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What changed in OCEANEERING INTERNATIONAL INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OCEANEERING INTERNATIONAL INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+294 added−301 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-24)

Top changes in OCEANEERING INTERNATIONAL INC's 2025 10-K

294 paragraphs added · 301 removed · 236 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

81 edited+12 added−10 removed79 unchanged
Biggest changeThe amounts of backlog orders we believed to be firm as of 2024 and 2023 were as follows (in millions): As of December 31, 2024 As of December 31, 2023 Total 1+ yr (1) Total 1+ yr (1) Energy Subsea Robotics $ 876 $ 355 $ 782 $ 303 Manufactured Products 604 165 622 194 Offshore Projects Group 416 155 355 121 Integrity Management & Digital Solutions 291 120 332 148 Total Energy 2,187 795 2,091 766 Aerospace and Defense Technologies 252 42 236 23 Total $ 2,439 $ 837 $ 2,327 $ 789 (1) Represents amounts that were not expected to be performed within one year.
Biggest changeThe amounts for backlog orders we believed to be firm as of 2025 and 2024 were as follows (in millions): As of December 31, 2025 As of December 31, 2024 Total 1 yr (1) 1+ yr (2) Total 1 yr (1) 1+ yr (2) Energy Subsea Robotics $ 1,041 $ 550 $ 491 $ 876 $ 521 $ 355 Manufactured Products 511 411 100 604 439 165 Offshore Projects Group 375 212 163 416 261 155 Integrity Management & Digital Solutions 517 232 285 291 171 120 Total Energy 2,444 1,405 1,039 2,187 1,392 795 Aerospace and Defense Technologies 259 239 20 252 210 42 Total $ 2,703 $ 1,644 $ 1,059 $ 2,439 $ 1,602 $ 837 (1) Represents amounts that are expected to be performed within one year.
We will continue to develop and deliver technologies to help our customers produce hydrocarbons in a cleaner, safer and more cost-effective manner while increasing our investments into new markets including energy transition, mobility solutions, digital asset management, and aerospace and defense solutions. Energy.
We will continue to develop and deliver technologies to help our customers produce hydrocarbons in a cleaner, safer and more cost-effective manner while increasing our investments into new markets including aerospace and defense solutions, digital asset management, energy transition and mobility solutions. Energy.
Director Executive Vice Chairman (Ret.) of Cadence Bank and Director of the general partner of Natural Resource Partners L.P. 2012 Reema Poddar Director Director of MeridanLink, Inc.; Director of Accion Labs Group Holdings, Inc.; and Director of OptimEyes AI 2024 Jon Erik Reinhardsen Director Chairman of Equinor ASA 2016 Steven A.
Director Executive Vice Chairman (Ret.) of Cadence Bank and Director of the general partner of Natural Resource Partners L.P. 2012 Reema Poddar Director Director of Accion Labs Group Holdings, Inc.; and Director of OptimEyes AI 2024 Jon Erik Reinhardsen Director Chairman of Equinor ASA 2016 Steven A.
Government; • factors affecting the level of activity in our entertainment business, including decisions on capital expenditure decisions by entertainment business customers; • factors affecting our ability to achieve our growth expectations for our mobile robotics technology products; • general economic and business conditions and industry trends, including the ongoing transition to alternative sources of energy to reduce worldwide emissions of carbon dioxide and other “greenhouse gases,” the effects of inflation and future monetary policies and actions of the Federal Reserve; • the strength of the industry segments in which we are involved; • cancellations of contracts, change orders and other contractual modifications and the resulting adjustments to our backlog; • collections from our customers; • the availability and increased costs of chartered vessels; • our future financial performance, including as a result of the availability, terms and deployment of capital; • the consequences of significant changes in currency exchange rates; • the volatility and uncertainties of credit markets; • our ability to comply with covenants in our credit agreements and other debt instruments and the availability, terms and deployment of capital; 11 Tab le of Contents / • changes in tax laws, regulations and interpretation by taxing authorities; • changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment (including pollution and climate change); • the continued availability of qualified personnel and our ability to attract and retain those qualified personnel; • our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; • increases in material costs on long-term projects at prices higher than originally forecast; • operating risks normally incident to offshore exploration, development and production operations; • hurricanes and other adverse weather and sea conditions; • cost and time associated with drydocking of our vessels; • the highly competitive nature of our businesses; • adverse outcomes from legal or regulatory proceedings; • the risks associated with integrating businesses we acquire; • the risks associated with the use of complex information technology systems, including cybersecurity risks and the risks associated with failures to protect data privacy in accordance with applicable legal requirements and contractual provisions binding upon us; • rapid technological changes; and • social, political, military and economic situations in countries where we do business and the possibilities of civil disturbances, war, other armed conflicts or terrorist attacks.
Government; • factors affecting our ability to achieve our growth expectations for our mobile robotics technology products; • general economic and business conditions and industry trends, including the ongoing transition to alternative sources of energy to reduce worldwide emissions of carbon dioxide and other “greenhouse gases,” the effects of inflation and future monetary policies and actions of the Federal Reserve; • the strength of the industry segments in which we are involved; • cancellations of contracts, change orders and other contractual modifications and the resulting adjustments to our backlog; • collections from our customers; • the availability and increased costs of chartered vessels; • our future financial performance, including as a result of the availability, terms and deployment of capital; • the consequences of significant changes in currency exchange rates; 11 Table of Contents / • the volatility and uncertainties of credit markets; • our ability to comply with covenants in our credit agreements and other debt instruments and the availability, terms and deployment of capital; • changes in tax laws, regulations and interpretation by taxing authorities; • changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment (including pollution and climate change); • the continued availability of qualified personnel and our ability to attract and retain those qualified personnel; • our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; • increases in material costs on long-term projects at prices higher than originally forecast; • operating risks normally incident to offshore exploration, development and production operations; • hurricanes and other adverse weather and sea conditions; • cost and time associated with drydocking of our vessels; • the highly competitive nature of our businesses; • adverse outcomes from legal or regulatory proceedings; • the risks associated with integrating businesses we acquire; • the risks associated with the use of complex information technology systems, including cybersecurity risks and the risks associated with failures to protect data privacy in accordance with applicable legal requirements and contractual provisions binding upon us; • rapid technological changes; and • social, political, military and economic situations in countries where we do business and the possibilities of civil disturbances, war, other armed conflicts or terrorist attacks.
Our Subsea Robotics segment consists of our remotely operated vehicles (“ROVs”), survey services and ROV tooling businesses. We provide ROVs, which are tethered submersible vehicles remotely operated from the surface, to customers in the offshore energy industry for drill support and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair (“IMR”).
Our Subsea Robotics segment consists of our work-class remotely operated vehicles (“ROVs”), survey services and ROV tooling businesses. We provide work-class ROVs, which are tethered submersible vehicles remotely operated from the surface, to customers in the offshore energy industry for drill support and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair (“IMR”).
REGULATION Our operations are affected from time to time and in varying degrees by foreign and domestic political developments and foreign, federal and local laws and regulations, including those relating to: • operating from and around offshore drilling, production and marine facilities; • national preference for local equipment and personnel; • marine vessel safety; • protection of the environment, including pollution, GHG emissions and climate change; • workplace health and safety; • data privacy; • taxation (including tariffs and retaliatory tariffs); • license requirements for importation and exportation of our equipment and technology; and 8 Tab le of Contents / • currency conversion and repatriation.
