Contents
Strategic Report
1
Letter from our Chair and CEO
1
2024 Financial Performance
3
Company Overview
4
Business Segments
6
Business Review
15
Non-Financial & Sustainability Information Statement
29
Corporate Sustainability
30
Environmental
33
Social
41
Employee Matters
44
Governance
49
Our Compliance Program
51
Supply Chain and Customer Matters
55
Health, Safety, and Security
56
Decision-making and Section 172 of the Companies Act
59
Principal Risks and Uncertainties
61
Directors’ Report
80
Directors
80
Share Capital and Articles of Association of the Company
81
Share Repurchases
82
Significant Shareholdings
82
Directors’ Indemnities
83
Company Details and Branches Outside the United Kingdom
83
Dividend
83
Employee Engagement and Business Relationships
83
Greenhouse Gas Emissions and Energy Consumption
83
Events since December 31, 2024
84
Future Developments
84
Change in Control
84
Political Donations
84
Financial Risk Management Objectives/Policies and Hedging Arrangements
84
Research and Development
85
Directors’ Responsibility Statements
86
Directors’ Remuneration Report
88
Introduction and Compliance Statement
88
Letter from the Chair of the Compensation and Talent Committee
89
Annual Report on Remuneration: At-a-Glance - 2024 Highlights
95
Annual Report on Remuneration: Report for the Year Ended December 31, 2024
97
Elements of 2024 Executive Director Compensation
99
Statement of Directors' Shareholding and Share Interests
112
Application of the policy in 2025
118
Activities of the Compensation and Talent Committee in 2024
124
Statement of Voting at Annual Shareholders’ Meeting
127
Remuneration Policy
128
Approach to Recruitment Remuneration
137
Service Agreement
138
Illustrations of Application of Directors' Remuneration Policy
139
Policy on Payment for Loss of Office
142
Potential Payments upon Change in Control
142
Differences between Remuneration Policy for Executive Directors and Other Employees
146
Statement of consideration of employment conditions elsewhere in the Company
146
Statement of consideration of shareholder views
146
Independent auditors’ report to the members of TechnipFMC plc
149
Consolidated Financial Statements
156
1. Consolidated Statements of Income
157
2. Consolidated Statements of Other Comprehensive Income
158
3. Consolidated Statements of Financial Position
159
4. Consolidated Statements of Cash Flows
161
5. Consolidated Statements of Changes in Equity
163
6. Notes to Consolidated Financial Statements
164
Company Financial Statements
253
1. Company Statement of Financial Position
254
2. Company Statement of Changes in Equity
255
3. Notes to the Company Financial Statements
256
Strategic Report
Letter from Our Chair and CEO
Dear Shareholders,
2024 was another year of tremendous success for the TechnipFMC team, as we delivered total Company
revenue growth of 16 percent to $9.1 billion. The combination of direct awards, integrated projects, and
Subsea Services accounted for at least 70 percent of our Subsea inbound orders for a third consecutive year—a
clear validation of the differentiated value we bring to clients’ projects. Notably, this quality inbound helped
drive year-over-year backlog growth to $14.4 billion.
Subsea inbound orders were $10.4 billion, and included a record level of both integrated Engineering,
Procurement, Construction, and Installation (“iEPCI™”) projects and Subsea 2.0® configure-to-order (“CTO”)
subsea production equipment. In fact, Subsea 2.0® tree orders in 2024 significantly outpaced the growth of our
total subsea tree awards, while iEPCI™ inbound grew nearly 25 percent as compared to the prior year. These
two unique elements—iEPCI™ and Subsea 2.0®—are the fundamental tools we created to drive sustainable
change in subsea economics by accelerating time to first production.
Achievements
In 2024, we had the privilege of announcing a differentiated set of integrated awards, with three iEPCI™
projects all representing first-of-its-kind solutions. The Mero 3 HISEP® project was our first iEPCI™ for Petrobras
and the first to utilize subsea processing to capture carbon dioxide (“CO2”) directly from the well stream for
injection back into the reservoir, all on the seafloor. 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. 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.
We are also seeing progress in new frontiers, as we were awarded TotalEnergies’ GranMorgu project—the first
subsea development in Suriname. This project is also notable as it is the first iEPCI™ to leverage our vessel
ecosystem, which provides us the industry’s most comprehensive suite of pipelay solutions through partner
alliances. Importantly, this ecosystem expands our iEPCI™ opportunities while providing greater capital
efficiency through collaboration. We are excited about this award as well as opportunities to come in other
new frontiers, as we believe additional countries will seek to develop deepwater resources during this decade.
During the year, Surface Technologies benefited from the proactive steps we have taken to refocus the
business. We are capturing the benefits of targeted actions, including the sale of our Measurement Solutions
business and further optimization of our Americas portfolio. In the Middle East, the growth we anticipated is
materializing, driven by the ramp up in activity in the United Arab Emirates and the Kingdom of Saudi Arabia.
This presents a differentiated growth opportunity for our company.
In our New Energy business, we announced a new collaboration agreement to deliver the industry’s first full
water-column solution for offshore floating wind. 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. 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.
U.K. Annual Report and Accounts
TechnipFMC 1
Shareholder distributions
In 2024, we nearly doubled our distributions to shareholders compared to the prior year, returning $486
million through dividends and share repurchases. We also increased our share repurchase authorization by an
additional $1 billion in the fourth quarter. The enduring improvement we are creating in our financial
performance provides us confidence in distributing at least 70 percent of free cash flow to shareholders in
2025.
Our sustainability culture
During the year, we introduced a new set of three-year targets as part of our Sustainability Scorecard for the
Company. In the first year, we delivered strong progress towards multiple targets. We got off to a great start
toward increasing renewable energy usage to 60 percent by the end of 2026. From our 2023 baseline, we have
already achieved nearly 50 percent of our three-year goal. We also continued to meaningfully advance
workers’ welfare through human rights audits of our supply chain, where we exceeded our annual expectation
for on-site audits with suppliers identified for assessments. I also believe it is important to highlight the huge
impact the people of TechnipFMC make in their local communities. In just one year, the team dedicated more
than 58,000 hours of time volunteering in our communities, nearly half of our three-year commitment. We will
continue to set targets that are both relevant to us and where we believe we can make a substantive impact.
Looking forward
We maintain a positive outlook for energy given the anticipated growth in
demand, with affordability and energy security now major considerations
in addition to sustainability commitments. We are convinced 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. In that context, our company is well positioned to continue
to translate technological, operational, and financial leadership into value
for our clients, employees, and shareholders.
After securing $20.2 billion of Subsea orders in the past two years, our
strong market visibility gives us confidence we will exceed $10 billion of
inbound in 2025—delivering on our guidance of $30 billion over the three
years ending 2025. These results anticipate a more diversified mix of
opportunities and further market adoption of Subsea 2.0® equipment and
iEPCI™ projects. We also foresee the expanding reach of Subsea Services,
derived from an aging installed base that continues to grow.
I am very proud of what the TechnipFMC team accomplished in 2024 and
the momentum we have built since we set out to make a truly unique
company in an industry that was ready for a better way forward. We
remain humble and committed to continuous improvement, while also
recognizing that 2024 was indeed a major milestone on our more
ambitious journey!
Douglas J. Pferdehirt
Chair and Chief
Executive Officer
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U.K. Annual Report and Accounts
2024 Financial Performance
Total
Company
$11.6
billion
Inbound
orders
} Inbound orders1 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 improved 39% to $961 million, with
free cash flow2 growing 45% versus the prior year 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 billion
} Achieved investment grade debt ratings from multiple credit
rating agencies, reflecting the Company’s strengthened financial
profile and improved market outlook
Subsea
$10.4
billion
Inbound
orders
} Inbound 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 platform significantly
outpaced the growth of our total tree awards versus the prior
year
} Growth in Subsea Services inbound for the year was driven by
increased installation activity, a growing installed base, and aging
infrastructure
$1.2
billion
Inbound
orders
Surface
Technologies
} 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
} Continued to benefit from proactive steps taken to refocus the
business through targeted actions, including the sale of the
Measurement Solutions business and further optimization of our
Americas portfolio
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TechnipFMC 3
New Energy
Initiatives
} Awarded 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
} Awarded 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
} Announced 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
(1) Reported financial results for the 12 months ended December 31, 2024, and inbound and backlog as of December 31, 2024, are included in
our Annual Report on Form 10-K ("Form 10-K").
(2) Free cash flow is calculated as cash flow from operations less capital expenditures determined in accordance with U.S. GAAP. Please see the
section entitled "Reconciliation of US GAAP to IFRS and Non-GAAP measures" in this U.K. Annual Report.
For additional details regarding the Company’s 2024 financial performance, please see the
section entitled "Business Review."
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U.K. Annual Report and Accounts
Company Overview
TechnipFMC plc ("TechnipFMC," the "Company," "we," "us," or "our") is a leading technology provider to the
traditional and new energy industries, delivering fully integrated projects, products, and services. 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.
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.
History
On January 17, 2017, FMC Technologies, Inc. and Technip S.A. combined through a merger of equals to create a
global subsea leader, TechnipFMC, that would drive change by redefining the development of the subsea
infrastructure used in the production of oil and natural gas through a new integrated commercial model. 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 iEPCI™.
As the only subsea provider to integrate these work scopes, we successfully created a new market and helped
expand the deepwater opportunity set for our clients during a challenging market environment. iEPCI™ has
since grown to represent nearly one-third of the addressable subsea market, validating the benefits of our
unique business model aimed at improving project economics by accelerating the delivery schedule of
hydrocarbon production. We have created a differentiated platform for further expansion and value creation
through our technology innovation, including our Subsea 2.0® (“Subsea 2.0®”) configure-to-order product suite,
our vast network of customer partnerships, and our services business levered to serve our large and expanding
installed base.
On February 16, 2021, we completed the separation of the Technip Energies business segment (the “Spin-off”).
Technip Energies offered design, project management, and construction services spanning the entire
downstream value chain. The separation created two industry-leading, independent, publicly traded companies,
TechnipFMC and Technip Energies.
Following the separation of Technip Energies, the Company completed the voluntary delisting of our shares
from Euronext Paris in February 2022. A single listing on the New York Stock Exchange was more consistent
with the Company’s strategic refocus and the geographic location of our shareholder base and allowed the
Company to better align with our most appropriate peer set.
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TechnipFMC 5
Business Segments
Subsea
Our Subsea segment provides integrated design, engineering,
procurement, manufacturing, fabrication, installation, and life of
field services for subsea systems, subsea field infrastructure, and
subsea pipeline systems used in oil and natural gas production
and transportation.
We are an industry leader in front-end engineering and design (“FEED”), SPS, SURF, and subsea robotics. 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. The resulting improvement in project economics
has enabled the successful market adoption of our iEPCI™ model, which now serves as the industry standard
for integrated project execution.
iEPCI™ is our unique, fully integrated approach to designing, managing, and executing subsea projects. By
combining complementary skills with innovative technologies, we improve project economics by accelerating
time to first oil and natural gas for our clients. iEPCI™ projects are partnerships based on mutual trust and
sharing knowledge. Success is built on early engagement and a collaborative, cooperative approach, both
internally and with our clients.
Our 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 first-mover advantage and ability to convert iFEED studies into iEPCI™ contracts, often as direct awards,
creates a unique set of opportunities for us. This allows us to deliver a fully integrated–and technologically
differentiated–subsea system, and to better manage the complete work scope through a single contracting
mechanism and a single interface.
Following project delivery, we continue to support our clients by offering aftermarket and life of field services,
which include production optimization, asset life extension, debottlenecking, and condition-based maintenance.
Our wide range of capabilities and solutions allow us to help clients increase oil and natural gas recovery and
equipment uptime while reducing overall cost. 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. Systems are placed on the seafloor
and are used to control the flow of oil and natural gas from the reservoir to a host processing facility, such as a
floating production facility, a fixed platform, or an onshore facility.
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. 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)
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6 TechnipFMC
U.K. Annual Report and Accounts
and temperatures of up to 400º F. The development of our integrated subsea production systems includes
initial engineering design studies and field development planning, and considers all relevant aspects and
project requirements, including optimization of drilling programs and subsea architecture.
Subsea Processing Systems
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. 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 are the industry leader in the design and manufacture of flexible pipe that consists of the combination of
plastic and steel layers that can be easily adapted to the diverse requirements of subsea developments. We are
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
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 three vessels operated
under charter agreements.
Subsea Services
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.
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.
Asset Services include all service offerings toward the producing asset, including SPS, SURF, and subsea
processing:
} maintenance: test, modification, refurbishment and upgrade of subsea equipment and tooling;
} asset integrity: optimizing the performance of the subsea asset through product and field data, including
inspection, maintenance, and repair ("IMR"); and
} production management: enhanced well and field production, including real-time virtual metering and flow
assurance services.
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.
Strategic Report
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TechnipFMC 7
Subsea Studio™ Digital Platform
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.
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 2024. 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. 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. 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.
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. Our competitors
include Baker Hughes Company, Innovex International, Inc., McDermott International, Inc., NOV Inc.,
Oceaneering International, Inc., OneSubsea, 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. 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.
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 with alternative
sources.
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.
The energy landscape is evolving rapidly, and we are confident that oil and natural gas will remain a significant
portion of the energy mix in the decades to come. By capitalizing on our subsea expertise, core competencies,
and integration capabilities, we will continue to improve the project economics of both oil and natural gas and
new energies, while reducing carbon emissions.
Product Development
We are industrializing our Subsea business with Subsea 2.0® by using pre-engineered modular architectures to
achieve a fully flexible suite of product offerings, while making an evolutionary shift from unique project
requirements to a CTO execution model.
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U.K. Annual Report and Accounts
Our Subsea 2.0® configurable product platform consists of pre-engineered products designed to provide the
flexibility to accommodate client needs and functional requirements, combining field-proven and new
technologies.
Our CTO execution model requires no product engineering work to deliver these configurable products to our
clients, which ensures quality, manufacturing, supply chain, and services are fully industrialized in order to
deliver the value offered with Subsea 2.0®.
By pivoting from bespoke Engineer-to-Order solutions, to pre-engineered CTO products, we can leverage the
efficiencies our execution model creates and bring value to our clients through reduced lead time, an optimized
execution model, and improved predictability and reliability for delivery. CTO also allows us to drive
manufacturing efficiency to improve throughput and increase capacity of the existing manufacturing assets.
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. 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. Hybrid flexible pipe brings many advantages to the market,
including the ability to withstand the most corrosive production environments, but also significant operational
advantages due to the lighter materials.
In the third quarter of 2022, we renewed the TechnipFMC and Halliburton technology alliance. This extends our
agreement signed in 2017 with a focus on the development of innovative technologies for use in all-electric
wells, subsea interventions, subsea fiber optics, and carbon transportation and storage. 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 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.
Investments
We did not have any material investments in 2024.
Partnerships
Refer to the section entitled "Other Business Information Relevant to Our Business Segments" of this U.K. Annual
Report for information about our partnerships.
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TechnipFMC 9
Surface Technologies
Our Surface Technologies segment designs, manufactures, and
services fully integrated products and systems used by companies
involved in conventional and unconventional land and shallow
water exploration and production of oil and natural gas, as well as
specialized equipment supporting integrated carbon
transportation and storage, hydrogen storage, and geothermal
production. 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
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. The production tree is comprised of valves, actuators, and
chokes which can be combined into various configurations, depending on client-specific requirements.
These systems are designed for onshore unconventional, onshore conventional, and offshore platform
applications, and are typically sold directly to exploration and production operators during the drilling and
completion phases of the well lifecycle. Our surface wellheads and production trees are used worldwide and
include a full range of system configurations from conventional wellheads, to high-pressure, high-temperature
production tree systems for extreme production applications.
We provide services for these systems, including service personnel and rental tooling, life of field maintenance,
as well as digital monitoring and remote operational control and automation.
Our products are also used for geothermal production and carbon dioxide (“CO2”) 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 extensive knowledge of flexible pipe, manifolds, and valve technologies has been
adapted to make this a very reliable and predictable system. iComplete™ utilizes our digital offering
CyberFrac™ to improve safety by eliminating manpower in high-risk areas (“red zone”), boost efficiency through
autonomous operations, and reduce unplanned stoppages by using predictive analytics. 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.
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. Exploration and production operators typically rent this equipment directly from the Company
during the hydraulic fracturing activities. iCompleteTM services include rig-up/rig-down field service personnel
as well as oversight and operation of the system during the multiple fracturing stages.
Our digital systems leverage two of our core software products—our proprietary UCOS system for control and
automation of assets, and InsiteX for data visualization and analytics. These systems can be deployed in
standalone applications, which address client issues and can be integrated seamlessly to form an ecosystem or
Strategic Report
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U.K. Annual Report and Accounts
system level Digital Twin, such as CyberFracTM in our iCompleteTM integrated system. These technologies help
clients improve health and safety, reduce carbon intensity, reduce operating expense, reduce unplanned
shutdowns, and increase productivity.
Flexible Pipe
We have 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
iCompleteTM offering and deployed in most of the unconventional operations. Our product is the only
mechanical solution available today and has demonstrated excellent wear resistance and durability.
Flowline
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. 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. Our systems are based on
standardized, field-proven solutions and are designed for minimal maintenance during life of field operations.
Production Solution
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 separation systems offering includes internal components for oil and natural gas multiphase
separation, in-line separation, and solids removal, as well as fully assembled separation modules and packages
designed and fabricated for oil and natural gas separation, fracturing flowback treatment, solids removal, and
primary produced water treatment. Our upstream production offering includes well control, safety and integrity
systems, multiphase meter modules, in-line separation and processing systems, compact ball valves for
manifolds, and standard pumps. These offerings are differentiated by our comprehensive portfolio of in-house
compact, modular, and digital technologies, and are designed to enhance field project economics and reduce
operating expenditures with an integrated system that spans from wellhead to pipeline.
Standard Pumps
We provide complete skid solutions, from design consultation through startup and commissioning. We offer a
diverse line of reciprocating pumps, customized according to the application with pressure ranges available up
to 10,000 psi and flow rates up to 1,500 gallons per minute.
Services
We offer our clients a comprehensive suite of service packages to ensure optimal performance and reliability
of our upstream and midstream equipment. These service packages include all phases of the asset’s life cycle
from early planning stages through testing and installation, commissioning, operations, replacement and
upgrade, maintenance, storage, preservation, intervention, integrity, decommissioning, and abandonment.
Dependence on Key Customers
Surface Technologies’ customers include major integrated oil companies, national oil companies, independent
exploration, and production companies and oil and natural gas service companies. No single Surface
Technologies customer accounted for 10% or more of our 2024 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. 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.
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 11
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. 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.
} 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.
In March 2024, the Company concluded the sale of its Measurement Solutions business to One Equity Partners
for cash proceeds of $186 million. As part of the Surface Technologies segment, the Measurement Solutions
business encompassed terminal management solutions and metering products and systems and included
engineering and manufacturing locations in North America and Europe.
Investments
To support our developments in the Middle East, we are investing in hiring, training, and developing personnel
in the region at our facilities in Dhahran, Saudi Arabia, and Abu Dhabi, United Arab Emirates. These
investments position us to respond to the increasing demand for local content and increasing opportunity in
the region.
Partnerships
Refer to the section entitled "Other Business Information Relevant to Our Business Segments" of this U.K. Annual
Report for information about our partnerships.
Other business information relevant to our business segments
Capitalizing on Energy Transition
Since our inception as an integrated company in 2017, TechnipFMC has been pursuing innovation to reduce
emissions within the conventional energy space. 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 believe
offshore will be the next frontier of the energy transition, and our Company is ready to accelerate and grow
our contribution.
We plan to be a key enabler of GHG removal, offshore floating renewables, and hydrogen solutions. To excel in
these three pillars, we will leverage our onshore and offshore expertise and demonstrated capabilities in
project integration. 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.
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 CO2. Using our CTO model for CO2
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. We are also developing advanced digital solutions for onshore and offshore
storage projects that will enable constant monitoring of CO2 at both the storage site and in the subsurface, a
critical element of the CTS value chain.
Strategic Report
12 TechnipFMC
U.K. Annual Report and Accounts
We also see strong integration potential across offshore renewable markets, driven by continued development
of wind and tidal technologies. 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. We believe that hydrogen can play an important role in managing power and price
fluctuations, enabling the expansion of renewable power. We have been developing a large-scale hydrogen
based system for offshore renewables that will help meet the growing demand for power.
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
Offshore
floating
renewables
Hydrogen
solutions
Greenhouse Gas Removal
We believe one of the safest and most efficient storage locations for GHGs is in naturally occurring reservoirs
and saline aquifers.
Existing equipment developed by our Surface Technologies and Subsea businesses can be leveraged to achieve
this aim. Our 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 CO2-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.
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. 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 PurpleTM system to deliver stable,
renewable, and scalable energy offshore;
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 13
} 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.
Hydrogen Solutions
Hydrogen as an energy carrier will bring reliability, stability, and efficiency to renewable sources.
TechnipFMC’s extensive experience with oil and natural gas resources positions us well to develop new
solutions for this emerging offshore market. Our strategy is focused on two main areas: the transportation and
storage of green hydrogen produced offshore and in coastal areas, and energy management, where hydrogen is
used as an energy storage medium that can exceed the traditional efficiency limits of lithium-ion technologies.
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. An at-scale pilot program began in Norway in January 2022 and was successfully completed in
October 2023.The objective of balancing a microgrid with intermittent power in and stable power out was
proven;
} The Hardanger Hydrogen Project, with several partners including Statkraft, where TechnipFMC will qualify
its subsea hydrogen storage pressure vessels and associated hardware, such as valves, sensors, umbilicals,
and connectors. We may also provide hydrogen subsea storage for the next commercial phases of the
project; and
} Hydrogen wellhead products and underground storage solutions as well as the integration of these
systems including participation in Storengy’s Hydrogen Pilot STorage for large Ecosystem Replication
(“HyPSTER”) project in France, where we have re-engineered and repurposed a Surface Technologies’
wellhead to facilitate the large-scale storage of green hydrogen in underground salt caverns.
Sources and Availability of Raw Materials
Our business segments purchase carbon steel, stainless steel, aluminum, steel castings and forgings, polymers,
micro-processors, integrated circuits, and various other materials from the global marketplace. We typically do
not use single source suppliers for the majority of our raw material purchases; however, certain geographic
areas of our businesses, or a project or group of projects, may heavily depend on certain suppliers for raw
materials or supply of semi-finished goods. We believe the available supplies of raw materials are adequate to
meet our needs, leveraging our CTO strategy.
Research and Development
We are engaged in research and development (“R&D”) activities directed toward the improvement of existing
products and services, the design of specialized products to meet client needs, and the development of new
products, processes, and services. 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. As
part of our ongoing R&D focus, we seek patents when appropriate for new products, product improvements,
and related service innovations. Further, we license intellectual property rights to or from third parties. We
also own numerous trademarks and trade names worldwide.
We protect and promote our intellectual property portfolio and take actions we deem appropriate to enforce
and defend our intellectual property rights. We do not believe, however, that the loss of any one patent,
trademark, or license, or group of related patents, trademarks, or licenses would have a material adverse effect
on our overall business.
Strategic Report
14 TechnipFMC
U.K. Annual Report and Accounts
Segment and Geographic Financial Information
The majority of our consolidated revenue and segment operating profit is generated in markets outside of the
United States. Each segment’s revenue is dependent upon worldwide oil and natural gas exploration and
production activity. Financial information about our segments and geographic areas is incorporated herein by
reference from Note 3 to our consolidated financial statements of this U.K. Annual Report.
Order Backlog
Information regarding order backlog is incorporated herein by reference from the section entitled "Business
Review" of the Strategic Report contained in this U.K. Annual Report.
Employees
As of December 31, 2024, we had more than approximately 21,000
employees.
Website Access
Our U.K. Annual Reports are available free of charge through our website
at www.technipfmc.com, under "Investors" as soon as reasonably
practicable. Unless expressly noted, the information on our website or
any other website is not incorporated by reference in this U.K. Annual
Report and should not be considered part of this U.K. Annual Report or
any other filing we make.
more than
21,000
employees
Business Review
Introduction
In this U.K. Annual Report, the Company is reporting its consolidated financial statements, the financial position
of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 2024, which were prepared in accordance with U.K.-
adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006
(the "Companies Act").
The basis of presentation, critical accounting estimates, and material accounting policies are set out in Note 1 to
the consolidated financial statements contained in this U.K. Annual Report.
Key Performance Indicators
We are a global leader in energy projects, technologies, systems, and services. We have manufacturing
operations worldwide, strategically located to facilitate efficient delivery of these products, technologies,
systems, and services to our customers. We report our results of operations in two segments: Subsea and
Surface Technologies. Management’s determination of our reporting segments was made on the basis of our
strategic priorities and corresponds to the manner in which our Chief Executive Officer reviews and evaluates
operating performance to make decisions about resource allocations to each segment.
A summarized description of our products and services and annual financial data for each segment can be
found in Note 3 to our consolidated financial statements.
We focus on economic and industry-specific drivers and key risk factors affecting our business segments as we
formulate our strategic plans and make decisions related to allocating capital and human resources. The results
of our segments are primarily driven by changes in capital spending by oil and gas companies, which largely
depend upon current and anticipated future oil and natural gas demand, production volumes, and consequently,
commodity prices. Additionally, we use both onshore and offshore rig count as an indicator of demand, which
consequently influences the level of worldwide production activity and spending decisions. We also focus on
key risk factors when determining our overall strategy and making decisions for capital allocation. These
factors include risks associated with the global economic outlook, product obsolescence, and the competitive
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 15
environment. We address these risks in our business strategies, which incorporate continuing development of
leading edge technologies and cultivating strong customer relationships.
Our Subsea segment is affected by changes in commodity prices and trends in deepwater oil and natural gas
production and benefits from the current market fundamentals supporting the demand for new liquefied
natural gas facilities.
•
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.
Our Surface Technologies segment is primarily affected by changes in commodity prices and trends in land-
based and shallow water oil and natural gas production. We have developed close working relationships with
our customers. Our results reflect our ability to build long-term alliances with oil and natural gas companies
and to provide solutions for their needs in a timely and cost-effective manner. We believe that by closely
working with our customers, we enhance our competitive advantage, improve our operating results, and
strengthen our market positions.
•
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.
As we evaluate our operating results, we consider business segment performance indicators such as segment
revenue, operating profit, and capital employed, in addition to the level of inbound orders and order backlog. A
significant proportion of our revenue is recognized under the percentage of completion method of accounting.
Cash receipts from such arrangements typically occur at milestones achieved under stated contract terms.
Consequently, the timing of revenue recognition is not always correlated with the timing of customer
payments. We aim to structure our contracts to receive advance payments that we typically use to fund
engineering efforts and inventory purchases. Working capital (excluding cash) and net debt, are therefore, key
performance indicators of cash flows.
Consolidated Results of Operations
Management’s report of the consolidated results of operations is provided on the basis of comparing actual
results of operations for the year ended December 31, 2024, to actual results of operations for the year ended
December 31, 2023.
We report our results of operations in U.S. dollars; however, our earnings are generated in various currencies
worldwide. In order to provide worldwide consolidated results, the earnings of subsidiaries functioning in their
local currencies are translated into U.S. dollars based upon the average exchange rate during the period. While
the U.S. dollar results reported reflect the actual economics of the period reported upon, the variances from
prior periods include the impact of translating earnings at different rates.
Strategic Report
16 TechnipFMC
U.K. Annual Report and Accounts
Year Ended
December 31,
Change
(In millions, except percentages)
2024
2023
$
%
Revenue
$
9,103.4
$
7,827.1
$
1,276.3
16.3 %
Costs and expenses
Cost of sales
7,315.4
6,483.2
832.2
12.8 %
Selling, general, and administrative expense
673.0
684.5
(11.5)
(1.7) %
Research and development expense
73.4
69.0
4.4
6.4 %
Restructuring, impairment, and other expenses
12.3
20.0
(7.7)
(38.5) %
Total costs and expenses
8,074.1
7,256.7
817.4
11.3 %
Other expense, net
(17.7)
(128.5)
110.8
86.2 %
Gain on disposal of Measurement Solutions business
68.3
—
68.3
n/m
Foreign exchange loss, net
(39.4)
(166.6)
127.2
76.4 %
Income from associates
21.7
34.4
(12.7)
(36.9) %
Income before net financial expense and income taxes
1,062.2
309.7
752.5
243.0 %
Net financial expense
(110.0)
(147.2)
37.2
25.3 %
Income before income taxes
952.2
162.5
789.7
486.0 %
Provision for income taxes
70.2
143.9
(73.7)
(51.2) %
Net income
882.0
18.6
863.4
4,641.9 %
Net (income) loss attributable to non-controlling interests
(12.4)
4.3
(16.7)
(388.4) %
Net income attributable to TechnipFMC plc
$
869.6
$
22.9
$
846.7
3,697.4 %
Revenue
Revenue increased by $1,276.3 million during 2024, when compared to 2023. Subsea revenue increased by
$1,385.1 million, primarily driven by conversion of increased backlog, which was 49.6 percent higher as of
December 31, 2023, when compared to December 31, 2022, and resulted in increased revenue from higher
iEPCI™, installation, supply of flexible pipe and services activities particularly in Angola, the United States,
Guyana and Australia. 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. This decrease was partially offset by $76.9 million of revenue growth from higher equipment delivery
across the rest of the world, with the majority of the increase occurring in the Middle East.
Gross Profit
Gross profit (revenue less cost of sales) increased to $1,788.0 million during 2024, compared to $1,343.9
million in 2023. 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. Surface Technologies gross profit
decreased year-over-year by $2.9 million, primarily due to lower activity in North America , Europe ,Latin
America and the sale of MSB in the three months ended March 31, 2024 resulting in a decrease of $35.4
million partially offset by $32.5 million of higher profitability from growth and higher operational leverage and
efficiency across international markets especially in Middle East and Asia Pacific.
Selling, General and Administrative Expense
Selling, general and administrative expense was flat year-over-year.
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 17
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. The net decrease in expense of $110.8 million was primarily driven by the $126.5 million non-recurring
legal settlement charge recognized during 2023. These decreases are 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 $68.3 million from the sale of equity interests
and assets of MSB.
Foreign Exchange Loss, Net
Foreign currency loss decreased by $127.2 million, primarily due to a reduction in exposures to certain
currencies with limited derivative hedging markets such as the Argentine peso and Angolan kwanza, compared
to the prior year.
Income from Associates
For the years ended December 31, 2024, and 2023, we recorded an income from associates of $21.7 million
and $34.4 million, respectively. The year-over-year decline was driven by a decrease in the operational
activity of our joint ventures.
Net Financial Expense
Net financial expense decreased by $37.2 million in 2024, compared to 2023, primarily 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 7.4% and 88.6%,
respectively. The change in the effective tax rate was largely due to changes of unrecognized tax benefits that
were recognized and utilized during the year, the change in geographical profit mix year-over-year, and tax
adjustments related to the reassessment of uncertain tax positions.
The company has found the effects of Pillar Two to be immaterial to the overall financials, however, we
continue to review and assess the impacts. Our effective tax rate can fluctuate depending on our country mix
of earnings, and our foreign earnings are generally subject to higher tax rates than those of the United
Kingdom.
Operating Results of Business Segments
Information presented to our chief operating decision maker is prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”). As such, the operating results of business
segments disclosed below are prepared in accordance with U.S. GAAP. For additional information related to our
operating segments, as well as a U.S. GAAP to IFRS reconciliation of segment operating profit see Note 3 to our
consolidated financial statements included in this U.K. Annual Report for further details.
In 2024 the Company restated the disclosure of segment operating profit by presenting segment revenue and
segment operating profit disclosed below in accordance with US GAAP. The Company's chief operating decision
maker reviews the segment measures prepared using accounting policies based on US GAAP, therefore the
segment information should be disclosed in accordance with IFRS 8, Operating 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.
Strategic Report
18 TechnipFMC
U.K. Annual Report and Accounts
Subsea
Year Ended
December 31,
Favorable/(Unfavorable)
(In millions, except percentages)
2024
2023
$
%
Revenue
$
7,819.9
$
6,434.8
$
1,385.1
21.5%
Operating profit
$
953.1
$
543.6
$
409.5
75.3%
Operating profit as a percentage of revenue
12.2 %
8.4 %
3.8pts
Subsea revenue increased $1,385.1 million during the year ended December 31, 2024, compared to the same
period in 2023, driven by increased backlog during 2023 related to higher energy demand and upstream
spending, further aided by our unique commercial offerings. $428.8 million of the increase in revenue was
from Angola, $296.5 million from the United States, $295.3 million from Guyana and $168.0 million from
Australia, driven by higher iEPCI™, installation, supply of flexible pipe and services activities. 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. These improvements were partially offset by a $41.4 million increase in operating expense related to
the higher activity.
Surface Technologies
Year Ended
December 31,
Favorable/(Unfavorable)
(In millions, except percentages)
2024
2023
$
%
Revenue
$
1,263.4
$
1,389.4
$
(126.0)
(9.1)%
Operating profit
$
204.2
$
114.6
$
89.6
78.2%
Operating profit as a percentage of revenue
16.2 %
8.2 %
8.0 pts.
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. This
decrease was partially offset by $76.9 million of revenue growth from higher equipment delivery across the
rest of the world, with the majority of the increase occurring in the Middle East.
Surface Technologies operating profit increased by $89.6 million compared to the same period in 2023 and
was primarily driven by the $68.3 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. Additionally, improved
operating performance in Middle East, Asia Pacific and other operating units generated improved profitability
of $32.5 million.
Corporate Items
Year Ended
December 31,
Favorable/(Unfavorable)
(In millions, except percentages)
2024
2023
$
%
Corporate expense (a)(b)
$
(135.3) $
(193.9) $
58.6
30.2 %
(a) Corporate includes cash, deferred income tax balances, property, plant and equipment, assets not associated with a specific segment,
pension assets, and the fair value of derivative financial instruments.
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 19
(b) To appropriately reflect the nature of segment measures under IFRS for the year ended December 31, 2023, certain income and expenses of
$50.9 million has been reclassified from Other corporate expenses to Total segment operating profit. The effect of reclassification has no
further impact on Income before income taxes for the year ended December 31, 2023, and therefore no additional disclosures are provided.
See Note 3 for further details.
Corporate expenses decreased by $58.6 million year-over-year, 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 and the
impact from prior year reclassification adjustment discussed above.
Inbound Orders and Order Backlog
Inbound orders — Inbound orders represent the estimated sales value of confirmed customer orders received
during
the
reporting
period.
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. See Note 5
to our consolidated financial statements contained in this U.K. Annual Report for more information on order
backlog.
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.
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.
The remaining backlog was composed of various projects in the rest of the world.
Liquidity and Capital Resources
Most of our cash is managed centrally and flows through bank accounts controlled and maintained by
TechnipFMC globally in various jurisdictions to best meet the liquidity needs of our global operations.
Strategic Report
20 TechnipFMC
U.K. Annual Report and Accounts
The following table provides a reconciliation of our cash and cash equivalents to net debt, utilizing details of
classifications from our IFRS consolidated statements of financial position:
(In millions)
December 31,
2024
December 31,
2023
Cash and cash equivalents
$
1,157.7
$
951.6
Short-term debt and current portion of long-term debt
(317.2)
(153.8)
Long-term debt, less current portion
(606.9)
(965.1)
Lease liabilities
(893.4)
(854.3)
Net debt
$
(659.8) $
(1,021.6)
Cash Flows
The consolidated statements of cash flows for the years ended December 31, 2024, and 2023 were as follows:
Year Ended December 31,
(In millions)
2024
2023
Cash provided by operating activities
$
1,032.8
$
742.9
Cash (required) / provided by investing activities
(51.5)
(72.0)
Cash required by financing activities
(744.0)
(760.1)
Effect of exchange rate changes on cash and cash equivalents
(31.2)
(16.3)
Increase (decrease) in cash and cash equivalents
$
206.1
$
(105.5)
Decrease (increase) in working capital
$
(84.2) $
284.7
Free cash flow
$
751.2
$
524.1
Operating cash flows - Operating activities provided $1,032.8 million of cash during the year ended
December 31, 2024, as compared to $742.9 million in 2023, in operating cash flows. The increase of $289.9
million in cash provided by operating activities 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 required $51.5 million of cash in investing activities during the year ended
December 31, 2024, as compared to $72.0 million cash required in investing cash flows during 2023. The
decrease of $20.5 million in cash required by investing activities 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 $62.8 million as compared to the same
period in 2023.
Financing cash flows - Financing activities required $744.0 million and $760.1 million during the years ended
2024 and 2023, respectively. The decrease of $16.1 million in cash required for financing activities is due to a
decrease in net debt repayments of $220.3 million and an increase in proceeds from the exercise of stock
options of $31.1 million. 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.
Change in working capital - The change in working capital represents total changes in current assets and
liabilities.
Debt and Liquidity
We are committed to maintaining a capital structure that provides sufficient cash resources to support future
operating and investment plans. We maintain a level of liquidity sufficient to allow us to meet our cash needs
in both the short term and long term.
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 21
Availability of borrowings under the Revolving Credit Facility is reduced by the outstanding letters of credit
issued against the facility. 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. See Note 19 to the
consolidated financial statements contained in this U.K. Annual Report for further details related to our
outstanding debt instruments.
Credit Ratings - Our credit ratings with Standard and Poor’s (“S&P”) are ‘BBB-’ for our long-term unsecured,
guaranteed debt (2021 Notes) and ‘BBB-’ for our 2012 and 2020 long-term unsecured debt (the 2012 and
2020 Private Placement Notes). Our credit rating with Moody’s is ‘Ba1’ for our long-term unsecured, guaranteed
debt as of December 31, 2024. On March 7, 2024, S&P upgraded TechnipFMC to investment grade, raising its
rating to ‘BBB-’ from ‘BB+’ for both the issuer credit as well as the issue-level ratings on the Company’s senior
unsecured notes. On June 27, 2024, Fitch assigned a first-time investment grade long-term issuer default rating
of “BBB-” to TechnipFMC. 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 and certain negative covenants no longer apply to the Company.
On January 23, 2025, Moody’s upgraded TechnipFMC to Baa3 from Ba1, while maintaining a positive outlook,
for the issuer-level ratings on the Company’s senior unsecured notes due 2026. See Note 19 for further details
regarding our debt.
Dividends - Our Board of Directors authorized and declared a quarterly cash dividend of $0.05 per share during
each quarter of 2024. 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.
Share Repurchase - On July 26, 2023 and October 23, 2024, our Board of Directors authorized share
repurchases of up to $400.0 million and $1.0 billion, respectively. 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.
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.
Credit Risk Analysis
For the purposes of mitigating the effect of the changes in exchange rates, we hold derivative financial
instruments. Valuations of derivative assets and liabilities reflect the fair value of the instruments, including
the values associated with counterparty risk. These values must also take into account our credit standing, thus
including the valuation of the derivative instrument and the value of the net credit differential between the
counterparties to the derivative contract. Adjustments to our derivative assets and liabilities related to credit
risk were not material for any period presented.
The income approach was used as the valuation technique to measure the fair value of foreign currency
derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow
by measuring the change from the derivative contract rate and the published market indicative currency rate,
multiplied by the contract notional values. Credit risk is then incorporated by reducing the derivative’s fair
value in asset positions by the result of multiplying the present value of the portfolio by the counterparty’s
published credit spread. Portfolios in a liability position are adjusted by the same calculation; however, a
spread representing our credit spread is used. 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 17 and 18 for further details.
At this time, we have no credit-risk-related contingent features in our agreements with the financial institutions
that would require us to post collateral for derivative positions in a liability position.
Strategic Report
22 TechnipFMC
U.K. Annual Report and Accounts
Additional information about credit risk is incorporated herein by reference to Note 30 to the consolidated
financial statements contained in this U.K. Annual Report.
Financial Position Outlook
We are committed to a strong balance sheet. We continue to maintain sufficient liquidity to support the needs
of the business through growth, cyclicality and unforeseen events. We continue to maintain and drive
sustainable leverage to preserve access to capital throughout the cycle. 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. In maintaining our
commitment to sustainable leverage and liquidity, we expect to be able to continue to generate cash flow
available for investment in growth and distribution to shareholders through the business cycle.
Market Risk
We are subject to financial market risks, including fluctuations in foreign currency exchange rates and interest
rates. In order to manage and mitigate our exposure to these risks, we may use derivative financial instruments
in accordance with established policies and procedures. 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. These forward-looking disclosures only address potential impacts from market risks as they affect
our financial instruments and do not include other potential effects that could impact our business as a result
of changes in foreign currency exchange rates, interest rates, commodity prices, or equity prices.
Foreign Currency Exchange Rate Risk
We conduct operations around the world in a number of different currencies. Many of our significant foreign
subsidiaries have designated the local currency as their functional currency. Our earnings are, therefore,
subject to change due to fluctuations in foreign currency exchange rates when the earnings in foreign
currencies are translated into U.S. dollars. We do not hedge this translation impact on earnings. A 10% increase
or decrease in the average exchange rates of all foreign currencies as of December 31, 2024, would have
changed our revenue and income before income taxes attributable to TechnipFMC by approximately $475.3
million and $46.4 million, respectively.
When transactions are denominated in currencies other than our subsidiaries’ respective functional currencies,
we manage these exposures through the use of derivative instruments. We use foreign currency forward
contracts to hedge the foreign currency fluctuation associated with firmly committed and forecasted foreign
currency denominated payments and receipts. The derivative instruments associated with these anticipated
transactions are usually designated and qualify as cash flow hedges, and as such the gains and losses
associated with these instruments are recorded in other comprehensive income until such time that the
underlying transactions are recognized. Unless these cash flow contracts are deemed to be ineffective or are
not designated as cash flow hedges at inception, changes in the derivative fair value will not have an
immediate impact on our results of operations since the gains and losses associated with these instruments are
recorded in other comprehensive income. When the anticipated transactions occur, these changes in value of
derivative instrument positions will be offset against changes in the value of the underlying transaction. When
an anticipated transaction in a currency other than the functional currency of an entity is recognized as an
asset or liability on the balance sheet, we also hedge the foreign currency fluctuation of these assets and
liabilities with derivative instruments after netting our exposures worldwide. These derivative instruments do
not qualify as cash flow hedges.
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 $110.6
million in the net fair value of cash flow hedges reflected in our consolidated statement of financial position as
of December 31, 2024.
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 23
Interest Rate Risk
We assess effectiveness of foreign currency forward contracts designated as cash flow hedges based on
changes in fair value attributable to changes in spot rates. We exclude the impact attributable to changes in the
difference between the spot rate and the forward rate for the assessment of hedge effectiveness and recognize
the change in fair value of this component immediately in earnings. To the extent any one interest rate
increases by 10% across all tenors and other countries’ interest rates remain fixed, and assuming no change in
discount rates, we would expect to recognize a decrease of $6.0 million in unrealized earnings from foreign
currency forward contracts designated as cash flow hedges in the period of change. 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.
Reconciliation of US GAAP to IFRS and Non-GAAP measures
In accordance with the Securities and Exchange Commission (“SEC”), TechnipFMC is required to prepare its
Annual Report on Form 10-K for the three years ended December 31, 2024 in accordance with accounting
principles generally accepted in the United States of America (“US GAAP”) and SEC rules and regulations
pertaining to annual financial information.
To assist TechnipFMC’s shareholders in understanding the differences in the basis of preparation of the
TechnipFMC’s consolidated financial statements, the tables below set out reconciliations from US GAAP to IFRS
for Total Equity from US GAAP to IFRS as of December 31, 2024 and 2023, together with a reconciliation of net
income attributable to TechnipFMC plc for the years ended December 31, 2024 and 2023, respectively. These
reconciliations set out all significant differences which are expected to result from the conversion from US
GAAP to IFRS.
Strategic Report
24 TechnipFMC
U.K. Annual Report and Accounts
In the consolidated financial statements as of December 31, 2024 and for the years ended December 31, 2024
and 2023, the main differences between US GAAP and IFRS for TechnipFMC relate to the following:
December 31,
(In millions; unaudited)
2024
2023
Total TechnipFMC plc stockholders’ equity in accordance with US GAAP
$
3,138.4
$
3,172.1
Goodwill
142.2
142.2
LIFO inventory adjustments
21.7
20.7
Hyperinflationary economies
19.2
(2.8)
Income tax
(4.3)
(0.8)
Impairment of property, plant and equipment
(7.9)
(22.0)
Leases
(45.4)
(38.3)
Defined benefit plans
(48.6)
(22.3)
Other
3.0
(3.0)
Total equity in accordance with IFRS
$
3,218.3
$
3,245.8
Year Ended December 31,
(In millions; unaudited)
2024
2023
Net income attributable to TechnipFMC plc in accordance with US GAAP
$
842.9
$
56.2
Hyperinflationary economies
22.0
(13.9)
Reversal of property, plant and equipment impairment losses
13.1
—
Defined benefit plans
7.0
(12.7)
LIFO inventory adjustments
0.5
4.3
Income tax
12.8
10.1
Share-based compensation
(4.9)
(4.9)
Leases
(9.4)
(9.6)
Other
(14.4)
(6.6)
Net income attributable to TechnipFMC plc in accordance with IFRS
$
869.6
$
22.9
Goodwill
Both US GAAP and IFRS require initial measurement of assets acquired, liabilities assumed and non-controlling
interests in a business combination, subject to certain exceptions, at fair value. There are certain differences
between fair value measurements under US GAAP and related measurement concepts in IFRS.
In 2020, due to a different valuation methodology applied to calculate the goodwill impairment charge under
US GAAP and IFRS, the difference in fair values of our non-US Surface businesses resulted in a higher goodwill
impairment charge under US GAAP.
LIFO adjustments
TechnipFMC has several subsidiaries that utilize the last-in, first-out (LIFO) inventory cost accounting method
under US GAAP. While LIFO is an allowable method under US GAAP, it is prohibited under IFRS. TechnipFMC
records an adjustment to reverse the impact from LIFO costing method under IFRS in its consolidated financial
statements.
Hyperinflationary economies
Under US GAAP in hyperinflationary economies local functional currency financial statements are remeasured
as if the functional currency was the reporting currency (U.S. dollar in the case of a US parent), with resulting
exchange differences recognized in income.
Under IFRS in hyperinflationary economies, the standard requires that the functional currency be maintained.
However, local functional currency financial statements (current and prior period) need to be retranslated in
terms of the measuring unit current (i.e., general price index) at the balance sheet date with the resultant
monetary gains (losses) recognized in the statement of income. Once the financial statements are adjusted by
applying a general price index, the financial statements are translated to the presentation currency at the
current rate. See Note 30.2 for details.
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 25
Impairment of property, plant and equipment
Under US GAAP the two-step approach requires that a recoverability test be performed first to determine
whether the long-lived asset is recoverable. The recoverability test compares the carrying amount of the asset
to the sum of its future undiscounted cash flows using entity-specific assumptions generated through the
asset’s use and eventual disposition. If the carrying amount of the asset is greater than the cash flows, the
asset is not recoverable. If the asset is not recoverable, an impairment loss calculation is required. If the
carrying amount of the asset is less than the cash flows, the asset is recoverable and an impairment cannot be
recorded. Under IFRS the one-step approach requires an impairment loss calculation if impairment indicators
exist. Therefore, US GAAP has a higher hurdle for impairment of property, plant and equipment than IFRS,
meaning it is less likely for impairment charges to be recognized. Therefore, the US GAAP impairment test may
yield different results.
Reversal of impairments on property, plant and equipment
Under IFRS, TechnipFMC continues to evaluate assets on which an impairment loss has been reported to
determine if there are indicators that an asset has recovered its value. IFRS requires that recognized
impairments on property, plant and equipment be reversed, if, and only if, a change in the estimates used to
determine the asset’s recoverable amount occurs since the last impairment loss was recognized. The reversal of
an impairment loss, if any, should not exceed the carrying amount (cost less accumulated depreciation) that
would have been determined had no impairment loss been recognized in the past. US GAAP does not allow for
the reversal of a previously recognized impairment loss on a property, plant and equipment.
Leases
Under the US GAAP leasing accounting guidance, at lease commencement, a lessee classifies a lease as a finance
lease or an operating lease. Under the IFRS accounting guidance, lessees do not classify leases and all leases are
treated under a single model that is similar to a finance lease model under US GAAP. This treatment under US
GAAP generally results in straight-line expense being incurred over the lease term, as opposed to IFRS, which
generally yields a “front-loaded” expense with more expense recognized in earlier years of the lease.
TechnipFMC classified the majority of its leases as operating leases under US GAAP, which resulted in material
accounting differences between the two standards.
Defined benefit plans
There are differences between the methodologies for defined benefits under IFRS compared to US GAAP. The
most notable differences relate to accounting for actuarial gains and losses, recognition of prior service costs,
special event accounting, and calculation of the expected return on plan assets.
Under US GAAP, all actuarial gains and losses are deferred in the consolidated statement of other
comprehensive income ("OCI") and subsequently amortized to net income through a corridor approach as
elected by TechnipFMC. Under IFRS, actuarial gains and losses are recognized immediately in the consolidated
statement OCI for long-term benefit plans. Gains and losses are not subsequently recognized in the
consolidated statement of income in subsequent periods for these plans. Several small short-term plans (such
as jubilee plans) do expense gains and losses directly in net income in the year incurred.
Under US GAAP, prior service costs or credits from plan amendments are initially deferred in the consolidated
statement OCI and subsequently recognized in the consolidated statement of income over the average
remaining service period of active employees affected by the plan amendment. Under IFRS, all past service
costs and credits are immediately recognized in the consolidated statement of income at the earlier of when
the amendment occurs or when the related restructuring or termination costs are recognized.
Under US GAAP, special events such as settlements and curtailments are recognized differently from
IFRS. Under US GAAP, settlements are triggered through lump sums exceeding a specified threshold in a given
year, resulting in accelerated recognition of actuarial gains and losses. Under IFRS, settlements are triggered
based on non-routine lump sum payments, with the settlement impact calculated as the difference between the
cash payout and the present value of the benefit held on the balance sheet. Curtailments have different
definitions of when to recognize, with US GAAP triggering a curtailment when an event causes a significant
decrease in the plan’s future service and IFRS triggering a curtailment based on a significant reduction in
employee headcount based on a specific event. The net income impact under IFRS is calculated as the change in
present value due to the curtailment and US GAAP, using a more complicated formula depending on whether
the curtailment is a gain or loss and whether any outstanding prior service cost exists.
Strategic Report
26 TechnipFMC
U.K. Annual Report and Accounts
Under US GAAP defined benefit obligations in buy-in contracts continue to be measured with the traditional
discount rate and mortality assumptions used by the Company. The buy-in contracts are valued using actuarial
assumptions and techniques as there is little market data available. Under IFRS the payments under the buy-in
contract will match the amount and timing of benefits obligation payable from the plan, the fair value of the
buy-in contract is deemed to be the present value of the related defined benefit obligations. The difference
between the cost of the buy-in contract and the present value of the defined benefit obligation to which it
relates, is treated as an actuarial loss and is reflected in other comprehensive income at the buy-in date.
The US GAAP expected return on plan assets is calculated using the expected long-term rate of return on
invested assets in the underlying portfolio. Under IFRS, a “net interest” expense (income) on the net defined
benefit liability (asset) is recognized in the consolidated statements of income as a component of defined
benefit cost, based on the discount rate used to determine the obligation.
US GAAP does not limit the amount of the net defined benefit asset that can be recognized on the balance
sheet, whereas, under IFRS, all defined benefit plans in a surplus position could be affected by the asset ceiling.
A reduction in the net defined benefit asset as a result of the asset ceiling may be more likely to occur when
surplus assets may not fully revert to the employer upon plan wind-up or termination, due to plan provisions,
local laws (including tax laws), or the constructive obligation of the employer to share the surplus with other
parties, including plan participants.
Share-based compensation
Under US GAAP TechnipFMC has elected to apply the “straight-line” method to attribute compensation costs
over the requisite service period. The use of the “straight-line” method will result in less compensation cost
being recognized in earlier years. Under IFRS TechnipFMC applies the “accelerated” method to all unvested
share-based payment awards subject to graded vesting.
Other
TechnipFMC recorded other various insignificant differences, including differences from deferred taxes.
Non-GAAP Measures
In addition to financial results determined in accordance with US GAAP, we provide non-GAAP financial
measures (as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended) below.
The disclosed below are U.S. GAAP non-GAAP measures. The reconciliation from the U.S. GAAP to IFRS is
included in the previous section "Reconciliation of US GAAP to IFRS and Non-GAAP measures".
The following is a description of the most comparable financial measures under U.S. GAAP to the non-GAAP
financial measures.
Earnings before net interest expense, income taxes, depreciation and amortization, excluding charges, credits
and foreign exchange, net ("Adjusted EBITDA"), and "Adjusted EBITDA margin" are non-GAAP financial
measures. Management believes that the exclusion of charges, credits and foreign exchange impacts from these
financial measures provides a useful perspective on the Company’s underlying business results and operating
trends, and a means to evaluate TechnipFMC’s operations and consolidated results of operations period-over-
period. These measures are also used by management as performance measures in determining certain
incentive compensation. The foregoing non-GAAP financial measures should be considered by investors in
addition to, not as a substitute for or superior to, other measures of financial performance prepared in
accordance with GAAP. The following is a reconciliation of the most comparable financial measures under GAAP
to the non-GAAP financial measures.
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 27
Year ended December 31,
2024
2023
(in millions)
Revenue
$
9,083.3
$
7,824.2
Operating profit (loss), as reported (pre-tax)
1,003.9
295.3
Charges and (credits):
Restructuring, impairment and other charges
25.8
20.0
Gain on disposal of Measurement Solutions business
(71.3)
—
Non-recurring legal settlement charge
—
126.5
Subtotal
(45.5)
146.5
Depreciation and amortization
392.7
377.8
Foreign exchange, net
28.5
119.0
Adjusted EBITDA
$
1,379.6
$
938.6
Adjusted EBITDA margin
15.2%
12.0%
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. 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).
Year Ended December 31,
2024
2023
(In millions)
Cash provided by operating activities
$
961.0
$
693.0
Capital expenditures
(281.6)
(225.2)
Free cash flow
$
679.4
$
467.8
Strategic Report
28 TechnipFMC
U.K. Annual Report and Accounts
Non-Financial & Sustainability
Information Statement
The Company submits the following climate-related financial disclosures as required under the Companies
(Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 and to comply with sections 414CA
and 414CB of the Companies Act. These disclosures are located within the section entitled "Corporate
Sustainability" below. These disclosures include:
(a) a description of our governance arrangements in relation to assessing and managing climate-related
risks and opportunities (see the sections entitled "Governance of Corporate Sustainability Matters" and
"Environmental and HSES Governance");
(b) a description of how we identify, assess, and manage climate-related risks and opportunities (see the
sections entitled "Enterprise Risk Management Process" and "Environmental Risk Management");
(c)
a description of how processes for identifying, assessing, and managing climate-related risks are
integrated into our overall risk management process (see the section entitled "Enterprise Risk
Management Process");
(d) a description of (i) the principal climate-related risks and opportunities arising in connection with our
operations, and (ii) the time periods by reference to which those risks and opportunities are assessed
(see the 2024-2026 Sustainability scorecard (the "Scorecard") and the section entitled "Climate-Related
Scenario Resiliency");
(e) a description of the actual and potential impacts of the principal climate-related risks and opportunities
on our business model and strategy (see the section entitled "Climate-Related Scenario Resiliency");
(f)
an analysis of the resilience of our business model and strategy, taking into consideration different
climate-related scenarios (see the section entitled "Climate-Related Scenario Resiliency");
(g)
a description of the targets used by the Company to manage climate-related risks and to realize climate-
related opportunities and our performance against those targets (see the 2024-2026 Scorecard and the
section entitled "Environmental"); and
(h) a description of the key performance indicators used to assess progress against targets used to manage
climate-related risks and realize climate-related opportunities and of the calculations on which those
key performance indicators are based (see the section entitled "Environmental").
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 29
Corporate Sustainability
Our sustainability decisions are guided by our Core Values and Foundational Beliefs, which underpin our
commitment to responsible corporate citizenship. These principles drive our efforts to be more sustainable
while delivering on strategic goals aligned with long-term value creation. Since 2017, we have implemented
measures to hold ourselves accountable and to support these ambitions.
Building on the success of our 2021–2023 Sustainability Scorecard framework, we have adopted measurable
sustainability goals for the 2024-2026 period. This approach reflects our commitment to driving meaningful
change, accounting for progress achieved to date, and aligning with the interests of our stakeholders.
A snapshot of our achievements and goals for the 2024–2026 Sustainability Scorecard is set forth below.
While the Scorecard measures specific achievements in sustainability initiatives, our activities are neither
limited to those that are measured on our Scorecard nor to actions and monitoring required by law.
Year One of Our 2024–2026 Sustainability
Scorecard
Strategic Report
30 TechnipFMC
U.K. Annual Report and Accounts
Governance of Corporate Sustainability Matters
Board Oversight
All Board members participate in oversight of corporate sustainability matters. Oversight is concentrated in the
Environmental, Social, and Governance Committee (“ESG Committee”), which, as set forth in its charter, has
principal responsibility for overseeing our strategic sustainability initiatives. These areas of oversight include:
} Environmental stewardship, responsible investment, corporate citizenship, human rights, and
sustainability risk management;
} Reviewing and monitoring the development and implementation of targets, standards, metrics, or
methodologies to track the Company’s sustainability performance; and
} Reviewing the Company’s engagement with stakeholders and public disclosures with respect to
sustainability matters.
In addition to oversight by the ESG Committee, the Audit Committee, and the Compensation and Talent
Committee ("C&T Committee") also oversee certain sustainability matters that align with their areas of
responsibility as detailed in each committee’s charter.
Board of Directors Corporate Sustainability Oversight
ESG
Compensation and
Audit
Committee
Talent Committee
Committee
}
Policies, programs, and
strategies related to
environmental
stewardship, responsible
investment, corporate
citizenship, climate change,
human rights, and
sustainability risk
management
}
Development and
implementation of targets,
standards, metrics, and
methodologies related to
sustainability
}
Public disclosures with
respect to sustainability
matters
}
Policies that support
integrity in everything we
do, including respect for
humanity
}
Global strategy and initiatives
related to equal opportunity and
inclusion efforts and to
contributions to the world
around us
}
Executive compensation
structure, which includes
sustainability as a performance
measure in our annual cash
incentive plan (as detailed in the
“Directors' Remuneration Report”
section).
}
Certain Health, Safety, and
Environmental (“HSE”)
matters
}
Along with the ESG
Committee, systems and
controls for the
prevention of bribery and
receive reports on non-
compliance
}
Cybersecurity and
artificial intelligence risk
management
Strategic Report
U.K. Annual Report and Accounts
TechnipFMC 31
Management Oversight
TechnipFMC’s Executive Leadership Team ("ELT") sets the overall direction and approach for our environmental,
social, and governance efforts. The Sustainability Steering Committee is composed of members of the ELT who
are directly responsible for various aspects of the environmental, social, and governance programs. The
Sustainability Steering Committee is responsible for the specific Company initiatives toward corporate
responsibility, sustainability, climate-related risks and opportunities and actions aimed to further such
initiatives. The Sustainability Steering Committee sets the direction and long-term strategy to achieve our
sustainability-related plans, the development and implementation of targets, standards, and metrics, or
methodologies to achieve our goals, and publication of our external communication on sustainability topics. The
Sustainability Steering Committee regularly receives updates and provides guidance to subject-matter experts
in each of the environmental, social, and governance pillars that coordinate activity across the Company that
underpins our corporate sustainability strategy.
In addition to the Sustainability Steering Committee, TechnipFMC has internal organizations responsible for
executing and overseeing the day-to-day aspects of our environmental strategy. These organizations include
the Environmental Operating Committee and the Environmental Network.
The Environmental Operating Committee is composed of members from our business segments and functions
who meet to:
} Clarify workstream objectives;
} Determine goals, key performance indicators, and milestones;
} Establish organization and processes related to the environmental aspects of our sustainability strategy;
} Elevate risks and opportunities to the Sustainability Steering Committee;
} Review and agree on standards, scopes, and products;
} Align their functions to the strategy; and
} Facilitate communications within their functions on environmental matters, including the implementation
of plans to further progress towards goals.
The Environmental Network serves as a conduit between the Environmental Operating Committee, the global
environmental team, and HSE specialists and professionals throughout the Company. The Environmental
Network’s responsibilities include creating environmental programs, supporting the enhancement of
environmental performance, sharing best practices and lessons learned, and developing global environmental
initiatives involving local working groups, regions, and projects in an effort to reduce the Company’s
environmental footprint.
Enterprise Risk Management Process
TechnipFMC’s enterprise risk management ("ERM") process is designed to identify, evaluate, respond to, control,
and monitor risk. This ERM process is applicable to activities of TechnipFMC in all business functions and is
applied at the global business unit, global function, and enterprise-wide levels.
Under the global ERM process, risk is considered as an effect of uncertainty on objectives and is defined by
situations or circumstances that have both a likelihood of occurring and a potentially negative (threat) or
positive (opportunity) consequence. This process includes climate-related risks and opportunities but is not
limited to such risks and opportunities and does not treat climate-related risks and opportunities differently
than any other identified risk and opportunity. Instead, climate-related risks and opportunities are assessed
across the sub-processes identified below.
Under this process, global business unit and function leadership identify, manage, and monitor risks, with the
top risks being reviewed with the ELT and Board of Directors annually and more frequently, if needed, for
enterprise level consideration and mitigation.
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This general process is applied globally across TechnipFMC and includes annual enterprise risk reporting and
reviews, as well as closing of response actions and acceptance of residual risks.
This enterprise risk management process consists of the following five sub-processes:
} Risk Identification and Assessment;
} Risk Mitigation;
} Recording and Reporting;
} Integration (Strategy and Business Planning); and
} Monitoring and Review.
Environmental
The first pillar of our sustainability strategy is Environmental, and this section details our efforts to mitigate
the impact we have on our planet. The 2024-2026 Scorecard covers three distinct areas of our environmental
efforts: qualified products across the New Energy technology portfolio, reduction of the Company's Scope 1 and
Scope 2 GHG emissions to support the Company's “50 by 30” objective, and increased use of renewable energy.
We believe the Scorecard is a unique approach that has effectively strengthened our accountability.
Additionally, this section considers climate-related risks and opportunities in accordance with the requirements
of the amended Companies Act.
In addition to our Scorecard commitments, we have established additional indicators to assess our
environmental footprint and potential risks. As we work toward the goals outlined in the 2024–2026
Scorecard, our measurement and reporting methods will continue to evolve as we gain insights into our
practices and identify improvement opportunities.
Environmental Risk Management
TechnipFMC recognizes that environmental factors can impact the Company in the short-, medium- and long-
term. Environmental risks may manifest as physical risks, such as an increase in the severity of extreme
weather events or longer-term shifts in climate patterns, or as transition risks, including policy, legal,
technology, and market changes associated with the shift to a lower-carbon economy.
Our approach to assessing and managing climate-related risks and opportunities begins with the Board of
Directors, as detailed on page 31, and extends to the Sustainability Steering Committee (see page 32), our
enterprise risk management process (outlined on page 32), and the Health, Safety, Environment, and Security
("HSES") systems and standards described below.
These risks and opportunities are evaluated at appropriate intervals within each respective process, ensuring
ongoing identification, assessment, and management as part of our broader risk oversight.
Environmental and HSES Governance
As part of the environmental governance framework, we collect environmental data through our HSES
reporting system at regular intervals from all workplaces within our reporting boundaries where TechnipFMC
has operational control, whether owned or leased. We produce a monthly internal report to assess current
conditions and identify opportunities to enhance our environmental performance across key areas, including
GHG emissions, energy consumption, waste generation, water usage, and environmental incidents. These
reports are reviewed in Environmental Network and HSES meetings, where specialists and professionals
collaborate to refine reporting metrics, enhance data quality and completeness, and drive continuous
improvement.
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TechnipFMC 33
Management Systems and Standards
Workplaces and projects within the Company are managed by dedicated HSES leaders, supported by a team of
HSES professionals responsible for implementing environmental requirements within their respective areas.
Our Code of Business Conduct mandates that managers communicate applicable environmental rules,
procedures, and expectations to employees, contractors, and suppliers, ensuring those under their supervision
receive the necessary environmental training. Our Code of Business Conduct is discussed further in the section
entitled "Our Compliance Program."
A key element of the Company’s environmental program is our Global Environmental Management Standard,
which applies to all workplaces where TechnipFMC has operational control and outlines minimum requirements
for identifying and mitigating environmental risks associated with our activities, products, and services. By
implementing appropriate controls, we continuously improve environmental performance while looking to align
with ISO 14001 and comply with applicable environmental regulations.
As part of our commitment to enhancing GHG governance, we developed a process in 2022 to account for GHG
emissions in projects and products, in accordance with the GHG Protocol Corporate Accounting and Reporting
Standard (the "GHG Protocol"). This framework ensures a responsible and consistent approach to GHG emissions
accountability for these two important aspects of our business. Our Global Environmental, Global Sourcing and
Procurement, Subsea Projects, Surface Product Management, and Digitalization teams are collaborating to
determine the path forward for GHG emissions management.
We continue investing in resources and expertise to eliminate hazards, reduce risk, and minimize
environmental impact related to our activities through design, process improvements, and technology. In 2024,
39 workplaces maintained active ISO 14001 certification, an increase from 38 certifications in 2023, all
managed under the same management system for all certifications across the organization.
Climate-Related Scenario Resiliency
In 2023, the Company conducted its first qualitative climate scenario analysis focused on its Subsea business in
the U.K. (the "Scenario Analysis"). This analysis helps assess the resilience of the Company’s business model
and strategy in light of potential climate change scenario projections. A reputable third party supported the
Scenario Analysis, ensuring a robust and credible approach.
As a starting point, the Company selected our Subsea business in the U.K. due to its geographic and business
relevance for this initial analysis. Over time, TechnipFMC aims to enhance its climate risk assessment
capabilities, ultimately progressing toward a quantitative scenario analysis.
The Scenario Analysis evaluated climate-related impacts over three time horizons:
} Short-term: Less than three years;
} Medium-term: Three to five years; and
} Long-term: Six to 20 years.
These were assessed against three climate scenarios:
} Status quo (4⁰ C warming);
} Moderate climate action (2.5⁰ C warming); and
} Aggressive climate action (1.5⁰ C warming).
The Scenario Analysis leveraged Intergovernmental Panel on Climate Change (the "IPCC") scenarios (SSP1-2.6,
SSP2-4.5, and SSP5-8.5) for physical risk assessment and International Energy Agency (the "IEA") scenarios (Net
Zero Emissions by 2050 (NZE2050), Sustainable Development Scenario ("SDS2"), Announced Pledges Scenario
("APS"), and Stated Policies Scenario ("STEPS") for transition risk assessment.
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We mapped the IPCC and IEA scenarios to the three climate impact scenarios based on the forecasted change in
mean global temperature, and using that mapping, we leveraged the forecasted impacts under each scenario in
the respective reports to identify the potential likelihood and impact of each principal. This approach, including
the time horizons and scenario selection, aligns with industry best practices, recommendations from the Task
Force on Climate-related Financial Disclosures (“TCFD”), insights from TechnipFMC stakeholders, and guidance
from the IPCC and the IEA.
TechnipFMC conducted a climate-focused risk survey, employee interviews, and a climate risk lab to identify
principal risks and opportunities:
Transition Risks:
} Enhanced climate and emissions reporting obligations;
} Regulations limiting current business activities (e.g., limits on future oil and gas extraction activities);
} Increased pricing of GHG emissions;
} Decreased access to capital; and
} Sector stigmatization.
Transition Opportunities:
} Growing demand for lower-emission products and services; and
} Increased revenue through access to new and emerging markets, including new energy and resilience.
While some actual impacts to the Company may have been influenced at least in part by climate-related risks,
such climate-related matters have not, historically, had a significant impact on our operations. The potential
impacts of the Company’s principal climate-related risks and opportunities are as follows:
Transition Risk – Enhanced
Climate &
Emissions Reporting
High impact risk in the medium
term with aggressive climate
action (1.5º C warming).
Increased costs to obtain and maintain the
capabilities required to comply with evolving
reporting obligations (e.g., talent, data, systems,
technology). TechnipFMC’s choices in relation to
the selected technologies, systems, and platforms,
as well as the organizational choices relating to
climate and sustainability disclosures may result in
synergies and reduce the cost of compliance.
Transition Risk – Regulations
Limiting Current Business
Activities
High impact risk in the long
term with moderate climate
action (2.5º C warming).
High impact risk in the short
term with aggressive climate
action (1.5º C warming).
Reduced revenue due to reduced demand in
response to legislation banning new oil and gas
exploration and extraction. Stranding/early
retirement of assets supporting oil and gas
extraction; the likelihood of stranded assets asset
early retirement can, however, be reduced based
on the feasibility of and cost associated with the
conversion of manufacturing facilities from
supporting the Subsea business to supporting the
New Energy business.
RISKS & OPPORTUNITIES
TIME HORIZON
POTENTIAL IMPACTS & OTHER CONSIDERATIONS
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TechnipFMC 35
Transition Risk – Increased
Pricing of GHG Emissions
High impact risk in the long term
with moderate climate action
(2.5º C warming).
High impact risk in the short
term with aggressive climate
action (1.5º C warming).
Increased costs associated with current business
activities either to reduce or offset emissions
associated with operations. The rate of
advancement for carbon capture and storage
technology, as well as ongoing activities to reduce
the emissions from TechnipFMC’s Subsea offering,
can reduce the impact of increasing GHG emissions
prices.
Transition Risk – Decreased
Access to Capital
High impact risk in the long term
with moderate climate action
(2.5º C warming).
High impact risk in the medium
term with aggressive climate
action (1.5º C warming).
Reduced revenue due to delay or disruption of
planned activities, such as the inability to start
new projects or slowing down ongoing projects.
Strategic decisions related to TechnipFMC’s
investment in, and growth of, the New Energies
business could lessen the impact of financial
institutions and institutional investors divesting
from fossil fuels and potentially expand
TechnipFMC’s access to capital.
Transition Risk – Sector
Stigmatization
High impact risk in the long term
with moderate (2.5º C warming)
or aggressive climate action (1.5º
C warming).
Increased costs of workforce attraction and
retention. Strategic decisions related to
TechnipFMC’s investment in and growth of the
New Energy business could reduce the costs
associated with workforce retention and attraction
and potentially attract those seeking jobs
involving new technology, sustainability, and
energy transition.
Transition Opportunity –
Growing Demand for Lower-
Emission Products & Services
Medium impact opportunity in
the long term in a status quo
scenario (4º C warming) or with
moderate climate action (2.5º C
warming).
Medium impact opportunity in
the short term with aggressive
climate action (1.5⁰ C warming).
Potential for increased revenue driven by growing
demand for lower-emission products and services.
TechnipFMC’s investment in efficiency and
emissions reduction, as well as the pace of
technological advancement, may increase the
potential benefit to the Company.
Transition Opportunity –
Increased revenue through
access to new and emerging
markets
High impact opportunity in the
long term with aggressive
climate action (1.5º C warming).
Potential for new revenue streams from new
markets (e.g., tidal energy, hydrogen) and
improved reputation if the Company effectively
(co-)invests in those areas. Strategic decisions
related to TechnipFMC’s investment in and growth
of the New Energy business may increase the
potential benefit to TechnipFMC.
RISKS & OPPORTUNITIES
TIME HORIZON
POTENTIAL IMPACTS & OTHER CONSIDERATIONS
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By incorporating a range of climate scenarios and time horizons, TechnipFMC can make informed decisions
about managing climate-related risks and capitalizing on opportunities. The Company’s ongoing initiatives, such
as emissions reduction efforts, carbon capture technologies like CTS, and the growth of our New Energy
business, demonstrate our strategic resilience in a rapidly evolving energy landscape.
u
We aim to reduce our Scope 1
and Scope 2 GHG emissions by
50% by 2030
Our 50 by 30 target—to reduce our global Scope 1 and Scope 2 GHG emissions by 50% by 2030–was announced
in November 2020 and, along with our New Energy technology portfolio target from our Scorecard, is our
primary target for managing climate-related risks. It covers CO2 equivalent ("CO2e") emissions from fuel
combustion and refrigerants usage as well as emissions from the purchase of electricity, heat, cooling, and
steam by the Company for its own use.
TechnipFMC calculates Scope 1 and Scope 2 GHG emissions in accordance with the GHG Protocol. Specifically,
we measure and report emissions from:
} Purchased fuels;
} Refrigerants used in Company equipment and the servicing and disposal of refrigeration and air-
conditioning equipment; and
} Purchased energy consumption.
To calculate emissions, we apply industry-standard emission factors, including those from the U.S.
Environmental Protection Agency, the U.K. Department for Environment, Food & Rural Affairs (Defra), and the
International Energy Agency (IEA).
As we work toward our emissions reduction targets, we consider market developments and the availability of
renewable energy sources, which play a key role in achieving our goals. Our reduction efforts focus on three
areas:
} Purchased energy and fuel from renewable sources;
} Enhancing energy efficiency; and
} Exploring decarbonization technologies.
Our business units, functions, and workplaces actively identify opportunities to reduce fuel and energy
consumption while increasing efficiency.
The table below presents our 2024 Scope 1 and Scope 2 GHG emissions, measured in tonnes of CO2e, based on
our adjusted 2017 baseline and post-Spin-off operational scope.
For 2024, we calculated Scope 2 emissions using both market-based and location-based methods under the
GHG Protocol:
} Market-based method: Uses emission factors provided by the instrument chosen to purchase energy.
} Location-based method: Uses the average emissions intensity of the grid supplying energy to our
workplaces.
At the Company, the market-based method is used where an instrument certifies that the Company has
procured an amount of renewable energy exclusively available to it. We apply renewable energy attributes
only to workplaces consuming purchased energy under certified instruments.
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Notably, Scope 1 and Scope 2 GHG emissions from our U.K. workplaces account for just 0.7% of the Company’s
Scope 1 and 2 GHG emissions. The following table reflects the Company's total 2024 Scope 1 and 2 GHG
emissions, with Scope 2 emissions calculated using the market-based method.
GHG Emissions
(in Tonnes CO2e equivalent)
2022*
2023*
2024*
Scope 1
Scope 2
Scope 1
Scope 2
Scope 1
Scope 2
GHG Emissions by Scope
247,473
35,3551
235,263
31,1662
260,348
24,5783
TOTAL GHG Emissions
282,828
266,429
284,926
*
Results reflect adjusted 2017 baseline, which has been revised to reflect our operational scope after the Spin-Off.
