OCEANEERING INTERNATIONAL INC

Previous wording

•our tax payments and projected capital expenditures for 2025;

Current wording

•our tax payments and projected capital expenditures for 2025, and the potential impacts of the recent One Big Beautiful Bill Act;

Previous wording

In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials or contribute to inflation in the markets in which we operate. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.

Current wording

U.S. goods. Current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials or contribute to inflation in the markets in which we operate. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs and retaliatory tariffs remain uncertain pending their implementation.

Previous wording

Our diluted earnings (loss) per share for the three-month period ended March 31, 2025 were $0.49, as compared to $0.15 for the corresponding period of the prior year. Our operating results for the three months ended March 31, 2025 reflect resilient utilization of remotely operated vehicles (“ROVs”) and strong vessel activity predominately in the Gulf of Mexico and West Africa. Compared to the corresponding period of the prior year, consolidated first quarter 2025 operating results doubled on a 13% increase in revenue driven by strong performances from our Subsea Robotics and Offshore Projects Groups (“OPG”) segments.

Current wording

Our diluted earnings (loss) per share for the three- and six-month periods ended June 30, 2025 were $0.54 and $1.03, respectively, as compared to $0.34 and $0.49, respectively, for the corresponding periods of the prior year. Our improved operating results for the three- and six-month periods ended June 30, 2025, are primarily the result of commencement of recent contract awards in Aerospace and Defense Technologies (“ADTech”), favorable service mix and strong execution in our Offshore Projects Group (“OPG”), conversion of higher-margin backlog in Manufactured Products, and continued increases in remotely operated vehicle (“ROV”) day rates. Compared to the corresponding period of the prior year, consolidated first half 2025 operating results were 57% higher on an 8% increase in revenue driven primarily by strong performances from our OPG and Subsea Robotics segments.

Previous wording

We operate in five business segments. Our segments are contained within two businesses—services and products provided primarily to the oil and gas industry, and to a lesser extent, the mobility solutions and offshore renewables industries, among others (“Energy”), and services and products provided to non-energy industries (Aerospace and Defense Technologies (“ADTech”)). Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, OPG and Integrity Management & Digital Solutions (“IMDS”). We report our ADTech business as one segment. Our Unallocated Expenses are those not associated with a specific business segment.

Current wording

We operate in five business segments. Our segments are contained within two businesses—services and products provided primarily to the oil and gas industry, and to a lesser extent, the mobility solutions and offshore renewables industries, among others (“Energy”), and services and products provided to non-energy industries (ADTech). Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, OPG and Integrity Management & Digital Solutions (“IMDS”). We report our ADTech business as one segment. Our Unallocated Expenses are those not associated with a specific business segment.

Previous wording

We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf of Mexico in our OPG segment, which is usually more active in the second and third quarters, as compared to the rest of the year. Despite the usual seasonal variations, our OPG segment achieved significant year-over-year improvements in revenue and operating results in the first quarter of 2025 (see “Offshore Projects Group” below). Revenue in our Subsea Robotics segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our Subsea Robotics seasonality depends on the number of ROVs we have engaged in vessel-based subsea infrastructure inspection, maintenance, repair and installation, which is more seasonal than drilling support. Revenue in each of our Manufactured Products, IMDS and ADTech segments generally has not been seasonal.

Current wording

We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf of Mexico within our OPG segment. This segment typically experiences higher activity levels during the second and third quarters, as compared to the rest of the year. Despite the usual seasonal variations, our OPG segment achieved significant year-over-year improvements in revenue and operating results in the first quarter of 2025 (see “Offshore Projects Group” below), contributing to a strong first half of 2025. Revenue in our Subsea Robotics segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our Subsea Robotics seasonality depends on the number of ROVs we have engaged in vessel-based subsea infrastructure inspection, maintenance, repair and installation, which is more seasonal than drilling support. Revenue in each of our Manufactured Products, IMDS and ADTech segments generally has not been seasonal.