REGULATION Our operations are affected from time to time and in varying degrees by foreign and domestic political developments and foreign, federal and local laws and regulations, including those relating to: • operating from and around offshore drilling, production and marine facilities; • national preference for local equipment and personnel; • marine vessel safety; • protection of the environment, including pollution, GHG emissions and climate change; • workplace health and safety; 8 Table of Contents / • data privacy; • taxation (including tariffs and retaliatory tariffs); • license requirements for importation and exportation of our equipment and technology; and • currency conversion and repatriation.
These consist of expenses related to our incentive and deferred compensation plans, including restricted stock and bonuses, as well as other general expenses, including corporate administrative expenses. We intend to continue our strategy of acquiring, as opportunities arise, additional assets or businesses, to improve our market position or expand into related service and product lines.
These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses, including corporate administrative expenses. We intend to continue our strategy of acquiring, as opportunities arise, additional assets or businesses, to improve our market position or expand into related service and product lines.
Our Offshore Projects Group (“OPG”) segment provides a broad portfolio of integrated subsea project capabilities and solutions as follows: • subsea installation and intervention, including riserless light well intervention (“RLWI”) services, IMR services, principally in the United States (“U.S.”) Gulf of Mexico and offshore Angola, utilizing owned and chartered vessels; • installation and workover control systems (“IWOCS”) and ROV workover control systems (“RWOCS”); • diving services; • decommissioning services; • project management and engineering; and • drill pipe riser services and systems and wellhead load relief solutions.
Our Offshore Projects Group (“OPG”) segment provides a broad portfolio of integrated subsea project capabilities and solutions as follows: • subsea installation and intervention, including riserless light well intervention (“RLWI”) services, IMR services, principally in the United States (“U.S.”) Gulf and offshore Africa, utilizing owned and chartered vessels; • installation and workover control systems (“IWOCS”) and ROV workover control systems (“RWOCS”); • diving services; • decommissioning services; • project management and engineering; and • drill pipe riser services and systems and wellhead load relief solutions.
We believe we are the world's largest owner and operator of work-class ROVs employed in energy-related operations. As of December 31, 2024, we owned 250 work-class ROVs. We compete with several major companies on a worldwide basis and with numerous others operating locally in various areas.
We believe we are the world's largest owner and operator of work-class ROVs employed in energy-related operations. As of December 31, 2025, we owned 250 work-class ROVs. We compete with several major companies on a worldwide basis and with numerous others operating locally in various areas.
We do not know of any arrangement or understanding between any of the above persons and any other person or persons pursuant to which they were selected or appointed as an officer. The following summarizes the business experience of our executive officers.
We do not know of any arrangement or understanding between any of the above persons and any other person or persons pursuant to which they were selected or appointed as an officer. The following summarizes the business experience of our executive officers. Roderick A.
Navy, we 5 Tab le of Contents / perform engineering services, prototype design building services and repair and maintenance services on submarines and surface ships. We support space exploration and technology development by providing our products and services to NASA, aerospace contractors and commercial space companies. Our U.S. Navy and NASA-related activities substantially depend on continued government funding.
Navy, we 5 Table of Contents / perform engineering services, prototype design building services and repair and maintenance services on submarines and surface ships. We support space exploration and technology development by providing our products and services to NASA, aerospace contractors and commercial space companies. Our U.S. Navy and NASA-related activities substantially depend on continued government funding.
Gulf of Mexico, the U.K., Norway, Angola, Ghana, Brazil, Canada, India, the United Arab Emirates, Australia, Azerbaijan, Indonesia, Singapore, Thailand and Malaysia; • our Integrity Management & Digital Solutions operations in the U.S.
Gulf, the U.K., Norway, Angola, Ghana, Brazil, Canada, India, the United Arab Emirates, Australia, Azerbaijan, Indonesia, Singapore, Thailand and Malaysia; • our Integrity Management & Digital Solutions operations in the U.S.
We market our engineered products and services primarily to U.S. government agencies and their prime contractors in defense and space exploration activities, as well as commercial space companies. Major Customers. Our top five customers in 2024, 2023 and 2022 accounted for 31%, 36% and 37%, respectively, of our consolidated revenue.
We market our engineered products and services primarily to U.S. government agencies and their prime contractors in defense and space exploration activities, as well as commercial space companies. Major Customers. Our top five customers in 2025, 2024 and 2023 accounted for 31%, 31% and 36%, respectively, of our consolidated revenue.
She joined Oceaneering in 2002 and has served as Corporate Controller since 2012. Prior to joining Oceaneering, Mrs. Dunn was with Arthur Andersen. Mrs. Dunn holds a Bachelor’s degree in Accounting from Louisiana State University and is a Certified Public Accountant. 14 Tab le of Contents / Directors.
She joined Oceaneering in 2002 and has served as Corporate Controller since 2012. Prior to joining Oceaneering, Mrs. Dunn was with Arthur Andersen. Mrs. Dunn holds a Bachelor’s degree in Accounting from Louisiana State University and is a Certified Public Accountant. 14 Table of Contents / Directors.
While no Code of Conduct can cover every circumstance that may relate to business ethics, our Code of Conduct provides guidance and instructions related to conflicts of interest, anti-bribery and corruption (including management of third-party representatives), fair competition, trade controls, record-keeping, 10 Tab le of Contents / data privacy, protection of confidential and proprietary information, insider trading, respectful workplace, human rights, and more.
While no Code of Conduct can cover every circumstance that may relate to business ethics, our Code of Conduct provides guidance and instructions related to conflicts of interest, anti-bribery and corruption (including management of third-party representatives), fair competition, trade controls, record-keeping, data privacy, protection of confidential and proprietary information, insider trading, respectful workplace, human rights, and more.
We compete in specialized areas in which we can combine our extensive knowledge of operating in harsh environments, program management experience, mechanical engineering expertise and the capability to continue the development of conceptual project designs into the manufacture of custom equipment for customers.
We compete in specialized areas in which we can combine our extensive knowledge of operating in 7 Table of Contents / harsh environments, program management experience, mechanical engineering expertise and the capability to continue the development of conceptual project designs into the manufacture of custom equipment for customers.
Roedel was the head of project management for Siemens Dematic from 1997 to 2004 and the head of project management and construction for Vanderlande Industries from 2004 to 2009. Mr. Roedel served in the U.S. Navy from 1990 to 1997. Catherine E. Dunn became Vice President and Chief Accounting Officer in 2023.
Prior to joining Oceaneering, Mr. Roedel was the head of project management for Siemens Dematic from 1997 to 2004 and the head of project management and construction for Vanderlande Industries from 2004 to 2009. Mr. Roedel served in the U.S. Navy from 1990 to 1997. Catherine E. Dunn became Vice President and Chief Accounting Officer in 2023.
The following information relates to our directors as of February 14, 2025: NAME POSITION TITLE AND COMPANY DIRECTOR SINCE M. Kevin McEvoy Chair of the Board Independent Lead Director of EMCOR Group, Inc. 2011 Karen H. Beachy Director Principal Consultant of Think B3 Consulting, LLC and Director of Pangaea Logistics Solutions Ltd. 2021 William B.
The following information relates to our directors as of February 13, 2026: NAME POSITION TITLE AND COMPANY DIRECTOR SINCE M. Kevin McEvoy Chair of the Board Independent Lead Director of EMCOR Group, Inc. 2011 Karen H. Beachy Director Principal Consultant of Think B3 Consulting, LLC and Director of Pangaea Logistics Solutions Ltd. 2021 William B.
Information contained on or accessible from our website or any other website is not incorporated by reference into this Annual Report and should not be considered part of this report. 12 Tab le of Contents / INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS Executive Officers.
