356 removed · 258 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

86 edited+29 added−39 removed43 unchanged
Biggest changePferdehirt (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.
Biggest changePferdehirt (a) 62 Chair and Chief Executive Officer (2019) Chief Executive Officer (2017) Alf Melin (a) 56 Executive Vice President and Chief Financial Officer (2021) Senior Vice President, Finance Operations (2017) Senior Vice President, Surface Americas (2017) Cristina Aalders (a) 45 Executive Vice President, Chief Legal Officer and Secretary (2023) Vice President, Chief Compliance Officer (2021) Vice President, Legal, Surface Technologies (2019) Thierry Conti (a) 42 President, EMS (2026) President, Surface Technologies (2022) Senior Vice President, Subsea Commercial & Strategy (2020) Senior Vice President, Subsea Product Management (2019) Luana Duffé (a) 44 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) Jonathan Landes (a) 53 President, Subsea (2020) Senior Vice President, Subsea Commercial (2017) Justin Rounce (a) 59 Executive Vice President and Chief Technology Officer (2018) Alfredo Sanchez (a) 52 President, Surface Technologies (2026) Senior Vice President, Surface Technologies Western Hemisphere (2023) Vice President, Surface Technologies Latin America (2018) Valeria Santos (a) 48 Executive Vice President, People and Culture (2024) Vice President, People and Culture, Subsea and New Energy (2023) Vice President, Human Resources, REMS (2019) David Light (b) 41 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.
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.
Competition We are the only fully integrated company that can provide the complete suite of FEED, SPS, and SURF with 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 subsea development.
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.
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. 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.
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.
As a result, the level of offshore activity in our Subsea segment is negatively impacted during such periods. 6 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.
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.
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. 11 Patents, Trademarks, and Other Intellectual Property We own a number of patents, trademarks, and licenses that are cumulatively important to our businesses.
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.
Our subsea processing systems, which include subsea boosting, subsea gas compression, and subsea separation, are designed to accelerate production, increase recovery, extend field life, reduce 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.
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 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 during 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 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.
Our products and integrated systems include subsea trees, chokes and flow modules, manifold 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.
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.
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 Technology Fellows are the highest tier of the TEP and personify its mission of advancing the Company’s technical leadership by advising, innovating, enhancing operations, sharing knowledge, and inspiring others — within the company and across the industry.
Our Technology Fellows are the highest tier of the TEP and personify its mission of advancing the Company’s technical leadership 14 by advising, innovating, enhancing operations, sharing knowledge, and inspiring others—within the company and across the industry.
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.
Surface Technologies competes with other companies that supply surface production equipment and pressure control products, including Baker Hughes Company; Cactus Wellhead, LLC; SLB; Halliburton Company; Delta US Corporation LLC; and SPM Oil & Gas. 9 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 CTO Subsea 2.0 ® program attributes include: • pre-engineered standard configurations; • pre-approved and qualified supply chain; • pre-defined quality, code, and surveillance requirements; • optimized manufacturing with dedicated capacity; and • pre-defined and developed services. Our core Subsea 2.0 ® products include subsea trees, compact manifolds, flexible jumpers, distribution, controls, flexible pipe, umbilicals, and integrated connectors.
Our CTO Subsea 2.0 ® program’s attributes include: • pre-engineered standard configurations; • pre-approved and qualified supply chain; • pre-defined quality, code, and surveillance requirements; • optimized manufacturing with dedicated capacity; and • pre-defined and developed services. Our core Subsea 2.0 ® products include subsea trees, compact manifolds, flexible jumpers, distribution, controls, flexible pipe, umbilicals, and integrated connectors.
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.
We have also 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 (“CTO”) product suite, our vast network of customer partnerships, and our services business levered to serve our large and expanding installed base.
The design and manufacture of our subsea systems requires a high degree of technical expertise and innovation. Some of our systems are designed to withstand exposure to the extreme hydrostatic pressure of deepwater environments, as well as internal pressures of up to 20,000 pounds per square inch (psi) and temperatures of up to 400º F.
The design and manufacture of our subsea systems require a high degree of technical expertise and innovation. Some of our systems are designed to withstand exposure to the extreme hydrostatic pressure of deepwater environments, as well as internal pressures of up to 20,000 pounds per square inch (psi) and temperatures of up to 400º F.
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 .
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 development through our advanced and industry-leading robotic technologies. Subsea Studio ™ Digital Platform .
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 ™ .
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 life of subsea development utilizing our integrated engineering, procurement, construction and installation model (“iEPCI ™ ”).
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.
On February 16, 2021, we completed the separation of the Technip Energies business segment. 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.
Our 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.
Our 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; • the first iEPCI ™ for Petrobras’ with the 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 Netherlands.
Financial information about our segments and geographic areas is incorporated herein by reference from Note 6 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Financial information about our segments and geographic areas is incorporated herein by reference from Note 5 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
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.
Investments We did not have any material investments in 2025. 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.
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.
No single Surface Technologies customer accounted for 10% or more of our 2025 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.
We believe the alliance has a superior value proposition, leveraging TechnipFMC’s pioneering integrated ecosystems (such as iEPCI ™ ) and technology leadership with Halliburton’s subsurface, well completion, and production knowledge and service offering. Acquisitions and disposals, Investments, and Partnerships Acquisitions and disposals We did not have any material acquisitions or disposals in 2024.
We believe the alliance has a superior value proposition, leveraging TechnipFMC’s pioneering integrated ecosystems (such as iEPCI ™ ) and technology leadership with Halliburton’s subsurface, well completion, and production knowledge and service offering. 7 Acquisitions and disposals, Investments, and Partnerships Acquisitions and disposals We did not have any material acquisitions or disposals in 2025.
As part of our Simplification, Standardization, and Industrialization journey, we conducted extensive internal research and identified two capabilities (problem solving and cross-functional connectivity capability) and three behaviors (provide a value driven purpose, ask and listen, and make problems visible) that are essential for every leader. These are captured as our new leadership standard.
To further support this and as part of our Simplification, Standardization, and Industrialization journey, we conducted extensive internal research and identified two capabilities (problem-solving and cross-functional connectivity capability) and three behaviors (provide a value-driven purpose, ask and listen, and make problems visible) that are essential for every leader. These are captured as our new leadership standard.
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.
We are also developing advanced digital solutions for onshore and offshore storage projects that 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 new technologies.
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.
We develop, engineer, manufacture, and install umbilicals, flexible pipes, hybrid-flexible pipes, thermoplastic composite pipes, rigid pipelines and jumpers, 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.
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.
By leveraging our extensive experience in project integration throughout the water column, from the ocean surface to the seafloor, we are positioning ourselves to 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.
We also have the capability to install and service these products and systems using our fleet of highly specialized vessels. We are able to drive even greater value to our clients by integrating the SPS and SURF through more efficient design and installation of subsea field architecture.
We also have the capability to install and service these products and systems using our fleet of highly specialized vessels. We drive even greater value to our clients by integrating SPS and SURF work scopes through more efficient design and installation of subsea field architecture.
Our integrated commercial model often begins with an integrated FEED study, or iFEED™ (“iFEED”), where we are uniquely positioned to influence project concept and design through early client engagement, allowing for the highest degree of integration. Using innovative solutions for subsea architecture, including standardized configurable equipment, new technologies, digital services, and simplified installation, we can optimize field design and layout.
Our integrated commercial model often begins with an integrated FEED study (“iFEED ™ “), where we are uniquely positioned to influence project concept and design through early client engagement, allowing for the highest degree of integration. Using innovative solutions for subsea architecture–including standardized configurable equipment, new technologies, software and digital services, and simplified installation–we can optimize field design and layout.
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.
The following table indicates the names and ages of our executive officers as of February 19, 2026, including all offices and positions held by each in the past five years: Name Age Current Position and Business Experience (Start Date) Douglas J.
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.
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, being a data-driven organization, and advancing automation and robotics.
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.
We are leveraging simple, pragmatic digital solutions to improve health and safety, reduce carbon intensity, decrease 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 2025.
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 .
Surface Technologies provides integrated solutions for onshore and shallow water applications in drilling, stimulation, production, 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.
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.
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 . Our iComplete ® offering is the first fully integrated pressure control system for the onshore unconventional stimulation market.
The TEP currently has about 775 members, and in 2024, we continued to promote knowledge sharing and saw an increased involvement from the expert community in project reviews, "Think IP," and strategic initiatives.
The TEP currently has about 800 members, and in 2025, we continued to promote knowledge-sharing and saw an increased involvement from the expert community in project reviews, "Think IP," and strategic initiatives.
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 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 reduce the carbon intensity of oil and natural gas production. Digital and Automation .
Our offering is enabled by our digital solutions and products that unlock new possibilities for growth in energy resources. Through our established services and transformative offerings, including iEPCI ™ and the Subsea 2.0 ® Configure-to-Order (“CTO”) platform, we are making energy produced offshore more sustainable and competitive with alternative sources.
Our offering is enabled by our digital solutions and products that unlock new possibilities for growth in energy resources. Through our established services and transformative offerings, including iEPCI ™ and the Subsea 2.0 ® CTO platform, we are making energy produced offshore more sustainable and competitive.
Technical Expertise Program The global Technical Expertise Program (‘‘TEP’’) recognizes employees (‘‘Technical Experts’’) who have demonstrated technical mastery in their discipline, as well as technical impact, people development, business impact, and industry leadership.
Technical Expertise Program The global Technical Expertise Program ("TEP") recognizes employees ("Technical Experts") who have demonstrated technical mastery in their discipline, as well as technical impact, people development, business impact, and industry leadership.
