OCEANEERING INTERNATIONAL INC
For the period ended Dec 31, 2025. Filed Feb 20, 2026.
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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 20, 2026
OII$34.24+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-24.
0000073756-25-000016
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-20.
0000073756-26-000016
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 116 previous paragraphs and 114 current paragraphs.
54 unchanged; 44 reworded; 14 added; 17 removed; 1 previous and 2 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 (14)
Current report
During the year ended December 31, 2025, our cash balance increased $191 million as compared to December 31, 2024. We generated $319 million from operating activities, along with a $14 million cash increase as a result of favorable movements in exchange rates, and the sale of a vessel in 2025 for $8.9 million. Partially offsetting these increases were $57 million maintenance capital expenditures, $54 million of growth capital expenditures and $40 million for repurchases of shares of our common stock.
Current report
In 2026, we expect ADTech to be our primary growth engine, supported by our existing backlog and increased spending across defense and government markets. We anticipate results in our energy-focused businesses to be weighted towards the second half of the year as offshore activity improves.
Current report
In our defense business, we expect another strong year supported by sustained U.S. prioritization of maritime security, unmanned systems, and industrial-base modernization. Domestically, we see steady activity across subsea critical infrastructure protection, unmanned maritime systems, and submarine sustainment. Internationally, rising geopolitical tensions and increased allied spending continue to expand opportunities for our autonomous underwater vehicles (“AUVs”), resident systems, and subsea monitoring solutions.
Current report
Based on our 2025 year-end backlog conversion, anticipated 2026 order intake and current market fundamentals, we project that our 2026 consolidated revenue will increase. For 2026, we project revenue growth in our ADTech. Subsea Robotics and IMDS segments, driven by our expectations for continued pricing progression and favorable year over year project mix. We forecast operating income growth for all of our segments, except for OPG. We will continue to prioritize safety and quality, while maintaining disciplined portfolio management and capital allocation.
Current report
For our Subsea Robotics segment, we expect slightly improved revenue and relatively flat operating income in 2026 based on stable pricing for ROVs, increased volume in Tooling and improved results in our Survey business.
Current report
We expect improvements in operating income on slightly lower revenue in our Manufactured Products segment in 2026, primarily due to the continued conversion of our existing backlog in energy products and benefits from cost reductions enacted in 2025 in our non-energy product lines. Our Manufactured Products backlog was $511 million as of December 31, 2025.
Current report
We expect revenue and operating income for our OPG segment to decrease significantly in 2026 due to lower activity levels in the U.S. Gulf and West Africa, partially offset by higher activity levels in the Caspian and Middle East regions and Brazil.
Current report
We anticipate our 2026 operating income for IMDS will improve significantly on higher revenue, with growth opportunities in digital and engineering services.
Current report
Fleet utilization was 65% in the year ended December 31, 2025, as compared to 67% for the year ended December 31, 2024, resulting primarily from a decrease in ROV days utilized when compared to the corresponding period in the prior year, based on lower market activity. Our ROV fleet use during the year ended December 31, 2025, was 64% in drill support and 36% in vessel-based activity, as compared to 65% in drill support and 35% in vessel-based activity in the prior year. For each of the periods presented, we had a fleet of 250 work-class ROVs.
Current report
Manufactured Products. For the year ended December 31, 2025, our Manufactured Products revenue and operating income increased, as compared to 2024, primarily due to increased activity in our energy-related businesses, execution on higher-margin backlog through our umbilical manufacturing plants and growth in our Grayloc business, partially offset by an inventory reserve of $13 million recorded in 2025 related to our theme park ride business.
Current report
Offshore Projects Group. Our OPG operating income for the year ended December 31, 2025 increased as compared to 2024, on higher revenue primarily due to an improved mix of well intervention and installation work in the U.S. Gulf, along with a reduction in drydock expense and the associated loss of vessel days that impacted the first quarter of 2024, partially offset by a reduction in international activity.
Current report
For the year ended December 31, 2025, compared to 2024, our ADTech segment operating income increased on higher revenue, primarily due to increased activity and margins in our Oceaneering Technologies (“OTECH”) and Marine Services Division, along with additional expenses and a reserve related to a contract dispute that were taken in 2024 and reversed in 2025 due to a subsequent change in estimate. Partially offsetting these increases were lower activity levels in our Oceaneering Space Systems businesses.
Current report
As previously disclosed, we are in discussions with an ADTech customer regarding a contract dispute. The dispute is not currently the subject of pending litigation, and the amount of any loss or other damages, if any, arising from the dispute will depend on multiple factors.
Current report
As of December 31, 2025, we continue to recognize a valuation allowance on certain identified deferred tax assets in the U.S. and non-U.S. jurisdictions where we believe that it is not more-likely-than-not that we would be able to realize the benefits of those specific deferred tax assets. In the U.S., a valuation allowance of $35 million was maintained against the deferred tax assets for U.S. federal foreign tax credit carryovers with a limited carryforward period. In several non-US jurisdictions, a valuation allowance of $451 million was maintained against deferred tax assets that the Company continues to believe are not more-likely-than-not to be realized. We will continue to monitor the need for a valuation allowance against its deferred tax assets and record adjustments as appropriate in future periods.
