OCEANEERING INTERNATIONAL INC

Previous wording

Consistent with recent years, our cash balance declined during the first quarter of 2026. We utilized $59 million of cash in operating activities along with $8.0 million of cash for maintenance capital expenditures and $9.4 million for growth capital expenditures in the first quarter of 2026. These items were the largest contributors to our $81 million cash reduction during the first quarter of 2026,as compared to a $116 million cash reduction during the first quarter of 2025.

Current wording

Consistent with recent years, our cash balance declined during the six-month period ended June 30, 2026. We utilized approximately $25 million of cash for maintenance capital expenditures and approximately $16 million for growth capital expenditures in the first six months of 2026 along with$10 million for the repurchase of our common stock and $8.6 million for payment of tax withholding related to vesting of stock awards. These items were the largest contributors to our $59 million cash reduction during the first six months of 2026, as compared to a $63 million cash reduction during the first half of 2025.

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 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.

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 Aerospace and Defense Technologies “(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 directly 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 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.

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. Similarly, 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

During the first quarter of 2026, Subsea Robotics revenue increased as compared to the corresponding period of the prior year primarily due to higher average revenue per day in 2026, reflecting a mix of improved pricing and non-recurring benefits. During the first quarter of 2026, Subsea Robotics operating income decreased as compared to the corresponding period of the prior year primarily as a result of a decrease in ROV utilization, along with changes in the geographic mix and increased operating costs.

Current wording

During the second quarter of 2026, Subsea Robotics revenue and operating income increased as compared to the corresponding period of the prior year primarily due to higher average revenue per day in 2026, reflecting a mix of improved pricing, and increased activity in our survey business. Subsea Robotics revenue increased for the six-month period ended June 30, 2026, as compared to the corresponding period of the prior year primarily due to higher average revenue per day in 2026, reflecting a mix of improved pricing and the impact of non-recurring benefits. Subsea Robotics operating income decreased for the six-month period ended June 30, 2026, as compared to the corresponding period of the prior year primarily due to a decrease in ROV utilization, along with changes in the geographic mix and increased operating costs.

Previous 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.

Current wording

Fleet utilization was 66% in the three-month period ended June 30, 2026 as compared to 67% for the three-month period ended June 30, 2025. Fleet utilization was 63% in the six-month period ended June 30, 2026 as compared to 67% for the six-month period ended June 30, 2025. For the three- and six-month periods ended June 30, 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 six-month period ended June 30, 2026 was 65% in drill support and 35% in vessel-based activity, as compared to 63% in drill support and 37% in vessel-based activity in the corresponding period of the prior year. For each of the periods presented, we had a fleet of 250 work-class ROVs.

Previous wording

Our Manufactured Products operating results in the first quarter of 2026 improved on higher revenue as compared to the corresponding period in the prior year primarily due to continued execution of higher-margin backlog and strong performance in our rotator products, partially offset with lower activity and changes in project mix in our Grayloc business. Additionally, we recorded an inventory reserve of $10 million in the first quarter of 2025 related to our theme park ride business.

Current wording

Our Manufactured Products operating results for the three- and six-month periods ended June 30, 2026 improved on higher revenue as compared to the corresponding periods of the prior year primarily due to continued execution of higher margin backlog, increased profitability in our umbilicals and rotator businesses and improved results in our mobility solutions product lines. Additionally, in the three- and six-month periods ended June 30, 2026, we recorded an inventory reserve of $7.5 million and in the three- and six-month periods ended June 30, 2025, we recorded an inventory reserve of $2.5 million and $13 million, respectively, related to our theme park ride business.

Previous 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.

Current wording

Our Manufactured Products backlog was $445 million as of June 30, 2026 compared to $516 million as of June 30, 2025, with the decrease reflecting the timing of awards. Our book-to-bill ratio was 0.88 for the trailing 12 months ended June 30, 2026, as compared to 0.65 for the trailing 12 months ended June 30, 2025.

Previous wording

Our OPG operating results decreased in the first quarter of 2026 as compared to the corresponding period of the prior year, on lower revenue. These declines are primarily due to an unusually strong first quarter of 2025, with the first quarter of 2026 reflecting more typical seasonality in the U.S. Gulf and decreased activity internationally.

