OCEANEERING INTERNATIONAL INC

Previous wording

Our diluted earnings (loss) per share for the three- and six-month periods ended June 30, 2026 were $0.65 and $1.00, respectively, as compared to $0.54 and $1.03, respectively, for the corresponding periods of the prior year. Our operating results for the three months ended June 30, 2026, as compared to the corresponding period of the prior year, increased by 11% on a 10% increase in revenue. These positive results were largely driven by improvements from our Offshore Projects Group (“OPG”), where favorable project mix and operational execution drove better-than-expected revenue and profitability. More broadly, our results demonstrate continued strength across our portfolio. All of our segments generated increased revenue and operating income, except for Integrity Management and Digital Solutions (“IMDS”), which was partially impacted by the ongoing Middle East conflict. Our operating results for the six months ended June 30, 2026, as compared to the corresponding period of the prior year, decreased by 4% on a 6% increase in revenue, driven by lower results in our IMDS segment, which was impacted by the ongoing conflict in the Middle East, and the unusually strong first quarter of 2025 for our OPG segment, partially offset by improved results on increased activity in our Manufactured Products segment.

Current wording

Our diluted earnings (loss) per share for the three- and nine-month periods ended September 30, 2026 were $0.52 and $1.53, respectively, as compared to $0.71 and $1.74, respectively, for the corresponding periods of the prior year. Our operating results for the three months ended September 30, 2026, as compared to the corresponding period of the prior year, increased by 7% on a 6% increase in revenue. These positive results were driven by improved results in Subsea Robotics and continued improved performance from our Offshore Projects Group (“OPG”). More broadly, our results demonstrate continued strength across our portfolio. All of our segments generated increased revenue and operating income, except for Integrity Management & Digital Solutions (“IMDS”), which was partially impacted by the ongoing Middle East conflict and Aerospace and Defense Technologies (“ADTech”), which was impacted by changes in contract mix, additional project-related costs and a one-time accrual recorded in connection with a previously disclosed contract dispute. Our operating results for the nine months ended September 30, 2026, as compared to the corresponding period of the prior year, were relatively flat on a 6% increase in revenue, driven by lower results in our IMDS segment, which was impacted by the ongoing conflict in the Middle East, and the unusually strong first quarter of 2025 for our OPG segment, partially offset by improved results on increased activity in our Manufactured Products and Subsea Robotics segments.

Previous 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.

Current wording

In the three- and nine-month periods ended September 30, 2026, we generated $163 million and $159 million, respectively, from operating activities. That compares to $101 million and $98 million, respectively, in the corresponding periods of the prior year. Partially offsetting this cash growth, we utilized approximately $39 million of cash for maintenance capital expenditures and approximately $22 million for growth capital expenditures in the first nine months of 2026 along with$18 million related to our third quarter debt refinancing,$15 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 $55 million increase in cash and restricted cash during the first nine months of 2026, as compared to a cash increase of $8.5 million during the first nine months of 2025.

Previous wording

During the second quarter of 2026, we initiated a series of financing transactions designed to address the maturity of our 2028 senior notes. These transactions, completed during the third quarter of 2026, included the issuance of $500 million aggregate principal amount of 6.875% senior notes due 2034, the completion of a tender offer for the outstanding 2028 Senior Notes, and an amendment to the senior secured revolving credit facility. The amendment increased commitments from $215 million to $345 million and extended the facility’s maturity to July 2031. Together, these actions extended our debt maturity profile while preserving substantial liquidity and financial flexibility.

Current wording

During the third quarter of 2026, we completed a series of financing transactions that strengthened our capital structure, including the issuance of $500 million aggregate principal amount of 6.875% senior notes due 2034 (the “2034 Senior Notes”) and the amendment and extension of our senior secured revolving credit facility, which increased commitments to $345 million and extended the facility’s maturity to July 2031. These actions extended our debt maturity profile, reduced refinancing risk, and enhanced our long-term financial flexibility.

Previous wording

We operate in five business segments. Our segments are contained within two businesses—services and products provided primarily to the oil and gas industry, and to a lesser extent, the mobility solutions and offshore renewables industries, among others (“Energy”), and services and products provided to non-energy industries Aerospace and Defense Technologies “(ADTech”). Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, OPG and 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.

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 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

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.