(1) Reflects the Company’s Scope 2 emissions calculated using the market-based method.
(2) Reflects the Company's Scope 2 emissions calculated using the market-based method. In 2023, the Company’s Scope 2 emissions
calculated with the location-based method were 42,147 tonnes CO2e equivalent.
(3) Reflects the Company’s Scope 2 emissions calculated with the market-based method. In 2024, the Company’s Scope 2 emissions
calculated with the location-based method were 44,053 tonnes CO2e equivalent.
In 2024, TechnipFMC’s Scope 1 and 2 GHG emissions increased by 7% compared to 2023, while reflecting a 9%
reduction against our adjusted 2017 baseline. This year-over-year increase is primarily due to higher project
activity, inherent in our project-based business model.
Vessels remain the largest contributor to our emissions, accounting for 82% of total Scope 1 and 2 GHG
emissions in 2024. To address this, our vessel fleet team continues to enhance energy efficiency measures and
assess the viability of biofuels as alternative fuel sources, considering logistical and operational feasibility.
Each vessel follows a Ship Energy Efficiency Management Plan (SEEMP), leveraging digitized operational data
to improve fuel and energy efficiency. Additionally, through engagement with stakeholders, our fleet optimizes
transit speeds to reduce fuel consumption and lower emissions.
Meanwhile, Scope 2 GHG emissions decreased by 21% in 2024 compared to 2023, due to enhanced energy
efficiency initiatives and increased reliance on renewable energy sources in our purchased energy portfolio.
GHG Emissions Intensity
Our “50 by 30” target focuses on the absolute reduction of Scope 1 and 2 GHG emissions. However, given the
nature of our business, emissions intensity, measured relative to activity levels, provides additional insight into
our environmental performance. TechnipFMC calculates GHG emissions intensity by dividing total Scope 1 and
Scope 2 emissions by hours worked, a widely used metric in the industry. In 2024, GHG emissions intensity
increased by 4% compared to 2023.
2022
2023
2024
GHG Emissions Intensity
(kg CO2e/workhours)
5.19
4.48
4.59
Energy Consumption
In 2024, TechnipFMC’s total energy consumption was approximately 1.2 million MWh, comprising:
} Direct energy from fuel combustion at our workplaces; and
} Purchased energy (electricity, heat, steam, and cooling by the Company for its own use) ("purchased
energy").
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Of this total, 166,601 MWh was purchased energy, representing a 2% absolute decrease compared to 2023.
Notably, 47% of purchased energy came from renewable energy sources, supported by energy attribute
certificates, power purchase agreements, and similar instruments. We continue monitoring the renewable
energy composition of electricity supplied to our workplaces.
Energy consumed in the United Kingdom accounted for 2% of the Company’s total energy consumption.
Purchased electricity, heat, steam, and cooling in the United Kingdom represented 8% of total purchased
energy.
Our Scorecard Commitments
New Energy
Introduce three new fully qualified products across the
New Energy technology portfolio by 20261
Target: 3
Actual: 1
(1)
Cumulative as a percentage of the 2026 commitment.
As part of our strategy to capitalize on opportunities arising from the energy transition, we have set a target in
the 2024–2026 Scorecard to introduce three new fully qualified products across the New Energy technology
portfolio by 2026. This metric reflects the commercialization of products within the three pillars of the New
Energy business (see the section entitled "Other business information relevant to our business segments"). The
commercialization of these new products is based on an internal decision process, achieving the milestone of
"Decision to Commercialize."
We introduced the CO2.0 all-electric tree in 2024, in alignment with our plan to meet the 2026 objective.
Renewable energy to power our facilities
Increase the usage of our renewable energy by 20261
2023 baseline:
35%
Target: 60%
Actual: 47%
(1)
Cumulative as a percentage of the 2026 commitment.
TechnipFMC is committed to increasing the proportion of renewable energy in our total purchased energy,
aiming for 60% of renewable energy consumption by 2026 based on our 2023 consumption baseline. In 2024,
we achieved 47% renewable energy consumption across our workplaces. We continue to explore additional
opportunities to expand the use of renewable energy and offset our reliance on nonrenewable sources. Since
2011, a wind turbine has contributed to powering our manufacturing operations in Dunfermline, and several of
our workplaces are partially powered by solar panels. In Brazil, most of our facilities are powered primarily by
renewable, hydroelectric energy. Throughout 2024, we continued to support the transition to renewable energy
by acquiring energy attribute credits and sourcing renewable energy through our energy providers.
50 by 30 commitment
Reduce our carbon footprint by 50% by 2030 (kt CO2 eq.)1
2017 re-
baseline: 312
2030
Target: 156
Actual: 285
(1)
Cumulative as a percentage of our 50 by 30 commitment to reduce our Scope 1 and Scope 2 emissions by 50 percent by 2030.
The final area of focus in the Company's Scorecard under the environmental pillar is our commitment to reduce
Scope 1 and 2 GHG emissions by 50% by 2030, known as our "50 by 30" target. These emissions primarily
result from fuel combustion and refrigerant usage, and the purchase of electricity, heat, cooling, and steam for
the Company's own use.
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In 2024, our Scope 1 GHG emissions increased by 11% compared to the previous year, primarily driven by
higher vessel activity. In contrast, our Scope 2 GHG emissions decreased by 21% from 2023, reflecting
successful initiatives across our workplaces to enhance energy efficiency and increase the consumption of
purchased electricity from renewable sources.
The Scorecard metric has been a catalyst for positive behavioral change, driving improvements in these areas
and beyond. Below, we share some of the successes and challenges we’ve encountered in our ongoing efforts.
Beyond the Scorecard
Our commitment to environmental responsibility extends beyond the initiatives outlined in the Scorecard:
Water Resources
We have implemented internal, risk-based water management requirements to promote water conservation
and efficient wastewater treatment, enabling the reuse of some water within our processes. Continuing the
efforts initiated in our 2021-2023 Scorecard, our workplaces have successfully reduced water consumption by
1% compared to 2023 through enhanced resource conservation practices.
Waste Generation, Recycle and Reuse
Recycling and material reuse are integral to our environmental management strategy and operational approach.
We strive for circularity by reducing material use at the source, minimizing waste generation, and improving
waste recycling and reuse. As of the end of 2024, we have made progress in these areas. Although waste
generation increased by 1% compared to 2023, our waste recycling/material reuse ratio improved to 71%, up
from 70% in 2023.
Air Emissions
In line with our environmental management strategy, we monitor air emissions monthly at workplaces subject
to compliance obligations. This includes sulfur oxides, nitrogen oxides, and volatile organic compounds ("VOCs").
We are committed to managing and reducing the impact of our operations on local air quality by regularly
monitoring and controlling air emissions.
Environmental Events
We follow a structured procedure for recording, reporting, and investigating environmental incidents. using our
HSES incident management and analysis tool. For unexpected environmental events, immediate containment
and mitigation measures are initiated. All incidents are recorded, and corrective actions are implemented to
prevent recurrence. High-consequence incidents trigger management notifications and in-depth investigations.
In 2024, there were no significant incidents with adverse environmental impacts.
To ensure effective incident management, we track our total environmental incident rate ("TEIR") and our total
relevant incidents rate ("REIR"), based on 200,000 worked hours. The REIR captures all significant
environmental incidents within our responsibility and enables us to understand the effectiveness of our
incident management system. The REIR also helps us monitor our actual risk in terms of environmental incident
management. It covers all incidents of a certain environmental impact, triggering management attention,
including incidents that:
a.
involve a discharge/release above regulatory or client limits;
b.
reach warning levels provided by regulatory agencies;
c.
may cause public concern;
d.
impact work; and/or
e.
require external support for containment or clean-up.
For 2024, our REIR improved to 0.05, compared to 0.08 in 2023.
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Social
The second pillar of our sustainability strategy is Social, which is rooted in our Foundational Beliefs of
Integrity, Respect, and Sustainability. This commitment underscores our impact on people and the communities
where we operate. Our social initiatives aim to empower employees to make a difference while showcasing the
power of equal opportunity and inclusion.
Our social strategies are guided by two Scorecard commitments: Equal Opportunity and Community. These
commitments drive actions to advance equal opportunity and inclusion, encourage volunteering, promote STEM
education, and build a robust and inclusive talent pipeline.
Our Social actions and commitments are not limited to those covered by the Scorecard. The following key
commitments drive our ongoing progress:
Our Scorecard Commitments
Equal Opportunity and Community are central pillars of our social strategy. We are committed to attracting a
broad range of talent, to help foster the largest pool of qualified candidates possible and advancing equal
opportunity in leadership through clear, measurable targets that promote inclusivity at all levels of the
organization. Equally, community engagement serves as a cornerstone of our efforts, with a strong focus on
volunteering and STEM education. These initiatives empower our employees to make a meaningful impact
while inspiring the next generation of innovators and fostering a culture of inclusion both within our Company
and in the communities where we operate.
Equal opportunity1
Attract an inclusive talent pool2
Target: 50%
Actual: 51%
(1)
50% of the roles filled include one or more candidates from traditionally underrepresented backgrounds in the candidate pool. This target
focused on countries representing 80% of our employees.
(2)
Annual as a percentage of the calendar year target.
At TechnipFMC, equal opportunity is central to our commitment to fostering inclusion. In 2024, we launched
and piloted an Inclusive Hiring Curriculum, designed specifically for hiring managers, recruiters, and HR
business partners. This initiative aims to strengthen equitable hiring practices and will be fully implemented in
2025.
As part of our objectives for 2024, we set a goal for 50% of roles filled to include one or more candidates from
traditionally underrepresented backgrounds in the candidate pool. This target focused on countries
representing 80% of our employees—areas where we believe we can make the greatest impact in advancing
inclusion. Through the dedicated efforts of our recruiting team, we surpassed this objective, achieving 51% by
year-end. This milestone reflects our ongoing dedication to inclusive hiring practices and building a workforce
that reflects the communities we serve.
Community
Volunteering hours by 20261
Target:
120,000
hours
Actual:
58,619 hours
(1)
Cumulative as a percentage of the 2026 commitment.
TechnipFMC is focused on making a long-term, positive impact in the communities where we live and work. We
encourage our employees to "do something good" through active engagement in initiatives that address food
equity, closing the digital divide, support education, and foster local employment. Key programs include our
global volunteering program, which provides employees with four hours of volunteering time annually, and our
ongoing efforts to promote careers in science, technology, engineering, and mathematics ("STEM").
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This commitment is reflected in our Scorecard, which emphasizes community outreach within the Social Pillar.
One of our goals is to contribute 120,000 volunteering hours by 2026. We are well on track to accomplish this
goal by achieving 58,619 volunteer hours in 2024, which is a testament to our employees' dedication to giving
back and making a difference in the communities where we operate.
Community
STEM initiatives1
Target: 80%
Actual: 80%
(1)
Annual as a percentage of the calendar year target.
Another key focus of our Community Outreach is STEM engagement. We committed to ensuring that at least
80% of countries where we operate participate in STEM education and engagement activities annually. In 2024,
we successfully delivered this objective, with employees in 29 locations actively engaging in STEM-related
activities. This milestone demonstrates our ongoing commitment to inspiring the next generation of innovators
and supporting educational opportunities in our communities.
Beyond the Scorecard
There are many initiatives that we do not measure in the Scorecard, such as supporting a school in Ghana,
creating awareness through international UN calendar events, and more formal initiatives, such as the launch of
supplier diversity and continued growth of our employee networks and resource groups ("ENRGs"), which are
open to all of our employees. We explore those areas over the following pages.
Community Highlights
Family Day
Embracing a vibrant company culture, our global Family Day
events stand as a testament to our commitment to unity and
innovation. With a spotlight on STEM, we create engaging
experiences that inspire curiosity across generations. These
events exemplify our dedication to fostering a collaborative and
inclusive environment where families witness firsthand our
passion for STEM and Power of Purple, as well as getting a
glimpse of an employee’s workday. From interactive activities to
exciting demonstrations, our Family Day celebrations reinforce
the values that drive our company forward, showcasing a
dynamic blend of camaraderie and a dedication to shaping the
future.
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Global Giving
In a testament to our commitment to global giving, our company
proudly champions the 37-year United Way of Greater Houston
campaign, donating $1.35 million. This enduring partnership
symbolizes our dedication to making a positive impact on
communities. Additionally, we celebrated another record-
breaking year for our American Heart Association campaign,
donating $644,434, reflecting the collective generosity and
compassion of our employees. These milestones underscore our
belief in corporate social responsibility, fostering a culture of
philanthropy that transcends borders and transforms lives.
Together, we strive for a brighter and healthier future for all.
Energy Day
In 2024, TechnipFMC participated in the Consumer Energy
Education Foundation's annual Energy Day. In our fifth year of
participation, we helped energize STEM education for over 5,000
students, parents, and teachers with interactive and hands-on
activities.
Planned by BOLD (Black Organization for Leadership and
Development), our booth featured nine stations focused on
teaching K-12 students and families about various forms of
energy and how they can pursue exciting careers in the energy
industry through STEM education.
Employee Networks and Resource Groups
The following ENRGs continued to use their grassroot efforts to
strengthen engagement, retention, and social responsibility:
VALOR (Veterans & Advocates Leading Organizational
Responsibilities) - U.S.; XYZ (generations) - U.S.; BOLD (Black
Organization for Leadership & Development) - U.S.; STRIVE
(Supporting TechnipFMC Reach Its Vision of Equity) - Australia;
Parents Network - U.S.; IDEA (Inclusion, Development & Equality
for All) - U.K.; EmPower Women’s Network - U.S.; and SAFE
(Suporte, Acessibilidade, Fala & Equidade) - Brazil. Three new
ENRGs – OPEM (Orgulho de Poder ser Eu Mesmo – Proud to be
Myself) – Brazil; iPODER! (Provide Opportunities, Development,
Engagement & Representation for Hispanic/Latino) – U.S.; A4A
(Accessibility for All) – U.K. Also EmPower has chapters in Africa,
Brazil, France, and the Middle East. ENRGs are open to all
employees in a given region, regardless of how they identify.
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Employee Matters
Our people are at the heart of everything we do, and they drive our culture of strong execution, purposeful
innovation, and challenging industry conventions. We are committed to the development of our employees, and
our employee guidelines are specified in our Code of Business Conduct, which applies to all employees,
regardless of their roles and no matter where they work.
We believe that all our employees are entitled to fair treatment and respect, wherever they work: in the office,
offshore, on industrial and construction sites, or in client offices. We do not tolerate any form of abuse or
harassment, and we will not tolerate any action, conduct, or behavior that is discriminating, intimidating, or
hostile.
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 the goal of
creating a tolerant, equitable, and inclusive workforce.
Workforce Overview
Our workforce consists of the following:
December 31,
2022
December 31,
2023
December 31,
2024
Permanent employees
20,301
21,469
21,693
Temporary employees (fixed-term)1
1,671
1,293
1,155
Employees on payroll
21,972
22,762
22,848
Contracted workforce
1,374
2,265
2,456
Total Workforce
23,346
25,027
25,304
(1) Temporary employees include interns and apprentices.
From 2022 through 2024, TechnipFMC had the following number of executive officers and employees:
Male
Employees
Female
Employees
Total
2022
2023
2024
2022
2023
2024
2022
2023
2024
Directors
(non-executive directors)
4
4
4
4
4
4
8
8
8
Executive officers (including Douglas
J. Pferdehirt)
5
5
5
3
3
3
8
8
8
Senior managers
55
51
53
13
17
20
68
68
73
Employees on payroll (overall)
16,943 17,692 17,677
4,242 5,070 5,171
21,185 22,762 22,848
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Attracting Talent
Our Employee Value Proposition ("EVP") is part of the way we attract, engage, and retain our people. It is an
aspect of our employer brand that communicates the attributes and qualities that make our organization a
great place to work, and helps us attract people who will contribute to, and thrive within TechnipFMC. In 2023,
we redefined our EVP in a way that reflects the company we are today. We sought extensive input and
feedback from a cross-section of our employees, senior leadership team, and new recruits and announced “The
energy to transform” as our new EVP. Built on two pillars—relentless innovation and caring for the future—it is
underpinned by our global collaborative culture. It links to our overall brand positioning, which is driving
change in the energy industry, and it describes both what the company does and what it offers employees and
potential employees. In 2024, we continued to encourage and include more people from our business to share
their inspiring experiences and stories that truly reflect the plurality of backgrounds within the Company.
People from different cultures, generations, abilities, and perspectives are united by a common thread: the
inspiring experiences they’ve had at TechnipFMC. We continue to explore the best ways to share these stories
both internally and with external candidates through various channels. We have made significant strides in
enhancing the candidate experience on our newly designed career page and our internal EVP-dedicated web
page.
Our global recruitment system is being optimized to provide a more dynamic, modern, and attractive
experience with relevant content. Our onboarding program will be further simplified, with better global
alignment and more efficient communication to make the experience of new employees and line managers
more streamlined and connected.
Key performance indicators linked to talent acquisition are now available and accessible to key stakeholders
through our internal tracking platform. In 2024, we achieved further reduction in recruiting lead time.
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.
We focus on talent development through a process called "Talking Talents." This program forms the basis for
developing employees into our three main career pathways: Leadership, Technology, Project Management.
Input from the Talking Talents process is also used for succession planning. As in previous years, in 2024, our
leaders spent a considerable amount of time planning for succession, resulting in an increase in depth of
succession, utilization of talents and cross-pollination between business units and functions.
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. 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.
In 2024, we conducted a "Leaders as People Developers" workshop covering over 700 managers globally and
imparting the skills required for managers to have an effective check-in with their teams with a focus on
feedback and development. We received positive feedback from participants as was also evident in the
positive trends in the employee check-in surveys in 2024. Our tools for developing employees also include a
continuous feedback platform that enables feedback to be provided from peers, leaders, and reporting
employees.
Developing effective leaders at all levels of the organization is also a top priority at TechnipFMC. "Leadership
You" is our internal leadership development model, which focuses on four areas: engaging people, thinking
strategically, driving results, and embracing change. This program is available to all employees, self-directed,
customizable, and driven by a global, enterprise-wide learning and knowledge management ecosystem.
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. Senior leadership workshops were
conducted in 2024, and we will work on a systematic deployment plan to coach and develop our leaders and
drive accountability for people development in 2025 and beyond.
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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. 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 continue to embrace our digital
transformation and strive to deliver engaging content. 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. We also 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. 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 are in the process of completing over, 9,100
hours of learning on the topic of Digital.
We also leverage our internal knowledge-sharing tools, The Bridge and The Well, to collaborate across the
Company. The Bridge has 51 chartered global knowledge-sharing networks. The related knowledge repository,
The Well, has 5,637 pages, which received almost 1.9 million visits in 2024 (up from 1.3 million in 2023). 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.
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. 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.
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. 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.
In 2024, our Fellows continued to sponsor a significant global initiative on intellectual property called "Think
IP." Through this program, they will share their knowledge broadly across the Company’s learning ecosystem
and drive initiatives to protect our competitive advantage and respect our Company’s intellectual property and
the intellectual property of other companies.
Equal Opportunity and Inclusion
Three of our Foundational Beliefs—Integrity, Respect, and Sustainability—are deeply embedded in our
commitment to equal opportunity and inclusion. These principles are integral to our long-term value and
performance, and we remain dedicated to pursuing these aims in legally compliant and ethical ways. It is our
policy that employment decisions (including recruitment, evaluation, selection, compensation, and
development) are made without unlawful or unfair discrimination based on race, religion, gender, age, ethnic
origin, nationality, sexual orientation, gender identity or reassignment, marital status, disability, or any other
legally protected characteristic.
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Our commitment also extends to supporting employees with disabilities by working to provide reasonable
accommodations, training, and career development opportunities to promote an inclusive and supportive work
environment.
In 2024, we celebrated the International Day of Persons with Disabilities, reflecting our focus and commitment
to inclusion and respect for all employees. Our initiatives included:
}
A suite of resources to raise awareness and support our colleagues, including posters, GIFS, digital
signage, Take 5 Moments, Teams backgrounds, PoP stories, and Viva Engage posts;
}
A collection of inspiring stories featuring perspectives from our leadership team, employees with
disabilities and those who advocate for them;
}
Creating awareness of disabilities through web-based learning experiences, such as a webcast and
panel sessions with disability experts; and
}
Virtual and in-person volunteering opportunities for employees to get involved in.
Additionally, TechnipFMC marked other global celebrations in 2024, including International Women’s Day, Pride
Month, and Mental Health Month, reinforcing our dedication to fostering an equal opportunity workplace.
We have also continued to foster our iVolunteer program, enhancing employee engagement through
volunteering and STEM education. These efforts have also been integrated into our university engagement
efforts, promoting a more inclusive and impactful talent acquisition strategy. Furthermore, our graduate
recruiting approach has been refined to prioritize maintaining a robust talent pipeline that looks to draw from
a broad pool of talent.
Employee Networks and Resource Groups
TechnipFMC’s ENRGs aim to engage and reinforce our commitment to creating an environment where all
employees can achieve their full potential. Our ENRGs are open to all of our employees and include BOLD
(Black Organization for Leadership and Development), EmPower Women’s Network, Parents Network, ¡PODER!
Latin Network, OPEM (Proud to be Myself), Military Veterans and Friends Network, XYZ Network for
professional development, and STRIVE and IDEA Networks for equal opportunity and inclusion. We continue to
promote ENRGs globally by improving participation and sponsorship. ENRGs contribute in three ways:
} Encouraging meaningful employee engagement and development of future leaders;
} Acting as a resource for attraction and retention of talent; and
} Sharing new ideas and perspectives for a changing workforce.
Giving Back to the Community
TechnipFMC is focused on making a long-term, positive impact in the communities where we live and work. We
encourage our employees to actively engage in "doing something good" through active engagement in health,
education, and local employment. Initiatives include our global volunteering program, which encourages
employees to perform four hours of volunteering each year at the Company’s expense, and promoting STEM
careers.
Employee Engagement and Wellbeing
In 2024, we continued to work on actions arising from our 2023 engagement survey, in particular, leadership
visits, interactions with people working on active job sites, virtual collaboration opportunities, etc. We
conducted three check-in surveys in 2024, to get a pulse on our check-in approach and continuous feedback
culture, followed by actions to strengthen our continuous feedback culture. Our global wellbeing program
"Workplace Options," continued to get traction in 2024, and initiatives were taken throughout the year to
improve holistic employee wellbeing. Regular communication to employees on business prospects and long-
term strategy helped in keeping people engaged with the future prospects and helped them understand how
they play a part in achieving our strategic goals. In addition, engagement and check-in survey information was
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also made available by managers, location and business units, and leaders had access to review results, identify
improvement opportunities and put action plans in place.
As committed by our Chair and CEO, we annually mark the month of October as mental health awareness
month with several activities to promote awareness. Our 2024 activities included Take 5 Moments, webinars,
employees podcasts, a virtual yoga event, and a Global Wellbeing Questionnaire, which allows people to learn
more about their physical, emotional, and practical wellbeing. Our Global Wellbeing & Mental Health Viva
Engage page continues to stimulate discussions around the topic. Employees around the world are able to share
their own stories to better assist and educate us as we continue to push the message that "it’s okay not to be
okay.” Our global wellbeing program from Workplace Options provides all our employees with access to mental
health resources, counseling and health coaching.
Internal Communication
We have a robust internal communications strategy and support communication channels that promote our
ability to communicate with our employees in a timely and effective manner. The effectiveness of internal
communication is monitored and adjusted based on various forms of feedback from multiple levels across the
Company. Digital tools help us gauge the effectiveness of our digital communication platforms—from email to
intranet to internal social media. Employees are regularly consulted and provided with information on changes
and events that may affect them through channels, such as regular meetings, employee representatives, and
the Company’s intranet site. These consultations and meetings help to ensure that employees are kept informed
of the financial and economic factors affecting the Company’s performance and matters of concern to them.
Labor Relations and Collective Agreements
We seek to maintain constructive relationships and regular dialogue and consultation with works councils and
trade unions and to comply with relevant local laws and collective agreements in relation to collective or
individual labor relations. The Company’s European Works Council ("EWC") includes all of our eligible European
entities and meets at least twice a year with management.
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Governance
The third pillar of our sustainability strategy is Governance, which is touched by all of our Foundational Beliefs:
Safety, Quality, Sustainability, Integrity, and Respect.
Each of the governance commitments covered in our Scorecard is tied closely to making a positive impact on
our people and the communities where we operate—leadership in HSES, upholding human rights, and ethics and
compliance training—but also links to the aspirations of our Foundational Beliefs, because how we do business
is as important as why we do business.
Our Scorecard Commitments
Leadership in HSE
Safe Choice1
Target:
100%
Actual:
100%
(1)
Annual as a percentage of the calendar year target.
At TechnipFMC, we are committed to upholding a strong safety culture by rolling out our behavioral-based Safe
Choice training and coaching plan ("Safe Choice"). Safe Choice focuses on improvement of decision-making by
recognizing decision-making styles, cognitive biases, fast & slow thinking, and present motivation. It provides
practical guidance and coaching to apply the knowledge in our daily tasks with the goal of reducing HSE risks
in our working environments and protecting our employee base. In 2024, we met our target by completing
training for Wave II and Wave III ahead of schedule. Over 8,000 employees were trained in 2024.
Our further actions in HSE are discussed in greater detail in the section entitled "Health, Safety, and Security"
below.
Human rights due diligence
Onsite supplier audits1
Target:
100%
Actual:
104%
(1)
Annual as a percentage of the calendar year target.
We are raising the bar on workers’ welfare through onsite human rights audits of our suppliers. During our
2021-2023 Sustainability Scorecard, we found that onsite human rights audits are most effective in evaluating,
engaging, and educating our suppliers with respect to human rights compliance. Under our Sustainability
objectives, we have therefore undertaken a commitment to ensure that at least 50% of the annual human rights
supplier assessments that we conduct are conducted via onsite audit. A number of factors are considered when
determining the selection of suppliers to be audited, including risk factors and input from across our business.
Our onsite audits involve a thorough review of the supplier’s facilities, worker interviews, and documentation
and policies evaluation. Each onsite audit results in an audit report that measures the supplier’s performance
against the Company’s human rights audit standard. These audits ensure that our suppliers adhere to our
stringent human rights standards, and any non-compliance identified is addressed through corrective action
plans to foster continuous improvement.
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Ethics and compliance
Advance training for all managerial levels1
Target:
100%
Actual:
100%
(1)
Annual as a percentage of the calendar year target.
Our annual advanced integrity training seeks to ensure that our leaders are equipped with the knowledge and
skills necessary to uphold the highest standards of ethical behavior. This training is designed to reinforce our
commitment to ethical business practices and to provide our managers with the tools they need to navigate
complex ethical dilemmas. By doing so, we aim to foster a culture of integrity and accountability throughout
the organization. The Company will release new advanced integrity training material each year, and this
commitment targets 100% completion of our annual advanced integrity material by all managers each year. We
systematically roll out the program and measure completion rates of the course.
For 2024, we met our expectations, with 100% of managers completing the required ethics and integrity
course.
Beyond the Scorecard
Our efforts under the Governance pillar go beyond those detailed in the Scorecard, as we demonstrate in the
following pages.
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Our Compliance Program
How TechnipFMC conducts its business around the world is as important as why TechnipFMC does business. We
act in accordance with our Core Values and our Foundational Beliefs in all that we do. We aspire to develop
business relationships with like-minded partners who are guided by a similar set of principles of business
conduct. Integrity is the cornerstones of the way we conduct business, and we hold ourselves to the highest
standards, which drives our compliance program.
Our Code of Business Conduct is built on our Foundational Beliefs of Safety, Integrity, Quality, Respect, and
Sustainability, and gives us a common language and playbook for decisions and actions that help us live our
Core Values. Our Code of Business Conduct helps us recognize and address the ethical dimensions to our
everyday decisions. In addition to our Code of Business Conduct, we maintain a world-class compliance
program that is designed on a risk-based approach and focuses on the following priorities:
} Anti-bribery and anti-corruption: our standards and processes provide a clear and comprehensive
framework for our business in all of the countries in which we operate, in line with our commitment to
comply with all applicable laws.
} Human rights: the protection of human rights is an essential business principle we promote for our
employees in the workplace and across our supply chain.
} Trade controls and foreign boycotts: we implement policies and procedures pertaining to international
trade laws and regulations imposed by applicable authorities.
} Data privacy: we implement appropriate security and access measures to protect personal data stored in
information systems.
Our compliance program is supported by a global team of professionals embedded across our organization,
who are responsible for the provision of advice, counsel, and training, as well as the auditing of our program
and its controls. This is designed to mitigate and monitor compliance risk in support of our operations. Our
program is led by a Chief Compliance Officer, who was also appointed as our Executive Vice President and
Chief Legal Officer in 2023, and reports in both capacities to the Chair and CEO and the Chair of the ESG
Committee of the Board of Directors. Our Chief Compliance Officer regularly reports compliance matters to
management and formally reports to the ESG Committee quarterly. These reports include continuous
enhancements to our compliance program and allegations regarding potential non-compliance with our Code of
Business Conduct.
We believe it is up to all of us to uphold the principles in our Code of Business Conduct. We encourage
employees and others to raise questions and concerns to ensure we are leading by example. Suspected
violations of our Code of Business Conduct can be reported through various means, including through an
independent third party via the dedicated reporting helpline, which further supports both anonymous reporting
and a two-way dialogue with anonymous reporters to facilitate the investigation. TechnipFMC has a zero-
tolerance policy regarding retaliation against employees for reporting in good faith any suspected violations of
our policies or Code of Business Conduct.
In sum, our compliance program is designed to effectively mitigate and monitor risks relevant to our enterprise
to enable us to preserve the interests of our stakeholders in accordance with our Core Values and Foundational
Beliefs.
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Anti-Corruption and Anti-Bribery Compliance Controls
The Company is committed to conducting business around the world in accordance with our Core Values and
our Foundational Beliefs. Therefore, all employees, as well as our business partners and supply chain, are
expected to conduct their activities in an ethical and lawful manner on a day-to-day basis.
All acts of fraud and corruption (including bribes and facilitating payments, kickbacks, and self-dealing) are
strictly forbidden. We compete fairly on the strength of our technology, service, and execution excellence. We
do not tolerate corruption in any form and do not make or accept improper payments to obtain or retain
business with those in government or the private sector, or as a reward for awarding subcontractor or supplier
contracts. We are committed to complying with all international and national legislation against illegal
payments, including prohibitions on facilitation payments (to expedite routine and administrative government
action).
We conduct due diligence of potential business partners before entering into a relationship to better enable us
to identify partners that share our commitment to ethical business practices and partners whose other
relationships do not create a potential conflict of interest or the appearance thereof. Our Code of Business
Conduct highlights our commitment to integrity and, in conjunction with our standards and procedures, we
have implemented a variety of anti-bribery and anti-corruption related operational standards that translate our
general principles into concrete operating procedures.
Our Anti-Bribery and Corruption ("ABC") Standard is aimed at providing a clear and comprehensive operational
framework for the conduct of our business in all of the countries in which we operate. The ABC Standard sets
out the Company’s principles for strict compliance with applicable anti-bribery and anti-corruption laws.
The Company pays particular attention to indicators that could cast doubt on the honesty and integrity of third
parties involved in our business. We employ a Business Partner Standard that establishes the due diligence
requirements and procedures for third-party intermediaries and joint ventures/consortia partners, which
enables us to assess and manage the bribery and corruption risks of third-party arrangements while conducting
business globally.
We have a Gifts, Hospitality, and Travel ("GHT") Standard setting forth our rules related to the receipt or
provision of gifts, hospitality, or travel and establishing procedures for the approval, reporting, and accounting
of such. The GHT Standard serves to assist employees in ensuring that gifts and hospitality, whether given or
received as part of a usual courtesy of business, are not and cannot be considered as bribes, and that any
travel we may provide, particularly to government officials, is directly tied to a legitimate and lawful business
purpose.
We also have a Social Donations, Sponsorships, and Charitable Contributions ("SDSCC") Standard setting forth
our rules relating to making contributions to our communities. As a responsible corporate citizen, TechnipFMC
believes in contributing to the communities where we conduct business around the world by supporting
worthy causes, donations, and activities. Under appropriate circumstances, social donations, sponsorships, and
charitable contributions provide an important way for TechnipFMC to play a constructive role in the societies
and communities in which we live, work, and conduct business. This standard sets forth our rules associated
with these activities so that our contributions are not misused for improper purposes, such as to disguise illegal
payments to government officials or other improper benefits to any individual.
Our Conflicts of Interest ("COI") Standard provides important guidance, with disclosure and approval procedures
designed to ensure not only that our business decisions are lawful, but also that they can withstand even the
perception of impropriety.
Our ABC, Business Partner, GHT, SDSCC, and COI Standards complement each another to support business
integrity, and each standard applies to all of our directors, officers, employees, and contracted personnel.
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Code of Business Conduct
Our Code of Business Conduct is built on our Foundational Beliefs
and gives our directors, officers, employees, and contracted
personnel a common language and playbook for decisions and
actions that help us live our Core Values. We are committed to
establishing and maintaining an effective compliance program that
is intended to increase the likelihood of preventing, detecting, and
correcting violations of Company policy and the law. Moreover, we
have a helpline in place for employees, contracted personnel,
officers, directors, and external parties to anonymously report
violations of our Code of Business Conduct or other policies and
complaints regarding accounting and auditing practices. Reports of
possible violations of financial or accounting policies are reported
to our Audit Committee.
Our Code of Business Conduct and its supporting standards are applicable to all directors, employees, business
partners, and supply chain members, as well as all of our business transactions, and all of our majority-owned
or controlled subsidiaries. We will also use our best efforts to induce our joint venture and consortium
members to adopt the standards or agree to abide by an equivalent set of standards.
Our employees are encouraged and expected to report violations or suspected violations of our Code of
Business Conduct. Various channels are available, including the option to report concerns to their managers,
any Company officer, the Chief Compliance Officer or anyone in the compliance department, the employee’s
human resources representative, their regional legal department, or through an independent third party via our
dedicated reporting helpline and website.
We treat all reports of suspected violations of our Code of Business Conduct seriously and share the
information only with those who have the responsibility and authority to investigate and properly resolve the
issue. In addition, we have a zero-tolerance policy on retaliation against employees for reporting suspected
violations of our policies or Code of Business Conduct or for cooperating with an investigation. We encourage
employees and others to raise questions and concerns to ensure that we are leading by example.
We will disclose amendments to, or waivers of, our Code of Business Conduct that are required to be disclosed
under the U.S. Securities and Exchange Commission ("SEC") and New York Stock Exchange ("NYSE") rules or any
other applicable laws, rules, and regulations on our website at www.technipfmc.com. The information on our
website is not a part of this U.K. Annual Report and is not incorporated into any of our filings made with the
SEC.
Any waiver of our Code of Business Conduct for our officers and directors must be approved by the Board or a
relevant Board committee. We have not made any such waivers and do not anticipate making any such waiver.
Human Rights
Respect is one of our Foundational Beliefs. It fundamentally guides how we do business and what we never
compromise on, no matter the circumstances. We believe that everyone is entitled to honest, fair, and
courteous treatment. We express a strong commitment for respecting human rights, and we do not tolerate any
form of modern slavery or the use of prohibited child, forced, indentured, or involuntary labor, regardless of
where we conduct business.
Our Code of Business Conduct reflects our commitment to acting ethically and lawfully and recognizing human
rights on a global basis. It is our policy that our Code of Business Conduct be shared and discussed with our
clients, suppliers, and business partners to better explain our rules of conduct and reinforce our culture of
accountability. We aim to develop business relationships with like-minded subcontractors, suppliers, and
business partners who are guided by a similar set of principles of business conduct, and we aspire to only do
business with counterparties who respect human rights and uphold labor laws.
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TechnipFMC has published its statement on slavery and human trafficking for the financial year ending
December 31, 2023, in accordance with section 54 of the U.K. Modern Slavery Act 2015. This document is
available on our website at www.technipfmc.com. Our statement addressing 2024 shall be published on our
website later this year.
The Company endeavors to ensure compliance with human rights regulations and principles within the scope of
our operations and in accordance with the following international human rights regulations and principles:
} The United Nations Guiding Principles on Business and Human Rights;
} The 1948 Universal Declaration of Human Rights; and
} The International Labour Organization’s Fundamental Conventions.
The Company also maintains a Human Rights Standard setting forth recognized human rights principles so that
our operations are executed in compliance with the same and so that everyone with whom we work is treated
with respect and dignity. Our Standard codifies the Worker Welfare Principles developed by Building
Responsibly. The Company remains a proud member of this group of companies that are working together to
promote the rights and welfare of workers. We continue working on our human rights strategy to embed
respect for human rights in our operations and business relationships and to promote the protection of human
rights for our employees in the workplace and across our supply chain as a foundational business practice.
We maintain an internal Human Rights Working Group and internal Human Rights Leaders Network, which bring
together our support functions and operations to foster and promote a better working environment for our
employees and our suppliers. These groups also continuously strive for the standardization of our processes
across the Company and among our peers. These efforts have resulted, for example, in the TechnipFMC
Suppliers and Subcontractors Integrity Expectations, which require our suppliers’ adherence to international
human rights standards in the execution of their operations. We also continue to assess how our company-wide
assessment, due diligence, and monitoring processes could be standardized and reinforced in this area.
Speak Up
Our core values and foundational beliefs are essential to how we conduct business. The Company has worked
diligently to provide an environment where our employees feel safe to speak up without fear of retaliation if
they see behavior that is not in line with our Code of Business Conduct. The Company takes every allegation
seriously and does not tolerate retaliation in any form against anyone raising a concern in good faith. Every
reported concern or issue is treated seriously, fairly, and promptly. Employees are encouraged to raise
integrity concerns through the multiple reporting channels available, which include their manager, Compliance,
People & Culture, or through the Integrity Helpline. The Company’s Integrity Helpline is an accessible and
confidential way for employees, contractors, customers, vendors, and other stakeholders to seek assistance and
report potential violations of ethics matters.
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Supply Chain and Customer Matters
In line with our aspiration to develop business relationships with like-minded clients, sub-contractors,
suppliers, and business partners who are guided by a similar set of principles of business conduct, it is our
policy that our Code of Business Conduct be shared and discussed with clients, suppliers, and our business
partners to better explain our rules of conduct and reinforce our culture of accountability. We will do business
only with those suppliers who respect human rights and uphold labor laws. In undertaking sourcing, we focus
on sustainability and consider our impact on the planet, people, and communities in which we operate.
Our Code of Business Conduct and other policies and procedures require directors, officers, and employees to
ensure that:
a.
Our suppliers, customers, and business partners are aware of our commitment to creating an
inclusive and tolerant workforce.
b.
Managers make contractors and suppliers aware of applicable HSES’ rules, procedures, and expected
behaviors and their role in HSES culture wherever we operate.
c.
Our business partners and suppliers do not engage in inappropriate labor practices, including child,
forced, indentured, or involuntary labor.
d.
Appropriate due diligence is conducted on all consultants, suppliers, business partners, and agents
and ensures that third parties understand TechnipFMC’s policy of zero tolerance for corruption,
compliance with trade compliance laws, adherence to international human rights standards, and
avoidance of conflicts of interest.
e.
We exercise appropriate due diligence on subcontractors, suppliers, and other vendors to prevent
money laundering.
f.
All payments to subcontractors, suppliers, consultants, and agents are made in accordance with our
financial standards, including the requirement that payment be made in the country in which the
work was performed.
We aspire to develop business relationships with like-minded clients, subcontractors, suppliers, and business
partners who are guided by a similar set of principles of business conduct. Our goal is to build and sustain long-
lasting relationships with governments, customers, partners, suppliers, and local communities where we have
operations. Stakeholder considerations are embedded throughout our discussions and decisions, including in
the discussions and decisions of our board of directors during the past financial year. The supply of goods and
services is critical to our success as a business. We implement processes and procedures to enable us to
manage our supply chain and supplier relationships effectively. As part of these processes and procedures, we
work to identify and engage suppliers who can meet the demands of our business at a competitive cost.
Our local procurement teams are essential in this process and facilitate regular dialogue with our suppliers
while navigating local cultural, language, and time-zone differences.
We regularly assess the performance of our suppliers to ensure they meet our standards and expectations in
the delivery, quality, and response to supply chain matters. We are committed to operating our business with a
focus on Safety, Integrity, Quality, Respect, and Sustainability, and we aspire to work with suppliers who are
guided by a similar set of principles of business conduct. We actively assess and monitor our suppliers’
compliance with rules, regulations, principles, and guidelines relating to modern slavery, sustainability, human
rights, anti-bribery, tax evasion, and data protection, amongst others.
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Health, Safety, and Security
Health, safety, and security are integral parts of our business, based on our genuine care and concern for
people and environment. Safety is one of our five Foundational Beliefs and is at the heart of everything we do.
At TechnipFMC, we are all responsible for creating a safe and secure workplace.
We believe that all injuries are preventable. By fostering an incident-free environment, we drive our clients’
success without compromising safety, health, security, or environmental sustainability. We act responsibly and
openly at every step, assuring our customers and partners of our competence and inspiring their trust.
Protecting people at all times
All of our employees, partners, and contractors have the responsibility and the authority to stop the work if
they consider conditions unsafe. Pulse, our global HSE culture and engagement program, provides our people
with the right skills, tools, and behaviors to maintain and strengthen our HSE culture. It empowers our people
to foster an incident-free working environment.
We have adopted the International Association of Oil & Gas Producers ("IOGP") life-saving rules, which are fully
aligned with our Global HSE management system. We are working with our industry to prevent serious
incidents in the workplace. To anchor the IOGP life-saving rules in day-to-day activity, a series of e-learning
modules was released, providing an opportunity for all of our employees, partners, and subcontractors to
improve general awareness, understanding, and compliance.
Our programs aim to de-risk our operations with a particular focus on dropped object, energy release, and
uncontrolled moves, which are the most common causes of work-related incidents at the Company.
We monitor and report on key safety metrics in line with industry standards. We include in our data both
employees and contractors in joint arrangements where we directly manage the performance of these
operations.
Our goal continues to be making every day a safe day. In 2024, we focused on Safe Days (no harm to people)
as a key leading indicator driving increased visibility enterprise-wide daily.
Making an impact on Mental Health
We are making mental health and well-being a global priority—that’s why we recognize the whole of October as
Mental Health Awareness Month, with a wide range of activities.
Our Global Employee Assistance Program ("EAP") helps employees navigate daily life, whether managing
remote work, coping with major life events, or even dealing with a global pandemic. The EAP gives employees
and their family members direct access to professional coaches for in-the-moment counseling or referrals to
community experts and extended care providers.
Safety Performance
In 2024, 61.9 million hours were worked at the Company’s facilities and project sites worldwide.
Safety Performance
2022
2023
2024
Total Recordable Incident Rate (TRIR)
0.31
0.30
0.32
Lost Time Injury Frequency (LTIF)
0.06
0.07
0.10
Leadership and Management Walkthrough Frequency
26.15
30.86
34.48
Fatal Accident Frequency
0.0037
0
0.003
(1) The rates are calculated across 200,000 hours worked. Incidents as defined by the U.S. Department of Labor’s Occupational Safety and
Health Administration standards. The cut-off date is the last day of each calendar year above.
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While we had no work-related fatalities in 2023, a fatal accident occurred in January 2024 at a client surface
well site, where one of our colleagues sustained a fatal injury due to a "line of fire" incident involving electrical
shock. This incident highlights the critical importance of our ongoing focus on safety.
In 2024, we reinforced our emphasis on effective controls, human performance, and leadership engagement,
particularly for higher-risk work activities. Active leadership engagement remains central to fostering a strong
safety culture, with leaders participating in training, site visits, and other initiatives that support a safer work
environment. We remain steadfast in our goal of achieving zero serious injuries or fatalities as we continue to
prioritize the safety and well-being of our workforce.
Strong Health and Safety Culture
Our Pulse program is designed to foster safety leadership behaviors and cultivate a unified global health and
safety culture. At its core is the Pulse formula for success: Inspire, Interact, Intervene. This formula integrates
the principles of human performance by encouraging leaders to lead by example, actively listen, engage in
meaningful safety conversations, collaborate with colleagues, and recognize and celebrate all safety
interventions.
In 2024, we refreshed the Pulse program with new leadership modules, emphasizing an even stronger focus on
human performance and aligning with our HSES strategy. This approach reinforces our operating philosophy,
which connects individual behaviors to tasks and the operating environment, placing people and safety at the
center of everything we do.
Prevention mindset
Risk management is an integral part of our business operations. We regularly identify, monitor, and mitigate
risks to ensure the safety of our workforce and the integrity of our activities. By continuously evaluating and
reducing risks, we aim to prevent incidents across all aspects of our work, including operations, contractor and
subcontractor relationships, and customer interactions.
Our Duty of Care framework, a cornerstone of our Safe System of Work, consists of nine steps designed to
assess readiness and ensure work is executed safely. In 2024, Duty of Care remained a focal point, reinforcing
our prevention mindset and commitment to operational excellence.
Our SIFP program continues to play a critical role in our proactive approach to risk management. This high-
impact program shifts the focus from reactive measures to proactive risk reduction. Its objectives include
preventing serious injuries, reducing our overall risk profile through targeted mitigation strategies, and bringing
critical safety issues to the forefront with leadership support.
We investigate all incidents, including near misses with the potential to harm people or the environment.
Lessons learned from these investigations are implemented to drive continual improvement of our health and
safety management and work practices, strengthening our culture of safety and risk prevention.
In 2024, we continued important actions to further reduce our risk profile and to prevent serious injuries,
described below.
} 412 new SIFP projects were raised, 259 of which were implemented and closed in 2024.
} The key risk conditions remain unchanged, with the top three being: dropped objects, energy release, and
uncontrolled moves. In 2024, we focused on and continued to prioritize SIFP projects that contribute to
removing or reducing exposure of personnel in the line of fire, and we will continue to process and close
out these SIFP projects in a timely manner.
} Stop Work Authority ("SWA") is a cornerstone of our Foundational Belief in Safety. Our Global HSE policy
states: "Every person has the right to stop the work if they consider conditions are unsafe, in any way." By
removing the barriers to psychological safety, we are creating a culture where SWA is expected, accepted,
welcomed, celebrated, and rewarded. Our HSE digital management system is designed to report SWA so
that we can more easily celebrate and recognize SWA.
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Making the Safe Choice: Human Performance in HSE
At TechnipFMC, we recognize that while access to advanced technology, equipment and processes is essential,
our people are at the core of every option. From design and handling to installation, operation, and the
eventual obsolescence of our products or services, the human factor is essential. To ensure the safety of our
people, partners, and environment, it is crucial to continuously strengthen our risk perception and decision-
making processes.
To address industry trends and foster a culture of safety, we launched the Safe Choice program in January
2023. Our Company leaders have been fully supporting and promoting the Safe Choice program, which is
designed to equip and empower our people with the motivation and mindset for safe decision-making at all
levels of the organization. Safe Choice provides new insights into decision-making, cognitive biases, fast and
slow thinking, and motivation, all linked directly to our current safety tools and systems.
Safe Choice is a proven intervention that builds upon existing policies, strategies, processes, tools, and
procedures. By focusing on human factors and performance, it aims to enhance HSE outcomes across the
organization.
We began rolling out the first phase of the Safe Choice program to our frontline personnel in 2023, including
Technical Service Personnel ("TSPs"), Field Service Technicians ("FSTs"), and all construction workers on
TechnipFMC-owned vessels. These groups work in high-risk environments, and in the case of TSPs and FSTs,
often at client locations. We are committed to ensuring the successful deployment of the Safe Choice program
and safeguarding our people, assets, and the environment.
In late 2023, we launched the second phase of the program (Wave 2), expanding it to include all personnel at
our spool and service bases, as well as those working in our manufacturing facilities and workshops. We have
made significant progress in the implementation of the Safe Choice program in 2024, completing our second
phase (Wave 2) and Wave 3 (long-term charter vessels) training.
Security
Security within TechnipFMC is considered a fundamental service, which is governed at a corporate and regional
level. Our Global Security Team operates a 24/7 Global Security Operations Center. In addition, we appoint
Security Correspondents who have security responsibilities in addition to their primary function of acting as an
extension of the Global Security Team. They are responsible for implementing the Global Security Program and
maintaining security at a local or project level. The Global Security Program comprises programs for Asset
(vessels and sites), Project, Personal, and Travel security. Global Security is also the custodian of the Incident
and Crisis Management program, which includes 36 identified incident management teams, three business unit
crisis management teams, and a corporate crisis management team.
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Decision-making and Section
172 of the Companies Act
Our success depends on our ability to engage effectively with our stakeholders. Accordingly, our Board
processes are structured to support our directors in discharging their duties under the Companies Act,
particularly in relation to the Board’s decision-making functions. Our Board considers, both individually and
collectively, that they have acted in a way they consider in good faith and would be most likely to promote the
success of the Company for the benefit of its members as a whole, having regard to matters set out in section
172(1)(a) to (f) of the Companies Act in the decisions taken during the financial year ending December 31,
2024. In particular, we refer to:
} Likely consequences of any decision in the long term: We operate a sophisticated, global business in a
highly competitive industry that has been negatively impacted by volatility of economic conditions.
Enhancement of our performance and competitiveness is a key component of our strategy, and this is
achieved through technology innovation and differentiation, seamless execution, and simplification that
drives cost down. We are targeting profitable and sustainable growth, seizing market growth
opportunities, expanding our range of services, and managing our assets efficiently to ensure that we are
well-positioned to benefit from the opportunities we see in many of the segments we serve in order to
deliver a long-term beneficial impact on the Company and our clients (further details are set out in the
paragraph entitled "Remuneration and Shareholder Engagement" of the Directors’ Remuneration Report).
} Interests of employees: In 2024, each of our more than 21,000 employees was critical to delivering the
strategy and success of the company. We are committed to our employees, and our employee guidelines
are specified in our Code of Business Conduct, which applies to all employees, regardless of their roles
and no matter where they work. Employee matters are one of our primary considerations in the way we
do business, and we take our responsibility to provide a fair and inclusive work environment seriously
(further details are set out in the paragraphs entitled "Social" and "Employee Matters" of this Strategic
Report).
} Fostering business relationships with suppliers, customers, and others: In line with our aspiration to
develop business relationships with like-minded clients, sub-contractors, suppliers, and business partners
who are guided by a similar set of principles of business conduct, it is our policy that our Code of Business
Conduct be shared and discussed with clients, sub-contractors, suppliers, and our business partners to
better explain our rules of conduct and reinforce our culture of accountability. Our goal is to build and
sustain long-lasting relationships with governments, customers, partners, suppliers, sub-contractors, and
local communities where we have operations (further details are set out in the paragraphs entitled
"Governance" and "Supply Chain and Customer Matters" of this Strategic Report).
} Impact of operations on the community and the environment: The Environment is the first pillar of our
sustainability strategy. We aim to operate in a manner that minimizes the impact of our operations on the
environment, develop sustainable solutions to reduce carbon emissions within our overall environmental
footprint, and avoid any environmental incidents in our operations and activities. We also support and
encourage our employees to volunteer and support their community development programs in line with
our Code of Business Conduct and the Social pillar of our sustainability strategy. Since the formation of
TechnipFMC, we have adopted company-wide, consecutive three-year sustainability road maps, which
include our commitments in terms of sustainability for the period 2024-2026 through our Scorecard
(further details are set out in the section entitled "Corporate Sustainability" of this Strategic Report).
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TechnipFMC 59
} Maintaining a reputation for high standards of business conduct: Our Code of Business Conduct is built on
our Foundational Beliefs of Safety, Integrity, Quality, Respect, and Sustainability, and gives us, including
our directors and each and every employee, a common language and playbook for decisions and actions
that help us live our core values. Available in several languages, our Code of Business Conduct helps us
recognize and address the ethical dimensions to our everyday decisions (further details are set out in the
paragraph entitled "Our Compliance Program" of this Strategic Report).
} The need to act fairly as between shareholders of the company: To provide the opportunity to better
understand shareholder views, our Board and executive team maintain a shareholder engagement
program to solicit feedback across a number of shareholder matters. We believe this engagement is
important as we seek to develop long-term relationships with our shareholders and ensure that they fully
understand our strategy and the ways in which we seek to unlock value across our business portfolio. Our
intention is to ensure that our shareholders are kept updated on significant matters and relevant emerging
trends. Our 2024–2025 Off-Season Shareholder Outreach Campaign involved our active outreach to
shareholders representing approximately 59% of TechnipFMC’s ordinary shares in issue with respect to
our board leadership and governance, executive compensation, and corporate responsibility and
sustainability. Through our shareholder engagement efforts, the Board is able to consider different
perspectives, including shareholders’ input, within the context of company-wide matters, including our
pay-for-performance philosophy, business, and strategies. We continue our efforts to engage with our
shareholders through meaningful and ongoing dialogue as an important part of our Board’s corporate
governance commitment (further details are set out in the paragraphs entitled "Remuneration and
Shareholder Engagement" of the Directors’ Remuneration Report).
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Principal Risks and
Uncertainties
Important risk factors that could impact our ability to achieve our anticipated operating results and growth
plan goals are presented below. The following risk factors should be read in conjunction with discussions of our
business and the factors affecting our business located elsewhere in this U.K. Annual Report and in our other
public filings.
Summary Risk Factors
The following is a summary of some of the risks and uncertainties that could materially adversely affect our
business, financial condition and results of operations. You should read this summary together with the more
detailed description of each risk factor contained below.
Risks Related to Our Business and Industry
} Demand for our products and services depends on oil and natural gas industry activity and expenditure
levels and the demand for and price of oil and natural gas.
} Competition and unanticipated changes relating to competitive factors in our industry, including ongoing
industry consolidation, may impact our results of operations.
} Our success depends on our ability to develop, implement, and protect new technologies and services and
intellectual property related thereto.
} Cumulative loss of several major contracts, customers, or alliances may have an adverse effect on us, and
the credit and commercial terms of certain contracts may subject us to further risks.
} Disruptions in the political, regulatory, economic, and social conditions or public health crises in the
countries in which we conduct business, could adversely affect our business or results of operations.
} The Depository Trust Company ("DTC") may cease to act as a depository and clearing agency for our
shares.
} Our existing and future debt may limit cash flows available to our operations and to service our
outstanding debt.
} 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 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.
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} Capital asset construction projects for vessels and manufacturing facilities are subject to risks, including
delays and cost overruns.
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.
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.
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.
We are substantially dependent on conditions in the oil and natural gas industry, including (i) the level of
exploration, development, and production activity and (ii) capital spending. Any substantial or extended decline
in these expenditures may result in the reduced pace of discovery and development of new reserves of oil and
natural gas and the reduced exploration of existing wells, which could adversely affect demand for our
products and services and, in certain instances, result in the cancellation, modification, or re-scheduling of
existing orders in our backlog. These factors could have an adverse effect on our revenue and profitability. The
level of exploration, development, and production activity is directly affected by trends in oil and natural gas
prices, which historically have been volatile and are likely to continue to be volatile in the future.
Factors 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;
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} 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.
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 market remains quite volatile, and price recovery and business activity levels are dependent
on variables beyond our control, such as geopolitical stability, increasing attention to global climate change
resulting in pressure upon shareholders, financial institutions and/or financial markets to modify their
relationships with oil and natural gas companies and to limit investments and/or funding to such companies,
increasing likelihood of governmental regulations, enforcement, and investigations and private litigation due to
increasing attention to global climate change, OPEC+’s actions to regulate its production capacity, changes in
demand patterns, and international sanctions and tariffs. Continued volatility or any future reduction in
demand for oilfield services could further adversely affect our financial condition, results of operations, or cash
flows.
We operate in a highly competitive environment and unanticipated changes relating to competitive factors in
our industry, including ongoing industry consolidation, may impact our results of operations.
We compete on the basis of a number of different factors, such as product offerings, project execution,
customer service, and price. 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.
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. This consolidation activity could impact our ability to maintain market
share, maintain or increase pricing for our products and services or negotiate favorable contract terms with our
customers and suppliers, which could have a significant negative impact on our financial condition, results of
operations or cash flows. 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.
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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.
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. In
addition, we may also have difficulty negotiating satisfactory terms that would provide acceptable returns on
our investment in the research and development of new technologies.
Development of new technology is critical to maintaining our competitiveness. However, we cannot assure that
we will be able to successfully develop technology that our customers demand. Demand for our products and
services may decline if we cannot keep pace with technological advances. Technology that is unavailable to us
or that does not work as we expect, could adversely affect us. For example, the AI algorithms that we use may
be flawed or may be based on datasets that are biased or insufficient, and our AI features may not achieve
sufficient levels of accuracy or may not function as designed or have unintended consequences. 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. Many technologies involved in those projects are novel and will need to be further
developed before we can determine whether a renewable energy project is technologically feasible.
Our success also depends on our ability to protect and maintain critical intellectual property assets related to
these developments. If we are not able to obtain patents, maintain trade secrets, or obtain other protection of
our intellectual property rights, if our patents are unenforceable or the claims allowed under our patents are
not sufficient to protect our technology, or if we are not able to adequately protect our patents or trade
secrets, we may not be able to continue to develop our services, products, and related technologies. There is
also uncertainty around the validity and enforceability of intellectual property rights related to our use,
development, and deployment of AI. Additionally, our competitors may be able to independently develop
technology that is similar to ours without infringing on our patents or gaining access to our trade secrets. If any
of these events occurs, we may be unable to meet evolving industry requirements or do so at prices acceptable
to our customers, which could adversely affect our financial condition, results of operations, or cash flows.
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.
We often enter into large, long-term contracts that, collectively, represent a significant portion of our revenue.
These agreements, if terminated or breached, may have a larger impact on our operating results or our
financial condition than shorter-term contracts due to the value at risk. Moreover, the global market for the
production, transportation, and transformation of hydrocarbons and by-products, as well as the other industrial
markets in which we operate, is dominated by a small number of companies. As a result, our business relies on
a limited number of customers. If we were to lose several key contracts, customers, or alliances over a
relatively short period of time, we could experience a significant adverse impact on our financial condition,
results of operations, or cash flows.
Additionally, certain of our customers may require us to provide extended payment terms or other forms of
financial support as a condition to obtaining commercial contracts. We have long-term contracts involving
significant amounts to be paid by our customers toward the later stage of a project. Pursuant to these
contracts, we may deliver products and services representing an important portion of the contract price before
receiving any significant payment from the customer. Such arrangements could restrict the use of our cash and
other resources for other projects and opportunities and our business could also be adversely affected if the
financial condition of our customers erodes.
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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. Instability and unforeseen changes in any of the markets in
which we conduct business, including economically and politically volatile areas or conflict or rumor of conflict
could have an adverse effect on the demand for our services and products, our financial condition, or our
results of operations. 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.
Unexpected geopolitical events, armed conflicts and terrorism threats could adversely impact our operations.
Unexpected geopolitical events, armed conflicts and terrorism threats continue to grow in a number of key
countries where we currently or may in the future conduct business.
Geopolitical conflicts, such as the conflicts between Israel and Hamas and further escalations in the Middle East,
could have an adverse impact on our operations, including a threat to our assets and the health and safety of
our personnel, impairment of our or our customers’ ability to execute business strategy and continue
operations, and potential claims by our customers of a force majeure situation and payment disputes.
Further, geopolitical events and terrorism threats could have broader consequences, including sanctions,
embargoes, nationalizations and assets seizures, supply chain disruptions, foreign exchange control and
currency fluctuations, regional instability and geopolitical shifts. Any of such events could adversely impact the
global economy, the price and demand for oil and natural gas, and the demand for oilfield services.
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Any such risks may negatively impact our operations and/or trigger asset impairments, which could have a
material adverse effect on our results of operations and financial condition.
DTC may cease to act as the depository and clearing agency for our shares.
Our shares were issued into the facilities of the DTC with respect to shares listed on the NYSE. DTC is a widely
used mechanism that allows for rapid electronic transfers of securities between the participants in their
respective systems, which include many large banks and brokerage firms. DTC has general discretion to cease
to act as the depository and clearing agency for our shares. If DTC determines at any time that our shares are
not eligible for continued deposit and clearance within its facilities, then we believe that our shares would not
be eligible for continued listing on the NYSE, and trading in our shares would be disrupted. Any such disruption
could have a material adverse effect on the trading price of our shares.
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 level of debt could have important consequences. For example, it could:
} require us to dedicate a substantial portion of our cash flows from operations to the payment of debt
service, reducing the availability of our cash flows to fund working capital, capital expenditures,
acquisitions, distributions, and other general partnership purposes;
} increase our vulnerability to adverse economic or industry conditions;
} limit our ability to obtain additional financing to react to changes in our business; and
} place us at a competitive disadvantage compared to businesses in our industry that have less debt.
Additionally, any failure to meet required payments on our debt or to comply with any covenants in the
instruments governing our debt, could result in an event of default under the terms of those instruments. In the
event of such default, the holders of such debt could elect to declare all the amounts outstanding under such
instruments to be due and payable. Such default could also trigger a cross default on our other debt.
Under our Revolving Credit Facility (see definition below), U.S. dollar-denominated loans bear interest, at the
Company’s option, at a base rate or an adjusted rate linked to the Secured Overnight Financing Rate ("SOFR")
and Euro-denominated loans bear interest on an adjusted rate linked to the Euro interbank offered rate
("EURIBOR"). 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.
A downgrade in our debt rating could restrict our ability to access financing.
The terms of our financings are, in part, dependent on the credit ratings assigned to our indebtedness by
independent credit rating agencies. We cannot provide assurance that any of our current credit ratings will
remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a
rating agency. Factors that may impact our credit ratings include debt levels, capital structure, planned asset
purchases or sales, near- and long-term production growth opportunities, market position, liquidity, asset
quality, cost structure, product mix, customer and geographic diversification, and commodity price levels. A
downgrade in our credit ratings, particularly to non-investment grade levels, could limit our ability to access
financing or refinance our existing indebtedness or cause us to refinance or issue indebtedness with less
favorable terms and conditions. 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. An increase in the level of our indebtedness
and related interest costs may increase our vulnerability to adverse general economic and industry conditions
and may affect our ability to obtain additional financing on comparable terms to our existing financing
agreements, as well as have a material adverse effect on our business, financial condition, or results of
operations.
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Our acquisition and divestiture activities involve substantial risks.
We have made and expect to continue to pursue acquisitions, dispositions, or other investments that may
strategically fit our business and/or growth objectives. We cannot provide assurances that we will be able to
locate suitable acquisitions, dispositions, or investments, or that we will be able to consummate any such
transactions on terms and conditions acceptable to us. Even if we do successfully execute such transactions,
they may not result in anticipated benefits, which could have a material adverse effect on our financial results.
If we are unable to successfully integrate and develop acquired businesses, we could fail to achieve anticipated
synergies and cost savings, including any expected increases in revenues and operating results. We may not be
able to successfully cause a buyer of a divested business to assume the liabilities of that business or, even if
such liabilities are assumed, we may have difficulties enforcing our rights, contractual or otherwise, against the
buyer. We may invest in companies or businesses that fail, causing a loss of all or part of our investment. In
addition, if we determine that an other-than-temporary decline in the fair value exists for a company in which
we have invested, we may have to write down that investment to its fair value and recognize the related
write-down as an impairment loss.
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 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. 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.
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, 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. Expectations regarding such practices and
disclosures may result in increased costs (including but not limited to increased costs related to compliance,
stakeholder engagement, contracting and insurance), changes in demand for certain product or service
offerings, changes in the availability or cost of capital, enhanced compliance or disclosure obligations, or other
impacts. In addition, negative attitudes toward or perceptions of fossil fuel products and their relationship to
the environment and climate change may reduce the demand or authorization for production of oil and natural
gas in areas of the world where our customers operate or otherwise limit our customers’ access to capital or
ability to conduct operations, including via new regulation, and reduce future demand for our products and
services. Any of these trends may, in turn, adversely affect our financial condition, results of operations and
cash flows.
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. For example, we may ultimately
be unable to achieve our goals, either on the timeframes or costs initially anticipated or at all, due to factors
that are within or outside of our control. Assessment of sustainability metrics is complex and occasionally
requires revisions, including due to business changes, variations in calculations, data quality, or other factors,
which can impact perceptions of our target progress or related initiatives. Moreover, our actions or statements
are often based on methodologies or data that continue to evolve, and our approach to such matters (like other
companies) has evolved (and is expected to continue to evolve) as well. Even if this is not the case, our current
actions may subsequently be determined to be insufficient by various stakeholders, and any failure, or
perceived failure, to comply with or advance certain sustainability initiatives (including the timeline and
manner in which we complete such initiatives) may result in various adverse impacts, including reputational
damage or, investor or regulator engagement on our sustainability initiatives and disclosures, even if such
initiatives are currently voluntary. 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.
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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. Unfavorable sustainability ratings could lead to increased negative investor sentiment towards us or
our industry, which could negatively impact our share price as well as our access to and cost of capital. To the
extent sustainability matters negatively impact our reputation, it may also impede our ability to compete as
effectively to attract and retain employees or customers, which may adversely impact our operations. We also
expect there to be increasing sustainability-related regulations, disclosure-related and otherwise, which could
magnify any of the risks identified in this risk factor. For more information, see our risk factor titled
“Compliance with environmental and climate change-related laws and regulations may adversely affect our
business and results of operations.” Simultaneously, there are efforts by some stakeholders, including some
policymakers, to reduce companies’ efforts on certain sustainability-related matters. Both advocates and
opponents to certain sustainability matters are increasingly resorting to a range of activism forms, including
media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it
may require us to incur costs or otherwise adversely impact our business. This and other stakeholder
expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified
in this risk factor. Our customers and suppliers may be subject to similar risks, which may also result in
augmented or additional risks.
We are exploring investments in energy transition, and uncertainties with respect to these markets may
adversely affect our business.
Uncertainties with respect to the energy transition may adversely affect our business. As a result of our
evolution in the renewable energies arena, we are exploring opportunities in GHG removal, offshore floating
renewables, and hydrogen. While we have subsea and surface expertise, as well as capabilities in project
integration, we are exploring opportunities that are new to us, and therefore involve uncertainties and risks.
The market for alternative and renewable energy is also intensively competitive and rapidly evolving. If the
demand for alternative and renewable energy sources fails to grow sufficiently or favors sources for
technologies different from our offerings, if new geopolitical, legislative or regulatory initiatives emerge and
governments around the world reduce subsidies and economic incentives on alternative or renewable energy
projects, or if market opportunities manifest themselves in areas that we do not focus on, our New Energy
business may not succeed.
Limited operating experience or limited brand recognition in new energy markets may also limit our goals and
targets on business expansion.
Risks Related to Our Operations
We may lose money on fixed-price contracts.
As is customary for some of our projects, we often agree to provide products and services under fixed-price
contracts. We are subject to material risks in connection with such fixed-price contracts, including bearing
greater risk of paying some, if not all, of any cost overruns. It is not possible to estimate with complete
certainty the final cost or margin of a project at the time of bidding or during the early phases of its execution.
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.
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The realization of any material risks and unforeseen circumstances could also lead to delays in the execution
schedule of a project. We may be held liable to a customer should we fail to meet project milestones or
deadlines or to comply with other contractual provisions. Additionally, delays in certain projects could lead to
delays in subsequent projects that were scheduled to use equipment and machinery still being utilized on a
delayed project.
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. Depending on the size of a project, variations from estimated contract performance,
or variations in multiple contracts, could have a significant impact on our financial condition, results of
operations, or cash flows.
Our failure to timely deliver our backlog could affect future sales, profitability, and relationships with our
customers.
Many of the contracts we enter into with our customers require long manufacturing lead times due to complex
technical and logistical requirements. These contracts may contain clauses related to liquidated damages or
financial incentives regarding on-time delivery, and a failure by us to deliver in accordance with customer
expectations could subject us to liquidated damages or loss of financial incentives, reduce our margins on these
contracts, or result in damage to existing customer relationships. The ability to meet customer delivery
schedules for this backlog is dependent upon a number of factors, including, but not limited to, access to raw
materials required for production, an adequately trained and capable workforce, subcontractor performance,
project engineering expertise and execution, sufficient manufacturing plant capacity, and appropriate planning
and scheduling of manufacturing resources. Failure to deliver backlog in accordance with expectations could
negatively impact our financial performance.
We face risks relating to our reliance on subcontractors, suppliers, and our joint venture partners.
We generally rely on subcontractors, suppliers, and our joint venture partners for the performance of our
contracts. Although we are not dependent upon any single supplier, certain geographic areas of our business or
a project or group of projects may depend heavily on certain suppliers for raw materials or semi-finished
goods.
Any difficulty in engaging suitable subcontractors or acquiring equipment and materials could compromise our
ability to generate a significant margin on a project or to complete such project within the allocated time frame.
If subcontractors, suppliers, or joint venture partners refuse to adhere to their contractual obligations with us,
or are unable to do so due to a deterioration of their financial condition or other event such as a major
cyberattack, we may be unable to find a suitable replacement at a comparable price, or at all. Moreover, the
failure of one of our joint venture partners to perform their obligations in a timely and satisfactory manner
could lead to additional obligations and costs being imposed on us as we may be obligated to assume our
defaulting partner’s obligations or compensate our customers. There are also increasing expectations that
companies monitor their supply chain for environmental, social, or geographic considerations. For example,
various countries have adopted prohibitions on the import or sale of product that violate such considerations
(such as the United States’ presumptive ban on goods mined, manufactured, or produced in whole or in part in
the Xinjiang region of China). Complying with such expectations can be costly and complex and may, in some
instances, impact how we are able or willing to engage with suppliers.
Any delay, failure to meet contractual obligations, or other event beyond our control or not foreseeable by us,
that is attributable to a subcontractor, supplier, or joint venture partner, could lead to delays in the overall
progress of the project and/or generate significant extra costs. Even if we are entitled to make a claim for
these extra costs against the defaulting supplier, subcontractor, or joint venture partner, we may be unable to
recover the entirety of these costs and this could materially adversely affect our business, financial condition,
or results of operations.
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.
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
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others, including personal information and proprietary business data (collectively, "Confidential Information")
that we process and maintain. Accordingly, we rely upon the capacity, reliability, and security of our IT Systems
and our ability to expand and update such systems in response to changing needs and evolving threats.
We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity, and availability
of our IT Systems and Confidential Information. We are continuously subject to cyber-attacks, including
phishing/social engineering, malware, ransomware, and other security incidents, and expect attacks and other
incidents in the future. No attack or incident has had a material adverse effect on our business; however, this
may not be the case with future attacks. There can be no assurance that our cybersecurity risk management
program and processes, including our policies, controls, or procedures, will be fully implemented, complied
with, or effective in protecting our IT Systems and Confidential Information. 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. Hybrid working
arrangements also present increased cybersecurity risks due to the prevalence of social engineering and other
attacks in relation to remote working arrangements. If a cyber-attack, power outage, connectivity issue, or
other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain
cases, impossible, for us to continue our business for a substantial period of time.
We rely on third parties to provide certain IT Systems, for example, to support the operation of our IT
hardware, software infrastructure, and cloud services, and in certain instances, we utilize web-based and
software-as-a-service applications, across a broad array of services and functions (e.g., human resources,
finance, data transmission, communications, risk compliance, among others). Third parties are also involved in
helping us collect, process, and maintain aspects of our Confidential Information. The security and privacy
measures implemented by third parties on whom we rely for internal and external operations may not be
sufficient to identify or prevent cyber-attacks, and any such attacks may have a material adverse effect on our
business. While our agreements with third parties, such as vendors, typically contain provisions that seek to
eliminate or limit our exposure to liability for damages from a cyber-attack, we cannot ensure such provisions
will withstand legal challenges or cover all or any such damages. We have acquired and continue to acquire
companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to
significant cybersecurity, operational, and financial risks.
Threats to our IT Systems and to those of our subcontractors, suppliers, and joint venture partners arise from
numerous sources, not all of which are within our or their control, including but not limited to fraud or malice
on the part of insiders or third parties, accidental technological failure or unknown vulnerabilities in hardware
or software, electrical or telecommunication outages, failures of computer servers, or other damage to our
property or assets, outbreaks of hostilities, terrorist acts, and social engineering (e.g., phishing). The frequency
and magnitude of cyberattacks and other security incidents is expected to increase in the future and attackers
are becoming more sophisticated. We, as well as other critical business partners, may be unable to anticipate,
detect, or prevent future attacks, particularly because the methodologies utilized by attackers change
frequently or are not recognized until launched, and attackers are increasingly using techniques and tools (such
as AI) designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. The
failure of our or others’ security controls and measures to prevent, detect, contain, or remediate cyberattacks
or other significant security incidents could disrupt our business and result in numerous adverse consequences,
including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential and
proprietary information, including personal data and loss of important information, which could have a
material adverse effect on our business and results of operations and cause reputational harm. Data security
breaches could also expose us to liability under various laws and regulations and increase the risk of litigation
and governmental or regulatory investigation. We may need to notify governmental authorities and affected
individuals with respect to data breach incidents, including for example, under laws in the European Union
(“EU”), the United Kingdom, and the United States at both state and federal levels, as well as make notifications
to affected individuals and customers. Compliance with such requirements could be expensive and difficult, and
failure to comply with these regulations could subject us to regulatory scrutiny and additional liability
(including fines). In addition, we may be required to incur significant costs to protect against or to mitigate
damage caused by these attacks, disruptions, or other security incidents in the future. Our insurance coverage
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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.
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. 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. 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.
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.
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.
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.
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.
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. Further, the insurance may not
generally be available in the future or, if available, premiums may not be commercially justifiable. If we incur
substantial liability and the damages are not covered by insurance or are in excess of policy limits, or if we
were to incur liability at a time when we were not able to obtain liability insurance, such potential liabilities
could have a material adverse effect on our business, results of operations, financial condition, or cash flows.
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 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. These laws and regulations are complex, frequently change, and have tended to become more
stringent over time. 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,
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the incremental cost of compliance could adversely impact our financial condition, results of operations, or
cash flows.
Our international operations are subject to anti-corruption laws and regulations, such as the U.S. Foreign
Corrupt Practices Act ("FCPA"), the U.K. 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. 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. 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.
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. Our continued expansion and worldwide
operations, including in developing countries, our development of joint venture relationships worldwide, and
the employment of local agents in the countries in which we operate increase the risk of violations of anti-
corruption laws and economic and trade sanctions. 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. In addition, any major violations could have
a significant impact on our reputation and, consequently, on our ability to win future business.