Current wording

Our OPG operating results increased on higher revenue in the second quarter of 2026 as compared to the corresponding period of the prior year primarily due to a favorable project mix that included additional international intervention and installation projects. Our OPG operating results decreased on higher revenue in the six-month period ended June 30, 2026 as compared to the corresponding period of the prior year primarily due to an unusually strong first quarter of 2025, with the first half of 2026 reflecting more typical seasonality in the U.S. Gulf.

Previous wording

Our ADTech segment revenue for the first quarter of 2026 increased as compared to the corresponding period of the prior year primarily due to increased activity and margins in our Oceaneering Technologies (“OTECH”) and Marine Services Division. Our ADTech segment operating results for the first quarter of 2026 decreased as compared to the corresponding period of the prior year primarily due to a one-time accrual recorded in connection with an agreement in principle with an ADTech customer to resolve a previously disclosed contract dispute. In the first quarter of 2026, we recorded $6.8 million in expense and recognized related current and long‑term liabilities based on the proposed repayment schedule. Offsetting this amount was the release of a $1.3 million accrual that was recorded in a previous period related to the same matter. Although the agreement is subject to final approval by both parties, based on the information currently available, we do not expect any additional material obligations related to this matter. We anticipate settling our obligation over the life of the associated multi-year contract.

Current wording

Our ADTech segment revenue for the six-month period ended June 30, 2026, increased as compared to the corresponding period of the prior year primarily due to increased activity in OTECH and our Marine Services Division. Our ADTech segment operating results for the six-month period ended June 30, 2026 decreased as compared to the corresponding period of the prior year primarily due to a one-time accrual recorded in connection with an agreement in principle with an ADTech customer to resolve a previously disclosed contract dispute along with changes in program cost mix. In the first quarter of 2026, we recorded $6.8 million in expense and recognized related current and long‑term liabilities based on the proposed repayment schedule. Offsetting this amount was the release of a $1.3 million accrual that was recorded in a previous period related to the same matter. Although the agreement is subject to final approval by both parties, based on the information currently available, we do not expect any additional material obligations related to this matter. We anticipate settling our obligation over the life of the associated multi-year contract. In addition, our operating income for the six-month period ended June 30, 2026, was impacted by a lower margin project mix.

Previous wording

Our Unallocated Expenses (i.e., those not associated with a specific business segment) within operating expense 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 plus general and administrative expenses related to corporate functions.

Current wording

Our Unallocated Expenses (i.e., those not directly associated with a specific business segment) within operating expense 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 plus general and administrative expenses related to corporate functions.

Previous 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.

Current wording

Our unallocated operating expenses for the second quarter of 2026 were relatively flat as compared to the corresponding period of the prior year. Our unallocated operating expenses for the six-month periods ended June 30, 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 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.

Current wording

Interest income for the three- and six-month periods ended June 30, 2026 as compared to the corresponding periods of the prior year 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, 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.

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 decreased for the three- and six-month periods ended June 30, 2026 as compared to the corresponding periods of the prior year primarily due to the increase in capitalized interest along with a reduction in loan costs amortization and standby letter of credit fees. We recorded capitalized interest of $0.5 million and $0.8 million, respectively, in the three- and six-month periods ended June 30, 2026 and less than $0.1 million in the three- and six-month periods ended June 30, 2025, related to the planned implementation of our new enterprise resource planning system.

Previous 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.

Current wording

Foreign currency transaction gains and losses are the principal component of other income (expense), net. In the three- and six-month periods ended June 30, 2026, we incurred foreign currency transaction gains (losses) of $1.1 million and $1.8 million, respectively, and in the three- and six-month periods ended June 30, 2025, we incurred foreign currency transaction gains (losses) of $5.4 million and $6.5 million, respectively. These gains (losses) primarily resulted from foreign currency fluctuations in multiple countries. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations.

Previous wording

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three-month periods ended March 31, 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.

Current wording

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three- and six-month periods ended June 30, 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

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).