Information contained on or accessible from our website or any other website is not incorporated by reference into this Annual Report and should not be considered part of this report. 12 Table of Contents / INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS Executive Officers.
In October 2024, we acquired Global Design Innovation Ltd. (“GDi”), a U.K.-based provider of digital and software services, for approximately $33 million. This acquisition is a key step in Oceaneering’s strategy to advance its digital capabilities and broaden the solutions available to our global customers.
Our most recent acquisition was in October 2024, when we acquired Global Design Innovation Ltd. (“GDi”), a U.K.-based provider of digital and software services, for approximately $33 million. This acquisition is a key step in Oceaneering’s strategy to advance its digital capabilities and broaden the solutions available to our global customers.
In addition, global market conditions can trigger constraints in the supply of certain raw materials, and our procurement personnel are always seeking ways to ensure the availability and manage the cost 6 Tab le of Contents / of raw materials.
In addition, global market conditions can trigger constraints in the supply of certain raw 6 Table of Contents / materials, and our procurement personnel are always seeking ways to ensure the availability and manage the cost of raw materials.
Gulf of Mexico, the U.K., Norway, Angola, Ghana, Brazil, Canada, India, the United Arab Emirates, Australia, Azerbaijan, Indonesia and Malaysia; • our Manufactured Products operations in Brazil, Canada, the U.S., the U.K., Norway, Malaysia, the Netherlands and Germany; • our Offshore Projects Group operations in the U.S.
Gulf, the U.K., Norway, Angola, Ghana, Brazil, Canada, India, the United Arab Emirates, Australia, Azerbaijan, Thailand, Indonesia and Malaysia; • our Manufactured Products operations in Brazil, Canada, the U.S., the U.K., Norway, Malaysia, the Netherlands, Germany and Angola; • our Offshore Projects Group operations in the U.S.
Our foreign operations, principally in Africa, United Kingdom (“U.K.”), Norway, Brazil and Asia and Australia accounted for approximately 58% of our revenue, or $1.5 billion, for the year ended December 31, 2024. We operate in five business segments.
Our foreign operations, principally in Africa, United Kingdom (“U.K.”), Norway, Brazil and Asia and Australia accounted for approximately 55% of our revenue, or $1.5 billion, for the year ended December 31, 2025. We operate in five business segments.
From 2015 to 2020, he served as Executive Vice President of Strategy and Business Development for Teledyne Marine, and as General Manager of Teledyne Seismic and Teledyne RD Instruments. Prior to 2015, Mr. Childress served in sales, marketing and strategy roles for Teledyne, including mergers and acquisitions in marine instrumentation markets. Alan R.
From 2015 to 2020, he served as Executive Vice President of Strategy and Business Development for Teledyne Marine, and as General Manager of Teledyne Seismic and Teledyne RD Instruments. Prior to 2015, Mr. Childress served in sales, marketing and strategy roles for Teledyne, including mergers and acquisitions in marine instrumentation markets. Holly D.
Prior to that time, from 2014 to 2022 he served in the positions of Senior Vice President and Chief Innovation Officer, Senior 13 Tab le of Contents / Vice President, Offshore Projects Group, Senior Vice President, Service and Rental, Vice President, Service, Technology & Rentals, and Director, Subsea Services in 2014, when he joined Oceaneering. Prior to joining Oceaneering, Mr.
Prior to that time, from 2014 to 2022 he served in the positions of Senior Vice President and Chief Innovation Officer, Senior Vice President, Offshore Projects Group, Senior Vice President, Service and Rental, Vice President, Service, Technology & Rentals, and Director, Subsea Services in 2014, when he joined Oceaneering. Prior to joining Oceaneering, Mr.
We make available through this website under “Investor Relations—SEC Financial Reports,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and Section 16 filings by our directors and executive officers as soon as reasonably practicable after we, or our executive officers or directors, as the case may be, electronically file those materials with, or furnish those materials to, the U.S.
We make available through this website under “Filings & Reports/SEC Filings” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and Section 16 filings by our directors and executive officers as soon as reasonably practicable after we, or our executive officers or directors, as the case may be, electronically file those materials with, or furnish those materials to, the U.S.
We design, build, retrofit and upgrade our new and existing ROVs at in-house facilities, the largest of which is in Morgan City, Louisiana. In 2024, we retired eight of our conventional work-class ROV systems and replaced them with eight upgraded conventional work-class ROV systems.
We design, build, retrofit and upgrade our new and existing ROVs at in-house facilities, the largest of which is in Morgan City, Louisiana. In 2025, we retired sixteen of our conventional work-class ROV systems and replaced them with sixteen upgraded conventional work-class ROV systems.
GDi’s suite of solutions, including its Vision software, complements Oceaneering’s portfolio by supporting enhanced safety, data quality and integrity, and cost efficiency for customers worldwide. IMDS revenue: Amount Percent of Total Revenue (in thousands) 2024 $ 291,866 11 % 2023 255,282 11 % 2022 229,884 11 % Aerospace and Defense Technologies. We provide engineering services and manufacturing to the U.S.
GDi’s suite of solutions, including its Vision software, complements Oceaneering’s portfolio by supporting enhanced safety, data quality and integrity, and cost efficiency for customers worldwide. IMDS revenue: Amount Percent of Total Revenue (in thousands) 2025 $ 284,020 10 % 2024 291,866 11 % 2023 255,282 11 % Aerospace and Defense Technologies. We provide engineering services and manufacturing to the U.S.
Webster Director Managing Partner of AEC Partners L.P.; Trust Manager of Camden Property Trust; and Director (Ret.) of Callon Petroleum Company 2015 15 Tab le of Contents /
Webster Director Managing Partner of AEC Partners L.P.; Trust Manager of Camden Property Trust; and Director (Ret.) of Callon Petroleum Company 2015 15 Table of Contents /
Laura worked for Baker Hughes Incorporated as the Vice-President and Managing Director for Baker Hughes do Brasil. Jennifer F. Simons joined Oceaneering in 2023 as Senior Vice President, Chief Legal Officer and Secretary.
Laura worked for Baker Hughes Incorporated as the Vice-President and Managing Director for Baker Hughes do Brasil. 13 Table of Contents / Jennifer F. Simons joined Oceaneering in 2023 as Senior Vice President, Chief Legal Officer and Secretary.
The key raw materials we use include steel in various forms, polymers, copper wire, electronic components and plastics. Most of the raw materials that are critical to our business are generally readily available from multiple sources but may be subject to price volatility.
RAW MATERIALS We purchase various raw materials for use in manufacturing our products and delivering our services. The key raw materials we use include steel in various forms, polymers, copper wire, electronic components and plastics. Most of the raw materials that are critical to our business are generally readily available from multiple sources but may be subject to price volatility.
OPG revenue: Amount Percent of Total Revenue (in thousands) 2024 $ 591,037 22 % 2023 546,366 22 % 2022 489,317 24 % Integrity Management & Digital Solutions. We offer a wide range of asset integrity services to customers worldwide to help ensure the safety of their facilities onshore and offshore, while reducing their unplanned maintenance and repair costs.
OPG revenue: Amount Percent of Total Revenue (in thousands) 2025 $ 616,045 22 % 2024 591,037 22 % 2023 546,366 22 % Integrity Management & Digital Solutions. We offer a wide range of asset integrity services to customers worldwide to help ensure the safety of their facilities onshore and offshore, while reducing their unplanned maintenance and repair costs.
Our OPG segment provides vessel-based services principally in the U.S. Gulf of Mexico and offshore Angola, utilizing a fleet consisting of three owned and six chartered dynamically positioned deepwater vessels with integrated high-specification work-class ROVs onboard, and one owned survey vessel, other spot-chartered vessels and other assets. Our owned vessels are Jones Act-compliant.
