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TechnipFMC plc

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 19, 2026

FTI$63.52+3.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-27.

0001681459-25-000036

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-19.

0001681459-26-000010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 130 previous paragraphs and 131 current paragraphs.

64 unchanged; 38 reworded; 29 added; 27 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (29)

Current report

•Inbound orders of $11.2 billion drove backlog growth of 15% year-over-year to $16.6 billion;

Current report

•Cash provided by operating activities increased 84% to $1.8 billion versus the prior year, with free cash flow growing 113% to $1.4 billion;

Current report

•Increased Company’s financial flexibility by reducing total short-term and long-term debt by $455.2 million while maintaining cash and cash equivalents above $1.0 billion; and

Current report

•Reiterated our commitment to robust shareholder distributions, pledging to return at least 70% of free cash flow to shareholders in 2026.

Current report

•Delivered on our commitment to achieve $30 billion in Subsea inbound orders over the 3-year period ending 2025, including $10.1 billion of orders in 2025;

Current report

•New iEPCI™ alliances with Vår Energi and Cairn Oil & Gas provide additional integrated opportunities.

Current report

•Inbound orders of $1.1 billion were driven by international markets; and

Current report

•Revenue from international markets increased year-over-year, representing 65% of segment revenue; and

Current report

•Experienced further commercial success of iComplete®—our high-performance, surface pressure containment ecosystem—with increased client adoption in high activity basins.

Current report

Overall Outlook – The global economy is expected to show moderate growth in 2026, led by India, China, and the United States. Resilient consumer spending and easing of monetary policy in key regions should be essential drivers of economic growth. Continued investment in artificial intelligence (AI) is expected to provide additional support. Shifting trade and inflation dynamics and an uneven global recovery present risk to the growth outlook. At the same time, persistent geopolitical conflicts underscore the strategic importance of energy security worldwide.

Current report

In April 2025, OPEC+ members took actions to unwind a series of voluntary production cuts. After restoring over two million barrels of production, further output expansion was postponed to prevent oversupply and maintain market stability. Oil forecasts for Brent crude average between $50 and $60 per barrel in 2026, with increased supply expected to outpace growth in near-term demand. Natural gas prices are forecast to remain relatively stable, with rising demand from AI-driven data centers likely to be met by growth in global supply, primarily from increased exports of liquefied natural gas (LNG) from the United States.

Current report

The long-term outlook for oil and natural gas is positive. Oil is projected to remain the largest primary energy source, with global demand for natural gas projected to significantly increase, largely due to growth in both electricity demand and industrial activity in developing countries. Renewables investment continues, although at a slower pace than previously forecast. Notably, the International Energy Agency revised its market outlook, projecting that oil demand could grow through 2050—a major shift from its previous view that demand would peak by 2030.

Current report

Within offshore, we are seeing more clients adopt a portfolio approach to development. Instead of focusing on the next project exclusively, operators are taking a broader portfolio view of their opportunities – executing a vision for their entire asset base. One example of this change is simultaneous development of greenfield assets, where an operator will carry out multiple projects in parallel rather than waiting for completion of the first project to incorporate learnings into subsequent phases. By executing as a single unit, operators benefit from integration and standardization that enable them to reach target production more quickly and economically than would be possible as standalone projects.

Current report

In our New Energy business, we are executing multiple first-of-its-kind project awards, including the Mero 3 HISEP® project for Petrobras offshore Brazil. This project is enabling the capture, processing, and reinjection of CO 2-rich dense gases on the seabed to reduce emission intensity while increasing production. In the UK, we are executing the first all-electric, subsea iEPCI™ for carbon capture and storage for the Northern Endurance Partnership, a joint venture between bp, Equinor, and TotalEnergies.

Current report

As we look beyond the current year, we believe that offshore developments will continue to receive an increasing share of capital investment. The change in spending allocation is due in part to the significant improvements made in developing the large, high quality, and prolific reservoirs found offshore. Innovations such as Subsea 2.0® and iEPCI™ also help provide customers with greater schedule certainty in project execution. We believe this combination of higher economic returns and greater project certainty will provide sustainability to current activity levels offshore, reinforcing our confidence that activity will remain strong through the end of the decade and beyond.