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.
We have a technology alliance with Halliburton focused 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.
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 competitors include Baker Hughes Company, OneSubsea, Saipem SpA, 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.
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.
As such, there were more than 11,000 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 2025, over 654,378 training hours were completed, with 28% of training being done online, which resulted in 28 training hours per employee.
We also 14 saw a substantial increase in the amount of training hours related to our leadership, technical, and engineering curriculums where 214,921 hours were completed or accessed. This was the result of a significant focus and strategy to better engage with our technical employees and provide additional learning opportunities.
We also saw an increase in the amount of training hours related to our leadership, technical, and engineering curriculums where 234,912 hours were engaged. This was the result of a significant focus and strategy to better engage with our technical employees and provide additional learning opportunities.
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.
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 have also been exploring ways to position ourselves in the energy transition by delivering differentiated solutions and leveraging our core competencies and existing resources. This is the role of our New Energy business at TechnipFMC, where we will serve as system architect and integrator, from technology development through project delivery and life of field services.
We are also actively advancing our position in the energy transition by delivering differentiated solutions and leveraging our core competencies and existing resources. This is the role of our New Energy business at TechnipFMC, serving as system architect and integrator, from technology development through project delivery and life-of-field services.
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.
By combining complementary skills with innovative technologies, we improve project economics by accelerating time to first oil and natural gas for our clients. Success is built on early engagement and a collaborative, cooperative approach with our clients.
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.
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.
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.
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.
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.
Employees all over the world access these and other knowledge management social learning tools, such as "Experts Explain" webinar series to increase their knowledge about business and technical topics and to share their own knowledge.
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.
Exploration and production operators typically rent this equipment directly from the Company during their hydraulic fracturing activities. iComplete ® services include rig-up/rig-down field service personnel as well as oversight and operation of the system during the multiple fracturing stages. 8 Our digital systems leverage our core software product UCOS for control and automation of assets.
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.
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; • 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 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.
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. Equal Opportunity and Inclusion Three of our Foundational Beliefs: Integrity, Respect, and Sustainability are deeply embedded in our commitment to equal opportunity and inclusion.
The Company’s European Works Council (“EWC”) includes all our eligible European entities and meets at least twice a year with management. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Information regarding our executive officers called for by Item 401(b) of Regulation S-K is hereby included in Part I, Item 1 “Business” of this Annual Report on Form 10-K.
The EWC meets with management at least twice a year to discuss matters of mutual interest, promoting transparency and collaboration across our European operations. 16 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Information regarding our executive officers called for by Item 401(b) of Regulation S-K is hereby included in Part I, Item 1 “Business” of this Annual Report on Form 10-K.
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.
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. These alliances have resulted in a growing number of direct awards to the Company.
Unless expressly noted, the information on our website or any other website is not incorporated by reference in this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K or any other filing we make with the SEC.
Unless expressly noted, the information on our website or any other website is not incorporated by reference in this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K or any other filing we make with the SEC. 12 HUMAN CAPITAL Our people are at the heart of everything we do, and they drive our culture of strong execution, purposeful innovation, and challenging industry conventions.
Our system can also manage continuous pumping on multi-well and multi-pad operations and integrate data from adjacent wells.
Our system can also manage continuous pumping on multi-well and multi-pad operations and integrate data from adjacent wells. Together, this significantly reduces safety risks and the cost of operations for our clients.
Subsea Services provides a portfolio of Well and Asset services that drive value and efficiency throughout the life of our clients' subsea development cycle. Our vision is to deliver customer service excellence every day, with the purpose of maximizing the performance of our clients’ well and asset operations.
Our vision is to deliver customer service excellence every day, with the purpose of maximizing the performance of our clients’ well and asset operations.
Additional components of the subsea infrastructure will be made available on this configurable platform as we further industrialize our product offering. We are also qualifying a new hybrid-flexible pipe technology that utilizes thermoplastic composite technology and is highly resistant to corrosive compounds.
Additional components of the subsea infrastructure will be made available on this configurable platform as we further industrialize our product offering. We are also qualifying the next generation of flexible pipe solutions with our Hybrid Flexible Pipe (“HFP”), which integrates thermoplastic composite technology within a proven flexible architecture.
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. 13 We focus on talent development through a process called "Talking Talents." This process forms the basis for identifying and developing employees into our three main career pathways: Leadership, Technology, and Project Management.
Well Services include all service offerings for the well: • remotely operated vehicles (ROVs): ROV drill and intervention support services through supervised autonomy and support services, enabled by Schilling Robotics, TechnipFMC’s underwater robotics group; • drilling: exploration and production wellhead systems and services; • installation: installation of subsea production and processing systems and completion of the well; and • intervention and plug & abandonment (P&A): rig and vessel-based well intervention services and subsea P&A.
Well Services include all service offerings for the well: • drilling: exploration and production wellhead systems and services; • installation: installation of subsea production and processing systems and completion of the well; and • intervention and plug & abandonment (“P&A”): rig and vessel-based well intervention services and subsea P&A.
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.
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 criteria, which we believe helps to promote equal opportunity for all employees to grow, contribute, and thrive within our organization.
Our "Check-In" process is embedded in our culture, where managers and employees meet at least quarterly to discuss goals, share feedback, and have in-depth discussion about the employee’s development, including creating individual development plans. This process focuses leaders on the development of people on their team and enables employees to own their career path and focus on the future.
We believe that regular dialogue between managers and employees is key to driving performance and building trust and engagement. Our "Check-In" process is embedded in our culture, where managers and employees meet at least quarterly to discuss goals, share feedback, and have in-depth discussion about the employee’s development, including creating individual development plans.
Offshore floating renewables. TechnipFMC aspires to lead the offshore floating renewables industry by leveraging our differentiated technologies, product standardization, and system integration approach. This emerging market is predicted to grow from very limited today, to an installed base of 11 gigawatts by 2030.
Offshore floating renewables. TechnipFMC aspires to lead the offshore floating renewables industry by leveraging our differentiated technologies, product standardization, and system integration approach.
We provide industry-leading technology for the separation of oil, gas, sand, and water. These solutions are used in onshore production facilities and on offshore platforms worldwide. Our family of separation products delivers client success by increasing efficiency and throughput and reducing the footprint of processing facilities.
Our systems are based on standardized, field-proven solutions and are designed for minimal maintenance during life of field operations. Production Solutions . We provide industry-leading technology for the separation of oil, gas, sand, and water. These solutions are used in onshore production facilities and on offshore platforms worldwide.
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 .
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 . Subsea Services provides a portfolio of well and asset services that drive value and efficiency throughout the life of subsea development.
In addition, in 2024 we launched the Digital Academy which is a collaboration between our Digital, Learning, and Knowledge Management functions to elevate our digital maturity and foundational digital proficiency. This year our employees have completed or in progress of completing over, 9,100 hours of learning on the topic of Digital.
In addition, in 2025 we continued our efforts on the adoption of the Digital Academy, which is a collaboration between our Information & Digital Services, Learning, and Knowledge Management functions to elevate our digital maturity and foundational digital proficiency.
We are also the industry innovator in “hybrid-flexible” pipe, which utilizes unique and proprietary thermoplastic composite materials to meet the needs of the most challenging production environments. Our rigid pipes are designed to optimize flow assurance through innovative insulation coatings, electric trace heating, plastic liners, and pipe-in-pipe systems. Vessels .
Our rigid pipes are designed to optimize flow assurance through innovative insulation coatings, electric trace heating, plastic liners, and pipe-in-pipe systems. Vessels . We have a fleet of 16 vessels, which typically perform the installation of our products and systems.
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.
Workforce Overview Our workforce consists of the following: As of December 31, 2025 2024 2023 Permanent employees 21,975 21,693 21,469 Temporary employees (fixed-term) 1,114 1,155 1,293 Employees on payroll 23,089 22,848 22,762 Contracted workforce 2,318 2,456 2,265 Total workforce 25,407 25,304 25,027 Attracting and Inspiring Talent for a Sustainable Future At TechnipFMC, attracting and developing the right talent is essential to achieving our sustainability ambitions.
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.
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 ® offering and are deployed in most unconventional operations. Our product is the only mechanical solution available today and has demonstrated excellent wear resistance and durability. Flowline .
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.
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. Two different customers accounted for 15.5%, and 14.0%, of our consolidated revenue in 2025, respectively. Our list of customers exceeds 40 unique clients, which allows us to diversify our dependence away from any single customer.
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 are also using a CTO manufacturing model to create superior value for our clients. We are becoming a key enabler of GHG removal, offshore floating renewables, and hydrogen solutions, leveraging our onshore and offshore expertise and demonstrated capabilities in project integration. We will commercialize innovative solutions through our continued collaboration with energy companies and technology providers.
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.
We are a leading supplier of flowline products and services to the oilfield industry. 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.
Using our CTO model for CO 2 distribution and injection will reduce project-specific engineering while enabling custom storage system solutions to be built from pre-engineered products. Integrated control systems will provide flexibility to manage a wide range of functionalities, from surface and subsea injection equipment to downhole and seabed reservoir monitoring systems.
Integrated control systems will provide flexibility to manage a wide range of functionalities, from surface and subsea injection equipment to downhole and seabed reservoir monitoring systems.
Our efforts and achievements in this area include: • Deep Purple™, which is our sustainable energy solution that provides renewable and scalable energy production offshore by integrating hydrogen production, compression, storage, and re-electrification via a fuel cell.
Deep Purple™ is our primary sustainable energy solution that provides renewable and scalable energy production offshore by integrating hydrogen production, compression, storage, and re-electrification via a fuel cell. An at-scale pilot of the Deep Purple™ solution successfully demonstrated our ability to provide stable power through a microgrid served by intermittent power supply.