Our OPG segment provides vessel-based services principally in the U.S. Gulf and offshore Africa, utilizing a fleet consisting of two owned and five chartered dynamically positioned deepwater vessels with integrated high-specification work-class ROVs onboard, and one owned survey vessel, other spot-chartered vessels and other assets. Our owned vessels are Jones Act-compliant.
Gulf of Mexico and offshore Angola, utilizing owned and chartered vessels; • IWOCS and RWOCS; • diving services; • decommissioning services; • project management and engineered solutions; and • drill pipe riser services and systems and wellhead load relief solutions.
Gulf and offshore Africa, utilizing owned and chartered vessels; • IWOCS and RWOCS; • diving services; • decommissioning services; • project management and engineered solutions; and • drill pipe riser services and systems and wellhead load relief solutions.
Our work-class ROV fleet size was 250 as of December 31, 2024, 2023 and 2022 and included six Isurus TM work-class ROV systems (which are capable of operating in high-current conditions and are ideal for renewables projects and high-speed surveys) and our battery-operated Liberty electric ROV (“E-ROV”) system, which we developed to 2 Tab le of Contents / address customer objectives regarding cost efficiencies, safety, personnel shortages and environmental considerations.
Our work-class ROV fleet size was 250 as of December 31, 2025, 2024 and 2023 and included eight Isurus TM work-class ROV systems (which are capable of operating in high-current conditions and are ideal for renewables projects and high-speed surveys) and our battery-operated Liberty electric ROV (“E-ROV”) system, which we developed to 2 Table of Contents / address customer objectives regarding cost and personnel efficiencies, along with safety and environmental considerations.
McDonald became Senior Vice President, Subsea Robotics in 2020 and Senior Vice President, Remotely Operated Vehicles in 2016, after 27 years with Oceaneering. Previously, he served as Vice President of Oceaneering’s ROV operations in the eastern hemisphere from 2008, and General Manager of those operations from 2006. Shaun R.
McDonald became Senior Vice President, Subsea Robotics in 2020 and Senior Vice President, Remotely Operated Vehicles in 2016, after 27 years with Oceaneering. Previously, he served as Vice President of Oceaneering’s ROV operations in the eastern hemisphere from 2008, and General Manager of those operations from 2006. William R. Merz became Senior Vice President, Aerospace and Defense Technologies in 2025.
Berry Director Director (Ret.) of Continental Resources, Inc. 2016 Deanna L. Goodwin Director Director of Arcadis NV and Kosmos Energy Ltd. 2018 Roderick A. Larson Director President and Chief Executive Officer of Oceaneering International, Inc. and Director of Newpark Resources, Inc. 2017 Paul B. Murphy, Jr.
Berry Director Director (Ret.) of Continental Resources, Inc. 2016 Deanna L. Goodwin Director Director of Arcadis NV and Kosmos Energy Ltd. 2018 Roger W. Jenkins Director Director of Regions Financial Corporation 2026 Roderick A. Larson Director President and Chief Executive Officer of Oceaneering International, Inc. and Director of Newpark Resources, Inc. 2017 Paul B. Murphy, Jr.
We also believe we are the industry leader in providing ROV services for offshore drill support, with an estimated 59% market share of the 142 contracted floating drilling rigs at the end of 2024.
We also believe we are the industry leader in providing ROV services for offshore drill support, with an estimated 60% market share of the 136 contracted floating drilling rigs at the end of 2025.
In 2024, we worked in approximately 50 countries across six continents and employed people representing over 115 different nationalities. Business Ethics Our Code of Conduct applies to all of our directors, officers and employees.
In 2025, we worked in approximately 48 countries across six continents and employed people representing over 117 different nationalities. Business Ethics Our Code of Conduct applies to all of our directors, officers and employees.
We also provide mobile robotics solutions, including autonomous mobile robot technology, and turnkey solutions that include project management, engineering design, fabrication/assembly and installation utilizing our autonomous mobile robotic technology, to a variety of industries. 4 Tab le of Contents / Manufactured Products revenue: Amount Percent of Total Revenue (in thousands) 2024 $ 555,500 21 % 2023 493,692 20 % 2022 382,361 19 % Offshore Projects Group.
We also provide mobile robotics solutions, including autonomous mobile robotic technology, and turnkey solutions that include project management, engineering design, fabrication/assembly and installation utilizing our autonomous mobile robotic technology, to a variety of industries. 4 Table of Contents / Manufactured Products revenue: Amount Percent of Total Revenue (in thousands) 2025 $ 568,971 20 % 2024 555,500 21 % 2023 493,692 20 % Offshore Projects Group.
Work-class ROVs are outfitted with manipulators, sonar and video cameras, and can operate specialized tooling packages and other equipment or features to facilitate the performance of specific underwater tasks. As of December 31, 2024, we owned 250 work-class ROVs. We believe we own and operate the largest fleet of work-class ROVs in the world.
Work-class ROVs are outfitted with manipulators, sonar and video cameras, and can operate specialized tooling packages and other equipment or features to facilitate the performance of specific underwater tasks. As of December 31, 2025, we owned 250 work-class ROVs.
Oceaneers value addressing the needs of the communities in which they live and work. We support local, regional and global initiatives to address community needs, and we offer two paid volunteer days annually to all employees to enable them to participate in community outreach activities throughout the year. • Continual Improvement of Employee Experience .
We support local, regional and global initiatives to address community needs, and we offer two paid volunteer days annually to all employees to enable them to participate in community outreach activities throughout the year. • Continual Improvement of Employee Experience .
In 2024, 2023 and 2022, four of our top five customers were oil and gas exploration and production companies served by our Energy business segments, with the other one being the U.S. Government, which is served primarily by our ADTech segment. For the year ended December 31, 2024, no individual customer accounted for more than 10% of our consolidated revenue.
In 2025, 2024 and 2023, four of our top five customers were oil and gas exploration and production companies served by our Energy business segments, with the other one being the U.S. Government, which is served primarily by our ADTech segment. For the year ended December 31, 2025, revenue from one customer, the U.S.
Larson previously served as Senior Vice President and Chief Operating Officer from 2012 to 2015. Prior to joining Oceaneering in 2012, Mr.
Larson has served as President and Chief Executive Officer of Oceaneering since 2017 and as President since 2015. Mr. Larson previously served as Senior Vice President and Chief Operating Officer from 2012 to 2015. Prior to joining Oceaneering in 2012, Mr.
ADTech revenue: Amount Percent of Total Revenue (in thousands) 2024 $ 392,936 15 % 2023 376,845 16 % 2022 342,601 16 % MARKETING Energy. Energy exploration and development expenditures fluctuate from year to year.
ADTech revenue: Amount Percent of Total Revenue (in thousands) 2025 $ 459,904 17 % 2024 392,936 15 % 2023 376,845 16 % MARKETING Energy. Energy exploration and development expenditures fluctuate from year to year.
Prior to that, she served in various roles including Vice President, General Counsel and Corporate Secretary from 2018, and General Manager of Parker Wellbore’s Canadian offshore drilling operations from 2016. Before Parker Wellbore, Ms. Simons practiced law with Chamberlain, Hrdlicka, White, Williams & Aughtry. Philip G.
Prior to that, she served in various roles including Vice President, General Counsel and Corporate Secretary from 2018, and General Manager of Parker Wellbore’s Canadian offshore drilling operations from 2016. Before Parker Wellbore, Ms. Simons practiced law with Chamberlain, Hrdlicka, White, Williams & Aughtry. Michael W. Sumruld became Senior Vice President and Chief Financial Officer in 2026.