Previous wording

During the first quarter of 2025, Subsea Robotics operating income increased on higher revenue as compared to the corresponding period of the prior year, primarily as a result of higher average revenue per day in 2025 along with an increase in days on hire and improved fleet utilization.

Current wording

Subsea Robotics operating income for the three- and six-month periods ended June 30, 2025, increased on higher revenue as compared to the corresponding periods of the prior year, primarily as a result of higher average revenue per day in 2025. The three-month period ended June 30, 2025 experienced a decrease in days utilized, while the six-month period ended June 30, 2025 reflected an increase in days utilized and consistent fleet utilization.

Previous wording

Fleet utilization was 67% in the three-month period ended March 31, 2025 as compared to 64% for the three-month period ended March 31, 2024. For the three-month period ended March 31, 2025, we had an increase in ROV days on hire on reduced available working days when compared to the corresponding period in the prior year. Our ROV fleet use during the first quarter of 2025 was 62% in drill support and 38% in vessel-based activity, as compared to 66% in drill support and 34% in vessel-based activity in the first quarter of 2024. For each of the periods presented, we had a fleet of 250 work-class ROVs.

Current wording

Fleet utilization was 67% in the three-month period ended June 30, 2025 as compared to 70% for the three-month period ended June 30, 2024, resulting from a decrease in ROV days utilized when compared to the corresponding period in the prior year. Fleet utilization was flat at 67% for the six-month period ended June 30, 2025, and the corresponding period of the prior year. Our ROV fleet use during the six-month period ended June 30, 2025, was 63% in drill support and 37% in vessel-based activity, as compared to 65% in drill support and 35% in vessel-based activity in the corresponding period of the prior year. For each of the periods presented, we had a fleet of 250 work-class ROVs.

Previous wording

Our Manufactured Products operating results in the first quarter of 2025 decreased on higher revenue as compared to the corresponding period in the prior year primarily due to an inventory reserve of $10 million recorded in the first quarter of 2025 related to our theme park ride business, partially offset by increased activity in our energy-related businesses.

Current wording

Our Manufactured Products operating results for the three-month period ended June 30, 2025, increased on higher revenue as compared to the corresponding period of the prior year primarily due to execution of higher-margin backlog through our energy manufacturing plants, partially offset by an inventory reserve of $2.5 million recorded in the second quarter of 2025 related to our theme park ride business. Our Manufactured Products operating results for the six-month period ended June 30, 2025, decreased slightly on higher revenue as compared to the corresponding period of the prior year primarily due to an inventory reserve of $13 million recorded in the first half of 2025 related to our theme park ride business, partially offset by increased activity in our energy-related businesses and execution of higher-margin backlog through our umbilical manufacturing plants.

Previous wording

Our Manufactured Products backlog was $543 million as of March 31, 2025 compared to $604 million and $597 million as of December 31, 2024 and March 31, 2024, respectively. Our book-to-bill ratio was 0.90 for the trailing 12 months ended March 31, 2025.

Current wording

Our Manufactured Products backlog was $516 million as of June 30, 2025 compared to $604 million and $713 million as of December 31, 2024 and June 30, 2024, respectively. Our book-to-bill ratio was 0.65 for the trailing 12 months ended June 30, 2025.

Previous wording

Our OPG operating results increased significantly on higher revenue in the first quarter of 2025 as compared to the corresponding period of the prior year, primarily due to the continuation of international projects that commenced in the fourth quarter of 2024 and improved vessel utilization in the Gulf of Mexico, as well as the reduction in drydock costs and the associated loss of vessel days that impacted the first quarter of 2024.

Current wording

Our OPG operating results for the three- and six-month periods ended June 30, 2025, increased significantly on higher revenue as compared to the corresponding periods of the prior year, primarily due to completion of higher-margin well intervention and well stimulation projects in international locations and improved vessel utilization in the U.S. Gulf of Mexico. For the six-month period ended June 30, 2025, as compared to the corresponding period of the prior year, revenue and margins were also positively impacted by the reduction in drydock costs and the associated loss of vessel days that impacted the first quarter of 2024.