Current report

Surface Technologies – North American activity is among the most impacted by commodity prices given the relatively high cost of development in the region. Our surface activities on US land represented less than five percent of total Company revenue in 2025.

Current report

Revenue increased by $849.3 million in 2025, compared to the same period in 2024. The increase was primarily attributable to an increase in Subsea revenue of $846.0 million. This growth was driven by the conversion of a backlog,11.1% higher as of December 31, 2024, when compared to December 31, 2023, resulting in increased revenue activity across iEPCI™, flexible supply and subsea services particularly in Brazil, Norway, Nigeria and Israel. Surface Technologies revenue increased by $3.3 million compared to the same period in 2024, reflecting a $53.0 million increase from higher activity in the Middle East, Europe and Africa. This increase was offset by a $49.7 million decline in revenue due to lower activity in North America, Latin America and the sale of the Measurement Solutions business (“MSB”).

Current report

Selling, general and administrative expense increased by $38.2 million year-over-year, driven by an increase in costs associated with our support functions.

Current report

We incurred $72.8 million of restructuring, impairment and other expenses in 2025, compared to $25.8 million in 2024, primarily related to additional business transformation initiatives designed to simplify and industrialize our organization, driving increased efficiency and greater operating leverage.

Current report

Surface Technologies revenue increased by $3.3 million, compared to the same period in 2024, largely attributable to $53.0 million increase in revenue from strong activity in the Middle East, Europe and Africa. This increase was offset by a $49.7 million decrease due to lower activity in North America, Latin America and the sale of MSB.

Current report

Corporate expense decreased by $10.0 million compared to the same period in the prior year, due to decreased costs associated with our corporate support functions.

Current report

Credit Ratings - As of December 31, 2025, our credit ratings were as follows:

Current report

During 2024 and 2025, S&P, Moody’s and Fitch upgraded our ratings to investment‑grade levels. The investment-grade ratings from S&P (March 2024) and Fitch (June 2024), together with the satisfaction of the other conditions under our Credit Agreement, resulted in the release of the collateral that previously secured the Credit Agreement and the Performance LC Credit Agreement.

Current report

Restoration of investment‑grade status enhances our financial flexibility by improving access to the commercial paper market and lowering our cost of borrowing. Additional information regarding our debt is provided in Note 14.

Current report

We continuously assess the realizability of deferred tax assets at each balance sheet date across all jurisdictions in which we operate. During 2025, $142.8 million was released from our valuation allowance, while we have established positions of $134.2 million related to different jurisdictions. The release of the valuation allowance was primarily attributable to the anticipated utilization of deferred tax assets in Brazil and foreign tax credits in the United States. This outcome was influenced by sustained positive earnings, projected taxable profits, and internal restructuring initiatives that are expected to enable the utilization of existing tax attributes. We continue to assess the need to record a valuation allowance when it is not more likely than not that the deferred tax assets will be utilized in upcoming years or prior to expiration.
Removed paragraphs (27)

Previous report

•Inbound orders improved 5% year-over-year to $11.6 billion, driving backlog to $14.4 billion and marking a fourth consecutive year of growth in backlog;

Previous report

•Cash flow from operations grew 39% versus the prior year to $961.0 million, with free cash flow growing 45% to $679.4 million;

Previous report

•Achieved investment grade debt ratings from multiple credit rating agencies, reflecting a stronger financial profile and improved market outlook.

Previous report

•Orders increased 7% year-over-year to $10.4 billion, highlighting continued strength in offshore activity;

Previous report

•Record year of integrated project orders, with nearly $5 billion of inbound awarded from a diversified set of operators across six offshore basins;

Previous report

•Tree orders from our Subsea 2.0® product platforms significantly outpaced the growth of our total tree awards versus the prior year; and

Previous report

•Inbound orders decreased 5% year-over-year to $1.2 billion;

Previous report

•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

Previous report

•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.