Organized in two business segments - Subsea and Surface Technologies - we will continue driving change in the energy industry with our pioneering integrated ecosystems, technology leadership and digital innovation. Each of our approximately 21,000 employees is driven by a commitment to our clients’ success and a culture of execution excellence, purposeful innovation, and challenging industry conventions.
Each of our approximately 22,000 employees is driven by a commitment to our clients’ success and a culture of execution excellence, purposeful innovation, and challenging industry conventions.
With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.
With our proprietary technologies and comprehensive solutions, we transform our clients’ project economics, unlocking new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions. Organized in two business segments - Subsea and Surface Technologies - we will continue driving change in the energy industry with our pioneering integrated ecosystems, technology leadership, and digital innovation.
We will approach integration opportunities in renewable markets with an execution model that builds on the success of our iEPCI ™ model in oil and natural gas. By acting as system architect and integrator in a complex and rapidly changing environment, we can play a meaningful role in enabling offshore renewable solutions. The Markets Greenhouse gas removal.
We believe that hydrogen can play an important role in managing power and price fluctuations, enabling the expansion of renewable power. 10 We are approaching integration opportunities in renewable markets with an execution model that builds on the success of our iEPCI ™ model in oil and natural gas.
Our iLearn learning platform continues to be the main hub for delivering our formal learning initiatives such as eLearning courses, videos, instructor led training, and resource materials. We continue to embrace our digital transformation and strive to deliver engaging content.
Building on our solid foundations, we delivered impactful courses, initiatives, and solutions across all of our business segments, in addition to being particularly focused on leadership, technology, and project management. Our iLearn learning platform continues to be the main hub for delivering our formal learning initiatives, such as eLearning courses, videos, instructor-led training, and resource materials.
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.
Existing equipment developed by our Surface Technologies and Subsea businesses can be leveraged to achieve this aim.
This was a result of the initiatives above, our focus on competitive compensation and benefits programs, dedicated efforts on providing learning and development opportunities, and key talent moves identified in succession plans. Learning and Knowledge Management With the forecasted growth in our business, it is imperative to sharpen our focus on enabling our people to grow, develop, and share knowledge.
Learning and Knowledge Management With the forecasted growth in our business, it is imperative to sharpen our focus on enabling our people to grow, develop, and share knowledge. The importance of being able to offer learning and knowledge-sharing opportunities in a digital, 24/7, and global environment has been key to our success.
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.
We actively pursue alliances with companies engaged in the subsea development of oil and natural gas to promote our integrated systems for subsea production. Development of subsea fields, particularly in deepwater environments, involves substantial capital investments.
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 .
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. 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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

90 edited+20 added−17 removed146 unchanged
Biggest changeFactors affecting the prices of oil and natural gas include, but are not limited to, the following: • demand for hydrocarbons, which is affected by worldwide population growth, economic growth rates, and general economic and business conditions; • costs of exploring for, producing, and delivering oil and natural gas; • political and economic uncertainty, socio-political unrest, and geopolitical conflicts, including the continued conflict between Russia and Ukraine, which has resulted in substantial reduction of natural gas imports from Russia to Europe, and significant volatility in the costs of both wholesale gas and power; • governmental laws, policies, regulations, and subsidies related to or affecting the production, use, and exportation/importation of oil and natural gas; • the ability or willingness of the Organization of Petroleum Exporting Countries and the 10 other oil producing countries, including Russia, Mexico, and Kazakhstan (“OPEC+”) to set and maintain production level for oil; • oil refining and transportation capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; • technological advances affecting energy consumption; • development, exploitation, relative price, and availability of alternative sources of energy and our customers’ shift of capital to the development of these sources; • volatility in, and access to, capital and credit markets, which may affect our customers’ activity levels, and spending for our products and services; • decrease in investors’ interest in hydrocarbon producers because of environmental and sustainability initiatives; and • natural disasters.
Biggest changeFactors affecting the prices of oil and natural gas include, but are not limited to, the following: • demand for hydrocarbons, which is affected by worldwide population growth, economic growth rates, and general economic and business conditions; • costs of exploring for, producing, and delivering oil and natural gas; • political and economic uncertainty, socio-political unrest, and geopolitical conflicts, such as unrest in the Middle East and developments in Venezuela; • governmental laws, policies, regulations, and subsidies related to or affecting the production, use, and exportation/importation of oil and natural gas; • foreign trade policies, international sanctions, and tariffs; • the ability or willingness of the Organization of Petroleum Exporting Countries and the 10 other oil producing countries, including Russia, Mexico, and Kazakhstan (“OPEC+”) to set and maintain production level for oil; • oil refining and transportation capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; • technological advances affecting energy consumption; • development, exploitation, relative price, and availability of alternative sources of energy and our customers’ shift of capital to the development of these sources; • volatility in, and access to, capital and credit markets, which may affect our customers’ activity levels, and spending for our products and services; • decrease in investors’ interest in hydrocarbon producers because of environmental and sustainability initiatives (see risk factor “ Increasing scrutiny and expectations regarding sustainability matters could result in additional costs or risks or otherwise adversely affect our business ” for additional information; and • natural disasters.
We are required to invest financial and managerial resources to comply with environmental laws and regulations, and believe that we will continue to be required to do so in the future.
We are required to invest financial and managerial resources to comply with environmental laws and regulations, and we believe that we will continue to be required to do so in the future.
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.
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 and require significant systems changes.
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 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. • Significant changes or developments in U.S. trade policies, including tariffs, and the reactions of other countries thereto may adversely affect us.
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.
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: 23 • 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.
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.
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’ sustainability profiles in making investment or voting decisions.
SOFR has limited history, and the future performance of SOFR cannot be predicted based on historical performance. SOFR, EURIBOR, and certain other interest “benchmarks” may be subject to further regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.
SOFR has limited history, and the future performance of SOFR cannot be predicted based on historical performance. SOFR, EURIBOR, and certain other interest “benchmarks” may be subject to further regulatory 21 guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.
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.
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 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.
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.
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 33 market and business conditions.
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.
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, 22 such initiatives may be costly and may not have the desired effect.
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.
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.
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.
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.
We are unable to predict what effect consolidations and other competitive factors in the industry may have on pricing, capital spending by our customers, our selling strategies, our competitive position, our ability to retain customers, or our ability to negotiate favorable agreements with our customers and suppliers.
We are unable to predict what effect consolidations and other competitive factors in the industry may 19 have on pricing, capital spending by our customers, our selling strategies, our competitive position, our ability to retain customers, or our ability to negotiate favorable agreements with our customers and suppliers.
Moreover, each of our revolving credit agreement and our performance letter of credit agreement includes an increase in interest rates if the ratings for our indebtedness are downgraded, which could have an adverse effect on our results 22 of operations.
Moreover, each of our revolving credit agreement and our performance letter of credit agreement includes an increase in interest rates if the ratings for our indebtedness are downgraded, which could have an adverse effect on our results of operations.
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. We operate in various countries across the world.
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. 20 We operate in various countries across the world.
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.
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.
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.
Moreover, our ability to hedge certain currencies in which we conduct operations, specifically currencies in countries such as Angola and Argentina, may be limited; therefore, we may be subject to increased foreign currency exposures.
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.
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 United Kingdom, and the United States (including the Office of Foreign Assets Control of the U.S.
A number of other nations have proposed and implemented similar measures directed at trade with the United States in 32 response thereto. As a result of these developments and likely similar trade restrictions in the future, there may be greater restrictions and economic disincentives on international trade that could adversely affect our business and results of operations.
A number of other nations have proposed and implemented similar tariff measures directed at trade with the United States in response thereto. As a result of these developments and likely similar trade restrictions in the future, there may be greater restrictions and economic disincentives on international trade that could adversely affect our business and results of operations.
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.
For example, because of Brexit, we may lose some or all of the benefits of tax treaties between the United Kingdom and the remaining members of the EU, and face higher tax liabilities, which may be significant.
Any such claim would be settled between the French and U.K. tax authorities pursuant to the mutual assistance procedure provided for by the tax treaty concluded between France and the United Kingdom.
Any such claim would be settled between the French and U.K. tax authorities pursuant to the mutual agreement procedure provided for by the tax treaty concluded between France and the United Kingdom.
Our operations require us to comply with numerous regulations, violations of which could have a material adverse effect on our financial condition, results of operations, or cash flows.
Our operations require us to comply with numerous laws and regulations, violations of which could have a material adverse effect on our financial condition, results of operations, or cash flows.
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.
We are also subject to evolving privacy laws on cookies, tracking technologies, and e-marketing. Recent European court and regulator decisions are driving increased attention to cookies and tracking technologies.
We continually attempt to develop new technologies for use in our business, including AI and machine learning. However, there is no guarantee of future demand for those technologies because the market for the new technologies may not develop or customers may be reluctant or unwilling to adopt our new technologies.
We continually attempt to develop new technologies for use in our business, including AI. However, there is no guarantee of future demand for those technologies because the market for the new technologies may not develop or customers may be reluctant or unwilling to adopt our new technologies.
Regulatory requirements related to sustainability matters have been, and are being, implemented in the EU in particular, in relation to financial market participants. Such regulatory requirements are being implemented on a phased basis. We expect regulatory requirements related to, and investor focus on, sustainability matters to continue to expand in the EU, the United States, Australia, and more globally.
Regulatory requirements related to sustainability matters have been, and are being, implemented in relation to financial market participants. Such regulatory requirements are being implemented on a phased basis. We expect regulatory requirements related to, and investor focus on, sustainability matters to continue to expand in the EU, the United Kingdom, Australia, and more globally.