Current wording

The primary focus of our Energy business is to build on positive operational 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 position us to benefit from supportive offshore market conditions while continuing to provide safe, reliable and cost-effective solutions to our customers. 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

The table that follows sets out revenue and profitability for the business segments within our Energy business. In the Subsea Robotics section of the table that follows, “ROV days utilized” is the number of ROV days for which we earn revenue during a specified period. “ROV days available” includes all days from the first day that a ROV is placed into service until the ROV is retired. All days in this period are considered available days, including periods when a ROV is undergoing maintenance or repairs. Our ROVs do not have scheduled maintenance or repair that requires significant time during which the ROVs are not available for utilization. “ROV utilization” percentage is defined as “ROV days utilized” divided by “ROV days available.”

Current wording

The table that follows sets out revenue and profitability for the business segments within our Energy business. In the Subsea Robotics section of the table that follows, “ROV days utilized” is the number of ROV days for which we earn revenue during a specified period. “ROV days available” includes all days from the first day that a ROV is placed into service until the ROV is retired. All days in this period are considered available days, including periods when a ROV is undergoing maintenance or repairs. Our ROVs do not have scheduled maintenance or repairs that require significant time during which the ROVs are not available for utilization. “ROV utilization” percentage is defined as “ROV days utilized” divided by “ROV days available.”

Previous 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.

Current wording

During the third 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 ROV revenue per day utilized in 2026, reflecting a mix of improved pricing, and increased activity in our survey business. Subsea Robotics revenue and operating income increased for the nine-month period ended September 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 and increased activity in our survey business, partially offset by a decrease in ROV utilization.

Previous 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.

Current wording

ROV fleet utilization was stable at 65% for the three-month period ended September 30, 2026 and 2025 as higher activity levels in Europe, Guyana and West Africa largely offset lower activity in the U.S. Gulf. Fleet utilization was 64% in the nine-month period ended September 30, 2026 as compared to 66% for the nine-month period ended September 30, 2025. For the nine-month period ended September 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 nine-month period ended September 30, 2026 was 64% in drill support and 36% 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 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.

Current wording

Our Manufactured Products operating results for the three-month period ended September 30, 2026 were relatively flat on higher revenue primarily due to the final resolution of a legacy mobility solutions project, resulting in the recognition of previously unresolved contract value, together with relatively stable activity in our umbilicals business, offset by lower activity and profitability in our clamp connector business. Our Manufactured Products operating results for the nine-month period ended September 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 nine-month period ended September 30, 2026, we recorded an increase to our inventory reserve of $7.5 million and in the nine-month period ended September 30, 2025, we recorded an increase to our inventory reserve of $13 million related to our theme park ride business.

Previous 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.

Current wording

Our Manufactured Products backlog was $435 million as of September 30, 2026 compared to $568 million as of September 30, 2025, with the decrease reflecting the timing of awards. Our book-to-bill ratio was 0.77 for the trailing 12 months ended September 30, 2026, as compared to 0.82 for the trailing 12 months ended September 30, 2025.

Previous 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.

Current wording

Our OPG revenue and operating results were relatively flat in the third quarter of 2026 as compared to the corresponding period of the prior year primarily due to benefits from international installation projects, which were partially offset by lower activity in West Africa and a less favorable project mix in the U.S. Gulf. Our OPG operating results decreased on higher revenue in the nine-month period ended September 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 nine months of 2026 reflecting more typical seasonality in the U.S. Gulf.

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 five long-term charters as of June 30, 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.

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 September 30, 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 ranging from the first quarter of 2027 to 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

Our IMDS revenue for the three- and six-month periods ended June 30, 2026 was lower, as compared to the corresponding periods of the prior year primarily due to less activity in West Africa. Our IMDS operating results for the three- and six-month periods ended June 30, 2026 were lower, as compared to the corresponding periods of the prior year primarily due to lower activity levels and related cost absorption, as well as increased personnel-related costs, primarily in West Africa and the Middle East.

Current wording

Our IMDS revenue was higher for the three-month period ended September 30, 2026, while operating results were relatively flat as compared to the corresponding period of the prior year, primarily due to increased activity levels in the Middle East, Europe and the U.S. Gulf, which was partially offset by lower activity in West Africa, a shift in project mix, and increased costs in the Middle East. Our IMDS operating results for the nine-month period ended September 30, 2026 were lower on decreased revenue, as compared to the corresponding period of the prior year primarily due to lower activity levels and related cost absorption, change in project mix, as well as increased personnel-related costs, primarily in the Americas and the Middle East.