Previous report

Several new energy initiatives progressed as we were awarded an iEPCI™ contract by Petrobras to deliver the Mero 3 HISEP® project, which will utilize subsea processing to capture carbon dioxide-rich dense gases and then inject them into the reservoir. We were also awarded a contract for the first all-electric iEPCI™ for carbon transportation and storage by the Northern Endurance Partnership, a joint venture between bp, Equinor, and TotalEnergies. In addition, we announced a collaboration agreement with Prysmian to further accelerate the development of floating offshore wind by providing an integrated solution that accelerates time to first power and reduces cost, while improving overall system reliability.

Previous report

Overall Outlook – Global economic growth is expected to continue in 2025, although with regional disparity. Central banks remain diligent in their efforts to curb inflation, with many successfully navigating the balance between growth and price stability. At the same time, persistent geopolitical conflicts and economic sanctions risk further impacts to energy flows around the world, underscoring the importance of energy security worldwide.

Previous report

We maintain a positive outlook for both oil and gas given the anticipated growth in energy demand, with affordability and energy security now major considerations in addition to sustainability commitments. This is reflected in the resource mix of our clients’ project portfolios and the broader strength in upstream spending.

Previous report

In 2024, we announced 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 (“CO 2”) 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.

Previous report

In our New Energy business, we announced a new collaboration agreement in 2024 to deliver the industry’s first full water-column solution for offshore floating wind. 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.

Previous report

Offshore development is likely to remain a significant part of many of our customers’ portfolios, not only because of improved economics, but because of the size and accessibility of these resources. We estimate over 35 MMBD of new oil production will be required by 2040 to meet future energy demand. Approximately 10 MMBD of the increase is expected to come from new deepwater production, which is significantly above the current level of offshore production.

Previous report

After securing $20.2 billion of Subsea orders over the past two years, our strong market visibility gives us confidence we will exceed $10 billion of inbound in the current year—ensuring we deliver on our guidance of $30 billion over the three-years ending 2025. These orders are expected to include 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.

Previous report

As we look beyond the current year, client discussions remain focused on future project activity as they seek to secure the quality capacity needed to execute their offshore developments. Our visibility into this pipeline of longer-term opportunities has improved, supported by a growing list of named projects identified for potential final investment decision that extend beyond the historical planning horizon. This gives us even greater confidence that activity will remain strong through the end of the decade.

Previous report

Investment in international markets is less cyclical than in North America, as most activities are undertaken by national oil companies with long-term investment horizons that are less sensitive to fluctuations in commodity prices. This is most evident in the Middle East, where 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 represents a differentiated growth opportunity for our company.

Previous report

Revenue increased $1,259.1 million in 2024, compared to the same period in 2023. Subsea revenue increased by $1,385.1 million, driven by conversion of increased backlog, which was 49.6% higher as of December 31, 2023, when compared to December 31, 2022, and resulted in increased revenue 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.

Previous report

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.

Previous report

Corporate expense decreased by $119.0 million compared to the same period in the prior year, primarily driven by the non-recurring legal settlement charge of $126.5 million incurred during 2023.

Previous report

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. See Note 16 for further details regarding our debt.

Previous report

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.

Previous report

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.

Previous report

As of December 31, 2024, we have provided a valuation allowance against the related deferred tax assets where we believe it is not more likely than not that we will generate future taxable income sufficient to realize such assets. During the year ended December 31, 2024, we recorded a benefit of $194.9 million due to the release of a valuation allowance on US net deferred tax assets, the largest of which included net operating losses and a partial release of a valuation allowance on foreign tax credits. In reaching this determination, the Company considered the growing trend of profitability over the last three years in the US, as well as expectations regarding the generation of future taxable income and the sources of future taxable income. During the year we established a $63.9 million valuation allowance in a Brazil entity on the basis that it is not more likely than not that we will generate future taxable income sufficient to realize the entity’s net deferred tax assets, which resulted in additional income tax expense of $23.2 million and additional tax expense recognized within other comprehensive loss of $40.7 million.
Reworded paragraphs (38)

Previous wording

•Nearly doubled shareholder distributions versus the prior year by returning $486 million through dividends and share repurchases, and authorized additional share repurchases of up to $1.0 billion; and

Current wording

•Shareholder distributions more than doubled versus the prior year—returning $1.0 billion through share repurchases and dividends—and authorized additional share repurchases of up to $2 billion;

Previous wording

•Growth in Subsea Services inbound for the year was driven by increased installation activity, a growing installed base and aging infrastructure.