Our success depends on our ability to develop, implement, and protect new technologies and services and the intellectual property related thereto. Our success depends on the ongoing development and implementation of new product designs, including the processes used by us to produce and market our products.
Our success depends on our ability to develop, implement, and protect new technologies and services and the intellectual property related thereto. Our success depends on the ongoing development and implementation of new product designs, including the processes used by us to produce, market, install, operate, and maintain our products.
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.
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 operations. Additionally, we are exploring opportunities in GHG removal and offshore floating renewables (wind and tidal energy).
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.
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, 2025, our total debt was $0.4 billion. We also have the capacity under our Credit Agreement to incur additional debt.
For example, in the United States, various policymakers, including the SEC and the State of California, have adopted (or are considering adopting) requirements for certain companies to undertake disclosures or actions on climate or other sustainability matters.
In the United States, various policymakers, including the State of California, have adopted (or are considering adopting) requirements for certain companies to undertake disclosures or actions on climate or other sustainability matters.
“domestic” corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
“domestic” corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the “Code” and such Section, “Section 7874”).
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.
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, cyber terrorism, and wars; • unexpected geopolitical events, armed conflicts and terrorism threats, and the resulting sanctions, embargoes, nationalizations and assets seizures, supply chain disruptions, and foreign exchange control and currency fluctuations; • 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.
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.
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. • We may use artificial intelligence, machine learning, and data science in our business, and challenges with managing such technologies could adversely affect 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.
We do not believe this exception applies. However, the Section 7874 rules are complex and subject to detailed regulations, the application of which is uncertain in various respects. It is possible that the IRS will not agree with our position.
However, the Section 7874 rules are complex and subject to detailed regulations, the application of which is uncertain in various respects. It is possible that the IRS will not agree with our position.
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.
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. 17 • 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, alliances, or business disruptions may have an adverse effect on us. • 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. • 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.
We operate in a manner such that we believe we are eligible for benefits under tax treaties between the United Kingdom and other countries.
We may not qualify for benefits under tax treaties entered into between the United Kingdom and other countries. We operate in a manner such that we believe we are eligible for benefits under tax treaties between the United Kingdom and other countries.
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.
In the event the scope of these laws and regulations expands in the future, or we introduce new features in our products and services or change our operations in a way that subjects 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 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.
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 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. We do not believe this exception applies.
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.
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, through competitive compensation and other comprehensive attraction, retention, and development initiatives, could hinder our operation and expansion, as well as our ability to successfully conduct research activities and develop marketable products and services.
General Risk Factors • Our businesses are dependent on the continuing services of our key managers and employees. • Seasonal, weather, and other climatic conditions could adversely affect demand for our services and operations. • Currency exchange rate fluctuations could adversely affect our financial condition, results of operations, or cash flows. • We are exposed to risks in connection with our defined benefit pension plan commitments. • We may be unable to obtain sufficient bonding capacity for certain contracts, and the need for performance and surety bonds could reduce availability under our credit facility.
General Risk Factors • Our businesses are dependent on the continuing services of our key managers and employees. • Seasonal, weather, and other climatic conditions could adversely affect demand for our services and operations. • Currency exchange rate fluctuations could adversely affect our financial condition, results of operations, or cash flows. • We are exposed to risks in connection with our defined benefit pension plan commitments. • We may be unable to obtain sufficient bonding capacity for certain contracts, and the need for performance and surety bonds could reduce availability under our credit facility. 18 Risks Related to Our Business and Industry Demand for our products and services depends on oil and natural gas industry activity and expenditure levels, which are directly affected by trends in the demand for and price of oil and natural gas.
Moreover, the industry is undergoing consolidation to create economies of scale and to control the value chain, which may affect demand for our products and services because of price concessions from our competitors or decreased customer capital spending.
Our industry, including our customers and competitors, has experienced unanticipated changes in recent years. Moreover, the industry is undergoing consolidation to create economies of scale and to control the value chain, which may affect demand for our products and services because of price concessions from our competitors or decreased customer capital spending.
The EU adopted the directive on December 15, 2022, requiring member states to enact national laws by December 31, 2023, with full application beginning in 2024 (except for the “undertaxed payment rule,” which is applicable for fiscal years starting on or after December 31, 2024). Many EU member states, including France, have now incorporated Pillar Two into domestic law.
The EU adopted the directive on December 15, 2022, requiring member states to enact national laws by December 31, 2023, with full application beginning in 2024 (except for the “undertaxed payment rule,” which is applicable for fiscal years starting on or after December 31, 2024).
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.
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.
We are subject to potential liabilities arising from, among other possibilities, equipment malfunctions, equipment misuse, personal injuries, and natural disasters, any of which may result in hazardous situations, including uncontrollable flows of oil, gas or well fluids, or other sources of energy, fires, and explosions. Our insurance against these risks may not be adequate to cover our liabilities.
We are subject to potential liabilities arising from, among other possibilities, equipment malfunctions, equipment misuse, personal injuries, and natural disasters, any of which may result in hazardous situations, including uncontrollable flows of oil, gas or well fluids, or other sources of energy, fires, and explosions, which could disrupt our operations and damage our brand and reputation.
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.
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.
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.
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. 24 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.
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.
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.
Those letters of credit and surety bond arrangements generally protect customers against our failure to perform our obligations under the applicable contracts. If we are unable to renew or obtain a sufficient level of bonding capacity in the future, we may be precluded from bidding for certain contracts or contracting with certain customers.
If we are unable to renew or obtain a sufficient level of bonding capacity in the future, we may be precluded from bidding for certain contracts or contracting with certain customers. Letters of credit issued against our credit facilities reduce availability under those facilities.
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.
Additionally, capital expenditures for construction projects could materially exceed the initially planned investments, or there could be delays in putting such assets into operation. 26 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.
Our operations and manufacturing activities are governed by international, regional, transnational, and national laws and regulations in every place where we operate relating to matters such as environmental protection, health and safety, labor and employment, import/export controls, currency exchange, bribery and corruption, and taxation.
Our operations and manufacturing activities are governed by international, regional, transnational, and national laws and regulations in every place where we operate relating to matters such as environmental protection, health and safety, labor and employment, import/export controls (including export control laws and regulations administered and enforced by the U.S. Department of Commerce and the U.S.
Department of the Treasury (“U.S. Treasury”), and the U.S. Department of State. The FCPA prohibits corruptly providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. We may deal with both governments and state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA.
Department of the Treasury (“U.S. Treasury”), the U.S. Department of State, and the U.S. Department of Commerce). The FCPA prohibits corruptly providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage.
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.
Due to the types of contracts we enter into and the geographic areas we operate in, the cumulative loss of several major contracts, customers, alliances, or business disruptions within any of these geographic areas may have an adverse effect on our results of operations. We often enter into large, long-term contracts that, collectively, represent a significant portion of our revenue.
In addition, such laws, regulations, and proposals may also result in more onerous obligations with respect to our operations, including the facilities where we manufacture our equipment and systems. Such decline in demand for our equipment, systems, and services and such onerous obligations in respect of our operations may adversely affect our financial condition, results of operations, or cash flows.
In addition, such laws, regulations, and proposals may also result in more onerous obligations with respect to our operations, including the facilities where we import and/or manufacture our equipment and systems.
Further, the insurance may not generally be available in the future or, if available, premiums may not be commercially justifiable.
Our insurance against these risks may not be adequate to cover our liabilities. Further, the insurance may not generally be available in the future or, if available, premiums may not be commercially justifiable.
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”.
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.” These efforts have included cap-and-trade programs, carbon taxes, GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources.
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.
Our business may be materially affected by variation from normal weather patterns, such as cooler or warmer summers and winters.
These laws and regulations are complex, frequently change, and have tended to become more stringent over time.
Department of State), currency exchange, bribery and corruption, taxation, and AI. These laws and regulations are complex, frequently change, and have tended to become more stringent over time.
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.
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. 25 We may use artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations.
The EU GDPR, UK GDPR, and implementing legislation (collectively, “GDPR”) comprehensively regulates our use of personal data, which have increased our obligations, regarding cross-border transfers of personal data outside of the EEA and the UK. In relation to cross-border transfers of personal data, we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue.
The EU GDPR, UK GDPR, and implementing legislation (collectively, “GDPR”) comprehensively regulate our use of personal data and have increased our obligations, regarding cross-border transfers of personal data outside of the EEA and the UK.
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.
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.
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.
Increasing scrutiny and expectations regarding sustainability matters could result in additional costs or risks or otherwise adversely affect our business. There has been ongoing attention from stakeholders, investors, customers, and regulators on renewable energy and sustainability practices and disclosures, including practices and disclosures related to GHGs and climate change, diversity and inclusion initiatives and governance standards.
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.
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.
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.
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), the United Kingdom, the EU, or other countries in which we and our affiliates do business could adversely affect us.
Any deterioration in the value of the defined benefit pension plan assets and/or change in actuarial assumptions and experience could therefore increase our obligations.
Any deterioration in the value of the defined benefit pension plan assets and/or change in actuarial assumptions and experience could therefore increase our obligations. Any such increases in our net pension obligations could adversely affect our financial condition due to increased additional outflow of funds to finance the pension obligations.
Piracy represents a risk for both our projects and our vessels, which operate and transport through sensitive maritime areas. We may face additional risks to the extent other maritime disputes or conflicts emerge, such as the conflict around the Houthis’ attacks in the Red Sea following the Israel/Hamas war.