Removed paragraphs (17)
Previous report
We are expecting increased revenue and operating income in 2025 as compared to 2024 for each of our operating segments, led by Subsea Robotics, Manufactured Products and ADTech. We are expecting sequential improvement in our 2025 operating results as compared to 2024 based on our expectations for continued improvement in pricing and margins in our energy-focused businesses and improved margins in our government-focused businesses.
Previous report
We expect improved results in our Subsea Robotics segment in 2025 based on continued pricing momentum and similar activity levels in our ROV business. Results for tooling-based services are expected to generally follow ROV days utilized and our survey businesses are expected to improve.
Previous report
We expect our Manufactured Products segment operating results in 2025 to improve on increased revenue, primarily based on 2022 through 2024 order intake in our energy businesses. We believe results will improve on increased conversion of the higher margin backlog activity in our energy businesses compared to 2024 and improved performance in our non-energy products. Our Manufactured Products backlog was $604 million as of December 31, 2024.
Previous report
We expect operating results for our OPG segment to improve in 2025 due to increased international activity and an increase in higher margin intervention and installation projects. We also expect no major vessel dry dock costs and improved vessel utilization in 2025.
Previous report
We anticipate our 2025 operating results for IMDS will improve due to higher revenue from enhanced contract terms. Additionally, we anticipate results in 2025 will improve compared to 2024 as a result of a loss recorded in
Previous report
2024 from the sale of our Maritime Intelligence business.
Previous report
Effects of Inflation and Changing Prices
Previous report
In order to minimize the negative impact of inflation on our operations, we attempt to cover the increased cost of anticipated changes in labor, material and service costs, either through an estimate of those changes, which we reflect in the original price, or through price escalation clauses in our contracts. Our ability to manage inflation going forward is dependent in part on our continued ability to obtain price escalation clauses in our contracts. While headline inflation was relatively low in 2024, future changes in the rate of inflation could have a material impact on our results in the future, including if we are unable to reflect such anticipated inflation in the original price.
Previous report
Manufactured Products. For the year ended December 31, 2024, our Manufactured Products revenue and operating results increased, as compared to 2023. Revenue increased primarily due to strong order intake in 2023 and 2022 leading to increased activity in 2024, particularly for our energy-related businesses. Operating income increased for the year ended December 31, 2024, as compared to the prior year, primarily due to increased activity in energy-related businesses partially offset by lower margins in our mobile robotics businesses reflecting costs from our nascent autonomous transport systems projects along with losses incurred in our entertainment systems business.
Previous report
Offshore Projects Group. Our OPG operating results for the year ended December 31, 2024 increased as compared to 2023, on higher revenue primarily due to increased activity levels in West Africa and Gulf of Mexico regions partially offset by reduced volume in the Middle East and Asia-Pacific regions.
Previous report
For the year ended December 31, 2024, compared to 2023, our ADTech segment operating results decreased on increased levels of revenue. While ADTech experienced increased activity in our defense subsea technologies business, this increase was offset by a reserve taken during the second quarter of 2024 for a contract dispute and lower activity levels in our space systems business.
Previous report
During the twelve-month period ended December 31, 2023, we received refunds of $23 million, including interest of $1.7 million, which was recorded as a tax benefit under the U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
Previous report
These outlays were partially offset in 2023 by $7.8 million of proceeds received from the sale of various assets and $6.2 million of cash proceeds from the maturity of our Angolan bonds on September 1, 2023.
Previous report
In 2023 we used $227 million of cash in financing activities primarily due to payment of $400 million outstanding principal amount of the 2024 Senior Notes, partially offset by receipt of $178 million in net proceeds from the offering of the New 2028 Senior Notes (defined below). In 2023, we used $5.0 million of cash in financing activities primarily due to payment of tax withholding related to vesting of stock awards.
Previous report
As of December 31, 2024, we had long-term debt in the principal amount of $500 million outstanding and $215 million of unused commitments under our Revolving Credit Agreement. On September 20, 2023, we entered into an Agreement and Amendment No. 1 to the Revolving Credit Agreement which extended the maturity of the commitments thereunder to April 8, 2027. As of December 31, 2024, we were in compliance with all the covenants set forth in the credit agreement governing the Revolving Credit Agreement.
Previous report
2024 Senior Notes. In November 2014, we completed the public offering of $500 million aggregate principal amount of 4.650% Senior Notes due 2024. We paid interest on the 2024 Senior Notes on May 15 and November 15 of each year. While the 2024 Senior Notes were scheduled to mature on November 15, 2024, prior to such maturity we repurchased $312 million principal amount of the 2024 Senior Notes on October 2, 2023, in the Tender Offer (as defined below), and we redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior Notes at par on the Redemption Date, November 2, 2023. As of December 31, 2023, there were no 2024 Senior Notes outstanding.