Current wording

•Services inbound increased for a fifth consecutive year to more than $1.8 billion, supported by a growing installed base and aging infrastructure;

Previous wording

•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;

Current wording

•Combination of direct awards, iEPCI™ projects, and services exceeded 80% of Subsea inbound orders for the year, highlighting the strength of our differentiated offerings and innovative technologies; and

Previous wording

The price of oil in the near-term continues to be supported by supply-related actions, including more disciplined capital spend as well as voluntary reductions to production by OPEC+ countries. We believe that offshore and Middle East markets will maintain investment preference for operators, with deepwater attracting a growing share of global capital flows, driven by much-improved economic returns and broad access to these resources. We also expect an increasing role for technology innovation in both conventional and new energies in the delivery of energy supply. In that context, TechnipFMC is well positioned to translate our technological, operational, and financial strength into value for our clients, employees, and shareholders.

Current wording

We believe that offshore and Middle East markets will maintain investment preference for operators, with deepwater attracting a growing share of global capital flows, driven by much-improved economic returns and broad access to these resources. We also expect an increasing role for technology innovation in the delivery of both conventional and new energy supply. In that context, TechnipFMC is well positioned to translate our technological and operational strength into value for our clients.

Previous wording

As evidenced by these awards, we believe that offshore will play a meaningful role in the development of renewable energy resources and the reduction of carbon emissions. Our efforts are focused on three main pillars: GHG removal, offshore floating renewables, and hydrogen solutions. We are also building on our partnerships as we look to expand our position as the leading architect for offshore energy.

Current wording

We also believe that offshore will play a meaningful role in the development of renewable energy resources and the reduction of carbon emissions. Our efforts are focused on greenhouse gas (“GHG”) removal, offshore floating renewables, and hydrogen solutions. We are also building on our partnerships as we look to expand our position as the leading architect for offshore energy.

Previous wording

Subsea – Innovative approaches to subsea projects, like our iEPCI™ solution, have improved project economics through more efficient design and installation of the entire subsea field architecture. Our integrated commercial model, iEPCI™, brought together the complementary work scopes of the SPS with the SURF, and installation vessels. iEPCI™ created a new market and helped expand the deepwater opportunity set for our clients and has grown to represent nearly one-third of the addressable subsea market.

Current wording

Subsea – Innovative approaches to subsea projects have improved project economics through more efficient design and installation of the entire subsea field architecture. Our integrated commercial model, iEPCI™, brought together the complementary work scopes of the subsea production system (SPS) with the subsea umbilicals, risers, and flowlines (SURF), and installation vessels. iEPCI™ created a new market and helped grow the deepwater opportunity set for our clients. We also foresee the expanding reach of Subsea Services, derived from an aging installed base that continues to grow.

Previous wording

As the subsea industry continues to evolve, we are driving simplification, standardization, and industrialization to reduce cycle times and further reduce costs. An example of this is Subsea 2.0®, our pre-engineered configurable product offering. This technology simplifies projects by leveraging a CTO model that further accelerates time to first production while driving greater efficiencies for TechnipFMC.

Current wording

As the subsea industry continues to evolve, we are driving simplification, standardization, and industrialization to reduce cycle times and further reduce costs. An example of this is Subsea 2.0®, our pre-engineered configurable product offering. This technology simplifies projects by leveraging a Configure-to-Order (“CTO”) model to further accelerate time to first production while driving greater efficiencies for TechnipFMC.