We may face additional risks to the extent other maritime disputes or conflicts emerge, such as the conflict around the Houthis’ attacks in the Red Sea following the Israel/Hamas war. Such risks have the potential to significantly harm our crews and to negatively impact the execution schedule for our projects.
Similarly, the United Kingdom enacted legislation under the Finance (No. 2) Act 2023, introducing a Pillar Two Income Inclusion Rule (“IIR”) and Multinational Top-up Tax (“MTT”), effective for accounting periods starting on or after December 31, 2023. These rules apply to multinational and U.K. groups with annual revenues exceeding €750 million.
Many EU member states, including France, have now incorporated Pillar Two into domestic law. Similarly, the United Kingdom enacted legislation under the Finance (No. 2) Act 2023, introducing a Pillar Two Income Inclusion Rule (“IIR”) and Multinational Top-up Tax (“MTT”), effective for accounting periods starting on or after December 31, 2023.
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.
These liabilities, if they materialize, could materially and adversely affect our business, financial position, results of operations or cash flows. 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.
The oil and natural gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for oilfield services and downward pressure on the prices we charge.
The oil and natural gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for oilfield services and downward pressure on the prices we charge. Continued volatility or any future reduction in demand for oilfield services could further adversely affect our financial condition, results of operations, or cash flows.
The implementation of this global minimum tax, however, is contingent upon the independent actions of participating countries and is subject to further negotiation among OECD member states.
In October 2021, the OECD introduced a global minimum tax of 15% under its “Pillar Two” framework, with approximately 140 countries tentatively agreeing in principle. The implementation of this global minimum tax, however, is contingent upon the independent actions of participating countries and is subject to further negotiation among OECD member states.
We may, if we determine that it is appropriate, provide disqualified individuals with a payment with respect to the Section 4985 Excise Tax, so that, on a net after-tax basis, they would be in the same position as if no such Section 4985 Excise Tax had been applied. 30 In addition, there can be no assurance that there will not be a change in law or interpretation, including with retroactive effect, which might cause us to be treated as a domestic corporation for U.S. federal income tax purposes.
We may, if we determine that it is appropriate, provide disqualified individuals with a payment with respect to the Section 4985 Excise Tax, so that, on a net after-tax basis, they would be in the same position as if no such Section 4985 Excise Tax had been applied.
In connection with any divestitures, such as our Spin-off and the sale of the Measurement Solutions business, we may incur liabilities for breaches of representations and warranties or failure to comply with operating covenants under any agreement for such transaction.
In connection with any divestitures, we may incur liabilities for breaches of representations and warranties or failure to comply with operating covenants under any agreement for such transaction. In addition, we may have to indemnify the counterparty in a divestiture for certain liabilities associated with the assets or operations subject to the divestiture transaction.
U.S. tax laws and/or guidance could affect our ability to engage in certain acquisition strategies and certain internal restructurings. Even if we are treated as a foreign corporation for U.S. federal income tax purposes, Section 7874, U.S.
Even if we are treated as a foreign corporation for U.S. federal income tax purposes, Section 7874, U.S. Treasury regulations, and other guidance promulgated thereunder may adversely affect our ability to engage in certain future acquisitions of U.S. businesses or to restructure the non-U.S. members of our group.
As a result of doing business in countries throughout the world, including through partners and agents, we are exposed to a risk of violating anti-corruption laws and sanctions regulations. Some of the international locations in which we currently operate or may operate, in the future, have developing legal systems and may have higher levels of corruption than more developed nations.
Some of the international locations in which we currently operate or may operate, in the future, have developing legal systems and may have higher levels of corruption than more developed nations.
We may be unable to obtain sufficient bonding capacity for certain contracts, and the need for performance and surety bonds could reduce availability under our credit facility. In line with industry practice, we are often required to post standby letters of credit to customers or enter into surety bond arrangements in favor of customers.
In line with industry practice, we are often required to post standby letters of credit to customers or enter into surety bond arrangements in favor of customers. Those letters of credit and surety bond arrangements generally protect customers against our failure to perform our obligations under the applicable contracts.
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.
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. These laws and regulations are inherently complex, requiring us to make judgments about their application to our businesses.
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.
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. 32 Significant changes or developments in U.S. or other national trade policies, including tariffs, and the reactions of other countries thereto, may have a material adverse effect on our business and results of operations.
We can give no assurances that we will continue to be able to compete effectively with the products and services or prices offered by our competitors. Our industry, including our customers and competitors, has experienced unanticipated changes in recent years.
In order to compete effectively, we must develop and implement innovative technologies and processes, including building artificial intelligence (“AI”) capabilities into our products and services, and execute our clients’ projects effectively. We can give no assurances that we will continue to be able to compete effectively with the products and services or prices offered by our competitors.
In particular, we expect the European Commission approval of the current EU-US Data Privacy Framework for data transfers to certified entities in the United States to be challenged and international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.
In relation to cross-border transfers of personal data, we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue, and international data transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.
The provisions of the Bribery Act extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments, and penalties. Economic and trade sanctions restrict our transactions or dealings with certain sanctioned countries, territories, and designated persons.
We may deal with both governments and state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. The provisions of the Bribery Act extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments, and penalties.
Failure to complete construction in time, or the inability to complete construction in accordance with design specifications, may result in the loss of revenue. Additionally, capital expenditures for construction projects could materially exceed the initially planned investments, or there could be delays in putting such assets into operation.
Failure to complete construction in time, or the inability to complete construction in accordance with design specifications, may result in the loss of revenue.
Any such increases in our net pension obligations could adversely affect our financial condition due to increased additional outflow of funds to finance the pension obligations. 33 In addition, applicable law and/or the terms of the relevant defined benefit pension plan may require us to make cash contributions or provide financial support upon the occurrence of certain events.
In addition, applicable law and/or the terms of the relevant defined benefit pension plan may require us to make cash contributions or provide financial support upon the occurrence of certain events. We cannot predict whether, or to what extent, changing market or economic conditions, regulatory changes, or other factors will further increase our pension expense or funding obligations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor interoperability, our controls leverage the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use ISO27001:2022 and NIST CSF as guides to help us identify, assess, and manage cybersecurity risks relevant to our business.
Biggest changeThis does not imply that we meet any particular standard, specification, or requirement, only that we use ISO27001:2022 and NIST CSF to help guide our approach to identifying, assessing, and managing cybersecurity risks relevant to our business.
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.
Our ISSC also updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents as well as 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.
Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
Cybersecurity Governance Our Board considers cybersecurity risk as part of its overall risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels, and governance processes that apply across other legal, compliance, strategic, operational, and financial risk areas.
The Audit Committee reviews and considers our risks relating to cybersecurity and receives and reviews from our Information Security Steering Committee (“ISSC”) regular reports on our cyber readiness, adversary assessment, risk profile status, and any countermeasures undertaken or considered by us.
The Audit Committee reviews and considers our risks relating to cybersecurity and receives and reviews regular reports from our Information Security Steering Committee (“ISSC”) on our cyber readiness, adversary assessments, risk profile, and any countermeasures undertaken or considered by us.
See "Risk Factors—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." Otherwise, however, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
See "Risk Factors—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." However, aside from these general and ongoing risks, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Key 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.
Key elements of our cybersecurity risk management program include but are not limited to: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, and services; 34 • 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 for 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.
Our ISSC, including the Chief Technology Officer, Chief Legal Officer, Chief Information Officer, and CISO, is responsible for assessing and managing our material risks from cybersecurity threats. The ISSC receives monthly reports and updates from the CISO on our cybersecurity risks and cybersecurity incidents.
Our ISSC, composed of senior leaders including the Chief Technology Officer, Chief Legal Officer, Chief Information Officer, and CISO, is responsible for assessing and managing our material risks from cybersecurity threats. The ISSC receives monthly reports and updates from the CISO on cybersecurity risks and cybersecurity incidents.
Our ISSC assists our management team to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.
The ISSC assists management in staying informed about and monitoring efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources(including external consultants) and alerts and reports produced by security tools deployed in our IT environment. 35
The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our ISSC includes team members who have previously completed ISO27001 certification for international companies as well as individuals with professional cybersecurity relevant certifications such as CISSP and CCISO.
The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our ISSC includes team members with decades of cybersecurity experience and professional cybersecurity relevant certifications such as CISSP.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We design and assess our information security program with reference to the ISO27001:2022 standard.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information to support the strategic needs of our business.
Added
Our information security program is designed with reference to the ISO27001:2022 standard and the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”).
Added
In alignment with industry practices, our information security processes and governance are informed by “key security principles,” including network security, patch and vulnerability management, least privilege, zero-trust based access controls, strong authentication practices, secure change management, and protection against malware and other threats.
Added
We routinely perform information protection and risk assessment reviews to help ensure our security posture remains appropriately aligned to our business needs and the threat landscape. We face ongoing material risks from cybersecurity threats, which the U.S.
Added
Our CISO brings more than two decades of experience in information security and risk management and holds a Master in Business Administration and multiple industry-recognized professional certifications, including, CISSP, Certified in Risk and Information Systems Control (CRISC), and CompTIA Security+.

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, 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.