We have implemented policies and procedures designed to minimize and detect potential violations of laws
and regulations in a timely manner, but we can provide no assurance that such policies and procedures will be
followed at all times or will effectively detect and prevent violations of the applicable laws by one or more of
our employees, consultants, agents, or partners. The occurrence of any such violation could subject us to
penalties and material adverse consequences on our business, financial condition, results of operations, or cash
flows.
Compliance with environmental and climate change-related laws and regulations may adversely affect our
business and results of operations.
Environmental laws and regulations in various countries affect the equipment, systems, and services we design,
market, and sell, as well as the facilities where we manufacture our equipment and systems, and any other
operations we undertake. These laws include those governing the discharge of materials into the environment
or otherwise relating to environmental protection. 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. Failure to comply with these laws and regulations may result in the assessment of administrative,
civil, and criminal penalties, the imposition of remedial obligations, the issuance of orders enjoining our
operations, or other claims and complaints. Additionally, our insurance and compliance costs may increase as a
result of changes in environmental laws and regulations or changes in enforcement. These laws and regulations,
as well as any new laws and regulations affecting exploration and development of drilling for oil and natural
gas, are becoming increasingly strict and could adversely affect our business and operating results by
increasing our costs, limiting the demand for our products and services, or restricting our operations.
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. 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
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matters. Moreover, policymakers’ approaches are not uniform, which may increase the cost or complexity of
compliance, as well as increase the general risk of litigation or enforcement on such matters.
Existing or future laws and regulations relating to greenhouse gas emissions and climate change may
adversely affect our business.
Climate change continues to attract considerable public and scientific attention. As a result, numerous laws,
regulations, and proposals have been made and are likely to continue to be made at the international, national,
regional, and state levels of government to monitor and limit emissions of carbon dioxide, methane, and other
“greenhouse gases” ("GHGs"). 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. Such existing or
future laws, regulations, and proposals concerning the release of GHGs or that concern climate change
(including laws, regulations, and proposals that seek to mitigate the effects of climate change) may require
additional costs and may adversely impact demand for the equipment, systems, and services we design,
market, and sell. For example, oil and natural gas exploration and production may decline as a result of such
laws, regulations, and proposals, or any policies aimed at directly curtailing such exploration and production,
and as a consequence, demand for our equipment, systems, and services may also decline. 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.
Uninsured claims and litigation against us, including product liability and personal injury claims and
intellectual property litigation, could adversely impact our financial condition, results of operations, or cash
flows.
We could be impacted by the outcome of pending litigation, as well as unexpected litigation or proceedings. We
have insurance coverage against operating hazards, including product liability claims and personal injury claims
related to our products or operating environments in which our employees operate, to the extent deemed
prudent by our management and to the extent insurance is available. However, our insurance policies are
subject to exclusions, limitations, and other conditions and may not apply in all cases, for example, where
willful wrongdoing on our part is alleged. Additionally, the nature and amount of that insurance may not be
sufficient to fully indemnify us against liabilities arising out of pending and future claims and litigation.
Additionally, in individual circumstances, certain proceedings or cases may also lead to our formal or informal
exclusion from tenders or the revocation or loss of business licenses or permits. Our financial condition, results
of operations, or cash flows could be adversely affected by unexpected claims not covered by insurance.
In addition, the tools, techniques, methodologies, programs, and components we use to provide our services,
including through our use of AI, may infringe upon the intellectual property rights of others. Infringement
claims generally result in significant legal and other costs. The resolution of these claims could require us to
pay damages, enter into license agreements or develop alternative technologies. The development of these
technologies or the payment of royalties under licenses from third parties, if available, would increase our
costs. If a license were not available, or we are not able to develop alternative technologies, we might not be
able to continue providing a particular service or product, which could adversely affect our financial condition,
results of operations, or cash flows.
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 may not be able to pay dividends
or repurchase our ordinary shares in accordance with our announced intent, or at all.
Under English law, we will only be able to declare dividends, make distributions, or repurchase shares (other
than out of the proceeds of a new issuance of shares for that purpose) out of “distributable profits.”
Distributable profits are a company’s accumulated, realized profits, to the extent that they have not been
previously utilized by distribution or capitalization, less its accumulated, realized losses, to the extent that they
have not been previously written off in a reduction or reorganization of capital duly made. In addition, as a
public limited company incorporated in England and Wales, we may only make a distribution if the amount of
our net assets is not less than the aggregate of our called-up share capital and non-distributable reserves, to
the extent that the distribution does not reduce the amount of those assets to less than that aggregate.
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Our articles of association permit us by ordinary resolution of the stockholders to declare dividends, provided
that the directors have made a recommendation as to its amount. The dividend shall not exceed the amount
recommended by the Board of Directors. The directors may also decide to pay interim dividends if it appears
to them that the profits available for distribution justify such payment. When recommending or declaring
payment of a dividend, the directors are required under English law to comply with their duties, including
considering our future financial requirements.
In addition, the Board of Directors’ determinations regarding dividends and share repurchases will depend on a
variety of other factors, including our net income, cash flows generated from operations or other sources,
liquidity position, and potential alternative uses of cash, such as acquisitions, as well as economic conditions
and expected future financial results. Our ability to declare and pay future dividends and make future share
repurchases will depend on our future financial performance, which in turn depends on the successful
implementation of our strategy and on financial, competitive, regulatory, technical, general economic
conditions, demand and selling prices for our products and services, and other factors specific to our industry
or specific projects, many of which are beyond our control. Therefore, our ability to generate cash depends on
the performance of our operations and could be limited by decreases in our profitability or increases in costs,
regulatory changes, capital expenditures, or debt servicing requirements.
Any failure to pay dividends or repurchase shares of our ordinary shares could negatively impact our
reputation, harm investor confidence in us, and cause the market price of our ordinary shares to decline.
We are subject to governmental regulation and other legal obligations related to privacy, data protection, and
data security. Our actual or perceived failure to comply with such obligations could harm our business.
We are subject to international data protection laws, such as the European Union General Data Protection
Regulation 2016/679 (“EU GDPR”) and its implementing legislation, the United Kingdom General Data Protection
Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”),certain U.S. state regulations, and the Lei
Geral de Proteção de Dados (“LGPD”) in Brazil. The EU GDPR, UK GDPR, and implementing legislation
(collectively, the “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. 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. As the regulatory guidance and
enforcement landscape in relation to data transfers continues to develop, we could suffer additional costs,
complaints and/or regulatory investigations or fines; we may have to stop using certain tools and vendors and
make other operational changes; we may have to implement alternative data transfer mechanisms under GDPR,
and/or take additional compliance and operational measures; or it could otherwise affect the manner in which
we provide our services, which in turn can adversely affect our business, operations, and financial condition.
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. 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. Violations of such laws could result in regulatory investigations,
fines, orders to cease/change our use of such technologies, as well as civil claims including class actions, and
reputational damage.
Failure to comply with the requirements of the data protection laws like GDPR could result in fines and/or
other enforcement action for non-compliance. Since we are subject to the supervision of relevant data
protection authorities under multiple legal regimes (including under both the EU GDPR and the UK GDPR), we
could be fined under those regimes independently in respect of the same breach. Penalties for certain GDPR
breaches are up to the greater of €20,000,000/ £17,000,000 or up to four percent of the total worldwide
annual turnover of the preceding financial year. In addition to fines, a breach of data protection laws may
result in regulatory investigations and enforcement action, reputational damage, orders to cease/change our
data processing activities, enforcement notices, assessment notices (for a compulsory audit), and/or civil claims
including representative actions and other class action type litigation, potentially amounting to significant
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compensation or damages liabilities, as well as associated costs, diversion of internal resources, and
reputational harm.
We are likely to be required to expend significant capital and other resources to ensure ongoing compliance
with GDPR and other applicable data protection legislation, and we may be required to put in place additional
control mechanisms which could be onerous and adversely affect our business, financial condition, results of
operations, or cash flows.
The IRS may not agree that we should be treated as a foreign corporation for U.S. federal tax purposes and
may seek to impose an excise tax on gains recognized by certain individuals.
Although we are incorporated in the United Kingdom, the U.S. Internal Revenue Service (the "IRS") may assert
that we should be treated as a U.S. “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").For U.S. federal income tax purposes, a corporation (i) is generally considered a “domestic” corporation
(or U.S. tax resident) if it is organized in the United States or of any state or political subdivision therein, and
(ii) is generally considered a “foreign” corporation (or non-U.S. tax resident) if it is not considered a domestic
corporation. 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.
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. Should the IRS successfully challenge our position, it is also possible that an excise tax under
Section 4985 of the Code (the "Section 4985 Excise Tax") may be assessed against certain “disqualified
individuals” (including former officers and directors of FMC Technologies, Inc.) on certain stock-based
compensation held thereby. 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 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.
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.
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. These
limitations, if applicable, may affect the tax efficiencies that otherwise might be achieved in such potential
future transactions or restructurings.
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. These laws and regulations are inherently
complex, requiring us to make judgments about their application to our businesses. Governmental authorities
may challenge our interpretations, potentially leading to administrative or judicial proceedings, penalties, or
other material consequences.
The U.S. Congress, the U.K. Government, the EU, the Organization for Economic Co-operation and Development
(the “OECD”), and other governmental bodies continue to focus on multinational taxation. 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. 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).
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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. These rules apply to multinational and U.K. groups with annual revenues exceeding €750
million. As a U.K company, we are subject to the MTT under the IIR, which ensures that income from
jurisdictions with an effective tax rate (“ETR”) below 15% is taxed up to that minimum. The U.K. legislation also
provides a transitional safe harbor election for accounting periods beginning on or before December 31, 2026.
Additionally, the U.K. government has introduced legislation in the Finance Bill 2024-2025 to implement the
Undertaxed Profits Rule (“UTPR”), effective for accounting periods starting on or after December 31, 2024.
While several jurisdictions where we operate have adopted domestic top-up taxes, these are expected to be
creditable against our overall Pillar Two liability under the IIR. Similarly, the UTPR serves as a backstop when
income is not otherwise subject to an IIR. Since the Company is already taxed at the U.K. level under the IIR, we
do not anticipate an incremental financial impact from the UTPR. We continue to monitor legislative changes
and assess their potential impact on our business, including the implementation of domestic top-up taxes.
New tax initiatives, directives, and rules, such as the U.S. Tax Cuts and Jobs Act, the OECD’s Base Erosion and
Profit Shifting initiative, and the EU’s Anti-Tax Avoidance Directives, may increase our tax burden and require
additional compliance-related expenditures. 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. The likelihood of these changes being
enacted or implemented is unclear. 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. Treasury indicated may also apply to
certain stock redemptions by a foreign corporation funded by certain United States affiliates), the United
Kingdom, the EU, or other countries in which we and our affiliates do business could adversely affect us.
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. However, our ability to qualify for such benefits will depend on whether we are
treated as a UK tax resident, the requirements contained in each treaty and applicable domestic laws, on the
facts and circumstances surrounding our operations and management, and on the relevant interpretation of the
tax authorities and courts. 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. Another example is the Multilateral Convention to Implement Tax Treaty Related Measures
to Prevent Base Erosion and Profit Shifting (the "MLI"), which entered into force for participating jurisdictions
on July 1, 2018. The MLI recommends that countries adopt a “limitation-on-benefit” ("LOB") rule and/or a
“principal purpose test” ("PPT") rule with regards to their tax treaties. The application of the LOB rule or the PPT
rule could deny us treaty benefits (such as a reduced rate of withholding tax) that were previously available
and as such there remains uncertainty as to whether and, if so, to what extent such treaty benefits will
continue to be available. The position is likely to remain uncertain for a number of years.
The failure by us or our subsidiaries to qualify for benefits under tax treaties entered into between the United
Kingdom and other countries could result in adverse tax consequences to us (including an increased tax burden
and increased filing obligations) and could result in certain tax consequences of owning and disposing of our
shares.
We intend to be treated exclusively as a resident of the United Kingdom for tax purposes, but French or other
tax authorities may seek to treat us as a tax resident of another jurisdiction.
We are incorporated in the United Kingdom. English law currently provides that we will be regarded as a UK
resident for tax purposes from incorporation and shall remain so unless (i) we are concurrently a resident in
another jurisdiction (applying the tax residence rules of that jurisdiction) that has a double tax treaty with the
United Kingdom and (ii) there is a tiebreaker provision in that tax treaty which allocates exclusive residence to
that other jurisdiction.
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In this regard, we had a permanent establishment in France to satisfy certain French tax requirements imposed
by the French Tax Code with respect to the Merger. The assets and liabilities pertaining to this permanent
establishment were contributed on December 27, 2022 to one of our French subsidiaries with retroactive
effect as of January 1, 2022, in accordance with a tax ruling issued by the French tax authorities, as a result of
which this permanent establishment has been deregistered before the close of the 2022 fiscal year. Although it
is intended that we will be treated as having our exclusive place of tax residence in the United Kingdom, the
French tax authorities may claim, for the period prior to the reorganization, that we were a tax resident of
France if we were to have failed to maintain our “place of effective management” in the United Kingdom over
that period as a result of the activities of such permanent establishment. 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. There is no assurance that these authorities
would reach an agreement that we will remain exclusively a U.K. tax resident; an adverse determination could
materially and adversely affect our business, financial condition, results of operations, or cash flows. 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.
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 operate in various countries across the world and source a wide range of raw materials and components
from the international market. Significant changes or developments in U.S. or other national laws and policies,
such as laws and policies surrounding international trade, foreign affairs, manufacturing and development and
investment in the territories and countries where we or our customers operate, can materially adversely affect
our business and results of operations. Policies affecting international trade, foreign investment, and energy
production—such as tariffs, export controls, economic sanctions, and import restrictions—can impact supply
chain costs, the availability of key components, and overall industry profitability. For instance, the United
States has recently proposed and made changes in trade policies that include export control restrictions,
renegotiation or termination of trade agreements, imposition of higher tariffs on imports into the United States,
and other regulations affecting trade between the United States and countries where we conduct our business
or have business relationships. A number of other nations have proposed and implemented similar 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.
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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. 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.
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. Adverse weather conditions, such as tropical storms in the Gulf of America or Indo-
Pacific or extreme winter conditions in Canada, and the North Sea, may interrupt or curtail our operations, or
our customers’ operations, cause supply disruptions or loss of productivity, and may result in a loss of revenue
or damage to our equipment and facilities, which may or may not be insured. In addition, acute or chronic
physical impacts of climate change, such as sea level rise, coastal storm surge, inland flooding from intense
rainfall and hurricane-strength winds may damage our facilities or the facilities of key third parties, or result in
operational interruptions. Increasing concentrations of GHGs in the Earth’s atmosphere are expected to produce
climate changes that increase variation from normal weather patterns, such as increased frequency and
severity of storms, floods, droughts, and other climatic events, as well as longer-term climatic changes, such as
shifting temperature and precipitation patterns, which could further impact our operations. Significant physical
effects of climate change could also have a direct effect on our operations and an indirect effect on our
business by interrupting the operations of those with whom we do business and may also impact the cost or
availability of insurance. Any of these events or outcomes could have a material adverse effect on our
business, financial condition, cash flows, or results of operations.
Currency exchange rate fluctuations could adversely affect our financial condition, results of operations, or
cash flows.
We conduct operations around the world in many different currencies. Significant portions of our revenue and
expenses are denominated in currencies other than our reporting currency, the U.S. dollar; therefore, changes in
exchange rates will produce fluctuations in our revenue, costs, and earnings, and may also affect the book
value of our assets and liabilities and related equity. 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. Moreover, our ability to hedge certain
currencies in which we conduct operations, specifically currencies in countries such as Angola, Nigeria, and
Argentina, may be limited; therefore, we may be subject to increased foreign currency exposures. In addition,
we are subject to evolving laws and policies on foreign exchange controls in certain foreign jurisdictions, which
may impact our ability to hedge and/or repatriate cash. As a result, fluctuations in foreign currency exchange
rates may 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 have funded and unfunded defined benefit pension plans, which provide defined benefits based on years
of service and salary. We are required to recognize the funded status of defined benefit post-retirement plans
as an asset or liability in the consolidated balance sheet and recognize changes in that funded status in
comprehensive income in the year in which the changes occur. Further, we are required to measure each plan’s
assets and its obligations that determine its funded status as of the date of the consolidated balance sheet. The
assets of each defined benefit pension plan are allocated across asset classes under professional advisement
and subject to the plan’s own investment policy. Their value may fluctuate in accordance with market
conditions. 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.
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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. For further information regarding our pension
liabilities, Note 20 for further information.
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. 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. Additionally, even if we are able to
successfully renew or obtain performance or payment bonds, we may be required to post letters of credit in
connection with the bonds. The letters of credit could reduce availability under our credit facility. Furthermore,
under standard terms in the surety market, sureties issue bonds on a project-by-project basis and can decline
to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing
any bonds. If we were to experience an interruption or reduction in the availability of bonding capacity as a
result of these or any other reasons, we may be unable to compete for or work on projects that require
bonding.
On behalf of the Board,
Douglas J. Pferdehirt
Chair and CEO
March 14, 2025
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TechnipFMC 79
Directors’ Report
The Board of Directors (the "Board") presents its report together with the audited financial statements of the
Company and our consolidated subsidiaries for the year ended December 31, 2024.
The Company complies with the U.K. Companies Act reporting requirements provided by Companies
(Miscellaneous Reporting) Regulations 2018 (SI 2018/860). All information required has been incorporated in
the Strategic Report and this Directors’ Report.
Directors
The directors of the Company who held office during the year ended December 31, 2024, and at the date of
this Directors’ Report, were as follows:
Executive Director
Chair and CEO
Douglas J. Pferdehirt
Non-Executive Directors
Claire S. Farley
Eleazar de Carvalho Filho
Robert G. Gwin
John O’Leary
Margareth Øvrum
Kay G. Priestly
John Yearwood
Sophie Zurquiyah
The appointment and replacement of the directors is governed by the Companies Act and the Company’s
articles of association (the "Articles of Association").
The Board is responsible for promoting the long-term success of the Company. The Board is responsible for
pursuing, understanding, and implementing a sound strategy for the success of the Company, relying upon a
framework of corporate governance and internal controls that are designed to protect the Company’s assets
and interests. The day-to-day management of the business is delegated to the executive leadership team, apart
from matters specifically reserved for the Board’s decision. The Board delegates some of its duties and powers
to Board committees, each of which has a written charter, available on the Company’s website.
The current directors of the Company have been appointed pursuant to the Articles of Association. Subject to
the Articles of Association and the Companies Act, a director may be appointed by an ordinary resolution at an
annual meeting of shareholders or by a decision of the Board.
Subject to the provisions of the Companies Act, the Articles of Association, the business of the Company is
managed by the Board, which may exercise all the powers of the Company, whether relating to the
management of the business of the Company or not. The Board may delegate authorities to committees, and
may delegate the day-to-day management and decision-making to the Chief Executive Officer.
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Share Capital and Articles of Association of the
Company
As at the close of business on March 3, 2025, being the latest practicable date prior to the publication of this
Directors’ Report, the issued and fully paid share capital of the Company was as follows:
Class of shares
Number of shares
Nominal value
Ordinary
420,571,563
$420,571,563.00
There are no specific restrictions on the size of a holding, voting rights, or on the transfer of shares. No person
has any special rights of control over the Company’s share capital, and all issued shares are fully paid. The
Board is not aware of any agreements between holders of the Company’s shares that may result in restrictions
on the transfer of securities or voting rights.
Pursuant to a shareholder resolution passed at the Company’s 2024 Annual General Meeting of Shareholders on
April 26, 2024 "2024 AGM"), the Directors have the authority to allot and issue 87,427,123 ordinary shares,
which represents approximately 20% of the Company’s then issued share capital. The Directors are further
authorized by a shareholder resolution passed at the 2024 AGM to allot and issue the aforementioned ordinary
shares as if the preemption rights set out in section 561(1) of the U.K. Companies Act did not apply. Each
authorization relating to the allotment of shares expires at the earlier of (a) the conclusion of the Company’s
Annual General Meeting of Shareholders in 2025 (“2025 AGM") or (b) at the close of business on July 28, 2025.
New authorities are being recommended by the Board of Directors for approval by shareholders at our 2025
AGM. Specific powers relating to the ability of the Company to repurchase ordinary shares are included in the
Articles of Association, provided such repurchase is in accordance with the repurchase contracts and
counterparties approved by shareholders at the 2024 Annual General Meeting of Shareholders (“2024 AGM”).
Shareholders shall not be entitled to vote at any shareholders’ meetings or at a separate meeting of the holders
of any class of shares, either in person or by representative or proxy, in respect of any share held by them
unless all amounts presently payable by them in respect of that share have been paid.
Subject to the Articles of Association and the Companies Act, a shareholder (or any person appearing to be
interested in any such shareholder’s shares) may be served with a notice under section 793 of the Companies
Act. If the Board is satisfied that such shareholder or person has failed to supply to the Company the required
information for the prescribed period, or, in purported compliance with the section 793 notice, has made a
statement that is materially false or inadequate, the Board may direct that the shareholder shall not be entitled
to attend or vote in respect of these shares.
The Company operates a TechnipFMC Incentive Award Plan for which certain employees are eligible. Details
are set out in Note 18 to the consolidated financial statements contained in this U.K. Annual Report, and in the
proxy statement related to our 2025 AGM, as required by the SEC (the "Proxy Statement"), available on our
website at www.technipfmc.com under the heading "Investors > Investors overview > AGM materials."
The process of amending the Articles of Association is subject to the procedure outlined in the Companies Act.
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TechnipFMC 81
Share Repurchases
A share repurchase program authorization was granted by shareholders at the 2024 AGM on April 26, 2024.
with a five-year validity period from that date. These authorities will expire on April 26, 2029.
The Company does not currently hold any treasury shares. and all ordinary shares repurchased under the share
repurchase program were canceled and not held as treasury shares. The objective of the share repurchase
program was to reduce the Company’s issued share capital. Purchases of the Company’s ordinary shares under
the share repurchase program were carried out on the NYSE. The Company purchased 15,516,423 ordinary
shares during the financial year ending December 31, 2024.
The Company established an Employee Benefit Trust ("EBT"), an offshore discretionary employee benefit trust,
in 2017, for the purposes of administering the Company’s share-based awards granted under shareholder-
approved incentive plans. As at the close of business on March 3, 2025, being the latest practicable date prior
to the publication of this Directors’ Report, the EBT held 6,019 ordinary shares of the Company.
Significant Shareholdings
As at the close of business on March 3, 2025, being the latest practicable date prior to the publication of this
Directors’ Report, the Company’s significant shareholders who had notified the Company that they hold 5% or
more of the Company’s ordinary shares were as follows:
Name
Shares
(#)
Percent of Class1
(%)
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
49,055,9512
11.66
T. Rowe Price Investment Management, Inc.
100 E. Pratt Street
Baltimore, MD 21202
42,660,6843
10.14
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
39,914,9804
9.49
FMR LLC
245 Summer Street
Boston, Massachusetts 02210
21,489,9395
5.11
(1) The calculation of percentage of ownership of each listed beneficial owner is based on 420,571,563 Ordinary Shares outstanding on March
3, 2025.
(2) Based solely on a Schedule 13G/A filed with the SEC on February 14, 2025, T. Rowe Price Associates, Inc. has sole voting power over
47,991,894 Ordinary Shares and sole dispositive power over 49,045,742 Ordinary Shares.
(3) Based solely on a Schedule 13G/A filed with the SEC on December 9, 2024, T. Rowe Price Investment Management, Inc. has sole voting
power over 42,558,110 Ordinary Shares and sole dispositive power over 42,660,684 Ordinary Shares. T. Rowe Price Investment
Management, Inc. reports that various persons have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, Ordinary Shares, and no one person’s interest in the Company is more than 5% of the total outstanding Ordinary
Shares.
(4) Based solely on a Schedule 13G filed with the SEC on February 13, 2024, The Vanguard Group has shared voting power over 158,951
Ordinary Shares, sole dispositive power over 39,344,861 Ordinary Shares, and shared dispositive power over 570,119 Ordinary Shares.
The Vanguard Group reports that various persons have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, Ordinary Shares, and no one person’s interest in the Company is more than 5% of the total outstanding Ordinary
Shares.
(5) Based solely on a Schedule 13G/A filed by FMR LLC and Abigail P. Johnson, a Director and the Chairman and the Chief Executive Officer of
FMR LLC, with the SEC on November 12, 2024, FMR LLC has sole voting power over 20,935,569 Ordinary Shares and sole dispositive
power over 21,489,939 Ordinary Shares. Ms. Johnson has sole dispositive power over 21,489,939 Ordinary Shares. FMR LLC and Ms.
Johnson report that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, Ordinary Shares, and no one person’s interest in the Company is more than 5% of the total outstanding Ordinary Shares.
Directors' Report
82 TechnipFMC
U.K. Annual Report and Accounts
Directors’ Indemnities
Each of our directors is covered by appropriate directors’ and officers’ liability insurance, and there are also
deeds of indemnity in place between the Company and each director. These deeds of indemnity provide for the
Company to indemnify the directors in respect of any proceedings brought by third parties against them
personally in their capacity as directors of the Company. The Company would also fund ongoing costs in
defending a legal action as they are incurred rather than after judgment has been given. In the event of an
unsuccessful defense in an action against directors in a criminal or civil action, individual directors would be
liable to repay defense costs to the extent funded by the Company.
Company Details and Branches Outside the U.K.
The Company is a public limited company incorporated in England and Wales with registered number
09909709, and with our registered office at Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL,
United Kingdom.
Dividend
On July 26, 2023, the Company announced the initiation of a quarterly cash dividend. On February 20, April
23, July 23, and October 23, 2024, the Board authorized and declared a quarterly cash dividend of $0.05 per
share. The cash dividends paid during the years ended December 31, 2024, 2023, 2022, and 2021 were $85.9
million, $43.5 million, nil, and nil, respectively.
On February 25, 2025, the Company announced that its Board has authorized and declared a quarterly cash
dividend of $0.05 per share, payable on April 2, 2025 to shareholders of record as of the close of business on
the NYSE on March 18, 2025. The ex-dividend date is March 18, 2025.
Employee Engagement and Business Relationship
Further information on our work on strengthening social dialogue and internal communication, as part of our
labor relations, along with information on how we promote inclusion, including the provision of employment to
people with disabilities, is described in the section entitled "Employee Matters" of the Strategic Report. More
information can be found in the section entitled "Social" of the Strategic Report. More information on how we
take into consideration the need to engage with our employees and foster business relationships can be found
in the section entitled "Decision making and section 172 of the Companies Act" of the Strategic Report.
Energy and Carbon Reporting
The annual quantity of GHG emissions measured in tonnes of CO2e resulting from activities for which the
Company is responsible and has operational control over (including the combustion of fuel and the operation of
any facility) is described in the section entitled "Environmental" of the Strategic Report.
The annual quantity of emissions from the purchase of electricity, heat, steam, or cooling by the Company for
its own use is described in the section entitled "Environmental" of the Strategic Report.
The annual energy measured in kWh consumed from activities for which the Company is responsible (including
the combustion of fuel and the operation of any facility) and the annual quantity of energy consumed resulting
from the purchase of electricity, heat, steam, or cooling by the Company for its own use is described in the
section entitled "Environmental" of the Strategic Report.
Directors' Report
U.K. Annual Report and Accounts
TechnipFMC 83
Events since December 31, 2024
On February 25, 2025, the Company announced that its Board of Directors has authorized and declared a
quarterly cash dividend of $0.05 per share, payable on April 2, 2025 to shareholders of record as of the close
of business on the New York Stock Exchange on March 18, 2025. The ex-dividend date is March 18, 2025.
Please see the section entitled "Dividend" above for more detail on the recently announced dividend.
On January 23, 2025, Moody’s upgraded TechnipFMC to ‘Baa3’ from ‘Ba1’, while maintaining a positive outlook,
for the issuer-level ratings on the Company’s senior unsecured notes due 2026.
There are no other significant events since December 31, 2024.
Future Developments
Expected future developments of the Company and our subsidiaries are set out in the section entitled "Business
Segments" of the Strategic Report.
Change in Control
The Companies Act requires the Company to identify (i) those significant arrangements to which the Company
is party that take effect, alter, or terminate upon a change of control of the Company following a takeover bid,
(ii) the effects of any such agreements, and (iii) any agreements with the Company and our directors or
employees for compensation for loss of office or employment that occurs because of a takeover bid.
Provisions under executive severance agreements entered into by each of the Company’s executives, except
for our Executive Chair, may be triggered in the event of a change of control if certain conditions are met.
The impact of a change in control on the remuneration of the directors of the Company is set out in the
paragraph entitled "Potential Payments upon Change in Control" of the Directors’ Remuneration Policy section of
this U.K. Annual Report.
Political Donations
The Company has not made any political donations or incurred any political expenditure during the year ended
December 31, 2024. In addition, the Company has not made any contributions to a non-U.K. political party
during the year ended December 31, 2024.
Financial Risk Management Objectives/Policies
The Board believes that one of its most important roles is the oversight of the Company’s management of risk,
which the Board accomplishes through its Enterprise Risk Management program. Management presents to the
Board the risk areas that it believes to be the most significant and the plans for assessing, monitoring, and
managing those risks. The Board has ultimate responsibility for overall risk management oversight; however, it
has designated the Audit Committee with oversight of financial risk. The Audit Committee discusses with
management on a regular basis financial reporting, liquidity, contract management, legal and regulatory
compliance, information-related risks, including cybersecurity, taxes, and foreign exchange. The Audit
Committee reviews the potential financial impacts of these risks, the steps the Company takes to ensure that
appropriate processes are in place to identify, mitigate, manage, and control financial and business risks. and
that the Company has adequate insurance coverage to reasonably mitigate these risks. In cases where a
practice or procedure is identified, or an operational incident occurs that could heighten the possibility of a
Directors' Report
84 TechnipFMC
U.K. Annual Report and Accounts
negative impact on our operations or financial results, our management reports to the Board the steps to be
taken to ensure that the risk is appropriately managed.
Pursuant to the charter of the Audit Committee, the committee is primarily responsible for the following:
} Oversight of the financial management and control of the Company, as well as oversight of the Company’s
independent registered public accounting firm;
} Monitoring the Company’s financial reporting process;
} Reviewing the Company’s consolidated financial statements and internal controls with management and
the independent auditor;
} Monitoring the Company’s compliance with its internal accounting and control policies, as well as legal and
regulatory requirements to the extent such compliance relates to the consolidated financial statements
and financial disclosures;
} Selecting, subject to shareholder approval, the Company’s independent auditor, and reviewing the
qualifications, independence, performance, and remuneration of such independent auditor;
} Reviewing the effectiveness and performance of the Company’s internal audit function;
} Considering risks relating to artificial intelligence and cybersecurity, including receiving regular reports on
the Company’s cyber readiness, adversary assessment, risk profile status, and any countermeasures being
undertaken or considered by the Company;
} Reviewing the effectiveness of processes for reviewing and escalating financial-related allegations
reported through the Company’s allegation hotline; and
} Reviewing certain Company metrics on HSE matters.
Please refer to Note 30 of the consolidated financial statements contained in this U.K. Annual Report for
information on the Company’s financial risk management objectives and policies and hedging policies and
arrangements.
Research and Development
Please refer to the paragraph entitled "Research and Development" of the Strategic Report.
Directors' Report
U.K. Annual Report and Accounts
TechnipFMC 85
Directors’ Responsibility Statements
The directors are responsible for preparing the U.K. Annual Report and Accounts for the year ended December
31, 2024, and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law, the
directors have prepared the group financial statements in accordance with U.K.-adopted international
accounting standards and company financial statements in accordance with U.K. Generally Accepted Accounting
Practice.
(U.K. Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework," and applicable law).
Under company law, directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and the group and of the profit or loss of the
Company and the group for that period.
In preparing these financial statements, the directors are required to:
} Select suitable accounting policies and then apply them consistently;
} Make judgments and accounting estimates that are reasonable and prudent;
} State whether U.K.-adopted international accounting standards have been followed for the group financial
statements and U.K. Accounting Standards, comprising FRS 101, have been followed for the company
financial statements, subject to any material departures disclosed and explained in the financial
statements; and
} Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company and the group will continue in business.
The directors are responsible for ensuring that the Company keeps adequate accounting records that are
sufficient to show and explain the Company’s and the group’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company and the group and enable them to ensure that the
financial statements and the U.K. Annual Report comply with the Companies Act.
They are also responsible for safeguarding the assets of the Company and the group and for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the
U.K. governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
Directors’ confirmations
The directors consider that the annual report and accounts, taken as a whole, is fair, balanced, and
understandable and provides the information necessary for shareholders to assess the Company’s and the
group’s position and performance, business model, and strategy.
Each of the current directors, whose names and functions are listed in the section entitled "Directors" of this
Report, confirm that, to the best of their knowledge:
} the group financial statements, which have been prepared in accordance with U.K.-adopted international
accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the
group;
} the company financial statements, which have been prepared in accordance with U.K. Accounting
Standards, comprising FRS 101, give a true and fair view of the assets, liabilities, and financial position of
the Company; and
} the Strategic Report includes a fair review of the development and performance of the business and the
position of the Company and the group, together with a description of the principal risks and uncertainties
that it faces.
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86 TechnipFMC
U.K. Annual Report and Accounts
Statement as to Disclosure to the Auditor
In the case of each director in office at the date the directors’ report is approved:
} so far as each director is aware, there is no relevant audit information of which the Company’s and the
group’s auditor is unaware; and
} they have each taken all the steps that they ought to have taken as a director in order to make
themselves aware of any relevant audit information and to establish that the Company’s and the group’s
auditor is aware of that information.
On behalf of the Board
Douglas J. Pferdehirt
Chair and CEO
March 14, 2025
Directors' Report
U.K. Annual Report and Accounts
TechnipFMC 87
Directors’
Remuneration Report
Introduction and Compliance Statement
The purpose of this Directors’ Remuneration Report is to inform shareholders of the remuneration of the
directors of TechnipFMC for the period ended December 31, 2024. This report is divided into three sections:
i.
The letter from the Chair of the Compensation and Talent Committee;
ii.
The Annual Report on Remuneration for 2024, including an upfront "At a Glance" section to highlight
the key aspects of the application of the remuneration policy during 2024; and
iii.
The Directors’ Remuneration Policy.
Pursuant to English law, the Directors’ Remuneration Report forms part of the statutory annual report of the
Company for the year ended December 31, 2024, and has been prepared by the C&T Committee on behalf of
the Board in accordance with the laws, rules, and regulations applicable to the Company.
The Annual Report on Remuneration (elements of which are audited) describes the directors’ fixed and variable
pay, share awards, benefits, and pension arrangements, as required by Schedule 8 of the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. At the 2025 AGM on April
25, 2025, the Directors’ Remuneration Report will be subject to a non-binding advisory shareholder vote. In
addition, the Remuneration Policy, which was last approved by shareholders in 2024, will be submitted for
shareholder approval for a binding vote at the upcoming Annual General Meeting of Shareholders ("Annual
General Meeting").
88 TechnipFMC
U.K. Annual Report and Accounts
Letter from the Chair of the Compensation
and Talent Committee
Dear Shareholders,
On behalf of the Board, I am pleased to present the Directors’ Remuneration Report of the Company, covering
the period from January 1, 2024 to December 31, 2024.
Our compensation programs are designed to directly link our Chair and CEO's pay to his performance and the
achievements of TechnipFMC’s overall performance and business strategies to create and preserve value for
our shareholders.
Actions that Created Shareholder Value in 2024
We are committed to creating long-term and sustainable shareholder value through strategic actions that
benefit both the Company and our shareholders.
Below is a summary of key actions taken during 2024 intended to create growth and value for shareholders:
} Distributed $486 million to shareholders through dividends and share repurchases, nearly doubling total distributions
versus the prior year;
} Authorized additional share repurchase of up to $1 billion in October;
} Increased our target for shareholder distributions, now committing to return at least 70% of annual free cash flow1 to
shareholders in 2025;
} Achieved investment grade ratings, providing access to lower cost funding;
} Demonstrated further progress in leveraging our core technologies and competencies in support of the energy transition,
with significant inbound orders for carbon reduction projects that included two industry firsts:
} Received an iEPCI™ award utilizing subsea processing to capture CO2 directly from the well stream for injection back into
the reservoir—all taking place on the seafloor—for Petrobras’ Mero 3 HISEP® project; and
} Received an all-electric iEPCI™ award for CO2 transportation and storage for the Northern Endurance Partnership.
(1) Free cash flow is calculated as cash provided by operating activities less capital expenditures determined in accordance with U.S. GAAP.
Directors' Remuneration Report
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TechnipFMC 89
We Outperformed Our Peers and Major Indexes in 2024
Our total shareholder return ("TSR") in 2024 meaningfully outperformed our peer groups and the PHLX Oil
Service Sector (“OSX”) index due to the Company’s strong execution and key strategic initiatives outlined
above.
TechnicpFMC
Average Relative TSR Peer
Average Compensation Peer
OSX Index
Dec.
31,
2023
Mar.
31,
2024
June
30,
2024
Sept.
30,
2024
Dec.
31,
2024
$80
$90
$100
$110
$120
$130
$140
$150
$160
The graph above compares the cumulative TSR on our Ordinary Shares for the period from December 31, 2023
to December 31, 2024 with our Relative TSR Peer Group, our Compensation Peer Group (both as defined below
in the section entitled “Executive Compensation Governance”), and the OSX index. The comparison assumes $100
was invested, including reinvestment of dividends, if any, in our Ordinary Shares, Relative TSR Peer Group,
Compensation Peer Group, and the OSX index on December 31, 2023. The results shown in the graph above are
not necessarily indicative of future performance.
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CEO Pay Is Aligned with Relative Performance of TechnipFMC
One of the variables we use to assess pay for performance is the relationship between CEO pay and TSR
performance, using the Relative Degree of Alignment (“RDA”) methodology from Institutional Shareholder
Services. This analysis is performed by the C&T Committee’s independent compensation consultant and is
reviewed by management and the C&T Committee.
The analysis below compares the most recent three-year average Summary Compensation Table values, based
on proxy disclosures from 2022 through 2024 (the latest available data for our Compensation Peer Group, as
defined in the section entitled “Compensation Peer Group”) with TSR performance for the 2022-2024 period.
As demonstrated in the chart below, three-year CEO pay and TSR performance reflect strong alignment
highlighting the effectiveness of our compensation strategy.
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TechnipFMC 91
Our 2024 Pay Programs Emphasize Pay-for-Performance
Our executive compensation incentive mix is intended to create a balance between achieving both short-term
and long-term interests of the business through compensation that links the interests of our Chair and CEO with
shareholders through significant at-risk compensation.
Total Target Compensation
(1) RSUs are included in at-risk pay because their delivered value is based on share price at vesting.
Annual and Long-Term Incentive Performance
Measures
Our 2024 executive compensation program is directly tied to pre-determined key financial, operational,
sustainability, and individual strategic objectives.
} Total target compensation comprises base salary, an annual cash incentive, and a long-term equity
incentive.
} Total target compensation is benchmarked relative to relevant peer groups by our independent
compensation consultant.
} The 2024 annual cash incentive measures are Adjusted EBITDA Margin (25%), free cash flow from
operations (25%), 2024-2026 Sustainability Scorecard measures (25%), and individual performance in
areas of strategic significance (25%).
} Payouts for the financial components are based on quantifiable performance. No payouts are made if
Company performance is below a minimum level of performance. Payouts increase with higher
performance levels, and there is a limit on payout at maximum performance.
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92 TechnipFMC
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} The 2024-2026 Sustainability Scorecard includes specific, measurable, and challenging goals to reduce
our environmental impact, support the communities where we live and operate, improve and respect
equal opportunity and inclusion in our Company, reinforce our health and safety culture, and reaffirm
our commitments to respecting human rights and corporate governance.
} Payout for the individual performance indicators is based on rigorous, individual goal setting, and year-
end evaluation of performance.
} Performance stock units ("PSUs") comprise the majority of the 2024 long-term equity incentive grant
(70%) with payout contingent on relative TSR performance and return on invested capital ("ROIC")
measured over the three-year (2024-2026) performance period. PSUs vest on the third anniversary of the
grant date following the end of the three-year performance period (2024-2026).
} The relative TSR performance measure comprises 50% of the PSU award and is based on equity returns—
both share price performance and reinvestment of dividends—relative to our TSR Peer Group (as defined
below). No payouts are made if Company performance is below a minimum level of performance, and
there is a limit on payout at maximum performance. In addition, in the case of negative absolute TSR
performance, payouts are capped at target, even if our TSR performance relative to our TSR Peer Group
is above target.
} ROIC comprises 50% of the PSU award. It measures our profitability and how effectively the Company
uses capital over the three-year performance period to generate financial returns. ROIC is calculated as
average net operating profit after tax, divided by average invested capital over the three-year
measurement period.
} The remainder (30%) of the 2024 long-term equity incentive grant is delivered in the form of Restricted
Stock Units (“RSUs”) and one-third of the shares vest each year over a three-year period. The delivered
value of RSUs to our Chair and CEO is based on share price performance.
Remuneration and Shareholder Engagement
The C&T Committee values our shareholders’ feedback on our executive compensation program as expressed
through our regular shareholder engagement actions and the support on our annual "say-on-pay" vote, 2023
Directors’ Remuneration Report, and Prospective Directors' Remuneration Policy during the 2024 Annual
General Meeting of Shareholders. Below is a summary of votes supporting each of the proposals connected to
executive remuneration:
} 2023 U.S. Say-on-Pay for Named Executive Officers: 86% support
} 2023 Directors’ Remuneration Report: 85% support
} Prospective Directors' Remuneration Policy: 86% support
As part of our regular annual shareholder engagement, we contacted shareholders representing 59% of our
outstanding shares and met with shareholders representing 37% of our outstanding shares during the
2024-2025 engagement season. A team comprising senior leadership in Investor Relations, Legal, and People &
Culture discussed and obtained feedback from shareholders on an important range of topics, including our
executive compensation program, the framework and design of short- and long-term incentives, and the
rationale and strategy behind our incentive measures.
Remuneration Arrangements in 2024
Details of Mr. Pferdehirt’s remuneration are provided in our Annual Report on Remuneration and summarized in
the section below. The C&T Committee reviewed and approved Mr. Pferdehirt’s remuneration, and all payments
were in line with our shareholder-approved Remuneration Policy.
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TechnipFMC 93
Proposed Remuneration Arrangements in 2025
The current Remuneration Policy was approved for a period of up to three years by shareholders at the 2024
Annual General Meeting, held on April 26, 2024. Throughout 2024, the C&T Committee conducted a
comprehensive review of the Remuneration Policy to ensure it remains appropriate, provides operational
flexibility, and further aligns compensation with shareholder interests.
As a result of this review, the C&T Committee, with the approval of our independent directors, is proposing an
incremental component to our executive compensation program by including a special, one-time value creation
plan (the “Value Creation Plan”). Aligned with our unwavering commitment to deliver long-term shareholder
value, this plan is intended to further incentivize executives—above and beyond existing plans—to deliver
significant and sustained value creation through ambitious performance targets. To provide the C&T Committee
with the flexibility to design and implement this new Value Creation Plan, a revised Directors' Remuneration
Policy will be submitted for shareholder approval at the 2025 Annual General Meeting.
We look forward to hearing your views on our director compensation arrangements and to your continued
support at the 2025 Annual General Meeting.
Yours sincerely,
John O’Leary
Director and Compensation and Talent Committee Chair
March 14, 2025
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U.K. Annual Report and Accounts
Annual Report on Remuneration:
At a Glance – 2024 Highlights
2024 Business Performance Indicators of the Annual Cash Incentive
Seventy-five percent (75%) of the annual cash incentive is based on business performance indicators (“BPI”),
and 25% is based on individual annual performance indicators (“API”). The table below outlines the three BPI
measures for 2024:
BPI Measure
% Weighting
Definition
Why it matters
Adjusted EBITDA Margin
}
Adjusted earnings before net interest
expense, income taxes, depreciation
and amortization, excluding charges,
credits, and foreign exchange, net, as a
percentage of revenue
}
Reflects our performance in leveraging
cost efficiencies to drive sustainable
improvements in profitability
Free Cash Flow
}
Cash provided by operating activities,
less capital expenditures
}
Measures our ability to generate cash
as an indicator of the financial health
and liquidity of the Company
2024-2026 Sustainability Scorecard
}
Performance relative to the
TechnipFMC Sustainability Scorecard
}
Directly links our compensation
program to our sustainability
commitments and objectives, as set
forth in our 2024-2026 Sustainability
Scorecard
Please see the section entitled "Reconciliation of US GAAP to IFRS and Non-GAAP measures" in this U.K. Annual Report for a reconciliation to the
most directly comparable GAAP measures.
Our pay-for-performance program aims to motivate our Chair and CEO to achieve and exceed both our short-
term and long-term goals and objectives by including an appropriate mix of long-term equity compensation
and annual cash incentive compensation. As intended by our program, our Chair and CEO compensation was
directly impacted by Company performance.
Directors' Remuneration Report
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TechnipFMC 95
2024 Performance Impact on Annual Cash Incentive
The annual cash incentive comprises 13% of 2024 total target at-risk compensation for our Chair and CEO. Our
Chair and CEO achieved a payout of 156% of target for the annual cash incentive, based on the following:
} The total payout for the business performance indicators (which make up 75% of the annual cash incentive
plan) was 151% based on the following:
} Performance for Adjusted EBITDA Margin was calculated to be 146%;
} Performance on free cash flow was calculated to be 192%; and
} Performance towards Year 1 of our 2024-2026 Sustainability Scorecard objectives was confirmed at
115%.
} The payout for the individual annual performance indicator (which makes up 25% of the annual cash
incentive plan) was 170%.
For more information, see the section entitled “Elements of 2024 Executive Director Compensation — Annual
Cash Incentive” below.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
Relative TSR and ROIC for the three-year performance period from January 1, 2022, to December 31, 2024,
was above the max performance threshold, resulting in payout of 200% of target for each individual
performance measure.
For more information, see the section entitled “Long-Term Equity Incentives (Audited Information) — Payout
under the 2022 PSU Awards for the 2022-2024 Performance Period” below.
Compensation Governance Practices
Our executive compensation practices are designed to drive performance, align with shareholder interests, and
support strong governance practices that align with prevalent market standards in executive compensation.
These practices are reviewed annually through shareholder engagement, recommendations from our
independent compensation consultant, and executive compensation best practices.
What We Do:
What We Don’t Do
Pay for performance by aligning performance
measures with our strategy and shareholder
interests
Single-trigger vesting upon a change-in-control
Ensure the majority of executive director
compensation is performance-based, "at-risk"
compensation
Guaranteed bonuses
Maintain a clawback policy in the event of
erroneously awarded incentive-based
compensation resulting from a financial
restatement, malfeasance, or fraud
Uncapped incentives
Require robust share ownership by executives
and directors
Tax gross-ups on any severance payments
Engage an independent, external compensation
consultant
Excessive perquisites, benefits, or pension
payments
Benchmark compensation against relevant
industry peer groups
Discounting, reloading, or repricing of stock
options
Cap PSU payout at target when relative TSR
exceeds peers’ TSR, but absolute TSR is
negative
Hedging and pledging of Company securities
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96 TechnipFMC
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Annual Report on Remuneration:
Report for the Year Ended December 31, 2024
The C&T Committee presents the Annual Report on Remuneration and the statement of the Chair of the C&T
Committee, which will be submitted to shareholders as an advisory vote at the 2025 AGM. Some of the
information contained in the Annual Report on Remuneration is subject to audit. Where the information is
subject to audit, the information is identified in the relevant heading.
As intended by our pay-for-performance program, and as outlined in the sections below, our 2024
compensation for our Chair and CEO was directly impacted by our performance against key financial,
operational, and individual metrics.
Below is an illustration of the Chair and CEO’s remuneration.
Executive Director’s Single Figure Table (Audited Information)
The below table sets forth the single figure of remuneration for the Chair and CEO for the periods ended
December 31, 2024 and 2023.
A proportion of the annual cash incentive and long-term incentive awards (the variable and at-risk element),
97%, is subject to share price appreciation. During 2024, we did not exercise the use of discretion as a result of
share price appreciation or depreciation.
Year
Salary(1)
Taxable
Benefits(2)
Annual
Incentive
Awards(3)
Long-Term
Incentive
Awards(4)
Pension
Related
Benefits(5)
Total Fixed
Remuneration
Total Variable
Remuneration
Total
Chair and CEO: Douglas J. Pferdehirt
2024
$ 1,328,700 $
51,879 $ 5,927,330 $ 49,571,086 $
213,835 $
1,594,414 $
55,498,416 $ 57,092,830
2023
$ 1,328,700 $
70,361 $ 6,084,272 $ 43,006,723 $
271,773 $
1,670,834 $
49,090,996 $ 50,761,830
(1) Salary provides a fixed level of market competitive compensation to our executive director that reflects his major responsibilities. Base
pay is set with reference to median compensation levels of Compensation Peer Group and positioned accordingly above or below median
based on experience, performance, and expected contributions to the business.
(2) The taxable benefits for 2024 for the Chair and CEO include all: (i) personal use of Company automobile of $5,720.15, (ii) financial planning
services of $15,760, (iii) U.K. tax preparation fees of $1,311.92, (iv) Company-paid life and disability insurance fees of $701.55, (v)
security of $26,540.34, and (vi) spousal travel of $1,844.67.
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(3) The amount disclosed in the Annual Incentive Awards column for 2024 for the Chair and CEO represents the sum of annual cash incentive
bonus and time-based (non-performance based) RSUs awarded in 2024. In 2024, the Chair and CEO's annual cash incentive was $2,798,242
calculated using a target bonus of 135% of salary, a BPI rating of 151%, and an API rating of 170%. The time-based (non-performance
based) RSUs awarded in 2024 were valued at $3,129,077.46, comprising 30% of the Chair and CEO's long-term equity incentive target
value of $10,430,295, consisting of 158,675 shares vesting on a graded schedule with 52,362 vesting on February 20, 2025, 52,363
vesting on February 20, 2026 and 53,950 vesting on February 20, 2027.
The amount disclosed in the Annual Incentive Awards column for 2023 for the Chair and CEO represents the sum of annual cash incentive
bonus and time-based (non-performance based) RSUs awarded in 2023. In 2023, the Chair and CEO's annual cash incentive was
$2,955,195, calculated using a target bonus of 135% of salary, a BPI rating of 153%, and an API rating of 200%. The time-based (non-
performance based) RSUs awarded in 2023 were valued at $3,129,077.46, comprising 30% of the Chair and CEO's long-term equity
incentive target value of $10,430,295, consisting of 223,346 shares vesting on a graded schedule with 73,704 vesting on February 21,
2024, 73,704 vesting on February 21, 2025, and 75,938 vesting on February 21, 2026.
(4) The 2024 compensation reflects the impact of significant TechnipFMC share price appreciation over the 2022-2024 performance period, as
well as a PSU payout of 200% of target. On March 8, 2022, Mr. Pferdehirt was granted 861,675 target PSUs with a fair market value of
$6,790,000 based on a share price of $7.88 ("2022 PSUs"). On March 8, 2025, the 2022 PSUs will be paid out at 200% of target, as outlined
in the section entitled "Payout under the 2022 PSU Awards for the 2022-2024 Performance Period," resulting in the vesting of 1,723,350
shares with an estimated value of $49,054,080.66. The estimated value was determined using a share price of $28.46, which is the
average share price over quarter four of the 2024 financial year. The value also includes dividends of $0.30 per share, which totals
$517,005. The estimated total fair market value increase of the 2022 PSUs from the time of grant to March 8, 2025, as a result of the
200% of target payout share price appreciation is $35,474,082.66.
(5) The amount disclosed in the Pension-Related Benefits column represents the value of Company contributions to the U.S. 401(K) and non-
qualified defined contribution plans.
Executive Director Remuneration Received in Respect of 2024
One of the C&T Committee’s primary goals in establishing our executive director compensation philosophy and
designing our compensation program is to ensure that compensation incentivizes an executive director to
achieve key strategic goals, deliver strong operational and sustainable financial performance, and deliver long-
term value for our shareholders. With this as a guiding principle, the C&T Committee adopted a program that
links a significant percentage of an executive director's compensation to key performance objectives that, if
achieved, would result in the creation of shareholder value over both the short- and long-term.
Base salary
Each year, the C&T Committee carefully reviews and assesses the base salary of the Chair and CEO. While the
C&T Committee references the market median, the individual base salary will vary above or below this median
based on factors such as performance, experience, time in role, and other relevant factors and is set within the
parameters of our Directors’ Remuneration Policy.
Pension Related Benefits (Audited Information)
Retirement benefits for 2024 have been calculated in line with the U.K. reporting regulations. The Chair and
CEO does not have entitlement to a Defined Benefit pension plan. The Chair and CEO is eligible to participate in
the TechnipFMC Retirement Savings Plan, a U.S. tax qualified 401(k) plan, and the TechnipFMC Supplemental
Retirement Savings Plan (“SRP”), a non-qualified savings plans designed to supplement the 401(k) plan.
The value of the benefits under the schemes is calculated based on the Company’s contributions, which are
based on a percentage of employee salary. Retirement contributions for the Chair and CEO relate to our 401(k)
and the SRP are both defined compensation ("DC") schemes. Details of the aggregate benefits accrued under
both plans by the Chair and CEO are shown below.
Values relating to DC
Schemes(1)
DC Scheme Balance at Year
End(2)
$'000
Company Contributions
Over Year(3)
$'000
Normal Retirement Age(4)
Chair and CEO
8,457
214
N/A
(1) Chair and CEO is not entitled to a Defined Benefit Scheme.
(2) Accrued balance as of December 31, 2024, in the 401(k) and the SRP.
(3) Company contributions in 2024 to the 401(k) and the SRP.
(4) Benefits under the 401(k) can be withdrawn at separation from the company, and benefits under the SRP can be withdrawn after six
months post-separation; therefore, retirement age does not apply.
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Benefits
The Company also provides limited perquisites to the Chair and CEO, facilitating the performance of his role
and to ensure a competitive total compensation package. The perquisites we provide to our Chair and CEO may
include financial planning and personal tax assistance, personal use of Company automobiles, club
memberships, car allowances, executive physicals, and other minor expenses associated with business
responsibilities. The value of perquisites deemed to be personal may be imputed as income, and we do not
gross up for the taxes due on such imputed income. Additional allowances or benefits may be granted if
considered appropriate and reasonable.
Reflecting the safety concerns associated with his role, the Company provides a security program for our Chair
and CEO. The C&T Committee believes this is in the best interests of shareholders, as the personal safety and
security of our executive director is critical to the stability of the Company. The security program was
developed based on a risk assessment determined to be appropriate by our security team and an external
consultant. We do not consider the security measures provided to our Chair and CEO to be a personal benefit,
but rather reasonable and necessary expenses for the benefit of the Company.
Elements of 2024 Executive Director
Compensation
Our executive director compensation program comprises short-term and long-term components that link our
Chair and CEO's pay to his performance and advancement of TechnipFMC’s annual and long-term performance
and business strategies. In addition, the program also aligns the executive director's interests with those of
shareholders and encourages retention of high-performing executive directors.
The table below summarizes these elements, along with their purpose and key characteristics. However, a more
detailed explanation is available in further sections.
Base Salary
To provide market competitive
compensation for the role
}
Fixed cash compensation
}
Designed to attract and retain key talent based on the
major responsibilities of our Chair and CEO's role
}
Set with reference to median compensation market
levels of Compensation Peer Group, and positioned
accordingly above or below median based on
experience, performance, and expected contributions
Annual Cash
Incentive
To drive and reward the
achievement of short-term
Company strategic goals and
individual contributions
}
At-risk cash compensation
}
Target value based on role, set with reference to
market median peer group
}
Paid based on achievement of business performance
targets (75%) and individual performance targets (25%)
}
Performance objectives are Adjusted EBITDA Margin
(25%), free cash flow from operations (25%),
2024-2026 Sustainability Scorecard measures (25%),
and individual performance measures (25%)
}
Actual payout can range from 0% to 200% of target
based on results
Element
Purpose
Key Characteristics
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Performance
Share Units
(PSUs)
To drive and reward the
achievement of long-term results
measured against pre-determined
goals and align interests of our
Chair and CEO with shareholders’
interests
}
Payout linked to the achievement of TechnipFMC
relative TSR (50%) and ROIC (50%) for the 2024 to
2026 performance period
}
Realized value is based on performance and post-grant
share price appreciation
}
Actual payout can range from 0% to 200% of target
based on results
}
Three-year cliff vesting schedule
Restricted
Stock Units
(RSUs)
Further align our Chair and CEO's
interests with the interests of our
shareholders by incentivizing
them to increase share value,
while reinforcing the retention
impact of our compensation
program
}
Realized value based in part on post-grant share price
appreciation
}
Three-year ratable vesting schedule
Health and
Welfare
Benefits,
Retirement
Benefits, and
Perquisites
To facilitate the performance of
the role and ensure a market
competitive total compensation
package
} The same health and welfare benefits offered to other
employees of the Company in the respective countries
} Retirement savings offered through participation in our 401(k)
and SRP defined contribution retirement plans, similar to plans
offered to other U.S. employees
} Limited perquisites including financial planning, tax assistance,
use of company cars, club memberships, executive physicals,
and security services where necessary
Element
Purpose
Key Characteristics
Compensation Peer Group
We compete with energy industry companies, as well as with other industries and professions, for executive-
level talent. In making decisions about target compensation levels, the C&T Committee reviews data from peer
group proxy statements and market survey data.
In determining peer groups, the C&T Committee in collaboration with its independent compensation consultant
carefully selects a peer group that reasonably reflects TechnipFMC’s business characteristics and competitive
landscape, ensuring a balanced comparison of size, operational reach, business scale, and organizational
complexity. Key criteria include:
} Applicable Industry Focus – Public companies with energy or engineering and construction elements that
trade on major U.S. stock exchanges;
} Relevant Size Range – Companies with revenue, market capitalization, and assets ranging from 0.33x to
3.0x our own, along with other key measures such as employee headcount;
} Business Characteristics – Companies with similar margin profiles, international focus, asset intensity, and
sales per full-time employee; prioritize companies that are logistically and technically complex, mature
stage businesses, and business-to-business focused.
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In conducting its annual review and leveraging the preceding factors, the C&T Committee approved the addition
of Flowserve Corporation to the compensation peer group (“Compensation Peer Group”) used for benchmarking
and informing executive compensation decisions for 2024:
Compensation Peer Group Constituents
AECOM
Jacobs Solutions Inc.
APA Corporation
KBR, Inc.
Baker Hughes Company
National Oilwell Varco, Inc.
ChampionX Corp.
Oceaneering International, Inc.
Chart Industries, Inc.
Quanta Services, Inc.
Devon Energy Corporation
SLB
Dover Corporation
Transocean Ltd.
Flowserve Corporation
Valmont Industries, Inc.
Fluor Corporation
Weatherford International plc
Halliburton Company
Base Salary
We provide our Chair and CEO with a market competitive base salary to compensate him for services
performed during the year. Each year the C&T Committee carefully reviews and assesses the base salary for
the Chair and CEO. While the C&T Committee references the market median, individual base salary will vary
above or below this median based on factors such as performance, experience, time in role, and other relevant
factors. The C&T Committee determines and approves any changes, with input from the C&T Committee’s
independent compensation consultant.
Chair and CEO
Base Salary
(2023)
Base Salary
(2024)
Change %
Douglas J. Pferdehirt
$1,328,700
$1,328,700
0%
Annual Cash Incentive (Audited Information)
2024 Annual Cash Incentive Target
We provide our Chair and CEO with an annual cash incentive to drive and reward the achievement of short-
term Company strategic goals and individual objectives. Our Chair and CEO has a target award opportunity, set
as a percentage of base salary. Each executive director can earn 0% to 200% of their annual cash incentive
target, depending on Company and individual performance.
The C&T Committee reviews and approves target award opportunities for our Chair and CEO annually, based on
a review of market median total cash compensation data for our peers. The targets are set at appropriate levels
to incentivize executive officers to achieve our short-term financial, sustainability, and individual goals. The
annual cash incentive also ensures that we provide market-competitive levels of total compensation.
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The following were the 2023 and 2024 annual cash incentive target award opportunities for our Chair and CEO:
Chair and CEO
2023
2024
Increase
Douglas J. Pferdehirt
135%
135%
0%
2024 Annual Cash Incentive Performance Indicators
Seventy-five percent (75%) of the annual cash incentive is based on BPI, and 25% is based on individual API.
75% BPI
Assessment of overall Company performance
based on business performance indicators
+
25% API
Assessment of individual performance based
on qualitative factors reflected in our Chair
and CEO's annual performance objectives
The payout under both the BPI and API components may range from 0% to 200% of target depending on
performance.
BPI Component – 75% of Annual Cash Incentive
The BPI components are intended to drive the achievement of key financial and sustainability objectives. Each
component is assessed independently from the other components and has a maximum possible payout of 200%
of target. Furthermore, if performance with respect to any BPI component fails to meet the threshold level, the
payout is 0%.
Target Setting for BPI Measures
Performance targets related to our annual cash incentive are set at “stretch” targets that are considered
difficult and challenging but achievable with superior execution based on our long-range plans. Given the
cyclical nature of our industry, as well as the variability in some of our metrics caused by the life cycle
progression of a few very large projects, our targets can vary in absolute terms when compared to prior-year
targets but are set to ensure that achievement will require the same or improved execution to achieve the
targets.
Establishing Performance Measures and Goals
In setting performance goals, the C&T Committee considers the Company’s annual financial plans, strategic
initiatives, and projections, which are impacted by the following factors:
} The overall business climate and the cyclical nature of our business;
} Underlying market conditions for our products and services;
} Volatility in commodity prices;
} Our competitors’ performance;
} Anticipated changes in customer activity; and
} Our prior-year performance.
These inputs inform discussions regarding both the targets and the ranges around the targets to ensure the
goals are sufficiently difficult and challenging without incentivizing inappropriate risk taking.
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BPI Measure
% Weighting
Definition
Why it matters
Adjusted EBITDA Margin
}
Adjusted earnings before net
interest expense, income
taxes, depreciation, and
amortization, excluding
charges and credits, and
excluding foreign exchange,
net, calculated as a
percentage of revenue
}
Reflects our performance in
leveraging cost efficiencies
and driving profitability
improvement, which help
create a sustainable business
Free Cash Flow
}
Cash provided by operating
activities, less capital
expenditures
}
Measures our ability to
generate cash as an indicator
of the financial health and
liquidity of the Company
2024-2026 Sustainability Scorecard
}
Performance relative to the
TechnipFMC Sustainability
Scorecard
}
Directly links our
compensation program to our
sustainability commitments
and objectives, as set forth in
our 2024-2026 Sustainability
Scorecard
2024 Measures and Results
The 2024 results versus target for Adjusted EBITDA Margin and free cash flow are outlined below.
2024 BPI
Measure
2024 Goals1
2024 Performance2
Threshold
Performance
Target
Performance
Maximum
Performance
Performance %
Payout %
Adjusted EBITDA
Margin
25% Weighting
13.0 %
14.5 %
16.0 %
15.2%
146%
Free Cash Flow
25% Weighting
$300 million
$430 million
$700 million
$679 million
192%
(1) Financial targets and actual performance based on Adjusted EBITDA exclude non-recurring charges and credits, such as impairments,
restructuring costs, foreign exchange impact, as well as other items identified in TechnipFMC’s Quarterly Reports on Form 10-Q and
Form 10-K filings. Free cash flow is defined as cash provided or required by operating activities less capital expenditures. Please see the
section entitled "Reconciliation of US GAAP to IFRS and Non-GAAP measures" in this U.K. Annual Report for a reconciliation to the most
directly comparable GAAP measures.
(2) Payout at or below threshold performance is 0%, payout at target performance is 100%, and payout at or above maximum performance
is 200%. Payout for performance between the threshold, target, and maximum payouts are interpolated on a straight-line basis. The final
weighted payout percentage for BPI is rounded to the nearest whole percent for calculating the annual cash incentive payout.
In accordance with established guidelines, the goals are adjusted for the cumulative effect of changes in
accounting principles, significant acquisitions and divestitures, and foreign exchange movements. These
changes are intended to ensure that performance is measured on a like-for-like basis relative to the goals that
were set.
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Results of the 2024-2026 Sustainability Scorecard
To align our executives’ incentives with our sustainability commitments, we link our executive compensation to
our Sustainability Scorecard performance. This complements the extensive efforts that inform our approach to
sustainability matters to drive behaviors and create outcomes that make a positive impact on the planet,
people, and communities in which we operate.
Determination of Payout for 2024
The ESG Committee is responsible for determining and assessing the Company’s Sustainability Scorecard
objectives, certifying results, and recommending a performance rating to the C&T Committee, who reviews this
information to determine and approve the Sustainability Scorecard payout.
The ESG Committee performed a comprehensive review of the Company’s 2024-2026 Sustainability Scorecard
objectives and determined that, in aggregate, the Company achieved just above target overall results on its
2024-2026 Sustainability Scorecard objectives for 2024. In support of this overall rating, the C&T Committee
approved a payout of 115% out of a maximum 200%.
The Year One achievements of each component of our 2024-2026 Sustainability Scorecard objectives are
summarized below. For additional details on how each metric is measured and our 2024 results, please see the
section entitled “Corporate Sustainability."
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API Component – 25% of Annual Cash Incentive (Audited Information)
The API objectives for the Chair and CEO are established at the start of the year. Similar to our BPI
performance objectives, API objectives are set at “stretch” levels (i.e., objectives that are difficult and
challenging but should be achievable with superior execution) using a rigorous evaluation process.
Each February, the C&T Committee reviews and approves the Chair and CEO’s API objectives for the new fiscal
year and evaluates the prior-year API performance to determine the payout for the API component of his
annual cash incentive.
If the Chair and CEO failed to achieve any of his objectives, the API multiple would likely be 0%, absent any
mitigating factors. If the executive director met some, but not all, of the objectives, the API multiple would fall
between the range of 0% to 200%, depending upon the number of objectives accomplished, their relative
importance and difficulty as determined by the C&T Committee, and any factors that may have prevented
achievement of certain objectives.
For 2024, the Chair and CEO received an API rating of 170%.
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The objectives, achievements, as well as the C&T Committee’s assessment were as follows:
Douglas J. Pferdehirt
170 %
Chair and CEO
Overall Rating
Objective
Achievements
Above expectations
Shareholder Returns:
} Create shareholder value
} Achieve debt reduction
} Expand shareholder
distributions
} 2024 TSR significantly outperformed our peers and the OSX index
} Reduced the Company’s gross and net debt position, exceeding the debt leverage target and
achieving investment grade ratings
} Distributed $486 million to shareholders through dividends and share repurchases in 2024 and
authorized additional share repurchase of up to $1 billion in October 2024
Above expectations
Strategy and Growth:
} Advance strategic financial
objectives
} Advance technology
partnerships, and strategic
alliances
} Advance transformation
} Both business segments outperformed 2024 financial targets, resulting in the Company
exceeding targets for total Company Adjusted EBITDA Margin, free cash flow, revenue, inbound
orders, and ROIC
} Achieved key technology partnerships, including key strategic alliance with Prysmian to further
accelerate the global demand for renewable electricity
} Advanced the Company’s Industrialization and Transformation objectives, including
implementation of lean operating working models across the business to enhance cross-
functional collaboration, problem solving, and decision making
Above expectations
Execute on Key Business Deliverables:
} Deliver profitable growth for
Subsea and Surface businesses
} Continue to grow New Energy
business
} Delivered above-target inbound orders, revenue, and EBITDA for our Subsea business
} Delivered record iEPCI™ awards for our Subsea business
} Advanced targeted actions to refocus Surface business, including successful divestment of Measurement
Solutions business, optimization of Americas portfolio, and ramped up activity in the Middle East
market
} Developed industry’s first all-electric system for carbon transportation and storage and secured North
Endurance Partnership project
Above expectations
Organizational Readiness:
} Ensure succession planning in
place
} OneERP Transformation
} Continued succession planning and talent development initiatives to enhance the breadth and
depth of succession plans, promote varied perspectives, and ensure equitable opportunities in
leadership progression and talent acquisition
} Successfully delivered the OneERP process design on schedule and within budget
Below expectations
Promote Foundational Beliefs:
} Integrity – Engage/advance
industry progress in Human
Rights
} Achieve 2024 sustainability
objectives
} HSE (Health, Safety and
Environmental) – Achieve
Safe Day targets and zero
fatalities
} Promoted human rights through active industry leadership, and more than doubled the number
of key supplier audits for human rights standards
} Led the dedication of over 58,000 volunteer hours to support our communities
} Increased renewable energy usage to 60% of the 2023 baseline
} Achieved meaningful Year 1 progress within the 2024-2026 Sustainability Scorecard (see the
section entitled “Corporate Sustainability” in the Strategic Report)
} Actively led TechnipFMC as a top contributor to both the United Way and American Heart
Association
} Number of Safe Days in 2024 were below target
} A workplace fatality occurred in 2024
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Determination of 2024 Annual Cash Incentive Payout for the Chair and CEO (Audited Information)
The Chair and CEO’s 2024 annual cash incentive payout was calculated to be $2,798,242 based on the
following table:
Chair and CEO
Target Bonus
(% of Salary)
BPI Rating
(75%
Weight)
API Rating
(25%
Weight)
Overall
Weighted
Rating
Actual
Bonus (% of
salary)
Actual
Bonus ($)
Douglas J. Pferdehirt
135%
151%
170%
156%
211%
$2,798,242
Long-Term Equity Incentives (Audited Information)
Annual long-term equity incentive awards, granted in the form of TechnipFMC equity, represent the largest
component of the Chair and CEO’s annual target compensation opportunity, grounded in our compensation
philosophy of paying for performance and aligning our Chair and CEO’s interests with those of our
shareholders. Awards are made in the form of two complementary vehicles — PSU awards and RSU awards —
providing a balanced focus on performance, sustainable long-term value creation, and retention.
The C&T Committee reviews and approves equity awards for our Chair and CEO on an annual basis. The awards
are based on market competitiveness on total target compensation and aim to provide appropriate levels of
retention and incentives for achieving the Company’s long-term goals.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
In March 2022, the C&T Committee approved a long-term incentive grant for each non-executive director with
70% of the total grant opportunity based on relative TSR and ROIC objectives for the three-year performance
period beginning January 1, 2022, and ending December 31, 2024. Each PSU represented the right to receive
one Ordinary Share at target levels with the final number of Ordinary Shares earned determined based on
performance for the three-year performance period.
The performance measures for the 2022 PSU awards were as follows:
} Relative TSR performance: Relative TSR measures the growth in the stock price for the applicable
performance period, including the impact of reinvested dividends, relative to the Company’s peers. For
purposes of calculating TSR, the volume weighted average share price (“VWAP”) is used for both the first
and last month of the measurement period, and dividends paid during the period are assumed to be
reinvested. If our TSR is negative for the performance period, the payout in respect of the TSR element is
capped at target, regardless of our relative performance. For the 2022 PSU awards, the Company’s TSR for
the 2022-2024 measurement period was compared to its TSR Peer Group to determine its relative TSR
performance.
} ROIC: ROIC is used to evaluate how effectively the Company uses capital over the three-year performance
period to generate financial returns. ROIC is calculated as average net operating profit after tax, divided
by average invested capital over the three-year measurement period. For the 2022 PSU awards, the
performance during the 2022-2024 measurement period was based on the improvement in ROIC from a
2021 baseline, as measured in basis points (“bps”).
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In February 2025, the C&T Committee approved the performance results and payouts for the 2022 PSUs
granted as described below:
Performance
Measure
Weight of
Performance
Measure
Threshold
(50% payout)
Target
(100% payout)
Maximum
(200% payout)
Results
Payout
Relative TSR
50%
25th percentile
50th percentile
75th percentile
>75th Percentile
200%
ROIC
50%
200 bps
300 bps
400 bps
> 400 bps
200%
For the 2022-2024 performance period, the weighted PSU payout was 200%.
2024 Long-Term Equity Incentive (Audited Information)
For 2024, the C&T Committee set the target value of equity awards for our Chair and CEO with reference to
market median peer group total compensation data. The table below sets forth the Long-Term Incentive target
value for the Chair and CEO for 2023 and 2024. The target value is based on the Chair and CEO’s base salary at
the time of the award multiplied by his target long-term incentive percentage of 785%.
Chair and CEO
2023 Long-Term Incentive Target Award
2024 Long-Term Incentive Target Award
Douglas J. Pferdehirt
$10,430,295
$10,430,295
2024 Performance Stock Unit Awards (70% of Equity Award) – Conditional
Share Awards – (Audited Information)
The C&T Committee sets the performance targets associated with PSU awards prior to the beginning of each
three-year performance period. For awards in 2024, PSU awards comprised 70% of the total long-term equity
award, and payout will be based on relative TSR performance and ROIC for the three-year period of
2024-2026.
We believe that these are meaningful measures of our long-term performance and motivate our Chair and CEO
to achieve superior share price compared to our key competitors, thus aligning their interests with shareholder
interests. We further reinforce this by requiring a minimum threshold of relative performance for payout and
by capping payout in the case of negative TSR.
PSU Measure
Weight
Definition
Why It Matters
Relative TSR
Cumulative three-year
increase in volume-
weighted-average share
price and reinvestment of
dividends relative to a
peer group
Assesses our overall performance in the eyes of
our shareholders and the broader stock market,
relative to companies with which we compete for
shareholder investments and customers
ROIC
Average net operating
profit after tax, divided by
average invested capital
over the three-year
measurement period
Assesses our profitability and how effectively we
use capital over the three-year period to generate
financial returns
The relative TSR performance for our 2024 PSU awards will be measured against a group of companies
(collectively, the “Relative TSR Peer Group,” and each a “TSR Peer”) that the C&T Committee believes best
reflects the companies that we compete with for both shareholder investments and customers, have
comparable median market capitalization and revenue to TechnipFMC, and are exposed to similar markets in
terms of industry and global scope.
Directors' Remuneration Report
108 TechnipFMC
U.K. Annual Report and Accounts
2024 Relative TSR Peer Group
Baker Hughes Company
Nabors Industries Ltd.
Transocean Ltd.
ChampionX Corp.
National Oilwell Varco, Inc.
Oceaneering International, Inc.
Core Laboratories N.V.
SLB
Halliburton Company
Subsea 7 S.A.