The following information relates to our executive officers as of February 14, 2025: NAME AGE POSITION EXECUTIVE OFFICER SINCE EMPLOYEE SINCE Roderick A. Larson 58 President and Chief Executive Officer and Director 2012 2012 Earl F. Childress 59 Senior Vice President and Chief Commercial Officer 2020 2020 Alan R.
The following information relates to our executive officers as of February 13, 2026: NAME AGE POSITION EXECUTIVE OFFICER SINCE EMPLOYEE SINCE Roderick A. Larson 59 President and Chief Executive Officer and Director 2012 2012 Earl F. Childress 60 Senior Vice President and Chief Commercial Officer 2020 2020 Holly D.
McDonald 61 Senior Vice President, Subsea Robotics 2015 1989 Shaun R. Roedel 57 Senior Vice President, Manufactured Products 2020 2009 Catherine E. Dunn 47 Vice President and Chief Accounting Officer 2023 2002 Each executive officer serves at the discretion of our Board of Directors and is subject to reelection or reappointment each year after the annual meeting of our shareholders.
Roedel 58 Senior Vice President, Manufactured Products 2020 2009 Catherine E. Dunn 48 Vice President and Chief Accounting Officer 2023 2002 Each executive officer serves at the discretion of our Board of Directors and is subject to reelection or reappointment each year after the annual meeting of our shareholders.
For the years ended December 31, 2023 and 2022, revenue from one customer, the U.S. Government, accounted for 10% and 11%, respectively, of our total consolidated annual revenue, and no other customer accounted for more than 10% of our total consolidated revenue.
Government, accounted for 12% of our total consolidated annual revenue, and no other customer accounted for more than 10% of our total consolidated revenue. For the year ended December 31, 2024, no individual customer accounted for more than 10% of our consolidated revenue. For the year ended December 31, 2023, revenue from one customer, the U.S.
The ability to develop improved equipment and techniques and to attract, train and retain skilled personnel is also an important competitive factor in our markets. Our survey and positioning services operate in a competitive environment, as one of several companies that provide these services. Additionally, in recent years, we have been targeting increasing our presence in international markets. Manufactured Products.
The ability to develop improved equipment and techniques and to attract, train and retain skilled personnel is also an important competitive factor in our markets. Our survey and positioning services operate in a competitive environment, as one of several companies that provide these services.
Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole.
We have acquired patents and licenses and granted licenses to others when we have considered it advantageous for us to do so. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole.
We intend to continue to expand our remote service offerings in this segment given the potentially significant savings both financially and in CO₂ emissions available from Freedom , Liberty and Isurus TM systems. Manufactured Products.
We intend to continue to expand our remote service offerings in this segment given the potentially significant savings both financially and in CO₂ emissions available from Freedom , Liberty and Isurus TM systems. Our ROV tooling provides an operational interface between the ROV and subsea equipment.
Our quality management systems are registered as being in conformance with ISO 9001:2015 and cover: • our Subsea Robotics operations in the U.S.
Our quality management systems are, at a minimum, registered as being in conformance with ISO 9001:2015, with several locations also conforming with ISO 29001:2020 and cover: • our Subsea Robotics operations in the U.S.
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. 3 Tab le of Contents / DESCRIPTION OF BUSINESS Energy Our Energy business consists of the Subsea Robotics, Manufactured Products, Offshore Projects Group and Integrity Management & Digital Solutions segments.
Many of the services and products utilized in ADTech are applied technologies 3 Table of Contents / based on our core competencies and knowledge derived from decades of working in the offshore markets and solving complex problems in harsh environments. DESCRIPTION OF BUSINESS Energy.
As of December 31, 2024, we had approximately 10,400 employees, of whom approximately 38% were employed in the United States and approximately 62% were employed outside of the United States. Our workforce varies seasonally and typically peaks during the second and third quarter of each year.
As of December 31, 2025, we had approximately 11,100 employees, of whom approximately 35% were employed in the United States and approximately 65% were employed outside of the United States. Our workforce varies seasonally and typically peaks during the second and third quarters of each year.
However, some of our competitors’ vessels are not Jones Act-compliant, which requires that vessels operating in the U.S. Gulf of Mexico be built and registered in the United States and 75% U.S. owned in order to transport merchandise between points in the United States.
In general, our competitors can move their vessels to where we operate from other locations with relative ease. However, some of our competitors’ vessels are not Jones Act-compliant, which requires that vessels operating in the U.S. Gulf be built and registered in the United States and 75% U.S. owned in order to transport merchandise between points in the United States.
SEASONALITY AND BACKLOG We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf of Mexico in our OPG segment, which is usually more active in the second and third quarters, as compared to the rest of the year.
SEASONALITY AND BACKLOG We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf 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.
Item 1. Business. GENERAL DEVELOPMENT OF BUSINESS Oceaneering International, Inc. (“Oceaneering,” “we,” “us” or “our”) is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, manufacturing and entertainment industries.
Item 1. Business. GENERAL DEVELOPMENT OF BUSINESS Oceaneering International, Inc. (“Oceaneering,” “we,” “us” or “our”) is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace and manufacturing industries. Oceaneering was organized as a Delaware corporation in 1969 out of the combination of three diving service companies founded in the early 1960s.
The continued evolution of applying our advanced technologies has expanded our presence into numerous adjacent markets focused on autonomous robotics. We believe we are one of the world's largest underwater services contractors.
Since our establishment, we have concentrated on the development and marketing of underwater services and products to meet customer needs requiring the use of advanced technology. The continued evolution of applying our advanced technologies has expanded our presence into numerous adjacent markets focused on autonomous robotics. We believe we are one of the world's largest underwater services contractors.
Before joining Oceaneering in 2005, he served in the U.S. Navy for over 25 years. William R. Merz became Senior Vice President, Aerospace and Defense Technologies in 2025. He joined Oceaneering in 2024 as Vice President, Aerospace and Defense Technologies, from his position as Vice President of Operations for Entergy in Houston. Prior to joining Oceaneering, Mr.
He joined Oceaneering in 2024 as Vice President, Aerospace and Defense Technologies, from his position as Vice President of Operations for Entergy in Houston. Prior to joining Oceaneering, Mr. Merz served 36 years in the U.S. Navy as a nuclear submarine officer, a career that culminated in command of the U.S.
We believe that our broad geographic sales and operational coverage, long history of operations, technical and safety reputation, application of various inspection technologies and accreditation to international quality standards enable us to compete effectively in our selected asset integrity and inspection services market segments. 7 Tab le of Contents / Aerospace and Defense Technologies Engineering services is a very broad market with a large number of competitors.
We are expanding our integrity management services into adjacent markets and are developing our digitization services. We believe that our broad geographic sales and operational coverage, long history of operations, technical and safety reputation, application of various inspection technologies and accreditation to international quality standards enable us to compete effectively in our selected asset integrity and inspection services market segments.
Subsea Robotics revenue: Amount Percent of Total Revenue (in thousands) 2024 $ 829,822 31 % 2023 752,521 31 % 2022 621,921 30 % ROV tooling provides an additional operational interface between an ROV and equipment located subsea. We also provide survey services, including hydrographic survey and positioning services and autonomous underwater vehicles for geoscience. Manufactured Products.
Subsea Robotics revenue: Amount Percent of Total Revenue (in thousands) 2025 $ 855,216 31 % 2024 829,822 31 % 2023 752,521 31 % ROV tooling provides an operational interface between an ROV and equipment located subsea. Our survey services business provides survey, positioning and geoscience services through the use of autonomous underwater vehicles and autonomous surface vessels. Manufactured Products.