Biggest changeThe following table shows our principal real estate properties by reporting segment at December 31, 2025: Location Segment Africa Hassi Messaoud, Algeria Surface Technologies Lagos, Nigeria Subsea Luanda, Angola Subsea Port Harcourt, Nigeria Subsea Takoradi, Ghana Subsea Asia Hyderabad, India Subsea, Surface Technologies Jakarta, Indonesia Subsea, Surface Technologies Johor, Malaysia Subsea Kuala Lumpur, Malaysia Subsea; Surface Technologies Noida, India Subsea, Surface Technologies Nusajaya, Malaysia Subsea Singapore Subsea, Surface Technologies Australia Henderson, Australia Subsea; Surface Technologies Perth, Australia Subsea Europe Aberdeen, United Kingdom Subsea, Surface Technologies Aktau, Kazakhstan Surface Technologies Arnhem, Netherlands Surface Technologies Bergen, Norway Subsea Courbevoie (Paris - La Défense), France Subsea Dunfermline, United Kingdom Subsea, Surface Technologies Evanton, United Kingdom Subsea Horten, Norway Subsea Kongsberg, Norway Subsea, Surface Technologies Krakow, Poland Subsea Le Trait, France Subsea Lisbon, Portugal Subsea Lysaker, Norway Subsea Newcastle, United Kingdom Subsea Orkanger, Norway Subsea Sens, France Surface Technologies Stavanger, Norway Subsea, Surface Technologies Veenoord, Netherlands Surface Technologies Westhill, United Kingdom Subsea Middle East 36 Location Segment Abu Dhabi, United Arab Emirates Surface Technologies Dhahran, Saudi Arabia Surface Technologies Doha, Qatar Surface Technologies Jebel Ali, Dubai Surface Technologies North America Charleroi (Pennsylvania), United States Surface Technologies Davis (California), United States Subsea Houston (Texas), United States Subsea, Surface Technologies Odessa (Texas), United States Surface Technologies San Antonio (Texas), United States Surface Technologies 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 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
John’s (Newfoundland), Canada Subsea Stephenville (Texas), United States Surface Technologies Theodore (Alabama), United States Subsea Veracruz, Mexico Surface Technologies South America Georgetown, Guyana Subsea Macaé, Brazil Subsea Neuquén, Argentina Surface Technologies Rio de Janeiro, Brazil Subsea, Surface Technologies São João da Barra, Brazil Subsea Suriname Subsea Vitória, Brazil Subsea Yopal, Colombia Surface Technologies The following table shows marine vessels in which we held an interest or operated as of December 31, 2025: 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 37

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−2 removed0 unchanged
Biggest changeHowever, 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.
Biggest changeAs of February 17, 2026, according to data provided by our transfer agent, there were 3,288 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.
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.
The comparison assumes $100 was invested in our ordinary shares and in both of the indexes on December 31, 2020, 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.
(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.
(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, 2020 to December 31, 2025 with the Standard & Poor’s 500 Index (“S&P 500 Index”) and PHLX Oil Services Index.
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.
Together with the then-existing program, the Company’s total share repurchase authorization was increased to $3.8 billion. For the three months ended December 31, 2025, we repurchased 3,882,086 shares for a total cost of $168.1 million at an average price of $43.28 per share.
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.
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 15 “Stockholders’ Equity” to the Consolidated Financial Statements in Item 8.
Issuer 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.
Issuer Purchases of Equity Securities The following table summarizes repurchases of our ordinary shares during the three months ended December 31, 2025: 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, 2025 to October 31, 2025 757,005 $ 41.28 757,005 55,938,360 November 1, 2025 to November 30, 2025 2,444,678 $ 43.28 2,444,678 48,767,445 December 1, 2025 to December 31, 2025 680,403 $ 45.47 680,403 48,839,091 Total 3,882,086 $ 43.28 3,882,086 (a) In October 2025, the Board of Directors authorized additional share repurchases of up to $2.0 billion.
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.
We intend to pay dividends on a quarterly basis, subject to review and approval by our Board of Directors in its sole discretion. We regularly evaluate our cash and capital structure, including the size, pace, and form of capital return to shareholders.
Removed
We had no unregistered sales of equity securities during the year ended December 31, 2024.
Added
We estimate that there were approximately 198,444 shareholders whose shares were held in “street name” by banks, brokers, or other financial institutions as of February 17, 2026. We had no unregistered sales of equity securities during the year ended December 31, 2025.
Removed
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]
Added
As of December 31, 2020 2021 2022 2023 2024 2025 TechnipFMC plc $ 100.00 $ 84.65 $ 174.31 $ 289.46 $ 419.09 $ 649.17 S&P 500 Index 100.00 128.68 105.36 133.03 166.28 195.98 PHLX Oil Services Index 100.00 120.74 194.98 198.71 175.53 181.72 ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

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

57 edited+29 added−40 removed50 unchanged
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.
Biggest changeYear Ended December 31, Change (In millions, except percentages) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenue $ 9,932.6 $ 9,083.3 $ 7,824.2 $ 849.3 9.4 % $ 1,259.1 16.1 % Costs and expenses Cost of sales 7,751.2 7,360.2 6,550.1 391.0 5.3 % 810.1 12.4 % Selling, general and administrative expense 705.3 667.1 675.9 38.2 5.7 % (8.8) (1.3) % Research and development expense 83.1 73.4 69.0 9.7 13.2 % 4.4 6.4 % Restructuring, impairment and other expenses 72.8 25.8 20.0 47.0 182.2 % 5.8 29.0 % Total costs and expenses 8,612.4 8,126.5 7,315.0 485.9 6.0 % 811.5 11.1 % Other income (expense), net (57.7) (45.9) (248.3) (11.8) (25.7) % 202.4 81.5 % Income from equity affiliates 47.0 21.7 34.4 25.3 116.6 % (12.7) (36.9) % Gain on disposal of Measurement Solutions business — 71.3 — (71.3) (100.0) % 71.3 100.0 % Net interest expense (39.5) (63.5) (88.7) 24.0 37.8 % 25.2 28.4 % Income before income taxes 1,270.0 940.4 206.6 329.6 35.0 % 733.8 355.2 % Provision for income taxes 302.9 85.1 154.7 217.8 255.9 % (69.6) (45.0) % Net income 967.1 855.3 51.9 111.8 13.1 % 803.4 1,548.0 % (Income) loss attributable to non-controlling interests (3.2) (12.4) 4.3 9.2 74.2 % (16.7) (388.4) % Net income attributable to TechnipFMC plc $ 963.9 $ 842.9 $ 56.2 $ 121.0 14.4 % 786.7 1,399.8 % Results of Operations in 2025 Compared to 2024 Revenue Revenue increased by $849.3 million in 2025, compared to the same period in 2024.
Net Cash (Debt) - Net cash (debt) is a non-GAAP financial measure reflecting cash and cash equivalents, net of debt. Management uses this non-GAAP financial measure to evaluate our capital structure and financial leverage.
Net Cash - Net cash is a non-GAAP financial measure reflecting cash and cash equivalents, net of debt. Management uses this non-GAAP financial measure to evaluate our capital structure and financial leverage.
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.
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 the delivery of both conventional and new energy supply.
See Note 1 to our consolidated financial statements for further details. Revenue Recognition The majority of our revenue is derived from long-term contracts that can span several years. We account for revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606, Revenues from Contracts with Customers. The unit of account in ASC Topic 606 is a performance obligation.
See Note 1 to our consolidated financial statements for further details. Revenue Recognition The majority of our revenue is derived from long-term contracts that can span several years. We account for revenue in accordance with Accounting Standard Codification (“ASC”) 606, Revenues from Contracts with Customers. The unit of account in ASC 606 is a performance obligation.
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.
Net cash 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 cash, utilizing details of classifications from our consolidated balance sheets.
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.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 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, 2024.
Our capital expenditures can be adjusted and managed to match market demand and activity levels. Projected capital expenditures do not include any contingent capital that may be needed to respond to contract awards.
Our capital expenditures can be adjusted and managed to match market demand and activity levels. Projected capital expenditures do not include all contingent capital that may be needed to respond to contract awards.
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.
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 Credit Agreement is reduced by the outstanding commercial paper and letters of credit issued against the facility.
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 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 2025 Pension Expense Before Income Taxes Increase (Decrease) in Projected Benefit Obligation as of December 31, 2025 25 basis point decrease in discount rate $ 0.3 $ 21.4 25 basis point increase in discount rate $ (0.3) $ (20.4) 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 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.
Our credit spread, and the credit spread of other counterparties not publicly available, are approximated using the spread of similar companies in the same industry, of similar size, and with the same credit rating. See Notes 23 and 24 to our consolidated financial statements for further details.
Our credit spread, and the credit spread of other counterparties not publicly available, are approximated using the spread of similar companies in the same industry, of similar size, and with the same credit rating. See Notes 21 and 22 to our consolidated financial statements for further details.
The cash dividends paid during the year ended December 31, 2024 were $85.9 million. These dividends represent $0.20 per share on an annualized basis. We intend to pay dividends on a quarterly basis, subject to review and approval by our Board of Directors in its sole discretion.
The cash dividends paid during the year ended December 31, 2025 were $82.3 million. These dividends represent $0.20 per share on an annualized basis. We intend to pay dividends on a quarterly basis, subject to review and approval by our Board of Directors in its sole discretion.
Based upon the remaining repurchase authority of $1.1 billion and the closing stock price as of December 31, 2024, approximately 37.8 million ordinary shares could be subject to repurchase. Since the initial share repurchase authorization in July 2022, we have purchased an aggregate amount of $705.5 million of ordinary shares through December 31, 2024. All shares repurchased were immediately cancelled.
Based upon the remaining repurchase authority of $2.2 billion and the closing stock price as of December 31, 2025, approximately 48.8 million ordinary shares could be subject to repurchase. Since the initial share repurchase authorization in July 2022, we have purchased an aggregate amount of $1.6 billion of ordinary shares through December 31, 2025. All shares repurchased were immediately cancelled.
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.