The vesting date for the 2024 PSU awards is February 20, 2027, with a performance period of January 1,
2024 through December 31, 2026.
The C&T Committee approved the following targets for the 2024 PSU awards:
Relative TSR
The relative TSR payout scale for the 2024-2026 PSU award is outlined below:
Performance Achievement
Relative TSR Performance
Payout
(% of earned PSUs)
Below Threshold
Below 25th percentile
0%
Threshold
25th percentile
50%
Target
50th percentile
100%
Maximum or above
75th percentile or greater
200%
Note: If the Company’s absolute TSR is negative for the performance period, the payout in respect of the TSR element will be capped at
target, regardless of our relative performance. For performance achievement between the levels identified above, payout percentage will be
interpolated on a straight-line basis.
Return on Invested Capital (ROIC)
ROIC measures our profitability and how effectively the Company uses capital over the three-year performance
period to generate financial returns. The 2024-2026 ROIC target is calculated as average net operating profit
after tax, divided by average invested capital over the three-year measurement period.
The performance and payout thresholds for ROIC performance are outlined below. The target and results for
the ROIC three-year performance period of 2024-2026 will be disclosed at the end of the performance period.
Performance Achievement
Payout
(% of earned PSUs)
Below Threshold
0%
Threshold
50%
Target
100%
Maximum or above
200%
Directors' Remuneration Report
U.K. Annual Report and Accounts
TechnipFMC 109
PSU Grant Detail
2023 PSU Grant1
2024 PSU Grant2
Number of PSUs / conditional share awards awarded
521,142
370,243
Share Price on Grant Date
$14.01
$19.72
Face Value on the date of award
$7,301,199
$7,301,192
Face Value of award as a % salary
549%
549%
Face Value on the date of award at maximum performance
$14,602,399
$14,602,384
Face Value of award at maximum performance as a % salary
1099%
1099%
(1) Calculated using the grant price, equal to the closing price on the NYSE on February 17, 2023.
(2) Calculated using the grant price, equal to the closing price on the NYSE on February 16, 2024.
2024 Time-Based RSU Awards (30% of Equity Award) – Conditional Share
Awards (Audited Information)
Time-based RSU awards further align our Chair and CEO’s interests with the interests of our shareholders by
incentivizing them to increase share price, while reinforcing the retention impact of our compensation program.
The number of RSUs granted to our Chair and CEO was determined by dividing the target value set for our
Chair and CEO by the closing price of the Company’s Ordinary Shares on the NYSE on the date prior to the
grant date. One third (1/3) of the RSUs vest on the first, second, and third anniversaries of the 2024 grant date.
RSU Grant Detail
2023 RSU
Grant1
2024 RSU
Grant2
Number of RSUs / conditional share awards
223,346
158,675
Share Price on Grant Date
$14.01
$19.72
Face Value on the date of award
$3,129,077
$3,129,071
Award as a % salary
235%
235%
(1) Calculated using the grant price, equal to the closing price on the NYSE on February 17, 2023.
(2) Calculated using the grant price, equal to the closing price on the NYSE on February 16, 2024.
Directors' Remuneration Report
110 TechnipFMC
U.K. Annual Report and Accounts
Clawback Policy
The Company has a clawback policy that enables us to recoup and/or cancel previously awarded compensation
in defined situations.
Covered Employees
}
Executive officers subject to the reporting requirements of Section 16 of
the Exchange Act
}
By definition, this includes the Chair and CEO
Covered Compensation
}
Cash and equity that is granted earned or vested based on the attainment
of financial reporting measures and other incentive compensation
Triggering Events
}
Restatement of the Company’s quarterly or annual financial statements
resulting in erroneously awarded compensation
}
Illegal acts, including fraud, material theft of Company assets, bribery,
corruption, gross negligence, and willful misconduct
C&T Committee
Authority
}
Administer, interpret, and construe the policy
}
Cancel previously granted compensation, in part or in whole, whether
vested or deferred
}
Clawback previously earned or erroneously awarded compensation by
requiring the executive officer to repay the Company any gain realized or
payment received
}
Reduce or offset future incentive compensation
Directors' Remuneration Report
U.K. Annual Report and Accounts
TechnipFMC 111
Statement of Directors’ Shareholding and Share
Interests
Share Ownership and Retention Requirements (Audited Information)
The C&T Committee oversees the Company’s directors’ share ownership and retention policy to ensure a
continuing alignment of director and shareholder interests.
None of the Directors exercised stock options in 2024.
Share Ownership Requirement
Our Chair and CEO is required to own shares in an amount equal to six times his base salary. Qualifying shares
include ordinary shares, time-based RSU awards, and performance-based RSUs when the results for the
relevant performance period are final and approved. Unexercised stock options, performance-based RSUs
where the results for the relevant period are not final and approved, and shares held in Company retirement
plans are not included in the ownership calculation. An executive director has five years to satisfy an
ownership multiple, pro-rated 20% each year, from the effective date of the appointment.
Our Chair and CEO met his full share ownership requirement as of December 31, 2024.
Share Retention Requirements
An executive director may not transfer Company securities until the ownership requirement is met and must
maintain compliance with the ownership requirements after any transfer of shares. The purpose of this
requirement is to strengthen the interests of the executive director with the long-term interest of our
shareholders through the ownership and retention of significant equity compensation. We regularly evaluate
and monitor compliance with our share ownership and retention policy, and the Board will review compliance
on at least an annual basis. All executive directors met their pro rata ownership and retention requirements
under the Company’s policy in 2024.
The table below sets forth the beneficial interests in the share capital of the Company held by our Chair and
CEO and his connected persons for the period ending December 31, 2024:
Name
Share
Ownership
Requirements
(% of salary)
Number
of
Shares
Required
to Hold1
Number
of Shares
Owned
Outright
(including
Connected
Persons)
Vested but
Unexercised
Stock
Options
Unvested
and
Unexercised
Stock
Options
RSUs
Time
Based
RSUs
Subject to
Performance
Conditions2
Weighted
Average
Exercise
Price of
Vested
Options
Weighted
Average
Period to
Vest of
RSUs
Chair
and CEO
600%
275,473 1,742,283
970,547
—
945,024
1,753,060
$20.38
8.32
(1) Number of Shares Required to Hold is based on the share price of $28.94 as of December 31, 2024. An executive director has five years
from appointment to meet the full ownership requirements. Unexercised Stock Options and RSUs Subject to Performance Conditions where
the results for the performance period are not final and approved are not used to meet ownership requirements. No stock options were
exercised in 2024.
(2) Represents number of shares at target. Maximum possible payout is 200% of target, or 3,506,120 RSUs.
Directors' Remuneration Report
112 TechnipFMC
U.K. Annual Report and Accounts
TSR Performance Graphs and Table for the Chair and CEO
The figure below indicates the Company’s TSR performance against the OSX index from January 17, 2017
through December 31, 2024. Note that the OSX index is not used for plan payout but provided as a reference
point to demonstrate TSR performance for the oil service industry as a whole during this period. The OSX index
is an index of companies in the oil services sector, and we consider it an appropriate benchmark for our
performance.
Indexed TSR
TechnipFMC 8-Year TSR Performance vs OSX Index
TechnipFMC
OSX Index
Jan
17
Jul
17
Dec
17
Jul
18
Dec
18
Jul
19
Dec
19
Jul
20
Dec
20
Jul
21
Dec
21
Jul
22
Dec
22
Jul
23
Dec
23
Jul
24
Dec
24
$0
$20
$40
$60
$80
$100
$120
$140
Summary of Chair
and CEO Pay1
2018
2019
2020
2021
2022
2023
2024
Total Single Figure of
Remuneration
$5,437,504
$7,861,135
$6,282,074 $20,092,366
$6,493,597 $50,761,830 $57,092,830
Annual Cash Incentive Award
Paid as a % of Maximum
65%
87%
50%
81%
62%
82%
78%
Long-Term Incentive Award Paid
as a % of Maximum
0%
25%
12.5%
50%
0%
100%
100%
(1) For more details on the calculation of the Total Single Figure of Remuneration, please see the section entitled "Executive Director's Single
Figure Table." Data shown is the data for Douglas Pferdehirt.
Directors' Remuneration Report
U.K. Annual Report and Accounts
TechnipFMC 113
Percentage Change in Remuneration of the Chair and CEO, non-executive
directors, and employees
The following table shows the percentage change in base salary, annual cash incentive, and benefits for our
Chair and CEO, non-executive directors, and for the average of all employees of the Company in the U.S. The
Company considers that the remuneration of employees in the U.S. is an appropriate comparator against that of
the Chair and CEO, rather than of the whole Company, on the basis that the Chair and CEO’s remuneration
tracks market practice and the regulatory environment in the U.S. and U.K./Europe. TechnipFMC plc has a
limited number of employees, and comparison versus this group would not provide meaningful information.
2023 to 2024
2022 to 2023
2021 to 2022
2020 to 2021
2019 to 2020
Salary
Bonus
Benefits
Salary
Bonus
Benefits
Salary
Bonus
Benefits
Salary
Bonus
Benefits
Salary
Bonus
Benefits
Douglas J.
Pferdehirt
0%
-5%
-23%
8%
42%
27%
0%
-23%
-28%
30%
62%
26%
-30%
-43%
-9%
Average US
Employee
7.4%
7.9%
-64%
6.3%
49%
47%
1.5%
39.0%
7.7%
125%
129%
2.7%
20.5%
-11.1%
-11.5%
Non-
Executive
Directors
2023 to 2024
2022 to 2023
2021 to 2022
2020 to 2021
2019 to 2020
Salary1
Bonus
Benefits2
Salary
Bonus
Benefits
Salary
Bonus
Benefits
Salary
Bonus
Benefits
Salary
Bonus
Benefits
Eleazar de
Carvalho
Filho
11%
N/A
325%
7%
N/A
100%
0%
N/A
-100%
30%
N/A
-88%
-20%
N/A
230%
Claire S.
Farley
5%
N/A
0%
-2%
N/A
0%
0%
N/A
0%
30%
N/A
0%
-20%
N/A
N/A
Robert
Gwin
39%
N/A
0%
0%
N/A
0%
—
—
—
—
—
—
—
—
—
Peter
Mellbye
0%
N/A
0%
-4%
N/A
351%
0%
N/A
100.0 %
30%
N/A
-89%
-20%
N/A
281%
John
O'Leary
4%
N/A
-80%
4%
N/A
100%
0%
N/A
-100%
30%
N/A
-88%
-20%
N/A
230%
Margareth
Øvrum
5%
N/A
110%
0%
N/A
-63%
0%
N/A
589 %
30%
N/A
0%
N/A
N/A
N/A
Kay G.
Priestly
4%
N/A
-80%
4%
N/A
414%
0%
N/A
-83%
30%
N/A
-31%
-20%
N/A
230%
John
Yearwood
4%
N/A
-80%
0%
N/A
100%
0%
N/A
-100%
30%
N/A
-85%
-20%
N/A
N/A
Sophie
Zurquiyah
5%
N/A
-2%
0%
N/A
403%
0%
N/A
-65%
—
—
—
—
—
—
Pascal
Colombani
—
—
—
—
—
—
—
—
—
—
—
—
-2%
N/A
230%
Marie-Ange
Debon
—
—
—
—
—
—
—
—
—
—
—
—
-17%
N/A
230%
Didier
Houssin
—
—
—
—
—
—
—
—
—
—
—
—
-22%
N/A
230%
Joseph
Rinaldi
—
—
—
—
—
—
—
—
—
—
—
—
-20%
N/A
36%
James M.
Ringler
—
—
—
—
—
—
—
—
—
—
—
—
-16%
N/A
69%
Arnaud
Caudoux
_
_
_
_
_
_
_
_
_
_
_
_
N/A
N/A
N/A
Directors' Remuneration Report
114 TechnipFMC
U.K. Annual Report and Accounts
(1) For Non-Executive Directors, amount provided is annual cash retainer and meeting fees. In 2024, the annual cash retainer was increased to
$105,000, which resulted in an increase in salary for all non-executive directors. Mr. de Carvalho Filho was appointed to the chair of the
ESG committee after the second quarter of 2023 resulting in an increase in salary. Mr. Gwin was appointed to the board in February 2023,
his 2024 salary increase is related to his attendance at all board and committee meetings in 2024.
(2) Non-Executive Directors taxable benefits for 2024 include U.K. tax preparation assistance and Spousal Travel. The taxable benefits for
2024 for Mr. de Carvalho Filho include: U.K. tax preparation fees of $436 and spousal travel of $9,018; for Mr. Gwin: U.K. tax preparation
fees of $1,001; for Mr. O'Leary: U.K. tax preparation fees of $436; for Ms. Øvrum: U.K. tax preparation fees of $1,312 and spousal travel of
$3,370; for Ms. Priestly: U.K. tax preparation fees of $436; for Ms. Yearwood: U.K. tax preparation fees of $436; and for Ms. Zurquiyah:
spousal travel of $2,433. In 2023, the only taxable benefit utilized was U.K. tax preparation assistance.
Payments to Past Directors (Audited Information)
The Company made no payments to past directors for the period under review.
Payments for Loss of Office (Audited Information)
The Company made no payments to past directors for the period under review.
CEO Pay Ratio Reporting
The table below sets out the ratio at median, 25th and 75th percentile of the total remuneration received by
our Chair and CEO compared to the total remuneration received by our U.K. employees — as well as comparing
to base salary only. Total remuneration reflects all remuneration received by an individual in respect of the
relevant years, and includes salary, benefits, pension benefits, and value received from incentive plans.
Financial
year
Total Remuneration
Base Salary Only
Option
P25
(Lower Quartile)
P50
(Median)
P75
(Upper Quartile)
P25
(Lower Quartile)
P50
(Median)
P75
(Upper Quartile)
2024
C
956:1
762:1
541:1
26:1
21:1
15:1
2023
C
872:1
696:1
491:1
27:1
21:1
16:1
2022
C
118:1
98:1
71:1
26:1
22:1
17:1
2021
C
335:1
271:1
200:1
24:1
19:1
16:1
2020
C
113:1
89:1
64:1
21:1
16:1
12:1
2019
C
133:1
115:1
80:1
24:1
22:1
15:1
Financial year
U.K. Employees
CEO
P25
P50
P75
Base
Salary
Total
Remuneration
Base
Salary
Total
Remuneration
Base
Salary
Total
Remuneration
Base
Salary
Total
Remuneration
2024
$1,328,720
$57,092,830
$51,375
$59,723
$63,575
$74,920
$89,758
$105,438
The Company has decided to use Option C to select the P25, P50, and P75 employees. This option was chosen
since this provided the most reliable and accurate data to be used for pay ratio reporting, based on our system
capabilities. The data used was as of December 31, 2024. The C&T Committee considers the median pay ratio to
be consistent with the Company's pay and progression policies. We used a database that includes base salary,
benefits, pensions, and incentive plans and selected the employees by comparing them on a full-time
equivalent basis among 2,086 employees. For each of the percentiles, we selected a sample of 20 employees
around the percentile, added overtime and shift allowance, and used the median of that sample. Overtime and
Directors' Remuneration Report
U.K. Annual Report and Accounts
TechnipFMC 115
shift allowance has the highest impact in this quartile. Due to operational constraints, we are not able to build a
database, including those extra elements for all employees. There has been no deviation from the single figure
methodology in calculating the total remuneration for the three quartile employees, and the methodology
applied is the same since 2019.
Relative Importance of Spend on Pay
The table below sets out data for 2023 and 2024.
Relative spend information
2023
2024
% Change
Remuneration for All Global Employees
$1,492,127,000
$1,531,442,002
2.6%
Distributions to Shareholders1
$248,679,271
$485,988,315
95%
(1) The distributions to shareholders for 2023 included $205,134,053 in share repurchases and $43,545,217 in dividends. For 2024, they
included $400,119,736 in share repurchases and $85,868,579 in dividends.
Remuneration of Non-Executive Directors (Audited Information)
The following table presents the fees paid to the Company’s current and former non-executive directors for the
year ended December 31, 2024, pursuant to our current Directors’ Remuneration Policy, which was approved
at our 2024 Annual General Meeting. Our current Chair and CEO, Mr. Pferdehirt, is not included in the table
below as he was an employee during 2024 and did not receive any additional compensation for his service as
a director.
Board of Director Members
Non-Executive
Director
2023 ($000s)
2024 ($000s)
Base
fees1
Additional
fees1
Stock
Awards2
Taxable
benefits3
Total
Base
fees1
Additional
fees1
Stock
Awards2
Taxable
benefits3
Total
Eleazar de Carvalho
Filho
100
17.5
175
2.2
294.7
105
25
185
9.5
324.5
Claire S. Farley
100
57.5
175
-
332.5
105
60
185
-
350
Robert Gwin4
100
7.5
189.5
-
279
105
10
185
1
301
Peter Mellbye5
50
12.5
-
2.6
65.1
-
-
-
-
-
John O'Leary
100
30
175
2.2
307.2
105
30
185
0.4
320.4
Margareth Øvrum
100
10
175
2.2
287.2
105
10
185
4.6
304.6
Kay G. Priestly
100
35
175
2.2
312.2
105
35
185
0.4
325.4
John Yearwood
100
20
175
2.2
297.2
105
20
185
0.4
310.4
Sophie Zurquiyah
100
10
175
2.5
287.5
105
10
185
2.4
302.4
(1) Includes the amount of fees paid for attendance at committee meetings and additional fees paid to the Chair of each Board committee and
to the Lead Independent Director.
Directors' Remuneration Report
116 TechnipFMC
U.K. Annual Report and Accounts
(2) For 2023, the market value of the RSUs granted was calculated using the closing price of the Company’s Ordinary Shares on the NYSE of
$14.01 on February 17, 2023. For 2024, the market value of the RSUs was calculated using the closing price of the Company’s Ordinary
Shares on the NYSE of $19.72 on February 16, 2024. The annual RSU grant vests after one year of service but is settled in Ordinary Shares
on a date elected by the non-executive director that is either (a) after a period of one to 10 years from the grant date or (b) upon their
separation from Board service. The restricted stock units are forfeited if a director leaves service on the Board prior to the vesting date of
the restricted stock units, except in the event of death or disability for a change in control of the Company.
(3) Amounts for 2023 represent tax assistance for U.K. tax preparation fees as utilized by each respective director. Amounts for 2024 for Mr.
de Carvalho Filho include: U.K. tax preparation fees of $436 and spousal travel of $9,018; for Mr. Gwin: U.K. tax preparation fees of
$1,001; for Mr. O'Leary: U.K. tax preparation fees of $436; for Ms. Øvrum: U.K. tax preparation fees of $1,312 and spousal travel of $3,370;
for Ms. Priestly: U.K. tax preparation fees of $436; for Ms. Yearwood: U.K. tax preparation fees of $436; and for Ms. Zurquiyah: spousal
travel of $2,433.
(4) Mr. Gwin joined the Board of Directors on February 1, 2023. In addition to the annual equity grant of $175,000, he received a pro rata
award for his service prior to the February 20, 2023 Board of Directors meeting.
(5) Mr. Mellbye retired from the board on April 28, 2023, Mr. Mellbye had an additional $435.94 in trailing U.K. tax services for 2023 that was
billed in 2024.
Director Share Ownership (Audited Information)
To further align the interests of non-executive directors with the interests of the Company’s shareholders, each
non-executive director is subject to a share ownership requirement of five times the annual cash retainer. The
following table shows, as of December 31, 2024, the number of our Ordinary Shares owned by each of our
non-executive directors.
Non-Executive Director
Share
ownership
requirements
Number
of shares
required
to hold
Number
of shares
owned
outright1
Interest in
shares
Total
number of
shares held3
Eleazar de Carvalho Filho
$
525,000
18,141
94,601
9,381
103,982
Claire S. Farley
$
525,000
18,141
159,604
9,381
168,985
Robert Gwin2
$
210,000
7,256
13,531
9,381
22,912
John O'Leary
$
525,000
18,141
118,695
9,381
128,076
Margareth Øvrum
$
420,000
14,513
65,766
9,381
75,147
Kay G. Priestly
$
525,000
18,141
114,256
9,381
123,637
John Yearwood
$
525,000
18,141
98,638
9,381
108,019
Sophie Zurquiyah
$
315,000
10,885
56,628
9,381
66,009
(1) Includes Ordinary Shares owned by the individual and Ordinary Shares subject to RSUs credited to individual accounts of non-executive
directors as part of the annual equity grant. As of December 31, 2024, the number of Ordinary Shares subject to RSUs credited to each
non-executive director as part of the annual equity grant was 12,491. The annual RSU grant vests after one year of service but is settled in
Ordinary Shares on a date elected by the non-executive director that is either:
(a)
after a period of one to 10 years from the grant date; or
(b)
upon their separation from Board service. RSUs granted prior to 2020 vested after one year of service and will be settled upon
separation from Board service. Directors have no power to vote or dispose of shares underlying the RSUs until they are distributed.
Until such distribution, these directors have an unsecured claim against us for such units.
(2) Mr. Gwin joined the Board of Directors on February 1, 2023. In addition to the annual equity grant of $175,000, he received a pro rata
award for his service prior to the February 20, 2023 Board of Directors meeting.
(3) All of our Directors met their applicable share ownership requirements as of December 31, 2024.
Directors' Remuneration Report
U.K. Annual Report and Accounts
TechnipFMC 117
Application of the Policy in 2025
Compensation for directors is recommended annually by the C&T Committee with the assistance of its
independent compensation consultant and approved by the Board. The C&T Committee is submitting a revised
Remuneration Policy for shareholder approval that is subject to a binding shareholders’ vote and incorporates
the ability to grant a special, one-time PSU award to certain key executive officers, including our Chair and
CEO, under a proposed Value Creation Plan (as detailed in the updated Remuneration Policy below).
The Directors’ Remuneration for 2025 is as follows:
Base Salary
Chair and CEO Base salary for 2025 is $1,450,000.
Pension and Other Retirement Benefits
No changes are being made.
Annual Bonus
The Chair and CEO annual target cash annual bonus opportunity for 2025 is 150% of annual base salary, with a
maximum payout of 300%, and is in line with the Directors’ Remuneration Policy.
After a comprehensive review with our independent compensation consultant and informed by valuable
shareholder feedback, the C&T Committee approved the following changes to the 2025 annual cash incentive
framework:
} Enhanced Financial Focus: The combined weight of financial measures—Adjusted EBITDA Margin and free
cash flow—will increase from 50% to 70%, underscoring their critical role in driving business results and
shareholder value.
} Heightened Emphasis on Individual Performance: The weight of the individual performance component
will increase from 25% to 30%, further prioritizing the achievement of key objectives by each executive
director. These measures will continue to align with key strategic business objectives, including
sustainability targets and other strategic initiatives tailored to each executive’s role.
Under this updated framework, the 2024-2026 Sustainability Scorecard metric will no longer serve as a
standalone element of the annual cash incentive. Nevertheless, strategic sustainability goals will remain
embedded within the individual performance component for each executive director, ensuring that
sustainability objectives remain integral to our strategy.
These adjustments reflect our commitment to further aligning executive incentives with shareholder interests
while maintaining a robust pay-for-performance culture, and in doing so, the C&T Committee has ensured that
these changes support both immediate business priorities and long-term strategic objectives. Details on 2025
targets and achievements will be provided in our 2026 Proxy Statement.
The measures and weightings for the year will be as follows:
Financial Objectives
70%
Adjusted EBITDA Margin
35%
Free Cash Flow
35%
Strategic Personal Objectives
30%
Total
100%
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The 2025 Adjusted EBITDA Margin and Free Cash Flow Conversation targets are commercially sensitive but
align with our 2025 fiscal year plan. The 2025 targets and actuals for these financial objectives as well as
individual strategic objectives and their results will be disclosed in our 2025 U.K. Annual Report.
2025 Long-Term Equity Incentive Plan
The 2025 long-term incentive target for our Chair and CEO is 785% of annual Base salary and is in line with the
Directors’ Remuneration Policy. The award consists of RSUs (30%) and PSUs (70%). The PSU performance
measures are relative TSR and ROIC, each weighted equally at 50%, and have a performance period beginning
on January 1, 2025, and ending December 31, 2027. Payout for PSUs range from 0% to 200% of target based
on results.
See table below for more details on the annual 2025 long-term equity grant:
Long-Term
Equity
Weighting
Vesting
Performance
Measure
Why It Matters
Performance
Stock Units
Three-year cliff vesting
Relative TSR (50% of
PSU award)
ROIC (50% of PSU
award)
Performance is
measured over a three-
year period and subject
to three-year cliff
vesting
TSR assesses our
overall performance in
the eyes of our
shareholders and the
broader stock market,
relative to companies
with which we compete
for shareholder
investments and
customers.
ROIC assesses our
profitability and how
effectively we use
capital over the three-
year period to generate
financial returns.
Restricted
Stock Units
Three-year ratable
vesting with 1/3
vesting each year
N/A
Further aligns our Chair
and CEO’s interests
with the interests of
our shareholders by
incentivizing them to
increase share price,
while reinforcing the
retention impact of our
compensation program.
We believe that both ROIC and relative TSR closely align with value creation, are meaningful measures of our
long-term performance, and motivate our executives to generate returns and achieve superior share price
compared to our key competitors, thus aligning their interests with shareholder interests. We further reinforce
this by requiring a minimum threshold of relative performance for payout and by capping payout in the case of
negative TSR.
The relative TSR performance for our 2025 PSU awards will be measured against our Relative TSR Peer Group
that the C&T Committee believes best reflects the companies that we compete with for both investments and
customers. The financial and operational performance of these companies are directly relevant to TechnipFMC,
and are all subject to similar macro-economic factors. The 2025 relative TSR peer group is outlined below:
Directors' Remuneration Report
U.K. Annual Report and Accounts
TechnipFMC 119
2025 Relative TSR Peer Group
Baker Hughes
Nabors Industries Ltd.
Transocean Ltd.
Champion X Corp.
National Oilwell Varco, Inc.
Oceaneering International, Inc.
Core Laboratories N.V.
SLB
Weatherford International plc1
Halliburton Company
Subsea 7 S.A.
(1)
New TSR peer for 2025.
Relative TSR Performance
The Relative TSR payout scale for the 2025-2027 PSU award is outlined below:
Performance Achievement
Relative TSR
Performance
Payout
(% of earned PSUs)
Below Threshold
Below 25th percentile
0%
Threshold
25th percentile
50%
Target
50th percentile
100%
Maximum or above
75th percentile or greater
200%
Note: If the Company’s absolute TSR is negative for the performance period, the payout in respect of the TSR element will be capped at
target, regardless of our relative performance. For performance achievement between the levels identified above, payout percentage will be
interpolated on a straight-line basis.
Return On Invested Capital
The 2025-2027 ROIC target was calculated as average net operating profit after tax, divided by average
invested capital over the three-year measurement period. This will measure our profitability and how
effectively the Company uses capital over the three-year performance period to generate financial returns. The
2025-2027 ROIC target is commercially sensitive and will be disclosed at the end of the performance period,
but it aligns with the Company’s long-term plan at the time it was approved. The payout thresholds based on
target and actual ROIC results are noted below:
Performance Achievement
Payout
(% of earned PSUs)
Below Threshold
0%
Threshold
50%
Target
100%
Maximum or above
200%
Perquisites
For 2025, the C&T Committee approved a travel allowance for the Chair and CEO of $150,000 (gross) to use
towards spousal travel during select business trips and offset incremental travel costs not considered a
business expense.
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120 TechnipFMC
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Value Creation Plan
Subject to shareholders approving the revised Remuneration Policy at the 2025 Annual General Meeting,
certain key executives, including our Chair and CEO, are expected to receive a special one-time PSU award
under the new Value Creation Plan. The Value Creation Plan is intended to complement the annual equity
grants by setting ambitious targets that extend beyond our existing plans.
Since TechnipFMC's creation in 2017, we have prioritized proprietary technologies and innovative commercial
models to improve project economics for our clients. Our integrated engineering, procurement, construction,
and installation (iEPCI™) model streamlines subsea development by combining subsea production systems (SPS)
with subsea umbilicals, risers, flowlines (SURF), and installation. This reduces cycle times, enhances schedule
certainty, and optimizes capital efficiency.
New commercial models have strengthened our capital efficiency:
} iEPCI™: Shorter project cycles free up vessel capacity, enabling more work without fleet expansion.
} Vessel ecosystem: Strategic partnerships enhance iEPCI™ opportunities while optimizing capital
deployment.
} Subsea 2.0®: A standardized and configurable product architecture that more than doubles manufacturing
output without additional capital expenditures.
Alongside these advancements, our focus on execution—driven by simplification, standardization, and
industrialization (“SSI”)—continues to improve operational efficiency. Our rapid SSI adoption and visual
management tools drive continuous improvement, enhancing value for clients, and delivering stronger financial
returns. These strategic shifts have significantly improved profitability and cash generation while maintaining
disciplined manufacturing and fleet capacity.
As a result, we have achieved substantial increases in returns on our capital base, as captured by ROIC. Given
ROIC’s critical role in measuring our progress toward our strategic goals, it remains a cornerstone of our value
creation strategy and anchors our proposed Value Creation Plan, which will incentivize participants to continue
to advance our strategy beyond current achievements, driving higher ROIC performance and future stock price
growth aligned with shareholder interests.
The PSU awards under the Value Creation Plan will be subject to the achievement of two key performance
criteria:
(1) The Company must first achieve and maintain an ambitious ROIC target for a four-consecutive quarter
period (a “Performance Period”) that far exceeds the levels implied by the Company’s financial guidance
for 2025. If the ROIC target is not achieved within the four-year period ending December 31, 2028, then
the entire award will be forfeited.
(2) If the ROIC target is achieved, PSUs will be earned only if a 12-month volume weighted average share
price (“VWAP”) exceeds $35.00. As such, if a VWAP of $35.00 is not achieved within the four-year
period ending December 31, 2028, then zero PSUs will be earned, and the entire award would be
forfeited.
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TechnipFMC 121
Overall payout under the Value Creation Plan is capped at 3,600,000 PSUs. The maximum payout under the
Value Creation Plan to our Chair and CEO is 2,520,000 PSUs. If the VWAP exceeds $35.00, the number of PSUs
earned will be determined according to the schedule below.
Performance Achievement
PSU Tranche
Threshold VWAP ($)
Maximum VWAP ($)
Earned PSUs
Tranche 1
35.00
40.00
600,000
Tranche 2
40.00
45.00
600,000
Tranche 3
45.00
50.00
800,000
Tranche 4
50.00
55.00
800,000
Tranche 5
55.00
60.00
800,000
Maximum number of PSUs that may be earned
3,600,000
PSUs will be earned cumulatively as higher VWAP thresholds are met, meaning that if the VWAP reaches
$50.00 a total of 2,000,000 PSUs (i.e., Tranches 1, 2, and 3) will be earned. For VWAP values between tranche
thresholds, PSUs will be earned on a pro rata basis. For example, if the VWAP is $47.50, all PSUs from Tranche
1 (600,000) and Tranche 2 (600,000) will be earned, plus half of Tranche 3 (400,000), for a total of 1,600,000
PSUs. Aligned with our Long-Term Incentive Schemes, dividend equivalents, where allowed, are accrued on RSU
and PSU awards, including the Value Creation Plan PSU awards, and are payable only if and when the RSUs and
PSUs vest.
Any shares issued in respect of vested PSUs will be subject to a one-year, post-vesting retention period. The
C&T Committee is in the process of finalizing all terms and conditions of the Value Creation Plan, including the
VWAP measurement period, time-vesting and forfeiture conditions, and treatment in connection with certain
corporate transactions. PSUs will generally vest as they are earned; however, the C&T Committee retains
discretion to defer vesting to a later date.
Based on the number of shares outstanding as of March 3, 2025, achieving the ROIC target at a $60.00 share
price—more than double the share price on that date—would generate approximately $13.4 billion of
incremental equity value for shareholders (calculated using the closing price on March 3, 2025), with
approximately 1.6% of that increase earned by participants in the Value Creation Plan.
Return on Invested Capital
The C&T Committee believes the Value Creation Plan is fully aligned with the interests of the Company’s
shareholders. The plan is intended to motivate our executives to generate an exceptional ROIC, which it
believes will create long-term shareholder value and result in superior share price performance.
ROIC serves as a measure of profitability and how effectively the Company uses its capital to generate financial
returns. The ROIC target under the Value Creation Plan will be calculated based on net operating profit after tax
over a period of four consecutive quarters, divided by average invested capital over the same period. For
shareholders to benefit from the management actions taken to achieve the target, the minimum stock price
threshold must also be met for any payout to occur. The ROIC target is commercially sensitive as its
components contain competitive information. As such, it will be disclosed at the end of the Performance
Period.
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122 TechnipFMC
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Non-Executive Director fees
For the year ending December 31, 2024, our non-executive director compensation program consists of cash
consideration and restricted stock unit awards. The following table describes the components of our non-
executive director compensation program.
Compensation Element
Compensation 2024
Compensation 2025
% increase
Annual Retainer
$105,000 paid in cash.
$105,000 paid in cash.
0%
Annual Equity Grant
$185,000 in RSUs, vesting after one
year of service.
Non-executive directors can elect the
year in which they will take receipt of
the equity grants from either (a) a
period of one to 10 years from the
grant date or (b) upon their separation
from Board service. The elections are
made prior to the beginning of the
grant year and are irrevocable after
December 31 of the year prior to grant.
$185,000 in RSUs, vesting after one
year of service.
Non-executive directors can elect the
year in which they will take receipt of
the equity grants from either (a) a
period of one to 10 years from the
grant date or (b) upon their separation
from Board service. The elections are
made prior to the beginning of the
grant year and are irrevocable after
December 31 of the year prior to grant.
0%
Annual Chair Fee
$25,000 for Audit Committee
$25,000 for Audit Committee
0%
$20,000 for C&T Committee
$20,000 for C&T Committee
0%
$15,000 for Environmental, Social, and
Governance Committee
$15,000 for Environmental, Social, and
Governance Committee
0%
Annual Lead Independent
Director Fee
$50,000
$50,000
0%
Committee Member Fee
$2,500 per committee
$2,500 per committee
0%
Stock Ownership
Requirement
Five times annual retainer
Five times annual retainer
0%
Our Chair and CEO is an employee and does not receive any additional compensation for his service as a
director. Each non-executive director receives reimbursement for travel and other related expenses incurred in
connection with attending Board and committee meetings.
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TechnipFMC 123
Activities of the Compensation and Talent
Committee in 2024
Our C&T Committee comprises independent non-executive directors, who oversee our executive compensation
program and determine the compensation for our executive officers on behalf of the Board. The C&T Committee
is responsible for, among other things, reviewing, evaluating, and approving:
} The agreements, plans, policies, and programs of the Company to compensate its independent directors,
Chair and CEO, and other officers, as applicable;
} All awards of equity securities or equity derivatives to executive officers of the Company, as well as the
total number of equity securities or equity derivatives to be allocated to all other employees at the
discretion of the CEO, consistent with equity plans approved by the Company’s shareholders; and
} The Company’s global strategy and initiatives related to executive succession planning for designated
senior leadership roles and human capital development efforts.
The C&T Committee also reviews the Company’s incentive compensation arrangements to ensure that they do
not incentivize excessive risk-taking and evaluates compensation policies and practices that could mitigate any
such risk.
Additional information on the roles and responsibilities of the C&T Committee is provided in the section
entitled “Corporate Governance — Committees of the Board of Directors — C&T Committee” in our Proxy
Statement, and the charter of the C&T Committee may be viewed on our website at www.technipfmc.com under
the heading “About us > Corporate Governance.”
C&T Committee’s Independent Consultant
Under its charter, the C&T Committee has the sole authority to engage, retain, and terminate compensation
consultants, outside counsel, or any other advisors engaged to assist in the evaluation of compensation of
directors or executive officers, including the sole authority to approve any such consultant’s fees and its terms.
The C&T Committee considers appropriate standards in selecting its compensation consultants consistent with
NYSE rules, SEC rules, and requirements under the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Dodd-Frank Act"). At least annually, the C&T Committee conducts a multi-factor evaluation of the
effectiveness, independence, and objectivity of the independent compensation consultant. In completing such
evaluation for 2024, the C&T Committee determined that no conflicts of interest exist that would prevent the
compensation consultant from independently advising the C&T Committee.
During 2024, the C&T Committee conducted a search to identify a compensation consultant whose expertise
aligned with the C&T Committee’s principles and objectives. As a result, Fredrick W. Cook & Co., Inc. (“FW Cook”)
served as the C&T Committee’s compensation consultant through July 2024, after which Pearl Meyer &
Partners, LLC (“Pearl Meyer”) was engaged for the remainder of the year. FW Cook was paid $143,749 and
Pearl Meyer was paid $192,543 in time and expenses related to executive compensation services provided in
2024. In 2024, neither Pearl Meyer nor FW Cook provided any services to the Company other than those
provided to the C&T Committee. A summary of the services provided by the independent consultants during
2024 is provided below:
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124 TechnipFMC
U.K. Annual Report and Accounts
Independent
Compensation Consultant
Overview of Key
Services Provided
FW Cook
} Conducted a competitive market assessment and peer group analysis for purposes of
setting 2024 compensation levels for CEO and other executives;
} Reviewed and advised the C&T Committee on plan design and framework decisions for
2024 incentive plans;
} Evaluated and made recommendations for non-executive director compensation for 2024;
} Completed a multi-factor evaluation to certify and confirm independence standards and
that no conflicts of interest exist in advising the C&T Committee; and
} Other ad hoc requests related to executive and/or director compensation through July
2024.
Pearl Meyer
} Provided updates on trends and developments in executive compensation;
} Conducted a competitive market assessment and peer group analysis for purposes of
setting 2025 target compensation levels for CEO and other executives;
} Reviewed and made design recommendations for the 2025 incentive plans;
} Conducted an annual compensation program risk assessment for 2025;
} Evaluated director compensation for 2025;
} Other ad hoc requests related to executive and/or director compensation starting in August
2024; and
} Advised on the design and implementation of the Company’s proposed Directors’
Remuneration Policy.
Compensation and Talent Committee Members
All members of the C&T Committee are independent. The C&T Committee met four times in 2024 and all
members attended each meeting. From January 1, 2024 to December 31, 2024, the members of the C&T
Committee of the Board were Claire S. Farley, John O’Leary, and John Yearwood.
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TechnipFMC 125
The Compensation and Talent Committee’s Activities during the Year Ended
December 31, 2024
Each year, the C&T Committee approves an annual calendar that sets out its key activities in accordance with
its charter. The key activities of the C&T Committee in 2024 were as follows:
Q1
Q2-Q3
Q4
} Approve compensation decisions and
equity awards for directors and
officers
} Approve Company performance
achievements for prior year in
relation to annual short-term and
long-term incentive plans
} Review and recommend for approval
annual and long-term incentives for
the current fiscal year
} Review and discuss executive
compensation strategy, structure, and
programs
} Approve annual compensation
disclosures in Company Proxy
Statement and U.K. Annual Report and
Accounts
} Review executive officer share
ownership guidelines and compliance
} Discuss proxy advisory feedback,
shareholder engagement outcomes,
and review annual meeting vote
results
} Determination of the Compensation
Peer Group
} Review compensation tally sheets
} Review internal governance policies
(e.g., claw-back, insider trading policy,
anti-hedging, pledging), and compliance
} Approve equity programs, annual
equity budget for non-executive
employees, and impact on shareholder
dilution
} Review of peer compensation practices
and executive leadership
compensation versus Compensation
Peer Group
} Provide feedback on potential
framework for annual and long-term
incentive plans for the upcoming fiscal
year
} Review the Company’s strategy related
to succession planning for senior
leadership roles
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126 TechnipFMC
U.K. Annual Report and Accounts
Statement of Voting at Annual Shareholders’
Meeting
At our 2024 Annual General Meeting, 85.3% of votes cast approved our 2023 Directors’ Remuneration Report
with 14.7% voting against the report (percentages subject to rounding), and 155,642 votes abstaining. Our
Prospective Director's Remuneration Policy for the three years ending December 31, 2027 was approved by
86.3% of shareholders, with 13.7% of votes cast against the policy (percentages subject to rounding) and
155,501 votes abstaining.
The C&T Committee has carefully considered the results of these votes as it completed its annual review of our
director compensation program, and is pleased with the support from shareholders stemming from our
extensive shareholder engagement and changes made to the director compensation program as a result. An
integral component in the evaluation and review of our compensation program are our shareholder
engagement initiatives, explained in further detail in the letter from our C&T Committee Chair.
On behalf of the Board
John O’Leary
Director and Compensation and Talent Committee Chair
March 14, 2025
Directors' Remuneration Report
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TechnipFMC 127
Remuneration Policy
This section of the report sets out the amended Remuneration Policy for our executive and non-executive
directors, which shareholders are asked to approve at the 2025 Annual General Meeting on April 25, 2025.
Decision-Making Process for Remuneration
Our C&T Committee, comprising independent non-executive directors, oversees our executive compensation
program and determines the compensation for our executive officers on behalf of the Board. The C&T
Committee is responsible for, among other things, reviewing, evaluating, and approving the agreements, plans,
policies, and programs of the Company to compensate its Chair and CEO and its independent directors. The C&T
Committee also reviews the Company’s incentive compensation arrangements to ensure that they do not
incentivize excessive risk-taking and evaluates compensation policies and practices that could mitigate any
such risk.
The C&T Committee used an independent compensation consultant to provide information and advice to the
C&T Committee on executive and director compensation and related governance matters. This includes the
evaluation of our director and executive compensation programs against general market and peer data and
providing updates on current executive compensation trends and applicable legislative and governance
activity.
In determining the target compensation package for the Chair and CEO, the C&T Committee compares each
element and combined total of the Chair and CEO's compensation to data for relevant roles within the
Compensation Peer Group. Although the C&T Committee references the median target compensation levels of
the peer group when making decisions about setting compensation levels, it does not take a formulaic
approach, instead it takes a holistic view considering experience, performance, expected contribution, and
other relevant factors to ensure that target compensation is set at competitive levels and drives desired
outcomes.
The C&T Committee, in partnership with its independent compensation consultant, determines and approves
any changes to compensation for the Chair and CEO, who is not present during these discussions. In addition,
any changes to the Chair and CEO's target compensation are in accordance with the shareholder-approved
Directors' Remuneration Policy.
To avoid conflicts of interest, no executive director is present in the discussion of their own remuneration and
independent advice is provided by our independent compensation consultants.
128 TechnipFMC
U.K. Annual Report and Accounts
Future Policy Table for Executive Directors
The table and accompanying notes below describe each component of the Company’s executive directors’
remuneration package.
In seeking approval of the amended Remuneration Policy, the C&T Committee, with the approval of our
independent directors, determined that the policy remains fit for purpose, with the only proposed change being
the inclusion of a special, one-time Value Creation Plan. This plan is designed to further incentivize executives—
above and beyond existing plans—to deliver significant and sustained value creation through ambitious
performance targets. The C&T Committee believes that the revised policy will provide it with enough flexibility
to act in the best interests of the business and its stakeholders over the next three years.
The only change to the 2024 Remuneration Policy compared to the amended Remuneration policy is the
introduction of the Value Creation Plan, which is subject to ambitious ROIC and share price targets, as described
on pages 133-134.
Base Salary
Purpose and link to strategy
To attract and retain exceptionally talented individuals who deliver superior operational
performance in the Company’s businesses and create an environment that fosters the
innovation necessary for continued growth of the Company’s revenue, earnings, and
shareholder returns.
Operation
Reviewed annually or following a change in responsibilities, with changes usually taking
effect at the start of the fiscal year (January 1) although it may be reviewed at other times if
considered appropriate.
The C&T Committee considers the following parameters when setting and reviewing base
salary levels:
} economic conditions and governance trends;
} the individual’s performance, skills, and responsibilities;
} base salaries of comparable positions within peer companies of similar size and industry;
and
} market pay levels.
Salaries are normally paid in the currency of the executive director’s home country.
Maximum payment
Salary increases will ordinarily be in line with increases awarded to other employees in the
Company. The C&T Committee reserves the discretion to increase salary levels in appropriate
circumstances, such as where the nature or scope of the executive director’s role or
responsibilities changes or in order to be competitive at the market median level of peer
companies. Salary adjustments may also reflect wider market conditions in the geography in
which the executive director is based.
While there is no current intent to materially increase salary levels, we understand that the
U.K. regulations with which this policy complies envisage a monetary cap on each component.
For this purpose, no executive director’s salary will exceed $2,000,000.
Performance assessment
The C&T Committee annually sets salaries by considering factors such as base pay versus
market, peer company compensation for similar positions, and the individual performance of
an executive director, along with the overall performance of the Company.
Provisions to recover sums paid
or the withholding of payments
Not applicable.
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 129
Pension and Other Retirement Benefits
Purpose and link to strategy
Provides competitive post-retirement benefits
Operation
Provision of market competitive retirement benefits, inclusive of cash in lieu, which may vary
based on the location. The Chair and CEO currently participates in the Company’s U.S.
Qualified Savings Plan (401(k)) and U.S. Non-Qualified Savings Plan. These plans are also
offered to other U.S. employees.
Further detail on current pension provisions for executive directors is disclosed in the section
entitled “Annual Report on Remuneration.”
Maximum payment
The annual company contributions to the U.S. Qualified Savings Plan (401(k)) and U.S. Non-
Qualified Savings Plan are capped based on a percentage of eligible earnings, typically
comprising base and annual cash incentive earnings for the plan year. The current employer
contribution cap of 7% may be subject to periodic review, but executive directors will not
have the level increased unless the revised level is applied to most eligible participants.
Performance assessment
None
Provisions to recover sums paid
or the withholding of payments
Not applicable
Remuneration Policy
130 TechnipFMC
U.K. Annual Report and Accounts
Purpose and link to strategy
Incentivizes achievement of the Company’s annual financial and strategic objectives as well
as individual contributions to the Company’s performance
Operation
Performance measures and stretch targets are set annually in advance by the C&T Committee
by reference to the annual operating plan and may relate to success measures as it considers
appropriate.
The award is usually paid out in cash after the end of the financial year when the C&T
Committee reviews the results and approves the payouts for each performance component.
The C&T Committee annually reviews the performance measures connected to the annual
performance bonus which may include financial, non-financial, corporate, divisional,
strategic, operational, and/ or personal measures. The weighting of each measure is based on
both shareholder input and the business priorities for the year.
The C&T Committee has discretion to amend the level of payment if it is not deemed to
reflect appropriately the individual’s contribution or the overall business performance within
the overall caps. Any discretionary adjustments will be detailed in the following year’s
annual report on remuneration.
The C&T Committee retains the discretion to make other bonus payments on an exceptional
basis when it considers this to be appropriate in the context of Company and executive
performance, and when it is considered to be in the best interests of our shareholders.
Where such bonuses are paid, we would seek to restrict the value to the applicable caps and
provide applicable disclosures on the rationale for issuing such bonus.
Maximum payment
For below threshold performance, the bonus normally pays out at 0% of target value
although this can be varied by the C&T Committee.
} For “on-target” performance, up to 100% of target value may be earned.
} For maximum performance, up to 200% of target value may be earned.
} As the U.K. regulations require a cap, the C&T Committee has set a cap of 400% of base
salary.
The C&T Committee retains the discretion to increase the bonus target in circumstances it
deems appropriate, such as for a change in market levels.
Performance assessment
Performance measures and suitable stretch targets are set annually by the C&T Committee
by reference to the annual operating plan and renewed throughout the year by the C&T
Committee and the ESG Committee.
The C&T Committee has discretion to vary the measures and weighting of these measures
over the life of this Remuneration Policy.
Further details are set out above in the Operation section of this Annual Performance Bonus
table.
Provisions to recover sums paid
or the withholding of payments
Clawback provisions apply as described on page 111 within the Directors’ Remuneration
Report. The precise terms of such provisions may be amended from time to time having
regard to market norms in the U.S.
Annual Performance Bonus
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 131
Purpose and link to strategy
Incentivizes executives to deliver superior long-term returns to shareholders
Operation
Long-term incentives are granted under the TechnipFMC plc 2022 Incentive Award Plan (the
“Incentive Plan”). This is an omnibus arrangement whereby a variety of award types may be
granted, including: performance stock units, restricted stock units, stock options, cash settled
awards, and share appreciation rights.
Stock options have been excluded from the long-term award grants since 2020. However, the
C&T Committee retains the right to issue stock options in the future should it consider it to be
appropriate.
The type and weighting of awards granted each year is determined annually by the C&T
Committee at its discretion and any and all elements of the Incentive Plan may be utilized to
the extent permitted under the plan. A minimum of 50% will be performance based.
The C&T Committee has discretion to vary the weighting of the performance measures over
the life of this Remuneration Policy.
Dividend equivalents, where allowed, are accrued on RSU and PSU awards and are payable
only if and when the RSUs and PSUs vest. No dividend equivalents will be payable on Stock
Options.
Maximum payment
The maximum grant date fair value of the annual long-term incentive award granted to the
Chair and Chief Executive Officer will be $20 million per annum.
PSUs pay out at 50% of target for achievement of threshold performance, and at 0% for below
threshold performance. For stretch performance, PSU awards may vest at up to 200% of the
target value.
The C&T Committee retains the discretion to adjust the actual value of awards granted under
the Plan in circumstances it deems appropriate but in no way should the total exceed a fair
value as of the grant date of $20 million.
Performance Assessment
(applicable to performance-
based RSUs only)
Long-term incentive awards except PSUs are not subject to achievement of performance
targets other than vesting periods. This is in line with market practice in the U.S.
} For PSUs, the vesting of awards is linked to a range of performance measures that may
include, but are not limited to:
} a growth measure (for example, net sales, earnings per share);
} a measure of the Company’s performance on environmental, social, and governance
metrics;
} a measure of efficiency (for example, operating margin, operating cash conversion, and
ROIC); and
} a measure of the Company’s relative performance in relation to its peers (for example,
relative TSR).
The C&T Committee has discretion to amend the performance metrics and weightings in
exceptional circumstances if it considers it appropriate to do so. Any such amendments would
be disclosed and explained in the following year’s annual report on remuneration.
Measures and targets will be determined by the C&T Committee annually at its discretion prior
to grant and will be disclosed in the applicable annual report on remuneration.
Provisions to recover sums paid
or the withholding of payments
Clawback provisions apply as described on page 111 within the Directors’ Remuneration
Report.
Long-term Incentive Schemes
Remuneration Policy
132 TechnipFMC
U.K. Annual Report and Accounts
Purpose and link to strategy
To further incentivize senior executives, including our Chair and CEO—above and beyond
existing plans—to deliver significant and sustained value creation through ambitious
performance targets
Operation
The Value Creation Plan award will be granted under the TechnipFMC plc 2022 Incentive Plan.
This is an omnibus arrangement whereby a variety of award types may be granted, including:
PSUs, RSUs, stock options, cash settled awards, and share appreciation rights.
The award will comprise PSUs that may be earned over a maximum performance period of
four years, as described below.
Any shares issued in respect of vested PSUs will be subject to a one-year, post-vesting
retention period. The C&T Committee is in the process of finalizing all terms and conditions of
the Value Creation Plan, including the VWAP measurement period, time-vesting and forfeiture
conditions, and treatment in connection with certain corporate transactions. PSUs will
generally vest as they are earned; however, the C&T Committee retains discretion to defer
vesting to a later date.
Aligned with our Long-Term Incentive Schemes, dividend equivalents, where allowed, are
accrued on RSU and PSU awards, including the Value Creation Plan PSU awards, and are
payable only if and when the RSUs and PSUs vest.
Maximum payment
Overall payout under the Value Creation Plan is capped at 3,600,000 PSUs. The maximum
payout under the Value Creation Plan to our Chair and CEO is 2,520,000 PSUs.
Value Creation Plan – One-time PSU Award
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 133
Performance Assessment
(applicable to performance-
based RSUs only)
This special, one-time PSU award will be subject to the achievement of two key performance
criteria:
(1) The Company must first achieve and maintain an ambitious ROIC target for a four-
consecutive quarter period (a “Performance Period”) that far exceeds the levels implied by
the Company’s financial guidance for 2025. If the ROIC target is not achieved within the four-
year period ending December 31, 2028, then the entire award will be forfeited.
(2) If the ROIC target is achieved, PSUs will be earned only if a 12-month volume weighted
average share price ("VWAP") exceeds $35.00. As such, if a VWAP of $35.00 is not achieved
within the four-year period ending December 31, 2028, then zero PSUs will be earned, and
the entire award would be forfeited.
If the VWAP exceeds $35.00, the number of PSUs earned will be determined according to the
schedule below:
PSUs will be earned cumulatively as higher VWAP thresholds are met, meaning that if the
VWAP reaches $50.00 a total of 2,000,000 PSUs (i.e., Tranches 1, 2, and 3) will be earned . For
VWAP values between tranche thresholds, PSUs will be earned on a pro rata basis. For
example, if the VWAP is $47.50, all PSUs from Tranche 1 (600,000) and Tranche 2 (600,000)
will be earned, plus half of Tranche 3 (400,000), for a total of 1,600,000 PSUs.
Return on Invested Capital
The C&T Committee believes the Value Creation Plan is fully aligned with the interests of the
Company’s shareholders. The plan is intended to motivate our executives to generate an
exceptional ROIC, which it believes will create long-term shareholder value and result in
superior share price performance.
ROIC serves as a measure of profitability and how effectively the Company uses its capital to
generate financial returns. The ROIC target under the Value Creation Plan will be calculated
based on net operating profit after tax over a period of four consecutive quarters, divided by
average invested capital over the same period. For shareholders to benefit from the
management actions taken to achieve the target, the minimum stock price threshold must also
be met for any payout to occur. The ROIC target is commercially sensitive as its components
contain competitive information. As such, it will be disclosed at the end of the Performance
Period.
Provisions to recover sums paid
or the withholding of payments
Clawback provisions apply as described on page 111 within the Directors’ Remuneration
Report.
Value Creation Plan – One-time PSU Award
Remuneration Policy
134 TechnipFMC
U.K. Annual Report and Accounts
All Employee Share Scheme
Purpose and link to strategy
To enable executive directors to participate in share purchase schemes applicable to all
employees on the same basis as other employees.
Operation
Whilst the Company does not currently operate all employee share purchase schemes, were it
to obtain shareholder approval to do so during the term of the remuneration policy executive
directors would be eligible to participate in such a plan on the same terms as other eligible
employees not inconsistent with this policy.
Maximum payment
Subject to the terms of any such Plan approved and consistent with all employee limits.
Performance assessment
None
Provisions to recover sums paid
or the withholding of payments
None
Benefits and Perquisites
Purpose and link to strategy
To provide market competitive benefits and to facilitate the performance of executive
directors in their duties.
Operation
Executive directors are eligible to receive benefits, which may include, but are not limited to:
financial planning; personal tax assistance; use of company cars and club memberships
(primarily business related); medical, vision, and dental benefits; sickness, death, and
dismemberment benefits; work-related travel; and security expenses for the director and
spouse and matching charity contributions. Benefits may vary by location.
The C&T Committee has discretion to offer additional allowances or benefits to executive
directors, if considered appropriate and reasonable. These may include relocation expenses,
housing allowance, and school fees, where an executive director has to relocate from his/her
home location as part of his/her duties.
Maximum payment
The actual value of benefits and perquisites varies year-on-year depending on the cost to the
business and individual executive director’s circumstances. The benefits package is set at a
level that the C&T Committee considers:
}
provides an appropriate level of benefits depending on the role and individual
circumstances; and
}
in line with comparable benefits in companies of a similar size and complexity in the
market.
Performance assessment
None
Provisions to recover sums
paid or the withholding of
payments
Not applicable
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 135
Legacy Obligations
The C&T Committee reserves the right to make any remuneration payments that are outside of this
Remuneration Policy if they were agreed to prior to this Remuneration Policy being enacted, provided that the
terms of payment were consistent with any applicable shareholder approved Remuneration Policy in force at
the time they were agreed or were otherwise approved by shareholders. The C&T Committee also reserves the
right to make any remuneration payments that were agreed to prior to the relevant individual becoming an
executive director of the Company. Payments include share-based and cash-based incentives and/or salary,
benefits, pension, and other payments.
Performance Target Selection
The performance targets for the annual bonus and long-term incentive plan are set each year prior to the grant
date, taking into account our strategic and financial business plan over the short and long-term, shareholder
feedback, and general market practices. The rationale for selecting ROIC and share price targets for the Value
Creation Plan are explained above in the table entitled "Value Creation Plan – One-time PSU Award."
The measures we select are chosen due to their link and importance to the strategy and our key performance
indicators. We select measures intended to provide a balance between growth, efficiency, and relative
outperformance.
Non-Qualified Deferred Compensation
Our U.S.-based executives, including our Chair and CEO, are eligible to participate in the U.S. Non-Qualified
Savings Plan, which provides executives and other eligible employees with the opportunity to participate in a
tax advantaged savings plan comparable to the U.S. Qualified Savings Plan (401(k)). The investment options
offered to participants in the U.S. Non-Qualified Savings Plan are similar to those offered in our U.S. Qualified
Savings Plan (401(k)). Participants may elect to defer up to 75% of their base pay and/or annual cash incentive
into the U.S. Non-Qualified Savings Plan. The Company matches 5% of the employee’s contributions to the U.S.
Non-Qualified Savings Plan. Participants are 100% vested in their contributions and the employer matching
contributions. For those participants in the U.S. Non-Qualified Savings Plan eligible to receive the non-elective
contribution, we will contribute an additional 2% of the employee’s contributions to the U.S. Non-Qualified
Savings Plan. These levels have been fixed for some time, but the Company may review and increase these
percentages from time to time provided that any increase will not extend to an executive director unless also
applied to a majority of eligible employees. Similar to the U.S. Qualified Savings (401(k)) Plan, eligible
participants in the U.S. Non-Qualified Savings Plan become vested in their non-elective contributions after
three years of service with the Company. In addition, for these eligible participants, we will make a
contribution on annual compensation that exceeds the maximum compensation limit required by the U.S.
Internal Revenue Code of 1986, as amended, for our U.S. Qualified Savings Plan (401(k)). The intent of our
contributions to the U.S. Non-Qualified Savings Plan is so that eligible employees receive the same contribution
as a percentage of eligible earnings from the company regardless of compensation level. All vested funds must
be distributed upon an employee’s termination or retirement from the Company.
Remuneration Policy
136 TechnipFMC
U.K. Annual Report and Accounts
Approach to Recruitment Remuneration
The C&T Committee’s approach to recruitment remuneration is to pay no more than is necessary to attract
appropriate candidates to the role.
The C&T Committee will seek to structure pay for any new director in line with the remuneration policy. The
C&T Committee does not envisage paying above the levels set out in the policy for a new executive’s ongoing
package although some flexibility may be applied with respect to buyout awards as described below. Where it
is necessary to "buy out" an individual’s awards from a previous employer, the C&T Committee will seek to
match the expected value of the awards and to grant awards that vest over a time frame similar to those given
up, with a commensurate reduction in quantum where the new awards will be subject to performance
conditions that are not as rigorous as those on the awards given up. Where recruitment payments or awards
are intended to replace pay forfeited by the individual, the value of such awards will not be limited to those
limits set out in the remuneration policy but will be determined by the C&T Committee at its discretion. The
proposed Value Creation Plan is a special, one-time award and is not envisaged to be used for the recruitment
or remuneration of new executive directors. The C&T Committee may agree to relocation expenses and other
associated expenses when negotiating the employment conditions.
For an internal promotion, any outstanding incentive awards or bonuses may be permitted to continue or be
adjusted to reflect the new position.
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 137
Service Agreements
Our Chair and CEO and non-executive directors have not entered into service agreements. Our Chair and CEO
has severance and change in control protections as detailed in relation to potential loss of office payments
below.
If an executive director were to be subsequently appointed under a service agreement during the term of the
Remuneration Policy, or, indeed, if the C&T Committee subsequently decides that it is appropriate to enter into
such an agreement with a current executive director, it is intended that the service agreement would likely
contain provisions in relation to the following:
ITEM
Provision (not definitive) *
Remuneration
Base salary
Pension and retirement benefits
Healthcare and life insurance benefits
Annual leave
Financial planning assistance
Miscellaneous – car benefits, club membership, security arrangements, etc.
Eligibility for the annual cash incentive plan and long-term equity awards, subject to
the terms of the Incentive Plan
Change of control
The extent to which there are any specific provisions and their source
Term and Notice Period
Term of agreement and minimum notice period from employer and employee
Severance/Termination period
Form and level
Restrictive covenants
During employment and period post-employment, as applicable
* Summary details to be subsequently confirmed post appointment in the following year’s Annual Report on Remuneration.
Share Ownership and Retention Requirements
While the U.K. regulations do not require the Company to set out its practice regarding share ownership
requirements, the C&T Committee considers this to be part of the overall compensation arrangements and the
current approach is summarized below. This is not technically part of the policy and may be modified from
time to time.
Share Ownership Requirements
Chair and CEO: 6x base salary
Qualifying Share Interests
} Ordinary shares owned outright
} PSUs when the results for the relevant performance period are final and approved
} Unvested RSUs
Time for Achievement
Five years from the effective date of appointment
Pro rata requirement of 20% per year applies within the first five years
Consequences for Non-achievement
At the discretion of the Board of Directors
Retention Requirement
Executive directors may not transfer Company securities until the ownership
requirement is met and must maintain compliance with the ownership requirements
after any transfer
Remuneration Policy
138 TechnipFMC
U.K. Annual Report and Accounts
Illustrations of Application of Directors’
Remuneration Policy
The chart below illustrates the potential value of total remuneration that could be received by the Chair and
CEO under the 2025 Remuneration Policy. The chart illustrates remuneration payable at minimum, target, and
maximum payouts along with maximum payout incorporating an illustrative share price appreciation on shares
granted under the long-term variable pay plan. The total remuneration under each scenario is made up of fixed
pay (base pay, taxable benefits, and retirement benefits per the single figure of remuneration, as well as face
value of restricted stock awards at grant), annual variable pay (annual bonus at minimum, target, and maximum
performance) and long-term variable pay (performance stock awards at minimum, target, and maximum
performance, and including 50% share price appreciation).
Chair and Chief Executive Officer
($’000)
5,131
15,274
25,416
41,576
1,716
1,716
1,716
1,716
2,175
4,350
4,350
3,415
11,383
19,350
19,350
9,675
6,485
VCP + 50% Share Price Appreciation
50% Share Price Appreciation
Long-term variable pay
Annual Variable Pay
Fixed
Minimum
On-target
Maximum
50% Share Price
Appreciation on
Maximum
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
The table below sets out the elements and approach to calculation for the chart above, which has been
prepared in accordance with schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008. The values for the variable pay components assume no share price appreciation
over the performance periods, except in the “50% share price appreciation on maximum performance” scenario,
where PSU values reflect a 50% share price appreciation over the performance period. With respect to the
Value Creation Plan, the assumptions include achieving the ambitious ROIC target in both the “Maximum
performance” and “50% share price appreciation on maximum performance” scenarios. However, the full value
of the Value Creation Plan is only realized under significant stock price appreciation—all PSUs will be earned at
a stock price of $60.00, which represents a 113% increase from the closing stock price of $28.20 as of March 3,
2025. Consequently, the chart above does not fully represent the potential maximum value of the Value
Creation Plan, which would be substantially higher if the PSUs are fully earned due to the Company delivering
exceptional ROIC performance and reaching a $60.00 share price.
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 139
Threshold
performance /
Minimum pay-out
Chair and CEO Base pay for
2025: $1,450,000
Chair and CEO taxable benefits
as per the single figure of
remuneration: $51,879
Chair and CEO retirement
benefits as per the single figure
of remuneration: $213,835
For 2025, Chair and CEO face
value of restricted stock awards
at grant: $3,414,750
N/A
N/A
On-target / “expected”
performance
Fixed Pay (see above)
On-target bonus (100% of
target)
For 2025: 150% of salary for
the Chair and CEO
RSUs vest in full assuming a
2025 target value of
$3,414,750 for the Chair and
CEO
PSUs at 100% of target.
For 2025: face value of
$7,967,750 for the Chair and
CEO
Value Creation Plan: No value is
included in the "On-target /
"expected" performance"
scenario for the Value Creation
Plan as it is the opinion of the
C&T Committee that the PSUs
will be earned only as a result
of exceptional ROIC
performance.
Maximum
performance
Fixed Pay (see above)
Maximum bonus (200% of
target)
For 2025: 300% of salary for
the Chair and CEO
RSUs vest in full assuming a
2025 target value of
$3,414,750 for the Chair and
CEO
PSUs at 200% of target.
For 2025: face value of
$15,935,500 for the Chair and
CEO
Value Creation Plan: No value is
included in the "Maximum
performance" scenario for the
Value Creation Plan. In this
scenario, it is assumed (i) the
ROIC target is achieved, but (ii)
the stock price does not
appreciate, and therefore, does
not meeting the minimum
VWAP threshold.
Performance
Fixed pay
Annual variable pay
Long-term variable pay
Remuneration Policy
140 TechnipFMC
U.K. Annual Report and Accounts
50% Share price
appreciation on
maximum
performance
Fixed Pay (see above)
Maximum bonus (200% of
target)
For 2025: 300% of salary for
the Chair and CEO
RSUs vest in full assuming a
2025 target value of
$3,414,750, plus an additional
$1,707,375, reflecting a 50%
share price appreciation
PSUs at 200% of target
($15,935,000), plus an
additional $7,967,750, which
reflects a 50% share price
appreciation
Value Creation Plan: The value
included in the "50% Share price
appreciation on maximum
performance" scenario assumes
(i) the ROIC target is achieved,
and (ii) the share price
appreciates 50% over the
measurement period to a level
that exceeds the minimum
VWAP threshold and results in
the vesting of 613,200 PSUs.
Vest-date value is based on a
stock price of $42.30 (50%
increase in stock price from
$28.20 at time of grant) and the
associated vesting of the
613,200 PSUs, which is then
divided by 4 to reflect an
annualized value over the 4-
year performance period.
The Value Creation Plan is
designed to pay out only for
exceptional ROIC performance
and significant share price
appreciation. Consequently, the
value of the Value Creation Plan
award shown in this chart does
not fully represent the potential
maximum value of the Value
Creation Plan, which would be
substantially higher if the PSUs
are fully earned due to the
Company delivering exceptional
ROIC performance and reaching
a $60.00 share price. See page
134 for the payout schedule.
Performance
Fixed pay
Annual variable pay
Long-term variable pay
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 141
Policy on Payment for Loss of Office
The C&T Committee will seek to ensure that all payments for loss of office are reasonable and in the long-term
interests of shareholders and the business. The C&T Committee will generally take into account the
circumstance of the loss of office and performance of the director.
The C&T Committee reserves the right to:
} pay legal fees, financial planning, or outplacement costs;
} pay an annual bonus for the year of cessation;
} retain or accelerate vesting of outstanding long-term incentive awards; and
} pay an amount toward continued participation in health and welfare plans during the period.
It is our policy to offer severance benefits to our executive directors because we believe that severance
benefits provide important financial protection to directors in the event of involuntary job loss, are consistent
with the practices of peer companies, and are appropriate for the retention of executive talent. Under our
executive severance practice, if our Chair and CEO is terminated without cause, he is entitled to receive 18
months of severance pay (limited to base pay and the target annual cash incentive), his pro-rated target annual
cash bonus through the date of termination, payment to cover continued participation under the Company’s
health, dental, vision, prescription drug, life, accidental death and dismemberment insurance, and long-term
disability insurance benefits for 18 months, outplacement assistance, and financial planning and tax
preparation assistance for the last calendar year of employment. The availability of these severance benefits is
conditioned on the Chair and CEO's compliance with non-disclosure, non-compete, and non-solicitation
covenants and signing a release of claims.
In the event of a termination without cause, termination for good reason, or voluntary retirement, any
performance-based incentive payments are subject to our actual attainment of performance goals. The terms of
our executive severance plan are consistent with the market practice of large public companies surveyed by
the C&T Committee's executive compensation consultant. Change in control severance benefits, as described
below, and severance benefits are exclusive of one another, and in no circumstance would any executive
director receive benefits under both a change in control and the executive severance plan.
Non-executive directors may be terminated early by either the Company or the non-executive director giving
one month’s written notice. Non-executive directors are not entitled to any severance compensation on
termination. However, all vested share awards will be settled at the discretion of the C&T Committee and the
C&T Committee retains the right to accelerate vesting for any outstanding share awards.
The above sets out the current position although the C&T Committee reserves the right to amend these
provisions within the life of the Remuneration Policy, having suitable regard to market practice in the U.S.,
should it consider it appropriate to do so.
Potential Payments upon Change in Control
It is the Company’s policy to operate change in control benefits to ensure that directors have an incentive to
continue to work in the Company’s best interests during the period of time when a change in control
transaction is taking place and in order to ensure continuity of management. The benefits payable upon a
change in control are comparable to benefits offered to director positions at peer companies.
The Company has entered into an executive severance agreement with our Chair and CEO. Pursuant to this
agreement, in the event of termination following a qualifying change in control and a qualifying adverse
change in employment circumstances, the Chair and CEO will be entitled to the following benefits:
} three times the greater of (a) the executive’s base salary as in effect on the effective date of the
agreement or (b) the executive’s base salary on the effective date of termination;
Remuneration Policy
142 TechnipFMC
U.K. Annual Report and Accounts
} three times the greater of (A) executives average cash incentive bonus payable in the three years prior to
the effective date of termination or (B) the executive's target annual cash incentive for the year of the
effective date of termination;
} accrued but unpaid base pay and unused paid time off;
} a pro-rated payment equal to the amount of his annual target bonus for the year he is terminated;
} elimination of ownership and retention guidelines;
} awards granted under the Company’s Incentive Plan and other incentive arrangements adopted by the
Company will be treated pursuant to the terms of the applicable plan;
} an amount equal to the total monthly premium payable for his coverage (and if applicable spouse and
dependent coverage) under the Company’s health, dental, vision, prescription drug, life, accidental death
and dismemberment insurance, and long-term disability insurance coverage for 36 months;
} reimbursement for the costs of all outplacement services obtained by him within 18 months of the
termination date (limited to the lesser of 15% of his base pay on termination and $50,000); and
} reimbursement for legal fees and other litigation costs incurred in good faith by the Chair and CEO as a
result of the Company’s refusal to provide severance benefits under the executive severance agreement,
contesting the validity, enforceability, or interpretation of the agreement or as a result of any conflict
between the parties pertaining to the agreement.
The severance payment is required to be paid in a single lump sum payment no later than 60 days after the
date of termination.
A "qualifying termination" includes: (x) an involuntary termination of the Chair and CEO’s employment by the
Company and our subsidiaries for reasons other than "cause," disability or death within 24 months of the
change in control; or (y) a voluntary termination by the Chair and CEO for "good reason" within 24 months of
the change in control.
Under the executive severance agreements, an executive will be considered terminated for "cause" for:
} willful and continued failure to substantially perform the executive officer’s employment duties in any
material respect (other than any such failure resulting from physical or mental incapacity or occurring
after an executive officer has provided notification to the Company of a voluntary termination for a "good
reason") after proper written demand has been provided to the executive officer and the executive officer
fails to resume substantial performance of the executive officer’s duties on a continuous basis within 30
days of receipt of such demand;
} willfully engaging in conduct that is demonstrably and materially injurious to the Company or an affiliate;
or
} conviction for, or pleading guilty to or not contesting, a felony charge under federal or state law.
It is intended that any new executive director would be retained on similar loss of office terms to the current
executive directors. Non-executive directors are not entitled to any compensation on termination and have a
one-month notice period.
The above sets out the current position although the C&T Committee reserves the right to amend these
provisions within the life of the policy, having suitable regard to market practice in the U.S., should it consider
it appropriate to do so.
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 143
Future Policy Table for Non-Executive Directors
Directors Fees
Purpose and link to strategy
Non-executive directors’ compensation is designed to reward the time and talent
required to serve on the board of a company of our size, complexity, and geographical
spread, acknowledging the significant international travel required to discharge their
duties to the Company. The Board seeks to provide sufficient flexibility in the form of
compensation delivered to meet the needs of individuals who are located in different
countries, while ensuring that a substantial portion of directors’ compensation is
linked to the long-term success of the Company.
Operation and maximum payment
Our Incentive Plan allows the non-executive members of our Board to receive up to
$600,000 annually in cash and grant date fair value of equity to each person. The
Incentive Plan, however, grants the Board the authority to pay less than the amount
provided under the Incentive Plan.
Non-executive directors are compensated in both cash and restricted stock units,
which reflects practice amongst peer companies. Fees are reviewed periodically
against market levels.
The table below sets out the core compensation elements for non-executive directors.
These elements of compensation are reviewed annually by the C&T Committee’s
independent compensation consultant and are subject to change, should it be
considered appropriate, to ensure alignment with competitive market practices, but in
no way should the total exceed the $600,000 maximum.
Where any discretion is exercised, the basis of this exercise should be disclosed in the
next annual remuneration report.
Compensation Element
Annual Retainer
Cash compensation for the non-executive director’s time and service on the Board.
Annual Equity Grant
Equity compensation to create alignment with shareholder interests and assist in
complying with stock ownership requirements.
Delivered as RSUs, awards vest after one year of service and are settled in Ordinary
Shares on a date elected by the non-executive director that is either (a) after a period
of one to 10 years from the grant date or (b) upon their separation from Board service.
Annual Chair Fee
Cash compensation provided to the Chair of each committee of the Board of Directors
to recognize the additional responsibilities and time required for leading their specific
committee.
Annual Lead Independent Director Fee
Cash compensation for the additional responsibilities and time required to fulfill the
position.
Committee Meeting Fee
A fixed cash fee payable to each non-executive director for participating on a
committee.
Other compensation
Reimbursement of travel and other related expenses incurred in connection with
attending Board and committee meetings.
Assistance with annual individual U.K. tax returns.
Remuneration Policy
144 TechnipFMC
U.K. Annual Report and Accounts
Directors Fees
Performance assessment
None, although overall performance of the non-executive directors is considered by
the C&T Committee when setting fee levels.
Provisions to recover sums paid or the
withholding of payments
Not applicable
Other Benefits
Each non-executive director receives reimbursement for reasonable incidental expenses incurred in connection with the
attendance at Board and committee meetings. Non-executive directors who are not the Company’s employees do not participate in
any employee benefit plans.