Previous wording

Integrity Management & Digital Solutions. Our IMDS segment provides asset integrity management, corrosion management, inspection and nondestructive testing services, principally to customers in the oil and gas, power generation and petrochemical industries. We perform these services on both onshore and offshore facilities, both topside and subsea. We also provide software, digital and connectivity solutions for the energy industry. Our IMDS operating results and revenue for the first quarter of 2025 were relatively flat as compared to the corresponding period of the prior year.

Current wording

Integrity Management & Digital Solutions. Our IMDS segment provides asset integrity management, corrosion management, inspection and nondestructive testing services, principally to customers in the oil and gas, power generation and petrochemical industries. We perform these services on both onshore and offshore facilities, both topside and subsea. We also provide software, digital and connectivity solutions for the energy industry. Our IMDS operating results increased for the three- and six-month periods ended June 30, 2025, on relatively flat revenue as compared to the corresponding periods of the prior year.

Previous wording

Our ADTech segment operating results for the first quarter of 2025 decreased on relatively flat revenue as compared to the corresponding period of the prior year primarily due to readiness costs for recent contract awards in our defense subsea technologies business.

Current wording

Our ADTech segment operating results for the three- and six-month periods ended June 30, 2025, increased on higher revenue as compared to the corresponding periods of the prior year as work commenced on several recent contract awards resulting in increased activity and margins in our defense subsea technologies business.

Previous wording

Our unallocated operating expenses for the first quarter of 2025 were higher as compared to the corresponding period of the prior year primarily due to increased accruals in 2025 for incentive-based compensation along with higher information technology costs.

Current wording

Our unallocated operating expenses for the three- and six-month periods ended June 30, 2025, were higher as compared to the corresponding periods of the prior year primarily due to increased accruals in 2025 for incentive-based compensation along with higher information technology costs.

Previous wording

Interest income for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 increased primarily due to higher average interest-earning cash balances in the U.S. in 2025.

Current wording

Interest income for the three- and six-month periods ended June 30, 2025 as compared to the three- and six-month periods ended June 30, 2024, increased primarily due to higher average interest-earning cash balances in the U.S. in 2025.

Previous wording

In addition to interest on borrowings, interest expense includes amortization of loan costs and debt discount, benefit from the interest rate swap settlements, and fees for lender commitments under our senior secured revolving credit agreement and standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements. Interest expense for the three months ended March 31, 2025 as compared to the corresponding period of the prior year was relatively flat.

Current wording

In addition to interest on borrowings, interest expense includes amortization of loan costs and debt discount, benefit from the interest rate swap settlements, and fees for lender commitments under our senior secured revolving credit agreement and standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements. Interest expense for the three- and six-month periods ended June 30, 2025 as compared to the corresponding periods of the prior year was relatively flat.

Previous wording

Foreign currency transaction gains and losses are a component of other income (expense), net. In the three-month periods ended March 31, 2025 and 2024, we incurred foreign currency transaction gains (losses) of $1.1 million and $2.2 million, respectively, primarily resulting from foreign currency fluctuations in multiple countries. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations.

Current wording

Foreign currency transaction gains and losses are a component of other income (expense), net. In the three- and six-month periods ended June 30, 2025, we incurred foreign currency transaction gains (losses) of $5.4 million and $6.5 million, respectively, and in the three- and six-month periods ended June 30, 2024, we incurred foreign currency transaction gains (losses) of $1.0 million and $3.2 million, respectively. These gains (losses) primarily resulted from foreign currency fluctuations in multiple countries. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations.

Previous wording

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three-month periods ended March 31, 2025 and 2024 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, and other discrete items. We do not believe a comparison of the effective tax rate for the three-month periods ended March 31, 2025 and 2024 is meaningful. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings.