Beierl 66 Senior Vice President, Aerospace and Defense Technologies 2018 2005 William R. Merz 61 Senior Vice President, Aerospace and Defense Technologies 2025 2024 Christopher J. Dyer 45 Senior Vice President, Offshore Projects Group 2022 2004 Leonardo P. Granato 51 Senior Vice President, Integrity Management and Digital Solutions 2022 2016 Martin J.
Dyer 46 Senior Vice President, Offshore Projects Group 2022 2004 Leonardo P. Granato 52 Senior Vice President, Integrity Management and Digital Solutions 2022 2016 Martin J. McDonald 62 Senior Vice President, Subsea Robotics 2015 1989 William R. Merz 62 Senior Vice President, Aerospace and Defense Technologies 2025 2024 Shaun R.
Although we do not depend on any one customer, the loss of one of our significant customers could, at least on a short-term basis, have an adverse effect on our results of operations and cash flows. RAW MATERIALS We purchase various raw materials for use in manufacturing our products and delivering our services.
Government, accounted for 10% of our total consolidated annual revenue, and no other customer accounted for more than 10% of our total consolidated revenue. Although we do not depend on any one customer, the loss of one of our significant customers could, at least on a short-term basis, have an adverse effect on our results of operations and cash flows.
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 IMR and installation, which is more seasonal than drill support.
The level of our Subsea Robotics seasonality depends on the number of ROVs we have engaged in vessel-based subsea infrastructure IMR 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.
Roedel became Senior Vice President, Manufactured Products in 2020 and Vice President Subsea Manufactured Products in 2017. He joined Oceaneering in 2009 as Assistant General Manager/Group Project Manager of the umbilical plant in Panama City, Florida. Prior to joining Oceaneering, Mr.
Seventh Fleet and senior Pentagon positions as the Navy’s Requirements Officer (OPNAV N9), Operations/Policy Officer (OPNAV N3/N5), and Director of Undersea Warfare. Shaun R. Roedel became Senior Vice President, Manufactured Products in 2020 and Vice President Subsea Manufactured Products in 2017. He joined Oceaneering in 2009 as Assistant General Manager/Group Project Manager of the umbilical plant in Panama City, Florida.
Our Code of Conduct outlines Oceaneering’s commitment to honest and ethical conduct, compliance with applicable laws and regulations, prompt internal reporting of potential and actual violations (including a prohibition against retaliation for making good faith reports), accountability for violations and public reporting or disclosures as required by applicable law.
We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Conduct and any waiver from a provision of our Code of Conduct by posting such information on our website at www.oceaneering.com under "Investors—Governance." 10 Table of Contents / Our Code of Conduct outlines Oceaneering’s commitment to honest and ethical conduct, compliance with applicable laws and regulations, prompt internal reporting of potential and actual violations (including a prohibition against retaliation for making good faith reports), accountability for violations and public reporting or disclosures as required by applicable law.
Our attraction and retention efforts include: • Business Ethics . As described more fully below, we foster a culture that encourages Oceaneering employees (“Oceaneers”) to act with integrity and insist upon business ethics. • Compensation and Benefits . We aim to offer competitive compensation packages, including benefit packages tailored to local markets of operation. • Career Development .
We believe our future success largely depends on our continued ability to attract and retain highly skilled employees. Our attraction and retention efforts include: • Business Ethics . As described more fully below, we foster a culture that encourages Oceaneering employees (“Oceaneers”) to act with integrity and insist upon business ethics. • Compensation and Benefits .
Our Aerospace and Defense Technologies (“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.
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. 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.
We also are focused on deploying our capabilities to grow business in mobile robotics, offshore wind installations, nuclear, and other clean energy solutions. Subsea Robotics. ROVs are tethered submersible vehicles remotely operated from the surface.
We believe that ongoing global demand for energy will continue to benefit our Energy business. We also are focused on deploying our capabilities to grow our business and increase profitability in integrity management, survey services and mobile robotics. Subsea Robotics. ROVs are tethered submersible vehicles remotely operated from the surface.
We expect full commitment to HSSE from all Oceaneers and from all of our business partners. • Diversity. Given our global footprint and the breadth of skills, qualifications, and perspectives required to achieve our business goals, we endeavor to attract, promote, and retain the best and brightest employees from all populations.
Given our global footprint and the breadth of skills, qualifications, and perspectives required to achieve our business goals, we endeavor to attract, promote, and retain the best and brightest employees from all populations. Additionally, we value a culture where employees can be authentic at work, live their values, and grow and advance their careers.
We take a proactive, preventative, and people-first approach to health, safety, security and environmental (“HSSE”) risks in our business. We start by measuring leading indicators that provide opportunities to avoid HSSE events before they happen, and we keep HSSE at the forefront of our decisions.
We start by measuring leading indicators that provide opportunities to avoid HSSE events before they happen, and we keep HSSE at the forefront of our decisions. We expect full commitment to HSSE from all Oceaneers and from all of our business partners. • Diversity.
Additionally, we value a culture where employees can be authentic at work, live their values, and grow and advance their careers. Our local, regional, and global employee resource groups are open to all Oceaneers and offer opportunities for networking, community-building, and knowledge enhancement. • Community Involvement .
Our local, regional, and global employee resource groups are open to all Oceaneers and offer opportunities for networking, community-building, and knowledge enhancement. • Community Involvement . Oceaneers value addressing the needs of the communities in which they live and work.
Curtis 59 Senior Vice President and Chief Financial Officer 2015 1995 Holly D. Kriendler 60 Senior Vice President and Chief Human Resources Officer 2020 2016 Benjamin M. Laura 46 Senior Vice President and Chief Operating Officer 2020 2014 Jennifer F. Simons 48 Senior Vice President, Chief Legal Officer and Secretary 2023 2023 Philip G.
Kriendler 61 Senior Vice President and Chief Human Resources Officer 2020 2016 Benjamin M. Laura 47 Senior Vice President and Chief Operating Officer 2020 2014 Jennifer F. Simons 49 Senior Vice President, Chief Legal Officer and Secretary 2023 2023 Michael W. Sumruld 55 Senior Vice President and Chief Financial Officer 2026 2025 Christopher J.
We value continued learning and growth for all Oceaneers, regardless of their location, career path or background. In our global business, we develop talent and offer career advancement within local communities while offering exciting opportunities to deepen international business and cultural experiences for Oceaneers with such aspirations.
In our global business, we develop talent and offer career advancement within local communities while offering exciting opportunities to deepen international business and cultural experiences for Oceaneers with such aspirations. We offer accelerated career paths for technicians into senior and supervisory roles as well as leadership development for personnel on professional career tracks.
Gulf of Mexico, the U.K., Norway, Angola, the United Arab Emirates, Oman, Qatar, Australia, Malaysia, Indonesia and Azerbaijan; and • the Oceaneering Space Systems, Oceaneering Technologies and Marine Services divisions of our Aerospace and Defense Technologies segment in the U.S.
Gulf, the U.K., Norway, Brazil, Angola, the United Arab Emirates, Oman, Qatar, Australia, Malaysia, Indonesia and Azerbaijan; and • the Oceaneering Space Systems, Oceaneering Technologies and Marine Services divisions of our Aerospace and Defense Technologies segment in the U.S. 9 Table of Contents / ISO 9001 is an internationally recognized system for quality management established by the International Standards Organization, and the 2015 edition emphasizes customer satisfaction, risk assessment and continual improvement.