Share Ownership Requirements
To further align the interests of non-executive directors with the interests of the Company’s shareholders, each non-executive
director is expected to acquire and retain the Company’s Ordinary Shares and/or RSUs having a value equal to at least five times
the amount of each non-executive director’s annual cash retainer. A non-executive has five years from his or her initial
appointment date as a non-executive director to meet this requirement. The ownership requirement is pro-rated over the five-
year period. Each of the Company’s non-executive directors met their pro rata ownership requirements as of December 31, 2024.
The annual RSU grant vests after one year of service but is settled in Ordinary Shares on a date following vesting and previously
elected by the non-executive director. The RSUs are forfeited if a non-executive director ceases service on the Board prior to the
vesting date of the RSUs, except in the event of death or disability. Unvested RSUs will be settled and are payable in Ordinary
Shares upon the death or disability of a non-executive director or in the event of a change in control of the Company.
Other Provisions
The non-executive directors’ appointment letters currently provide for a one-month notice period, unless the non-executive
director is terminated for cause in which case the Company is not required to give notice. All of our non-executive directors have
been subject to annual re-election since 2019. No compensation is payable if a non-executive director is required to retire. These
provisions may be amended during the life of the Remuneration Policy having regard to market practice in the U.S.
Remuneration Policy
U.K. Annual Report and Accounts
TechnipFMC 145
Differences between Remuneration Policy for
Executive Directors and Other Employees
The Remuneration Policy for the executive directors is designed with regard to the employee remuneration
practices across the Company. However, there are some differences in the structure of the Remuneration Policy
for executive directors and other senior employees, which the C&T Committee believes are necessary to reflect
the different levels of responsibility and market practices.
Statement of Consideration of Employment
Conditions Elsewhere in the Company
The C&T Committee generally considers pay and employment conditions elsewhere in the Company when
considering the Chair and CEO's remuneration. While the C&T Committee gave consideration to these factors,
there was no consultation with employees when the Remuneration Policy was developed. When considering
base salary increases, the C&T Committee considers levels of base pay increases offered to other employees.
The section entitled "CEO Pay Ratio Reporting" in this Report provides comparisons of the remuneration
received by our Chair and CEO to the remuneration received by our U.K. employees as well as our global
employees.
Statement of Consideration of Shareholder Views
Our relationship and ongoing dialogue with our shareholders are an important part of our Board’s corporate
governance commitment. Our Lead Independent Director and C&T Committee Chair, or our executives and
management from our Legal, People and Culture, and Investor Relations groups, meet with shareholders
regularly on a variety of topics. Management provides reports to the Board and its committees regarding the
key themes and results of these conversations, including typical investor concerns and questions, and emerging
issues related to governance, compensation, safety, and sustainability.
At our 2024 AGM, 85.3% of votes cast by shareholders approved our 2023 Directors’ Remuneration Report
with 14.7% votes cast against the report (percentages subject to rounding). The shareholder support
demonstrates the alignment of our Directors’ Remuneration Report to shareholder interests. For more
information on our 2024−2025 shareholder engagement, please see the "Letter from the Chair of the
Compensation and Talent Committee" above.
Remuneration Policy
146 TechnipFMC
U.K. Annual Report and Accounts
Cautionary Statement Regarding Forward-Looking
Statements
This U.K. Annual Report contains forward-looking statements” as defined in Section 27A of the United States
Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as
amended (the “Exchange Act”). All statements other than statements of historical or current facts, including
statements regarding our environmental and sustainability plans and goals, made in this document are forward-
looking. We use words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “commit,” “foresee,” “should,”
“would,” “could,” “may,” “estimate,” “outlook,” "target," and similar expressions, including the negative thereof. The
absence of these words, however, does not mean that the statements are not forward-looking. All of our forward-
looking statements involve risks and uncertainties (some of which are significant or beyond our control) and
assumptions that could cause actual results to differ materially from our historical experience and our present
expectations or projections. These forward-looking statements are based on our current expectations, beliefs, and
assumptions concerning future developments and business conditions and their potential effect on us. While
management believes these forward-looking statements are reasonable as and when made, there can be no
assurance that future developments affecting us will be those that we anticipate. Known material factors that
could cause actual results to differ materially from those contemplated in the forward-looking statements include
unpredictable trends in 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; our inability to develop,
implement, and protect new technologies and services and intellectual property related thereto; the cumulative loss
of major contracts, customers, or alliances and unfavorable credit and commercial terms of certain contracts;
disruptions in the political, regulatory, economic, and social conditions, or public health crisis in the countries
where we conduct business; unexpected geopolitical events, armed conflicts, and terrorism threats; the refusal of
DTC to act as depository and clearing agency for our shares; the impact of our existing and future indebtedness; a
downgrade in our debt rating; the risks caused by our acquisition and divestiture activities; additional costs or
risks from increasing scrutiny and expectations regarding sustainability matters; uncertainties related to our
investments, including those related to energy transition; the risks caused by fixed-price contracts; our failure to
timely deliver our backlog; 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; risks of pirates and maritime conflicts endangering our maritime employees and assets;
any delays and cost overruns of capital asset construction projects for vessels and manufacturing facilities;
potential liabilities inherent in the industries in which we operate or have operated; our failure to comply with
existing and future laws and regulations, including those related to environmental protection, climate change,
health and safety, labor and employment, import/export controls, currency exchange, bribery and corruption,
taxation, privacy, data protection, and data security; uninsured claims and litigation against us; the additional
restrictions on dividend payouts or share repurchases as an English public limited company; tax laws, treaties and
regulations, and any unfavorable findings by relevant tax authorities; significant changes or developments in U.S.
or other national trade policies, including tariffs and the reactions of other countries thereto; potential departure
of our key managers and employees; adverse seasonal, weather, and other climatic conditions; unfavorable
currency exchange rates; risk in connection with our defined benefit pension plan commitments; and our inability
to obtain sufficient bonding capacity for certain contracts, as well as the risk factors discussed in our filings with
the U.S. Securities and Exchange Commission (“SEC”), including our annual reports on Form 10-K and quarterly
reports on Form 10-Q. In addition, sustainability-related statements—whether historical, current, or forward-
looking are often based on evolving methodologies, data, and internal controls and processes. Like other
companies, our approach to these matters continues to develop, and we cannot guarantee alignment with the
expectations or preferences of any particular stakeholder. Forward-looking and other statements in this U.K.
Annual Report may also address our corporate responsibility and sustainability progress, plans, and goals, and the
inclusion of such statements is not an indication that these contents are necessarily material for the purposes of
complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word
“material” or “materiality” in this document. Such corporate responsibility and sustainability matters are often
informed by frameworks that use varying materiality standards that can differ from, and are often more
expansive than, those applicable for purposes of our SEC filings. Additionally, any references to our website or
other materials not included in this U.K. Annual Report are, absent express language to the contrary, not
U.K. Annual Report and Accounts
TechnipFMC 147
incorporated by reference into these documents. With respect to sustainability information that pertains to our
third-party vendors, suppliers, and partners, we often rely on such third parties’ data and do not independently
verify or audit, or commit to independently verifying or auditing, their information. These factors, as well as any
inaccuracies in third-party information we use, including in estimates or assumptions, may cause results to differ
materially and adversely from statements, estimates, and beliefs made by us or third parties. We caution you not
to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to publicly update or revise any of our forward-looking statements after the date they are made,
whether as a result of new information, future events, or otherwise, except to the extent required by law.
Additionally, we note that standards and expectations regarding greenhouse gas accounting and the processes for
measuring and counting GHG emissions, GHG emission reductions, and other sustainability-related metrics are
evolving, and it is possible that our approaches both to measuring our emissions and to reducing emissions and
measuring those reductions may be, either currently by some stakeholders or at some point in the future,
considered inconsistent with common or best practices with respect to measuring and accounting for such
matters, and reducing overall emissions. Similarly, while we reference various frameworks, we cannot guarantee,
and words such as “accord,” “alignment,” or similar should not be understood to mean, complete alignment with
the requirements of such frameworks or any particular interpretations thereunder. Our disclosures based on any
standards may change due to revisions in framework requirements, availability of information, changes in our
business or applicable governmental policies, or other factors, some of which may be beyond our control.
148 TechnipFMC
U.K. Annual Report and Accounts
Independent auditors’ report to the
members of TechnipFMC plc
Report on the audit of the financial statements
Opinion
In our opinion:
•
TechnipFMC plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair
view of the state of the group’s and of the company’s affairs as at 31 December 2024 and of the group’s profit and the group’s
cash flows for the year then ended;
•
the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies Act 2006;
•
the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable
law); and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the U.K. Annual Report and Accounts (the “Annual Report”), which
comprise: Consolidated and Company Statements of Financial Position as at 31 December 2024; Consolidated Statements of Income,
Consolidated Statements of Other Comprehensive Income, Consolidated Statements of Cash Flows, and Consolidated and Company
Statements of Changes in Equity for the year then ended; and the notes to the financial statements, comprising material accounting
policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section
of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Our audit approach
Overview
Audit scope
•
We conducted full scope audits on 2 components and specified procedures, the audit of specified balances or the audit of classes
of transactions on a further 30 components. The scope of work at each component was determined by its individual financial
significance to the group financial statements and due to the component's specific nature or circumstances.
•
The components where audit work was performed provided coverage of 62% of revenue at the transactional level and 64% of
revenue at the journal level.
Key audit matters
•
Revenue recognition (group)
•
Carrying value of investments in subsidiaries (parent)
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TechnipFMC 149
Materiality
•
Overall group materiality: USD 50.0m (2023: USD 43.0m) based on 0.55% of revenue.
•
Overall company materiality: USD 47.5m (2023: USD 40.85m) based on 1% of total assets subject to a capped allocation of group
materiality.
•
Performance materiality: USD 37.5m (2023: USD 32.25) (group) and USD 35.6m (2023: USD 30.6m) (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Revenue recognition (group)
In auditing the group's revenue from products and services
recognised over time, we performed the following procedures:
•
We tested key internal financial controls, including the
review and approval of life of project forecast costs and
revenues and project margin calculations;
•
For a sample of contracts, we obtained the percentage of
completion calculations, agreed key contractual terms
back to signed contracts including the contract price,
tested the mathematical accuracy of the cost to complete
calculations and re-performed the calculation of revenue,
profit recognised in the year, and the contract assets and
liabilities based on the cost-to-cost percentage of
completion method;
•
We discussed the sample of contracts selected with
project managers and other members of senior
management to understand the status of the contract, any
changes from previous years, the key assumptions
underpinning the revenue and costs, and the existence of
any claims or litigation. For a sample of variation orders,
we obtained the signed contract amendments;
•
For costs incurred to date, we tested a sample to
appropriate supporting documentation. To test the
forecasted costs to complete, we obtained the breakdown
of forecasted costs and tested elements of the forecasts
by obtaining executed purchase orders and agreements,
comparing estimated costs to other similar projects and
challenging and corroborating management's judgements
and assumptions to appropriate supporting
documentation. This included testing vessel rates to
underlying cost information and assessing the
appropriateness of vessel days by comparing to
operational shipping schedules and a sample of
comparable completed projects;
•
We assessed the competency and objectivity of the project
engineers and performed comparative analysis tests to
Revenue from products and services recognised
over time accounted for approximately 70% of
group's total revenue for the year. Contract
revenue is recognised over the term of the contract
with reference to the percentage stage of
completion at each reporting date based on the
cost-to-cost method. The judgement involved in
assessing the percentage of completion calculation
can be complex and requires an accurate forecast
of total contract costs. This is particularly important
in respect of large contracts (contract values
greater than USD 75m) and with low margins
(below 2%), where we determined that there was a
greater risk of manipulation, particularly in relation
to costs to complete. The risk identified is in respect
of the accuracy assertion. Please refer to Note 1.5
Use of critical accounting estimates, judgements
and assumptions, Note 3 Segment information and
Note 5 Revenue in the group financial statements.
U.K. Annual Report and Accounts
TechnipFMC 150
assess the accuracy of forecasts in previous reporting
periods against actual expenditure; and
•
We assessed the adequacy of contingency provisions
against contract specific risks and management's
assessment of the technical contingencies as well as the
potential for liquidated damages on projects.
Based on our procedures, we did not identify any material issues.
Carrying value of investments in subsidiaries
(parent)
The total carrying value of investments presented
within the Company financial statements as at 31
December 2024 is USD 4,081.5m. In line with IAS
36, management performed an exercise to evaluate
the existence of impairment triggers for each
material investment balance at the Company level.
We focused on this area given the significance of
the balance and management judgements involved
in determining impairment triggers. Please refer to
Note 2.4 Use of critical accounting estimates,
judgements and assumptions and Note 3
Investments in subsidiaries in the company financial
statements.
In auditing the carrying value of investments in subsidiaries, we
performed the following procedures:
•
We obtained and read management's assessment which
concluded that there were no impairment triggers;
•
We considered external and internal sources of
information which could be indicative of impairment
triggers including:
o
Oil price movements, a key driver of the
performance of the sector and therefore the
group;
o
Compared the market capitalisation of the group
at 31 December 2024 and post year-end against
the carrying value of the investments;
o
Recent market commentary on the group; and
o
Current year backlog and order intake compared
to prior years.
•
We performed a lookback test by comparing the 2024
actual performance against the 2024 budgeted
performance;
•
We assessed management's consideration of impairment
reversals and climate risk;
•
We reviewed the disclosures provided in the financial
statements to ensure compliance with IAS 36; and
•
We have considered the impact of a group restructuring
on the carrying value and recoverable amount of the
parent company investments.
As a result of our procedures, we concurred with management's
assessment that no impairment triggers existed in relation to the
carrying value of investments in subsidiaries at the year end and that
no impairment reversal was necessary. Based on our procedures,
management's disclosures are appropriate.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and
the industry in which they operate.
The group financial statements are a consolidation of a large number of components which make up the group's operating
businesses within two business unit segments: Subsea and Surface Technologies. In establishing the overall approach to the group
audit, we determined the type of work that needed to be performed at the components either by us, as the group engagement
team, or component auditors from other PwC network firms operating under our instruction.
The group's components vary significantly in size and we identified two components that, in our view, required a full scope audit due
to their financial significance to the group. Where component audits were performed by teams other than the group engagement
team, members of the group engagement team maintained oversight over the work performed by the component teams across the
U.K. Annual Report and Accounts
TechnipFMC 151
audit. We maintained regular communication and conducted formal interim and year-end conference calls with all full scope and
specified procedure component teams. We also visited the US and Brazil component teams during the year. Of the 32 components in
scope, we considered two to be financial significant to the group: EWHG (USA) and Technip Brasil Engenharia Ltda (Brazil). Together
these full scope and specified procedure component audits gave appropriate coverage of all material balances at a group level. On a
consolidated basis, these provided coverage of 62% of revenue at the transactional level.
As part of our planning procedures, utilising our knowledge of the group gained in previous audits, we reviewed management's
climate change strategy and assessment of the risk and governance with regards to the potential impacts of climate change. We
formed our own view in concluding that climate risk is not considered to result in a significant audit risk in the context of the group
and Company audits for the current year.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the process management adopted to assess the extent of the
potential impact of climate risk on the Group's financial statements and support the disclosures made within the Strategic Report. In
addition to enquires with management, we also read the governance processes in place to assess climate risk. We challenged the
completeness of management's climate risk assessment by comparison with board minutes and reading the Company's website and
communications for details of climate related impacts, including whether the time horizons management have used take account of
all relevant aspects of climate change such as transitional risks and physical risks. The key areas of the financial statements where
management evaluated that climate risk has a potential impact are the forecasted future cash flows generated by non-current assets
and those associated with goodwill. We considered the carrying value of non-current assets and goodwill to potentially be impacted
by climate risk and consequently we focused our audit work on these areas. To respond to the audit risks identified, we tailored our
audit approach to address these, in particular, we challenged management on how the impact of climate commitments made by the
Group would impact the impairment analyses and related disclosures. Our procedures did not identify any material impact in the
context of our audit of the financial statements as a whole, or our key audit matters for the year ended 31 December 2024.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements - group
Financial statements -
company
Overall
materiality
USD 50.0m (2023: USD 43.0m).
USD 47.5m (2023: USD
40.85m).
How we
determined it
0.55% of revenue
1% of total assets subject to a
capped allocation of group
materiality
Rationale for
benchmark
applied
We considered the following benchmarks for the calculation of overall
materiality: total revenues; total assets; adjusted pre-tax income; and
EBITDA. We concluded that the most appropriate benchmark was total
revenue, as revenue is a key measure used by shareholders in assessing
the performance of the group.
If the materiality cap was not
applied, 1% of total assets
would result in an overall
materiality of USD 72.7m.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The
range of materiality allocated across components was USD 12.0m and USD 47.5m.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to USD 37.5m (2023:
USD 32.25m) for the group financial statements and USD 35.6m (2023: USD 30.6m) for the company financial statements.
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TechnipFMC 152
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with those charged with governance that we would report to them misstatements identified during our audit above USD
5m (group audit) (2023: USD 4.3m) and USD 4.75m (company audit) (2023: USD 2m) as well as misstatements below those amounts
that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going concern basis of
accounting included:
•
Obtaining and reviewing the group's cash flow forecasts for the going concern period, challenging management's assumptions
used and verifying that they are consistent with our existing knowledge and understanding of the business;
•
Agreeing the forecasted cash flow position per management's going concern working to approved forecasts;
•
Reviewing the group's severe but plausible downside scenario, evaluating the assumptions used, and verifying that the group is
able to maintain liquidity within the going concern period under this scenario;
•
Obtaining and understanding the terms and conditions of the group's financing facilities including financial covenants and
opening liquidity position, as well as the group's ability to access cash balances in international locations;
•
Testing the model for mathematical accuracy; and
•
Assessing the adequacy of the disclosure provided in Note 1.2 of the Group financial statements and Note 2.1 of the Company
financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group's and the company’s ability to continue as a going concern for a
period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the
company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.
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TechnipFMC 153
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors'
Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic report and Directors' Report.
Directors' Remuneration
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors' Responsibility Statements, the directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are
also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to anti-bribery and corruption legislation, and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial
statements such as Companies Act 2006 and relevant tax legislation. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal
risks were related to unusual journal entry account combinations and assumptions and judgements made by management in their
significant accounting estimates, in particular in relation to the accounting for contracts which recognise revenue under the
over-time recognition method. The group engagement team shared this risk assessment with the component auditors so that they
could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group
engagement team and/or component auditors included:
•
Discussions with management and group General Counsel, including consideration of known or suspected instances of non-
compliance with laws and regulation and fraud;
•
Evaluation of management's controls designed to prevent and detect irregularities;
•
Review of minutes of meetings of the Board of Directors;
•
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation
to the accounting for contracts which recognise revenue under the over-time recognition method;
•
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations impacting
revenue; and
•
Understanding and assessing management's ongoing processes for investigation and concluding on any whistleblowing allegations.
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TechnipFMC 154
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not obtained all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received
from branches not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
the company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Bruce Collins (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Aberdeen
14 March 2025
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TechnipFMC 155
CONSOLIDATED FINANCIAL STATEMENTS
TECHNIPFMC PLC
FOR THE YEAR ENDED DECEMBER 31, 2024
Company No. 09909709
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TechnipFMC 156
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
(In millions, except per share data)
Note
2024
2023
Revenue:
5
Service revenue from customer contracts
$
5,528.4
$
4,283.4
Product revenue from customer contracts
3,322.8
3,266.4
Lease revenue
252.2
277.3
Total revenue
9,103.4
7,827.1
Costs and expenses:
6
Cost of service revenue
4,588.3
3,383.5
Cost of product revenue
2,570.5
2,915.6
Cost of lease revenue
156.6
184.1
Selling, general and administrative expense
673.0
684.5
Research and development expense
73.4
69.0
Restructuring, impairment and other expenses
22
12.3
20.0
Total costs and expenses
8,074.1
7,256.7
Other expense, net
6
(17.7)
(128.5)
Gain on disposal of Measurement Solutions business
2
68.3
—
Foreign exchange loss, net
6
(39.4)
(166.6)
Income from associates
9
21.7
34.4
Income before net financial expense and income taxes
1,062.2
309.7
Financial income
6
35.3
47.2
Financial expense
6
(145.3)
(194.4)
Income before income taxes
952.2
162.5
Provision for income taxes
7
70.2
143.9
Net income
882.0
18.6
Net (income) loss attributable to non-controlling interests
(12.4)
4.3
Net income attributable to TechnipFMC plc
$
869.6
$
22.9
Earnings per share attributable to TechnipFMC plc
8
Basic
$
2.03
$
0.05
Diluted
$
1.97
$
0.05
Weighted average shares outstanding
Basic
429.1
438.6
Diluted
440.8
452.4
The accompanying notes are an integral part of the consolidated financial statements.
U.K. Annual Report and Accounts
TechnipFMC 157
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
Year Ended December 31,
(In millions)
2024
2023
Net income attributable to TechnipFMC plc
$
869.6
$
22.9
Net (income) loss attributable to non-controlling interests
(12.4)
4.3
Net income attributable to TechnipFMC plc, including non-controlling interest
882.0
18.6
Exchange gain (losses) on translation of foreign operations
(277.2)
111.2
Exchange losses reclassified to net income
10.5
—
Cash flow hedging
(132.8)
41.6
Cash flow hedging gains reclassified to net income
(4.3)
(3.6)
Other comprehensive (loss) income to be reclassified to statement of income in subsequent
years, net of tax
(403.8)
149.2
Actuarial losses on defined benefit plans
(63.9)
(28.5)
Other comprehensive loss not being reclassified to statement of income in subsequent years,
net of tax
(63.9)
(28.5)
Total other comprehensive (loss) income, net of tax
(467.7)
120.7
Total comprehensive income, net of tax
414.3
139.3
Total comprehensive (income) loss attributable to non-controlling interest
(12.2)
0.5
Total comprehensive income attributable to TechnipFMC plc
$
402.1
$
139.8
The accompanying notes are an integral part of the consolidated financial statements.
U.K. Annual Report and Accounts
TechnipFMC 158
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Note
December 31,
(In millions, except par value data)
2024
2023
Assets
Non-current assets
Investments in associates
9
$
244.5
$
274.4
Property, plant and equipment, net
10
2,260.2
2,308.0
Right-of-use assets
4
761.3
740.0
Goodwill
11
140.9
140.9
Intangible assets, net
11
508.3
601.6
Deferred tax assets
7
252.0
148.5
Derivative financial instruments
27
176.8
30.4
Defined benefit asset, less current portion
20
0.4
44.1
Other assets
12
208.6
286.1
Total non-current assets
4,553.0
4,574.0
Current assets
Cash and cash equivalents
13
1,157.7
951.6
Trade receivables, net of allowances of $43.5 in 2024 and $34.5 in 2023
14
1,318.5
1,138.1
Contract assets, net of allowances of $1.3 in 2024 and $1.4 in 2023
5, 14
970.8
1,036.0
Inventories, net
15
1,098.4
1,106.7
Derivative financial instruments
27
347.1
183.4
Income taxes receivable
7
125.6
187.4
Advances paid to suppliers
116.9
89.5
Other current assets
16
354.6
425.4
5,489.6
5,118.1
Assets classified as held for sale
2
—
155.1
Total current assets
5,489.6
5,273.2
Total assets
$
10,042.6
$
9,847.2
Liabilities and equity
Ordinary shares
17
$
423.0
$
432.9
Retained earnings, net income and other reserves
3,895.0
3,454.3
Accumulated other comprehensive loss
17
(1,144.3)
(676.8)
Total TechnipFMC plc shareholders’ equity
3,173.7
3,210.4
Non-controlling interest
17
44.6
35.4
Total equity
3,218.3
3,245.8
Non-current liabilities
Long-term debt, less current portion
19
606.9
965.1
Lease liabilities
4
734.2
705.3
Deferred tax liabilities
7
55.2
133.0
Accrued pension and other post-retirement benefits, less current portion
20
98.1
138.7
Derivative financial instruments
27
242.5
24.8
Non-current provisions
21
1.7
5.2
Other liabilities
23
133.9
79.7
Total non-current liabilities
1,872.5
2,051.8
Current liabilities
Short-term debt and current portion of long-term debt
19
317.2
153.8
Lease liabilities
4
159.2
149.0
Accounts payable, trade
24
1,301.8
1,355.1
Contract liabilities
5
1,729.6
1,470.4
Accrued payroll
185.3
187.8
Derivative financial instruments
27
396.8
179.9
Income taxes payable
7
201.4
182.9
Current provisions
21
259.0
265.7
Other current liabilities including warranty provisions of $52.4 and $45.0 for 2024 and 2023
23
401.5
540.7
4,951.8
4,485.3
Liabilities classified as held for sale
2
—
64.3
Total current liabilities
4,951.8
4,549.6
Total liabilities
6,824.3
6,601.4
Total equity and liabilities
$
10,042.6
$
9,847.2
The accompanying notes are an integral part of the consolidated financial statements.
U.K. Annual Report and Accounts
TechnipFMC 159
The consolidated financial statements were approved by the Board of Directors and signed on its behalf by
Douglas J. Pferdehirt
Director and Chief Executive Officer
March 14, 2025
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TechnipFMC 160
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In millions)
Note
2024
2023
Cash provided by operating activities
Net income
$
882.0
$
18.6
Adjustments to reconcile net income to cash provided by operating activities
Depreciation
4, 10
450.2
447.3
Amortization
11
94.5
89.7
Impairments
10, 11, 22
13.1
1.7
Employee benefit plan and share-based compensation costs
85.2
46.7
Deferred income tax benefit, net
(292.0)
(41.9)
Derivative instruments and foreign exchange
(55.2)
29.6
Income from equity affiliates
(21.7)
(34.4)
Gain on disposal of Measurement Solutions business
(68.3)
—
Payments for debt issuance cost
—
(16.7)
Payments related to taxes withheld on share-based compensation
(49.7)
(17.2)
Dividends received from equity affiliates
50.5
0.2
Financial income classified as investing cash flows
(24.1)
(47.2)
Other
(17.0)
62.9
Changes in operating assets and liabilities, net of effects of acquisitions
Trade receivables, net and contract assets, net
(214.4)
(252.8)
Inventories, net
(60.3)
(84.2)
Accounts payable, trade
8.1
59.2
Contract liabilities
350.2
306.4
Income taxes payable, net
64.3
40.6
Other assets and liabilities, net
(162.6)
134.4
Cash provided by operating activities
1,032.8
742.9
Cash (required) provided by investing activities
Capital expenditures
(281.6)
(218.8)
Proceeds from sale of debt securities
1.4
14.9
Proceeds from sale of assets
19.4
84.7
Proceeds from sale of Measurement Solutions business
186.1
—
Financial income
24.1
47.2
Other
(0.9)
—
Cash required by investing activities
(51.5)
(72.0)
Cash (required) provided by financing activities
Proceeds from issuance of short-term debt
19
0.1
5.0
Repayments of short-term debt
19
(121.4)
(346.6)
Cash settlement for derivative hedging debt
(1.2)
(30.0)
Share repurchases
17
(400.1)
(205.1)
Payments for the principal portion of lease liabilities
4
(161.8)
(141.0)
Dividends paid
17
(85.9)
(43.5)
Proceeds from exercise of stock options
32.2
1.1
Other
(5.9)
—
Cash required by financing activities
(744.0)
(760.1)
Effect of changes in foreign exchange rates on cash and cash equivalents
(31.2)
(16.3)
Increase (decrease) in cash and cash equivalents
206.1
(105.5)
Cash and cash equivalents, beginning of period
13
951.6
1,057.1
Cash and cash equivalents, end of period
13
$
1,157.7
$
951.6
U.K. Annual Report and Accounts
TechnipFMC 161
The following items are included within cash provided by operating activities above:
Year Ended December 31,
(In millions)
2024
2023
Supplemental disclosures of cash flow information
Cash paid for interest on debt
$
66.6
$
96.7
Cash paid for interest on lease
$
51.6
$
52.6
Cash paid for income taxes (net of refunds received)
$
249.7
$
150.7
The following table provides non-cash investing and financing activities:
Year Ended December 31,
(In millions)
2024
2023
Right-of-use assets obtained in exchange for lease obligations
$
94.1
$
115.9
Dividend receivable in exchange for loan receivable
$
—
$
85.0
The accompanying notes are an integral part of the consolidated financial statements.
U.K. Annual Report and Accounts
TechnipFMC 162
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In millions)
Share Capital
Retained
Earnings, Net
Income and
Other Reserves(*)
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling
Interest
Total Equity
Balance as of January 1, 2023
$
442.2
$
3,643.0
$
(793.7) $
36.5
$
3,328.0
Net income (loss)
—
22.9
—
(4.3)
18.6
Total other comprehensive income
—
—
116.9
3.8
120.7
Issuance of ordinary shares, net of shares
withheld for tax (Note 17)
3.0
(20.1)
—
—
(17.1)
Share-based compensation (Note 18)
—
45.8
—
—
45.8
Shares repurchased and cancelled (Note 17)
(12.3)
(192.8)
—
—
(205.1)
Dividends declared and paid (Note 17)
—
(43.5)
—
—
(43.5)
Other
—
(1.0)
—
(0.6)
(1.6)
Balance as of December 31, 2023
$
432.9
$
3,454.3
$
(676.8) $
35.4
$
3,245.8
Net income
$
—
$
869.6
$
—
$
12.4
$
882.0
Total other comprehensive loss
—
—
(467.5)
(0.2)
(467.7)
Issuance of ordinary shares, net of shares
withheld for tax (Note 17)
4.3
(54.0)
—
—
(49.7)
Share-based compensation (Note 18)
—
63.2
—
—
63.2
Proceeds from exercise of stock options
1.3
30.9
—
—
32.2
Shares repurchased and cancelled (Note 17)
(15.5)
(384.6)
—
—
(400.1)
Dividends declared and paid (Note 17)
—
(85.9)
—
(2.3)
(88.2)
Other
—
1.5
—
(0.7)
0.8
Balance as of December 31, 2024
$
423.0
$
3,895.0
$
(1,144.3) $
44.6
$
3,218.3
(*) Included within Retained Earnings, Net Income and Other Reserves at December 31, 2024 is ($58.7 million) of capital redemption reserve
and $30.9 million share premium. Included within Retained Earnings, Net Income and Other Reserves at December 31, 2023 is ($43.2 million)
of capital redemption reserve and nil share premium.
The accompanying notes are an integral part of the consolidated financial statements.
U.K. Annual Report and Accounts
TechnipFMC 163
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ACCOUNTING PRINCIPLES
TechnipFMC plc ("TechnipFMC," the "Company," "we," "us," or "our") is a leading technology provider to the
traditional and new energy industries, delivering fully integrated projects, products, and services. 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.
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.
Details of the Company's activities during the year are provided in the Strategic Report. TechnipFMC is a public
limited company by shares, incorporated and domiciled in England and Wales ("United Kingdom" or "U.K.") and
listed on the New York Stock Exchange (“NYSE”), trading under the “FTI” symbol. The address of the registered
office is Hadrian House, Wincomblee Road, Newcastle upon Tyne, England, NE63PL, United Kingdom. On
February 18, 2022, following a comprehensive review of the strategic objectives, we voluntarily delisted
TechnipFMC’s shares from Euronext Paris.
1.1.
Basis of preparation
The consolidated financial statements of TechnipFMC (the "consolidated financial statements") were prepared in
accordance with U.K.-adopted International Accounting Standards in conformity with the requirements of the
Companies Act 2006 (the "Companies Act") as applicable to companies reporting under those standards.
The consolidated financial statements are expressed in millions of U.S. dollars, unless specified otherwise.
TechnipFMC’s consolidated financial statements have been prepared on a going concern basis under the
historical cost convention as modified by the revaluation of financial assets and liabilities at fair value through
profit or loss.
TechnipFMC’s material accounting policies adopted in the preparation of these consolidated financial
statements are set out below. These policies have been consistently applied to all the years presented, unless
otherwise stated.
1.2.
Going concern
As required by International Accounting Standards ("IAS") 1 "Presentation of Financial Statements" in
determining the basis of preparation for the consolidated financial statements, we have considered the
Company’s business activities, together with the factors likely to affect its future development, performance
and position in order to assess whether the Company may adopt the going concern basis in preparing its
consolidated financial statements.
We are committed to a strong balance sheet and ample liquidity that will enable us to access capital markets
throughout the operating cycle. We believe our liquidity continues to exceed the level required to achieve this
goal.
During the preparation of these consolidated financial statements, we reviewed our expected requirements
through December 31, 2026 and are confident that we will be able to maintain sufficient liquidity, adequate
financial resources and financial flexibility in order to fund the requirements of our business. As of
December 31, 2024, the Company was in a net current asset position of $537.8 million, net debt position of
$659.80 million with available undrawn facilities of $1.25 billion. On April 24, 2023, we amended and
extended our Credit Agreement to April 24, 2028. Based on current market conditions and our future
expectations, our capital expenditures are estimated to be approximately $340.0 million for 2025. We have
excluded any projected contingent capital amounts that may be needed to respond to contract awards, as these
can be amended as required. We do however believe there to be sufficient financing available within the
business to meet these needs. Given that we have a strong and committed balance sheet and ample liquidity,
we are also in a position to access additional capital markets.
U.K. Annual Report and Accounts
TechnipFMC 164
As part of our assessment of going concern we have modelled our projected cash flows under severe but
plausible downside scenarios, including applying a reduction to the 2025 forecasted margins compared with
2024 actuals, similar to the reductions experienced during the pandemic in 2020, and assuming no growth in
2026 from the reduced 2025 forecast. Under all the scenarios which we have modelled, after taking mitigating
actions as required, our forecasts did not indicate a liquidity deficit within the going concern period of review,
on any of the future dates through to December 31, 2026.
We also continue to actively monitor the current economic environment, including inflation, interest rates and
the market volatility caused by persistent geopolitical conflicts and economic sanctions, including the impact on
economic activity. While the current economic conditions continue to create uncertainty, we are confident of
our access to sufficient liquidity in the projected period under severe but plausible downside scenarios.
Most of our cash is managed centrally and flows through bank accounts controlled and maintained by
TechnipFMC globally in various jurisdictions to best meet the liquidity needs of our global operations. We
expect to meet the continuing funding requirements of our global operations with cash generated by such
operations.
Following the above going concern assessment, we concluded that there are no material uncertainties that cast
significant doubt on the Company’s going concern status and that it is a reasonable expectation that the
Company has adequate resources to continue in operational existence for the foreseeable future. For this
reason, we continue to adopt the going concern basis in preparing the consolidated financial statements.
1.3.
Changes in accounting policies and disclosures
(a) Standards, amendments and interpretations effective in 2024
The Company has applied the following new amendments to International Financial Reporting Standards
("IFRS") and International Accounting Standards ("IAS") for the first time in its consolidated financial statements
for the year ended December 31, 2024.
•
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities
with Covenants
•
Amendment to IAS 7 and IFRS 7 - Disclosures: Supplier Finance Arrangements
•
Amendments to IFRS 16 "Leases" - Lease Liability in a Sale and Leaseback
As a result of the adoption of the amendments to IAS 7 and IFRS 7, the Company provided new disclosures for
liabilities under supplier finance arrangements in Note 31. Amendments to IAS 1 and IFRS 16 did not have any
impact on the Company's accounting policies and did not require retrospective adjustments.
IFRIC Agenda Decision - Disclosure of Revenues and Expenses for Reportable Segments (IFRS 8)
In its July 2024 meeting, the IASB approved an Interpretations Committee agenda decision in relation to
segment reporting. The decision deals with specified items of revenue and expenses that need to be disclosed
for each reportable segment. Entities might find that this agenda decision has implications for the level of
information presented in their segment reporting. Agenda decisions do not have an effective date – instead
entities are given sufficient time to identify and implement any accounting changes resulting from them. As a
result of the adoption of this decision the Company provided the updated segment disclosure in Note 3.
There are no other new or amended standards or interpretations adopted during the year that have a
significant impact in the consolidated financial statements.
(b) Standards, amendments and interpretations to existing standards that are issued, not yet effective
and have not been early adopted as of December 31, 2024
Certain new accounting standards and interpretations have been published that are not mandatory for
December 31, 2024 reporting periods and have not been early adopted by the Company. The assessment of
the impact of these new standards and interpretations is set out below.
U.K. Annual Report and Accounts
TechnipFMC 165
Amendments to IAS 21 - Lack of Exchangeability
An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that
is not exchangeable into another currency at a measurement date for a specified purpose. A currency is
exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and
the transaction would take place through a market or exchange mechanism that creates enforceable rights and
obligations. Assessing exchangeability between two currencies requires an analysis of different factors; such as
the time frame for the exchange, the ability to obtain the other currency, markets or exchange mechanisms, the
purpose of obtaining the other currency, and the ability to obtain only limited amounts of the other currency.
When a currency is not exchangeable into another currency, the spot exchange rate needs to be estimated. The
amendments to IAS 21 do not provide detailed requirements on how to estimate the spot exchange rate.
Instead, they set out a framework under which an entity can determine the spot exchange rate at the
measurement date. The amendments will be effective on or after January 1, 2025. We are currently evaluating
the impact of this amendment on our consolidated financial statements and do not expect that the adoption of
the amendments will have a significant impact on the Company's consolidated financial statements.
Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
These amendments clarify the requirements for the timing of recognition and derecognition of some financial
assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash
transfer system. They also clarify and add further guidance for assessing whether a financial asset meets the
solely payments of principal and interest (SPPI) criterion. Also they add new disclosures for certain instruments
with contractual terms that can change cash flows (such as some instruments with features linked to the
achievement of sustainability targets) and make updates to the disclosures for equity instruments designated
at Fair Value through Other Comprehensive Income (FVOCI). The amendments will be effective on or after
January 1, 2026. We are currently evaluating the impact of this amendment on our consolidated financial
statements and do not expect that the adoption of the amendments will have a significant impact on the
Company's consolidated financial statements.
Annual Improvements to IFRS Accounting Standards— Volume 11
Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or
correct relatively minor unintended consequences, oversights or conflicts between the requirements in the
Accounting Standards. The 2024 amendments are to the following standards:
•
IFRS 1 First-time Adoption of International Financial Reporting Standards;
•
IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
•
IFRS 9 Financial Instruments;
•
IFRS 10 Consolidated Financial Statements; and
•
IAS 7 Statement of Cash Flows.
The amendments will be effective on or after January 1, 2026. We are currently evaluating the impact of these
improvements on our consolidated financial statements.
IFRS 18, Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to
achieve comparability of the financial performance of similar entities and provide more relevant information
and transparency to users. The key new concepts introduced in IFRS 18 relate to the structure of the statement
of profit or loss. It requires disclosures in the financial statements for certain profit or loss performance
measures that are reported outside an entity’s financial statements (that is, management-defined performance
measures); and enhances principles on aggregation and disaggregation which apply to the primary financial
statements and notes in general. The amendments will be effective on or after January 1, 2027. We are
currently evaluating the impact of this amendment on our consolidated financial statements.
There are no other standards, amendments or interpretations in issue but not yet adopted that are expected to
have a material impact in the consolidated financial statements.
1.4.
Summary of material accounting policies
U.K. Annual Report and Accounts
TechnipFMC 166
a)
Consolidation principles
Subsidiaries
In accordance with IFRS 10 “Consolidated Financial Statements”, subsidiaries are all entities (including
structured entities) over which TechnipFMC has control. TechnipFMC controls an entity where TechnipFMC has
all the following:
•
the power over the company subject to the investment
•
an exposure or rights to the company’s variable returns
•
the ability to use its power over the entity to affect these returns.
The power to direct the activities of the entity usually exists when holding more than 50% of voting rights in
the entity and these rights are substantive.
Subsidiaries are consolidated as of the acquisition date, being the date on which TechnipFMC obtains control,
and continue to be consolidated until the date control ceases. If TechnipFMC loses control of a subsidiary, the
related assets (including goodwill), liabilities, non-controlling interest and other components of equity are
derecognized, with any gains or losses recognized in net income. Retained investment is recognized at fair
value, with revaluation gain also recognized in net income.
Inter-company transactions, balances and unrealized gains on transactions between TechnipFMC companies are
eliminated. Unrealized gains and losses are also eliminated. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the group.
TechnipFMC treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the group. A change in ownership interest results in an adjustment between
the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the
subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognized in a separate reserve within equity attributable to owners of
TechnipFMC.
Associates and joint arrangements
As per IFRS 11 “Joint Arrangements” (“IFRS 11”), investments in joint arrangements are classified as either joint
operations or joint ventures. The classification depends on the contractual rights and obligations of each
investor, rather than the legal structure of the joint arrangement.
The equity method is used for joint ventures and for investments over which TechnipFMC exercises a
significant influence on operational and financial policies. Unless otherwise indicated, such influence is deemed
to exist for investments in companies in which TechnipFMC’s ownership is between 20% and 50%.
Using the equity method, the investment in an associate or a joint venture is initially recognized at cost. The
carrying amount is then adjusted to reflect changes in TechnipFMC’s share of net assets of the associate or joint
venture since the date of acquisition. Any goodwill relating to the associate or joint venture is included in the
carrying amount of the investment; no separate test for impairment is performed thereon.
TechnipFMC recognizes its share of the results of operations of the associate or joint venture in net income.
Any change in Other Comprehensive Income ("OCI") of those entities are reflected in the statement of OCI.
Changes recorded directly in the equity of the associate or joint venture, when applicable, are recognized in the
statement of changes in equity to the extent of its share therein. Unrealized gains and losses resulting from
transactions between TechnipFMC and its associate or joint venture are eliminated to the extent of the interest
in the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as
TechnipFMC. When necessary, adjustments are made to bring the accounting policies in line with those of the
TechnipFMC.
After the equity method has been applied, TechnipFMC assesses whether there are any indicators, and if that is
the case is it necessary to recognize any impairment loss on its investment in its associate or joint venture.
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Upon objective evidence that the investment in the associate or joint venture is impaired, TechnipFMC
calculates the amount of impairment as the difference between the recoverable amount of the associate or
joint venture and their carrying value. Any impairment loss is recognized as a loss from associates or, if
applicable, as net loss from discontinued operations in the consolidated statement of income.
Upon loss of significant influence over an associate or joint control over a joint venture, TechnipFMC
remeasures any retained investment to its fair value. Differences between the carrying amount of the associate
or joint venture at the date of loss of significant influence or joint control and the fair value of the retained
investment, as well as proceeds from disposal is recognized in net income as income from associates or, if
applicable, as net income from discontinued operations.
Other investments
Companies in which our ownership is less than 20% or which do not represent material investments (such as
dormant companies) are recorded under the “Other Non-Current Financial Assets” and classified as “Financial
Assets at Fair Value through Profit or Loss."
The list of TechnipFMC’s related undertakings as of December 31, 2024 is provided in Note 33.
b)
Recognition of revenue from customer contracts
TechnipFMC accounts for revenue in accordance with IFRS 15 “Revenues from Contracts with Customers” (“IFRS
15”). Revenue is measured based on the consideration specified in a contract with a customer. TechnipFMC
recognizes revenue when or as it transfers control over a good or service to a customer.
Allocation of transaction price to performance obligations - A contract’s transaction price is allocated to each
distinct performance obligation and recognized as revenue, when, or as, the performance obligation is satisfied.
To determine the proper revenue recognition method, we evaluate whether two or more contracts should be
combined and accounted for as one single contract and whether the combined or single contract should be
accounted for as more than one performance obligation. This evaluation requires significant judgment; some of
our contracts have a single performance obligation as the promise to transfer the individual goods or services
is not separately identifiable from other promises in the contracts and, therefore, not distinct. For contracts
with multiple performance obligations, we allocate the contract’s transaction price to each performance
obligation using our best estimate of the standalone selling price of each distinct good or service in the
contract.
Variable consideration - Due to the nature of the work required to be performed on many of our performance
obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and
requires significant judgment. It is common for our long-term contracts to contain variable considerations that
can either increase or decrease the transaction price. Variability in the transaction price arises primarily due to
liquidated damages. TechnipFMC considers its experience with similar transactions and expectations regarding
the contract in estimating the amount of variable consideration to which it will be entitled and determining
whether the estimated variable consideration should be constrained. We include estimated amounts in the
transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will
not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of
variable consideration are based largely on an assessment of our anticipated performance and all information
(historical, current, and forecasted) that is reasonably available to us. Additionally, we may agree on variations
or on claims with a customer that may increase or decrease contract revenue in a period subsequent to which
the contract was initially signed. We record such variation orders only when they are legally enforceable.
Payment terms - Progress billings are generally issued upon completion of certain phases of the work as
stipulated in the contract. Payment terms may either be fixed, lump-sum or driven by time and materials (i.e.,
daily or hourly rates, plus materials). Because typically the customer retains a small portion of the contract
price until completion of the contract, our contracts generally result in revenue recognized in excess of billings
which we present as contract assets in the statement of financial position. Amounts billed and due from our
customers are classified as receivables in the statement of financial position. The portion of the payments
retained by the customer until final contract settlement is not considered a significant financing component
because the intent is to protect the customer. For some contracts, we may be entitled to receive an advance
payment. We recognize a liability for these advance payments in excess of revenue recognized and present it
as contract liabilities in the statement of financial position. The advance payment typically is not considered a
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significant financing component because it is used to meet working capital demands that can be higher in the
early stages of a contract and to protect us from the other party failing to adequately complete some or all of
its obligations under the contract.
Warranty - Certain contracts include an assurance-type warranty clause, typically between 18 to 36 months, to
guarantee that the products comply with agreed specifications. A service-type warranty may also be provided
to the customer; in such a case, management allocates a portion of the transaction price to the warranty based
on the estimated stand-alone selling price of the service-type warranty.
Revenue recognized over time - Performance obligations are satisfied over time as work progresses or at a point
in time when performance obligations are fulfilled and control transfers to the customer. We recognize revenue
over time on contracts where the customer simultaneously receives and consumes the benefit, our
performance creates an asset that the customer controls as the asset is created, or where our performance
does not create an asset with an alternative use, and we have an enforceable right to payment plus a
reasonable profit for performance completed to date. Revenue from products and services transferred to
customers over time accounted for approximately 70.3% of our revenue for the year ended December 31,
2024. Typically, revenue is recognized over time using an input measure (e.g., costs incurred to date relative to
total estimated costs at completion) to measure progress.
Cost-to-cost method - For long-term contracts, because of control transferring over time, revenue is recognized
based on the extent of progress towards completion of the performance obligation. The cost-to-cost measure of
progress for contracts is generally used because it best depicts the transfer of control to the customer which
occurs as costs on the contracts incur. Under the cost-to-cost measure of progress, the extent of progress
towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at
completion of the performance obligation. Revenues, including estimated fees or profits, are recorded
proportionally as costs are incurred. Any expected losses on contracts in progress are charged to earnings, in
total, in the period the losses are identified.
Right to invoice practical expedient - The right-to-invoice practical expedient can be applied to a performance
obligation satisfied over time if we have a right to invoice the customer for an amount that corresponds
directly with the value transferred to the customer for our performance completed to date. When this practical
expedient is used, we do not estimate variable consideration at the inception of the contract to determine the
transaction price or for disclosure purposes. We have contracts which have payment terms dictated by daily or
hourly rates where some contracts may have mixed pricing terms which include a fixed fee portion. For
contracts in which we charge the customer a fixed rate based on the time or materials spent during the project
that correspond to the value transferred to the customer, we recognize revenue in the amount to which we
have the right to invoice.
Contract modifications - Contracts are often modified to account for changes in contract specifications and
requirements. We consider contract modifications to exist when the modification either creates new, or
changes the existing, enforceable rights and obligations. Most of our contract modifications are for goods or
services that are not distinct from the existing contract due to the significant integration service provided in
the context of the contract and are accounted for as if they were part of that existing contract. The effect of a
contract modification on the transaction price and our measure of progress for the performance obligation to
which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue)
on a cumulative catch-up basis.
c)
Foreign currency transactions
Foreign currency transactions (other than those operating in hyperinflationary environments) are translated
into the functional currency at the exchange rate applicable on the transaction date.
At the closing date, monetary assets and liabilities stated in foreign currencies are translated into the functional
currency at the exchange rate prevailing on that date. Resulting exchange gains or losses are directly recorded
in the statement of income, except exchange gains or losses on cash accounts eligible for future cash flow
hedging and for hedging on net foreign currency investments.
Translation of financial statements of subsidiaries in foreign currency
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The income statements of foreign subsidiaries with non-U.S. functional currencies (other than those operating
in hyperinflationary environments) are translated into U.S. dollars at the average exchange rate prevailing
during the year. Statements of financial position are translated at the exchange rate at the closing date.
Differences arising in the translation of financial statements of foreign subsidiaries are recorded in other
comprehensive income (loss) as foreign currency translation reserve. Items that are recognized directly in
equity are translated using the historical rates. The functional currency of the foreign subsidiaries is most
commonly the local currency.
d)
Business combinations
Business combinations are accounted for using the acquisition method of accounting. Under the acquisition
method assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition
date. Determining the fair value of assets and liabilities involves significant judgment regarding methods and
assumptions used to calculate estimated fair values. The purchase price is allocated to the assets acquired,
including identifiable intangible assets, and liabilities based on their estimated fair values. Any excess of the
purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Identifiable
assets are depreciated over their estimated useful lives.
Acquisition-related costs are expensed as incurred and included in the statement of income line item “Selling,
general and administrative expenses."
Adjustments recorded for a business combination on the provisional values of assets, liabilities, and contingent
liabilities are recognized as a retrospective change in goodwill when occurring within a 12-month period after
the acquisition date and resulting from facts or circumstances that existed as of the acquisition date. After this
measurement period ends, any change in valuation of assets, liabilities, and contingent liabilities is accounted
for in the statement of income, with no impact on goodwill.
e)
Segment information
Information by operating segment
Management’s determination of the reporting segments was made on the basis of strategic priorities within
each segment and the differences in the products and services TechnipFMC provides, which corresponds to the
manner in which TechnipFMC’s Chief Executive Officer, as a Chief Operating Decision Maker (“CODM”), reviews
and evaluates operating performance to make decisions about resources to be allocated to the segment. We
operate under two reportable segments: Subsea and Surface Technologies.
Total revenue by segment includes intersegment sales, which are made at prices approximating those that the
selling entity is able to obtain in an arm's length transaction. Segment operating profit is defined as total
segment revenue less segment operating expenses. Income (loss) from equity method investments is included
in segment operating profit. The following items have been excluded in computing segment operating profit:
corporate staff expense, foreign exchange gains (losses), net interest income (expense) associated with
corporate debt facilities, income taxes, and the non-recurring legal settlement charge.
Information by country
Operating activities and performances of TechnipFMC are mostly reported on the basis of United States, Brazil,
Norway, United Kingdom, Angola, Guyana, Australia, United Arab Emirates, Saudi Arabia, Indonesia,
Mozambique, Israel, Ghana and Malaysia.
The items related to segment results disclosed by TechnipFMC in its geographical segment information are the
"Revenue" and the "Property, Plant and Equipment."
Geographical areas are defined according to the following criteria: specific risks associated with activities
performed in a given area, similarity of economic and political framework, regulation of exchange control, and
underlying monetary risks. The geographical breakdown is based on the contract delivery within the specific
country.
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f)
Earnings per share
As per IAS 33 “Earnings per Share” (“IAS 33”), Earnings Per Share (“EPS”) are based on the average number of
outstanding shares over the year, after deducting treasury shares.
Shares repurchased pursuant to our shares repurchase program are immediately cancelled and therefore
excluded from the calculation of the average number of shares outstanding.
Diluted earnings per share amounts are calculated by dividing the net income/ (loss) of the year, restated if
need be for the after-tax financial cost of dilutive financial instruments, by the sum of the weighted average
number of outstanding shares, the weighted average number of share subscription options not yet exercised,
the weighted average number of performance shares granted calculated using the share purchase method, and
the weighted average number of shares of the convertible bonds and, if applicable, the effects of any other
dilutive instrument.
In accordance with the treasury stock method, only dilutive instruments are used in calculating EPS. Dilutive
instruments are those for which the option exercise price plus the future share-based compensation expense
not yet recognized is lower than the average market share price during the EPS calculation period.
g)
Goodwill
Goodwill is measured at the acquisition date as the total of the fair value of consideration transferred, plus the
proportionate amount of any non-controlling interest, plus the fair value of any previously held equity interest
in the acquiree, if any, less the net recognized amount (generally at fair value) of the identifiable assets
acquired and liabilities assumed. If those amounts are less than the fair value of the net identifiable assets of
the business acquired, the difference is recognized directly in the consolidated statement of income as a
bargain purchase. Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or
losses arising from such remeasurement are recognized in the consolidated statement of income.
Goodwill is allocated to a group of cash-generating units (“GCGU”) that are expected to benefit from the
business combination in which the goodwill arose and in all cases is at the operating segment level, which
represents the lowest level at which goodwill is monitored for internal management purposes.
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is not subject to amortization but is tested for impairment at the level of GCGUs the goodwill has been
allocated to, on an annual basis, or more frequently if impairment indicators/ triggering events arise.
TechnipFMC established October 31 as the date of the annual test for impairment of goodwill. TechnipFMC
identifies a potential impairment by comparing the recoverable amount of the applicable GCGU to its carrying
value, including goodwill. If the carrying value exceeds the recoverable amount of the GCGU, management
measures the impairment by comparing the carrying value of the GCGU to its recoverable amount. GCGU with
goodwill are tested for impairment using a quantitative impairment test.
When using the quantitative impairment test, determining the fair value of a CGU is judgmental in nature and
involves the use of estimates and assumptions. TechnipFMC estimates the recoverable amount of its GCGUs
using a discounted future cash flow model. The majority of the estimates and assumptions used in a discounted
future cash flow model involve unobservable inputs reflecting management’s own assumptions about the
assumptions market participants would use in estimating the fair value less cost to sell of a business. These
estimates and assumptions include revenue growth rates and operating margins used to calculate projected
future cash flows, discount rates, and future economic and market conditions. The transition to a lower carbon
global economy may potentially lead to a lower oil and gas price scenario in the future due to declining
demand. Management took into account considerations of uncertainty over the pace of the transition to lower-
carbon supply and demand and the social, political, and environmental actions that will be taken to meet the
goals of the Paris climate change agreement when determining their future revenue growth rates assumptions
and revised the future revenue growth rates assumptions downwards when compared with the prior year
assumptions. The estimates are based upon assumptions believed to be reasonable, but which are inherently
uncertain and unpredictable and do not reflect unanticipated events and circumstances that may occur.
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The GCGU valuation was determined by utilizing the income approach. The income approach estimates
recoverable amount by discounting each GCGU’s estimated future cash flows using a weighted-average cost of
capital that reflects current market conditions and the risk profile of the GCGU. To arrive at the future cash
flows, management uses estimates of economic and market assumptions, including growth rates in revenues,
costs, estimates of future expected changes in operating margins, tax rates, and cash expenditures. Future
revenues are also adjusted to match changes in TechnipFMC’s business strategy. Management believes this
approach is an appropriate valuation method.
See Note 11 for further details.
h)
Property, plant and equipment
In compliance with IAS 16 “Property, Plant and Equipment” (“IAS 16”), an asset is recognized only if the cost
can be measured reliably and if future economic benefits are expected from its use.
Property, plant and equipment is initially recognized at cost or at their fair value in case of business
combinations.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. TechnipFMC
uses different depreciation periods for each of the significant components of a single property, plant and
equipment asset where the useful life of the component differs from that of the main asset. We most
commonly applied the following useful lives:
•
buildings 10 to 50 years
•
vessels 10 to 30 years
•
machinery and equipment 3 to 20 years
•
office fixtures and furniture 5 to 10 years
•
vehicles 3 to 7 years
•
IT equipment 3 to 5 years.
If the residual value of an asset is material and can be measured, it is taken into account in calculating its
depreciable amount.
On a regular basis, we review the useful lives of our assets. That review is based on the effective use of the
assets.
As per IAS 16, dry-dock expenses are capitalized as a separate component of the principal asset. They are
depreciated over a period of three to five years.
Depreciation expenses are recorded in the statement of income as a function of the fixed assets’ use, split
between the following line items: cost of sales and selling, general and administrative expenses.
In accordance with IAS 36 “Impairment of Assets” (“IAS 36”), the carrying value of property, plant and
equipment is reviewed for impairment whenever internal or external indicators/ triggering events indicate that
there may be impairment, in which case, an impairment test is performed. Impairment indicators / triggering
events are changes in circumstances that indicate the carrying amount of property, plant and equipment may
not be recoverable include, but are not limited to, the following:
•
a significant decrease in the market value of property, plant and equipment
•
a significant adverse change in the extent or manner in which property, plant and equipment is used or
in its physical condition
•
a significant adverse change in legal factors or in the business climate that could affect the carrying
value of a property, plant and equipment, including an adverse action or assessment by a regulator or
the increase of risk-adjusted discount rates
•
an accumulation of costs significantly in excess of the amount originally expected for the acquisition or
construction of property, plant and equipment
•
a current period operating or cash flow loss combined with a history of operating or cash flow losses or a
projection or forecast that demonstrates continuing losses associated with the use of property, plant and
equipment
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•
a current expectation that property, plant and equipment will become idle, a significant decrease in
utilization of the asset, the operation to which the asset belongs will be discontinued or restructured,
sold, or otherwise disposed of significantly before the end of its previously estimated useful life.
As an example, indications of impairment loss used for vessels and analyzed together are mainly the asset
workload scheduling, the change in its daily invoicing rate, its age as well as the frequency of its dry-docking.
An assessment is made at each reporting date as to whether there is any indication that previously recognized
impairment losses may no longer exist or may have decreased. If such an indication exists, the revised
recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a
change in the assumptions or estimates used to determine the asset's recoverable amount since the last
impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to the lower
of its recoverable amount and the carrying amount that would have been determined, net of depreciation, had
no impairment loss been recognized for the asset in prior years. Impairment reversals are recognized in net
income.
i)
Leases
Lessee arrangements
TechnipFMC leases real estate, including land, buildings and warehouses, machinery/equipment, vessels,
vehicles, and various types of manufacturing and data processing equipment, from a lessee perspective. Leases
of real estate generally provide for payment of property taxes, insurance, and repairs by TechnipFMC.
TechnipFMC determines if an arrangement is a lease at inception by assessing whether an identified asset
exists and if we have the right to control the use of the identified asset. Leases are included in right-of-use
assets, lease liabilities (current), and lease liabilities (non-current) in the statement of financial position. Right-
of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent
TechnipFMC’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are
recognized at the commencement date based on the present value of the remaining lease payments over the
lease term. With the exception of rare cases in which the implicit rate is readily determinable, TechnipFMC uses
its incremental borrowing rate based on the information available at the commencement date in determining
the present value of lease payments. The right-of-use assets also includes any lease prepayments made and
excludes lease incentives we received from the lessor.
Depreciation of right-of-use assets is recognized on a straight-line basis over the lease term or, the useful life
of the asset, whichever is shorter. Several of TechnipFMC’s leases provide for certain guarantees of residual
value. TechnipFMC estimates and includes in the determination of lease payments any amount probable of
being owed under these residual value guarantees. The leases do not contain any material restrictive
covenants. Right-of-use assets are assessed for impairment in line with the accounting policy for impairment of
property, plant and equipment.
Lease terms within the lessee arrangements may include options to extend/renew or terminate the lease and/
or purchase the underlying asset when it is reasonably certain that we will exercise that option.
In determining the lease term, TechnipFMC considers all facts and circumstances that create an economic
incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is reasonably certain to be extended
(or not terminated). In making this assessment, TechnipFMC considers all relevant economic factors such as
contract-based factors, asset-based factors, entity-based factors, and market-based factors, which include (but
are not limited to) the below:
•
If contractual terms and conditions for the optional periods are attractive compared with current market
rates. For example, the lease payment during the renewal period for an office building is the same rate as
the base rate, which is lower than the market rate for a similar office building.
•
If leasehold improvements are expected to have significant economic value for the lessee when the
option to renew or terminate the lease or to purchase the underlying asset becomes exercisable. For
example, TechnipFMC, as a lessee, makes modifications to a production building it is leasing. Because
these modifications were costly, it would be more economically beneficial for TechnipFMC to renew the
building lease than to uninstall the modifications and start a new lease in a different building.
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•
If the lessee would incur substantial additional costs relating to the termination of the lease and/or the
signing of a new lease, such as negotiation costs, relocation costs, costs of identifying another underlying
asset suitable for operations, or costs associated with returning the underlying asset in a specified
condition or to a specified location.
•
If the underlying asset is important to the lessee’s operations. For example, if the underlying asset is a
specialized asset and the location of the underlying asset is important.
TechnipFMC applies a portfolio approach by asset class to determine lease term renewals. The leases within
these portfolios are categorized by asset class and have initial lease terms that vary depending on the asset
class. The renewal terms range from 60 days to 5 years for asset classes such as temporary residential housing,
forklifts, vehicles, vessels, office and IT equipment, and tool rentals, and up to 15 years or more for commercial
real estate. Short-term leases with an initial term of 12 months or less that do not include a purchase option
are not recorded in the statement of financial position. Lease costs for short-term leases are recognized on a
straight-line basis over the lease term and amounts related to short-term leases are disclosed within the
consolidated financial statements. Renewal options are only included when it is considered reasonably certain
that an option to extend a lease will be exercised.
TechnipFMC has variable lease payments, including adjustments to lease payments based on an index or rate
(such as the Consumer Price Index or a market interest rate), fair value adjustments to lease payments, and
common area maintenance, real estate taxes, and insurance payments in triple-net real estate leases. Variable
lease payments that depend on an index or a rate are included when measuring initial lease liability of the
lease arrangements using the payments’ base rate or index. We remeasure the lease liability when there is a
change in future lease payments resulting from a change in such index or rate. Variable payments that do not
depend on an index or rate are recognized in net income and are disclosed as ‘variable lease cost’ in the period
they are incurred.
TechnipFMC adopted the practical expedient to not separate lease and non-lease components for all asset
classes except for vessels, which have significant non-lease components. Leases of low-value assets are not
recorded in the statement of financial position and the lease expense is recognized on a straight-line basis.
TechnipFMC subleases certain of its leased real estate and vessels to third parties. These subleases are
classified as operating leases.
Lessor arrangements
TechnipFMC leases real estate including land, buildings and warehouses, machinery/equipment, and vessels
from a lessor perspective. TechnipFMC determines if an arrangement is a lease at inception by assessing
whether an identified asset exists and if the customer has the right to control the use of the identified asset.
TechnipFMC uses the implicit rate for its lessor arrangements. TechnipFMC estimates the amount it expects to
derive from the underlying asset following the end of the lease term based on remaining economic life. Income
from operating leases is recognized on a straight-line basis over the term of the relevant lease. The lessor
arrangements generally do not include any residual value guarantees. TechnipFMC recognizes lessee payments
of lessor costs such as taxes and insurance on a net basis when the lessee pays those costs directly to a third
party or when the amount paid by the lessee is not readily determinable.
j)
Intangible assets
Internally generated research and development costs
Research costs are expensed when incurred. In compliance with IAS 38 “Intangible Assets”, development costs
are capitalized if all of the following criteria are met:
•
the projects are clearly identified
•
the ability to reliably measure expenditures incurred by each project during its development
•
the ability to demonstrate the technical and industrial feasibility of the project
•
maintain the financial and technical resources available to achieve the project
•
the ability to demonstrate the intention to complete, to use or to commercialize products resulting from the
project
•
the ability to demonstrate the existence of a market for the output of the intangible asset, or, if it is used
internally, the usefulness of the intangible asset.
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Other intangible assets
Intangible assets other than goodwill (including those acquired in a business combination) are amortized on a
straight-line basis over their expected useful lives, as follows:
•
Acquired technology: 7 to 10 years
•
Backlog: as per the timeframe of the outstanding orders (usually less than 3 years)
•
Customer relationships: lower of 10 years or the terms of the customer contracts
•
Trade names; Licenses, Patents and Trademarks: lower of 20 years or the period set forth in the legal
conditions
•
Software (including software rights, proprietary IT tools, such as the E-procurement platform, or
TechnipFMC’s management applications): 3 to 7 years.
In accordance with IAS 36, the carrying value of intangible assets is reviewed for impairment whenever
internal or external indicators/ triggering events indicate that there may be impairment, in which case, an
impairment test is performed.
k)
Impairment of non-financial assets
Non-financial assets, property, plant and equipment, and identifiable intangible assets being amortized are
reviewed for impairment whenever internal or external indicators/ triggering events or changes in
circumstances indicate the carrying amount of the asset or cash-generating unit (“CGU”) may not be
recoverable. If any indication exists, or when annual impairment testing for an asset is required, TechnipFMC
estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s
fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets
or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount.
In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset, including growth rates in revenues, costs, estimates of future expected changes in operating margins,
and cash expenditures. Future revenues are also adjusted to match changes in the business strategy. Factors
that could trigger a lower value in use estimate include sustained price declines of a CGU’s products and
services, cost increases, regulatory or political environment changes, changes in customer demand, and other
changes in market conditions, which may affect certain market participant assumptions used in the discounted
future cash flow model.
The expected future cash flows used for impairment reviews and related fair value calculations are based on
judgmental assessments of future productivity of the asset, increased operating costs as a result of inflation,
capital decisions and possible additional impacts from emerging risks such as those related to climate change
and the transition to a lower carbon economy and pandemics. Oil and gas price assumptions have a significant
impact on impairment assessments of non-financial assets and are inherently uncertain. Furthermore, the
estimation of future oil and gas prices is subject to increased uncertainty, given climate change and the global
energy transition. If future market conditions deteriorate beyond the current expectations and assumptions,
impairments of non-financial assets may be identified if management concludes that the carrying amounts are
no longer recoverable.
During the review for impairment, we considered whether climate change indicated the carrying amount of
non-financial assets may not be recoverable. In relation to vessels, we have conducted an evaluation on the
efforts needed to reduce Scope 1 emissions from fuel consumption and identified initiatives such as the
upgrade of vessels and use of alternative fuel, in alignment with commercial and regulatory analysis. For all
other property, plant and equipment, given the expected continued investment globally in the oil and gas
sector over the near to medium term, the relatively short period over which these assets are depreciated and
the adaptability of services that can be provided, we do not consider climate change to be a specific indicator
of impairment. The impact of changes to fuel sources for vessels has been assessed and we do not consider this
to be an indicator of impairment. See Note 10 for further details.
In determining the fair value less costs of disposal, recent market transactions are taken into account. If no
such transactions can be identified, an appropriate valuation model is used.
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Non-financial assets other than goodwill with an accumulated impairment loss are reviewed for possible
reversal of the impairment at the end of each reporting period. If there is such indication, TechnipFMC
estimates the asset’s or CGU’s recoverable amount as described above. A previously recognized impairment is
reversed only if there has been a change in the assumptions or estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognized. The reversal is recognized in net income
and is limited to the extent that the revised carrying amount of the asset or CGU does not exceed the carrying
amount (net of depreciation) that would be applicable without impairment loss recognized in prior years.
l)
Fair value measurement
TechnipFMC measures certain financial instruments (including derivatives) at fair value at each statement of
financial position date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
TechnipFMC uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use
of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements
are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
•
Level 1: observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active
markets
•
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability
either directly or indirectly
•
Level 3: unobservable inputs (e.g., a reporting entity’s own data).
For assets and liabilities that are recognized in the consolidated financial statements at fair value on a
recurring basis, TechnipFMC determines whether transfers have occurred between levels in the hierarchy by
re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as
a whole) at the end of each reporting period.
m) Financial assets
Financial assets are categorized at initial recognition, as subsequently measured at either amortized cost, at fair
value through other comprehensive income (“FVOCI”), or at fair value through profit or loss (“FVTPL”). Financial
assets are initially measured at their fair values plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs.
For debt instruments this classification depends on the financial asset’s contractual cash flow characteristics as
well as business model according to which TechnipFMC is managing them.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course
of business. Trade receivables are recognized initially at the amount of consideration that is unconditional
unless they contain significant financing components, when they are recognized at fair value. TechnipFMC
holds the trade receivables with the objective to collect the contractual cash flows and therefore measures
them subsequently at amortized cost using the effective interest method.
Transactions on financial assets that require delivery of assets within a time frame legally or contractually
(regular way trades) are recognized on the trade date, being the date when TechnipFMC commits to acquire or
sell the asset.
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For purposes of subsequent measurement, financial assets are classified in three categories:
•
financial assets at amortized cost
•
financial assets at FVOCI, either with recycling or no recycling of cumulative gains and losses
•
financial assets at fair value through profit or loss.
TechnipFMC currently has no financial assets at FVOCI.
Financial assets at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business model with the objective to hold financial assets in order to
collect contractual cash flows
•
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost are subsequently measured using the effective interest rate and are also
subject to impairment. Gains and losses are recognized in net income within the Other Income (Expense) line
when the asset is derecognized, impaired or contractual cash-flows change.
TechnipFMC’s financial assets at amortized cost include trade receivables, loans issued to third or related
parties, and debt notes receivable presented under other non-current financial assets or other current assets,
as applicable.
Financial assets at FVTPL
Financial assets at FVTPL include:
•
financial assets held for trading (i.e., those which are acquired for the purpose of selling or repurchasing in
the near term)
•
financial assets designated upon initial recognition at FVTPL (in order to eliminate, or significantly reduce,
an accounting mismatch)
•
financial assets required to be measured at fair value (i.e., assets with cash flows that are not solely
payments of principal and interest, irrespective of the business model).
Derivatives, including separated embedded derivatives, are also classified as held for trading except for those
designated as effective hedging instruments. Financial assets at FVTPL are carried in the statement of financial
position at fair value with net changes in fair value recognized in the statement of income.
This category includes derivative instruments, listed and non-quoted equity investments which TechnipFMC
had not irrevocably elected to classify at FVOCI, as well as certain liquid, frequently traded debt instruments
such as treasury bills.
Dividends on listed equity investments are also recognized in the statement of income when the right of
payment has been established.
Impairment of financial assets
An allowance for Expected Credit Losses (“ECL”) is recognized on a forward-looking basis for financial assets at
amortized costs and FVOCI. The impairment methodology applied depends on whether there has been a
significant increase in credit risk.
Impairment of trade receivables and contract assets
For trade receivables and contract assets, TechnipFMC applies the IFRS 9 simplified approach to measuring ECL
which uses a lifetime expected loss allowance. The contract assets relate to unbilled work in progress and have
substantially the same risk characteristics as the trade receivables for the same types of contracts. TechnipFMC
has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of
the loss rates for the contract assets.
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TechnipFMC considers historical credit loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment to determine lifetime expected losses. Based on customer experience,
customer relationships, and the nature of the long-term projects, TechnipFMC considers a financial asset in
default when contractual payments are significantly past due. Also, in cases when internal or external
information indicates that it is unlikely to receive the outstanding contractual cash flows before considering
any credit enhancements, TechnipFMC also considers a financial asset to be in default. A financial asset is
written off when there is no reasonable expectation of recovering the contractual cash flows.
See Note 30 for details.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognized when:
•
The rights to receive cash flows from the asset have expired.
•
TechnipFMC has transferred its rights to receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement and either (a) TechnipFMC has transferred substantially all the risks and rewards of the asset,
or (b) TechnipFMC has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When TechnipFMC has transferred its rights to receive cash flows from an asset or has entered into a pass-
through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, TechnipFMC continues to recognize the transferred asset to the extent of its
continuing involvement. In that case, TechnipFMC also recognizes an associated liability. The transferred asset
and the associated liability are measured on a basis that reflects the rights and obligations that TechnipFMC
has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that TechnipFMC could
be required to repay.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the statement of financial
position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention
to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
n)
Financial liabilities
Financial liabilities are classified, at initial recognition, as:
•
financial liabilities at FVTPL (i.e., instruments held for trading including derivatives not designated as
hedging instruments and also instruments designated upon initial recognition as of FVTPL)
•
financial debt at amortized cost
•
trade and other payables
•
derivatives designated as hedging instruments in an effective hedge.
Financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
Financial liabilities at FVTPL
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the
near term.
Gains or losses on liabilities held for trading are recognized in the statement of income.
TechnipFMC has not elected to designate any financial liability as of FVTPL.
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Financial debts (current and non-current)
Current and non-current financial debts include bond loans, commercial paper programs, and other borrowings.
After initial recognition, the debt instrument is measured at amortized cost using the effective interest rate
method. Transaction costs, such as issuance fees and redemption premium are included in the cost of debt on
the liability side of the statement of financial position, as an adjustment to the nominal amount of the debt. The
difference between the initial debt measurement and redemption amount at maturity is amortized at the
effective interest rate.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as the derecognition of the original liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognized in the statement of income.
o)
Derivative financial instruments and hedging instruments
Initial recognition and subsequent measurement
TechnipFMC uses derivative financial instruments, such as forward contracts, swaps, and options to hedge its
risks, in particular foreign exchange risks. Such derivative financial instruments are initially recognized at fair
value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value.
Derivative instruments are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative.
Every derivative financial instrument held by TechnipFMC is aimed at hedging future cash inflows or outflows
against exchange rate fluctuations during the period of contract performance. Derivative instruments and in
particular forward exchange transactions are aimed at hedging future cash inflows or outflows against
exchange rate fluctuations in relation to awarded commercial contracts, or material, labor, and overhead
expenses.
In some cases, TechnipFMC may enter into foreign currency options for some proposals during the bid-period.
These options are not designated for hedge accounting.
For the purpose of hedge accounting, instruments qualifying as hedges are classified as:
•
fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability
or an unrecognized firm commitment (TechnipFMC currently has no financial instruments designated for
such hedging relationship)
•
cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a
particular risk associated with a recognized asset or liability or a highly probable forecast transaction or
the foreign currency risk in an unrecognized firm commitment
•
hedges of a net investment in a foreign operation (TechnipFMC currently has no financial instruments
designated for such hedging relationship).
When implementing hedging transactions, each of TechnipFMC’s subsidiaries enters into forward exchange
contracts with banks or with TechnipFMC Cash B.V., the company that performs centralized treasury
management for TechnipFMC. However, under treasury center accounting only instruments backed by a third
party outside of TechnipFMC are designated as hedging instruments.
At the inception of a hedge relationship, TechnipFMC formally designates and documents the hedge
relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for
undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk
being hedged and how TechnipFMC will assess whether the hedging relationship meets the hedge effectiveness
requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is
determined). A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness
requirements:
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•
There is ‘an economic relationship’ between the hedged item and the hedging instrument.
•
The effect of credit risk does not ‘dominate the value changes’ that result from that economic relationship.