Current wording

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three- and six-month periods ended June 30, 2025 and 2024 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, and other discrete items. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings.

Previous wording

Our income tax payments for the full year of 2025 are estimated to be in the range of $110 million to $120 million, which includes taxes incurred in countries that impose tax on the basis of in-country revenue, without regard to the profitability of such operations.

Current wording

Our income tax payments for the full year of 2025 are estimated to be in the range of $110 million to $120 million, which includes taxes incurred in countries that impose tax on the basis of in-country revenue, without regard to the profitability of such operations. For information on the recent One Big Beautiful Bill Act and the potential impacts thereof on our tax provision, see Note 10—“Subsequent Event.”

Previous wording

As of March 31, 2025, we had net working capital of $629 million, including cash and cash equivalents of $382 million. Additionally, as of March 31, 2025, we had $215 million of unused commitments through our senior secured revolving credit agreement that we entered into in April 2022 (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”). Availability under the $215 million revolving credit facility (“Revolving Credit Facility”) may be limited by certain financial covenants and the requirement that any borrowing under the Revolving Credit Facility not require the granting of any liens to secure any senior notes issued by us. The indentures governing the 2028 Senior Notes (defined below) generally limit our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures).

Current wording

As of June 30, 2025, we had net working capital of $696 million, including cash and cash equivalents of $434 million. Additionally, as of June 30, 2025, we had $215 million of unused commitments through our senior secured revolving credit agreement that we entered into in April 2022 (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”). Availability under the $215 million revolving credit facility (“Revolving Credit Facility”) may be limited by certain financial covenants and the requirement that any borrowing under the Revolving Credit Facility not require the granting of any liens to secure any senior notes issued by us. The indentures governing the 2028 Senior Notes (defined below) generally limit our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures).

Previous wording

Cash flows for the three months ended March 31, 2025 and 2024 are summarized as follows:

Current wording

Cash flows for the six months ended June 30, 2025 and 2024 are summarized as follows:

Previous wording

Our primary sources and uses of cash flows from operating activities for the three months ended March 31, 2025 and 2024 are as follows:

Current wording

Our primary sources and uses of cash flows from operating activities for the six months ended June 30, 2025 and 2024 are as follows:

Previous wording

The decrease in cash related to accounts receivable and contract assets in the three months ended March 31, 2025 reflects the timing of project milestones and customer payments. The decrease in cash related to inventory in the three months ended March 31, 2025 was primarily due to related increases in our Manufactured Products inventory, exclusive of the $10 million write-down in the first quarter of 2025 associated with our theme park ride business. The decrease in cash related to current liabilities in the three months ended March 31, 2025 reflects the timing of vendor payments and payout of incentive compensation accruals.

Current wording

The decrease in cash related to accounts receivable and contract assets in the six months ended June 30, 2025 reflects the timing of project milestones and customer payments. The decrease in cash related to inventory in the six months ended June 30, 2025, was primarily due to related increases in our Manufactured Products inventory, exclusive of the $13 million write-down in the six months ended June 30, 2025 associated with our theme park ride business. The decrease in cash related to current liabilities in the six months ended June 30, 2025 reflects the timing of vendor payments and payout of incentive compensation accruals.

Previous wording

Our capital expenditures of $26 million during the first three months of 2025 were flat as compared to $26 million in the first three months of 2024. In 2025, we expect our organic capital expenditures to total between $115 million to $120 million, exclusive of business acquisitions, which we expect to fund using our available cash.

Current wording

Our capital expenditures of $56 million during the first six months of 2025 increased as compared to $48 million in the first six months of 2024, primarily due to higher capital expenditures in our Subsea Robotics for ROV upgrades and replacements, as well as in our OPG segment. These increases were partially offset by lower expenditures in our Manufactured Products segment. In 2025, we expect our organic capital expenditures to total between $115 million to $120 million, exclusive of business acquisitions, which we expect to fund using our available cash.