With our manufactured products business, we are one of several companies that compete on a worldwide basis for the provision of steel tube and thermoplastic control umbilicals. Compared to current and forecasted market demand, coupled with competitors reducing supply capacity, we have seen improvements in the umbilical manufacturing and energy markets.
Additionally, in recent years, we have been targeting increasing our presence in international markets through the use of simultaneous operations that have enhanced our ability to conduct remote operations. Manufactured Products. With our manufactured products business, we are one of several companies that compete on a worldwide basis for the provision of steel tube and thermoplastic control umbilicals.
We perform subsea intervention and hardware installation services, principally in the U.S. Gulf of Mexico and West Africa, from multiservice deepwater vessels. We are one of many companies that offer these services. In general, our competitors can move their vessels to where we operate from other locations with relative ease.
Within our mobility solutions business, there are many niche competitors offering specialized services and products, both on a regional and a global basis. Offshore Projects Group. We perform subsea intervention and hardware installation services, principally in the U.S. Gulf and offshore Africa, from multiservice deepwater vessels. We are one of many companies that offer these services.
We believe the reduction in capacity by some of our competitors over the last few years, coupled with an increase in demand, should help with balancing a historically over-supplied market. Within our mobility solutions and entertainment businesses, there are many niche competitors offering specialized services and products, both on a regional and a global basis. Offshore Projects Group.
Compared to current and forecasted market demand, coupled with competitors reducing supply capacity, we have seen improvements in the umbilical manufacturing and energy markets. We believe the reduction in capacity by some of our competitors over the last few years, coupled with an increase in demand, should help with balancing a historically over-supplied market.
Curtis became Senior Vice President and Chief Financial Officer in 2015. Prior to that time, Mr. Curtis served as Senior Vice President, Operations Support from 2014. Mr. Curtis joined Oceaneering as Financial Controller in 1995. Holly D.
He joined Oceaneering in 2025 as Senior Vice President, Finance. Prior to that time, Mr. Sumruld served as Senior Vice President and Chief Financial Officer for Parker Drilling Company from 2017 until its sale to Nabors Industries Ltd. in 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks associated with our operations in foreign areas include risks of: • regional and global economic downturns; • public health crises, such as COVID-19, Severe Acute Respiratory Syndrome, severe influenza and other highly communicable viruses or diseases, that could limit our access to customers', vendors' or our facilities or offices, impose travel restrictions on our personnel or otherwise adversely affect our operations or demand for our services; • expropriation, confiscation or nationalization of assets; • renegotiation or nullification of existing contracts; • foreign exchange restrictions; • foreign currency fluctuations, particularly in countries highly dependent on oil revenue; • foreign taxation, including the application and interpretation of tax laws; • the inability to repatriate earnings or capital; • changing political conditions; • changing foreign trade policies and tariffs; • changing foreign and domestic monetary policies; and • social, political, military and economic situations in foreign areas where we do business and the possibilities of civil disturbances, war, other armed conflict, terrorist attacks or acts of piracy. 17 Tab le of Contents / Changes in U.S. foreign trade policies, including as a result of the new presidential administration, could lead to the imposition of additional trade barriers and tariffs on us.
Biggest changeRisks associated with our operations in foreign areas include risks of: • regional and global economic downturns; • expropriation, confiscation or nationalization of assets; • renegotiation or nullification of existing contracts; • foreign exchange restrictions; • foreign currency fluctuations, particularly in countries highly dependent on oil revenue; • foreign taxation, including the application and interpretation of tax laws; • the inability to repatriate earnings or capital; • changing political conditions; • changing foreign trade policies and tariffs and potential impacts of legal challenges thereto; • changing foreign and domestic monetary policies; • public health crises, such as COVID-19, Severe Acute Respiratory Syndrome, severe influenza and other highly communicable viruses or diseases, that could limit our access to customers', vendors' or our facilities or offices, impose travel restrictions on our personnel or otherwise adversely affect our operations or demand for our services; and • social, political, military and economic situations in foreign areas where we do business and the possibilities of civil disturbances, war, other armed conflict, terrorist attacks or acts of piracy. 17 Table of Contents / Changes in U.S. foreign trade policies could lead to the imposition of additional trade barriers and tariffs on us.
Failure, or a perceived failure, to adequately respond to or meet evolving ESG expectations, concerns and standards may cause us to suffer reputational damage and materially and adversely affect our business or financial condition, or the trading price of our securities.
Failure, or a perceived failure, to adequately respond to or meet evolving expectations, concerns and standards may cause us to suffer reputational damage and materially and adversely affect our business or financial condition, or the trading price of our securities.
Risks associated with these threats include disruptions of certain systems on our vessels or systems utilized to operate our ROVs; other impairments of our ability to conduct our operations; interruption of internal critical services; interruption of external critical services to customers; interruption of our ability to bill or collect payment from customers; loss of or damage to intellectual property, proprietary information or employee or customer data; disruption of our customers’ operations; loss or damage to our employee or customer data delivery systems; damage to our reputation or customer or other business relationships; inability to comply with our contractual or regulatory obligations in a timely manner which could result in civil litigation, regulatory investigations or other enforcement actions by governmental authorities and associated costs, fines or penalties; increased costs to prevent, respond to or mitigate cybersecurity incidents; and diversion of management or work force attention.
Risks associated with these threats include disruptions of certain systems on our vessels or systems utilized to operate our ROVs; other impairments of our ability to conduct our operations; interruption of internal critical services; interruption of external critical services to customers; interruption of our ability to bill or collect payment from customers; loss of or damage to intellectual property, proprietary information or employee or customer data; disruption of our customers’ operations; loss or damage to our employee or customer data delivery systems; damage to our reputation or customer or other business relationships; inability to comply with our contractual or regulatory obligations in a timely 24 Table of Contents / manner which could result in civil litigation, regulatory investigations or other enforcement actions by governmental authorities and associated costs, fines or penalties; increased costs to prevent, respond to or mitigate cybersecurity incidents; and diversion of management or work force attention.
Moreover, acquisitions and dispositions involve various risks, including: • difficulties relating to the assimilation of personnel, services and systems of an acquired business and the assimilation of marketing and other operational capabilities; • challenges resulting from unanticipated changes in customer and other third-party relationships subsequent to acquisition; 22 Tab le of Contents / • additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls; • assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition transaction was negotiated; • future realizability of noncash consideration; • possible liabilities under the FCPA and other anti-corruption laws; • diversion of management's attention from day-to-day operations; • failure to realize anticipated benefits, such as cost savings and revenue enhancements; • potentially substantial transaction costs associated with acquisitions; and • potential impairment resulting from the overpayment for an acquisition.
Moreover, acquisitions and dispositions involve various risks, including: • difficulties relating to the assimilation of personnel, services and systems of an acquired business and the assimilation of marketing and other operational capabilities; • challenges resulting from unanticipated changes in customer and other third-party relationships subsequent to acquisition; • additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls; • assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition transaction was negotiated; • future realizability of noncash consideration; • possible liabilities under the FCPA and other anti-corruption laws; • diversion of management's attention from day-to-day operations; • failure to realize anticipated benefits, such as cost savings and revenue enhancements; • potentially substantial transaction costs associated with acquisitions; and • potential impairment resulting from the overpayment for an acquisition.
Some of our competitors or potential competitors have greater financial or other resources than we have. Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than those of our services and products.
Some of our competitors or potential competitors have greater financial, technical, personnel or other resources than we have. Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than those of our services and products.
Finally, if we acquire an entity that has violated or is not in compliance with applicable data privacy and, security laws or regulations (or contractual provisions), we may experience similar adverse consequences. Risks Related to our Organization and Structure We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.