Previous report
We had two interest rate swaps in place relating to a total of $200 million of the 2024 Senior Notes for the period to November 2024. In March 2020, we settled both interest rate swaps with the counterparty for cash proceeds of $13 million. The settlement resulted in a $13 million increase to our long-term debt balance that was being amortized as a reduction to interest expense prospectively through the maturity date for the 2024 Senior Notes using the effective interest method. Upon retirement of the 2024 Senior Notes, we wrote off the related unamortized interest rate swaps and debt issuance cost balances. We amortized $4.4 million to interest expense, including $2.7 million for the pro-rata write-off of interest rate swap settlement gains associated with the 2024 Senior Notes repurchases discussed above, for the year ended December 31, 2023. See Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this report for a description of these interest rate swaps.
Reworded paragraphs (44)
Previous wording
The following information should be read in conjunction with the information contained in “Part I. Item 1. Business,” “Part I. Item 1A. Risk Factors” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data” elsewhere in this annual report on Form 10-K. For management's discussion and analysis of our financial condition and results of operations for fiscal year 2023 as compared to fiscal year 2022, please refer to Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 23, 2024.
Current wording
The following information should be read in conjunction with the information contained in “Part I. Item 1. Business,” “Part I. Item 1A. Risk Factors” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data” elsewhere in this annual report on Form 10-K. For management's discussion and analysis of our financial condition and results of operations for fiscal year 2024 as compared to fiscal year 2023, please refer to Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on February 24, 2025 and March 4, 2025, respectively.
Previous wording
We are committed to the research and development of products and services designed to assist our Energy business (defined below) customers in producing energy safely and securely, with decreased risk to humans and marine life, and reduced environmental impacts. For example, we established our first Onshore Remote Operation Center (“OROC”) in Norway in 2015 and have since set up additional dedicated sites in the United States (“U.S.”). OROCs enable customers to reduce their carbon footprint by relocating offshore workers to onshore control centers, thereby enhancing human health and safety, fostering greater collaboration and enabling faster responses to real-time events.
Current wording
We are committed to the research and development of products and services designed to assist our Energy business (defined below) customers in producing energy safely and securely, with decreased risk to humans and marine life, and reduced environmental impacts. For example, we established our first Onshore Remote Operation Center (“OROC”) in Norway in 2015 and have since set up additional dedicated sites in the United States (“U.S.”), Brazil and United Kingdom (“U.K.”) OROCs enable customers to reduce their carbon footprint by relocating offshore workers to onshore control centers, thereby enhancing human health and safety, fostering greater collaboration and enabling faster responses to real-time events.
Previous wording
The table that follows sets out our revenue and operating results for 2024 and 2023.
Current wording
The table that follows sets out our revenue and operating income for 2025 and 2024.
Previous wording
Our business segments are contained within two businesses—services and products provided primarily to the oil and gas industry and, to a lesser extent, the offshore renewables and mobility solutions industry, among others (“Energy”) and services and products provided to non-energy industries (“Aerospace and Defense Technologies” or “ADTech”). Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, Offshore Projects Group (“OPG”) and Integrity Management & Digital Solutions (“IMDS”). We report our Aerospace and Defense Technologies business as one segment. Unallocated Expenses are expenses not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock and bonuses, as well as other general expenses, including corporate administrative expenses.
Current wording
We operate in five business segments. Our business 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” or “ADTech”). Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, Offshore Projects Group (“OPG”) and Integrity Management & Digital Solutions (“IMDS”). We report our ADTech business as one segment. Our Unallocated Expenses are expenses not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses, including corporate administrative expenses.
Previous wording
Our business primarily depends on the level of spending on offshore developments and related operating activities by our customers in the energy industry. Compared to 2024, our 2023 revenue increased 10% to $2.7 billion, with revenue growth in all of our operating segments. Consistent with the prior year, we generated a substantial majority of our revenue from services and products we provided to the energy industry in 2024. Consolidated operating income improved during 2024 as compared to 2023 with declines in our IMDS and ADTech segments being more than offset by increases in all other segments.
Current wording
Our business primarily depends on the level of spending on offshore developments and related operating activities by our customers in the energy industry. Compared to 2024, our 2025 revenue increased 5% to $2.8 billion, with revenue growth in all of our operating segments, except IMDS. Consistent with the prior year, we generated a substantial majority of our revenue from services and products we provided to the energy industry in 2025. Consolidated operating income improved during 2025 as compared to 2024 with increases in all of our segments.
Previous wording
We had operating income of $246 million in 2024 and operating income of $181 million in 2023. In 2024, on a consolidated level, we had net income of $147 million, or diluted earnings of $1.44 per share, compared to net income of $97 million, or diluted earnings of $0.95 per share, in 2023. The increases in 2024 operating income and net income as compared to 2023 were primarily due to higher revenue in all of our segments as a result of increased activity in energy markets and related growth in our energy businesses. All of our segments, except for IMDS and ADTech, achieved improved sequential annual operating results, led by our Subsea Robotics segment.
Current wording
We had operating income of $305 million in 2025 and operating income of $246 million in 2024. In 2025, on a consolidated level, we had net income of $354 million, or diluted earnings of $3.49 per share, compared to net income of $147 million, or diluted earnings of $1.44 per share, in 2024. The increases in 2025 operating income as compared to 2024 were primarily due to higher revenue in all of our segments, except for IMDS, as a result of the realization of improved pricing in energy markets and growth in our energy businesses. The increase in net income and diluted earnings per shares in 2025 as compared to 2024, was due to increased operating income, along with an income tax benefit resulting primarily from the release of U.S. valuation allowances. All of our segments achieved improved sequential annual operating income, led by our Manufactured Products segment.
