OCEANEERING INTERNATIONAL INC

Previous wording

•increased costs and other effects of tariffs imposed by the United States (“U.S.”) government, and any effects on trading relationships among the U.S. and other countries;

Current wording

•increased costs and other effects of tariffs imposed by the U.S. government, and any effects on trading relationships among the U.S. and other countries;

Previous wording

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements and will recognize the income tax effects in the consolidated financial statements beginning in the period in which the OBBBA was signed into law.

Current wording

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions that impact the timing and magnitude of certain tax deductions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We have incorporated the provisions that were effective during the third quarter of 2025 and assessed that the impacts did not have a material impact on our consolidated financial statements. We continue to assess any future impacts on our consolidated financial statements and will recognize the income tax effects beginning in the period in which they are effective.

Previous 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.

Current wording

Since the initial U.S. government announcement regarding tariffs in April 2025, the U.S. government has subsequently announced and modified, delayed or 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 and retaliatory tariffs remain uncertain pending their implementation.

Previous 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.

Current wording

Our operating income for the three- and nine-month periods ended September 30, 2025, was $87 million and $239 million, respectively, as compared to $71 million and $168 million, respectively, for the corresponding periods of the prior year. Our improved operating results for the three-month period ended September 30, 2025, are primarily the result of the ongoing conversion of higher-quality backlog in Manufactured Products, a continued favorable project mix and strong vessel utilization in our Offshore Projects Group (“OPG”), sustained resilience of our Subsea Robotic’s average revenue per day utilized and continued progression in our Aerospace and Defense Technologies (“ADTech”) segment, as they onboard personnel and subcontractors to support large-scale programs. Compared to the corresponding period of the prior year, the consolidated first nine months of 2025 operating results were 42% higher on a 9% increase in revenue driven primarily by strong performances from our OPG and Subsea Robotics segments. Our diluted earnings (loss) per share for the three- and nine-month periods ended September 30, 2025 increased to $0.71 and $1.74, respectively, as compared to $0.40 and $0.89, respectively, for the corresponding periods of the prior year, due to our improved operating results coupled with a lower effective tax rate.

Previous wording

During the six-month period ended June 30, 2025, our cash balance declined. We utilized $3.5 million in operating activities, $23 million for maintenance capital expenditures, $33 million for growth capital expenditures and $20 million for the repurchases of shares of our common stock. These uses of cash were partially offset by a $18 million increase resulting from the effect of exchange rates. Collectively, these factors contributed to a $63 million reduction in our cash balance during the first six months of 2025.

Current wording

During the nine-month period ended September 30, 2025, our cash balance increased $8.5 million. We generated $98 million from operating activities, a $15 million increase resulting from the effect of exchange rates and $8.1 million primarily from the sale of a vessel. Partially offsetting these increases were $49 million used for maintenance capital expenditures, $32 million used for growth capital expenditures and $30 million for the repurchases of shares of our common stock.

Previous 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.

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 nine months 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

The primary focus of our Energy business is to deliver solutions for our customers, utilizing our core competencies, to provide services and products for offshore energy operations and subsea completions. Despite recent macroeconomic uncertainty, including as a result of U.S. tariff policy and retaliatory tariffs, we believe that ongoing global demand for energy will continue to benefit our Energy business. We are also focused on deploying our capabilities to grow our business primarily in integrity management, survey services and mobile robotics.

Current wording

The primary focus of our Energy business is to deliver solutions for our customers, utilizing our core competencies, to provide services and products for offshore energy operations and subsea completions. Despite recent macroeconomic uncertainty, including as a result of U.S. tariff policy and retaliatory tariffs, we believe that ongoing global demand for energy will continue to benefit our Energy business. We are also focused on deploying our capabilities to grow our business and increase profitability primarily in integrity management, survey services and mobile robotics.

Previous 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.

Current wording

Subsea Robotics operating income and revenue for the three-month period ended September 30, 2025, was relatively flat as compared to the corresponding periods of the prior year, primarily as a result of higher average revenue per day in 2025 partially offset by a decrease in days utilized. Subsea Robotics operating income for the nine-month period ended September 30, 2025, increased on higher revenue primarily as a result higher average revenue per day in 2025 partially offset by a decrease in days utilized.

Previous 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.

Current wording

Fleet utilization was 65% in the three-month period ended September 30, 2025 as compared to 69% for the three-month period ended September 30, 2024, resulting from a decrease in ROV days utilized when compared to the corresponding period in the prior year. Fleet utilization was slightly lower at 66% for the nine-month period ended September 30, 2025, as compared to 67% for the corresponding period of the prior year. Our ROV fleet use during the nine-month period ended September 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 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.

Current wording

Our Manufactured Products operating results for the three-month period ended September 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 umbilical manufacturing plants, along with improved pricing in our valve and clamp businesses. Our Manufactured Products operating results for the nine-month period ended September 30, 2025, increased on higher revenue as compared to the corresponding period of the prior year primarily due to increased activity in our energy-related businesses and execution of higher-margin backlog through our umbilical manufacturing plants, partially offset by an inventory reserve of $13 million recorded in the first nine months of 2025 related to our theme park ride business.