Previous wording

With CTO, we have designed an architecture, process, tools, and culture, that are scalable and transformational to the future of our company. CTO has allowed us to redefine our sourcing strategy and transform our manufacturing flow, resulting in up to 25 percent lower product cost and a shortened 12-month delivery time for subsea production equipment—savings that are both real and sustainable. This has paved the way for other products within our portfolio to adopt a similar operating model, enabling an enterprise-wide way of working.

Current wording

With Subsea 2.0® and CTO, we have designed an architecture, process, tools, and culture that are scalable and transformational to the future of our company. Subsea 2.0® has allowed us to redefine our sourcing strategy and transform our manufacturing flow, resulting in up to 25 percent lower product cost and as much as a 12-month reduction in delivery time for subsea production equipment— savings that are both real and sustainable. This has paved the way for us to adopt a similar operating model for other products within our portfolio, enabling an enterprise-wide way of working.

Previous wording

Given the significant improvement in project economics, more offshore discoveries can be developed economically well below today’s oil prices. We believe these fundamental changes are sustainable, as a result of new business models and technology pioneered by our company.

Current wording

Given these significant improvements, more offshore discoveries can be developed economically below current oil prices. We believe these fundamental changes are sustainable as a result of new business models and technology pioneered by our company – all of which serve as key enablers in our relentless pursuit of the reduction of project cycle time.

Previous wording

There is also momentum in new offshore frontiers as nations look to expand economic growth through the development of more recent resource discoveries. In late 2024, we were awarded TotalEnergies’ GranMorgu project—the first subsea development in Suriname. This project is also the first iEPCI™ to leverage our vessel ecosystem, which provides us the industry’s most comprehensive suite of pipelay solutions through partner relationships. In Namibia, there have been multiple discoveries, and operators have initiated appraisal drilling campaigns. We believe additional countries will seek to develop deepwater resources in other new frontiers during this decade, yielding additional inbound orders well beyond those projects currently in discussion.

Current wording

There is also momentum in new offshore frontiers as nations look to expand economic growth through the development of natural resources. We were awarded an iEPCI™ contract for TotalEnergies’ GranMorgu project — the first subsea development in Suriname. In Namibia, there have been multiple discoveries, and operators have initiated appraisal drilling campaigns. We recently announced our participation in Mozambique for Eni’s Coral North project, and we believe that other opportunities in the region will soon follow. We remain confident that further exploration and appraisal activity will result in new projects in other new basins for some time.

Previous wording

Surface Technologies – International markets comprise a significant portion of segment revenue, representing over 60 percent in 2024. We continue to benefit from our exposure to the North Sea, Asia Pacific, and the Middle East. TechnipFMC’s unique capabilities in these markets – which demand higher specification equipment and local presence, including a services footprint – provide a platform for us to extend our leadership in these geographies.

Current wording

International markets comprise a significant portion of segment revenue, representing 65 percent in 2025. These markets are less cyclical, as most activities are undertaken by national oil companies with long-term investment horizons and a lower cost of development. This is most evident in the Middle East, where we have made the investment needed to assist our customers in achieving their desired growth in production. TechnipFMC’s unique capabilities in these markets — which demand higher-specification equipment and local presence, including a services footprint — provides a differentiated growth opportunity for our company.

Previous wording

Gross profit (revenue less cost of sales) increased to $1,723.1 million in 2024 compared to $1,274.1 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 by $2.9 million compared to the same period in 2023, primarily due to lower activity in North America, Europe, Latin America and the sale of MSB in the three months ended March 31, 2024 which collectively resulted 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 the Middle East.

Current wording

Gross profit (revenue less cost of sales) increased to $2,181.4 million in 2025 compared to $1,723.1 million in 2024. Subsea gross profit increased year-over-year by $437.3 million, of which $267.5 million was due to a favorable activity mix and $169.8 million was due to volume increase. Surface Technologies gross profit increased by $17.5 million compared to the same period in 2024. The increase was primarily due to $47.4 million attributable to strong activity in the Middle East, Europe and Africa, partially offset by a decrease of $30.0 million due to lower activity in North America, Latin America, Asia Pacific as well as the sale of MSB.