Previous wording
We use our ROVs to provide drill support, vessel-based inspection, maintenance and repair, subsea hardware installation, construction, and pipeline inspection services to customers in the energy industry. Most of our ROVs have historically been used to provide drill support services. Therefore, the contracted number of floating drilling rigs is a leading market indicator for this business. The following table shows average floating rigs under contract and our ROV utilization.
Current wording
We use our ROVs to provide drill support, vessel-based IMR, subsea hardware installation, construction, and pipeline inspection services to customers in the energy industry. Most of our ROVs have historically been used to provide drill support services. Therefore, the contracted number of floating drilling rigs is a leading market indicator for this business. The following table shows average floating rigs under contract and our ROV utilization.
Previous wording
Demand for floating rigs is a leading indicator of the strength of the deepwater market. According to comprehensive industry data compiled and published by a leading provider of financial data and market intelligence, excluding rigs under construction, at the end of 2024 there were 192 floating drilling rigs in operation or available for work throughout the world, with 142 of those rigs under contract. The average contracted offshore floating rig count in 2024 was essentially flat at approximately 146 rigs.
Current wording
Demand for floating rigs is a leading indicator of the strength of the deepwater market. According to comprehensive industry data compiled and published by a leading provider of financial data and market intelligence, excluding rigs under construction, at the end of 2025 there were 186 floating drilling rigs in operation or available for work throughout the world, with 136 of those rigs under contract. The average contracted offshore floating rig count in 2025 decreased by 6.2% to approximately 137 rigs.
Previous wording
2025 financial results are expected to improve year-over-year, based on 2024 year-end backlog and ongoing supportive market fundamentals. The number of subsea tree orders and installations is a leading indicator and is the primary demand driver for our Manufactured Products lines. According to data published by a world-leading analysis and consultancy company for the energy sector in December 2024, there are projected to be 285 tree awards and 349 subsea tree installations in 2025, compared to 216 tree awards and 330 installations in 2024 and 239 tree awards and 291 installations in 2023.
Current wording
For our energy-focused businesses, we expect 2026 financial results to reflect a global oil market that remains oversupplied through the early part of the year, with gradual tightening as the year progresses and as demand continues to rise. The number of subsea tree orders and installations is a leading indicator and is the primary demand driver for our Manufactured Products lines. According to data published by a world-leading analysis and consultancy company for the energy sector in December 2025, there are projected to be 306 tree awards and 370 subsea tree installations in 2026, compared to 190 tree awards and 343 installations in 2025 and 218 tree awards and 296 installations in 2024.
Previous wording
We project our ADTech 2025 operating results to be higher on increased revenue as compared to 2024. We anticipate growth in all three of our government-focused businesses.
Current wording
We project our ADTech 2026 operating income to increase on significantly higher revenue as compared to 2025, driven by growth in all three of our government-focused businesses.
Previous wording
For 2025, we anticipate Unallocated Expenses to average approximately $45 million per quarter, with the year-over year increase primarily due to the planned implementation of our new enterprise resource planning (“ERP”) system.
Current wording
For 2026, we anticipate Unallocated Expenses to average approximately $50 million per quarter, with the year-over year increase primarily due to higher costs associated with wage inflation, increased information technology costs, and foreign exchange impacts.
Previous wording
We believe we are the world's largest provider of work-class ROV services and, generally, this business segment has been the largest contributor to our Energy business operating income. Our ROV business, within our Subsea Robotics segment, reflects the utilization percentages, fleet sizes and average pricing in the respective periods. Our ROV tooling provides an additional operational interface between an ROV and equipment located subsea. Our survey services business provides survey and positioning, and geoscience services. The following table presents revenue from ROV services as a percentage of total Subsea Robotics revenue:
Current wording
Subsea Robotics. We believe we are the world's largest provider of work-class ROV services and this business segment is the largest contributor to our Energy business operating income. Our ROV business, within our Subsea Robotics segment, reflects the utilization percentages, fleet sizes and average pricing in the respective periods. Our ROV tooling provides an additional operational interface between an ROV and equipment located subsea. Our survey services business provides survey, positioning and geoscience services. The following table presents revenue from ROV services as a percentage of total Subsea Robotics revenue:
Previous wording
For the year ended December 31, 2024, our Subsea Robotics operating income increased as compared to 2023, on higher revenue, as a result of higher average revenue per day for our ROV business and increased activity for tooling that more than offset lower activity levels. We had a slight decrease in days on hire that included a year-over-year increase in drill support days offset by a decrease in vessel support days.
Current wording
For the year ended December 31, 2025, our Subsea Robotics operating income increased as compared to 2024, on higher revenue, as a result of higher average revenue per day for our ROV business and increased pricing and volume for tooling on our existing ROV contracts. Partially offsetting these increases were decreased activity levels in our survey business primarily due to drydocking of our survey vessel in 2025. We had lower days on hire for the year ended December 31, 2025, as compared to 2024, that included a year-over-year decrease in drill support days in the first half of 2025 and relatively flat vessel support days.