Previous 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.

Current wording

Our ADTech segment revenue for the third quarter of 2026 increased as compared to the corresponding period of the prior year primarily due to increased activity in our Oceaneering Technologies (“OTECH”) business. Our ADTech segment operating results for the third quarter of 2026 decreased as compared to the corresponding period of the prior year primarily due to increases in pass-through activities during 2026 and changes in contract mix. Our ADTech segment revenue for the nine-month period ended September 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 nine-month period ended September 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.

Previous 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.

Current wording

Our unallocated operating expenses for the three-month and nine-month periods ended September 30, 2026 were higher as compared to the corresponding periods of the prior year primarily due to higher information technology costs.

Previous 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.

Current wording

Interest income for the three- and nine-month periods ended September 30, 2026 as compared to the corresponding periods of the prior year increased primarily due to higher average interest-earning 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 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.

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 nine-month periods ended September 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 $0.6 million and $1.4 million, respectively, in the three- and nine-month periods ended September 30, 2026 and $0.1 million and $0.2 million, respectively in the three- and nine-month periods ended September 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- 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.

Current wording

Foreign currency transaction gains and losses are the principal component of other income (expense), net. In the three- and nine-month periods ended September 30, 2026, we incurred foreign currency transaction gains (losses) of $(2.1) million and $(0.3) million, respectively, and 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. These gains (losses) primarily resulted from foreign currency fluctuations in multiple countries. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations.

Previous wording

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

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.

Current wording

Our income tax payments for the full year ending December 31, 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 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.

Current wording

As of September 30, 2026, we had working capital of $921 million, including cash and cash equivalents of $735 million. Additionally, as of September 30, 2026, we had $345 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, and Amendment No. 2, dated July 6, 2026, 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.

Previous 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.

Current wording

As of September 30, 2026, our nearest maturity of indebtedness was $500 million of our 2034 Senior Notes. 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 six months ended June 30, 2026 and 2025 are summarized as follows:

Current wording

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

Previous 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:

Current wording

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

Previous 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.

Current wording

The decrease in cash related to accounts receivable and contract assets in the nine months ended September 30, 2026 reflects the timing of project milestones and customer payments. The increase in cash related to inventory in the nine months ended September 30, 2026 was primarily due to related reductions in our Manufactured Products inventory, exclusive of the $7.5 million write-down in the nine months ended September 30, 2026 associated with our theme park ride business and write-downs associated with inventory deemed to be obsolete. The increase in cash related to current liabilities in the nine months ended September 30, 2026 reflects the timing of vendor payments.

Previous 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.

Current wording

Our capital expenditures of $62 million were lower during the nine months ended September 30, 2026, as compared to $81 million in the nine months ended September 30, 2025, primarily due to higher capital expenditures in our Subsea Robotics segment in the nine months ended September 30, 2025 for ROV upgrades and replacements, as well as for growth in our OPG segment.

Previous 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.

Current wording

For the year ended December 31, 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 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.

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”). On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of the 2034 Senior Notes and we used the net proceeds from the 2034 Senior Notes, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) for cash any and all of the $500 million principal amount outstanding of the 2028 Senior Notes. We repurchased approximately $400 million principal amount of the 2028 Senior Notes for approximately $415 million. The consummation of the Tender Offer was contingent upon the completion of the offering discussed above, which was satisfied on July 6, 2026. As of September 30, 2026, we had long-term debt in the principal amount of $500 million outstanding consisting of our 2034 Senior Notes. In the nine months ended September 30, 2025, we did not repurchase or redeem any of the 2028 Senior Notes. For more on the 2028 or 2034 Senior Notes, see Note 6—“Debt” in the Notes to Consolidated Financial Statements included in this quarterly report.

Previous 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.

Current wording

As of September 30, 2026, we had $345 million of unused commitments under our Revolving Credit Facility. As of September 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” 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 2.8 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.

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 nine-month periods ended September 30, 2026, we repurchased 0.1 million shares for $5.0 million and 0.4 million shares for $15 million, respectively. As of September 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.