•
The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged
item that TechnipFMC actually hedges and the quantity of the hedging instrument that TechnipFMC actually
uses to hedge that quantity of hedged item.
Hedges that meet all the qualifying criteria for hedge accounting are accounted for as described below. The fair
value of derivative financial instruments is estimated on the basis of valuations provided by bank
counterparties or financial models commonly used in financial markets, using market data as of the statement
of financial position date.
A derivative instrument qualifies for hedge accounting (fair value hedge or cash flow hedge) when there is a
formal designation and documentation of the hedging relationship, and of the effectiveness of the hedge
throughout the life of the contract. A fair value hedge aims at reducing risks incurred by changes in the market
value of some assets, liabilities or firm commitments. A cash flow hedge aims at reducing risks incurred by
variations in the value of future cash flows that may impact net income in the statement of income.
All derivative instruments are recorded and disclosed in the statement of financial position at fair value.
Derivative instruments not considered for hedge accounting are also classified as current assets and liabilities.
Changes in fair value are recognized as follows:
•
Regarding cash flow hedges, the effective portion of the gain or loss of the hedging instrument is recorded
directly in OCI, and the ineffective portion of the gain or loss on the hedging instrument is recorded in the
statement of income. The amounts accumulated in OCI are accounted for depending on the nature of the
underlying hedged transaction. If the hedged transaction subsequently results in the recognition of a non-
financial item, the accumulated amount is included in the initial cost or other carrying amount of the
hedged asset or liability. This is not a reclassification adjustment and will not be recognized in OCI for the
period. For any other cash flow hedges, the amount accumulated in OCI is reclassified in net income as a
reclassification adjustment in the same period or periods during which the hedged cash flows affect net
income. If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must
remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the
amount will be immediately reclassified to the consolidated statement of income as a reclassification
adjustment. After discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated
OCI must be accounted for depending on the nature of the underlying transaction as described above.
•
The changes in fair value of derivative financial instruments that qualify as fair value hedge are recorded
as financial income or expenses. The ineffective portion of the gain or loss is immediately recorded in the
statement of income. The carrying amount of a hedged item is adjusted by the gain or loss on this hedged
item which may be allocated to the hedged risk and is recorded in the statement of income.
•
The changes in fair value of derivative financial instruments that do not qualify as hedging in accounting
standards are directly recorded in the statement of income.
TechnipFMC designates only the spot element of forward contracts as a hedging instrument. The forward
element of contracts receiving hedge accounting is recognized in the statement of income in the same line item
as the underlying hedged item.
See Note 27 for further details.
p)
Inventories
Inventories are recognized at the lower of cost and net realizable value with cost being principally determined
on a weighted-average cost basis.
Write-down of inventories are recorded when the net realizable value of inventories is lower than their
carrying value.
q)
Advances paid to suppliers
Advance payments made to suppliers under long-term contracts are shown under the “Advances Paid to
Suppliers” line item, on the asset side of the statement of financial position.
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r)
Cash and cash equivalents
Cash and cash equivalents consist of cash in bank and in hand, fixed term deposits, and securities fulfilling the
following criteria: an original maturity of less than three months, highly liquid, a fixed exchange value, and an
insignificant risk of loss of value. Securities are measured at their fair market value at year-end. Any change in
fair value is recorded in the statement of income.
s)
Share-based compensation
The measurement of share-based compensation expense on restricted share awards is based on the market
price at the grant date and the number of shares awarded. The fair value of performance shares is estimated
using a combination of the closing stock price on the grant date and the Monte Carlo simulation model.
TechnipFMC utilizes the Black-Scholes options pricing model to measure the fair value of share options granted,
excluding from such valuation the service and non-market performance conditions (which are considered in the
expected number of awards that will ultimately vest) but including market conditions (Note 18). The share-
based compensation expense for each award is recognized during the vesting period (i.e. the period in which
the service and, where applicable, the performance conditions are fulfilled). The cumulative expense recognized
for share-based employee compensation at each reporting date reflects the already expired portion of the
vesting period and TechnipFMC’s best estimate of the number of awards that will ultimately vest. The expense
or credit in the statement of income for a period represents the movement in cumulative expense recognized
as of the beginning and end of that period.
t)
Provisions
Provisions are recognized if and only if the following criteria are simultaneously met:
•
TechnipFMC has an ongoing obligation (legal or constructive) as a result of a past event.
•
The settlement of the obligation will likely require an outflow of resources embodying economic benefits
without expected counterpart.
•
The amount of the obligation can be reliably estimated: provisions are measured according to the risk
assessment or the exposed charge, based upon best-known elements.
Contract loss provisions
Contract loss provisions are recorded for contract losses that arise because estimated cost for the contract
exceeds estimated contract revenue. The losses expected to complete a contract are recognized in the entire
amount in the year in which they are considered probable and are recorded within project costs.
Contingencies related to contracts
These provisions relate to claims and litigation on contracts.
Restructuring
Once a restructuring plan has been decided and the interested parties have been informed, the plan is
scheduled and valued. Restructuring provisions are recognized in accordance with IAS 37 “Provisions,
Contingent Liabilities and Contingent Assets” (“IAS 37”) and presented within Restructuring, Impairment and
Other Expenses (Income) in the statement of income.
u)
Pensions and other long-term benefits
TechnipFMC sponsors various end-of-service and retirement employee benefit plans. Payments under such
employee benefit plans are made either at the date of the employee’s termination of service with TechnipFMC
or at a subsequent date or dates in accordance with the laws and practices of each country in which a
participant resides. Depending on the employing entity, the main defined benefit plans can be:
•
end-of-career benefits, to be paid at the retirement date
•
deferred compensation, to be paid when an employee leaves TechnipFMC
•
retirement benefits to be paid in the form of a pension.
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TechnipFMC assesses its obligations in respect of employee pension plans and other long-term benefits such as
“jubilee benefits,” post-retirement medical benefits, special termination benefits, and cash incentive plans. The
plan assets are recorded at fair value.
The defined benefits obligations are estimated by independent actuaries using the projected unit credit
actuarial valuation method as per IAS 19 “Employee Benefits”. The actuarial assumptions used to determine the
obligations may vary depending on the country. The actuarial estimation is based on usual parameters such as
future wage and salary increases, life expectancy, staff turnover rate, and inflation rate. Defined benefit assets
can only be recognized to the extent that there are benefits in the form of refunds from the plan or reductions
in future contributions to the plan. The fair value of an overfunded plan can be recognized as a defined benefit
asset only to the extent that the surplus represents an increase in the present value of the economic benefits.
The defined benefit liability equals the present value of the defined benefit obligation after deducting the fair
value of plan assets. Present value of the defined benefit obligation is determined using the present value of
future cash disbursements based on interest rates of corporate bonds, in the currency used for benefit
payment, and whose term is equal to the average expected life of the defined benefit plan.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and the fair value of plan assets. This cost is included in Other income/ (expense), net in the
consolidated statement of income.
The actuarial gains and losses resulting from adjustments related to experience and changes in actuarial
assumptions are recorded in OCI.
Accounting for buy-in contracts
The purchase of a buy-in contract results in no settlement accounting because the Company has not been
relieved of primary responsibility for the benefit obligation. Since settlement accounting is not applied and the
contract is not considered an annuity, the buy-in contract represents a plan asset. The payments under the
buy-in contract will match the amount and timing of benefits payable from the pension plan, therefore the fair
value of the reimbursement right is deemed to be the present value of the related obligation. The difference
between the cost of purchasing an insurance policy (i.e. the cost of the buy-in contract) and the present value
of the defined benefit obligation to which it relates, is accounted for as an actuarial loss and is reflected in
other comprehensive income. In the statement of financial position, a reimbursement right asset is treated in
the same way as plan assets, except for its recognition as a separate asset rather than deducting it to
determine the defined benefit liability.
See Note 20 for further details.
v)
Income tax
Deferred income taxes are recognized in accordance with IAS 12 “Income Taxes” (“IAS 12”), measured at the tax
rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax
rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period on all
temporary differences at the closing date, between the tax bases of assets and liabilities and their carrying
amounts.
Deferred income taxes are reviewed at each closing date to take into account the effect of any changes in tax
law and in the prospects of recovery.
Deferred income tax assets are recognized for all deductible temporary differences, unused tax credits carry-
forwards and unused tax losses carry-forwards, to the extent that it is probable that taxable profit will be
available. To the extent we believe recovery is not probable, no deferred tax asset is recognized. We believe
this assessment is susceptible to change from period to period, requires management to make assumptions
about our future income, and can be potentially material to the results of operations. In estimating future
income, we use our internal operating budgets and long-range planning projections. We develop our budgets
and long-range projections based on recent results, trends, economic and industry forecasts influencing the
segments’ performance, our backlog, planned timing of new product launches, and customer sales
commitments.
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To properly estimate the existence of future taxable income on which deferred tax assets could be allocated,
the following items are taken into account:
•
existence of temporary differences which will cause taxation in the future
•
forecasts of taxable results
•
analysis of the past taxable results
•
existence of significant and non-recurring income and expenses, included in the past tax results, which
should not repeat in the future.
Deferred income tax liabilities are recognized for all taxable temporary differences, except restrictively
enumerated circumstances, in accordance with the provisions of IAS 12.
Tax assets and liabilities are not discounted.
Provision for income tax expense (benefit) for the period is the tax payable on the current period's taxable
income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
end of the reporting period in the countries where TechnipFMC and our subsidiaries and associates operate and
generate taxable income. We periodically evaluate positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on
the basis of amounts expected to be paid to the tax authorities.
We recognize tax benefits related to uncertain tax positions when, in our judgment, it is more likely than not
that such positions will be sustained on examination, including resolutions of any related appeals or litigation,
based on the technical merits. We may engage the services of a professional firm, together with the expertise
and historic experience of the in-house tax team when the provision is particularly judgmental or complex. We
adjust our liabilities for uncertain tax positions when our judgment changes as a result of new information
previously unavailable. Due to the complexity of some of these uncertainties, their ultimate resolution may
result in payments that are materially different from our current estimates. Any such differences will be
reflected as adjustments to income tax expense in the periods in which they are determined. We have
determined our tax position by applying the expected value approach in accordance with the principles of
International Financial Reporting Interpretations Committee ("IFRIC") 23 "Uncertainty over Income Tax
Treatment".
See Note 7 for further details.
w) Non-current assets held for sale or distribution to equity holders
TechnipFMC classifies non-current assets and disposal groups as held for sale/or distribution to equity holders
of the parent if their carrying amounts will be recovered principally through a sale transaction or a distribution
rather than through continuing use. Such non-current assets and disposal groups classified as held for sale/or
distribution are measured at the lower of their carrying amount and fair value less costs to sell or distribute.
Costs to sell/or distribute are the incremental costs directly attributable to the sale or distribution, excluding
finance costs and income tax expense.
The criteria for held for sale/or distribution classification is regarded as met only when the sale/or distribution
is highly probable and the asset or disposal group is available for immediate sale/or distribution in its present
condition. Actions required to complete the sale/or distribution should indicate that it is unlikely that
significant changes to the sale/or distribution will be made or that the decision to sale/or distribute will be
withdrawn. Management must be committed to the sale/or distribution expected within one year from the date
of the classification.
x)
Cash dividend and non-cash distribution to equity holders
TechnipFMC recognizes a liability to make cash or non-cash distributions to its equity holders when the
distribution is approved by its shareholders. A corresponding amount is recognized directly in the statement of
equity.
y)
Current/ non-current distinction
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TechnipFMC presents current and non-current assets and current and non-current liabilities as separate
classifications in its statement of financial position. Current assets include assets (such as inventories, trade
receivables, and contract assets) that are sold, consumed or realized as part of the normal operating cycle even
where they are not expected to be realized within 12 months after the reporting period. Some current
liabilities, such as trade payables, contract liabilities, and some accruals for employee and other operating
costs, are part of the working capital used in the Company’s normal operating cycle. Such operating items are
classified as current liabilities even if they are due to be settled more than 12 months after the reporting
period.
z)
Hyperinflationary accounting
TechnipFMC applies provisions of IAS 29, Hyper inflationary economies ("IAS 29") to the financial statements of
our subsidiaries whose functional currency is the currency of a hyper-inflationary economy. Non-monetary
assets, liabilities, and equity items are retranslated in terms of the measuring unit current at the statement of
financial position date with the resultant monetary gain (losses) recognized in Other income and expenses. The
prior year comparatives, for both monetary and non-monetary items, are retranslated in terms of the
measuring unit current at the end of the latest reporting period.
In 2018 we started to apply inflationary accounting to the financial statements of our subsidiaries in Argentina.
See Note 30.2 for details.
aa) Supplier finance arrangements
In determining the supplier finance arrangements presentation, management applies judgement to determine
how to present supplier finance arrangements. TechnipFMC presents a financial liability as a trade payable only
when the liability:
•
represents a liability to pay for goods or services;
•
is invoiced or formally agreed with the supplier; and
•
is part of the working capital used in the TechnipFMC’s normal operating cycle.
Based on the terms and conditions of the supplier finance arrangements, TechnipFMC has determined to
present the liability as trade payable within "Accounts payable, trade" due to the operating nature of
arrangements. Therefore, Company presents cash outflows to settle the liability as arising from operating
activities in its consolidated statements of cash flows. See Note 31 for details.
1.5.
Use of critical accounting estimates, assumptions and judgements
The preparation of the consolidated financial statements requires the use of critical accounting estimates,
judgments, and assumptions and may affect the assessment and disclosure of assets and liabilities at the date
of the financial statements, as well as the income and the reported expenses regarding this financial year.
Estimates may be revised if the circumstances and the assumptions on which they were based change, if new
information becomes available, or as a result of greater experience. Consequently, the actual result from these
operations may differ from these estimates.
Other disclosures relating to TechnipFMC’s exposure to risks and uncertainties includes:
•
Capital management (Note 17)
•
Market related exposures (Note 30).
a)
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amount of assets and
liabilities within the next financial year relate to revenue recognition and accounting for pension and other
post-retirement benefit plans are described below.
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Revenue recognition
The majority of our revenue is derived from long-term contracts that can span several years. TechnipFMC
accounts for revenue in accordance with IFRS 15. The unit of account in IFRS 15 is a performance obligation. A
contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue
when, or as, the performance obligation is satisfied. The performance obligations are satisfied over time as
work progresses or at a point in time.
A significant portion of our total revenue recognized over time relates to our Subsea segment. Because of
control transferring over time, revenue is recognized based on the extent of progress towards completion of
the performance obligation. The selection of the method to measure progress towards completion requires
judgment and is based on the nature of the products or services to be provided. We generally use the cost-to-
cost measure of progress for our contracts because it best depicts the transfer of control to the customer that
occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress
towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at
completion of the performance obligation. Revenues, including estimated fees or profits, are recorded
proportionally as costs are incurred.
Due to the nature of the work required to be performed on many of the performance obligations, the
estimation of total revenue and cost at completion is complex, subject to many variables, and requires
significant judgment. It is common for the long-term contracts to contain award fees, incentive fees, or other
provisions that can either increase or decrease the transaction price. We include estimated amounts in the
transaction price when we believe we have an enforceable right to the modification, the amount can be
estimated reliably, and its realization is highly probable. The estimated amounts are included in the transaction
price to the extent it is highly probable that a significant reversal of cumulative revenue recognized will not
occur when the uncertainty associated with the variable consideration is resolved.
TechnipFMC executes contracts with its customers that clearly describe the equipment, systems, and/or
services. After analyzing the drawings and specifications of the contract requirements, the project engineers
estimate total contract costs based on their experience with similar projects and then adjust these estimates
for specific risks associated with each project, such as technical risks associated with a new design. Costs
associated with specific risks are estimated by assessing the probability that conditions arising from these
specific risks will affect the total cost to complete the project. After work on a project begins, assumptions that
form the basis for the calculation of total project cost are examined on a regular basis and the estimates are
updated to reflect the most current information and management’s best judgment.
Adjustments to estimates of contract revenue, total contract cost, or extent of progress toward completion are
often required as work progresses under the contract and as experience is gained, even though the scope of
work required under the contract may not change. The nature of accounting for long-term contracts is such that
refinements of the estimating process for changing conditions and new developments are continuous and
characteristic of the process. Consequently, the amount of revenue recognized over time is sensitive to changes
in estimates of total contract costs, which include labor rates and hours and materials and supplies. There are
many factors, including, but not limited to, the ability to properly execute the engineering and design phases
consistent with customers’ expectations, the availability and costs of labor and material resources, productivity,
and weather, all of which can impact vessel time and expense and affect the accuracy of cost estimates, and
ultimately, the future profitability.
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. 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.
U.K. Annual Report and Accounts
TechnipFMC 185
Our gross profit for the year ended December 31, 2023 was negatively impacted on a net basis by
approximately $92.3 million, as a result of changes in contract estimates related to projects that were in
progress as of December 31, 2022, with $91.0 million and $1.3 million in our Subsea and Surface Technologies
segments, respectively. Certain projects that were significantly impacted negatively by changes to estimated
project costs during this period totaled $106.1 million. These were offset partially by projects with material
positive impacts from favorable negotiations of variable considerations of $39.1 million. The remaining other
changes resulted in a net negative impact of $25.3 million.
See Note 5 for further details.
Accounting for pension and other post-retirement benefit plans
The determination of the projected benefit obligations of TechnipFMC’s pension and other post-retirement
benefit plans are important to the recorded amounts of such obligations on our statement of financial position
and to the amount of pension expense in our statements of income. In order to measure the obligations and
expenses associated with our pension benefits, management must make a variety of estimates, including
discount rates used to value certain liabilities, rate of compensation increase, employee turnover rates,
retirement rates, mortality rates, and other factors. Management updates these estimates on an annual basis or
more frequently upon the occurrence of significant events. These accounting estimates bear the risk of change
due to the uncertainty and difficulty in estimating these measures. Different estimates used by management
could result in recognition of different amounts of expense over different periods of time.
The discount rate affects the interest cost component of net periodic pension cost and the calculation of the
projected benefit obligation. The discount rate is based on rates at which the pension benefit obligation could
be effectively settled on a present value basis. Discount rates are derived by identifying a theoretical
settlement portfolio of long-term, high quality (“AA” rated) corporate bonds at the determination date that is
sufficient to provide for the projected pension benefit payments. An application of a determined discount rate
results in a discounted value of the pension benefit payments that equate to the market value of the selected
bonds. The resulting discount rate is reflective of both the current interest rate environment and the pension’s
distinct liability characteristics. Significant changes in the discount rate, such as those caused by changes in the
yield curve, the mix of bonds available in the market, the duration of selected bonds and the timing of
expected benefit payments, may result in volatility in pension expense and pension liabilities.
Due to the specialized and statistical nature of these calculations which attempt to anticipate future events,
management engages third-party specialists to assist in evaluating the assumptions as well as appropriately
measuring the costs and obligations associated with these pension benefits.
The actuarial assumptions and estimates made by management in determining TechnipFMC’s pension benefit
obligations may materially differ from actual results as a result of changing market and economic conditions
and changes in plan participant assumptions. While management believes the assumptions and estimates used
are appropriate, differences in actual experience or changes in plan participant assumptions may materially
affect the financial position or results of operations.
See Note 20 for further details.
b)
Judgments
In the process of applying TechnipFMC’s accounting policies, management has made the following judgements,
which have the most significant effect on the amounts recognized in the consolidated financial statements:
Accounting for defined benefit pension surpluses
Defined benefit pension surpluses are only recognized to the extent they are recoverable. The determination of
whether TechnipFMC have unconditional right to a refund of surplus may require judgement. The majority of
benefit payments are from trustee-administered funds. Plan assets held in trusts are governed by local
regulations and practice in each country, as is the nature of the relationship between TechnipFMC and the
trustees (or equivalent) and their composition. Trustees might have discretionary power but not an obligation
to wind-up the plan and use surplus to augment benefits or repay surplus funds (if any) to the employer after
receiving advice from the plan’s actuary.
U.K. Annual Report and Accounts
TechnipFMC 186
Management applies IFRIC Interpretation 14, IAS 19 - The Limits on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction (“IFRIC 14") in exercising its judgement whether TechnipFMC, as the ultimate
beneficiary, will have an unconditional right to defined benefit pension surpluses in the event of the wind-up
or gradual settlement scenarios. A defined benefit pension surplus is recognized when the trustees would owe
a fiduciary duty to the employer (TechnipFMC) as a potential recipient of surplus under a wind-up scenario, and
if the employer is the ultimate beneficiary under the plan rules after defined benefit obligations are settled in
full.
c)
Other estimates
Economic and inflationary environment
Management estimates are required to determine whether, and by how much our results could be impacted by
factors such as macroeconomic volatility. A portion of our benefit obligations are linked to inflation and higher
inflation will lead to higher liabilities.
See Note 20 for additional discussion of the impact of inflation on our net defined benefit obligations and Note
30 for discussion on foreign exchange risks and impact from devaluation of Argentine peso. We continue to
implement risk management strategies to hedge temporary economic impacts driven by inflation and supply
chain events. Failure to react appropriately to economic conditions, e.g., inflationary pressures, foreign
exchange volatility, and supply chain disruptions, may impact our financial performance. There are no material
impacts to our operations that have not been given appropriate consideration.
Seasonality
Seasonal weather conditions generally subdue drilling activity, reducing vessel utilization and demand for
subsea services as certain activities cannot be performed. As a result, the level of offshore activity in our
Subsea segment is negatively impacted during such periods. See section Use of critical accounting estimates,
assumptions and judgements in Note 1 for additional disclosure on assumptions and estimates applied in
revenue recognition.
Climate change considerations
In 2023, the Company conducted a qualitative climate scenario analysis focused on its Subsea business in the
United Kingdom (the “Scenario Analysis”), which feeds into the assessment of the resilience of Company’s
business model and strategy in the light of risk arising under certain climate change scenario projections. We
focused initially on our Subsea business in the United Kingdom, which we deem the most relevant business for
purposes of the Scenario Analysis due to its significant exposure to risks arising from climate action and
enhanced GHG emissions regulation. While some actual impacts of the Company’s may have been influenced at
least in part by climate-related risks, such climate-related matters have not had a material impact on our
operations historically. The climate change Scenario Analysis undertaken in 2023 did not identify any material
financial impact.
The potential impacts of the Company’s principal climate-related risks relate to transition risks arising from the
transition phase aimed at reducing emissions and thus mitigating the effects of climate change and include the
following identified potential impacts:
•
reduced revenue due to reduced demand in response to legislation banning new oil and natural gas
exploration and extraction
•
reduced revenue due to delay or disruption of planned activities, such as the inability to start new
projects or slowing down ongoing projects
•
stranding/early retirement of assets supporting oil and natural gas extraction
•
increased costs associated with current business activities either to reduce or offset emissions
associated with the Company's operations
•
increased costs of workforce attraction and retention
•
increased costs to obtain and maintain the capabilities required to comply with evolving reporting
obligations (e.g., talent, data, systems, technology).
For details refer to discussion in section "Climate-Related Scenario Resiliency" included within "Corporate
Sustainability" Report.
U.K. Annual Report and Accounts
TechnipFMC 187
Significant accounting estimates and judgements in preparing the consolidated financial statements could be
impacted by actions taken to limit the effects of climate change. Climate risks may in fact affect the
recoverable amount of the Company's property, plant and equipment, intangible assets, and the goodwill and
other financial and non-financial assets. During the preparation of these consolidated financial statements the
potential impact of climate change was assessed, to the extent information is available, on:
•
the going concern of the Company (see discussion in section "Going concern" in Note 1)
•
recoverable amount of property, plant and equipment, intangible assets, and goodwill in the medium to
long term. (See Note 11)
•
realizability of pensions assets (See Note 20)
•
recoverable amount of investments in the Company's affiliates and joint ventures (See Note 9)
•
recoverability of deferred tax assets (See Note 7)
•
creditworthiness of the Company's customers (See discussion on Credit risk in Note 30).
In addition, new laws or regulations introduced in response to climate change may give rise to new obligations
that did not previously exist. Management monitors the relevant regulations in order to assess whether such
obligations require the recognition of specific provisions or otherwise the disclosure of related contingent
liabilities. As of December 31, 2024 the Company did not identify any material obligations arising from climate
action.
NOTE 2. DISPOSAL OF MEASUREMENT SOLUTIONS BUSINESS
In November 2023, TechnipFMC announced an agreement to sell the Company’s Measurement Solutions
business (the “MSB”) for $205 million in cash, subject to customary adjustments at the closing of the
transaction. As part of the Surface Technologies segment, MSB encompasses terminal management solutions
and metering products and systems and includes engineering and manufacturing locations in North America
and Europe.
We recorded transaction costs associated with the sale of $5.2 million each for the years ended December 31,
2024 and December 31, 2023, respectively. These transaction costs are included within restructuring,
impairment and other charges in our consolidated statements of income.
The assets and liabilities of MSB were classified as current assets and liabilities held for sale as presented in
our consolidated statement of financial position as of December 31, 2023.
(In millions)
December 31, 2023
Assets
Trade receivables, net of allowances
$
25.1
Contract assets
12.7
Inventories, net
52.0
Other current assets
3.3
Total current assets
93.1
Property, plant and equipment, net of accumulated depreciation
31.0
Intangible assets, net of accumulated amortization
28.8
Measurement Solutions business classified as assets held for sale
$
152.9
Liabilities
Accounts payable, trade
$
19.8
Contract liabilities
11.6
Other current liabilities
10.9
Total current liabilities
42.3
Accrued pension and other post-retirement benefits, less current portion
15.1
Other liabilities
6.9
Measurement Solutions business classified as liabilities held for sale
$
64.3
The cumulative foreign exchange losses recognized in other comprehensive income in relation to MSB as of
December 31, 2023 were $9.6 million.
U.K. Annual Report and Accounts
TechnipFMC 188
On March 11, 2024, we completed the sale of equity interests and assets of MSB for cash proceeds of
$186.1 million and during the year ended December 31, 2024 recognized a net gain on disposal of $68.3
million. The purchase consideration was adjusted for various working capital balances and assumed liabilities
as of the transaction closing date.
Other assets and liabilities classified as held for sale
Included within assets classified as held for sale are other various assets totaling nil and $2.2 million as of
December 31, 2024 and 2023, respectively.
NOTE 3. SEGMENT INFORMATION
Management’s determination of our reporting segments was made on the basis of our strategic priorities within
each segment and the differences in the products and services we provide, which corresponds to the manner in
which our Chair and Chief Executive Officer, as our chief operating decision maker, reviews and evaluates
operating performance, and allocates resources. We operate under two reporting segments, Subsea and Surface
Technologies.
•
Subsea - designs and manufactures products and systems, performs engineering, procurement, and
project management, and provides services used by oil and gas companies involved in offshore
exploration and production of oil and natural gas
•
Surface Technologies - designs, manufactures, and supplies technologically advanced wellhead systems
and pressure control products used in well completion and stimulation activities for oilfield service
companies. We also provide installation, flowback and other services for exploration and production
companies
Segment operating profit is defined as total segment revenue less segment operating expenses. Income (loss)
from equity method investments is included in segment operating profit. The following items have been
excluded in computing segment operating profit: corporate staff expense, foreign exchange gains (losses), net
interest income (expense) associated with corporate debt facilities, income taxes, and the non-recurring legal
settlement charge.
Our customers are the major integrated oil companies, national oil companies, and independent exploration and
production companies that are active in the geographic areas in which we operate. Three different customers in
our Subsea segment accounted for 18%, 13%, and 11% of our 2024 consolidated revenue, respectively. One
customer in our Subsea segment accounted for more than 16% of our 2023 consolidated revenue.
Accounting policies for segment reporting are based on US GAAP and are materially similar to those described
in Summary of material accounting policies (Refer to Note 1.4) except for leases, accounting for impairment of
non-financial assets (property, plant and equipment, intangible assets), defined benefit obligations, inventory
costing, hyperinflationary accounting and income taxes. For detailed description of US GAAP to IFRS differences
refer to section "Reconciliation of US GAAP to IFRS and Non-GAAP measures" included within "Strategic Report".
U.K. Annual Report and Accounts
TechnipFMC 189
3.1 Information by business segment
The following presents financial information on our business segments:
Year Ended December 31,
(In millions)
2024
2023 (*)
Segment revenue
Subsea
$
7,819.9
$
6,434.8
Surface Technologies
1,263.4
1,389.4
Total revenue
$
9,083.3
$
7,824.2
Segment cost of sales(a)
Subsea
$
6,361.5
$
5,417.8
Surface Technologies
1,000.3
1,123.4
Total segment cost of sales
$
7,361.8
$
6,541.2
Other segment items(b)
Subsea
$
505.3
$
473.4
Surface Technologies
58.9
151.4
Total other segment items
$
564.2
$
624.8
Segment operating profit
Subsea
$
953.1
$
543.6
Surface Technologies (c)
204.2
114.6
Total segment operating profit in accordance with U.S. GAAP
$
1,157.3
$
658.2
Reconciling GAAP differences:
Argentina hyperinflation
$
21.9
$
(13.6)
Leases
36.5
42.0
Defined benefits plans
7.0
(12.7)
Reversal of property, plant and equipment impairment losses
14.1
—
Other
0.1
(3.7)
Total segment operating profit in accordance with IFRS (f)
$
1,236.9
$
670.2
Corporate items
Other corporate expenses (d, f)
$
(135.3) $
(193.9)
Interest income
35.3
47.2
Interest expense
(145.3)
(194.4)
Foreign exchange losses
(39.4)
(166.6)
Total corporate items
$
(284.7) $
(507.7)
Income before income taxes (e)
$
952.2
$
162.5
(a) These significant expenses are regularly provided to the chief operating decision maker.
(b) Other segment items include selling, general and administrative expense, research and development expense, income from equity affiliates
and restructuring, impairment and other expenses.
(c ) Includes the gain on disposal of MSB of $68.3 million for the year ended December 31, 2024, see Note 2 for additional details.
(d) Corporate expense primarily includes corporate staff expenses, share-based compensation expenses, and other employee benefits. For the
year ended December 31, 2023, corporate expense includes a non-recurring legal settlement charge of $126.5 million. See Note 21 for
additional details.
(e) Includes amounts attributable to non-controlling interests.
(f) To appropriately reflect the nature of segment measures under IFRS for the year ended December 31, 2023, certain income and expenses of
$50.9 million has been reclassified from Other corporate expenses to Total segment operating profit. The effect of reclassification has no
further impact on Income before income taxes for the year ended December 31, 2023, and therefore no additional disclosures are provided.
U.K. Annual Report and Accounts
TechnipFMC 190
Other business segment information is as follows:
Capital Expenditures (*)
Depreciation and
Amortization (*)
Research and
Development Expense
Year Ended December 31,
(In millions)
2024
2023
2024
2023
2024
2023
Subsea
$
233.5
$
193.0
$
342.5
$
310.5
$
67.9
$
65.0
Surface Technologies
38.0
29.8
49.0
65.2
5.5
4.0
Corporate
10.1
2.4
1.2
2.1
—
—
Total
$
281.6
$
225.2
$
392.7
$
377.8
$
73.4
$
69.0
(*) In 2024 the Company restated the disclosure of segment operating profit by presenting segment revenue, segment cost of sales, other
segment items, segment operating profit, capital expenditures, depreciation and amortization and research and development expenses
disclosed above in accordance with US GAAP. The Company's chief operating decision maker reviews the segment measures prepared using
accounting policies based on US GAAP, therefore the segment information should be disclosed in accordance with IFRS 8, Operating segments.
The Company revised the prior year disclosure by presenting the detailed reconciliation of the disclosed segment operating profit measure to
the respective IFRS amount.
Segment revenue, segment cost of sales, other segment items, segment operating profit, capital expenditures,
depreciation and amortization, and research and development expenses disclosed above in accordance with
U.S. GAAP are derived from the Annual Report on Form 10-K for the three years ended December 31, 2024 in
accordance with accounting principles generally accepted in the United States of America and SEC rules and
regulations while the consolidated financial statements have been prepared in accordance with U.K.-adopted
International Accounting Standards. The reconciling differences primarily relate to U.S. GAAP to IFRS
differences in accounting for leases, reversal of property, plant and equipment impairment losses, defined
benefit plans and hyperinflation adjustments.
3.2 Information by geography
Revenue by geography was identified based on the country where our products and services were delivered,
and is as follows:
Year Ended December 31,
(In millions)
2024
2023
Revenue
United States
$
1,766.0
$
1,569.5
Brazil
1,710.6
1,687.6
Norway
1,151.4
1,134.1
United Kingdom
863.0
867.2
Angola
829.6
400.8
Guyana
795.7
500.4
Australia
350.0
174.6
United Arab Emirates
195.0
161.4
Saudi Arabia
188.2
148.9
Indonesia
168.8
50.0
Canada
130.8
70.9
Israel
90.3
8.8
Mozambique
97.7
153.6
Ghana
81.3
265.6
Malaysia
34.4
69.2
All other countries
650.6
564.5
Total revenue
$
9,103.4
$
7,827.1
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TechnipFMC 191
Property, plant and equipment, net, by geography are as follows:
December 31,
(In millions)
2024
2023
United Kingdom
$
724.9
$
714.7
Netherlands
373.0
380.7
United States
279.0
318.9
Brazil
242.7
352.3
Norway
199.1
227.1
All other countries
441.5
314.3
Total property, plant and equipment, net
$
2,260.2
$
2,308.0
NOTE 4. LEASES
Lessee arrangements
The following table shows the summary of amounts relating to leases recognized in the consolidated
statements of income:
Year Ended December 31,
(In millions)
2024
2023
Depreciation of right-of-use assets
$
170.5
$
158.4
Interest expense on lease liabilities
52.7
49.9
Variable lease costs
54.4
51.0
Short-term lease costs
44.8
45.7
Sublease income
14.8
5.7
The above expenses relating to short term and variable payments are not included in lease liabilities.
The following table shows the carrying values and depreciation charge of right-of-use assets by types of assets:
Depreciation
Net Book Value
Year Ended December 31,
December 31,
(In millions)
2024
2023
2024
2023
Real Estate
$
16.7
$
85.1
$
547.4
$
602.3
Vessels
63.6
57.5
149.8
66.5
Machinery and equipment
8.9
10.5
40.7
53.7
IT equipment and Office furniture
7.1
5.3
23.4
17.5
Total
$
96.3
$
158.4
$
761.3
$
740.0
Additions to the right-of-use assets during the year ended December 31, 2024 and 2023 were $94.1 million
and $115.9 million, respectively.
The consolidated statements of financial position show the following amounts relating to lease liabilities:
December 31,
(In millions)
2024
2023
Current lease liabilities
$
159.2
$
149.0
Non-current lease liabilities
734.2
705.3
Total lease liabilities
$
893.4
$
854.3
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TechnipFMC 192
The following table shows the supplemental cash outflow information related to leases:
Year Ended December 31,
(In millions)
2024
2023
Payments for the principal portion of lease liabilities
$
161.8
$
141.0
Cash paid for interest on lease liabilities
51.6
52.6
The following table shows the summary of the maturity of lease liabilities:
December 31,
(In millions)
2024
2023
Less than a year
$
246.0
$
196.4
Between 1 and 2 years
182.9
149.5
Between 2 and 3 years
150.0
116.6
Between 3 and 4 years
105.9
100.5
Between 4 and 5 years
56.5
84.9
Thereafter
522.1
584.2
Total lease payments
1,263.4
1,232.1
Less: Imputed interest
370.0
377.8
Total lease liabilities (a)
$
893.4
$
854.3
(a) Includes the current portion of $159.2 million and $149.0 million for lease liabilities as of December 31, 2024 and 2023, respectively.
Lessor arrangements
The total lease revenue from lessor arrangements was $252.2 million and $277.3 million for the year ended
December 31, 2024 and 2023, respectively.
The following table is a summary with the maturity analysis of lease payments, showing the undiscounted
lease payments to be received on an annual basis for a minimum of each of the first five years and a total of
the amounts for the remaining years:
December 31,
(In millions)
2024
2023
Less than a year
$
9.2
$
3.0
Between 1 and 2 years
8.5
3.0
Between 2 and 3 years
8.5
3.0
Between 3 and 4 years
8.5
3.0
Between 4 and 5 years
1.2
0.8
Thereafter
—
—
Total undiscounted cash flows
$
35.9
$
12.8
NOTE 5. REVENUE
5.1 Revenue recognition by segment
The majority of our revenue is from long-term contracts associated with designing and manufacturing products
and systems and providing services to customers involved in the exploration and production of oil and natural
gas. The following is a description of principal activities separated by reportable segments from which
TechnipFMC generates its revenue.
Subsea - Our Subsea segment designs and manufactures products and systems, performs engineering,
procurement and project management, and provides services used by oil and natural gas companies involved in
offshore exploration and production of oil and natural gas.
U.K. Annual Report and Accounts
TechnipFMC 193
Systems and services may be sold separately, or as integrated systems and services offered within one
contract. Many of the systems and products TechnipFMC supplies for subsea applications are engineered to
meet the unique demands of our customers’ field properties and are typically ordered one to two years prior to
installation. We often receive advance payments and progress billings from our customers in order to fund
initial development and working capital requirements.
Revenue for engineering, procurement, construction, and installation projects is principally generated from
long-term contracts with customers. We have determined these contracts generally have one performance
obligation as the delivered product is built to customer and field specifications. We generally recognize
revenue over time for such contracts as the customized products do not have an alternative use for
TechnipFMC and we have an enforceable right to payment plus a reasonable profit for performance completed
to date.
Our Subsea segment also performs an array of subsea services including (i) installation services, (ii) asset
management services (iii) product optimization (iv) inspection, maintenance, and repair services, and (v) well
access and intervention services, where revenue is generally earned through the execution of either
installation-type or maintenance-type contracts. For either contract type, management has determined that the
performance of the service generally represents one single performance obligation. We have determined that
revenue from these contracts is recognized over time as the customer simultaneously receives and consumes
the benefit of the services.
Surface Technologies - Our Surface Technologies segment designs, manufactures, and supplies technologically
advanced wellhead systems and pressure control products used in well completion and stimulation activities
for oilfield service companies. We also provide installation, flowback, and other services for exploration and
production companies.
Performance obligations within these systems are satisfied either through delivery of a standardized product
or equipment or the delivery of a customized product or equipment.
For contracts with a standardized product or equipment performance obligation, management has determined
that because there is limited customization to products sold within such contracts and the asset delivered can
be resold to another customer, revenue should be recognized as of a point in time, upon transfer of control to
the customer, and after the customer acceptance provisions have been met.
For contracts with a customized product or equipment performance obligation, the revenue is recognized over
time, as customized products do not have an alternative use for us, and we have an enforceable right to
payment plus a reasonable profit for performance completed to date.
This segment also designs, manufactures, and services measurement products globally. Contract types include
standard product or equipment and maintenance-type services where we have determined that each contract
under this product line represents one performance obligation.
Revenue from standard measurement equipment contracts is recognized at a point in time, while maintenance-
type contracts are typically priced at a daily or hourly rate. We have determined that revenue for these
contracts is recognized over time because the customer simultaneously receives and consumes the benefit of
the services.
Commitments
TechnipFMC has commitments with customers and/or other beneficiaries (financial and insurance institutions)
relating to the fulfillment of performance obligations entered into by itself and/or by its subsidiaries,
associates, and joint ventures in the event of non-performance and payment of any damages arising from non-
performance. Refer to Note 26 for details.
U.K. Annual Report and Accounts
TechnipFMC 194
5.2 Disaggregation of revenue
Revenues are disaggregated by geographic location and contract types. The following table presents total
revenue by geography for each reportable segment for the years ended December 31, 2024 and 2023:
Reportable Segments
Year Ended December 31,
2024
2023
(In millions)
Subsea
Surface
Technologies
Subsea
Surface
Technologies
Latin America
$
2,506.2
$
116.7
$
2,182.9
$
125.8
Europe and Central Asia
1,999.0
125.4
1,927.4
198.5
North America
1,426.3
470.9
1,064.2
574.1
Africa
1,218.7
48.8
920.8
49.1
Asia Pacific
578.6
97.2
331.3
95.2
Middle East
91.1
424.5
8.2
349.6
Total revenue
$
7,819.9
$
1,283.5
$
6,434.8
$
1,392.3
The following table represents revenue by contract type for each reportable segment for the years ended
December 31, 2024 and 2023:
Year Ended December 31,
2024
2023
(In millions)
Subsea
Surface
Technologies
Subsea
Surface
Technologies
Services
$
5,319.1
$
209.3
$
4,072.7
$
210.7
Products
2,428.4
894.4
2,264.1
1,002.3
Lease
72.4
179.8
98.0
179.3
Total revenue
$
7,819.9
$
1,283.5
$
6,434.8
$
1,392.3
5.3 Contract balances
The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, costs, and
estimated earnings in excess of billings on uncompleted contracts (contract assets), and billings in excess of
costs and estimated earnings on uncompleted contracts (contract liabilities) in the consolidated statements of
financial position.
Contract Assets - Include unbilled amounts typically resulting from sales under long-term contracts when
revenue is recognized over time and revenue recognized exceeds the amount billed to the customer, and right
to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Costs
and estimated earnings in excess of billings on uncompleted contracts are generally classified as current.
Contract Liabilities - We sometimes receive advances or deposits from our customers, before revenue is
recognized, resulting in contract liabilities.
The following table provides information about net contract assets (liabilities) as of December 31, 2024 and
2023, respectively:
December 31,
(In millions)
2024
2023
$ change
% change
Contract assets
$
970.8
$
1,036.0
$
(65.2)
(6) %
Contract (liabilities)
(1,729.6)
(1,470.4)
(259.2)
18 %
Net contract liabilities
$
(758.8) $
(434.4) $
(324.4)
75 %
The decrease in our contract assets from December 31, 2023 to December 31, 2024 was due to the timing of
project milestones. The increase in our contract liabilities was driven from an overall portfolio and client mix
enabling an acceleration of client cash payments in advance.
U.K. Annual Report and Accounts
TechnipFMC 195
In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the
individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that
balance. Any subsequent revenue we recognize increases the contract asset balance. Revenue recognized for
the years ended December 31, 2024 and 2023 that was included in the contract liabilities balance as of
December 31, 2023 and 2022 was $1,091.7 million and $647.1 million, respectively.
In addition, Net revenue recognized from our performance obligations satisfied or partially satisfied in
previous periods had a favorable impact of $11.1 million and $7.2 million for the years ended December 31,
2024 and 2023, respectively. Certain projects were materially favorably impacted by $97.3 million, as a result
of improved performance in execution and materially unfavorably impacted by $58.9 million, as a result of
changes in project timing. These material impacts were offset by individually immaterial projects with net
negative impacts of $27.3 million for the year ended December 31, 2024. Certain projects were materially
favorably impacted for the year ended December 31, 2023 by negotiations of variable consideration of
$39.1 million and were offset by individually immaterial net negative impacts of $31.9 million.
5.4 Transaction price allocated to the remaining unsatisfied performance obligations
Remaining unsatisfied performance obligations ("RUPO" or “order backlog”) represent the transaction price for
products and services for which we have a material right, but work has not been performed. The transaction
price of the order backlog includes the base transaction price, variable consideration, and changes in
transaction price. The order backlog table does not include contracts for which we recognize revenue at the
amount to which we have the right to invoice for services performed. The transaction price of order backlog
related to unfilled, confirmed customer orders is estimated at each reporting date. As of December 31, 2024,
the aggregate amount of the transaction price allocated to order backlog was $14,376.3 million. TechnipFMC
expects to recognize revenue on approximately 41.9% of the order backlog through 2025 and 58.1% thereafter.
The following table details the consolidated order backlog for each business segment and represents the
estimated timing of recognition as of December 31, 2024:
(In millions)
2025
2026
Thereafter
Subsea
$
5,505.0
$
3,481.5
$
4,531.6
Surface Technologies
524.1
168.2
165.9
Total remaining unsatisfied performance obligations
$
6,029.1
$
3,649.7
$
4,697.5
The following table details the consolidated order backlog for each business segment as of December 31, 2023:
(In millions)
2024
2025
Thereafter
Subsea
$
4,812.0
$
3,411.0
$
3,941.1
Surface Technologies
483.8
133.0
450.1
Total remaining unsatisfied performance obligations
$
5,295.8
$
3,544.0
$
4,391.2
U.K. Annual Report and Accounts
TechnipFMC 196
NOTE 6. EXPENSES BY NATURE, OTHER INCOME AND EXPENSE ITEMS, FINANCIAL INCOME AND EXPENSES
6.1 Expenses by nature
An analysis of operating expenses by nature is as following:
Year Ended December 31,
(In millions)
2024
2023
Wages and salaries
$
1,572.2
$
1,492.1
Social security costs
405.8
396.9
Depreciation and amortization
374.2
378.6
Right-of-use lease depreciation
170.5
158.4
Other pension costs
34.4
11.5
Impairment
13.1
1.7
Purchases, external charges and other expenses(a)
5,503.9
4,817.5
Total costs and other expenses
$
8,074.1
$
7,256.7
(a) Included within Purchases, external charges and other expenses are materials and supplies, subcontractor costs and other expenses.
6.2 Other income (expense), net
Other income (expense) is as following:
Year Ended December 31,
(In millions)
2024
2023
Net gain from disposal of property, plant and equipment
$
10.8
$
13.3
Legal settlement charges (a)
—
(126.5)
Other
(28.5)
(15.3)
Total other income (expense), net
$
(17.7) $
(128.5)
(a) See Note 23 for further details
6.3 Financial income
Financial income consists of the following:
Year Ended December 31,
(In millions)
2024
2023
Interest income from treasury management
$
31.2
$
44.8
Other
4.1
2.4
Financial income
$
35.3
$
47.2
6.4 Financial expenses
Financial expenses consist of the following:
Year Ended December 31,
(In millions)
2024
2023
Interest expense on debt
$
(85.6) $
(126.6)
Interest expense on leases
(52.7)
(49.9)
Other
(7.0)
(17.9)
Financial expenses
(145.3)
(194.4)
Financial expenses, net
$
(110.0) $
(147.2)
U.K. Annual Report and Accounts
TechnipFMC 197
6.5 Foreign exchange gain (loss)
Foreign exchange loss decreased $127.2 million year-over-year comprised of net losses of $39.4 million and
$166.6 million in 2024 and 2023, respectively. This decrease is due to exposures to certain currencies with
limited derivative hedging markets such as Argentine peso and Angolan kwanza and the impact of hedging
positions during the year ended December 31, 2023.
NOTE 7. PROVISION FOR INCOME TAXES
7.1 Income tax expense
The income tax expense (credit) recognized in the consolidated statements of income is $70.2 million and
$143.9 million in 2024 and 2023 respectively, explained as follows:
Year Ended December 31,
(In millions)
2024
2023
Current income tax expense
$
362.2
$
185.7
Deferred income tax benefit
(292.0)
(41.8)
Income tax expense as recognized in the consolidated statements of income
$
70.2
$
143.9
Year Ended December 31,
2024
2023
Deferred Income tax expense (benefit) as recognized in the consolidated statements of other
comprehensive income
32.7
(0.8)
The Company determined the effects of Pillar Two to be immaterial to the overall consolidated financial
statements, however, we continue to review and assess the impacts.
7.2 Income tax reconciliation
The reconciliation between the tax calculated using the standard tax rate applicable to TechnipFMC and the
amount of tax effectively recognized in the accounts is detailed as follows:
Year Ended December 31,
(In millions)
2024
2023
Net income
$
882.0
$
18.6
Income tax expense
70.2
143.9
Income before income taxes
952.2
162.5
At TechnipFMC plc UK statutory income tax rate of 25.0%
238.1
40.6
Differences between TechnipFMC plc and foreign income tax rates
(34.5)
155.1
Net change in tax contingencies
72.1
(0.2)
Variation of Deferred tax assets recognized
(213.1)
(50.4)
Other
7.6
(1.2)
Total Income tax expense
70.2
143.9
Effective Tax rate
7.4 %
88.6 %
Income tax expense as recognized in the consolidated statements of income
$
70.2
$
143.9
U.K. Annual Report and Accounts
TechnipFMC 198
7.3 Deferred income tax
Significant components of deferred tax assets and liabilities are as follows:
(In millions)
December
31, 2023
Recognized
in Statement
of Income or
Other
Accounts (a)
Recognized
in Statement
of OCI
December
31, 2024
Lease Asset
$
217.1
$
(28.7) $
—
$
188.4
Accrued expenses
31.2
31.5
—
62.7
Other tax credits
15.0
99.5
—
114.5
Net tax losses
170.6
(85.5)
—
85.1
Non-deductible interest
13.4
(4.8)
—
8.6
Inventories
7.3
(8.8)
—
(1.5)
Margin recognition on construction contracts
(3.1)
(18.2)
—
(21.3)
Contingencies and other
55.5
5.2
—
60.7
Contract liabilities
(39.2)
39.6
—
0.4
Foreign exchange
(49.3)
35.0
(10.4)
(24.7)
Tax on foreign subsidiaries’ undistributed earnings
(60.0)
36.2
—
(23.8)
Provisions for pensions and other long-term employee benefits
(24.0)
77.0
(22.3)
30.7
Property, plant and equipment, goodwill and other assets
(97.1)
0.4
—
(96.7)
Lease Liability
(221.9)
35.6
—
(186.3)
Deferred income tax assets (liabilities), net
$
15.5
$
214.0
$
(32.7) $
196.8
(In millions)
December
31, 2022
Recognized
in Statement
of Income or
Other
Accounts (a)
Recognized
in Statement
of OCI
December
31, 2023
Lease Asset
$
206.6
$
10.5
$
—
$
217.1
Accrued expenses
23.2
8.0
—
31.2
Net tax losses
13.9
156.7
—
170.6
Contingencies and other
(0.4)
55.9
—
55.5
Inventories
3.0
4.3
—
7.3
Other tax credits
18.4
(3.4)
—
15.0
Margin recognition on construction contracts
—
(3.1)
—
(3.1)
Non-deductible interest
4.4
9.0
—
13.4
Tax on foreign subsidiaries’ undistributed earnings not indefinitely
reinvested
(13.4)
(46.6)
—
(60.0)
Contract liabilities
(2.9)
(36.3)
—
(39.2)
Foreign exchange
(5.2)
(41.2)
(2.9)
(49.3)
Provisions for pensions and other long-term employee benefits
(26.4)
(1.3)
3.7
(24.0)
Property, plant and equipment, goodwill and other assets
(66.0)
(31.1)
—
(97.1)
Lease Liability
(205.4)
(16.5)
—
(221.9)
Deferred income tax assets (liabilities), net
$
(50.2) $
64.9
$
0.8
$
15.5
(a) As of December 31, 2024 and 2023 respectively, the amounts on this line relate to deferred tax expense impacting items for $(292.0)
million and $(41.8) million, cumulative translation adjustments of $28.0 million and $(2.3) million, and items that impact other non-P&L
accounts of $50.0 million and $(20.8) million. These "other" adjustments primarily relate to the reclass of uncertain tax positions from the taxes
payable account to the deferred taxes account for positions expected to be settled by net operating losses.
U.K. Annual Report and Accounts
TechnipFMC 199
As of December 31, 2024, the net deferred tax asset of $196.8 million is broken down into a deferred tax asset
of $252.0 million and a deferred tax liability of $55.2 million as recorded in the consolidated statement of
financial position. This position reflects a net increase in deferred tax assets, primarily related to the
recognition and utilization of net tax losses in the United States and France jurisdictions, which were
previously unrecognized, and recognition of foreign tax credits in the United States. These changes are due to
improved forecasts with material sources of future taxable income and significant improvement on the
Company’s profitability profile during the 2024 year thus informing the expected realizability of the net tax
losses and tax credits.
As of December 31, 2023, the net deferred tax liability of $15.5 million is broken down into a deferred tax
asset of $148.5 million and a deferred tax liability of $133.0 million as recorded in the consolidated statement
of financial position.
7.4 Tax loss carry-forwards and tax credits
As of December 31, 2024, deferred tax assets have been recognized in respect of U.S. foreign tax credit
carryforwards of $78.9 million, with $28.7 million remaining unrecognized and $120.4 million unrecognized
for 2023. These foreign tax credit carryforwards, which, if not utilized, will begin to expire in 2026. Realization
of these potential deferred tax assets not recognized is dependent on the generation of sufficient U.S. taxable
income prior to the above date. Based on long-term forecasts of operating results, management believes that it
is more likely than not that our U.S. earnings over the forecast period will not result in sufficient U.S. taxable
income to fully realize these potential deferred tax assets not recognized. In its analysis, management has
considered the effect of deemed dividends and other expected adjustments to U.S. earnings that are required in
determining U.S. taxable income. Non-U.S. earnings subject to U.S. tax, including deemed dividends for U.S. tax
purposes, were $0.5 million in 2024 and $0.8 million in 2023, respectively.
As of December 31, 2024, and 2023, we had $1,422.6 million, and $2,081.3 million, respectively, of total gross
operating losses, of which $1,041.5 million, and $1,462.6 million are unrecognized gross operating loss
carryforwards, and approximately $232.5 million, and $89.4 million, respectively, are estimated to be utilized
against uncertain tax positions. The ultimate realization of these net operating loss carryforwards depends on
our ability to generate sufficient taxable income in the appropriate taxing jurisdiction. Our unrecognized gross
net operating losses will expire as follows:
Gross Operating Losses for
Which a Deferred Tax Asset is Not
Recognized
Gross Operating Losses for
Which a Deferred Tax Asset is
Recognized
(In millions)
2024
2023
2024
2023
2024 – 2027
$
298.4
$
107.4
$
1.0
$
1.3
2028 – 2032
127.7
475.3
4.5
0.3
2033 – 2043
120.7
233.0
8.9
0.1
Non-Expiring
494.7
646.9
366.7
617.0
$
1,041.5
$
1,462.6
$
381.1
$
618.7
For the years ended December 31, 2024 and 2023, the uncertain tax position balances in the consolidated
statements of financial position amount to $136.5 million and $68.8 million, respectively, for which $78.8
million and $46.6 million, respectively, are reflected in income taxes payable and $57.7 million and $22.2
million, respectively, are reflected by a reduction in deferred tax assets. This provision includes $14.4 million
in interest and penalties related to uncertain tax positions.
U.K. Annual Report and Accounts
TechnipFMC 200
NOTE 8. EARNINGS PER SHARE
A calculation of the basic and diluted earnings (loss) is as follows:
Year Ended December 31,
(In millions, except per share data)
2024
2023
Net income attributable to TechnipFMC plc
$
869.6
$
22.9
Weighted average number of shares outstanding
429.1
438.6
Dilutive effect of restricted stock units
4.8
5.8
Dilutive effect of stock options
0.3
—
Dilutive effect of performance shares
6.6
8.0
Total shares and dilutive securities
440.8
452.4
Basic and diluted earnings per share attributable to TechnipFMC plc:
Earnings per share attributable to TechnipFMC plc
Basic
$
2.03
$
0.05
Diluted
$
1.97
$
0.05
Shares repurchased pursuant to our shares repurchase program are immediately cancelled and therefore
excluded from the calculation of the average number of shares outstanding.
Diluted earnings (loss) per share amounts are calculated by dividing the net income/(loss) of the year, restated
if need be for the after-tax financial cost of dilutive financial instruments, by the sum of the weighted average
number of outstanding shares, the weighted average number of share subscription options not yet exercised,
the weighted average number of performance shares granted calculated using the share purchase method, and
the weighted average number of shares of the convertible bonds and, if applicable, the effects of any other
dilutive instrument. In 2024, the average annual share price amounted to $25.49 and the closing price to
$28.94. In 2023, the average annual share price amounted to $16.78 and the closing price to $20.14.
For the years ended December 31, 2024, and 2023, weighted average shares of 0.0 million, and 0.8 million
shares, respectively, were excluded from the calculation of diluted weighted average number of shares,
because their effect would be anti-dilutive.
NOTE 9. INVESTMENTS IN JOINT VENTURES AND ASSOCIATES
Our investments in associates and joint ventures were as follows as of December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
(In millions, except %)
Percentage
Owned
Carrying
Value
Percentage
Owned
Carrying
Value
Dofcon Brasil AS
50 %
$
231.2
50 %
$
261.9
Serimax Holdings SAS
20 %
9.7
20 %
8.9
Other
—
3.6
—
3.6
Investments in associates
$
244.5
$
274.4
Our income from investments in associates for the years ended December 31, 2024 and 2023 was $21.7
million and $34.4 million, respectively and included within our Subsea segment.
We assess investments for impairment whenever events or changes in circumstances indicate that the carrying
value of an investment may not be recoverable. During 2024 and 2023, we did not record any impairments of
our equity method investments.
U.K. Annual Report and Accounts
TechnipFMC 201
Our major investments in associates are as follows:
Dofcon Brasil AS ("Dofcon") - is an affiliated company in the form of a joint venture between Technip SA and
DOF Subsea and was founded in 2006. Dofcon Brasil AS is a holding company which owns and controls Techdof
Brasil AS and Dofcon Navegacao Ltda, collectively referred to as “Dofcon.” Dofcon provides Pipe-Laying
Support Vessels for work in oil and natural gas fields offshore Brazil. Dofcon is considered a joint venture
under IFRS 11, and as such, we have accounted for our 50% investment using the equity method of accounting
with results reported in our Subsea segment.
In June 2023, Dofcon Brasil AS declared a $170.0 million dividend to its JV partners. The dividend receivable
was recorded within other current assets on our consolidated statement of financial position until December
2023 when the Dofcon JV partners agreed and signed the agreement to convert their outstanding dividend
receivable into a long-term loan receivable from Dofcon. As a result of this conversion, we converted our 50%
share of this dividend receivable into a long-term loan receivable that has a due date of June 26, 2028 and is
included in other assets on our consolidated statement of financial position as of December 31, 2024. In the
fourth quarter of 2024, Dofcon Brasil AS declared and distributed a dividend of $100.0 million to its joint
venture partners and we received our 50% share of $50.0 million.
Dofcon Navegacao Ltda and Techdof Brasil AS have debts related to loans on its vessels. TechnipFMC and DOF
Subsea provide guarantees for the debts and our share of the guarantees were $319.2 million and $380.9
million as of December 31, 2024 and 2023, respectively. During March 2023, DOF ASA completed the process
of restructuring, unrelated and outside of the joint venture, and DOF Services AS is the new holding company
of DOF Group. As a result of the restructure within DOF Group, the cross default provisions ceased to exist and
therefore waivers and consents are no longer required. Accordingly, TechnipFMC has not recognized a liability
related to its guarantees.
TechDof Brasil AS owns and operates the Skandi Buzios vessel. During June 2023, a fire occurred onboard the
vessel alongside Porto do Açu in Brazil. Repairs on the vessel have been completed, and the vessel was
returned to service in the third quarter of 2024. We did not record an impairment on the carrying value of our
investment as we did not note any impairment indicators from the incident.
Serimax Holdings SAS (“Serimax”) - is an affiliated company in the form of a joint venture between TechnipFMC
and Vallourec SA and was founded in 2016. Serimax is headquartered in Paris, France and provides rigid pipe
welding services for work in oil and natural gas fields around the world. We have accounted for our 20%
investment using the equity method of accounting with results reported in our Subsea segment.
Other includes Magnora Offshore Wind AS - During the first quarter of 2022, we acquired non-controlling
interest in Magnora Offshore Wind AS, a partnership with Magnora ASA, in order to develop floating offshore
wind projects. As of December 31, 2024 and 2023, the investment balance was $2.8 million and $3.0 million,
respectively, which represented approximately 20% ownership.
Reconciliation of carrying value in TechnipFMC’s investment in associates and joint ventures is as follows:
(In millions)
2024
2023
Carrying value of investments as of January 1
$
274.4
$
325.0
Share of income of associates
21.7
34.4
Distributed dividends
(50.0)
(85.2)
Net foreign exchange differences and other
(1.6)
0.2
Carrying value of investments as of December 31
$
244.5
$
274.4
U.K. Annual Report and Accounts
TechnipFMC 202
The tables below provide summarized financial information for Dofcon that is material to TechnipFMC. The
information disclosed reflects the amounts presented in the financial statements of Dofcon and is not
TechnipFMC’s share of those amounts.
Dofcon
(In millions)
December 31,
Data at 100%
2024
2023
Cash and cash equivalents
$
79.3
$
146.9
Other current assets
79.4
100.9
Total current assets
158.7
247.8
Non-current assets
1,291.2
1,357.0
Total assets
$
1,449.9
$
1,604.8
Equity
$
462.5
$
523.9
Financial non-current liabilities (excluding trade payables)
824.5
894.6
Other non-current liabilities
17.4
43.2
Total non-current liabilities
841.9
937.8
Financial current liabilities (excluding trade payables)
106.5
109.6
Other current liabilities
39.0
33.5
Total current liabilities
145.5
143.1
Total equity and liabilities
$
1,449.9
$
1,604.8
Dofcon
(In millions)
December 31,
Data at 100%
2024
2023
Revenue
$
299.8
$
336.0
Depreciation and amortization
(95.5)
(91.9)
Interest income
20.6
18.5
Interest expense
(51.3)
(47.9)
Income tax charge
4.3
(46.4)
Net income for the period
$
38.6
$
68.3
Other comprehensive income
—
1.1
Total comprehensive income
$
38.6
$
69.4
(In millions)
Dofcon
Data at 100%
2024
2023
Carrying value of investment as of January 1
$
523.9
$
625.6
Net income for the period
38.6
68.3
Other comprehensive income
—
1.1
Distributed dividends
(100.0)
(171.1)
Carrying value of investment as of December 31
$
462.5
$
523.9
TechnipFMC’s share in percent
50.0 %
50.0 %
TechnipFMC’s share in investment
$
231.2
$
261.9
Carrying value of TechnipFMC's investment
$
231.2
$
261.9
U.K. Annual Report and Accounts
TechnipFMC 203
In addition to the interest in Dofcon disclosed above, TechnipFMC also has interests in a number of individually
immaterial associates and joint ventures that are accounted for using the equity method. None of the
investments in joint ventures and associates is individually material, therefore summarized financial
information (at 100%) are presented below:
(In millions)
December 31,
Data at 100%
2024
2023
Non-current assets
$
103.8
$
106.4
Current assets
64.3
70.8
Total assets
$
168.1
$
177.2
Total equity
$
63.9
$
60.1
Non-current liabilities
5.3
24.1
Current liabilities
98.9
93.0
Total equity and liabilities
$
168.1
$
177.2
Summarized statement of total comprehensive income (at 100%) are presented below:
(In millions)
Year Ended December 31,
Data at 100%
2024
2023
Revenue
$
134.1
$
128.0
Depreciation and amortization
(5.1)
(8.1)
Interest expense
(2.8)
(6.3)
Income tax charge
(2.5)
(1.5)
Income (loss) for the period
$
9.5
$
(0.3)
Other comprehensive loss
(4.6)
(3.5)
Total comprehensive income (loss)
$
4.9
$
(3.8)
U.K. Annual Report and Accounts
TechnipFMC 204
NOTE 10. PROPERTY, PLANT AND EQUIPMENT
The following tables include the carrying value of property, plant and equipment, including costs, accumulated
depreciation, and impairment losses by classes of assets:
(In millions)
Land
Buildings
Vessels
Machinery
and
Equipment
Assets under
construction
Other
Total
Net book value as of December 31,
2022
$
61.3
$
340.5
$ 1,028.6
$
749.7
$
114.4
$
104.6
$ 2,399.1
Costs (a)
78.4
579.6
2,362.3
2,156.5
155.6
365.1
5,697.5
Accumulated depreciation and
impairment (a)
(15.4)
(255.6)
(1,382.3)
(1,478.2)
1.2
(259.2)
(3,389.5)
Net book value as of December 31,
2023
$
63.0
$
324.0
$
980.0
$
678.3
$
156.8
$
105.9
$ 2,308.0
Costs
72.8
521.0
2,408.9
2,198.8
205.0
334.5
5,741.0
Accumulated depreciation and
impairment
(12.6)
(246.5)
(1,453.4)
(1,537.4)
(0.1)
(230.8)
(3,480.8)
Net book value as of December 31,
2024
$
60.2
$
274.5
$
955.5
$
661.4
$
204.9
$
103.7
$ 2,260.2
(a) As of December 31, 2024, the Company has identified and restated prior year balances by reclassifying $214.4 million of Accumulated
depreciation and impairment to Costs. This reclassification was recorded to accurately reflect the nature of classes of assets balances as of each
of the statements of financial position dates and did not impact the net book values of Property, plant and equipment as of December 31,
2024, 2023 and 2022, and did not result in any changes to depreciation expense or impairment charge for the years ended December 31,
2024, and December 31, 2023.
A reconciliation of the carrying value of property, plant and equipment is as following:
(In millions)
Land
Buildings
Vessels
Machinery
and
Equipment
Assets under
construction
Other
Total
Net book value as of December 31, 2022
$
61.3
$
340.5
$ 1,028.6
$
749.7
$
114.4
$
104.6
$ 2,399.1
Additions
—
5.3
51.2
93.2
67.2
11.6
228.5
MSB classified as held for sale
—
—
—
(29.4)
(1.6)
—
(31.0)
Disposals
(5.4)
(14.2)
(43.9)
(15.8)
3.2
(0.8)
(76.9)
Depreciation expense for the year
(0.4)
(19.0)
(97.0)
(154.3)
(1.6)
(16.4)
(288.7)
Impairment
—
(2.5)
—
0.9
—
—
(1.6)
Net foreign exchange differences
0.8
5.6
31.9
13.4
5.5
6.2
63.4
Other
6.7
8.3
9.2
20.6
(30.3)
0.7
15.2
Net book value as of December 31, 2023
$
63.0
$
324.0
$
980.0
$
678.3
$
156.8
$
105.9
$ 2,308.0
Additions
0.1
0.5
85.6
74.2
94.8
11.8
267.0
Disposals
—
(1.6)
(0.4)
(5.4)
(0.4)
(2.6)
(10.4)
Depreciation expense for the year
(0.3)
(16.8)
(108.2)
(137.7)
—
(16.7)
(279.7)
Impairment
—
—
—
(3.2)
—
—
(3.2)
Reversal of impairment
—
—
13.1
—
—
—
13.1
Net foreign exchange differences
(2.3)
(13.1)
(17.5)
(47.1)
(15.1)
(17.1)
(112.2)
Other (a)
(0.3)
(18.5)
2.9
102.3
(31.2)
22.4
77.6
Net book value as of December 31, 2024
$
60.2
$
274.5
$
955.5
$
661.4
$
204.9
$
103.7
$ 2,260.2
(a) Included in Other in 2024 is the movement of $75.6 million pertaining to customers' funded additions to property, plant and equipment. See
Note 23 for details.
Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances
indicate the carrying values may not be recoverable. We did not record any material impairments of property,
plant and equipment in 2024 and 2023. In 2024 a previously recognized vessel impairment loss of
$13.1 million was reversed since there was a change in the assumptions used to determine the vessel’s
recoverable amount since the last impairment loss was recognized.
U.K. Annual Report and Accounts
TechnipFMC 205
NOTE 11. GOODWILL AND INTANGIBLE ASSETS, NET
11.1 Intangible assets, net
The following tables include the carrying value of intangible assets, including costs, accumulated amortization,
and impairment losses by classes of assets:
(In millions)
Acquired
Technology
Customer
Relationships
Trade
names
Licenses,
Patents, and
Trademarks
Software
Other
Total
Net book value as of December 31, 2022
$
93.1
$
113.8
$
442.6
$
1.2
$
17.9
$ 47.4
$
716.0
Costs
230.0
285.4
597.4
68.9
110.9
56.4
1,349.0
Accumulated amortization
(163.2)
(200.0)
(210.3)
(68.9)
(96.0)
(1.6)
(740.0)
Accumulated impairment
—
—
—
—
—
(7.4)
(7.4)
Net book value as of December 31, 2023
$
66.8
$
85.4
$
387.1
$
—
$
14.9
$ 47.4
$
601.6
Costs
230.0
285.0
597.2
69.0
111.5
56.7
1,349.4
Accumulated amortization
(186.2)
(228.0)
(241.2)
(69.4)
(98.4) (10.5)
(833.7)
Accumulated impairment
—
—
—
—
—
(7.4)
(7.4)
Net book value as of December 31, 2024
$
43.8
$
57.0
$
356.0
$
(0.4) $
13.1
$ 38.8
$
508.3
A reconciliation of the carrying value of intangible assets is as follows:
(In millions)
Acquired
Technology
Customer
Relationships
Trade
names
Licenses,
Patents, and
Trademarks
Software
Other
Total
Net book value as of December 31, 2022
$
93.1
$
113.8
$
442.6
$
1.2
$
17.9
$ 47.4
$ 716.0
Additions
—
—
—
—
1.2
—
1.2
MSB classified as held for sale
(3.3)
—
(23.9)
—
(0.1)
(1.5)
(28.8)
Amortization charge for the year
(23.0)
(28.4)
(31.9)
(1.2)
(4.0)
(1.2)
(89.7)
Net foreign exchange differences
—
—
0.3
—
(0.1)
2.7
2.9
Net book value as of December 31, 2023
$
66.8
$
85.4
$
387.1
$
—
$
14.9
$ 47.4
$ 601.6
Additions
—
—
—
—
0.7
0.6
1.3
Amortization charge for the year
(23.0)
(28.4)
(31.4)
(0.5)
(2.3)
(8.9)
(94.5)
Net foreign exchange differences
—
—
(0.1)
(0.1)
—
(0.5)
(0.7)
Other
—
—
0.4
0.2
(0.2)
0.2
0.6
Net book value as of December 31, 2024
$
43.8
$
57.0
$
356.0
$
(0.4) $
13.1
$ 38.8
$ 508.3
TechnipFMC recognized identifiable intangible assets acquired in business combinations. All of the acquired
identifiable intangible assets are subject to amortization and, where applicable, foreign currency translation
adjustments. There are no intangible assets other than goodwill with indefinite useful life.
11.2 Goodwill
A reconciliation of carrying values of goodwill by reporting segment are as follows:
Surface
Technologies
Total
December 31, 2022
$
140.9
$
140.9
December 31, 2023
140.9
140.9
December 31, 2024
$
140.9
$
140.9
Goodwill was tested for impairment utilizing the methodology in accordance with the accounting policy in Note
1. The valuation of GCGUs for the purpose of the goodwill impairment test was primarily determined by
estimating value in use. The income approach estimates the value in use by discounting each GCGU’s estimated
future cash flows using a weighted-average cost of capital that reflects current market conditions and the risk
profile of the GCGU. To calculate the future cash flows, TechnipFMC used estimates of economic and market
assumptions, including growth rates in revenues, costs, estimates of future expected changes in operating
margins, tax rates, and cash expenditures. The future revenues are adjusted to match changes in TechnipFMC’s
business strategy and management's judgmental assessments as discussed in Note 1.
U.K. Annual Report and Accounts
TechnipFMC 206
Value in use impairment testing on GCGUs reflects management's best estimate of any expected applicable
costs to manage greenhouse gas emissions, manage natural resources, and increase usage of renewable energy
sources. This requires management's best estimate of how future changes to relevant policies and/or
legislation, use of renewable resources are likely to affect the future cash flows of the applicable GCGUs. Future
potential costs are included in the value in use calculations to the extent management has sufficient
information to make such an estimate.
We did not record any impairment of goodwill as of December 31, 2024 and 2023 in our non-US Surface
Technologies businesses. The recoverable amount over carrying value for our non-US Surface Technologies
businesses was approximately 40% of its carrying value as of October 1, 2024. No reasonably possible change
in any of the estimates would cause the non-US Surface Technologies businesses carrying value to exceed its
recoverable amount. Our US Surface Technologies business does not have any goodwill balances recorded as of
December 31, 2024 and 2023, respectively.
The following table presents the discount rates used by management in determining the recoverable amount of
our Surface Technologies segments for the years ended December 31, 2024 and 2023 as:
Year Ended December 31,
2024
2023
Risk-adjusted post-tax discount rate
14.6%
14.6%
Assumptions
The assumptions considered were the long-term growth expectation in the business, cost, and margin, however
these were not considered key assumptions given the overall value of the goodwill and significant headroom.
NOTE 12. OTHER NON-CURRENT ASSETS
Other non-current assets consisted of the following:
December 31,
(In millions)
2024
2023
Non-current financial assets at amortized cost, gross
$
97.2
$
130.3
Dofcon loan receivable at amortized costs, gross (Note 9)
85.0
85.0
Trade receivables - non-current
—
47.4
Credit loss allowance
(3.1)
(3.0)
Non-current financial assets at amortized cost, net
179.1
259.7
Non-quoted equity instruments at Fair Value Through Profit or Loss (“FVTPL”)
3.0
2.1
Quoted equity instruments at FVTPL
26.5
24.3
Total non-current assets, net
$
208.6
$
286.1
U.K. Annual Report and Accounts
TechnipFMC 207
NOTE 13. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consisted of the following:
December 31,
(In millions)
2024
2023
Cash at bank and in hand
$
809.3
$
723.8
Cash equivalents
348.4
227.8
Total cash and cash equivalents
$
1,157.7
$
951.6
U.S. dollar
$
654.4
$
570.5
Euro
158.1
40.1
British pound sterling
46.0
28.3
CFA franc
59.9
56.5
Norwegian krone
69.9
51.9
Brazilian real
47.1
101.9
Indonesian rupiah
55.4
21.0
Australian dollar
11.4
7.0
Angolan kwanza
15.7
16.9
Other
39.8
57.5
Total cash and cash equivalents by currency
$
1,157.7
$
951.6
Fixed term deposits
$
3.7
$
4.7
Other
344.7
223.1
Total cash equivalents by nature
$
348.4
$
227.8
A substantial portion of cash and securities are recorded or invested in either Euro or U.S. dollars which are
frequently used by TechnipFMC within the framework of its commercial relationships. Cash and securities in
other currencies correspond either to deposits retained by subsidiaries located in countries where such
currencies are the national currencies in order to ensure their own liquidity, or to amounts received from
customers prior to the payment of expenses in these same currencies or the payment of dividends. Short-term
deposits are classified as cash equivalents along with the other securities.
Included within the balance of Other cash and cash equivalents as of December 31, 2024 and 2023 were $96.0
million and $211.0 million, respectively, in the Wells Fargo Govt. Money Market Fund, $246.0 million and $0.0
million, respectively, in term deposits, $2.6 million and $10.0 million, respectively, in an account at HSBC for
Mutual Funds, and $2.7 million and $1.7 million, respectively, in various fixed deposit short-term investments
accruing interest at an average of 12% and 7.56%, respectively, per year.