Previous wording
Our Manufactured Products backlog was $604 million as of December 31, 2024, a $18 million, or 3%, decrease from December 31, 2023. Our book-to-bill ratio was 0.97 for the year ended December 31, 2024, as compared with a book-to-bill ratio of 1.31 for the year ended December 31, 2023.
Current wording
Our Manufactured Products backlog was $511 million as of December 31, 2025, a $93 million, or 15%, decrease from December 31, 2024. Our book-to-bill ratio was 0.84 for the year ended December 31, 2025, as compared with a book-to-bill ratio of 0.97 for the year ended December 31, 2024.
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. During the second quarter of 2023, we entered into three new long-term charters for deepwater vessels, two of which began in the third and fourth quarters of 2023 and the other that began in the first quarter of 2024. Additionally, we have three long-term charters that began in 2022. With the current 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 five long-term charters as of December 31, 2025: one that began in 2024, two that began in 2023, and two that began in 2022. We signed extensions in the third quarter of 2025 for three of these long-term vessel charters that began in the first quarter of 2026. These charters have staggered maturity dates with 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. For the year ended December 31, 2024, compared to 2023, our IMDS operating results decreased despite higher revenue. Revenue was higher primarily due to increases in our integrity management business primarily due to increased work scope on international projects. The decrease in operating income was primarily due to a one-time, noncash charge associated with the divestiture of our Maritime Intelligence division in September 2024.
Current wording
Integrity Management & Digital Solutions. For the year ended December 31, 2025, compared to 2024, our IMDS operating income increased on lower revenue, 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
Our unallocated expenses for the year ended December 31, 2024 increased compared to 2023, primarily due to higher information technology costs including increased cybersecurity protection costs.
Current wording
Our unallocated expenses for the year ended December 31, 2025 increased compared to 2024, primarily due to higher accruals in 2025 for incentive-based compensation, along with increased information technology costs.
Previous wording
Interest income for the year ended December 31, 2024 as compared to 2023, decreased primarily due to a lower average cash balance in 2024, along with a different geographic mix for our cash balances.
Current wording
Interest income for the year ended December 31, 2025 as compared to 2024, increased primarily due to higher average interest-earning cash balances 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 fees for standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements. Interest expense was higher in the year ended December 31, 2024 as compared to 2023, primarily due to the benefit in 2023 resulting from the amortization of $4.4 million of interest expense for our interest rate swaps, including $2.7 million for the pro-rata write-off of interest rate swap settlement gains, associated with the 4.650% Senior Notes due in 2024. We have not capitalized interest since 2019; however, we do anticipate capitalizing interest beginning in 2025 related to the planned implementation of our new ERP system.
Current wording
In addition to interest on borrowings, interest expense includes amortization of loan costs and debt discount, 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 was relatively flat in the year ended December 31, 2025 as compared to 2024. We recorded capitalized interest of $0.4 million beginning in 2025 related to the planned implementation of our new ERP system.
Previous wording
Foreign currency transaction gains and losses are a component of other income (expense), net for the year ended December 31, 2024. In the year ended December 31, 2024 and 2023, we incurred foreign currency transaction gains (losses) of $0.9 million and less than $(0.1) million, respectively. 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 year ended December 31, 2025 and 2024, we incurred foreign currency transaction gains (losses) of $2.8 million and $0.9 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 twelve-month periods ended December 31, 2024 and 2023 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 twelve-month periods ended December 31, 2024 and 2023, 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 twelve-month periods ended December 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 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
We establish valuation allowances for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future. Based on the available positive and negative evidence, including historical and forecasted earnings, we believe it is more likely than not that the deferred tax assets in several non-U.S. jurisdictions will be realized. Accordingly, during the twelve-month periods ended December 31, 2024, we partially released valuation allowances for the deferred tax assets that we believe are more likely than not to be realized. In accordance with applicable accounting standards, the valuation allowance decreased by $23 million in 2024 and $21 million in 2023.
Current wording
We establish valuation allowances for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future. Based on the available positive and negative evidence, including a trend of positive earnings, realization of deferred tax assets, projections of future taxable income in the U.S. and several non-U.S. jurisdictions, and the absence of objective negative evidence such as a three-year cumulative loss, we believe it is more likely than not that some of our deferred tax assets in the U.S. and several non-U.S. jurisdictions will be realized. Accordingly, during the twelve-month periods ended December 31, 2025 and 2024, we released valuation allowances for the deferred tax assets that we believe are more likely than not to be realized. In accordance with applicable accounting standards, the valuation allowance decreased by $154 million in 2025 and $23 million in 2024. The 2025 decrease in valuation allowance was primarily related to US federal and state valuation allowance release of $140 million and $10 million, respectively. The 2024 decrease in valuation allowance was primarily related to valuation release in several non-US jurisdictions.
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 2026 are estimated to be in the range of $95 million to $105 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.