Previous wording

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 $202.4 million was primarily driven by the $126.5 million non-recurring legal settlement charge recognized during 2023. Foreign currency loss decreased by$90.5 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. These decreases were partially offset by a net increase in miscellaneous other non-operating charges.

Current wording

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 increase in expense of $11.8 million was primarily due to an increase in miscellaneous other non-operating charges of $28.7 million, offset by a decrease in foreign currency loss of $16.8 million.

Previous wording

For the years ended December 31, 2024 and 2023, we recorded income from equity method affiliates of $21.7 million and $34.4 million, respectively. The year-over-year decline was driven by a decrease in the operational activity of our joint ventures.

Current wording

For the year ended December 31, 2025, income from equity affiliates increased by $25.3 million compared to the same period in 2024. The year-over-year increase was driven by an increase in the operational activity of our joint ventures.

Previous wording

Net interest expense decreased by $25.2 million in 2024, compared to 2023, largely due to the reduction in outstanding debt.

Current wording

Net interest expense decreased by $24.0 million in 2025, compared to 2024, primarily due to the reduction in outstanding debt.

Previous wording

Our provision for income taxes for 2024 and 2023 reflected effective tax rates of 9.0% and 74.9%, respectively. The change in the effective tax rate was largely due to changes of valuation allowances on some of our deferred tax assets, changes in geographical profit mix year-over-year, and tax adjustments related to uncertain tax positions.

Current wording

Our provision for income taxes for 2025 and 2024 reflected effective tax rates of 23.9% and 9.0%, respectively. The change in the effective tax rate was mainly due to changes of valuation allowances on some of our deferred tax assets and geographical profit mix year-over-year.

Previous wording

Our effective tax rate can fluctuate depending on our country mix of earnings, since our foreign earnings are generally subject to higher tax rates than in the United Kingdom.

Current wording

Our effective tax rate can fluctuate depending on our country mix of earnings, since our foreign earnings are generally subject to tax rates that differ from the United Kingdom’s statutory rate.

Previous wording

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.

Current wording

Subsea revenue increased $846.0 million during the year ended December 31, 2025, compared to the same period in 2024, related tohigher energy demand and upstream spending, further aided by our unique commercial offerings. The increase in revenue was driven by $433.7 million from Brazil, $211.5 million from Norway, $211.3 million from Nigeria and $177.6 million from Israel, driven by higher iEPCI™, flexible supply and services activities. The rest of the world contributed a net decrease of $188.1 million primarily due to completion of projects in the United States and Angola.

Previous wording

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.

Current wording

Subsea operating profit for the year ended December 31, 2025, increased by $346.3 million. This was largely due to favorable activity mix, which contributed $267.5 million, and higher volume, which added $169.8 million. These improvements were partially offset by $51.6 million in increased operating expense related to the higher activity and $39.4 million of restructuring expense.

Previous wording

Surface Technologies operating profit increased by $89.6 million compared to the same period in 2023 and was primarily driven by the $71.3 million gain on the sale of MSB, which was partially offset by lower activity in North America and Latin America, resulting in a net increase of $57.1million. Additionally, improved operating performance in Middle East, Asia Pacific and other operating units generated improved profitability of $32.5 million.

Current wording

Surface Technologies operating profit decreased by $67.5 million compared to the same period in 2024. The decline was mainly due to the $75.2 million gain on the sale of MSB recorded in the first quarter of 2024, partially offset by $12.0 million in higher restructuring and impairment charges in 2025. Excluding these items, operating profit increased by $19.7 million, driven by stronger profitability in the Middle East, Europe, and Africa, partially offset by lower activity in North America and other international regions.

Previous wording

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.

Current wording

Subsea -Subsea backlog of $15,871.7 million as of December 31, 2025 increased by $2,353.6 million compared to December 31, 2024, and was composed of various subsea projects, including TotalEnergies GranMorgu and Mozambique LNG; bp Tiber, Kaskida and NEP, Shell Orca and Bonga North; Equinor Raia and Johan Sverdrup Phase 3; Petrobras Mero 3 HISEP® and Buzios 6; Energean Katlan; ENI Coral North and ExxonMobil Whiptail and Hammerhead.