Year Ended December 31, (In millions) 2025 2024 2023 Cash provided by operating activities $ 1,764.6 $ 961.0 $ 693.0 Capital expenditures (317.2) (281.6) (225.2) Free cash flow $ 1,447.4 $ 679.4 $ 467.8 Debt and Liquidity We are committed to maintaining a capital structure that provides sufficient cash resources to support future operating and investment plans.
The increase of $268.0 million in 2024, as compared to 2023, was due to increased volume and an improved mix of projects resulting in strong cash collections, offset by a higher volume of vendor payments to support the higher business activity. Investing cash flows - We used $75.8 million and $125.6 million in investing activities during 2024 and 2023, respectively.
The increase of $803.6 million in 2025, as compared to 2024, was due to increased volume and an improved mix of projects resulting in strong cash collections, offset by a higher volume of vendor payments to support the higher business activity. Investing cash flows - We used $298.3 million and $75.8 million in investing activities during 2025 and 2024, respectively.
CTO has allowed us to redefine our sourcing strategy and transform our manufacturing flow, resulting in up to 25 percent lower product cost and a shortened 12-month delivery time for subsea production equipment—savings that are both real and sustainable.
Subsea 2.0® has allowed us to redefine our sourcing strategy and transform our manufacturing flow, resulting in up to 25 percent lower product cost and as much as a 12-month reduction in delivery time for subsea production equipment — savings that are both real and sustainable.
See Note 5 to our consolidated financial statements for further details.
See Note 4 to our consolidated financial statements for further details.
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 ).
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 15 ), long-term debt obligations ( Note 14 ), guarantees ( Notes 10 and 18 ), and lease payment obligations ( Note 3 ).
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 gross profit for the year ended December 31, 2025 was positively impacted on a net basis by approximately $87.0 million, as a result of aggregate changes in contract estimates related to projects that were in progress as of December 31, 2024 with net $66.1 million favorable and $20.9 million favorable in our Subsea and Surface Technologies segments, respectively.
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.
Year Ended December 31, (In millions) 2025 2024 Cash and cash equivalents $ 1,031.9 $ 1,157.7 Short-term debt and current portion of long-term debt (34.3) (277.9) Long-term debt, less current portion (395.7) (607.3) Net cash $ 601.9 $ 272.5 46 Cash Flows Cash flows for the years ended December 31, 2025, 2024, and 2023 were as follows: Year Ended December 31, (In millions) 2025 2024 2023 Cash provided by operating activities $ 1,764.6 $ 961.0 $ 693.0 Cash required by investing activities (298.3) (75.8) (125.6) Cash required by financing activities (1,620.9) (648.0) (656.5) Effect of exchange rate changes on cash and cash equivalents 28.8 (31.2) (16.3) Increase (decrease) in cash and cash equivalents $ (125.8) $ 206.0 $ (105.4) (Increase) decrease in working capital $ 302.1 $ (98.9) $ 302.2 Free cash flow $ 1,447.4 $ 679.4 $ 467.8 Operating cash flows - During 2025 and 2024, we generated $1,764.6 million and $961.0 million in operating cash flows, respectively.
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.
This has paved the way for us to adopt a similar operating model for other products within our portfolio, enabling an enterprise-wide way of working. Given these significant improvements, more offshore discoveries can be developed economically below current oil prices.
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.
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.
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.
Net Interest Expense Net interest expense decreased by $24.0 million in 2025, compared to 2024, primarily due to the reduction in outstanding debt. Provision for Income Taxes Our provision for income taxes for 2025 and 2024 reflected effective tax rates of 23.9% and 9.0%, respectively.
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.
Inbound Orders Year Ended December 31, (In millions) 2025 2024 Subsea $ 10,060.4 $ 10,403.5 Surface Technologies 1,095.8 1,171.1 Total inbound orders $ 11,156.2 $ 11,574.6 45 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 - 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.
Surface Technologies - Order backlog for Surface Technologies as of December 31, 2025, decreased by $158.3 million, compared to December 31, 2024. Surface Technologies’ backlog of $699.9 million as of December 31, 2025, was composed primarily of projects for customers in the Middle East, namely ADNOC and Saudi Aramco.
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.
As of December 31, 2025 there were no letters of credit or commercial paper outstanding, and our availability under the Credit Agreement was $1,250.0 million. As of December 31, 2025, TechnipFMC was in compliance with all debt covenants.
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.
Certain projects were significantly impacted negatively by changes to estimated project costs during the period, resulting in an impact of $115.5 million. These were offset partially by projects with material positive impacts from favorable negotiations of variable considerations of $72.8 million. The remaining other changes resulted in a net positive impact of $129.7 million.
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.
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 grow the deepwater opportunity set for our clients.
As of December 31, 2024, we had $1.6 billion of purchase obligations, more than 90% of which is short-term.
As of December 31, 2025, we had $2.9 billion of purchase obligations, more than 93% of which is short-term.
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.
Order Backlog December 31, (In millions) 2025 2024 Subsea $ 15,871.7 $ 13,518.1 Surface Technologies 699.9 858.2 Total order backlog $ 16,571.6 $ 14,376.3 Subsea - Subsea backlog of $15,871.7 million as of December 31, 2025 increased by $2,353.6 million compared to December 31, 2024, and was composed of various subsea projects, including TotalEnergies GranMorgu and Mozambique LNG; bp Tiber, Kaskida and NEP, Shell Orca and Bonga North; Equinor Raia and Johan Sverdrup Phase 3; Petrobras Mero 3 HISEP® and Buzios 6; Energean Katlan; ENI Coral North and ExxonMobil Whiptail and Hammerhead.
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).
We believe free cash flow 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, which is the most directly comparable financial measure determined in accordance with GAAP, to free cash flow (non-GAAP measure).
These decreases were partially offset by a net increase in miscellaneous other non-operating charges. Gain on disposal of Measurement Solutions business For the year ended December 31, 2024, we recognized a gain of $71.3 million from the sale of equity interests and assets of MSB.
The year-over-year increase was driven by an increase in the operational activity of our joint ventures. Gain on disposal of Measurement Solutions business For the year ended December 31, 2024, we recognized a gain of $71.3 million from the sale of equity interests and assets of MSB.
We believe these fundamental changes are sustainable, as a result of new business models and technology pioneered by our company. There is also momentum in new offshore frontiers as nations look to expand economic growth through the development of more recent resource discoveries. In late 2024, we were awarded TotalEnergies’ GranMorgu project—the first subsea development in Suriname.
We believe these fundamental changes are sustainable as a result of new business models and technology pioneered by our company – all of which serve as key enablers in our relentless pursuit of the reduction of project cycle time. There is also momentum in new offshore frontiers as nations look to expand economic growth through the development of natural resources.
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.
TechnipFMC’s unique capabilities in these markets — which demand higher-specification equipment and local presence, including a services footprint — provides a differentiated growth opportunity for our company. 42 CONSOLIDATED RESULTS OF OPERATIONS This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
The Company’s total share repurchase authorization increased to $1.8 billion of our outstanding ordinary shares under our share repurchase program, and pursuant to this share repurchase program, we repurchased $400.1 million of ordinary shares during the year ended December 31, 2024.
Share Repurchase - On October 22, 2025, our Board of Directors authorized additional share repurchases of up to $2.0 billion, which increased the Company’s total share repurchase authorization to $3.8 billion under our share repurchase program, and pursuant to this share repurchase program, we repurchased $918.3 million of ordinary shares during the year ended December 31, 2025.
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.
We also foresee the expanding reach of Subsea Services, derived from an aging installed base that continues to grow. 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.
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.
Surface Technologies Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenue $ 1,266.7 $ 1,263.4 $ 1,389.4 $ 3.3 0.3 % $ (126.0) (9.1 %) Operating profit $ 136.7 $ 204.2 $ 114.6 $ (67.5) (33.1 %) $ 89.6 78.2 % Operating profit as a percentage of revenue 10.8 % 16.2 % 8.2 % (5.4) bps 8.0 bps Surface Technologies revenue increased by $3.3 million, compared to the same period in 2024, largely attributable to $53.0 million increase in revenue from strong activity in the Middle East, Europe and Africa.
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.
Our efforts are focused on greenhouse gas (“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. In our New Energy business, we are executing multiple first-of-its-kind project awards, including the Mero 3 HISEP® project for Petrobras offshore Brazil.
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.
The change in the effective tax rate was mainly due to changes of valuation allowances on some of our deferred tax assets and geographical profit mix year-over-year. Our effective tax rate can fluctuate depending on our country mix of earnings, since our foreign earnings are generally subject to tax rates that differ from the United Kingdom’s statutory rate.
Surface Technologies operating profit increased by $89.6 million compared to the same period in 2023 and was primarily driven by the $71.3 million gain on the sale of MSB, which was partially offset by lower activity in North America and Latin America, resulting in a net increase of $57.1million.
This increase was offset by a $49.7 million decrease due to lower activity in North America, Latin America and the sale of MSB. Surface Technologies operating profit decreased by $67.5 million compared to the same period in 2024.
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.
A summarized description of our products and services and annual financial data for each segment can be found in Note 5 to our consolidated financial statements. 39 Total Company • Inbound orders of $11.2 billion drove backlog growth of 15% year-over-year to $16.6 billion; • Cash provided by operating activities increased 84% to $1.8 billion versus the prior year, with free cash flow growing 113% to $1.4 billion; • Shareholder distributions more than doubled versus the prior year—returning $1.0 billion through share repurchases and dividends—and authorized additional share repurchases of up to $2 billion; • Increased Company’s financial flexibility by reducing total short-term and long-term debt by $455.2 million while maintaining cash and cash equivalents above $1.0 billion; and • Reiterated our commitment to robust shareholder distributions, pledging to return at least 70% of free cash flow to shareholders in 2026.