Previous wording
We consider our liquidity and capital resources adequate to support our operations, capital commitments and strategic growth initiatives as well as any opportunistic returns of capital to shareholders. Our material cash commitments consist primarily of obligations for long-term debt, purchase obligations as part of normal operations, and operating leases for land, buildings, vessels and equipment for the operation of our business and to support some of our service line revenue streams. Our purchase obligations include agreements to purchase goods and services as well as commitments for capital assets used in the normal operations of our business. We are committed to maintaining strong liquidity and believe that our cash position, undrawn Revolving Credit Agreement (as defined below), and long-term debt maturity profile provide us with ample resources and time to address our liquidity needs, including potential future growth opportunities and working capital needs.
Current wording
We consider our liquidity and capital resources adequate to support our operations, capital commitments and strategic growth initiatives as well as any opportunistic returns of capital to shareholders. Our material cash commitments consist primarily of obligations for long-term debt, purchase obligations as part of normal operations, and operating leases for land, buildings, vessels and equipment for the support and operation of our business. Our purchase obligations include agreements to purchase goods and services as well as commitments for capital assets used in the normal operations of our business. We are committed to maintaining strong liquidity and believe that our cash position, undrawn Revolving Credit Agreement (as defined below), and long-term debt maturity profile provide us with ample resources and time to address our liquidity needs, including potential future growth opportunities and working capital needs.
Previous wording
As of December 31, 2024, we had net working capital of $591 million, including cash and cash equivalents of $498 million. Additionally, as of December 31, 2024, 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”), which is further described below and in Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this report. Availability under the $215 million revolving credit facility (the “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 indenture governing the 2028 Senior Notes (defined below) generally limits 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). As of December 31, 2024, we were in compliance with all the covenants set forth in the Revolving Credit Agreement and the full $215 million was available to borrow under the Revolving Credit Facility.
Current wording
As of December 31, 2025, we had net working capital of $751 million, including cash and cash equivalents of $689 million. Additionally, as of December 31, 2025, we had $215 million of unused commitments through our Revolving Credit Agreement, which is further described below and in Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this report. Availability under the $215 million revolving credit facility (the “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 indenture governing the 2028 Senior Notes (defined below) generally limits 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
Our nearest maturity of indebtedness is $500 million of our 2028 Senior Notes (defined below). As of December 31, 2024, we had $508 million of purchase obligations including $391 million payable within the next twelve months and $117 million thereafter. For more on our operating leases for land, buildings, vessels and equipment for the operation of our business and their scheduled maturities, see Note 4—”Leases” in the Notes to Consolidated Financial Statements included in this report.
Current wording
Our nearest maturity of indebtedness is $500 million of our 2028 Senior Notes (defined below). As of December 31, 2025, we had $411 million of purchase obligations including $383 million payable within the next twelve months and $28 million thereafter. For more on our operating leases for land, buildings, vessels and equipment for the operation of our business and their scheduled maturities, see Note 4—”Leases” in the Notes to Consolidated Financial Statements included in this report.
Previous wording
From time to time, we may engage in certain transactions in order to manage our outstanding debt prior to maturity, including repurchases via open-market or privately negotiated transactions, redemptions, exchanges, tender offers or otherwise. For instance, in 2021, we repurchased $100 million in aggregate principal amount of our 4.650% Senior Notes due 2024 (the “2024 Senior Notes”) in open-market transactions. On October 2, 2023, we repurchased $312 million principal amount of the 2024 Senior Notes at par plus accrued and unpaid interest of $5.5 million for approximately $318 million in the Tender Offer (as defined below), and pursuant to our optional redemption right under the indenture governing the 2024 Senior Notes, we redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior Notes at par on November 2, 2023 (the “Redemption Date”), which we financed with cash on hand. See “—Financing Activities” and Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this report for additional information on the Tender Offer (as defined below), the redemption of the 2024 Senior Notes and the scheduled maturities of our long-term debt. We can provide no assurances as to the timing of any future repurchases or whether we will complete any repurchases at all.
Current wording
From time to time, we may engage in certain transactions in order to manage our outstanding debt prior to maturity, including repurchases via open-market or privately negotiated transactions, redemptions, exchanges, tender offers or otherwise. See “—Financing Activities” and Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this report for additional information. We can provide no assurances as to the timing of any future repurchases or whether we will complete any repurchases at all.
Previous wording
Net cash provided by operating activities for the years ended December 31, 2024 and 2023 of $203 million and $210 million, respectively, was affected by the following:
Current wording
Net cash provided by operating activities for the years ended December 31, 2025 and 2024 of $319 million and $203 million, respectively, was affected by the following:
Previous wording
•Accounts receivable and contract assets - The decrease in cash related to accounts receivable and contract assets in 2024 and 2023 reflects the timing of project milestones and customer payments.
Current wording
•Accounts receivable and contract assets - The increase (decrease) in cash related to accounts receivable and contract assets in 2025 and 2024 reflects the timing of project milestones and customer payments.
Previous wording
•Inventory - The decrease in cash related to inventory in 2024 and 2023 corresponds with an increase in our backlog along with the impact of higher inflation in 2023 as compared to 2024.
Current wording
•Inventory - The increase (decrease) in cash related to inventory in 2025 and 2024 corresponds with a decrease in our Manufactured Products backlog in 2025 and an increase in our Manufactured Products backlog in 2024.