Previous wording

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.

Current wording

Surface Technologies -Order backlog for Surface Technologies as of December 31, 2025, decreased by $158.3 million, compared to December 31, 2024. Surface Technologies’ backlog of $699.9 million as of December 31, 2025, was composed primarily of projects for customers in the Middle East, namely ADNOC and Saudi Aramco. The remaining backlog was composed of various projects in the rest of the world.

Previous wording

Net Cash (Debt) -Net cash (debt) is a non-GAAP financial measure reflecting cash and cash equivalents, net of debt. Management uses this non-GAAP financial measure to evaluate our capital structure and financial leverage. We believe net cash, or net debt, is a meaningful financial measure that may assist investors in understanding our financial condition and recognizing underlying trends in our capital structure. Net cash (debt) should not be considered an alternative to, or more meaningful than, cash and cash equivalents as determined in accordance with GAAP or as an indicator of our operating performance or liquidity.

Current wording

Net Cash -Net cash is a non-GAAP financial measure reflecting cash and cash equivalents, net of debt. Management uses this non-GAAP financial measure to evaluate our capital structure and financial leverage. We believe net cash, or net debt, is a meaningful financial measure that may assist investors in understanding our financial condition and recognizing underlying trends in our capital structure. Net cash should not be considered an alternative to, or more meaningful than, cash and cash equivalents as determined in accordance with GAAP or as an indicator of our operating performance or liquidity.

Previous wording

The following table provides a reconciliation of our cash and cash equivalents to net debt, utilizing details of classifications from our consolidated balance sheets.

Current wording

The following table provides a reconciliation of our cash and cash equivalents to net cash, utilizing details of classifications from our consolidated balance sheets.

Previous wording

Operating cash flows -During 2024 and 2023, we generated $961.0 million and $693.0 million in operating cash flows, respectively. The increase of $268.0 million in 2024, as compared to 2023, was due to increased volume and an improved mix of projects resulting in strong cash collections, offset by a higher volume of vendor payments to support the higher business activity.

Current wording

Operating cash flows -During 2025 and 2024, we generated $1,764.6 million and $961.0 million in operating cash flows, respectively. The increase of $803.6 million in 2025, as compared to 2024, was due to increased volume and an improved mix of projects resulting in strong cash collections, offset by a higher volume of vendor payments to support the higher business activity.

Previous wording

Investing cash flows -We used $75.8 million and $125.6 million in investing activities during 2024 and 2023, respectively. The decrease of $49.8 million was primarily due to $186.1 million in proceeds received from the sale of MSB, which was partially offset by a decrease of $65.5 million of proceeds from the sale of other assets and an increase in capital expenditures of $56.4 million as compared to the same period in 2023.

Current wording

Investing cash flows -We used $298.3 million and $75.8 million in investing activities during 2025 and 2024, respectively. The increase of $222.5 million in cash used was primarily due to $186.1 million in proceeds received from the sale of MSB in 2024, and a $35.6 million increase in capital expenditures in 2025 as compared to the same period in 2024.

Previous wording

Financing cash flows -Financing activities used $648.0 million and $656.5 million in 2024 and 2023, respectively. The decrease of $8.5 million was mainly 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.

Current wording

Financing cash flows -Financing activities used $1,620.9 million and $648.0 million in 2025 and 2024, respectively. The increase of $972.9 million was mainly due to an increase of $518.2 million in share repurchases and an increase in net debt repayments of $382.0 million as compared to the same period in 2024. The 5.75% 2020 Private Placement Notes matured and were repaid and the 6.50% 2021 Notes were repaid during 2025.

Previous wording

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.

Current wording

Availability of borrowings under the Credit Agreement is reduced by the outstanding commercial paper and letters of credit issued against the facility. As of December 31, 2025 there were no letters of credit or commercial paper outstanding, and our availability under the Credit Agreement was $1,250.0 million.

Previous wording

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.