NOTE 14. TRADE RECEIVABLES, NET AND CONTRACT ASSETS
Trade receivables, net and contract assets include trade accounts receivable from completed contracts, contract
assets, and other miscellaneous invoices (e.g., trading, procurement services). TechnipFMC applies the IFRS 9
simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all
trade receivables and contract assets. On that basis, all potential uncollectible receivables as of December 31,
2024 and 2023 were determined as follows for both trade receivables and contract assets:
U.K. Annual Report and Accounts
TechnipFMC 208
December 31,
2024
2023
(In millions)
Trade
Receivables
Contract
Assets
Trade
Receivables
Contract
Assets
Gross amount
$
1,362.0
$
972.1
$
1,172.6
$
1,037.4
Opening loss allowance
(34.5)
(1.4)
(31.5)
3.5
(Increase) decrease in loss allowance
(10.4)
—
(3.0)
(1.9)
Effects of foreign exchange and other
1.4
0.1
—
(3.0)
Closing loss allowance
(43.5)
(1.3)
(34.5)
(1.4)
Total, net
$
1,318.5
$
970.8
$
1,138.1
$
1,036.0
See Note 30 for further details on impairment losses of trade receivables and contract assets and TechnipFMC’s
exposure to credit risk and foreign currency risk.
NOTE 15. INVENTORIES
Inventories consisted of the following:
December 31,
(In millions)
2024
2023
Raw materials
$
374.8
$
401.3
Work in process
162.7
148.2
Finished goods
560.9
557.2
Total inventories, net
$
1,098.4
$
1,106.7
All amounts in the table above are reported net of obsolescence reserves of $91.9 million and $99.7 million as
of December 31, 2024 and 2023, respectively. Inventories recognized as an expense during the years ended
December 31, 2024 and 2023, respectively, amounted to $2,570.5 million and $2,915.6 million.
NOTE 16. OTHER CURRENT ASSETS
Other current assets consisted of the following:
December 31,
(In millions)
2024
2023
Current financial assets at amortized cost
$
8.1
$
9.1
Current financial assets, total
8.1
9.1
Value-added tax receivables
155.8
196.0
Prepaid expenses
81.6
83.5
Tax receivables and other receivables
67.6
96.8
Pension assets
8.4
11.3
Other
33.1
28.7
Other current assets, total
346.5
416.3
Total other current assets, net
$
354.6
$
425.4
U.K. Annual Report and Accounts
TechnipFMC 209
NOTE 17. EQUITY
17.1 Changes in TechnipFMC’s ordinary shares and treasury shares
As of December 31, 2024 and 2023, TechnipFMC’s share capital was 423,056,356 ordinary shares and
432,847,108 ordinary shares, respectively.
The movements in share capital were as follows:
Number of
ordinary
shares
(in millions)
Share capital
(in million US
dollars)
December 31, 2022
442.2
442.2
Stock awards
3.0
3.0
Shares repurchased and cancelled
(12.3)
(12.3)
December 31, 2023
432.9
432.9
Stock awards
5.6
5.6
Shares repurchased and cancelled
(15.5)
(15.5)
December 31, 2024
423.0
423.0
17.2 Dividends
In July 2023, the Company announced the initiation of a quarterly cash dividend and stated its intent to pay
dividends on a quarterly basis. On April 23, 2024, July 23, 2024, and October 23, 2024, the Board of Directors
authorized and declared a quarterly cash dividend of $0.05 per share. The cash dividends paid during the
years ended December 31, 2024 and 2023 were $85.9 million and $43.5 million, respectively.
As an English public limited company, we are required under U.K. law to have available “distributable reserves”
to conduct share repurchases or pay dividends to shareholders. Distributable reserves are a statutory
requirement and are not representative of an IFRS reported amount (e.g., retained earnings, net income, and
other reserves). The declaration and payment of dividends require the authorization of our Board of Directors,
provided that such dividends on issued share capital may be paid only out of our “distributable reserves.”
Therefore, we are not permitted to pay dividends out of share capital or share premium.
The articles of association permit us by ordinary resolution of the shareholders to declare dividends, provided
that the directors have made a recommendation as to its amount. The dividend shall not exceed the amount
recommended by the directors. The directors may also decide to pay interim dividends if it appears to them
that the profits available for distribution justify the payment. When recommending or declaring payment of a
dividend, the directors are required under English law to comply with their duties, including considering our
future financial requirements.
17.3 Capital management
For the purpose of our equity capital management, equity capital includes issued ordinary shares, share
premium, and all other equity reserves attributable to the equity holders of TechnipFMC. The primary objective
of our capital management is to maximize shareholder value.
We monitor our capital structure and take actions in light of economic conditions and the requirements of our
financial covenants. To manage our capital structure, from time to time we may adjust the return capital to
shareholders or issue new shares.
In July 2022, the Board of Directors authorized the repurchase of up to $400.0 million of our outstanding
ordinary shares under our share repurchase program. On July 26, 2023 and October 23, 2024, the Board of
Directors authorized additional share repurchases of up to $400.0 million and $1.0 billion, respectively.
Together with the existing program, the Company’s total share repurchase authorization was increased to
$1.8 billion of our outstanding ordinary shares under our share repurchase program. Pursuant to this share
repurchase program, we repurchased $400.1 million of ordinary shares during the year ended December 31,
2024. 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 repurchased shares were immediately
cancelled.
U.K. Annual Report and Accounts
TechnipFMC 210
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.
As of December 31, 2024, our securities authorized for issuance under equity compensation plans were as
follows:
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(in thousands)
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights (in $)
Number of Securities
Remaining Available for
Future Issuance under Equity
Compensation Plans
(in thousands)
Equity compensation plans approved by security
holders
1,192.4
$
19.82
—
We had no unregistered sales of equity securities during the years ended December 31, 2024 and 2023.
17.4 Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss) are as follows:
(In millions)
Cash Flow
Hedges (a)
Gains (Losses)
on Defined
Benefit Pension
Plans
Foreign
Currency
Translation
Accumulated
Other
Comprehensive
Income (Loss) –
TechnipFMC plc
Accumulated
Other
Comprehensive
Loss – Non-
Controlling
Interests
Total
Accumulated
Other
Comprehensive
Loss
December 31, 2022
$
(33.9) $
50.1
$
(809.9) $
(793.7) $
(9.0) $
(802.7)
Net gain/(loss) before
reclassification to statement of
income, net of tax
41.6
(28.5)
107.4
120.5
3.8
124.3
Reclassification to statement of
income, net of tax
(3.6)
—
—
(3.6)
—
(3.6)
December 31, 2023
$
4.1
$
21.6
$
(702.5) $
(676.8) $
(5.2) $
(682.0)
Net loss before reclassification to
statement of income, net of tax
(132.8)
(63.9)
(277.0)
(473.7)
(0.2)
(473.9)
Reclassification to statement of
income, net of tax
(4.3)
—
10.5
6.2
—
6.2
December 31, 2024
$
(133.0) $
(42.3) $
(969.0) $
(1,144.3) $
(5.4) $
(1,149.7)
(a) Recorded under this heading is the effective portion of the change in fair value of the derivative financial instruments qualified as cash flow
hedging.
17.5 Non-controlling interests
Non-controlling interests amounting to $44.6 million and $35.4 million as of December 31, 2024 and 2023,
respectively, did not represent a material component of TechnipFMC’s consolidated financial statements in the
years ended December 31, 2024, and 2023.
NOTE 18. SHARE-BASED COMPENSATION
Incentive compensation and award plan
Under the Amended and Restated TechnipFMC plc Incentive Award Plan (the “2017 Plan”), we were able to
grant certain incentives and awards to our officers, employees, non-employee directors, and consultants of the
Company and its subsidiaries. Awards included share options, share appreciation rights, performance stock
units, restricted stock units, restricted shares, or other awards authorized under the 2017 Plan. On April 28,
2022, we adopted the TechnipFMC plc 2022 Incentive Award Plan (the “Plan”), which replaces the 2017 Plan.
Under the Plan, 8.9 million ordinary shares were authorized for awards, and the remaining available shares
from the 2017 Plan were added to the authorized amount under the Plan.
The exercise price for options is determined by the Committee but cannot be less than the fair market value of
our ordinary shares at the grant date. Restricted share and performance share unit grants generally vest after
three years of service.
U.K. Annual Report and Accounts
TechnipFMC 211
Under the Plan, our Board of Directors has the authority to grant non-employee directors share options,
restricted shares, restricted share units, and performance shares. Unless otherwise determined by our Board of
Directors, awards to non-employee directors generally vest one year from the date of grant. All restricted
share units awarded prior to 2020 will be settled when a non-executive director ceases services on the Board
of Directors. Beginning with the 2020 equity award, non-executive directors now have the opportunity to elect
the year in which they will take receipt of the equity grants from either (a) a period of 1 to 10 years from the
grant date or (b) upon their separation from Board service. The elections are made prior to the beginning of the
grant year and are irrevocable after December 31 of the year prior to grant. Restricted share units are settled
when a director ceases services to the Board of Directors. As of December 31, 2024, outstanding awards to
active and retired non-employee directors included 75.0 thousand of restricted share units.
The measurement of share-based compensation expense on restricted share awards is based on the market
price and fair value at the grant date and the number of shares awarded. The fair value of performance shares
is estimated using a combination of the closing stock price on the grant date and the Monte Carlo simulation
model. We use the Black-Scholes options pricing model to measure the fair value of stock options granted on or
after January 1, 2017.
The share-based compensation expense for each award is recognized ratably over the applicable service period
or the period beginning at the start of the service period and ending when an employee becomes eligible for
retirement (currently age 62 under the Plan), after taking into account estimated forfeitures.
We recognize compensation expense and the corresponding tax benefits for awards under the Plan. The
compensation expense under the Plan was as follows:
Year Ended December 31,
(In millions)
2024
2023
Share-based compensation expense
$
63.2
$
45.8
Income tax benefits related to share-based compensation expense
16.2
10.1
As of December 31, 2024 and 2023, the portion of share-based compensation expense related to outstanding
awards to be recognized in future periods is as follows:
December 31,
2024
2023
Share-based compensation expense not yet recognized (In millions of U.S. dollars)
$
50.7
$
43.4
Weighted-average recognition period (in years)
0.69
0.93
Restricted share units
A summary of the non-vested restricted share units' activity is as follows:
2024
2023
(Shares in thousands)
Shares
Weighted-
Average
Grant Date Fair
Value
Shares
Weighted-
Average
Grant Date Fair
Value
Non-vested as of January 1
6,917.7
$
9.65
9,721.7
$
7.81
Granted
1,332.3
$
19.99
1,778.1
$
14.06
Vested
(2,565.2) $
9.31
(4,143.3) $
7.35
Cancelled/forfeited
(165.6) $
11.27
(438.8) $
8.47
Non-vested as of December 31
5,519.2
$
12.25
6,917.7
$
9.65
The total grant date fair value of restricted stock share units vested during the years ended December 31,
2024 and 2023 was $23.9 million and $30.5 million, respectively.
U.K. Annual Report and Accounts
TechnipFMC 212
Performance share units
The Board of Directors has granted certain employees, senior executives and directors performance share units
that vest subject to achieving satisfactory performances. The number of shares earned is determined at the end
of each performance period based on the Company’s achievement of certain predefined targets as described in
the underlying performance share unit agreement. In the event the Company exceeds the predefined target,
shares for up to a maximum of 200% of the target award may be awarded. In the event the Company falls
below the predefined target, a reduced number of shares may be awarded. If the Company falls below the
threshold award performance level, no shares will be awarded. As of December 31, 2024, 4.3 million
performance share units were outstanding assuming the achievement of 100% of target. For performance share
units issued on or after January 1, 2022, performance is based on results of return on invested capital (50%)
and total shareholder return (“TSR”) (50%).
For the performance share units which vest based on TSR, the fair value of performance shares is estimated
using a combination of the closing stock price on the grant date and the Monte Carlo simulation model. The
weighted-average fair value and the assumptions used to measure the fair value of performance share units
subject to performance-adjusted vesting conditions in the Monte Carlo simulation model were as follows:
Year Ended December 31,
2024
2023
Weighted-average fair value (a)
$
29.05
$
21.70
Expected volatility (b)
48.1 %
69.4 %
Risk-free interest rate (c)
4.4 %
4.4 %
Expected performance period in years (d)
3.0
3.0
(a) The weighted-average fair value was based on performance share units granted during the period.
(b) Expected volatility is based on normalized historical volatility of our shares over a preceding period commensurate with the expected
term of the performance share units.
(c) The risk-free rate for the expected term of the performance share units is based on the U.S. Treasury yield curve in effect at the time of
grant.
(d) For awards subject to service-based vesting, due to the lack of historical exercise and post-vesting termination patterns of the post-
Merger employee base, the expected term was estimated using a simplified method for all awards granted in 2024, 2023, and 2022.
A summary of the non-vested performance share units’ activity is as follows:
(Shares in thousands)
Shares
Weighted
Average Grant
Date Fair Value
Balance as of December 31, 2022
4,513.0
$
10.44
Granted
1,291.6
$
17.86
Cancelled/forfeited
(324.9) $
11.85
Balance as of December 31, 2023
5,479.7
$
12.11
Granted
928.7
$
24.39
Adjustments for performance achieved
1,987.5
$
11.50
Vested
(3,975.0) $
11.50
Cancelled/forfeited
(84.3) $
12.73
Balance as of December 31, 2024
4,336.6
$
15.00
The total grant date fair value of performance shares vested during years ended December 31, 2024 and 2023
was $45.7 million and nil, respectively.
Share option awards
The fair value of each share option award is estimated as of the date of grant using the Black-Scholes options
pricing model.
Share options awarded prior to 2017 were granted subject to performance criteria based upon certain targets,
such as Total shareholder return, return on capital employed, and operating net income (loss) from recurring
activities. Subsequent share options granted are time-based awards vesting over three years. We did not grant
any share option awards during the years ended December 31, 2024 and 2023.
U.K. Annual Report and Accounts
TechnipFMC 213
The following is a summary of share option activity during year ended December 31, 2024:
(Shares in thousands)
Shares
Weighted
average
exercise price
Weighted
average
remaining life
Balance as of December 31, 2023
1,325.4
$
20.27
4.3
Exercised
(1,402.6) $
21.41
—
Cancelled
(164.9) $
21.22
—
Adjustment for legacy options
1,434.5
$
21.12
—
Balance as of December 31, 2024
1,192.4
$
19.82
3.3
Exercisable as of December 31, 2024
1,192.4
$
19.82
3.3
The aggregate intrinsic value of stock options outstanding and stock options exercisable as of December 31,
2024 and December 31, 2023 was $9.1 million and $1.4 million, respectively.
Cash received from the share option exercises was $32.2 million and $1.1 million during each of the years
ended December 31, 2024 and 2023. The total intrinsic value of share options exercised during each of the
years ended December 31, 2024 and 2023 was $2.1 million and $0.3 million, respectively. To exercise share
options, an employee may choose (1) to pay, either directly or by way of the group savings plan, the share
option strike price to obtain shares, or (2) to sell the shares immediately after having exercised the share
option (in this case, the employee does not pay the strike price but instead receives the intrinsic value of the
share options in cash).
The following summarizes significant ranges of outstanding and exercisable share options as of December 31,
2024:
Options Outstanding
Options Exercisable
Exercise Price Range
Number of
options (in
thousands)
Weighted
average
remaining life
(in years)
Weighted
average
exercise price
(in $)
Number of
options (in
thousands)
Weighted
average
exercise price
(in $)
$16.00-$19.00
519.3
4.2
$
16.46
519.3
$
16.46
$20.00-$24.00
605.5
2.6
$
22.09
605.5
$
22.09
$25.00-$26.00
67.6
3.5
$
25.24
67.6
$
25.24
TOTAL
1,192.4
3.3
$
19.82
1,192.4
$
19.82
The following summarizes significant ranges of outstanding and exercisable options as of December 31, 2023:
Options Outstanding
Options Exercisable
Exercise Price Range
Number of
options (in
thousands)
Weighted
average
remaining life
(in years)
Weighted
average
exercise price
(in $)
Number of
options (in
thousands)
Weighted
average
exercise price
(in $)
$16.00-$19.00
519.3
5.2
$
16.46
519.3
$
16.46
$20.00-$24.00
676.0
3.6
$
22.22
676.0
$
22.22
$25.00-$26.00
130.1
3.9
$
25.29
130.1
$
25.29
TOTAL
1,325.4
4.3
$
20.27
1,325.4
$
20.27
U.K. Annual Report and Accounts
TechnipFMC 214
NOTE 19. DEBT
19.1 Debt
Short-term debt and current portion of long-term debt consisted of the following:
December 31,
(In millions)
2024
2023
Carrying value
Fair Value
Carrying value
Fair Value
5.75% 2020 Private placement due 2025
$
207.5
$
209.9
$
—
$
—
Bank borrowings
92.8
92.8
135.9
135.9
Other
16.9
16.9
17.9
17.9
Total short-term debt and current portion of long-term
$
317.2
$
319.6
$
153.8
$
153.8
Debt consisted of the following:
(In millions)
December 31, 2024
December 31, 2023
Carrying value
Fair Value
Carrying value
Fair Value
5.75% 2020 Private placement due 2025
$
—
$
—
$
219.9
$
224.3
6.50% Senior notes due 2026
201.4
203.1
200.6
203.2
4.00% 2012 Private placement due 2027
77.8
75.6
82.9
78.2
4.00% 2012 Private placement due 2032
101.8
89.1
108.1
92.7
3.75% 2013 Private placement due 2033
102.0
88.3
108.3
85.0
Bank borrowings and other
123.9
123.9
245.3
245.3
Total long-term debt
606.9
580.0
965.1
928.7
Bank borrowings and other
109.7
109.7
153.8
153.8
5.75% 2020 Private placement due 2025
207.5
209.9
—
—
Total short-term debt and current portion of long-term
317.2
319.6
153.8
153.8
Total debt
$
924.1
$
899.6
$
1,118.9
$
1,082.5
Credit Facilities and Debt Commitments
Revolving Credit Facility - On February 16, 2021, we entered into a credit agreement, which provided for a
$1.0 billion three-year senior secured multi-currency revolving credit facility including a $450.0 million letter
of credit sub-facility (the “Revolving Credit Facility”). We incurred $34.8 million of debt issuance costs in
connection with the Revolving Credit Facility. These debt issuance costs are deferred and are included in other
assets in our consolidated statements of financial position. The deferred debt issuance costs are amortized to
interest expense over the term of the Revolving Credit Facility.
On April 24, 2023, we entered into a fifth amendment (the “Amendment No. 5”) to the Revolving Credit Facility
(as amended, the “Credit Agreement”), which increased the commitments available to the Company to
$1.25 billion and extended the term to five years from the date of the Amendment No. 5. The Credit Agreement
also provides for a $250.0 million letter of credit sub-facility. We incurred $16.7 million of debt issuance costs
in connection with the Amendment No. 5. These debt issuance costs are deferred and are included in other
assets in our condensed consolidated balance sheets. The deferred debt issuance costs are amortized to
interest expense over the term of the Credit Agreement.
Availability of borrowings under the Credit Agreement is reduced by the outstanding letters of credit issued
against the facility. As of December 31, 2024, there were no letters of credit outstanding and our availability of
borrowings under the Credit Agreement was $1.25 billion.
Borrowings under the Credit Agreement bear interest at the following rates, plus an applicable margin,
depending on currency:
•
U.S. dollar-denominated loans bear interest, at the Company’s option, at a base rate or an adjusted rate
linked to the Secured Overnight Financing Rate (“Adjusted Term SOFR”).
U.K. Annual Report and Accounts
TechnipFMC 215
•
British pound-denominated loans bear interest on an adjusted rate linked to the Sterling Overnight
Index Average Rate ("SONIA").
•
Euro-denominated loans bear interest on an adjusted rate linked to the Euro interbank offered rate
("EURIBOR").
After the upgrade to "Investment Grade” as defined in the Credit Agreement by two out of three rating agencies
during 2024, the rate for Term Benchmark (as defined in the Credit Agreement) loans is 1.50 percent and the
rate for base rate loan is 0.5% effective from June 28, 2024. The Credit Agreement is subject to customary
representations and warranties, covenants, events of default, mandatory repayment provisions and financial
covenants.
Letter of Credit Facility - On April 24, 2023, the Company entered into a new $500 million five-year senior
secured performance letters of credit facility (the “Performance LC Credit Agreement”). The commitments under
the Performance LC Credit Agreement may be increased to $1.0 billion, subject to the satisfaction of certain
customary conditions precedent. The Performance LC Credit Agreement permits the Company and its
subsidiaries to have access to performance letters of credit denominated in a variety of currencies to support
the contracting activities with counterparties that require or request a performance or similar guarantee. It
contains substantially the same customary representations and warranties, covenants, events of default,
mandatory repayment provisions, and financial covenants as the Credit Agreement and benefits from the same
guarantees and security as the Credit Agreement on a pari passu basis.
On March 7, 2024, S&P Global Ratings (“S&P”) upgraded TechnipFMC to investment grade, raising its rating to
‘BBB-’ from ‘BB+’ for both the issuer credit as well as the issue-level ratings on the Company’s senior unsecured
notes. On June 27, 2024, Fitch Ratings (“Fitch”) assigned a first-time investment grade long-term issuer default
rating of ’BB-’ for TechnipFMC. 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 and certain negative covenants no longer apply to the Company.
2021 Notes - On January 29, 2021, we issued $1.0 billion of 6.50% senior notes due 2026 (the “2021 Notes”).
The interest on the 2021 Notes is paid semi-annually on February 1 and August 1 of each year, beginning on
August 1, 2021. The 2021 Notes are senior unsecured obligations and are guaranteed on a senior unsecured
basis by substantially all of our wholly owned U.S. subsidiaries and non-U.S. subsidiaries in Brazil, the
Netherlands, Norway, Singapore, and the United Kingdom. We incurred $25.7 million of debt issuance costs in
connection with issuance of the 2021 Notes. These debt issuance costs are deferred and are included in long-
term debt in our consolidated balance sheets. The deferred debt issuance costs are amortized to interest
expense over the term of the 2021 Notes, which approximates the effective interest method. The outstanding
balance of the 2021 Notes as of December 31, 2024, is $202.9 million.
During 2022, we completed a tender offer and purchased for cash $430.2 million of the outstanding 2021
Notes. We paid a cash premium of $21.5 million to the tendering note holders and wrote off $8.3 million of
debt issuance costs. Concurrent with the tender offer, the Company obtained consents of holders with respect
to the 2021 Notes to certain proposed amendments (“Proposed Amendments”) to the indenture governing
these notes. The Proposed Amendments, among other things, eliminated substantially all of the restrictive
covenants and certain event of default triggers in the indenture.
During 2021, we completed two tender offers and purchased for cash $366.9 million of the outstanding 2021
Notes.
As of December 31, 2024, TechnipFMC was in compliance with all debt covenants. The Company is required to
comply with financial covenants at the end of each annual and quarterly periods. The Company has no
indication that it will have difficulty complying with these covenants.
Private placement Notes
U.K. Annual Report and Accounts
TechnipFMC 216
2020 Issuance:
During 2020, we completed the private placement of €200 million aggregate principal amount of senior notes
(the “2020 Private Placement Notes”). The 2020 Private Placement Notes bear interest of 5.75% and are due
June 2025. Interest on the notes is payable annually in arrears on June 30 of each year beginning June 30,
2020. The 2020 Private Placement Notes contain usual and customary covenants and events of default for
notes of this type.
2013 Issuances:
In October 2013, we completed the private placement of €355.0 million aggregate principal amount of senior
notes. The notes were issued in three tranches with €100.0 million bearing interest at 3.75 percent and due
October 2033 (the “Tranche A 2033 Notes”), €130.0 million bearing interest of 3.15 percent which matured
during October 2023 (the “Tranche B 2023 Notes), and €125.0 million bearing interest of 3.15 percent which
also matured during October 2023 (the “Tranche C 2023 Notes” and, collectively with the “Tranche A 2033
Notes” and the “Tranche B 2023 Notes,” the “2013 Private Placement Notes”). Interest on the Tranche A 2033
Notes is payable annually in arrears on October 7 each year, beginning October 7, 2014. During 2023, we
repaid the outstanding $270.2 million of our 3.15% October 2023 “Tranche B & C 2023 Notes.”
2012 Issuances:
In June 2012, we completed the private placement of €325.0 million aggregate principal amount of notes. The
notes were issued in three tranches with €150.0 million bearing interest at 3.40% which matured in June 2022
(the “Tranche A 2022 Notes”), €75.0 million bearing interest of 4.0% and due June 2027 (the “Tranche B 2027
Notes”), and €100.0 million bearing interest of 4.0% and due June 2032 (the “Tranche C 2032 Notes” and,
collectively with the “Tranche A 2022 Notes” and the “Tranche B 2027 Notes,” the “2012 Private Placement
Notes”). Interest on the Tranche C 2032 Notes is payable annually in arrears on June 14 of each year beginning
on June 14, 2013. Interest on the Tranche B 2027 Notes is payable annually in arrears on June 15 of each
year, beginning on June 15, 2013. During 2022, we repaid the outstanding $161.0 million of our 3.40% June
2022 “Tranche A 2022 Notes.”
The 2013 and 2012 Private Placement Notes contain usual and customary covenants and events of default for
notes of this type. In the event of a change of control resulting in a downgrade in the rating of the notes below
BBB-, the 2013 and 2012 Private Placement Notes may be redeemed early at the request of any bondholder,
at its sole discretion. The 2013 and 2012 Private Placement Notes are our unsecured obligations. The 2013 and
2012 Private Placement Notes rank equally in right of payment with all of our existing and future
unsubordinated debt.
Term loan - In December 2016, we entered into a £160.0 million term loan agreement to finance the Deep
Explorer, a diving support vessel (“DSV”), maturing in December 2028. Under the loan agreement, interest
accrues at an annual rate of 2.813%. This loan agreement contains usual and customary covenants and events
of default for loans of this type.
Bank borrowings - In January 2019, we executed a sale-leaseback transaction to finance the purchase of a
deepwater dive support vessel, Deep Discoverer (the “Vessel”) for the full transaction price of $116.8 million.
The sale-leaseback agreement (“Charter”) was entered into with a French joint-stock company, owned by Credit
Industrial et Commercial (“CIC”) which was formed for the sole purpose to purchase and act as the lessor of the
Vessel. The transaction was funded through debt of $96.2 million and will expire on January 8, 2031.
Foreign committed credit - We have committed credit lines at many of our international subsidiaries for
immaterial amounts. We utilize these facilities for asset financing and to provide a more efficient daily source
of liquidity. The effective interest rates depend upon the local national market.
Analysis by type of interest rate after yield management is described in Note 30.
U.K. Annual Report and Accounts
TechnipFMC 217
19.2 Secured financial debts excluding leases
Secured debts are as follows:
December 31,
(In millions)
2024
2023
Guarantee
Without
Guarantee
Total
Guarantee
Without
Guarantee
Total
Current facilities and other
$
—
$
17.1
$
17.1
$
—
$
17.7
$
17.7
Short-term portion of long-term debt
63.4
236.7
300.1
24.2
111.9
136.1
Total short-term debt and current portion of
long-term
63.4
253.8
317.2
24.2
129.6
153.8
Total long-term debt, less current portion and
finance leases
271.5
335.4
606.9
374.0
591.1
965.1
Total debt excluding finance leases
$
334.9
$
589.2
$
924.1
$
398.2
$
720.7
$
1,118.9
NOTE 20. PENSIONS AND OTHER LONG-TERM EMPLOYEE BENEFIT PLANS
20.1 Description of TechnipFMC’s current benefit plans
We have funded and unfunded defined benefit pension plans, which provide defined benefits based on years
of service and final average salary.
We are required to recognize the funded status of defined benefit post-retirement plans as an asset or liability
in the consolidated statement of financial position and recognize changes in that funded status in the
consolidated statements of other comprehensive income in the year in which the changes occur. Further, we
are required to measure the plan’s assets and its obligations that determine its funded status as of the date of
the consolidated statement of financial position. We have applied this guidance to our domestic pension and
other post-retirement benefit plans as well as for many of our non-U.S. plans, including those in the United
Kingdom, Germany, France, and Canada.
In the case of funded plans, we ensure that the investment positions are managed to achieve long-term
investments that are in line with the obligations under the pension schemes. Our objective is to match assets to
the pension obligations by investing in long-term fixed interest securities with maturities that match the
benefit payments as they fall due and in the appropriate currency.
We actively monitor how the duration and the expected yield of the investments are matching the expected
cash outflows arising from the pension obligations. We have not changed the processes used to manage its
risks from previous periods. Investments are well diversified, such that the failure of any single investment
would not have a material impact on the overall level of assets.
Our pension investment strategy emphasizes maximizing returns consistent with balancing risk. Excluding our
international plans with insurance-based investments, 66.9% of our total pension plan assets primarily
represent the U.S. qualified plan. These plans are primarily invested in hedge funds to maximize the long-term
returns of the plans.
On December 31, 2017, we amended the U.S. retirement plans (the “Plans”) to freeze benefit accruals for all
participants of the Plans as of December 31, 2017. After that date, participants in the Plans will no longer
accrue any further benefits and participants’ benefits under the Plans will be determined based on credited
service and eligible earnings as of December 31, 2017.
Non-US based employees are eligible to participate in TechnipFMC-sponsored or government-sponsored
benefit plans to which we contribute. Several of the foreign defined benefit pension plans sponsored by us
provide for employee contributions; the remaining plans are noncontributory. The most significant of these
plans are in the Netherlands, France, and the United Kingdom.
We have other post-retirement benefit plans covering substantially all of our U.S. unionized employees. The
post-retirement health care plans are contributory; the post-retirement life insurance plans are
noncontributory.
U.K. Annual Report and Accounts
TechnipFMC 218
We are required to recognize the funded status of defined benefit post-retirement plans as an asset or liability
in the consolidated balance sheet and recognize changes in that funded status in comprehensive income (loss)
in the year in which the changes occur. Further, we are required to measure the plan’s assets and its
obligations that determine its funded status as of the date of the consolidated balance sheet. We have applied
this guidance to our domestic pension and other post-retirement benefit plans as well as for many of our non-
U.S. plans, including those in the United Kingdom, Germany, France, and Canada. Pension expense measured in
compliance with GAAP for the other non-U.S. pension plans is not materially different from the locally reported
pension expense.
We also continue to monitor pension legal requirements that are applicable to our business. For instance, in
July 2024, the U.K. Court of Appeal upheld a ruling of the U.K. High Court in Virgin Media Ltd v. NTL Pension
Trustees II Ltd case, a matter that we were not a party to or involved in. The court ruled that certain historical
amendments purportedly made to Virgin Media’s U.K. defined benefit plan were legally invalid because they
had not been accompanied by necessary actuarial confirmation. We are currently monitoring legislation
intervention and further guidance on the application of the ruling to assess whether this decision has any
implications for our U.K. plans.
We expect to contribute approximately $0.6 million to our international pension plans, representing primarily
the U.K. qualified pension plans. We do not expect to make any contributions to our U.S. Qualified Pension Plan
and our U.S. Non-Qualified Defined Benefit Pension Plan in 2025. All of the contributions are expected to be in
the form of cash.
The following table summarizes expected benefit payments from our various pension and post-retirement
benefit plans through 2034 as of December 31, 2024. Actual benefit payments may differ from expected
benefit payments.
(In millions)
Expected
benefit
payments
2025
$
57.1
2026
55.6
2027
60.4
2028
67.6
2029-2034
383.3
Total
$
624.0
UK Pension Plans Buy-In
During 2024, two of the U.K. pension plans entered into buy-in contracts for all their members. Under the buy-
in contract terms, the responsibility to pay pension benefits still rests with the plans and the obligation is still
recorded by the Company. Under the buy-in contract terms, the pension plan pays a one-off premium to an
insurer in return for funding of payments to members. The insurer will provide payments back to the pension
scheme to cover the benefits for the members covered by the buy-in. The insurance premium was fully funded
by the trustees transferring plan assets valued as of the buy-in contracts dates. The initial value of the asset
associated with the buy-in contract was equal to the premium paid to secure the buy-in contract and is
adjusted each reporting period to reflect the estimated fair value of the premium that would be paid for such
buy-in contract at that time. The buy-in provides a direct match to the underlying benefits thereby eliminating
future balance sheet volatility in respect of these obligations, except for GMP related obligations.
Both of the U.K. pension plans are frozen to new entrants and to new accruals.
U.K. Annual Report and Accounts
TechnipFMC 219
20.2 Remeasurement effects recognized in the consolidated other comprehensive income (OCI)
December 31,
(In millions)
2024
2023
Actuarial loss due to experience on defined benefit obligation
$
8.4
$
19.5
Actuarial (gain) loss due to demographic assumption changes in defined benefit obligation
(0.9)
(6.3)
Actuarial (gain) loss due to financial assumption changes in defined benefit obligation
(59.9)
25.7
Return on plan assets (greater) lower than discount rate
92.1
(0.2)
Change in irrecoverable surplus other than interest
(0.5)
(3.2)
Actuarial (income) loss recognized in other comprehensive income
$
39.2
$
35.5
20.3 Defined benefit asset (liability) recognized in the consolidated statements of financial position
As of December 31, 2024, the net defined benefit liability of $152.2 million is comprised of a defined benefit
asset of $8.8 million and defined benefit liability of $161.0 million as recognized in the consolidated statement
of financial position. As of December 31, 2023, there was a net defined benefit liability of $127.5 million
recognized in the consolidated statement of financial position.
The amounts recognized in the consolidated statement of financial position and the movements in the net
defined benefit obligation over the year are as follows:
(In millions)
Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Defined
Benefit
Obligation
December 31, 2022
$
842.1
$
736.2
$
105.9
Expense/income as recorded in the statement of income
51.9
38.5
13.4
Total current service cost/income
3.4
—
3.4
Net financial costs
43.6
38.5
5.1
Actuarial losses of the year
0.4
—
0.4
Administrative costs and taxes
4.5
—
4.5
Actuarial loss/gain recognized in other comprehensive income
38.9
3.4
35.5
Actuarial loss on defined benefit obligation/ gain on plan assets
38.9
3.4
35.5
- Experience
19.5
—
19.5
- Financial assumptions
25.7
—
25.7
- Demographic assumptions
(6.3)
—
(6.3)
Actuarial gain on plan assets
—
0.2
(0.2)
Change in irrecoverable surplus other than interest
—
3.2
(3.2)
Contributions and benefits paid
(54.8)
(44.5)
(10.3)
Contributions by employer
—
5.7
(5.7)
Benefits paid by employer
(4.6)
—
(4.6)
Benefits paid from plan assets
(50.2)
(50.2)
—
Exchange difference
19.0
20.3
(1.3)
Other
(1.4)
(0.8)
(0.6)
MSB benefit obligations classified as held for sale
(15.1)
—
(15.1)
December 31, 2023
$
880.6
$
753.1
$
127.5
U.K. Annual Report and Accounts
TechnipFMC 220
(In millions)
Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Defined
Benefit
Obligation
December 31, 2023
$
880.6
$
753.1
$
127.5
Expense/income as recorded in the statement of income
49.7
36.9
12.8
Total current service cost
3.1
—
3.1
Net financial costs
42.7
36.9
5.8
Actuarial gains of the year
(0.6)
—
(0.6)
Administrative costs and taxes
4.5
—
4.5
Actuarial gain/loss recognized in other comprehensive income
(52.8)
(91.7)
38.9
Actuarial (gain) on defined benefit obligation / (loss) on plan assets
(52.8)
(91.7)
38.9
- Experience
8.4
—
8.4
- Financial assumptions
(60.3)
—
(60.3)
- Demographic assumptions
(0.9)
—
(0.9)
Actuarial loss on plan assets
—
(92.1)
92.1
Change in irrecoverable surplus other than interest
—
0.4
(0.4)
Contributions and benefits paid
(58.2)
(34.4)
(23.8)
Contributions by employer
—
17.9
(17.9)
Benefits paid by employer
(5.9)
—
(5.9)
Benefits paid from plan assets
(52.3)
(52.3)
—
Exchange difference
(8.1)
(5.8)
(2.3)
Other
1.8
2.7
(0.9)
December 31, 2024
$
813.0
$
660.8
$
152.2
In 2024 and 2023, the discounted defined benefit obligation included $738.0 million and $818.0 million for
funded plans and $74.9 million and $62.4 million for unfunded plan assets, respectively.
The following table shows a breakdown of the defined benefit obligation and plan assets by country for the
years ending December 31, 2024 and 2023.
(In millions)
United
Kingdom
United States
Other
Total
December 31, 2023
Defined benefit obligation
$
316.3
$
518.4
$
45.6
$
880.3
Fair value of plan assets
369.8
371.5
11.5
752.8
Net defined benefit (asset) obligation
$
(53.5) $
146.9
$
34.1
$
127.5
December 31, 2024
Defined benefit obligation
$
276.7
$
493.5
$
42.7
$
812.9
Fair value of plan assets
281.3
367.0
12.4
660.7
Net defined benefit (asset) obligation
$
(4.6) $
126.5
$
30.3
$
152.2
Below are the details of the principal categories of plan assets by country in terms of percentage of their total
fair value:
December 31, 2024
(In %)
Bonds
Shares
Real Estate
Cash
Other
Total
Eurozone
— %
— %
— %
— %
100 %
100 %
United Kingdom
6 %
4 %
14 %
2 %
75 %
100 %
United States
15 %
85 %
— %
— %
— %
100 %
U.K. Annual Report and Accounts
TechnipFMC 221
December 31, 2023
(In %)
Bonds
Shares
Real Estate
Cash
Other
Total
Eurozone
— %
— %
— %
— %
100 %
100 %
United Kingdom
11 %
74 %
13 %
3 %
— %
100 %
United States
21 %
54 %
— %
2 %
23 %
100 %
20.4 Actuarial assumptions
December 31, 2024
Discount Rate
Future Salary
Increase
(above
Inflation Rate)
Healthcare
Cost
Increase Rate
Inflation
Rate
Eurozone
3.4 %
2.8% to 3.5%
N/A
2.0 %
United Kingdom
5.6 %
N/A
N/A
3.3 %
United States
5.6 %
N/A
N/A
2.5 %
December 31, 2023
Discount Rate
Future Salary
Increase
(above
Inflation Rate)
Healthcare
Cost
Increase Rate
Inflation
Rate
Eurozone
3.2 %
3.0% to 3.5%
N/A
2.2 %
United Kingdom
4.7 %
N/A
N/A
2.7% to 3.2%
United States
5.1 %
N/A
N/A
2.5 %
Assumptions regarding future mortality are set based on actuarial advice in accordance with published
statistics and experience in each territory. These assumptions translate into an average life expectancy in years
for a pensioner retiring at age 65:
December 31, 2024
Assumed life expectations for a retiree age 65
Retiring at the end of the
reporting period
Retiring 15 years after the end of
the reporting period
(In years)
Male
Female
Male
Female
Eurozone
26
29
28
31
United Kingdom
21
24
22
25
United States
21
23
21
23
December 31, 2023
Assumed life expectations for a retiree age 65
Retiring at the end of the
reporting period
Retiring 15 years after the end of
the reporting period
(In years)
Male
Female
Male
Female
Eurozone
26
29
28
31
United Kingdom
21
24
22
25
United States
21
23
21
23
The sensitivity analysis is based on a change in an assumption while holding all other assumptions constant.
The discount rates as of December 31, 2024 of the Eurozone, United Kingdom, and the United States zones are
determined by holding the benefit flows of services expected from the plans and by using a curve of yield built
from a wide basket of bonds of companies of high quality (rated AA). In the countries where the market bonds
of companies of high quality is insufficiently deep, the discount rates are measured in reference to
governmental rates.
U.K. Annual Report and Accounts
TechnipFMC 222
The references used to determine the discount rates and mortality assumptions as of December 31, 2024
remain unchanged compared to 2023. A 25% decrease in the discount rate would increase the defined benefit
obligation by approximately 2.6%. A 25% increase in the discount rate would decrease the defined benefit
obligation by approximately (2.7)%. A one-year decrease in the life expectancy would decrease the defined
benefit obligation by approximately (3.1)%. A one year increase in the life expectancy would increase the
defined benefit obligation by approximately 3.1%. A 25% increase in inflation rates would increase the defined
benefit obligation by 61.1%. A 25% decrease in inflation rates would decrease the defined benefit obligation by
(61.1)%.
20.5 Other plans
Savings plans - The TechnipFMC Retirement Savings Plan (“Qualified Plan”), a qualified salary reduction plan
under Section 401(k) of the Internal Revenue Code, is a defined contribution plan. Additionally, we have a non-
qualified deferred compensation plan, the (“Non-Qualified Plan”), which allows certain highly compensated
employees the option to defer the receipt of a portion of their salary. We match a portion of the participants’
deferrals to both plans. Both plans relate to FMC Technologies, Inc.
Participants in the Non-Qualified Plan earn a return based on hypothetical investments in the same options as
our 401(k) plan, including TechnipFMC plc stock ("FTI Stock Fund"). In March 2019, the FTI Stock Fund was
removed from the Non-Qualified Plan. Changes in the market value of these participant investments are
reflected in other income (expense), net. The deferred compensation liability is measured based on the actuarial
present value of the benefits owed to the employee. As of December 31, 2024 and 2023, our liability for the
Non-Qualified Plan was $27.8 million and $23.8 million, respectively, and was recorded in other liabilities in
other non-current liabilities. We hedge the financial impact of changes in the participants’ hypothetical
investments by purchasing the investments that the participants have chosen. Changes in the fair value of
these investments are recognized as an offset to other income (expense), net. As of December 31, 2024 and
2023, we had investments for the Non-Qualified Plan totaling $26.1 million and $23.0 million at fair market
value, respectively.
We recognized an expense of $21.1 million and $21.1 million, respectively, for matching contributions to these
plans in 2024 and 2023, respectively. Additionally, we recognized an expense of $8.8 million and $4.4 million,
for non-elective contributions in 2024 and 2023, respectively.
NOTE 21. PROVISIONS
Movements in each class of provision as of December 31, 2023 are as follows:
(In millions)
As of
December
31, 2022
Increase
Used
Reversals
Unused
Reversals
Foreign
exchange
differences
Other
As of
December
31, 2023
Restructuring obligations
$
1.7
$
0.9
$
(1.4) $
—
$
(0.1) $
(0.5) $
0.6
Other non-current provisions
4.4
0.3
(0.2)
(0.1)
0.2
—
4.6
Total non-current provisions
6.1
1.2
(1.6)
(0.1)
0.1
(0.5)
5.2
Contingencies related to contracts
13.5
6.8
(0.4)
(3.4)
(0.3)
(0.2)
16.0
Tax
18.1
—
(9.4)
(0.3)
0.6
—
9.0
Litigation(a)
98.5
21.3
(71.9)
(1.7)
2.5
—
48.7
Restructuring obligations
8.4
14.5
(7.8)
(0.6)
—
0.1
14.6
Contract loss provision
76.0
51.2
(87.6)
—
—
—
39.6
Other current provisions(b)
71.6
132.2
(80.8)
(3.3)
1.3
16.8
137.8
Total current provisions
286.1
226.0
(257.9)
(9.3)
4.1
16.7
265.7
Total provisions
$
292.2
$ 227.2
$
(259.5) $
(9.4) $
4.2
$
16.2
$
270.9
(a) Litigation - Includes provision of $70.0 million for the year ended December 31, 2022, regarding the investigation by the French authorities
(Parquet National Financier) related to offshore platform projects awarded to Technip S.A. between 2007-2008 in West Africa. See detailed
description below in section Litigation in Note 21.
(b) Other current provisions - The majority of this balance is related to our annual bonus plan of $136.2 million and $70.8 million as of
December 31, 2023 and 2022, respectively.
U.K. Annual Report and Accounts
TechnipFMC 223
Movements in each class of provision as of December 31, 2024 are as follows:
(In millions)
As of
December
31, 2023
Increase
Used
Reversals
Unused
Reversals
Foreign
exchange
differences
Other
As of
December
31, 2024
Restructuring obligations
$
0.6
$
—
$
(0.6) $
—
$
—
$
—
$
—
Other non-current provisions
4.6
—
(2.4)
—
(0.5)
—
1.7
Total non-current provisions
5.2
—
(3.0)
—
(0.5)
—
1.7
Contingencies related to contracts
16.0
5.6
(2.3)
(1.4)
(0.1)
(2.2)
15.6
Tax
9.0
3.0
—
(0.9)
(0.1)
—
11.0
Litigation
48.7
14.4
(12.4)
(2.5)
(9.8)
—
38.4
Restructuring obligations
14.6
6.1
(13.8)
(1.4)
(0.2)
—
5.3
Contract loss provision
39.6
34.7
(8.7)
—
(6.7)
(0.4)
58.5
Other current provisions(a)
137.8
123.9
(92.6)
(29.1)
(7.4)
(2.4)
130.2
Total current provisions
265.7
187.7
(129.8)
(35.3)
(24.3)
(5.0)
259.0
Total provisions
$
270.9
$
187.7
$
(132.8) $
(35.3) $
(24.8) $
(5.0) $
260.7
(a) Other current provisions - The majority of this balance is related to our annual bonus plan of $127.1 million and $136.2 million as of
December 31, 2024 and 2023, respectively.
The accounting policy principles utilized to evaluate the amounts and types of provisions for liabilities and
charges are described in Note 1. We have provisions of the following nature:
Legal and tax matters - We are involved in various pending or potential legal and tax actions or disputes in the
ordinary course of our business. These actions and disputes can involve our agents, suppliers, clients, and
venture partners, and can include claims related to payment of fees, service quality, and ownership
arrangements, including certain put or call options. We are unable to predict the ultimate outcome of these
actions because of their inherent uncertainty. However, we believe that the most probable, ultimate resolution
of these matters will not have a material adverse effect on our consolidated financial position, results of
operations or cash flows.
Litigation - On June 25, 2019, we announced a global resolution to pay a total of $301.3 million to the U.S.
Department of Justice (“DOJ”), the SEC, and Brazilian authorities (Federal Prosecution Service (“MPF”)) and the
Comptroller General of Brazil (“CGU”), and the Attorney General of Brazil (“AGU”) to resolve these anti-
corruption investigations related to historic conduct by Technip S.A. in Brazil and historic conduct by FMC
Technologies concerning services provided by a vendor, Unaoil S.A.M. We were not required to have a monitor
and instead, provided reports on our anti-corruption program to the Brazilian and U.S. authorities for two and
three years, respectively.
As part of this resolution, we entered into a three-year Deferred Prosecution Agreement (“DPA”) with the DOJ
related to charges of conspiracy to violate the FCPA related to conduct in Brazil and with Unaoil. In addition,
Technip USA, Inc., a U.S. subsidiary, pled guilty to one count of conspiracy to violate the FCPA related to
conduct in Brazil. We also consented to the entry of an Administrative Order issued by the SEC related to
Unaoil.
In Brazil, on June 25, 2019, our subsidiaries Technip Brasil - Engenharia, Instalações E Apoio Marítimo Ltda.,
and Flexibrás Tubos Flexíveis Ltda. entered into leniency agreements with both the MPF and the CGU/AGU. We
made, as part of those agreements, certain enhancements to the compliance programs in Brazil during the two-
year self-reporting period, which aligned with our commitment to cooperation and transparency with the
compliance community in Brazil and globally.
On December 8, 2022, the Company received notice of the official release from all obligations and charges by
CGU, having successfully completed all of the self-reporting requirements in the leniency agreements and the
case was closed. On December 27, 2022, the DOJ filed a Motion to Dismiss the charges against TechnipFMC
related to conspiracy to violate the FCPA, noting to the Court that the Company had fully met and completed all
of its obligations under the DPA. The Dismissal Order was signed by the Court on January 4, 2023, thereby
closing the case. All obligations to regulatory authorities related to the enforcement matters in the United
States and Brazil have been completed and the Company has been unconditionally released by both
jurisdictions.
U.K. Annual Report and Accounts
TechnipFMC 224
As previously disclosed, we have also resolved an investigation by French authorities (the Parquet National
Financier (“PNF”). On June 22, 2023, the Company, through its subsidiary Technip UK Limited, along with
Technip Energies SAS, a subsidiary of Technip Energies NV, reached a resolution with the PNF of all outstanding
matters, including its investigations into historical projects in Equatorial Guinea, Ghana, and Angola. The
resolution took the form of a convention judiciaire d'interet public, (“CJIP”), which does not involve any
admission of liability or guilt.
Under the terms of the CJIP, Technip UK and Technip Energies France will pay a public interest fine of
€154.8 million and €54.1 million, respectively, for a total of €208.9 million. Under the companies’ separation
agreements, TechnipFMC is responsible for €179.45 million to be paid in installments through July 2024, and
Technip Energies is responsible for the remaining €29.45 million. During the three-months ended June 30,
2023, we recorded an incremental liability of $126.5 million. After making all scheduled installment payments
of €24.7 million, €51.6 million, €51.6 million, and €51.6 million on July 13, 2023, January 15, 2024, April 8,
2024, and July 10, 2024, respectively, we have no further outstanding balance as of December 31, 2024. The
legal settlement liability was classified as a financial liability at amortized costs. See Note 23.
TechnipFMC fully cooperated with the PNF and was not required to retain a monitor. The CJIP received final
approval by the President of the Tribunal Judiciaire of Paris at a hearing on June 28, 2023.
All obligations to PNF related to the enforcement matters in Equatorial Guinea, Ghana, and Angola have been
completed and the Company has been unconditionally released by PNF.
Included within $38.4 million litigation provision balance as of December 31, 2024 are various litigation claims
related to civil and labor claims and other miscellaneous legal matters.
Contract loss provision - The provision balances include estimated contract losses and final project costs related
mainly to long-term construction projects.
Liquidated damages - Some of our contracts contain provisions that require us to pay liquidated damages if we
are responsible for the failure to meet specified contractual milestone dates and the applicable customer
asserts a conforming claim under these provisions. These contracts define the conditions under which our
customers may make claims against us for liquidated damages. Based upon the evaluation of our performance
and other commercial and legal analysis, management believes we have appropriately recognized probable
liquidated damages as of December 31, 2024 and 2023, and that the ultimate resolution of such matters will
not materially affect our consolidated financial position, results of operations, or cash flows. The Company
accounts for liquidated damages as variable consideration and recognizes a reduction in revenue if contract
terms provide for payments to the customer for failure to comply with the terms of the contract. These terms
differ from a warranty provision that requires the Company to repair or replace a product that does not
function as expected (see Note 25).
NOTE 22. RESTRUCTURING, IMPAIRMENT AND OTHER EXPENSES
Restructuring, impairment and other expenses were as follows:
Year Ended December 31,
(In millions)
2024
2023
Subsea
$
(0.2) $
4.9
Surface Technologies
7.7
9.8
Corporate and other
4.8
5.3
Total restructuring, impairment and other expense
$
12.3
$
20.0
During the year ended December 31, 2024, we incurred a net $12.3 million of restructuring, impairment and
other expenses, primarily associated with impairment of investment assets, and restructuring charges in
Singapore partially offset by a $13.1 million reversal of vessel impairment losses (see Note 10).
U.K. Annual Report and Accounts
TechnipFMC 225
During the year ended December 31, 2023, we incurred $20.0 million of restructuring, impairment and other
expenses, out of which we incurred $8.2 million of restructuring and severance expenses, primarily associated
with exiting operations in Canada and the closure of sites in Mexico and Angola. We also incurred restructuring
charges of $3.9 million in Singapore and Argentina. We incurred $5.2 million of costs associated with the
disposal of the MSB. Additionally, we incurred $1.7 million of asset impairment in the U.K.
NOTE 23. OTHER LIABILITIES (CURRENT AND NON-CURRENT)
Other current liabilities are as follows:
December 31,
(In millions)
2024
2023
Legal settlement liability (Note 21)
$
—
$
171.1
Current financial liabilities at amortized cost, total
—
171.1
Social security liability
89.1
81.9
Other taxes payable
57.1
78.5
Warranty obligations (Note 25)
52.4
45.0
Other(a)
202.9
164.2
Other current liabilities, total
401.5
369.6
Total other current liabilities
$
401.5
$
540.7
(a) Includes miscellaneous other employee, medical, and costs of operations.
Other non-current liabilities are as follows:
December 31,
(In millions)
2024
2023
Deferred revenue(a)
$
75.6
$
—
Obligations on non-qualified employee retirement plans
27.8
23.8
Subsidies
3.8
0.3
Other(b)
26.7
55.6
Total other non-current liabilities
$
133.9
$
79.7
(a) Includes ongoing obligations to provide contractual services to customers. The Company has entered into funding arrangements with certain
customers for the construction of specific assets. These arrangements stipulate that the customer will reimburse the construction costs, and the
Company will retain ownership and control of the assets. The assets constructed are capitalized and are depreciated over their useful life. The
deferred revenue balance as of December 31, 2024 represent the unreleased revenue pertaining to customers' funded additions to property,
plant and equipment.
(b) Includes miscellaneous accruals.
NOTE 24. ACCOUNTS PAYABLE, TRADE
Trade payables amounted to $1,301.8 million as of December 31, 2024 as compared to $1,355.1 million as of
December 31, 2023. Trade payables maturities are linked to the operating cycle of supply contracts and mature
within 12 months.
U.K. Annual Report and Accounts
TechnipFMC 226
NOTE 25. WARRANTY OBLIGATIONS
Warranty obligations are included within "Other current liabilities" in our consolidated statements of financial
position as of December 31, 2024 and 2023. A reconciliation of warranty obligations for the years ended
December 31, 2024 and 2023 as follows:
Year Ended December 31,
(In millions)
2024
2023
Balance at beginning of period
$
45.0
$
74.2
Warranty expenses
21.2
16.5
Adjustment to existing accruals
(5.0)
(40.5)
Claims paid
(8.8)
(5.2)
Balance at end of period
$
52.4
$
45.0
NOTE 26. COMMITMENTS AND CONTINGENT LIABILITIES
Contingent liabilities associated with legal and tax matters - We are involved in various pending or potential
legal and tax actions or disputes in the ordinary course of our business. These actions and disputes can involve
our agents, suppliers, clients, and venture partners, and can include claims related to payment of fees, service
quality, and ownership arrangements, including certain put or call options. We are unable to predict the
ultimate outcome of these actions because of their inherent uncertainty. However, we believe that the most
probable, ultimate resolution of these matters will not have a material adverse effect on our consolidated
statements of financial position, results of operations, or cash flows.
Contingent liabilities associated with guarantees - In the ordinary course of business, we enter into standby
letters of credit, performance bonds, surety bonds, and other guarantees with financial institutions for the
benefit of our customers, vendors, and other parties. The majority of these financial instruments expire within
five years. Management does not expect any of these financial instruments to result in losses that would have
a material adverse effect on our consolidated statements of financial position, results of operations, or cash
flows.
Guarantees
made
by
our
consolidated
subsidiaries
consisted
of
the
following:
December 31,
(In millions)
2024
2023
Financial guarantees
$
134.8
$
231.9
Performance guarantees
1,868.1
1,821.7
Maximum potential undiscounted payments
$
2,002.9
$
2,053.6
Financial guarantees represent contracts that contingently require a guarantor to make payments to a
guaranteed party based on changes in an underlying agreement that is related to an asset, a liability, or an
equity security of the guaranteed party. These tend to be drawn down only if there is a failure to fulfill our
financial obligations. Financial guarantees are in the scope of IFRS 9, however the fair value is immaterial both
as of December 31, 2024 and 2023, respectively. The maximum potential liability on the contracts is disclosed
in the table above.
Performance guarantees represent contracts that contingently require a guarantor to make payments to a
guaranteed party based on another entity’s failure to perform under a non-financial obligating
agreement. Events that trigger payment are performance-related, such as failure to ship a product or provide a
service.
U.K. Annual Report and Accounts
TechnipFMC 227
NOTE 27. FINANCIAL INSTRUMENTS
27.1 Financial assets and liabilities by category
Financial assets and financial liabilities are as follows:
December 31, 2024
Analysis by Category of Financial Instruments
(In millions)
Carrying Value
At Fair Value
through Profit
or Loss
Assets/
Liabilities at
Amortized cost
Designated as
cash flow
hedges
Pension assets
$
8.4
$
8.4
$
—
$
—
Trade receivables, net
1,318.5
—
1,318.5
—
Other financial assets (Note 12 and 16)
216.7
29.5
187.2
—
Derivative financial instruments (Note 27)
523.9
22.5
—
501.4
Cash and cash equivalents (Note 13)
1,157.7
1,157.7
—
—
Total financial assets
$
3,225.2
$
1,218.1
$
1,505.7
$
501.4
Long-term debt, less current portion (Note 19)
606.9
—
606.9
—
Non-current lease liabilities (Note 4)
734.2
—
734.2
—
Short-term debt and current portion of long-term debt (Note 19)
317.2
—
317.2
—
Accounts payable, trade
1,301.8
—
1,301.8
—
Derivative financial instruments (Note 27)
639.3
35.4
—
603.9
Current lease liabilities (Note 4)
159.2
—
159.2
—
Total financial liabilities
$
3,758.6
$
35.4
$
3,119.3
$
603.9
(In millions)
December 31, 2023
Analysis by Category of Financial Instruments
Carrying Value
At Fair Value
through Profit
or Loss
Assets/
Liabilities at
Amortized cost
Designated as
cash flow
hedges
Pension assets
$
11.3
$
11.3
$
—
$
—
Trade receivables, net
1,138.1
—
1,138.1
—
Other financial assets (Note 12 and 16)
295.2
26.4
268.8
—
Derivative financial instruments (Note 27)
213.8
(0.1)
—
213.9
Cash and cash equivalents (Note 13)
951.6
951.6
—
—
Total financial assets
$
2,610.0
$
989.2
$
1,406.9
$
213.9
Legal settlement liability (Note 21)
$
171.1
$
—
$
171.1
$
—
Long-term debt, less current portion (Note 19)
965.1
—
965.1
—
Non-current lease liabilities (Note 4)
705.3
—
705.3
—
Short-term debt and current portion of long-term debt Note 19)
153.8
—
153.8
—
Accounts payable, trade
1,355.1
—
1,355.1
—
Derivative financial instruments (Note 27)
204.7
12.0
—
192.7
Current lease liabilities (Note 4)
149.0
—
149.0
—
Total financial liabilities
$
3,704.1
$
12.0
$
3,499.4
$
192.7
The following explains the judgments and estimates made in determining the fair values of the financial
instruments that are recognized and measured at fair value in the consolidated statement of financial position.
To provide an indication about the reliability of the inputs used in determining fair value, TechnipFMC has
classified its financial instruments into the three levels prescribed under the accounting standards. An
explanation of each level follows underneath the table.
U.K. Annual Report and Accounts
TechnipFMC 228
(In millions)
December 31, 2024
Level 1
Level 2
Level 3
Total
Investments:
Traded securities(a)
$
26.5
$
—
$
—
$
26.5
Money market and stable value funds
—
3.0
—
3.0
Derivative financial instruments:
Foreign exchange contracts
—
523.9
—
523.9
Total assets
$
26.5
$
526.9
$
—
$
553.4
Derivative financial instruments:
Foreign exchange contracts
$
—
$
639.3
$
—
$
639.3
Total liabilities
$
—
$
639.3
$
—
$
639.3
(In millions)
December 31, 2023
Level 1
Level 2
Level 3
Total
Investments:
Traded securities(a)
$
24.3
$
—
$
—
$
24.3
Money market and stable value funds
—
2.1
—
2.1
Derivative financial instruments:
Foreign exchange contracts
—
213.8
—
213.8
Total assets
$
24.3
$
215.9
$
—
$
240.2
Derivative financial instruments:
Foreign exchange contracts
—
204.7
—
204.7
Total liabilities
$
—
$
204.7
$
—
$
204.7
(a) Includes equity securities, fixed income, and other investments measured at fair value.
During the years ended December 31, 2024 and 2023, there were no transfers between Level 1 and Level 2
fair value measurements, and no transfers into or out of Level 3 fair value measurements.
Non-Qualified plan––The fair value measurement of our traded securities is at FVTPL and is based on quoted
prices that we have the ability to access in public markets. Our stable value fund and money market fund are
valued at the net asset value of the shares held at the end of the year, which is based on the fair value of the
underlying investments using information reported by our investment adviser at period-end.
Fair value of debt—The fair values (based on Level 2 inputs) of our debt, carried at amortized cost, are
presented in Note 19.
27.2 Derivative financial instruments
For purposes of mitigating the effect of changes in exchange rates, we hold derivative financial instruments to
hedge the risks of certain identifiable and anticipated transactions and recorded assets and liabilities in our
consolidated statements of financial position. The types of risks hedged are those relating to the variability of
future earnings and cash flows caused by movements in foreign currency exchange rates. Our policy is to hold
derivative financial instruments only for the purpose of hedging risks associated with anticipated foreign
currency purchases and sales created in the normal course of business and not for speculative purposes.
Generally, we enter into hedging relationships such that changes in the fair values or cash flows of the
transactions being hedged are expected to be offset by corresponding changes in the fair value of the
derivative financial instruments. For derivative financial instruments that qualify as a cash flow hedge, the
effective portion of the gain or loss of the derivative financial instrument, which does not include the time
value component of a forward currency rate, is reported as a component in the consolidated statement of OCI
and reclassified into the consolidated statement of income in the same period or periods during which the
hedged transaction affects earnings. For derivative financial instruments not designated as hedging
instruments, any change in the fair value of those instruments is reflected in earnings in the period such
change occurs. See Note 30 for further details.
U.K. Annual Report and Accounts
TechnipFMC 229
We hold the following types of derivative financial instruments:
Foreign exchange rate forward contracts—The purpose of these instruments is to hedge the risk of changes in
future cash flows of highly probable purchase or sale commitments denominated in foreign currencies and
recorded assets and liabilities on our consolidated statement of financial position.
We held the following material net positions as of December 31, 2024 and 2023 in local currency (LC):
Australian dollar
Notional amount (LC)
314.5
4.2
41.8
360.5
Average forward rate (LC/USD)
1.6
1.6
1.6
1.6
USD equivalent
195.0
2.6
25.9
223.5
Brazilian real
Notional amount (LC)
(981.0)
2,068.9
—
1,087.9
Average forward rate (LC/USD)
6.2
6.2
6.2
6.2
USD equivalent
(158.4)
334.1
—
175.7
British pound
Notional amount (LC)
(191.9)
88.4
14.3
(89.2)
Average forward rate (LC/USD)
0.8
0.8
0.8
0.8
USD equivalent
(240.4)
110.8
17.9
(111.7)
Canadian dollar
Notional amount (LC)
9.9
—
—
9.9
Average forward rate (LC/USD)
1.4
1.4
1.4
1.4
USD equivalent
6.9
—
—
6.9
Czech koruna
Notional amount (LC)
85.3
142.3
15.1
242.7
Average forward rate (LC/USD)
24.2
24.2
24.2
24.2
USD equivalent
3.5
5.9
0.6
10.0
Euro
Notional amount (LC)
942.9
239.5
(200.2)
982.2
Average forward rate (LC/USD)
1.0
1.0
1.0
1.0
USD equivalent
980.0
249.0
(208.1)
1,020.9
Indian rupee
Notional amount (LC)
2,458.9
—
—
2,458.9
Average forward rate (LC/USD)
85.6
85.6
85.6
85.6
USD equivalent
28.7
—
—
28.7
Indonesian rupiah
Notional amount (LC)
(628,220.0)
—
—
(628,220.0)
Average forward rate (LC/USD)
16,156.9
16,156.9
16,156.9
16,156.9
USD equivalent
(38.9)
—
—
(38.9)
Malaysian ringgit
Notional amount (LC)
393.1
—
—
393.1
Average forward rate (LC/USD)
4.5
4.5
4.5
4.5
USD equivalent
87.9
—
—
87.9
Norwegian krone
Notional amount (LC)
5,372.5
385.4
(1.4)
5,756.5
Average forward rate (LC/USD)
11.3
11.3
11.3
11.3
USD equivalent
473.8
34.0
(0.1)
507.7
Singapore dollar
Notional amount (LC)
115.8
9.9
—
125.7
Average forward rate (LC/USD)
1.4
1.4
1.4
1.4
December 31, 2024
Maturity
(In millions except for rates)
1-12 months
12-24 months
Beyond 24
months
Total
U.K. Annual Report and Accounts
TechnipFMC 230
USD equivalent
85.0
7.3
—
92.3
Swedish krona
Notional amount (LC)
24.0
12.5
—
36.5
Average forward rate (LC/USD)
11.0
11.0
11.0
11.0
USD equivalent
2.2
1.1
—
3.3
Polish zloty
Notional amount (LC)
63.5
—
—
63.5
Average forward rate (LC/USD)
4.1
4.1
4.1
4.1
USD equivalent
15.4
—
—
15.4
U.S. dollar
(1,513.3)
(772.7)
168.5
(2,117.5)
December 31, 2024
Maturity
(In millions except for rates)
1-12 months
12-24 months
Beyond 24
months
Total
Australian dollar
Notional amount (LC)
298.5
8.4
—
306.9
Average forward rate (LC/USD)
1.5
1.5
1.5
1.5
USD equivalent
202.7
5.7
—
208.4
Brazilian real
Notional amount (LC)
1,895.6
(119.1)
—
1,776.5
Average forward rate (LC/USD)
4.8
4.8
4.8
4.8
USD equivalent
391.6
(24.6)
—
367.0
British pound
Notional amount (LC)
(394.8)
122.0
107.7
(165.1)
Average forward rate (LC/USD)
0.8
0.8
0.8
0.8
USD equivalent
(502.2)
155.2
137.0
(210.0)
Canadian dollar
Notional amount (LC)
0.6
0.2
—
0.8
Average forward rate (LC/USD)
1.3
1.3
1.3
1.3
USD equivalent
0.4
0.2
—
0.6
Czech koruna
Notional amount (LC)
309.9
120.8
—
430.7
Average forward rate (LC/USD)
22.4
22.4
22.4
22.4
USD equivalent
13.9
5.4
—
19.3
Euro
Notional amount (LC)
1,092.3
203.2
37.3
1,332.8
Average forward rate (LC/USD)
0.9
0.9
0.9
0.9
USD equivalent
1,207.2
224.6
41.2
1,473.0
Indian rupee
Notional amount (LC)
1,402.0
—
—
1,402.0
Average forward rate (LC/USD)
83.1
83.1
83.1
83.1
USD equivalent
16.9
—
—
16.9
Indonesian rupiah
Notional amount (LC)
66,755.3
—
—
66,755.3
Average forward rate (LC/USD)
15,439.0
15,439.0
15,439.0
15,439.0
USD equivalent
4.3
—
—
4.3
Malaysian ringgit
Notional amount (LC)
189.0
(1.8)
—
187.2
December 31, 2023
Maturity
(In millions except for rates)
1-12 months
12-24 months
Beyond 24
months
Total
U.K. Annual Report and Accounts
TechnipFMC 231
Average forward rate (LC/USD)
4.6
4.6
4.6
4.6
USD equivalent
41.1
(0.4)
—
40.7
Mexican peso
Notional amount (LC)
28.5
—
—
28.5
Average forward rate (LC/USD)
17.0
17.0
17.0
17.0
USD equivalent
1.7
—
—
1.7
Norwegian krone
Notional amount (LC)
3,440.6
2,221.0
(231.3)
5,430.3
Average forward rate (LC/USD)
10.2
10.2
10.2
10.2
USD equivalent
338.5
218.5
(22.8)
534.2
Singapore dollar
Notional amount (LC)
145.0
3.5
—
148.5
Average forward rate (LC/USD)
1.3
1.3
1.3
1.3
USD equivalent
109.8
2.7
—
112.5
Swedish krona
Notional amount (LC)
76.0
23.9
—
99.9
Average forward rate (LC/USD)
10.0
10.0
10.0
10.0
USD equivalent
7.6
2.4
—
10.0
New Israeli shekel
Notional amount (LC)
(7.0)
—
—
(7.0)
Average forward rate (LC/USD)
3.6
3.6
3.6
3.6
USD equivalent
(1.9)
—
—
(1.9)
Kuwaiti dinar
Notional amount (LC)
—
(0.5)
—
(0.5)
Average forward rate (LC/USD)
0.3
0.3
0.3
0.3
USD equivalent
—
(1.7)
—
(1.7)
Polish zloty
Notional amount (LC)
24.4
—
—
24.4
Average forward rate (LC/USD)
3.9
3.9
3.9
3.9
USD equivalent
6.2
—
—
6.2
U.S. dollar
(1,839.9)
(588.9)
(160.1)
(2,588.9)
December 31, 2023
Maturity
(In millions except for rates)
1-12 months
12-24 months
Beyond 24
months
Total
Foreign exchange rate instruments embedded in purchase and sale contracts—In general, embedded derivative
instruments are separated from the host contract if the economic characteristics and risks of the embedded
derivative instrument are not clearly and closely related to those of the host contract and the host contract is
not marked-to-market at fair value. The purpose of these financial instruments is to match offsetting currency
payments and receipts for particular projects or comply with government restrictions on the currency used to
purchase goods in certain countries.
U.K. Annual Report and Accounts
TechnipFMC 232
As of December 31, 2024 and 2023 our portfolio of these instruments included the following material net
positions:
December 31, 2024
(In millions except rates)
1-12 months
12-24 months
Beyond 24
months
Total
Brazilian real
Notional amount (LC)
4.9
29.1
—
34.0
Average forward rate (LC/USD)
6.2
6.2
6.2
—
USD equivalent
0.8
4.7
—
5.5
Euro
Notional amount (LC)
(12.6)
(1.2)
(0.7)
(14.5)
Average forward rate (LC/USD)
1.0
1.0
1.0
—
USD equivalent
(13.1)
(1.2)
(0.8)
(15.1)
Norwegian krone
Notional amount (LC)
—
—
1.7
1.7
Average forward rate (LC/USD)
11.3
11.3
11.3
—
USD equivalent
—
—
0.1
0.1
U.S. dollar (total)
13.2
(3.1)
0.7
10.8
December 31, 2023
(In millions except rates)
1-12 months
12-24 months
Beyond 24
months
Total
Brazilian real
Notional amount (LC)
14.9
—
—
14.9
Average forward rate (LC/USD)
4.8
4.8
4.8
—
USD equivalent
3.1
—
—
3.1
Euro
Notional amount (LC)
(11.6)
(0.4)
—
(12.0)
Average forward rate (LC/USD)
0.9
0.9
0.9
—
USD equivalent
(12.8)
(0.5)
—
(13.3)
Norwegian krone
Notional amount (LC)
3.3
4.2
—
7.5
Average forward rate (LC/USD)
10.2
10.2
10.2
—
USD equivalent
0.3
0.4
—
0.7
U.S. dollar (total)
9.6
0.1
—
9.7
Fair value amounts for all outstanding derivative instruments have been determined using available market
information and commonly accepted valuation methodologies. Accordingly, the estimates presented may not be
indicative of the amounts that we would realize in a current market exchange and may not be indicative of the
gains or losses we may ultimately incur when these contracts are settled.
U.K. Annual Report and Accounts
TechnipFMC 233
The following table presents the location and fair value amounts of derivative instruments reported in the
consolidated statements of financial position:
December 31, 2024
December 31, 2023
(In millions)
Assets
Liabilities
Assets
Liabilities
Derivatives designated as hedging instruments
Foreign exchange contracts
Current - Derivative financial instruments
$
324.6
$
361.6
$
183.5
$
167.9
Long-term - Derivative financial instruments
176.8
242.3
30.4
24.8
Total derivatives designated as hedging instruments
501.4
603.9
213.9
192.7
Derivatives not designated as hedging instruments
Foreign exchange contracts
Current - Derivative financial instruments
22.5
35.2
(0.1)
12.0
Long-term - Derivative financial instruments
—
0.2
—
—
Total derivatives not designated as hedging instruments
22.5
35.4
(0.1)
12.0
Total derivatives
$
523.9
$
639.3
$
213.8
$
204.7
Cash flow hedges
Foreign exchange forward contracts listed above are designated as hedging instruments in cash flow hedges of
forecast sales and forecast purchases in different local currencies. These forecast transactions are highly
probable. The foreign exchange forward contract balances vary with the level of expected foreign currency
sales and purchases and changes in foreign exchange forward rates.
There is an economic relationship between the hedged items and the hedging instruments as the terms of the
foreign exchange forward contracts match the terms of the expected highly probable forecast transactions (i.e.,
notional amount and expected payment date). We have established a hedge ratio of 1:1 for the hedging
relationships as the underlying risk of the foreign exchange forward contracts are identical to the hedged risk
components. To test the hedge effectiveness, the Company uses the hypothetical derivative method and
compares the changes in the fair value of the hedging instruments against the changes in fair value of the
hedged items attributable to the hedged risks.
Hedge ineffectiveness can arise from:
•
differences in the timing of the cash flows of the hedged items and the hedging instruments
•
different indexes (and accordingly different curves) linked to the hedged risk of the hedged items and
hedging instruments
•
changes to the forecasted amount of cash flows of hedged items and hedging instruments.
We recognized a gain (loss) of $(2.9) million and $(2.0) million for 2024 and 2023, respectively, due to
discontinuance of hedge accounting as it was probable that the original forecasted transaction would not occur.
Cash flow hedges of forecasted transactions, net of tax, resulted in accumulated other comprehensive gain
(loss) of $(133.0) million and $4.1 million as of 2024 and 2023, respectively. We expect to transfer
approximately $27.5 million earnings from the consolidated statements of other comprehensive income to the
consolidated statements of income during the next 12 months when the anticipated transactions actually occur.
All anticipated transactions currently being hedged are expected to occur by the second half of 2028.
U.K. Annual Report and Accounts
TechnipFMC 234
The following represents the effect of cash flow hedge accounting in the consolidated statements of income for
the years ended December 31, 2024 and 2023:
(In millions)
Year Ended December 31, 2024
Year Ended December 31, 2023
Total amount of income (expense) presented in the
consolidated statements of income associated with
hedges and derivatives
Revenue
Cost of
sales
Other income
(expense), net
Revenue
Cost of
sales
Other income
(expense), net
Amounts reclassified from accumulated OCI to
income (loss)
$
(22.6) $
27.6
$
(8.7) $
(12.6) $
25.6
$
(5.5)
Ineffective amounts
—
—
(2.9)
—
—
(2.0)
Total cash flow hedge (loss) gain recognized in
income
(22.6)
27.6
(11.6)
(12.6)
25.6
(7.5)
(Loss) gain recognized in income on derivatives
not designated as hedging instruments
(2.1)
1.5
(9.2)
(0.1)
(1.0)
(24.3)
Total(a)
$
(24.7) $
29.1
$
(20.8) $
(12.7) $
24.6
$
(31.8)
(a) The total effect of cash flow hedge accounting on selling, general and administrative expense is not material for each of the years ended
December 31, 2024 and 2023.