Previous wording
•Current liabilities - The increase in cash related to current liabilities in 2024 and 2023 reflects the timing of vendor payments and increased contract liabilities due to an increase in deferred customer prepayments.
Current wording
•Current liabilities - The decrease in cash related to current liabilities in 2025 reflects the timing of vendor payments and decreased contract liabilities due to a decrease in deferred customer prepayments. The increase in cash related to current liabilities in 2024 reflects the timing of vendor payments and increased contract liabilities due to an increase in deferred customer prepayments.
Previous wording
Investing activities. In 2024, we used $124 million in net investing activities, primarily for capital expenditures of $107 million that included increased spending in our OPG segment to add capabilities and maintain current operations. An additional $27 million was incurred for the acquisition of Global Design Innovation Ltd. (“GDi”), a U.K.-based provider of digital and software services, and $7.0 million was incurred for purchase of Angolan bonds, partially offset by $12 million in proceeds from sale of equity investments. In 2023, we used $86 million in net investing activities, primarily for capital expenditures of $101 million that included increased spending in our Subsea Robotics segment for ROV upgrades and replacements.
Current wording
Investing activities. In 2025, we used $96 million in net investing activities, primarily for capital expenditures of $111 million that included increased spending in our Subsea Robotics and OPG segments to add capabilities and maintain current operations, partially offset by $8.9 million in proceeds from disposition of property and equipment. In 2024, we used $124 million in net investing activities, primarily for capital expenditures of $107 million that included increased spending in our OPG segment to add capabilities and maintain current operations. An additional $27 million was incurred for the acquisition of Global Design Innovation Ltd. (“GDi”), a U.K.-based provider of digital and software services, and $7.0 million was incurred for purchase of Angolan bonds, partially offset by $12 million in proceeds from sale of equity investments.
Previous wording
Our capital expenditures during 2024 and 2023 included $64 million and $67 million, respectively, in our Subsea Robotics segment, principally for upgrades to our ROV fleet and to replace certain units we retired. We currently plan to add new ROVs only to meet contractual commitments. In 2024, we retired eight of our conventional work-class ROV systems and replaced them with eight upgraded conventional work-class ROV systems. Our ROV fleet size was 250 as of December 31, 2024 and 2023. Additionally, we offer the Freedom, a hybrid autonomous underwater vehicle (“AUV”) and ROV that can complete surveys, commissioning, inspections, maintenance, and repairs without the need for a pilot to monitor and control the entire operation.
Current wording
Our capital expenditures during 2025 and 2024 included $65 million and $64 million, respectively, in our Subsea Robotics segment, principally for upgrades to our ROV fleet and to replace certain units we retired. We currently plan to add new ROVs only to meet contractual commitments. In 2025, we retired sixteen of our conventional work-class ROV systems and replaced them with sixteen upgraded conventional work-class ROV systems. Our ROV fleet size was 250 as of December 31, 2025 and 2024.
Previous wording
In 2025, we expect our organic capital expenditures to total between $130 million and $140 million, exclusive of business acquisitions but inclusive of $15 million to $20 million in capital expenditures for the planned implementation of our new ERP system, as compared to $107 million of organic and $27 million of inorganic capital expenditures in 2024. We expect to fund the 2025 capital expenditures using our available cash. We remain committed to maintaining strong liquidity and believe that our cash position, undrawn revolving credit facility, and debt maturity profile should provide us with ample resources and time to address potential future growth opportunities and to improve our returns.
Current wording
In 2026, we expect our organic capital expenditures to total between $105 million and $115 million, exclusive of business acquisitions, as compared to $111 million of organic capital expenditures in 2025. We expect to fund the 2026 capital expenditures using our available cash. We remain committed to maintaining strong liquidity and believe that our cash position, undrawn revolving credit facility, and debt maturity profile should provide us with ample resources and time to address potential future growth opportunities and to improve our returns.
Previous wording
Financing activities. In 2024 we used $27 million of cash in financing activities primarily due to the repurchase of 0.8 million shares of our common stock for approximately $20 million, along with $6.9 million for payment of tax withholding related to vesting of stock awards.
Current wording
In 2024 we used $27 million of cash in financing activities primarily due to the repurchase of 0.8 million shares of our common stock for approximately $20 million, along with $6.9 million for payment of tax withholding related to vesting of stock awards.
Previous wording
On October 2, 2023, we used the net proceeds from the offering discussed above, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) for cash any and all of the $400 million principal amount outstanding of the 2024 Senior Notes. We repurchased $312 million principal amount of the 2024 Senior Notes at par plus accrued and unpaid interest of $5.5 million for approximately $318 million. The consummation of the Tender Offer was contingent upon the completion of the offering discussed above, which was satisfied on October 2, 2023.
Current wording
On October 2, 2023, we used the net proceeds from the offering discussed above, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) for cash any and all of the $400 million principal amount outstanding of the 4.650% Senior Notes due 2024 (the “2024 Senior Notes”). We repurchased $312 million principal amount of the 2024 Senior Notes at par plus accrued and unpaid interest of $5.5 million for approximately $318 million. The consummation of the Tender Offer was contingent upon the completion of the offering discussed above, which was satisfied on October 2, 2023.