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.
Subsea Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenue $ 8,665.9 $ 7,819.9 $ 6,434.8 $ 846.0 10.8 % $ 1,385.1 21.5 % Operating profit $ 1,299.4 $ 953.1 $ 543.6 $ 346.3 36.3 % $ 409.5 75.3 % Operating profit as a percentage of revenue 15.0 % 12.2 % 8.4 % 2.8 bps 3.8 bps 44 Subsea revenue increased $846.0 million du ring the year ended December 31, 2025 , compared to the same period in 2024 , related to higher energy demand and upstream spending, further aided by our unique commercial offerings.
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.
Gross Profit Gross profit (revenue less cost of sales) increased to $2,181.4 million in 2025 compared to $1,723.1 million in 2024. Subsea gross profit increased year-over-year by $437.3 million, of which $267.5 million was due to a favorable activity mix and $169.8 million was due to volume increase.
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.
Subsea operating profit for the year ended December 31, 2025, increased by $346.3 million. This was largely due to favorable activity mix, which contributed $267.5 million, and higher volume, which added $169.8 million. These improvements were partially offset by $51.6 million in increased operating expense related to the higher activity and $39.4 million of restructuring expense.
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.
The increase of $222.5 million in cash used was primarily due to $186.1 million in proceeds received from the sale of MSB in 2024, and a $35.6 million increase in capital expenditures in 2025 as compared to the same period in 2024. Financing cash flows - Financing activities used $1,620.9 million and $648.0 million in 2025 and 2024, respectively.
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.
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. Management uses this non-GAAP financial measure to evaluate our financial condition.
With CTO, we have designed an architecture, process, tools, and culture, that are scalable and transformational to the future of our company.
This technology simplifies projects by leveraging a Configure-to-Order (“CTO”) model to further accelerate time to first production while driving greater efficiencies for TechnipFMC. With Subsea 2.0® and CTO, we have designed an architecture, process, tools, and culture that are scalable and transformational to the future of our company.
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 – Innovative approaches to subsea projects have improved project economics through more efficient design and installation of the entire subsea field architecture.
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.
The increase was primarily attributable to an increase in Subsea revenue of $846.0 million. This growth was driven by the conversion of a backlog, 11.1% higher as of December 31, 2024, when compared to December 31, 2023, resulting in increased revenue activity across iEPCI™, flexible supply and subsea services particularly in Brazil, Norway, Nigeria and Israel.
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.
Corporate Items Year Ended December 31, Favorable/(Unfavorable) (In millions, except %) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Corporate expense $ (114.9) $ (124.9) $ (243.9) $ 10.0 8.0 % $ 119.0 48.8 % Corporate expense decreased by $10.0 million compared to the same period in the prior year, due to decreased costs associated with our corporate support functions.
Surface Technologies revenue decreased by $126.0 million, compared to the same period in 2023. The decline was primarily due to lower activity in North America, Europe, Latin America and the sale of MSB during the three months ended March 31, 2024, which collectively decreased revenues by $202.9 million.
Surface Technologies revenue increased by $3.3 million compared to the same period in 2024, reflecting a $53.0 million increase from higher activity in the Middle East, Europe and Africa. This increase was offset by a $49.7 million decline in revenue due to lower activity in North America, Latin America and the sale of the Measurement Solutions business (“MSB”).
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.
This project is enabling the capture, processing, and reinjection of CO 2 -rich dense gases on the seabed to reduce emission intensity while increasing production. In the UK, we are executing the first all-electric, subsea iEPCI™ for carbon capture and storage for the Northern Endurance Partnership, a joint venture between bp, Equinor, and TotalEnergies.
As a result of the S&P and Fitch investment grade ratings and the satisfaction of certain other conditions precedent, the Investment Grade Debt Rating (as defined in the Credit Agreement) has occurred and the collateral securing the Credit Agreement and the Performance LC Credit Agreement was released.
The investment-grade ratings from S&P (March 2024) and Fitch (June 2024), together with the satisfaction of the other conditions under our Credit Agreement, resulted in the release of the collateral that previously secured the Credit Agreement and the Performance LC Credit Agreement.
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.
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 We continuously assess the realizability of deferred tax assets at each balance sheet date across all jurisdictions in which we operate.
Certain items have been excluded in computing segment operating profit and are included in corporate items.
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 5 to our consolidated financial statements for further details.
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.
Our surface activities on US land represented less than five percent of total Company revenue in 2025. International markets comprise a significant portion of segment revenue, representing 65 percent in 2025. These markets are less cyclical, as most activities are undertaken by national oil companies with long-term investment horizons and a lower cost of development.
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.
Importantly, these results reflect major milestones on our more ambitious journey ahead. We enter 2026 with a strong market outlook and a further step-up in our targeted financial performance. BUSINESS OUTLOOK Overall Outlook – The global economy is expected to show moderate growth in 2026, led by India, China, and the United States.
Surface Technologies revenue decreased by $126.0 million, compared to the same period in 2023, primarily due to $202.9 million decrease in revenue as a result of lower drilling and completion activity in North America, Europe, Latin America and the sale of MSB during the three months ended March 31, 2024.
The increase was primarily due to $47.4 million attributable to strong 43 activity in the Middle East, Europe and Africa, partially offset by a decrease of $30.0 million due to lower activity in North America, Latin America, Asia Pacific as well as the sale of MSB.
Removed
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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Subsea • Delivered on our commitment to achieve $30 billion in Subsea inbound orders over the 3-year period ending 2025, including $10.1 billion of orders in 2025; • Services inbound increased for a fifth consecutive year to more than $1.8 billion, supported by a growing installed base and aging infrastructure; • Combination of direct awards, iEPCI™ projects, and services exceeded 80% of Subsea inbound orders for the year, highlighting the strength of our differentiated offerings and innovative technologies; and • New iEPCI™ alliances with Vår Energi and Cairn Oil & Gas provide additional integrated opportunities.
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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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Surface Technologies • Inbound orders of $1.1 billion were driven by international markets; and • Revenue from international markets increased year-over-year, representing 65% of segment revenue; and • Experienced further commercial success of iComplete®—our high-performance, surface pressure containment ecosystem—with increased client adoption in high activity basins. We finished the year having delivered on many notable achievements.
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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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Resilient consumer spending and easing of monetary policy in key regions should be essential drivers of economic growth. Continued investment in artificial intelligence (AI) is expected to provide additional support. Shifting trade and inflation dynamics and an uneven global recovery present risk to the growth outlook.
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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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At the same time, persistent geopolitical conflicts underscore the strategic importance of energy security worldwide. In April 2025, OPEC+ members took actions to unwind a series of voluntary production cuts. After restoring over two million barrels of production, further output expansion was postponed to prevent oversupply and maintain market stability.
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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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Oil forecasts for Brent crude average between $50 and $60 per barrel in 2026, with increased supply expected to outpace growth in near-term demand.
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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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Natural gas prices are forecast to remain relatively stable, with rising demand from AI-driven data centers likely to be met by growth in global supply, primarily from increased exports of liquefied natural gas (LNG) from the United States. The long-term outlook for oil and natural gas is positive.
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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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Oil is projected to remain the largest primary energy source, with global demand for natural gas projected to significantly increase, largely due to growth in both electricity demand and industrial activity in developing countries. Renewables investment continues, although at a slower pace than previously forecast.
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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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Notably, the International Energy Agency revised its market outlook, projecting that oil demand could grow through 2050—a major shift from its previous view that demand would peak by 2030.
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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.
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In that context, TechnipFMC is well positioned to translate our technological and operational strength into value for our clients. Within offshore, we are seeing more clients adopt a portfolio approach to development. Instead of focusing on the next project exclusively, operators are taking a broader portfolio view of their opportunities – executing a vision for their entire asset base.
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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.
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One example of this change is simultaneous development of greenfield assets, where an 40 operator will carry out multiple projects in parallel rather than waiting for completion of the first project to incorporate learnings into subsequent phases.
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In our New Energy business, we announced a new collaboration agreement in 2024 to deliver the industry’s first full water-column solution for offshore floating wind.
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By executing as a single unit, operators benefit from integration and standardization that enable them to reach target production more quickly and economically than would be possible as standalone projects. We also believe that offshore will play a meaningful role in the development of renewable energy resources and the reduction of carbon emissions.
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Together with Prysmian, the leader in cabling solutions for the energy transition, we will combine our expertise in system design and integration capabilities in dynamic offshore applications to provide an iEPCI ™ solution for the offshore floating wind market.

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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 changeTo 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.
Biggest changeTo 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 $7.2 million i n unrealized earnings from foreign currency forward contracts designated as cash flow hedges in the period of change.
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.
We do not use derivative financial instruments for speculative purposes. As of December 31, 2025 and 2024, substantially all of our derivative holdings consisted of foreign currency forward contracts and foreign currency instruments embedded in purchase and sale contracts.
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
Based on our portfolio as of December 31, 2025, we have material positions with exposure to interest rates in the United States, Brazil, the United Kingdom, Singapore and Norway. 53
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.
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 $116.6 million in the net fair value of cash flow hedges reflected in our consolidated balance sheet as of December 31, 2025.
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.
We do not hedge this translation impact on earnings. A 10% increase or decrease in the average exchange rates of all foreign currencies over 2025 would have changed our revenue and income before income taxes attributable to TechnipFMC by approximately $521.7 million and $65.3 million, respectively.

Other FTI 10-K year-over-year comparisons