Current wording

As of June 30, 2026, we had working capital of $854 million, including cash and cash equivalents of $629 million. Additionally, as of June 30, 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”). On July 6, 2026, we entered into Amendment No. 2 to the Revolving Credit Agreement. Availability under our 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. See Note 10—“Subsequent Events” in the Notes to Consolidated Financial Statements in this quarterly report for information on Amendment No. 2 to our Revolving Credit Facility.

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 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.

Current wording

As of June 30, 2026, our nearest maturity of indebtedness was $500 million of our 2028 Senior Notes (defined below), for which we previously delivered a redemption notice to redeem all of the remaining principal amount on July 25, 2026. On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of 6.875% Senior Notes due 2034. 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 three months ended March 31, 2026 and 2025 are summarized as follows:

Current wording

Cash flows for the six months ended June 30, 2026 and 2025 are summarized as follows:

Previous 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:

Current wording

Our primary sources and uses of cash flows from operating activities for the six months ended June 30, 2026 and 2025 are as follows:

Previous 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.

Current wording

The decrease in cash related to accounts receivable and contract assets in the six months ended June 30, 2026 reflects the timing of project milestones and customer payments. The decrease in cash related to inventory in the six months ended June 30, 2026 was primarily due to higher activity. The decrease in cash related to current liabilities in the six months ended June 30, 2026 reflects the timing of vendor payments and payout of incentive compensation accruals.

Previous wording

Our capital expenditures of $17 million were lower during the first three months of 2026, as compared to $26 million in the first three months of 2025, primarily due to higher capital expenditures in our Subsea Robotics segment in the first quarter of 2025 related to our survey services business.

Current wording

Our capital expenditures of $41 million were lower during the first six months of 2026, as compared to $56 million in the first six months of 2025, primarily due to higher capital expenditures in our Subsea Robotics segment in the first half of 2025 for ROV upgrades and replacements.

Previous 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.

Current wording

In the six months ended June 30, 2026 and 2025, we used $19 million and $26 million, respectively, of cash in financing activities primarily due to the repurchase of 0.3 million shares for $10 million in the six months ended June 30, 2026, and 1.0 million shares for $20 million in the six months ended June 30, 2025, of our common stock along with the payment of tax withholding related to vesting of stock awards in both periods.

Previous wording

In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”) and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028 Senior Notes”). As of March 31, 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

Current wording

In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”) and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028 Senior Notes”). As of June 30, 2026, we had long-term debt in the principal amount of $500 million outstanding consisting of our 2028 Senior Notes, for which we previously delivered a redemption notice to redeem all of the remaining principal amount of the 2028 Senior Notes on July 25, 2026. See Note 10—“Subsequent Events” in the Notes to Consolidated Financial Statements in this quarterly report for information on the Tender Offer, the subsequent redemption and Amendment No. 2 to our Revolving Credit Facility. In the six months ended June 30, 2026 and 2025, we did not repurchase or redeem any of the 2028 Senior Notes. For more on the 2028 Senior Notes, see Note 6—“Debt” in the Notes to Consolidated Financial Statements included in this quarterly report.

Previous wording

As of March 31, 2026, we had $215 million of unused commitments under our Revolving Credit Facility. As of March 31, 2026, we were in compliance with all of the financial covenants set for in the Revolving Credit Agreement. For more on our Revolving Credit Facility (including the financial covenants thereunder), see Note 6—”Debt” in the Notes to Consolidated Financial Statements included in this quarterly report.

Current wording

As of June 30, 2026, we had $215 million of unused commitments under our Revolving Credit Facility. As of June 30, 2026, we were in compliance with all of the financial covenants set forth in the Revolving Credit Agreement. For more on our Revolving Credit Facility (including the financial covenants thereunder and Amendment No. 2 thereto), see Note 6—”Debt” and Note 10—“Subsequent Events” in the Notes to Consolidated Financial Statements included in this quarterly report.

Previous wording

Share Repurchase Program. In December 2014, our Board of Directors approved a 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.

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 2.8 million shares of our common stock for $121 million through December 31, 2024. In the year ended December 31, 2025, we repurchased 1.8 million shares for $40 million. During the three- and six-month periods ended June 30, 2026, we repurchased 0.3 million shares for $10 million. As of June 30, 2026, we retained 11 million of the shares we 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.