Previous wording
We redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior Notes at par on the Redemption Date, November 2, 2023, and financed the redemption with cash on hand.
Current wording
We redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior Notes at par on November 2, 2023, the (“Redemption Date”), and financed the redemption with cash on hand.
Previous wording
The Revolving Credit Agreement includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted Consolidated Net Leverage Ratio is initially 4.00 to 1.00 and subsequently decreased to 3.25 to 1.00. As of December 31, 2024 and 2023, the maximum permitted Consolidated Net Leverage Ratio was 3.25 to 1.00 and will not change during the remaining term of the Revolving Credit Facility. The minimum Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 throughout the term of the Revolving Credit Facility. Availability under the Revolving Credit Facility may be limited by these 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 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). As of December 31, 2024, the full $215 million was available to borrow under the Revolving Credit Facility. In addition, the Revolving Credit Agreement contains various covenants that we believe are customary for agreements of this nature, including, but not limited to, restrictions on our ability and the ability of each of our subsidiaries to incur debt, grant liens, make certain investments, make distributions, merge or consolidate, sell assets and enter into certain restrictive agreements. As of December 31, 2024, we were in compliance with all the financial covenants set forth in the Revolving Credit Agreement.
Current wording
The Revolving Credit Agreement includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted Consolidated Net Leverage Ratio is initially 4.00 to 1.00 and subsequently decreased to 3.25 to 1.00. As of December 31, 2025 and 2024, the maximum permitted Consolidated Net Leverage Ratio was 3.25 to 1.00 and will not change during the remaining term of the Revolving Credit Facility. The minimum Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 throughout the term of the Revolving Credit Facility. Availability under the Revolving Credit Facility may be limited by these 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 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). As of December 31, 2025, the full $215 million was available to borrow under the
Previous wording
We incurred $7.1 million of issuance costs related to the 2028 Senior Notes and $4.0 million of loan costs related to the Revolving Credit Agreement. These costs, net of accumulated amortization, are included as a reduction of long-term debt in our consolidated balance sheets, as they pertain to the 2028 Senior Notes, and in other noncurrent assets as they pertain to the Revolving Credit Agreement. We are amortizing these costs to interest expense through the respective maturity dates for the 2028 Senior Notes and the Revolving Credit Agreement using the straight-line method, which approximates the effective interest rate method. As a result, we amortized $2.1 million and $1.6 million for the years ended December 31, 2024 and 2023, respectively.
Current wording
We incurred $7.1 million of issuance costs related to the 2028 Senior Notes and $4.0 million of loan costs related to the Revolving Credit Agreement. These costs, net of accumulated amortization, are included as a reduction of long-term debt in our consolidated balance sheets, as they pertain to the 2028 Senior Notes, and in other noncurrent assets as they pertain to the Revolving Credit Agreement. We are amortizing these costs to interest expense through the respective maturity dates for the 2028 Senior Notes and the Revolving Credit Agreement using the straight-line method, which approximates the effective interest rate method. As a result, we amortized $2.1 million for the years ended December 31, 2025 and 2024.
Previous wording
We recorded a discount of $20 million related to the 2028 Senior Notes issued in October 2023. This cost, net of accumulated amortization, is included as a reduction of long-term debt in our consolidated balance sheets and is being amortized to interest expense through the maturity date of the 2028 Senior Notes using the straight-line method, which approximates the effective interest rate method. In the years ended December 31, 2024 and 2023, we amortized $4.0 million and $0.9 million, respectively, to interest expense.
Current wording
We recorded a discount of $20 million related to the 2028 Senior Notes issued in October 2023. This cost, net of accumulated amortization, is included as a reduction of long-term debt in our consolidated balance sheets and is being amortized to interest expense through the maturity date of the 2028 Senior Notes using the straight-line method, which approximates the effective interest rate method. In the years ended December 31, 2025 and 2024, we amortized $4.3 million and $4.0 million, respectively, to interest expense.
Showing the first 40 of 44 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Financing activities. In 2025 we used $46 million of cash in financing activities primarily due to the repurchase of 1.8 million shares of our common stock for approximately $40 million, along with $5.3 million for payment of tax withholding related to vesting of stock awards.
Current report — wording carried from elsewhere
Revolving Credit Facility. In addition, the Revolving Credit Agreement contains various covenants that we believe are customary for agreements of this nature, including, but not limited to, restrictions on our ability and the ability of each of our subsidiaries to incur debt, grant liens, make certain investments, make distributions, merge or consolidate, sell assets and enter into certain restrictive agreements. As of December 31, 2025, we were in compliance with all of the financial covenants set forth in the Revolving Credit Agreement.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Subsea Robotics. During the year ended December 31, 2024, we retired eight of our conventional work-class ROV systems and replaced them with eight upgraded conventional work-class ROV systems. During the year ended December 31, 2023, we retired eleven of our conventional work-class ROV systems and replaced them with eleven upgraded conventional work-class ROV systems. Our ROV fleet size was 250 as of December 31, 2024 and 2023.