Impact of hedging on equity
A reconciliation of cash flow hedge reserves in OCI attributable to TechnipFMC plc are as follows:
Cash flow hedge reserve
Year Ended December 31,
(In millions)
2024
2023
Balance at beginning of period
$
4.1
$
(33.9)
Effective portion of changes in fair value
(132.8)
33.9
Amount reclassified to statement of income
(3.7)
7.1
Tax effect
(0.6)
(3.0)
Balance at end of period
$
(133.0) $
4.1
27.3 Offsetting financial assets and financial liabilities
We execute derivative contracts with counterparties that consent to a master netting agreement, which permits
net settlement of the gross derivative assets against gross derivative liabilities. Each instrument is accounted
for individually and assets and liabilities are not offset. As of December 31, 2024 and 2023 we had no
collateralized derivative contracts.
The following tables present both gross information and net information of recognized derivative instruments:
December 31, 2024
December 31, 2023
(In millions)
Gross
Amount
Recognized
Gross
Amounts Not
Offset
Permitted
Under Master
Netting
Agreements
Net Amount
Gross
Amount
Recognized
Gross
Amounts Not
Offset
Permitted
Under Master
Netting
Agreements
Net Amount
Derivative assets
$
523.9
$
(284.6) $
239.3
$
213.8
$
(103.4) $
110.4
Derivative liabilities
$
639.3
$
(284.6) $
354.7
$
204.7
$
(103.4) $
101.3
NOTE 28. PAYROLL STAFF
As of December 31, 2024, TechnipFMC had approximately 21,000 full-time employees.
U.K. Annual Report and Accounts
TechnipFMC 235
The average monthly number of employees (including executive directors) employed by TechnipFMC during the
years ended December 31, 2024 and 2023 are as follows:
By function:
2024
2023
Production / Services
15,759
15,440
Selling and distribution
1,992
1,927
General and administrative
4,178
4,105
Total
21,929
21,472
NOTE 29. RELATED PARTIES DISCLOSURES
29.1 Transactions with related parties and equity affiliates
Receivables, payables, revenues, and expenses which are included in our consolidated financial statements for
all transactions with related parties, defined as entities related to our directors, officers, and main shareholders
as well as the partners of our consolidated joint ventures, were as follows:
Loan receivables as of December 31, 2024 and 2023 include $85.0 million due from Dofcon for which interest
income of $7.1 million and $3.4 million, respectively has been recorded for the years ended December 31,
2024 and 2023. Interest receivables as of December 31, 2024 and 2023 is $10.5 million and $3.4 million.
Expenses consisted of amounts to following related parties:
Year Ended December 31,
(In millions)
2024
2023
Dofcon
$
20.1
$
25.3
Others
27.1
27.5
Total expenses
$
47.2
$
52.8
Receivables, payables and revenues, which are included in our consolidated financial statements for all
transactions with related parties, were not material for the years ended December 31, 2024 and 2023.
29.2 Directors' compensation
The below table sets forth the single figure of remuneration for the years ended December 31, 2024 and 2023
for each of TechnipFMC’s executive directors; the Chief Executive Officer and the Executive Chair. In May 2019,
our Chief Executive Officer assumed the role of Executive Chair when the former Executive Chair retired.
Chief Executive Officer
(In millions)
2024
2023
Salary
$
1.3
$
1.3
Taxable benefits
0.1
0.1
Annual incentive
5.9
6.1
Long-term incentive awards
49.6
43.0
Pension-related benefits
0.2
0.3
Total remuneration
$
57.1
$
50.8
Total remuneration for non-executive directors was $2.5 million and $2.5 million for the years ended
December 31, 2024 and 2023, respectively.
NOTE 30. MARKET RELATED EXPOSURE
30.1 Liquidity risk
Most of our cash is managed centrally and flows through bank accounts controlled and maintained by
TechnipFMC globally in various jurisdictions to best meet the liquidity needs of our global operations.
U.K. Annual Report and Accounts
TechnipFMC 236
Net debt
The following table provides a reconciliation of our cash and cash equivalents to net debt, utilizing details of
classifications from our consolidated statements of financial position:
December 31,
(In millions)
2024
2023
Cash and cash equivalents
$
1,157.7
$
951.6
Less: Short-term debt and current portion of long-term debt
317.2
153.8
Less: Long-term debt, less current portion
606.9
965.1
Less: Lease liabilities
893.4
854.3
Net debt
$
(659.8) $
(1,021.6)
Reconciliation of liabilities from financing activities is as follows:
Non-cash changes
As of
December
31, 2023
Exchange
As of
December
31, 2024
Cash
rate
Bond
Other
(In millions)
flows
effects
amortization
changes (a)
Long-term debt, less current portion
$
965.1
$
—
$
(38.0) $
1.6
$
(321.8) $
606.9
Short-term debt and current portion of long-term
debt
153.8
(121.3)
(21.3)
0.4
305.6
317.2
Liabilities from leases
854.3
(161.8)
15.2
—
185.7
893.4
Liabilities from financing activities
$
1,973.2
$
(283.1) $
(44.1) $
2.0
$
169.5
$
1,817.5
(a) Other changes relate to reclassification from non-current to current debt. Liabilities from leases relate to the addition of new leases.
Non-cash changes
As of
December
31, 2022
Exchange
As of
December
31, 2023
Cash
rate
Bond
Other
(In millions)
flows
effects
amortization
changes (a)
Long-term debt, less current portion
$
999.3
$
—
$
36.0
$
2.2
$
(72.4) $
965.1
Short-term debt and current portion of long-term
debt
418.8
(341.6)
3.9
—
72.7
153.8
Liabilities from leases
872.5
(141.0)
(6.1)
—
128.9
854.3
Liabilities from financing activities
$
2,290.6
$
(482.6) $
33.8
$
2.2
$
129.2
$
1,973.2
(a) Other changes relate to reclassification from non-current to current debt. Liabilities from leases relate to the addition of new leases.
Cash flows
Operating cash flows - Operating activities provided $1,032.8 million of cash during the year ended
December 31, 2024, as compared to $742.9 million in 2023, in operating cash flows. The increase of $289.9
million in cash provided by operating activities 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 required $51.5 million of cash in investing activities during the year ended
December 31, 2024, as compared to $72.0 million cash required in investing cash flows during 2023. The
decrease of $20.5 million in cash required by investing activities 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 $62.8 million as compared to the same
period in 2023.
Financing cash flows - Financing activities required $744.0 million and $760.1 million during the years ended
2024 and 2023, respectively. The decrease of $16.1 million in cash required for financing activities is due to a
decrease in net debt repayments of $220.3 million and an increase in proceeds from the exercise of stock
options of $31.1 million. 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.
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TechnipFMC 237
Debt and liquidity
We are committed to maintaining a capital structure that provides sufficient cash resources to support future
operating and investment plans. We maintain a level of liquidity sufficient to allow us to meet our cash needs
in both the short term and long term.
Total borrowings as of December 31, 2024 and 2023 were $924.1 million and $1,118.9 million, respectively.
See Note 19 for further details.
Availability of borrowings under the Revolving Credit Facility is reduced by the outstanding letters of credit
issued against the facility. 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.
During 2023, we repaid $270.2 million of our 3.15% 2013 Private placement notes “Tranche B & C 2023
Notes”.
As of December 31, 2024, we were in compliance with all restrictive covenants under our credit facilities. See
Note 19 for further details.
Credit Ratings - Our credit ratings with Standard and Poor’s (“S&P”) are ‘BBB-’ for our long-term unsecured,
guaranteed debt (2021 Notes) and ‘BBB-’ for our 2012 and 2020 long-term unsecured debt (the 2012 and
2020 Private Placement Notes). Our credit rating with Moody’s is ‘Ba1’ for our long-term unsecured, guaranteed
debt as of December 31, 2024.
On March 7, 2024, S&P upgraded TechnipFMC to investment grade, raising its rating to ‘BBB-’ from ‘BB+’ for
both the issuer credit as well as the issue-level ratings on the Company’s senior unsecured notes. On June 27,
2024, Fitch assigned a first-time investment grade long-term issuer default rating of ’BB-' to TechnipFMC. 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.
On January 23, 2025, Moody’s upgraded TechnipFMC to ‘Baa3’ from ‘Ba1’, while maintaining a positive outlook,
for the issuer-level ratings on the Company’s senior unsecured notes due 2026.
The contractual, undiscounted repayment schedule of financial liabilities are as follows:
2030 and
beyond
(In millions)
2025
2026
2027
2028
2029
Total
Debt
$
317.2
$
253.8
$
102.4
$
25.0
$
8.5
$
217.2
$
924.1
Interest on debt
40.6
17.2
11.9
9.6
9.0
25.3
113.6
Accounts payable, trade
1,301.8
—
—
—
—
—
1,301.8
Derivative financial instruments
396.8
225.1
17.4
—
—
—
639.3
Lease liabilities
246.0
182.9
150.0
105.9
56.5
522.1
1,263.4
Total financial liabilities as of
December 31, 2024
$
2,302.4
$
679.0
$
281.7
$
140.5
$
74.0
$
764.6
$
4,242.2
2029 and
beyond
(In millions)
2024
2025
2026
2027
2028
Total
Debt
$
153.8
$
332.1
$
261.5
$
108.0
$
25.3
$
238.2
$
1,118.9
Interest on debt
61.3
42.4
18.8
12.5
10.3
37.0
182.3
Accounts payable, trade
1,355.1
—
—
—
—
—
1,355.1
Derivative financial instruments
179.9
21.0
2.7
1.1
—
—
204.7
Legal settlement liability
171.1
—
—
—
—
—
171.1
Lease liabilities
196.4
149.5
116.6
100.5
84.9
584.2
1,232.1
Total financial liabilities as of
December 31, 2023
$
2,117.6
$
545.0
$
399.6
$
222.1
$
120.5
$
859.4
$
4,264.2
U.K. Annual Report and Accounts
TechnipFMC 238
30.2 Foreign currency exchange rate risk
We conduct operations around the world in a number of different currencies. Many of our significant foreign
subsidiaries have designated the local currency as their functional currency. Our earnings are, therefore,
subject to change due to fluctuations in foreign currency exchange rates when the earnings in foreign
currencies are translated into U.S. dollars. We do not hedge this translation impact on earnings. A 10% increase
or decrease in the average exchange rates of all foreign currencies as of December 31, 2024, would have
changed our revenue and income before income taxes attributable to TechnipFMC by approximately $475.3
million and $46.4 million, respectively.
When transactions are denominated in currencies other than our subsidiaries’ respective functional currencies,
we manage these exposures through the use of derivative instruments. We use foreign currency forward
contracts to hedge the foreign currency fluctuation associated with firmly committed and forecasted foreign
currency denominated payments and receipts. The derivative instruments associated with these anticipated
transactions are usually designated and qualify as cash flow hedges, and as such the gains and losses
associated with these instruments are recorded in other comprehensive income until such time that the
underlying transactions are recognized. Unless these cash flow contracts are deemed to be ineffective or are
not designated as cash flow hedges at inception, changes in the derivative fair value will not have an
immediate impact on our results of operations since the gains and losses associated with these instruments are
recorded in other comprehensive income. When the anticipated transactions occur, these changes in value of
derivative instrument positions will be offset against changes in the value of the underlying transaction. When
an anticipated transaction in a currency other than the functional currency of an entity is recognized as an
asset or liability on the balance sheet, we also hedge the foreign currency fluctuation of these assets and
liabilities with derivative instruments after netting our exposures worldwide. These derivative instruments do
not qualify as cash flow hedges.
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 $110.6
million in the net fair value of cash flow hedges reflected in our consolidated statement of financial position as
of December 31, 2024.
Argentine operations
We apply provisions of IAS 29 to the financial statements of our subsidiaries in Argentina whose functional
currency is the currency of a hyper-inflationary economy. Non-monetary assets, liabilities, and equity items
are retranslated in terms of the measuring unit current at the statement of financial position date with the
resultant monetary gain (losses) recognized in other income and expenses. The prior year comparatives, for
both monetary and non-monetary items, are retranslated in terms of the measuring unit current at the end of
the latest reporting period. We applied the Argentina Consumer Price Index ("Argentina CPI") to retranslate the
financial statements of our subsidiaries in Argentina at the end of the reporting period and the movement in
Argentina CPI during the current and the previous reporting period. As a result of IAS 29 restatement
procedures, we recorded a monetary gain of $13.6 million and $16.2 million respectively, in Other income
(expense), net in the consolidated statements of income for the years ended December 31, 2024 and
December 31, 2023.
The Central Bank of Argentina has maintained certain currency controls that limited our ability to access U.S.
dollars in Argentina and to remit cash from our Argentine operations. Due to the Argentine peso devaluation,
we recognized a foreign exchange loss of approximately $14.2 million and $70.5 million respectively for the
years ended December 31, 2024 and December 31, 2023. We have taken various actions to address the
situation to reduce our foreign exchange exposure.
U.K. Annual Report and Accounts
TechnipFMC 239
30.3 Interest rate risk
We assess effectiveness of foreign currency forward contracts designated as cash flow hedges based on
changes in fair value attributable to changes in spot rates. We exclude the impact attributable to changes in the
difference between the spot rate and the forward rate for the assessment of hedge effectiveness and recognize
the change in fair value of this component immediately in earnings. To the extent any one interest rate
increases by 10% across all tenors and other countries’ interest rates remain fixed, and assuming no change in
discount rates, we would expect to recognize a decrease of $6.0 million in unrealized earnings from foreign
currency forward contracts designated as cash flow hedges in the period of change. 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.
Our interest-bearing loans and borrowings were split between fixed and floating rate as follows:
(In millions)
December 31,
2024
December 31,
2023
Fixed Rate
$
827.3
$
888.6
Floating Rate
96.8
230.3
Total debt
$
924.1
$
1,118.9
Sensitivity analysis as of December 31, 2024
TechnipFMC’s floating rate debt amounted to $96.8 million compared to an aggregate total debt of $924.1
million. To ensure liquidity, cash is invested on a short-term basis. Financial products are subject to
fluctuations in currency interest rates.
As of December 31, 2024, the net short-term cash position of TechnipFMC (cash and cash equivalents, less
short-term financial debts) amounted to $681.3 million.
As of December 31, 2024, a 1% (100 basis points) increase in interest rates would lower the fair value of the
fixed rate Senior notes and Private placements by $17.6 million before tax. A 1% (100 basis points) decrease
in interest rates would raise the fair value by $11.2 million before tax.
A 1% (100 basis points) increase in interest rates would generate an additional net income of $8.4 million
before tax in the net cash position. A 1% (100 basis points) decrease in interest rates would generate a loss of
the same amount.
Sensitivity analysis as of December 31, 2023
TechnipFMC’s floating rate debt amounted to $230.3 million compared to an aggregate total debt of
$1,118.9 million. To ensure liquidity, cash is invested on a short-term basis. Financial products are subject to
fluctuations in currency interest rates.
As of December 31, 2023, the net short-term cash position of TechnipFMC (cash and cash equivalents, less
short-term financial debts) amounted to $648.8 million.
As of December 31, 2023, a 1% (100 basis points) increase in interest rates would lower the fair value of the
fixed rate synthetic bonds, convertible bonds and Private placements by $18.7 million before tax. A 1% (100
basis points) decrease in interest rates would raise the fair value by $14.6 million before tax.
A 1% (100 basis points) increase in interest rates would generate an additional net income of $8.0 million
before tax in the net cash position. A 1% (100 basis points) decrease in interest rates would generate a loss of
the same amount.
30.4 Credit risk
By their nature, financial instruments involve risk, including credit risk, for non-performance by counterparties.
Financial instruments that potentially subject us to credit risk primarily consist of trade receivables, contract
assets, contractual cash flows from our debt instruments (primarily loans), cash equivalents, and deposits with
banks, as well as derivative contracts. We manage the credit risk on financial instruments by transacting only
with what management believes are financially secure counterparties, requiring credit approvals and credit
U.K. Annual Report and Accounts
TechnipFMC 240
limits, and monitoring counterparties’ financial condition. Our maximum exposure to credit loss in the event of
non-performance by the counterparty is limited to the amount drawn and outstanding on the financial
instrument. We mitigate credit risk on derivative contracts by executing contracts only with counterparties that
consent to a master netting agreement, which permits the net settlement of gross derivative assets against
gross derivative liabilities.
TechnipFMC utilizes a “pooled” approach to estimate expected credit losses for financial assets with similar risk
characteristics based on internal or external expected loss assumptions from groups of similar assets. The
common risk characteristics that are used to pool similar risk assets include collateral type, credit rating/scores,
industry, geographical location, and duration of financial assets.
We apply the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables and contract assets. The contract assets relate to unbilled work in
progress and have substantially the same risk characteristics as the trade receivables for the same types of
contracts. TechnipFMC has therefore concluded that the expected loss rates for trade receivables are a
reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on historical losses experienced over a period of 12 months before
December 31, 2024 or December 31, 2023, respectively. These historical loss trends, where applicable, are
adjusted for current conditions and expectations about the future. When considering the impact of climate
change, rising rates, and inflation, we have not identified factors that would indicate that our historical
approach to expected credit loss needs to be revised or that additional disclosure is required.
Credit risk exposure on our trade receivables and contract assets using a provision matrix are set out as
follows:
December 31, 2024
Days past due
Total Trade
Receivables
Contract
Assets
(In millions)
Current
Less than 3
months
3 to 12
months
Over 1 year
Carrying value, net
$
888.3
$
283.0
$
102.9
$
44.3
$
1,318.5
$
970.8
December 31, 2023
Days past due
Total Trade
Receivables
Contract
Assets
(In millions)
Current
Less than 3
months
3 to 12
months
Over 1 year
Carrying value, net
$
731.3
$
84.0
$
135.4
$
187.4
$
1,138.1
$
1,036.0
For the purposes of mitigating the effect of the changes in exchange rates, we hold derivative financial
instruments. Valuations of derivative assets and liabilities reflect the fair value of the instruments, including
the values associated with counterparty risk. These values must also take into account our credit standing, thus
including the valuation of the derivative instrument and the value of the net credit differential between the
counterparties to the derivative contract. Adjustments to our derivative assets and liabilities related to credit
risk were not material for any period presented.
The income approach was used as the valuation technique to measure the fair value of foreign currency
derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow
by measuring the change from the derivative contract rate and the published market indicative currency rate,
multiplied by the contract notional values. Credit risk is then incorporated by reducing the derivative’s fair
value in asset positions by the result of multiplying the present value of the portfolio by the counterparty’s
published credit spread. Portfolios in a liability position are adjusted by the same calculation; however, a
spread representing our credit spread is used.
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.
At this time, we have no credit-risk-related contingent features in our agreements with the financial institutions
that would require us to post collateral for derivative positions in a liability position.
U.K. Annual Report and Accounts
TechnipFMC 241
NOTE 31. SUPPLIER FINANCE PROGRAM OBLIGATIONS
We facilitate a supply chain finance program (“SCF”) that is administered by a third-party financial institution,
which allows qualifying suppliers to sell their receivables from the Company to the SCF bank. These
participating suppliers negotiate their outstanding receivable(s) directly with the SCF bank. We are not a party
to those agreements and the terms of our payment obligations are not impacted by a supplier’s participation in
the SCF. We agree to pay the SCF bank based on the original invoice amounts and maturity dates as consistent
with our accounts payables.
All outstanding amounts related to suppliers participating in the SCF are recorded within accounts payable,
trade in our consolidated statements of financial position, and the associated payments are included in
operating activities within our consolidated statements of cash flows.
As of December 31, 2024 the amounts due to suppliers participating in the SCF were as follows:
(In millions)
Year Ended December 31, 2024
Outstanding balance for the beginning of year
$
132.9
New invoices released within the year
769.8
Invoices paid within the year
(768.2)
Net foreign exchange difference
(13.3)
Outstanding balance at the end of the year
$
121.2
Of which the supplier has received payment from the finance provider
$
51.1
The carrying amounts of liabilities under the SCF are considered to be reasonable approximations of their fair
values, due to their short-term nature.
NOTE 32. AUDITORS’ REMUNERATION
Fees payable to TechnipFMC’s auditors and their associates are as follows:
Year ended December 31,
(In millions)
2024
2023
Fees payable to TechnipFMC plc’s auditors for the audit of its annual financial statements including
404B internal control
$
11.1
$
10.4
Fees payable to TechnipFMC plc’s auditors and their associates for the audit of its subsidiaries
3.8
3.0
Total fees payable for audit services
$
14.9
$
13.4
Audit related services
$
0.4
$
—
Legal and tax related services
0.0
0.1
Other services
0.0
—
Total fees payable for other services
$
0.4
$
0.1
U.K. Annual Report and Accounts
TechnipFMC 242
NOTE 33. SUBSIDIARIES, JOINT VENTURE UNDERTAKINGS, AND EQUITY AFFILIATES
All subsidiaries are consolidated in the financial statements. Ownership interests noted in the table below
reflect holdings of ordinary shares. All consolidated companies close their accounts as of December 31.
TechnipFMC’s subsidiaries, joint venture undertakings, and equity affiliates as of December 31, 2024 are listed
below:
33.1 Directly owned subsidiaries
Company Name
Address
Share Class
Group
interest
held in %
FRANCE
Technip Offshore International SAS
1BIS Place de la Défense Tour Trinity 92400 Courbevoie
Ordinary shares 100
UNITED KINGDOM
TechnipFMC Finance Limited
Hadrian House, Wincomblee Road,
Newcastle Upon Tyne, NE6 3PL
Ordinary shares 100
TechnipFMC Group Holdings Limited
Hadrian House, Wincomblee Road,
Newcastle Upon Tyne, NE6 3PL
Ordinary shares 100
VENEZUELA
Technip Bolivar, C.A.
523 Zona Industrial Matanzas, Planta De Bauxilum
Puerto Ordaz Ciudad Bolivar
Ordinary shares 99.88
33.2 Indirectly owned subsidiaries
ALGERIA
FMC Technologies Algeria SARL
09 Rue Naama Sebti ex Paul Langevin, El Mouradia, 16 035
Alger, Algérie
Ordinary shares 99.3
ANGOLA
Angoflex Industrial Limitada
Rua 1 de Dezembro nº 15, Província de Benguela Lobito
Ordinary
Shares
70
Technip Angola-Engenharia, Limitada
Rua Rei Katyavala, N.°43-45,
Edificio Avenca Plaza, 5°. Andar, 5364 Luanda
Ordinary
Shares
60
TechnipFMC Angola, Limitada
Rua Major Marcelino Dias, Edifício ICON 2014, 8º andar
Luanda – Angol
Ordinary
Shares
100
ARGENTINA
FMC Technologies Argentina S.R.L.
c/o Allende & Brea
Maipú 1300, 10th Floor
Buenos Aires C1006ACT
Equity interest
100
AUSTRALIA
TechnipFMC Services Australia Ltd.
*(e)
66 Sparks Road - Henderson WA 6166
Ordinary shares 100
TechnipFMC Australia Pty Ltd
*(e)
Ground Floor, 1 William Street, Perth, Western Australia 6000,
Australia
Ordinary shares 100
BAHAMAS
AMC Angola Offshore Ltd
c/o Trident Corporate Services Limited
Provident House
East Hill Street, Nassau
Ordinary shares 100
BRAZIL
FMC Technologies do Brasil Ltda
Rodovia Presidente Dutra, n° 2660, Pavuna,cidade e Estado do
Rio de Janeiro 21535-900, Brazil
Equity interest
100
GLBL Brasil Oleodutos E Serviços Ltda.
Rua Dom Marcos Barbosa, no 2, Sala 602 (parte), Cidade
Nova, Rio de Janerio, 20211-178
Equity interest
100
Technip Brasil - Engenharia, Instalações
e Apoio Marítimo Ltda.
Avenida Marquês de Sapucaí nº 200, 16º e 17º andares, Rio de
Janeiro/RJ, CEP 20.210-912.
Equity interest
100
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 243
Cybernetix Produtos e Serviços do
Brasil Ltda
Rua Paulo Emílio Barbosa, nº 2 sala 402 20211-178,
Cidade Nova Rio de Janeiro
Dissolved
February 16,
2024
Braswims Equipamentos Submarinos
LTDA
AVENIDA HENRIQUE VALADARES, 23, ROOM 501 PART, RIO
DE JANEIRO
Equity interest
100
CAMEROON
FMC Technologies Cameroon SARL
Zone Portuaire/Place de l’Udeac,
P.B. 12804, Bonanjo, Douala
Equity interest
65
CANADA
TechnipFMC Canada Limited
c/o McInnes Cooper
5th Floor, 10 Fort William Place
P.O. Box 5939, St John's, NL A1C 5X4
Newfoundland and Labrador
Ordinary shares 100
CHINA
FMC Technologies (Shanghai) Co., Ltd
Room 1603-1, Building A, Vanke Center,No. 55,
Dingan,Shanghai, China 200020, China
Equity interest
100
FMC Technologies (Shenzhen) Co., Ltd.
Room H, 12/F, Times Plaza, 1 Taizi Road,
Shekou, Nanshan District, 518607 Shenzhen
Equity interest
100
EGYPT
FMC Technologies Egypt LLC
2nd floor, building No. 80 located at Road 250 Maadi El
Sarayat, Maadi
Ordinary shares 100
EQUATORIAL GUINEA
TechnipFMC Equatorial Guinea SARL
Carretera de Aeropuerto, KM 5, APDO 925, Malabo
Ordinary shares 65
FRANCE
Angoflex SAS
1BIS Place de la Défense Tour Trinity 92400 Courbevoie
Ordinary shares 100
Flexi France SAS
Rue Jean Huré
76580 Le Trait
Ordinary shares 100
FMC Technologies Overseas, SAS
Bâtiment C, Rue Nelson Mandela, Zone ECOParc, 89100 Sens
Ordinary shares 100
FMC Technologies SAS
Bâtiment C, Rue Nelson Mandela, Zone ECOParc, 89100 Sens
Ordinary shares 100
Compagnie Française De Réalisations
Industrielles, Cofri SAS
1BIS Place de la Défense Tour Trinity 92400 Courbevoie
Ordinary shares 100
Seal Engineering SAS
*(b)
19, Avenue Feuchères 30000 Nîmes
Merger Seal
Engineering
with
TechnipFMC
Subsea France
in November
29, 2024
TechnipFMC Subsea France SAS
1BIS Place de la Défense Tour Trinity 92400 Courbevoie
Ordinary shares 100
GABON
FMC Gabon S.A.R.L.
Boite Postale (B.P) 277 Port Gentil
Equity interest
99
GERMANY
F.A. Sening GmbH
Regentstraße 1
25474 Ellerbek
Divested in
March 2024
Smith Meter GmbH
Regentstraße 1
25474 Ellerbek
Transferred out
of Group
following the
closing of
Project Titan in
March 2024
GHANA
FMC Technologies (Ghana) Limited
Commercial Port Gate 2 Takoradi
P.O. Box CT 42, Cantonments, Accra
Ordinary shares 100
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 244
GNPC-TechnipFMC Engineering
Services Limited
6th Floor, One Airport Square, Airport City, Accra PMB CT 305
Cantonments, Accr
Ordinary shares 70
TechnipFMC Ghana Limited
*(e)
6th Floor, One Airport Square,
00233, Accra
Ordinary shares 49
GUYANA
TechnipFMC Guyana INC.
c/o Cameron & Shepherd
2 Avenue of the Republic,
Georgetown
Ordinary shares 100
HONG KONG
FMC Technologies Energy (Hong Kong)
Limited
Suite 1106-8, 11/F.,
Tai Yau Building, No. 181 Johnston Road,
Wanchai, Hong Kong
Ordinary shares 100
FMC Technologies Energy Holdings
(Shanghai) Ltd.
Suite 1106-8, 11/F.,
Tai Yau Building, No. 181 Johnston Road,
Wanchai, Hong Kong
Ordinary shares 100
INDIA
FMC Technologies India Private Limited
Level 17, Tower – 1, H-10 Campus,
Phoenix Ventures Private Limited,
Sy. No. 35(P) and 36, Serilingampally Mandal,
Gachibowli Village, Hyderabad,
Ranga Reddy, Telangana 500081
Ordinary shares 100
INDONESIA
PT FMC Santana Petroleum Equipment
Indonesia
Jalan Cakung Cilincing Raya KM 2.5
Semper, Jakarta 14130
Ordinary shares 80.39
PT FMC Technologies Subsea Indonesia
Metropolitan Tower Lantai 15 Unit B, JL RA Kartini TB
Simatupang Kav 14 RT/RW 010/04, Cilandak Barat, Cilandak,
Jakarta Selatan 12430
Ordinary shares 70
PT Technip Indonesia
Metropolitan Tower, 15th Floor, JL. R. A.
Kartini Kav, 14 (T.B Simatupang), Cilandak
Jakarta Selatan 12430
Ordinary shares 9
IRAQ
F.M.C Petroleum Services Ltd.
English Village Compound House 161 - Gulan Street - Erbil
31019 Iraq
Ordinary shares 100
Advanced Oil Services LLC
Al Mansour - District 609 - Alley 23, Building 70 - Office 15,
Baghdad
Equity interest
100
ISLE OF MAN
Subtec Asia Ltd
Burleigh Manor, Peel Road
Douglas IM1 5EP
Ordinary shares 100
ITALY
FMC Technologies S.r.l. a socio unico
Via Thomas Alva Edison n.110 ed. A
20099 Sesto San Giovanni (MI),
Equity interest
100
CHANNEL ISLANDS
CSO Oil & Gas Technology (West Africa)
Ltd
Osprey House, Old Street, St. Helier, Jersey, J32 3RG
Ordinary shares 100
KAZAKHSTAN
FMC Technologies Kazakhstan LLP
43/5 building, industrial area 3, birlik h.e., Kyzyktobe r.d.,
Munaily district | Aktau, Mangystau | 130006
Equity interest
100
LUXEMBOURG
FMC Technologies Global Rental Tools
S.a r.l
8-10 avenue de la Gare
1610 Luxembourg
Dissolved in
December 2024
FMC Technologies Tool Holdings S.ar.l
8-10 avenue de la Gare
1610 Luxembourg
Dissolved in
December 2024
MALAYSIA
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 245
Asiaflex Products Sdn. Bhd.
Suite 13.03, 13th Floor
207 Jalan Tun Razak
50400 Kuala Lumpur
Ordinary shares 100
Flexiasia Sdn Bhd
Suite 13.03, 13th Floor
207 Jalan Tun Razak
50400 Kuala Lumpur
Ordinary shares 29
FMC Petroleum Equipment (Malaysia)
Sdn. Bhd.
Suite 13.03, 13th Floor
207 Jalan Tun Razak
50400 Kuala Lumpur
Ordinary shares 100
FMC Technologies Global Supply Sdn.
Bhd.
*(a)
Suite 13.03, 13th Floor
207 Jalan Tun Razak
50400 Kuala Lumpur
Ordinary shares 100
FMC Wellhead Equipment Sdn. Bhd.
Suite 13.03, 13th Floor
207 Jalan Tun Razak
50400 Kuala Lumpur
Ordinary shares 49
Technip Marine (M) Sdn Bhd
Suite 13.03, 13th Floor
207 Jalan Tun Razak
50400 Kuala Lumpur
Ordinary shares 100
MAURITIUS
Coflexip Stena Offshore (Mauritius) Ltd.
IQ EQ Corporate Services (Mauritius) Ltd, (Formerly SGG
Corporate Services (Mauritius)
Ordinary shares 100
GIL Mauritius Holdings Ltd
IQ EQ Corporate Services (Mauritius) Ltd, (Formerly SGG
Corporate Services (Mauritius)
Ordinary shares 100
Global Construction Mauritius Services
Ltd (In Liquidation)
IQ EQ Corporate Services (Mauritius) Ltd, (Formerly SGG
Corporate Services (Mauritius)
Ordinary shares 100
MEXICO
FMC Technologies de México S.A. de R.L
de C.V.
FMC Technologies de Mexico, S.A. de C.V.
Laurel Lote 41, Manzana 19, Col. Bruno Pagliai
Veracruz, Veracruz
C.P. 91697
Ordinary shares 100
FMC Technologies Servicios
Corporativos, S. de R.L de C.V.
FMC Technologies de Mexico, S.A. de C.V.
Laurel Lote 41, Manzana 19, Col. Bruno Pagliai
Veracruz, Veracruz
C.P. 91697
Ordinary shares 100
Global Industries Mexico Holdings S. de
R.L. de C.V.
Vasco de Quiroga 3000
Edificio Calakmul piso 6
Colonia Santa Fe CP 01210
México, D.F. México
Ordinary shares 100
Global Industries Services, S. de R.L. de
C.V.
Vasco de Quiroga 3000, Edificio Calakmul piso 6
Colonia Santa Fe CP 01210
Class A, B and
N
100
Global Offshore Mexico, S. de R.L. de
C.V.
Vasco de Quiroga 3000, Edificio Calakmul piso 6
Colonia Santa Fe CP 01210
Ordinary shares 100
Global Vessels Mexico, S. de R.L. de
C.V.
Vasco de Quiroga 3000, Edificio Calakmul piso 6
Colonia Santa Fe CP 01210
Ordinary shares 100
MOZAMBIQUE
Technip Mozambique Lda
Edifico Topazio, Av, Vladimir Lenine, 8th Floor,Mozambique,
Mozambique
Ordinary shares 100
MYANMAR
Technip Myanmar Co. Ltd
*(a)
No. 18 G/F, Ground Floor
Tha Pyay Nyo Street, Shin Saw Pu Quarter
Sanchaung Township
11201
Ordinary shares 100
NAMIBIA
TechnipFMC Technologies (Proprietary)
Limited
*(d)
Unit 3, 2nd Floor, Ausspann Plaza
Ausspannplatz, Windhoek
Namibia
Ordinary shares 100
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 246
NETHERLANDS
FMC Separation Systems B.V.
Delta 101, Arnhem, 6825MN, Amsterdam
Ordinary shares 100
Technip Holding Benelux B.V.
Zuidplein 126, WTC, Tower One, 15e, Amsterdam 1077XV,
Netherlands
Ordinary shares 100
FMC Technologies B.V.
Zuidplein 126, WTC, Tower One, 15e Fl.
Amsterdam 1077XV
Ordinary shares 100
FMC Technologies Brazil Finance B.V.
Zuidplein 126, WTC, Tower One, 15e Fl.
Amsterdam 1077XV
Ordinary shares 100
FMC Technologies Global B.V.
Zuidplein 126, WTC, Tower One, 15e Fl.
Amsterdam 1077XV
Ordinary shares 100
FMC Technologies International Services
B.V.
Zuidplein 126, WTC, Tower One, 15e Fl.
Amsterdam 1077XV
Ordinary shares 100
FMC Technologies Surface Wellhead B.V. Zuidplein 126, WTC, Tower One, 15e Fl.
Amsterdam 1077XV
Ordinary shares 100
TSLP B.V.
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Merged into
TechnipFMC
PSLV BV on 17
December 2024
TechnipFMC PLSV BV
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Ordinary shares 100
TechnipFMC PLSV CV
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Dissolved on 17
December 2024
Technip Offshore Contracting B.V.
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Ordinary shares 100
Technip Offshore N.V.
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Ordinary shares 100
Technip Ships (Netherlands) B.V.
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Ordinary shares 100
TechnipFMC Cash B.V.
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Ordinary shares 100
TechnipFMC International Holdings B.V.
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Ordinary shares
Preferred
shares
99.97
99.97
TechnipFMC Pipelaying BV
*(b)
Zuidplein 126, WTC, Tower H, 15th Fl.
Amsterdam 1077XV
Merged into
TechnipFMC
PSLV BV on 17
December 2024
NIGERIA
Neptune Maritime Nigeria Ltd.
Neptune Base, Rumuolumeni
PMB 017 (Trans Amadi), Rivers State
Port Harcourt
Ordinary shares 66.91
TechnipFMC Nigeria Limited
22A Gerrard Road
Ikoyi Lagos
Ordinary shares 99
Technip Offshore (Nigeria) Ltd
22A, Gerrard Road,
Ikoyi, Lagos.
Ordinary shares 100
NORWAY
Deep Purple AS
Kirkegårdsveien 45
3616 Kongsberg
Merged with
FMC
Kongsberg
Subsea AS on
30th April 2024
TechnipFMC Norge AS
*(e)
Kirkegårdsveien 45
3616 Kongsberg
Ordinary shares 100
Technip Chartering Norge AS
Philip Pedersens vei 7
1366 Lysaker
Ordinary shares 100
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 247
Technip Norge AS
Philip Pedersens vei 7
1366 Lysaker
Ordinary shares 100
Technip-Coflexip Norge AS
Philip Pedersens vei 7
1366 Lysaker
Ordinary shares 100
TIOS AS
Lagerveien 23, 4033, Stavanger
Ordinary shares 100
TIOS Crewing AS
Lagerveien 23, 4022, Stavanger
Ordinary shares 100
Agat Technology AS
*(c)
Lagerveien 23, 4022, Stavanger
Ordinary shares 100
POLAND
FMC Technologies Sp.z.o.o.
Al. Jana Pawła II 43B Krakow 31-864 Poland
Ordinary shares 100
PORTUGAL
Angoltech, SGPS, LDA.
Centro Empresarial Torres de Lisboa, Rua Tomás da Fonseca,
Torre E, Piso 9
Ordinary shares 100
Lusotechnip Engenharia, Sociedade
Unipessoal Lda.
Centro Empresarial Torres de Lisboa, Rua Tomás da Fonseca,
Torre E, Piso 9
1600-209 Lisboa
Ordinary shares 100
RUSSIAN FEDERATION
FMC Eurasia LLC
4, Lesnoy Lane 4, Business centre "White Stone",Moscow
125047, Russian Federation
Ordinary shares 100
SAUDI ARABIA
FMC Technologies Saudi Arabia Limited
PO Box 3076
2nd Industrial City
Dammam 34326, Eastern Province
Shares
100
Global Al Rushaid Offshore Ltd
P O Box No 31685, 31952 Al Khoba
Ordinary shares 50
SINGAPORE
FMC Technologies Global Services Pte.
Ltd.
149 Gul Circle
629605 Singapore
Ordinary shares 100
FMC Technologies Singapore Pte. Ltd.
149 Gul Circle
629605 Singapore
Ordinary shares 100
Technip Singapore Pte. Ltd.
149 Gul Circle
629605 Singapore
Ordinary shares 100
SOUTH AFRICA
FMC Technologies (Pty.) Ltd.
Koper Street Brackenfell 7560, Cape Town
Ordinary shares 100
SPAIN
Global Industries Offshore Spain, S.L.
Arturo Soria 263B
28003 Madrid
Ordinary shares 100
SWITZERLAND
FMC Kongsberg International GmbH
Bahnofstrasse 10
6300 Zurich
Ordinary shares 100
FMC Technologies GmbH
Bahnofstrasse 10
6300 Zurich
Ordinary shares 100
THAILAND
Global Industries Offshore Thailand, Ltd.
18th Floor, Sathorn Thani Building 2, No. 92/52,
North Sathorn Road, Kwaeng Silom, Khet Bangrak,
Bangkok 10500
Ordinary shares 100
TUNISIA
FMC Technologies Service SARL
Rue Lac Tanganyika, Immeuble Junior, Bureaux 2-3, Les
Berges du Lac, 1053, La Marsa,Tunis
Ordinary shares 100
UNITED ARAB EMIRATES
Technip Middle East FZCO
Office LB15310, P.O. Box 17864
Jebel Ali Free Zone Dubai
Ordinary shares 100
TechnipFMC Gulf FZE
Office LB15325, Jebel Ali Free Zone Dubai
Ordinary shares 100
Technipfmc Industries-Sole
Proprietorship L.L.C.
Abu Dhabi, Mussaffah -ICAD III 98NR24, Abu Dhabi
Capital
100
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 248
UNITED KINGDOM
AABB Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Dissolved and
removed from
Companies
House Register
on 27 May 2024
Control Systems International (UK)
Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Transferred out
of Group
following the
closing of
Project Titan in
March 2024
Crosby Services International Ltd.
Enterprise Drive, Westhill, Aberdeenshire, AB32 6TQ
Dissolved and
removed from
Companies
House Register
on 4 May 2024
FMC Kongsberg Services Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
FMC/KOS West Africa Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
FMC Technologies Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
FMC Technologies Pension Plan Ltd
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Magma Global Ltd
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Spoolbase UK Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Subsea I & C Services Limited
O Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Subsea Maritime Services Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Subsea Offshore Services Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Schilling Robotics Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Technip Offshore Holdings Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Dissolved in
September
2024
Technip Offshore Manning Services Ltd
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Technip Services Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Technip Ships One Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Technip UK Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
Technip-Coflexip UK Holdings Ltd
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
TechnipFMC DSV3 Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Dissolved in
October 2024
TechnipFMC (Europe) Ltd
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
TechnipFMC Corporate Holdings Limited
Hadrian House, Wincomblee Road,
Newcastle Upon Tyne, NE6 2PL
Ordinary shares 100
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 249
TechnipFMC Finance ULC
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
TechnipFMC International Finance
Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
TechnipFMC International UK Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
TechnipFMC Umbilicals Ltd
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
TechnipFMC Island Offshore Subsea UK
Limited
Pavilion 2, Aspect 32, Arnhall Business Park,
Westhill, Aberdeenshire, Scotland, AB32 6FE
Ordinary shares 100
West Africa Subsea Services Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares 100
UNITED STATES
Control Systems International, Inc.
c/o CT Corporation Company, Inc.
3800 North Central Avenue, Suite 460
Topeka, Kansas 66603
Transferred out
of Group
following the
closing of
Project Titan in
March 2024
FMC Subsea Service, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Common stock
100
FMC Technologies Energy LLC
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Shares
100
FMC Technologies, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Common stock
100
FMC Technologies Measurement
Solutions, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Transferred out
of Group
following the
closing of
Project Titan in
March 2024
FMC Technologies Overseas Ltd.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Common stock
100
FMC Technologies Separation Systems,
Inc.
c/o CT Corporation System 1999 Bryan Street, Suite 900
Dallas, Texas 75201
Common stock
100
FMC Technologies Surface Integrated
Services, Inc.
c/o The Corporation Company
7700 E Arapahoe Road, Suite 220
Centennial, Colorado 80112-1268
Common stock
100
FMX, LLC
c/o CT Corporation System
1999 Bryan Street, Suite 900
Dallas, Texas 75201
Membership
interest
100
Schilling Robotics, LLC
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Interest
100
Subtec Middle East Limited
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Shares
100
TechnipFMC Umbilicals, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Shares
100
TechnipFMC USA, Inc
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Common stock
100
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 250
TechnipFMC US Holdings Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Common stock
100
TechnipFMC US LLC 1
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Membership
Interest
100
TechnipFMC US LLC 2
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Membership
Interest
100
The Red Adair Company, L.L.C.
c/o CT Corporation System
3867 Plaza Tower
Baton Rouge, Louisiana, 70816
Common stock
100
VENEZUELA
FMC Wellhead de Venezuela, S.A.
Av. 62 # 147-35, Zona Industrial,
Maracaibo, Zulia State, 4001
Ordinary shares 100
VIETNAM
FMC Technologies (Vietnam) Co., Ltd.
No. 29, Le Duan Street
Ben Nghe Ward, Distric 1
Ho Chi Minh City
Equity interest
100
Company Name
Address
Share Class
Group
interest
held in %
*(a) In liquidation
(b) Merged during the year 2024
(c ) Merged during the year 2025
(d) New Entity added during the year
(e) Name changed during the year
33.3 Joint ventures and associates
NORWAY
Dofcon Brasil AS
Thormohlens Gate 53 C
5006 Bergen
Ordinary shares 50
Magnora Offshore Wind AS
Karenslyst Allé 2, 9th Floor, Oslo, 0278
Ordinary shares 20
Technip-DeepOcean PRS JV DA
Killingøy
5515 Haugesund
No capital
50
FRANCE
Serimax Holdings SAS
346 rue de la Belle Etoile
95700 Roissy en France
Ordinary shares 20
Company Name
Address
Share Class
Group
interest
held in %
33.4 Associated undertakings
FINLAND
Creowave Oy
Yrttipellontie 10 H
90230 Oulu
Ordinary shares 24.9
NORWAY
Kongsberg Technology Training Centre
AS
Kirkegårdsveien 45
3616 KONGSBERG
Ordinary shares 33.31
Company Name
Address
Share Class
Group
interest
held in %
U.K. Annual Report and Accounts
TechnipFMC 251
33.5 Statutory audit exemption
TechnipFMC has agreed to provide guarantees over the liabilities of a number of its subsidiaries under Section
479C of Companies Act 2006. The following entities are therefore exempt from statutory audit requirements of
the Act by virtue of Section 479A thereof:
FMC/KOS West Africa Limited
00621727
FMC Kongsberg Services Limited
04869111
Schilling Robotics Limited
04848086
Spoolbase UK Limited
05315706
Subsea I & C Services Limited
09460007
Subsea Maritime Services Limited
09919636
Subsea Offshore Services Limited
09681629
Technip Offshore Manning Services Limited
04055455
Technip-Coflexip UK Holdings Limited
02424225
TechnipFMC (Europe) Ltd
11437449
TechnipFMC Corporate Holdings Limited
12346753
TechnipFMC Finance Limited
14501545
TechnipFMC Group Holdings Limited
14501041
TechnipFMC International Finance Limited
11112457
TechnipFMC International UK Limited
11112462
Technip Services Limited
09733610
West Africa Subsea Services Limited
10345570
TechnipFMC Umbilicals Ltd
02400155
Company Name
Company number
NOTE 34. SUBSEQUENT EVENTS
On February 25, 2025, the Company announced that its Board of Directors has authorized and declared a
quarterly cash dividend of $0.05 per share, payable on April 2, 2025 to shareholders of record as of the close
of business on the New York Stock Exchange on March 18, 2025. The ex-dividend date is March 18, 2025.
On January 23, 2025, Moody’s upgraded TechnipFMC to ‘Baa3’ from ‘Ba1’, while maintaining a positive outlook,
for the issuer-level ratings on the Company’s senior unsecured notes due 2026.
U.K. Annual Report and Accounts
TechnipFMC 252
COMPANY FINANCIAL STATEMENTS
TECHNIPFMC PLC
FOR THE YEAR ENDED DECEMBER 31, 2024
Company No. 09909709
U.K. Annual Report and Accounts
TechnipFMC 253
COMPANY STATEMENTS OF FINANCIAL POSITION
(In millions)
Note
December 31,
2024
December 31,
2023
Assets
Investments in subsidiaries
3
$
4,081.5
$
4,084.8
Loan receivables – related parties
4
1,608.8
1,511.9
Other assets
—
28.9
Total non-current assets
5,690.3
5,625.6
Cash and cash equivalents
0.4
0.8
Trade and other receivables, net
6
76.7
47.0
Loan receivables - related parties
4
1,471.5
—
Income taxes receivable
—
6.6
Other current assets
33.2
2.2
Total current assets
1,581.8
56.6
Total assets
$
7,272.1
$
5,682.2
Equity and Liabilities
Ordinary shares
7
$
423.0
$
432.9
Retained earnings, net income and other reserves
2,820.5
1,915.6
Total shareholders’ equity
3,243.5
2,348.5
Long-term debt
8
483.0
719.7
Long-term loan payables – related parties
9
—
1,211.6
Total non-current liabilities
483.0
1,931.3
Short-term debt
8
224.0
16.8
Loan payables – related parties
9
373.6
—
Trade and other payables
10
2,931.4
1,385.6
Current income tax liabilities
16.6
—
Total current liabilities
3,545.6
1,402.4
Total liabilities
4,028.6
3,333.7
Total equity and liabilities
$
7,272.1
$
5,682.2
As of January 1
$
1,915.6
$
2,222.3
Income (loss) for the year
1,339.1
(95.9)
Other changes in retained earnings
(434.2)
(210.8)
Retained earnings
$
2,820.5
$
1,915.6
The accompanying notes are an integral part of the financial statements. The financial statements were
approved by the Board of Directors and signed on its behalf by
Douglas J. Pferdehirt
Director and Chief Executive Officer
March 14, 2025
U.K. Annual Report and Accounts
TechnipFMC 254
COMPANY STATEMENTS OF CHANGES IN EQUITY
(In millions)
Ordinary Shares
Retained Earnings, Net
(Loss)/ Income and
Other Reserves (*)
Total Equity
Balance as of December 31, 2022
$
442.2
$
2,222.3
$
2,664.5
Net loss
—
(95.9)
(95.9)
Dividends (Note 7)
—
(43.5)
(43.5)
Issuance of ordinary shares (Note 7)
2.9
(20.1)
(17.2)
Shares repurchased and cancelled (Note 7)
(12.2)
(192.8)
(205.0)
Share-based compensation (Note 7)
—
45.8
45.8
Other
—
(0.2)
(0.2)
Balance as of December 31, 2023
$
432.9
$
1,915.6
$
2,348.5
Net income
—
1,339.1
1,339.1
Dividends (Note 7)
—
(85.9)
(85.9)
Issuance of ordinary shares (Note 7)
4.3
(54.0)
(49.7)
Shares repurchased and cancelled (Note 7)
(15.5)
(384.6)
(400.1)
Proceeds from stock options (Note 7)
1.3
30.9
32.2
Share-based compensation (Note 7)
—
63.2
63.2
Other
—
(3.8)
(3.8)
Balance as of December 31, 2024
$
423.0
$
2,820.5
$
3,243.5
(*) Included within Retained Earnings, Net (Loss)/Income and Other Reserves at December 31, 2024 is ($58.7 million) of capital redemption
reserve and $30.9 million share premium. Included within Retained Earnings, Net (Loss)/Income and Other Reserves at December 31, 2023 is
($43.2 million) of capital redemption reserve and nil share premium.
The accompanying notes are an integral part of the financial statements.
U.K. Annual Report and Accounts
TechnipFMC 255
NOTES TO THE COMPANY FINANCIAL STATEMENTS
NOTE 1 - GENERAL CORPORATE INFORMATION
TechnipFMC plc ("TechnipFMC," the "Company," "we," "us," or "our") is a leading technology provider to the
traditional and new energy industries, delivering fully integrated projects, products, and services. 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.
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.
Details of the Company's activities during the year are provided in the Strategic Report. TechnipFMC is a public
limited company by shares, incorporated and domiciled in England and Wales ("United Kingdom" or "U.K.") and
listed on the New York Stock Exchange (“NYSE”), trading under the “FTI” symbol. The address of the registered
office is Hadrian House, Wincomblee Road, Newcastle upon Tyne, England, NE63PL, United Kingdom. On
February 18, 2022, following a comprehensive review of the strategic objectives, we voluntarily delisted
TechnipFMC’s shares from Euronext Paris.
NOTE 2 - ACCOUNTING PRINCIPLES
2.1 Basis of preparation
The Company's financial statements for the year ended December 31, 2024 have been prepared in accordance
with United Kingdom Accounting Standards – in particular Financial Reporting Standard 101 “Reduced
Disclosure Framework” (“FRS 101”) and with the Companies Act 2006.
The Company is a qualifying entity for the purposes of FRS 101. The application of FRS 101 has enabled the
Company to take advantage of certain disclosure exemptions that would have been required had the Company
adopted UK-adopted international accounting standards in full. The disclosure exemptions adopted by the
Company are as follows:
•
no detailed disclosures in relation to financial instruments
•
no statements of cash flows
•
no disclosure of related party transactions with subsidiaries
•
no statement regarding the potential impact of forthcoming changes in financial reporting standards
•
no disclosure of “key management compensation” for key management other than the Directors
•
no disclosures relating to the Company’s policy on capital management
•
no disclosure of requirements of paragraph 45b and 46-52 of IFRS 2 Share based charges.
The Company's functional currency was determined to be U.S. dollars ("USD") as this is the primary economic
environment in which the entity operates.
The Company's financial statements have been prepared under the historical cost convention, except for
certain financial assets and liabilities, which are measured at fair value. Accounting policies have been
consistently applied throughout the reporting period. The financial statements for the years ended
December 31, 2024 and 2023 are presented in U.S. dollars, the presentation and functional currency of the
Company, and all values are rounded to the nearest million included to one decimal place.
The directors have taken advantage of the exemption available under Section 408 of the Act and have not
presented a statement of income account for the Company.
Going concern
During the preparation of these financial statements, the Company reviewed expected requirements through
December 31, 2026 and is confident that it will be able to maintain sufficient liquidity, adequate financial
resources and financial flexibility in order to fund the liquidity requirements. As of December 31, 2024, the
Company was in a net current liabilities position of $1,963.80 million, net debt position of $706.60 million
with available undrawn facilities of $1.25 billion. On April 24, 2023, we amended and extended our Credit
Agreement to April 24, 2028. On March 10, 2025, we settled $1,471.5 million short-term loans receivable from
U.K. Annual Report and Accounts
TechnipFMC 256
TechnipFMC Cash B.V. Following its assessment of going concern, the Company has formed a judgment that
there are no material uncertainties that cast doubt on the Company’s going concern status and that it is a
reasonable expectation that the Company has adequate resources to continue in operational existence for the
foreseeable future. Therefore, the Company's financial statements have been prepared on a going concern
basis. Details of going concern assessment are provided in Note 1 of TechnipFMC consolidated financial
statements.
2.2 Changes in accounting policies and disclosures
a)
Standards, amendments, and interpretations effective in 2024
The Company has applied the following new amendments to International Financial Reporting Standards
("IFRS") and International Accounting Standards ("IAS") for the first time in its consolidated financial statements
for the year ended December 31, 2024.
•
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities
with Covenants
•
Amendment to IAS 7 and IFRS 7 - Disclosures: Supplier Finance Arrangements
•
Amendments to IFRS 16 "Leases" - Lease Liability in a Sale and Leaseback
These amendments did not have any impact on the Company's accounting policies and did not require
retrospective adjustments. There are no other new or amended standards or interpretations adopted during the
year that have a significant impact in the financial statements
b)
Standards, amendments, and interpretations to existing standards that are issued, not yet effective,
and have not been early adopted as of December 31, 2024
Certain new accounting standards and interpretations have been published that are not mandatory for
December 31, 2024 reporting periods and have not been early adopted by the Company. The directors have
taken advantage of the exemption available under FRS 101 and have not disclosed the potential impact of
forthcoming changes in financial reporting standards.
2.3 Summary of material accounting policies
The material accounting policies, which have been used in the preparation of the Company financial
statements, are set out below. These policies have been consistently applied to all years presented.
a)
Investments
Investments are measured initially at cost, including transaction costs, less any provision for impairment. At
each statement of financial position date, the Company reviews the carrying values of its investments to assess
whether there is an indication that those assets may be impaired. If any such indication exists, the Company
makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s
fair value less cost of disposal and its value in use.
If the recoverable amount of an asset is estimated to be less than its carrying value, the carrying value of the
asset is reduced to its recoverable amount. An impairment loss is recognized immediately on the income
statement.
Where an impairment loss subsequently reverses, the carrying value of the asset is increased to the revised
estimate of its recoverable amount, to the extent that the increased carrying value does not exceed the
carrying value that would have been determined had no impairment loss been recognized for the asset in prior
periods. A reversal of an impairment loss is recognized immediately on the income statement.
Dividends received are recorded as income unless the dividend clearly represents a recovery of part of the
cost of the investment. Dividend income is recognized when the right to receive payment is established.
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b)
Trade receivable and loans issued to related parties
Trade receivables are recognized initially at the amount of consideration that is unconditional unless they
contain significant financing components, when they are recognized at fair value. The Company holds the trade
receivables with the objective to collect the contractual cash flows and therefore measures them subsequently
at amortized cost using the effective interest method.
Loans issued to related parties are initially measured at their fair values plus transaction costs and
subsequently carried at amortized cost net of expected credit loss. We apply IFRS 9 "Financial
Instruments" ("IFRS 9") guidance for intercompany loans in separate financial statements to measure the
expected credit loss. The majority of our loans issued to related parties are term loans.
c)
Trade and other payables
Trade and other payables represent various unsecured trade and other liabilities including cash pool overdraft
balances. Trade and other payables are presented as current liabilities unless payment is not due within 12
months after the reporting period. They are recognized initially at their fair value and subsequently measured
at amortized cost using the effective interest method. The carrying amounts of trade and other payables are
considered to be the same as their fair values, due to their short-term nature.
d)
Share-based compensation
The measurement of share-based compensation expense on restricted share awards is based on the market
price at the grant date and the number of shares awarded. The fair value of performance shares is estimated
using a combination of the closing stock price on the grant date and the Monte Carlo simulation model.
TechnipFMC utilizes the Black-Scholes options pricing model to measure the fair value of share options granted,
excluding from such valuation the service and non-market performance conditions (which are considered in the
expected number of awards that will ultimately vest) but including market conditions. The share-based
compensation expense for each award is recognized during the vesting period (i.e., the period in which the
service and, where applicable, the performance conditions are fulfilled). The cumulative expense recognized for
share-based employee compensation at each reporting date reflects the already expired portion of the vesting
period and TechnipFMC’s best estimate of the number of awards that will ultimately vest. The expense or credit
in the Company's statement of income for a period represents the movement in cumulative expense recognized
as of the beginning and end of that period.
e)
Long and short term debt and loans payable to related parties
Financial liabilities are recognized initially at fair value and, in the case of loans, borrowings, and payables, net
of directly attributable transaction costs. Current and non-current financial debts include bond loans,
commercial paper programs, and other borrowings. After initial recognition, debt is measured at amortized cost
using the effective interest rate method. Transaction costs, such as issuance fees and redemption premium are
included in the cost of debt on the liability side on the Company's statement of financial position, as an
adjustment to the nominal amount of the debt. The difference between the initial debt and redemption at
maturity is amortized at the effective interest rate.
A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expired.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as the derecognition of the original liability and the recognition of a new liability. The difference in the
respective carrying value is recognized in the Company's statement of income.
Loans payable to related parties are unsecured and initially recognized at their fair value and subsequently
measured at amortized cost using the stated interest.
Debt and loans payable to related parties are presented as long term liabilities unless payment is due within 12
months after the reporting period.
f)
Foreign currency transactions
Foreign currency transactions are translated into the functional currency at the exchange rate applicable on the
transaction date.
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At the closing statement of financial position date, monetary assets and liabilities stated in foreign currencies
are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange
gains or losses are directly recorded in the Company's income statement, except exchange gains or losses on
cash accounts eligible for future cash flow hedging and for hedging on net foreign currency investments.
g)
Cash and cash equivalents
Cash and cash equivalents consist of cash in bank and in hand, fixed term deposits and securities fulfilling the
following criteria: an original maturity of less than three months, highly liquid, a fixed exchange value and an
insignificant risk of loss of value. Securities are measured at their market value at year-end. Any change in fair
value is recorded in the Company's statement of income.
h)
Share capital and dividend distribution
Ordinary shares are classified as equity.
Dividend distribution to the Company’s shareholders is recognized as a liability in the Company’s financial
statements in the period in which the dividends are approved by the Company’s shareholders. A corresponding
amount is recognized directly in the Company's statement of changes in shareholders' equity. Interim dividends
are recognized when paid.
i)
Taxation
Corporate tax is payable on taxable income at amounts expected to be paid, or recovered, under the tax rates
and laws that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is recognized to take account of temporary differences between the treatment of transactions for
financial reporting purposes and their treatment for tax purposes. A deferred tax asset is only recognized when
it is regarded as more likely than not there will be a suitable taxable income from which the future reversal of
the underlying temporary differences can be deducted.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the
temporary differences are expected to reverse based on the tax rates and laws that have been enacted or
substantively enacted at the statement of financial position date.
j)
Financial assets
Financial assets are categorized at initial recognition, as subsequently measured at either amortized cost, at fair
value through other comprehensive income (“FVOCI”), or at fair value through profit or loss (“FVTPL”).
TechnipFMC currently has no financial assets at FVOCI.
Financial assets at FVTPL include financial assets held for trading (i.e., those which are acquired for the purpose
of selling or repurchasing in the near term).
Financial assets at FVTPL are carried in the Company's statement of financial position at fair value with net
changes in fair value recognized in the Company's statement of income.
k)
Related parties
The Company is a qualifying entity for the purposes of FRS 101 and took advantage of the disclosure
exemption not to provide a disclosure on the following:
•
related party transactions with subsidiaries
•
“key management compensation” for key management other than the Directors.
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2.4 Use of critical accounting estimates, judgments, and assumptions
The preparation of the Company's financial statements requires the use of critical accounting estimates,
judgements, and assumptions that may affect the assessment and disclosure of assets and liabilities at the date
of the financial statements, as well as the income and expenses. Estimates may be revised if the circumstances
and the assumptions on which they were based change, if new information becomes available, or as a result of
greater experience. Consequently, the actual result from these operations may differ from these estimates.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date relate to the following:
•
estimates on provision for expected credit losses on trade receivable and loans issued to related
parties
•
impairment of investments in subsidiaries.
The loss allowances for trade receivable and loans issued to related parties are based on assumptions about
risk of default and expected credit loss rates and was estimated to be $5.9 million and $10.7 million as of
December 31, 2024 and 2023, respectively. The Company uses judgment in making these assumptions and
selecting the inputs to the impairment calculation, based on the past history and existing market conditions, as
well as forward-looking estimates at the end of each reporting period. The Company’s historical credit loss
experience and forecast of economic conditions may also not be representative of customers' actual default in
the future.
The Company assesses whether there are any indicators of impairment of investments at each reporting date.
Investments are tested for impairment when there are both external and internal indicators that the carrying
value may not be recoverable. No impairment indicators were identified as of December 31, 2024.
Judgements
Distributions from an investee
A distribution from an investee could be either a return on capital (dividend income) or a return of capital (a
reduction of the cost of investment). The Company applies judgement, in determining the appropriate
accounting treatment for a distribution from its investees, based on the substance of the transactions. In
determining the substance of a distribution transaction, the Company considers the amount of a dividend
relative to the total value of an investment in an investee, an investment's holding period and other relevant
factors.
During the year ended December 31, 2024, the Company received a distribution of $1.5 billion from
TechnipFMC Group Holdings Limited and Technip Offshore International SAS pursuant to a reorganization of the
Company's net investments in its subsidiaries. The substance of these distributions has been considered to be a
return on capital and, accordingly, dividends received have been recognized as a divided income.
There have been no other critical judgments made in applying the Company’s accounting policies.
NOTE 3 - INVESTMENTS IN SUBSIDIARIES
The movements in carrying value of investments in subsidiaries are as follows:
(In millions)
2024
2023
Net carrying value as of January 1,
$
4,084.8
$
4,084.8
Redemption of preference shares
(3.3)
—
Net carrying value as of December 31,
$
4,081.5
$
4,084.8
During 2024 the Company recognized $3.3 million redemption of FMC Technology Global BV preference shares
as a reduction of cost of investment in TechnipFMC Group Holdings Limited pursuant to a reorganization of the
Company's net investment in its subsidiaries.
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There were no changes to wholly-owned subsidiary undertakings in 2023.
During the year ended December 31, 2024 and 2023 we performed an impairment assessment of the
Company's investments and no impairment triggers were identified.
The Company’s direct subsidiaries as of December 31, 2024 are listed below. The effective interest reflects
holdings of ordinary shares. Details of other related undertakings are provided in Note 33 of TechnipFMC
consolidated financial statements.
Company Name
Address
Share Class
Effective
interest held in
%
FRANCE
Technip Offshore International SAS
1bis Place de la Défense Tour Trinity 92400 Courbevoie
Ordinary shares
100
UNITED KINGDOM
TechnipFMC Group Holdings Limited
Hadrian House, Wincomblee Road,
Newcastle upon Tyne, NE6 3PL, U.K.
Ordinary shares
100
TechnipFMC Finance Limited
Hadrian House, Wincomblee Road,
Newcastle Upon Tyne, NE6 3PL
Ordinary shares
100
VENEZUELA
Technip Bolivar, C.A.
523 Zona Industrial Matanzas, Planta De Bauxilum
Puerto Ordaz Ciudad Bolivar
Ordinary shares
99.88
NOTE 4 - LOAN RECEIVABLES - RELATED PARTIES
December 31,
(In millions)
2024
2023
Loan receivables - current
$
1,471.5
$
—
Loan receivables - non-current
1,608.8
1,511.9
Total loan receivables - related parties
$
3,080.3
$
1,511.9
The Company’s loan receivables from related parties are unsecured and we determined that there was no
material expected credit loss as of December 31, 2024 and 2023.
Loan receivables - Current
On December 18, 2024, the Company executed three new loan agreements with TechnipFMC Cash B.V.
(TechnipFMC cash-pool entity) totaling $1,471.5 million, all with interest rate of 5.73% and all receivable on
December 18, 2025. The loan receivables were recognized pursuant to dividend income received from the
following subsidiaries:
•
$792.2 million distribution received from TechnipFMC Group Holdings Limited, and
•
$672.9 million distribution received from Technip Offshore International SAS.
Loan receivables - Non-current
During 2023 the Company signed an amendment to the TechnipFMC Corporate Holdings Ltd (U.K.) ("Corporate
Holdings Ltd") loan. According to the agreement the loan receivable due from Corporate Holdings Ltd was
settled with the outstanding loan due to TechnipFMC Corporate Holdings Ltd. As of December 31, 2024 and
2023, the outstanding loan receivable from Corporate Holdings Ltd is in the amount of $1,608.8 million and
$1,511.9 million and interest rate of 6.31% repayable on December 31, 2026.
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NOTE 5 - DEFERRED TAX LIABILITIES
The tax rate utilized to compute deferred taxes depends on the location of the underlying transaction. The
transactions carried out by the U.K. head office are tax effected using the U.K. tax rate. The earnings of the U.K.
head office are subject to the U.K. statutory rate of 25.0%.
The net deferred tax liabilities amount to nil as of December 31, 2024 and 2023, respectively. There were no
deferred tax asset movements in 2024.
As of December 31, 2024, there are $225.1 million tax losses carried forward in the company. These tax losses
have been unrecognized for deferred tax purposes.
NOTE 6 - TRADE AND OTHER RECEIVABLES, NET
December 31,
(In millions)
2024
2023
Trade receivables - related parties
$
76.7
$
37.9
Prepaid expenses
—
9.1
Total trade and other receivables, net
$
76.7
$
47.0
The Company’s trade receivables from related parties are stated net of loss allowance of nil as of December 31,
2024 and 2023. There was no material expected credit loss for trade and other receivables as of December 31,
2024 and 2023.
NOTE 7 - EQUITY
7.1 Changes in the Company’s ordinary shares
As of December 31, 2024, TechnipFMC’s share capital was 423,056,356 ordinary shares. As of December 31,
2023, TechnipFMC's share capital was 432,847,108 ordinary shares. The movements in ordinary shares were
as follows:
(In millions of shares)
Ordinary
Shares
December 31, 2022
442.2
Issuance of ordinary shares
2.9
Shares repurchased and cancelled
(12.2)
December 31, 2023
432.9
Issuance of ordinary shares
4.3
Proceeds from stock options
1.3
Shares repurchased and cancelled
(15.5)
December 31, 2024
423.0
As an English public limited company, we are required under U.K. law to have available “distributable reserves”
to conduct share repurchases or pay dividends to shareholders. Distributable reserves are a statutory
requirement and are not linked to a IFRS reported amount (e.g., retained earnings, net income, and other
reserves). The declaration and payment of dividends require the authorization of our Board of Directors,
provided that such dividends on issued share capital may be paid only out of our “distributable reserves.”
Therefore, we are not permitted to pay dividends out of share capital, or share premium.
The Company's articles of association permit by ordinary resolution of the shareholders to declare dividends,
provided that the directors have made a recommendation as to its amount. The dividend shall not exceed the
amount recommended by the directors. The directors may also decide to pay interim dividends if it appears to
them that the income available for distribution justify the payment. When recommending or declaring payment
of a dividend, the directors are required under U.K. law to comply with their duties, including considering its
future financial requirements.
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The additional information required in relation to shareholder’s equity is provided in Note 17 to TechnipFMC
consolidated financial statements.
7.2 Dividends
In July 2023, the Company announced the initiation of a quarterly cash dividend and stated its intent to pay
dividends on a quarterly basis. On April 23, 2024, July 23, 2024, and October 23, 2024, the Board of Directors
authorized and declared a quarterly cash dividend of $0.05 per share. The cash dividends paid during the
years ended December 31, 2024 and 2023 were $85.9 million and $43.5 million, respectively.
7.3 Capital management
In July 2022, the Board of Directors authorized the repurchase of up to $400.0 million of our outstanding
ordinary shares under our share repurchase program. On July 26, 2023 and October 23, 2024, the Board of
Directors authorized additional share repurchase of up to $400.0 million and $1.0 billion, respectively.
Together with the existing program, the Company’s total share repurchase authorization was increased to
$1.8 billion of our outstanding ordinary shares under our share repurchase program. Pursuant to this share
repurchase program, we repurchased $400.1 million of ordinary shares during the year ended December 31,
2024. 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. 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. All shares repurchased were immediately cancelled.
7.4 Share-based compensation
See Note 18 of TechnipFMC consolidated financial statements for details of share-based compensation
arrangements. Details of the directors’ remuneration is provided in the Directors’ Remuneration Report in this
U.K. Annual Report.
NOTE 8 - DEBT
Debt consisted of the following:
December 31,
(In millions)
2024
2023
5.75% Notes due 2025
$
—
$
219.8
Senior notes due 2026
201.4
200.6
4.00% Notes due 2027
77.8
82.9
4.00% Notes due 2032
101.8
108.1
3.75% Notes due 2033
102.0
108.3
Total long-term debt
483.0
719.7
5.75% Notes due 2025
207.5
—
Other
16.5
16.8
Total short-term debt and current portion of long-term debt
224.0
16.8
Total debt
$
707.0
$
736.5
As of December 31, 2024, TechnipFMC was in compliance with all debt covenants. The Company is required to
comply with financial covenants at the end of each annual and quarterly periods. The Company has no
indication that it will have difficulty complying with these covenants.
For details of long- and short-term debt included in the table above, see Note 19 of TechnipFMC consolidated
financial statements.
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NOTE 9 - LOAN PAYABLES - RELATED PARTIES
Long-term and short-term loan payables (including accrued interest) - related parties consists of the following:
December 31,
(In millions)
2024
2023
Borrowings from TechnipFMC International (UK) Ltd
$
—
$
444.6
Borrowing from TechnipFMC (Europe) Ltd
—
405.1
Borrowings from Technip Holding Benelux BV
—
294.0
Borrowing from Technip Coflexip UK Holdings Ltd
—
38.3
Borrowing from TechnipFMC International Holdings BV
—
29.6
Total long-term loan payables - related parties
$
—
$
1,211.6
Borrowings from Technip Holding Benelux BV
303.5
—
Borrowing from Technip Coflexip UK Holdings Ltd
39.5
—
Borrowing from TechnipFMC International Holdings BV
30.6
—
Total short-term loan payables - related parties
$
373.6
$
—
Short-term loans payables to related parties are unsecured and consist of borrowings from Technip FMC
Corporate Holdings Ltd (UK), TechnipFMC International (UK) Ltd (“International Ltd”), and TechnipFMC (Europe)
Ltd (“Europe Ltd”).
The terms and interest rates for significant loans are detailed below.
•
Loan from Technip Holding Benelux BV is in the amount of $303.5 million and $294.0 million as of
December 31, 2024 and 2023, respectively, with a 5 year term and interest rate of 3.22% which
matures on December 31, 2025.
•
Loan from Technip Coflexip UK Holdings Ltd is in the amount of $39.5 million and $38.3 million as of
December 31, 2024 and 2023, respectively, with a 5 year term and interest rate of 3.22% which
matures on December 31, 2025.
•
Loan from TechnipFMC International Holdings BV is in the amount of $30.6 million and $29.6 million as
of December 31, 2024 and 2023, respectively, with a 5 year term and interest rate of 3.22% which
matures on December 31, 2025.
•
As of December 31, 2023, a loan from TechnipFMC (Europe) Ltd in the amount of $405.1 million had a
5 year term and an interest rate of 2.69%. The loan was settled through the cash pool transaction in
September 2024 pursuant to a reorganization of the Company's net investment in its subsidiaries.
•
As of December 31, 2023 a loan from TechnipFMC International (UK) Ltd in the amount of $444.6
million had a five-year term and an interest rate of 2.69% The loan was settled through the cash pool
transaction in December 2024 pursuant to a reorganization of the Company's net investment in its
subsidiaries.
NOTE 10 - TRADE AND OTHER PAYABLES
Trade and other payables consist of the following:
December 31,
(In millions)
2024
2023
Overdraft with cash pool
$
2,898.2
$
1,370.0
Trade payables - related parties
29.5
15.0
Other current liabilities
3.7
0.6
Trade and other payables
$
2,931.4
$
1,385.6
The Company is integrated into the group-wide cash pooling arrangements that are managed centrally by
TechnipFMC Cash B.V., a cash pool entity. The Company had a net overdraft position with TechnipFMC Cash B.V.
of $2,898.2 million and $1,370.0 million as of December 31, 2024, and 2023, respectively. Cash pool overdraft
arrangements are short term and bear interest rates linked to accepted benchmark rates plus an applicable
margin.
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NOTE 11 - SUBSEQUENT EVENTS
On March 10, 2025, $1,471.5 million short-term loans receivable from TechnipFMC Cash B.V. were settled
through the cash pool transaction.
On February 25, 2025, the Company announced that its Board of Directors has authorized and declared a
quarterly cash dividend of $0.05 per share, payable on April 2, 2025 to shareholders of record as of the close
of business on the New York Stock Exchange on March 18, 2025. The ex-dividend date is March 18, 2025.
On February 5, 2025, the Company contributed assets and liabilities of the Company's investment in Technip
Offshore International SAS to TechnipFMC Group Holdings Limited. The contribution transaction resulted in
TechnipFMC Group Holdings Limited acquiring the assets and liabilities of Technip Offshore International SAS.
On January 23, 2025, Moody’s upgraded TechnipFMC to ‘Baa3’ from ‘Ba1’, while maintaining a positive outlook,
for the issuer-level ratings on the Company’s senior unsecured notes due 2026.
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