Previous 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.

Current wording

Our Manufactured Products backlog was $568 million as of September 30, 2025 compared to $604 million and $671 million as of December 31, 2024 and September 30, 2024, respectively. Our book-to-bill ratio was 0.82 for the trailing 12 months ended September 30, 2025.

Previous wording

•subsea installation and intervention, including riserless light well intervention (“RLWI”) services, inspection, maintenance and repair (“IMR”) services, principally in the U.S. Gulf of Mexico and offshore Angola, utilizing owned and chartered vessels;

Current wording

•subsea installation and intervention, including riserless light well intervention (“RLWI”) services, inspection, maintenance and repair (“IMR”) services, principally in the U.S. Gulf of Mexico and offshore Africa, utilizing owned and chartered vessels;

Previous 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.

Current wording

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

Previous wording

We have several deepwater vessels under a mix of short-term charters where we can see firm workload and spot charters as market opportunities arise. We have a total of six long-term charters at June 30, 2025: one that began in 2024, two that began in 2023, and three that began in 2022. These charters have staggered maturity dates with none extending past the first quarter of 2027. Depending on market conditions, we may add additional chartered vessels throughout the year to align with our strategy that balances vessel cost, availability and capability to capture work. We expect to do this through the continued utilization of a mix of short-term, spot and long-term charters.

Current wording

We have several deepwater vessels under a mix of short-term charters where we can see firm workload and spot charters as market opportunities arise. We have a total of six long-term charters at September 30, 2025: one that began in 2024, two that began in 2023, and three that began in 2022. We signed extensions for three of these long-term vessel charters in the third quarter of 2025. These charters have staggered maturity dates with one expiring in the fourth quarter of 2025 that we do not currently plan to renew and none extending past the first quarter of 2029. Depending on market conditions, we may add additional chartered vessels throughout the year to align with our strategy that balances vessel cost, availability and capability to capture work. We expect to do this through the continued utilization of a mix of short-term, spot and long-term charters.

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 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.

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 nine-month periods ended September 30, 2025, on lower and relatively flat revenue, respectively, as compared to the corresponding periods of the prior year, primarily due to the absence of a one-time, non-cash charge associated with the divestiture of our Maritime Intelligence division in September 2024.

Previous wording

Revenue, gross margin and operating income (loss) information for our ADTech segment are as follows:

Current wording

Revenue and operating income (loss) information for our ADTech segment are as follows:

Previous 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.

Current wording

Our ADTech segment operating results for the three- and nine-month periods ended September 30, 2025, increased on higher revenue as compared to the corresponding periods of the prior year primarily due to increased activity and margins in our defense subsea technologies business and the absence of a reserve taken during the second quarter of 2024 for a contract dispute.

Previous 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.

Current wording

Our unallocated operating expenses for the three- and nine-month periods ended September 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- 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.

Current wording

Interest income for the three- and nine-month periods ended September 30, 2025 as compared to the three- and nine-month periods ended September 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- and six-month periods ended June 30, 2025 as compared to the corresponding periods 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 nine-month periods ended September 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- 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.

Current wording

Foreign currency transaction gains and losses are a component of other income (expense), net. In the three- and nine-month periods ended September 30, 2025, we incurred foreign currency transaction gains (losses) of $(1.0) million and $5.5 million, respectively, and in the three- and nine-month periods ended September 30, 2024, we incurred foreign currency transaction gains (losses) of $0.4 million and $3.7 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- 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.

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 nine-month periods ended September 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

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).

Current wording

As of September 30, 2025, we had net working capital of $738 million, including cash and cash equivalents of $506 million. Additionally, as of September 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 six months ended June 30, 2025 and 2024 are summarized as follows:

Current wording

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

Previous 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:

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

In the nine months ended September 30, 2025 and 2024, we used $69 million and $63 million, respectively, in net investing activities, primarily due to capital expenditures. Our capital expenditures of $81 million during the first nine months of 2025 increased as compared to $73 million in the first nine months of 2024, primarily due to higher capital expenditures in our Subsea Robotics for ROV upgrades and replacements, as well as for additional capabilities and growth 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 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.

Current wording

In the nine months ended September 30, 2025 and 2024, we used $36 million and $17 million, respectively, in financing activities primarily due to the repurchase of approximately 1.4 million shares of our common stock for approximately $30 million in the nine months ended September 30, 2025, and approximately 0.4 million shares of our common stock for approximately $10 million in the nine months ended September 30, 2024, along with 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 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.

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 September 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 nine months ended September 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 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.

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 nine-month periods ended September 30, 2025, we repurchased approximately 1.4 million shares for approximately $30 million. From the inception of this program through September 30, 2025, we have repurchased approximately 4.2 million shares of our common stock for a total cost of approximately $151 million. As of September 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.