OCEANEERING INTERNATIONAL INC

Previous wording

•the collectability of accounts receivable and realizability of contract assets at the amounts reflected on our most recent consolidated balance sheets;

Current wording

•the collectability of accounts receivable and realizability of contract assets at the amounts reflected on our most recent balance sheet;

Previous wording

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

Current wording

•our tax payments and projected capital expenditures for 2026;

Previous 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;

Current 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;

Previous wording

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

Current wording

We operate in five business segments. Our segments are contained within two businesses—services and products provided primarily to the oil and gas industry, and to a lesser extent, the mobility solutions and offshore renewables industries, among others (“Energy”), and services and products provided to non-energy industries ADTech. Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, OPG and IMDS. We report our ADTech business as one segment. Our Unallocated Expenses are those 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, performance stock units, and bonuses, as well as other general expenses, including corporate administrative expenses.

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 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.

Current wording

We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf in our OPG segment, which is usually more active in the second and third quarters, as compared to the rest of the year. Notably, however, the first quarter of 2025 represented a positive exception to this pattern. 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 remotely operated vehicles (“ROVs”) we have engaged in vessel-based subsea infrastructure inspection, maintenance, repair and installation, which is more seasonal than drill 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 and increase profitability primarily in integrity management, survey services and mobile robotics.

Current wording

The primary focus of our Energy business is to continue driving the positive momentum associated with the operational efficiency programs that leverage our asset base and capabilities for providing services and products for offshore energy operations and subsea completions. These efforts continue to benefit us during the current upstream spending cycle that is consistent with the ongoing increase in global demand for energy. We are also focused on deploying our capabilities to grow our business in integrity management, survey services, mobile robotics, offshore wind installations, nuclear and other clean energy solutions.

Previous wording

Subsea Robotics. 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 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 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

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.

Current wording

Fleet utilization was 61% in the three-month period ended March 31, 2026 as compared to 67% for the three-month period ended March 31, 2025. For the three-month period ended March 31, 2026, there was a decrease in ROV days utilized, primarily in the U.S. Gulf, when compared to the corresponding period in the prior year. Our ROV fleet use during the first quarter of 2026 was 67% in drill support and 33% in vessel-based activity, as compared to 62% in drill support and 38% in vessel-based activity in the first quarter of 2025. For each of the periods presented, we had a fleet of 250 work-class ROVs.

Previous 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.

Current wording

Our Manufactured Products backlog was $492 million as of March 31, 2026 compared to $543 million as of March 31, 2025, with the decrease reflecting the timing of awards. Our book-to-bill ratio was 0.91 for the trailing 12 months ended March 31, 2026, as compared to 0.90 for the trailing 12 months ended March 31, 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 Africa, 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 and offshore Africa, utilizing owned and chartered vessels;

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 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.

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 March 31, 2026: 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. 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.

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.

Previous wording

Aerospace and Defense Technologies. Our ADTech segment provides services and products, including engineering and related manufacturing in defense and space exploration activities, principally to U.S. government agencies and their prime contractors. Many of the services and products utilized in ADTech are applied technologies based on our core competencies and knowledge derived from decades of working in the offshore markets and solving complex problems in harsh environments. We are focused on expanding our robotic and autonomous offerings to enable human interface in harsh environments, while continuing to leverage our offshore energy robotics expertise in this segment.

Current wording

Aerospace and Defense Technologies. Our ADTech segment provides services and products, including engineering and related manufacturing in defense and space exploration activities, principally to U.S. government agencies and their prime contractors. Many of the services and products utilized in ADTech are applied technologies based on our core competencies and knowledge derived from decades of working in the offshore markets and solving complex problems in harsh environments.

Previous 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.

Current wording

Our unallocated operating expenses for the first quarter of 2026 were higher as compared to the corresponding period of the prior year primarily due to higher information technology costs.

Previous 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.

Current wording

Interest income for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 increased primarily due to higher average interest-earnings cash balances in 2026.

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 nine-month periods ended September 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, and fees for lender commitments under our senior secured revolving credit agreement and standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements. Interest expense for the three months ended March 31, 2026 as compared to the corresponding period of the prior year was relatively flat. We recorded capitalized interest of $0.3 million and less than $0.1 million for the three months ended March 31, 2026 and 2025, respectively, related to the planned implementation of our new enterprise resource planning system.

Previous 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.

Current wording

Foreign currency transaction gains and losses are the principal component of other income (expense), net. In the three-month periods ended March 31, 2026 and 2025, we incurred foreign currency transaction gains (losses) of $0.7 million and $1.1 million, respectively, primarily resulting from foreign currency fluctuations in multiple countries. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations.

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 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.

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-month periods ended March 31, 2026 and 2025 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, changes in permanent book and tax differences, and other discrete items. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings.

Previous wording

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

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

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).

Current wording

As of March 31, 2026, we had working capital of $788 million, including cash and cash equivalents of $607 million. Additionally, as of March 31, 2026, 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 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). 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. We can provide no assurances as to the timing of any such transactions or whether we will complete any such transactions at all. We do not intend to disclose further information regarding any such transactions, except to the extent required in our subsequent periodic filings on Forms 10-K or 10-Q, or unless otherwise required by applicable law.

Current wording

Our nearest maturity of indebtedness is $500 million of our 2028 Senior Notes (defined below). 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. We can provide no assurance as to the timing of any such repurchases or whether we will complete any such repurchases at all. We do not intend to disclose further information regarding any such repurchase transactions, except to the extent required in our subsequent periodic filings on Forms 10-K or 10-Q, or unless otherwise required by applicable law.

Previous wording

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

Current wording

Cash flows for the three months ended March 31, 2026 and 2025 are summarized as follows:

Previous 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:

Current wording

Our primary sources and uses of cash flows from operating activities for the three months ended March 31, 2026 and 2025 are as follows:

Previous 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.

Current wording

The decrease in cash related to accounts receivable and contract assets in the three months ended March 31, 2026 reflects the timing of project milestones and customer payments. The decrease in cash related to inventory in the three months ended March 31, 2026 was primarily due to higher activity and related increases in our Manufactured Products inventory. The decrease in cash related to current liabilities in the three months ended March 31, 2026 reflects the timing of vendor payments and payout of incentive compensation accruals.

Previous 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.

Current wording

In 2026, we expect our organic capital expenditures to total between $105 million to $115 million, exclusive of business acquisitions, which we expect to fund using our available cash.

Previous 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.

Current wording

In the three months ended March 31, 2026 and 2025, we used $8.8 million and $16 million, respectively, of cash in financing activities primarily due to the payment of tax withholding related to vesting of stock awards in both periods and the repurchase of approximately 0.5 million shares of our common stock for approximately $10 million in the three months ended March 31, 2025.

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 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.

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 March 31, 2026, we had long-term debt in the principal amount of $500 million outstanding consisting of our 2028 Senior Notes. We pay interest on the

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 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.

Current wording

Share Repurchase Program. In December 2014, our Board of Directors approved a plan to 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 0.8 million shares for approximately $20 million. In the year ended December 31, 2025, we repurchased 1.8 million shares for approximately $40 million. In the three months ended March 31, 2026, we did not repurchase any shares. From the inception of this program through March 31, 2026, we have repurchased approximately 4.6 million shares of our common stock for a total cost of approximately $161 million. As of March 31, 2026, 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.