Previous wording

In the three months ended March 31, 2025 and 2024, we used $15.6 million and $7.5 million, respectively, of cash in financing activities primarily due to the repurchase of approximately 0.5 million shares of our common stock for approximately $10 million in the three months ended March 31, 2025, and payment of tax withholding related to vesting of stock awards.

Current wording

In the six months ended June 30, 2025 and 2024, we used $26 million and $7.0 million, respectively, of cash in financing activities primarily due to the repurchase of approximately 1.0 million shares of our common stock for approximately $20 million in the six months ended June 30, 2025, and payment of tax withholding related to vesting of stock awards in 2025 and 2024.

Previous wording

In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”) and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028 Senior Notes”). As of March 31, 2025, we had long-term debt in the principal amount of $500 million outstanding consisting of our 2028 Senior Notes We pay interest on the 2028 Senior Notes on February 1 and August 1 of each year, and the 2028 Senior Notes are scheduled to mature on February 1, 2028. In the three months ended March 31, 2025 and 2024, we did not repurchase or redeem any of the 2028 Senior Notes. For more on the 2028 Senior Notes, see Note 6—”Debt” in the Notes to Consolidated Financial Statements included in this quarterly report.

Current wording

In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”) and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028 Senior Notes”). As of June 30, 2025, we had long-term debt in the principal amount of $500 million outstanding consisting of our 2028 Senior Notes. We pay interest on the 2028 Senior Notes on February 1 and August 1 of each year, and the 2028 Senior Notes are scheduled to mature on February 1, 2028. In the six months ended June 30, 2025 and 2024, we did not repurchase or redeem any of the 2028 Senior Notes. For more on the 2028 Senior Notes, see Note 6—”Debt” in the Notes to Consolidated Financial Statements included in this quarterly report.

Previous wording

Share Repurchase Program. In December 2014, our Board of Directors approved a share repurchase program under which we may repurchase up to 10 million shares of our common stock on a discretionary basis. Under this program, which has no expiration date, we repurchased 2.0 million shares of our common stock for approximately $100 million in 2015. We did not repurchase any shares from January 2016 through August 2024. In the year ended December 31, 2024, we repurchased approximately 0.8 million shares for approximately $20 million. During the three-month period ended March 31, 2025, we repurchased approximately 0.5 million shares for approximately $10 million. From the inception of this program through March 31, 2025, we have repurchased approximately 3.3 million shares of our common stock for a total cost of approximately $130 million. As of March 31, 2025, we retained 10 million of the shares we had repurchased through this and a prior repurchase program. We account for the shares we hold in treasury under the cost method, at average cost. The timing and amount of any future repurchases will be determined by our management. We expect that any additional shares repurchased under the plan will be held as treasury stock for possible future use. The plan does not obligate us to repurchase any particular number of shares.

Current wording

Share Repurchase Program. In December 2014, our Board of Directors approved a share repurchase program under which we may repurchase up to 10 million shares of our common stock on a discretionary basis. Under this program, which has no expiration date, we repurchased 2.0 million shares of our common stock for approximately $100 million in 2015. We did not repurchase any shares from January 2016 through August 2024. In the year ended December 31, 2024, we repurchased approximately 0.8 million shares for approximately $20 million. During the six-month periods ended June 30, 2025, we repurchased approximately 1.0 million shares for approximately $20 million. From the inception of this program through June 30, 2025, we have repurchased approximately 3.8 million shares of our common stock for a total cost of approximately $141 million. As of June 30, 2025, we retained 11 million of the shares we had repurchased through this and a prior repurchase program. We account for the shares we hold in treasury under the cost method, at average cost. The timing and amount of any future repurchases will be determined by our management. We expect that any additional shares repurchased under the plan will be held as treasury stock for possible future use. The plan does not obligate us to repurchase any particular number of shares.