Current wording

Dividends- Our Board of Directors authorized and declared a quarterly cash dividend of $0.05 per share during each quarter of 2025. The cash dividends paid during the year ended December 31, 2025 were $82.3 million. These dividends represent $0.20 per share on an annualized basis. We intend to pay dividends on a quarterly basis, subject to review and approval by our Board of Directors in its sole discretion.

Previous wording

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.

Current wording

Share Repurchase- On October 22, 2025, our Board of Directors authorized additional share repurchases of up to $2.0 billion, which increased the Company’s total share repurchase authorization to $3.8 billion under our share repurchase program, and pursuant to this share repurchase program, we repurchased $918.3 million of ordinary shares during the year ended December 31, 2025.

Previous wording

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.

Current wording

Based upon the remaining repurchase authority of $2.2 billion and the closing stock price as of December 31, 2025, approximately 48.8 million ordinary shares could be subject to repurchase. Since the initial share repurchase authorization in July 2022, we have purchased an aggregate amount of $1.6 billion of ordinary shares through December 31, 2025. All shares repurchased were immediately cancelled.

Previous wording

Our credit spread, and the credit spread of other counterparties not publicly available, are approximated using the spread of similar companies in the same industry, of similar size, and with the same credit rating. See Notes 23 and 24 to our consolidated financial statements for further details.

Current wording

Our credit spread, and the credit spread of other counterparties not publicly available, are approximated using the spread of similar companies in the same industry, of similar size, and with the same credit rating. See Notes 21 and 22 to our consolidated financial statements for further details.

Previous wording

The Company’s principal contractual commitments include purchase obligations, repayments of long-term debt and related interest, and payments under operating and finance leases. As of December 31, 2024, we had $1.6 billion of purchase obligations, more than 90% of which is short-term. Substantially all of these commitments are associated with purchases made to fulfill our customer’s orders, the costs associated with these agreements will ultimately be reflected in cost of sales in our consolidated statements of income.

Current wording

The Company’s principal contractual commitments include purchase obligations, repayments of long-term debt and related interest, and payments under operating and finance leases. As of December 31, 2025, we had $2.9 billion of purchase obligations, more than 93% of which is short-term. Substantially all of these commitments are associated with purchases made to fulfill our customer’s orders, the costs associated with these agreements will ultimately be reflected in cost of sales in our consolidated statements of income.

Previous wording

Refer to respective notes to the consolidated financial statements for further information about our share repurchase program (Note 17), long-term debt obligations (Note 16), guarantees (Notes 12 and 20) and lease payment obligations (Note 4).

Current wording

Refer to respective notes to the consolidated financial statements for further information about our share repurchase program (Note 15), long-term debt obligations (Note 14), guarantees (Notes 10 and 18), and lease payment obligations (Note 3).

Previous wording

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.

Current wording

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 all 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.

Previous wording

The majority of our revenue is derived from long-term contracts that can span several years. We account for revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606, Revenues from Contracts with Customers. The unit of account in ASC Topic 606 is a performance obligation. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our performance obligations are satisfied over time as work progresses or at a point in time.

Current wording

The majority of our revenue is derived from long-term contracts that can span several years. We account for revenue in accordance with Accounting Standard Codification (“ASC”) 606, Revenues from Contracts with Customers. The unit of account in ASC 606 is a performance obligation. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our performance obligations are satisfied over time as work progresses or at a point in time.

Previous wording

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.

Current wording

Our gross profit for the year ended December 31, 2025 was positively impacted on a net basis by approximately $87.0 million, as a result of aggregate changes in contract estimates related to projects that were in progress as of December 31, 2024 with net $66.1 million favorable and $20.9 million favorable in our Subsea and Surface Technologies segments, respectively.

Previous wording

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.

Current wording

Certain projects were significantly impacted negatively by changes to estimated project costs during the period, resulting in an impact of $115.5 million. These were offset partially by projects with material positive impacts from favorable negotiations of variable considerations of $72.8 million. The remaining other changes resulted in a net positive impact of $129.7 million.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Selling, general and administrative expense was flat year-over-year.