Finally, if we acquire an entity that has violated or is not in compliance with applicable data privacy and, security laws or regulations (or contractual provisions), we may experience similar adverse consequences. 25 Table of Contents / Risks Related to our Organization and Structure We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.
In a highly inflationary environment, we may be unable to raise pricing for our energy services and products at or above the rate of inflation, which could reduce our profit margins and our 21 Tab le of Contents / cost of capital, labor and materials could increase, which could have an adverse impact on our business and our financial condition.
In a highly inflationary environment, we may be unable to raise pricing for our energy services and products at or above the rate of inflation, which could reduce our profit margins and our 21 Table of Contents / cost of capital, labor and materials could increase, which could have an adverse impact on our business and our financial condition.
We cannot predict what changes to trade policy will be made by the current or a future presidential administration or Congress, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.
We cannot predict what changes to trade policy will be made by the current or a future presidential administration or Congress, including whether existing tariff policies will be maintained or modified (or if legal challenges to such policies will prevail), or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.
Although it 16 Tab le of Contents / is not possible at this time to predict the timing and effect of climate-related business trends, any such developments, including the declining cost of renewable energy generation technologies, continued government subsidies, and the continuing electrification of various technologies that previously used hydrocarbons, could impact the long-term demand for oil and natural gas and, ultimately, the demand for the services and products of our Energy business.
Although it is not possible at this time to predict the timing and effect of climate-related business trends, any such developments, including the declining 16 Table of Contents / cost of renewable energy generation technologies (and the increased demand thereof), continued government subsidies, and the continuing electrification of various technologies that previously used hydrocarbons, could impact the long-term demand for oil and natural gas and, ultimately, the demand for the services and products of our Energy business.
Those variations may increase our compliance costs and place increased demand on our resources by creating complex monitoring, control and compliance challenges. Any 25 Tab le of Contents / failure by us to comply with these laws and regulations, including as a result of a personal data breach, could result in significant penalties and liabilities for us.
Those variations may increase our compliance costs and place increased demand on our resources by creating complex monitoring, control and compliance challenges. Any failure by us to comply with these laws and regulations, including as a result of a personal data breach, could result in significant penalties and liabilities for us.
Businesses across all industries are facing increasing scrutiny from investors, governmental authorities, regulatory agencies and the public related to their ESG practices, including practices and disclosures related to climate change, sustainability, diversity, equity and inclusion initiatives and heightened governance standards.
Businesses across all industries are facing increasing scrutiny from investors, governmental authorities, regulatory agencies and the public related to their practices and disclosures related to climate change, sustainability, diversity and inclusion initiatives and heightened governance standards.
Some of these systems are managed or provided by third-party service providers, including certain cloud platform or cloud software providers. As a result, our business operations 24 Tab le of Contents / could be negatively impacted by a breach or interruption of systems that originates from, or compromises, third-party networks or devices outside of our control.
Some of these systems are managed or provided by third-party service providers, including certain cloud platform or cloud software providers. As a result, our business operations could be negatively impacted by a breach or interruption of systems that originates from, or compromises, third-party networks or devices outside of our control.
Some factors that have affected and are likely to continue affecting oil and gas prices and the level of demand for our services and products include the following: • worldwide demand for oil and gas; • general economic and business conditions and industry trends; • the ability of OPEC to set and maintain production levels; • the level of production by non-OPEC countries; • the ability of oil and gas companies to generate funds for capital expenditures; • the ongoing ability to access external financing from financial institutions or the capital markets; • the cost of exploring for, developing and producing oil and gas as compared to alternative energy sources; • domestic and foreign tax policy; • laws and governmental regulations that restrict exploration and development of oil and gas in various offshore jurisdictions; • technological changes that could lead to competition from new market entrances; • technological advances that impact the demand for energy, as well as the production of oil and gas; • the political environment of oil-producing regions; • the changing environmental and social landscape; • the price and availability of alternative energy; • war, sabotage, terrorism and civil unrest, including the conflict between Russia and Ukraine and conflict in the Middle East; and • extreme weather conditions, natural disasters, public health crises and pandemics or epidemics, such as COVID-19 and variants thereof.
Some factors that have affected and are likely to continue affecting oil and gas prices and the level of demand for our services and products include the following: • worldwide demand for energy; • general economic and business conditions and industry trends; • the ability of OPEC to set and maintain production levels; • the level of production by non-OPEC countries; • the ability of oil and gas companies to generate funds for capital expenditures; • the ongoing ability to access external financing from financial institutions or the capital markets; • the cost of exploring for, developing and producing oil and gas as compared to alternative energy sources; • domestic and foreign tax policy; • laws and governmental regulations that restrict exploration and development of oil and gas in various offshore jurisdictions; • technological changes that could lead to competition from new market entrances; • technological advances that impact the demand for energy, as well as the production of oil and gas; • the political environment of oil-producing regions; • the changing environmental and social landscape; • the price and availability of alternative energy; • war, sabotage, terrorism and civil unrest, including conflicts throughout the world where we and our customers operate; and • extreme weather conditions, natural disasters, public health crises and pandemics or epidemics, such as COVID-19 and variants thereof.
The adoption of additional climate change laws or regulations in the future could result in increased costs for our Energy business customers and us to (1) operate and maintain operating facilities, (2) install new emission controls or abatement technologies (such as CCS technologies) in operating facilities and (3) administer and manage greenhouse gas emissions programs.
The adoption of additional climate change laws or regulations in the future could result in increased costs for our Energy business customers and us to (1) operate and maintain operating facilities, (2) install new emission controls or abatement technologies (such as carbon capture and storage (“CCS”) technologies) in operating facilities and (3) administer and manage greenhouse gas emissions programs.
If our sustainability assumptions or practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and our attractiveness as an investment or business partner could be negatively affected.
If our sustainability assumptions or practices do not meet investor or other stakeholder 23 Table of Contents / expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and our attractiveness as an investment or business partner could be negatively affected.
We have developed, and we will continue to develop, goals, targets and other objectives related to sustainability matters, including our 2030 emission reduction targets. Statements related to these goals, targets and objectives are made using various underlying assumptions and reflect our current intentions, and do not constitute a guarantee 23 Tab le of Contents / that they will be achieved.
We have developed, and we will continue to develop, goals, targets and other objectives related to sustainability matters, including our 2030 emission reduction targets. Statements related to these goals, targets and objectives are made using various underlying assumptions and reflect our current intentions, and do not constitute a guarantee that they will be achieved.
It is possible that other developments, such as stricter environmental laws and regulations, and claims for damages to property or persons resulting from our operations, would result in substantial costs and liabilities.
It is possible that other developments, such as stricter environmental laws and regulations, and claims for 20 Table of Contents / damages to property or persons resulting from our operations, would result in substantial costs and liabilities.
This factor is significant to our segments' operations, particularly in the operating segments within our Energy business, where capital investment is critical to our ability to compete. Our aspirations, goals, commitment targets and initiatives related to sustainability, including emissions reduction and our public statements and disclosures regarding the same, expose us to numerous risks.
These factors may be significant to our segments' operations, particularly in the operating segments within our Energy business, where capital investment is critical to our ability to compete. Our aspirations, goals, commitment targets and initiatives related to sustainability, including emissions reduction and our public statements and disclosures regarding the same, expose us to numerous risks.
In December 2024, the Chinese government placed restrictions on and sanctioned our company and certain executives in response to recent U.S. announcements of military sales and aid to Taiwan and in response to the recent approval of the U.S. government’s annual defense spending. We will continue to follow U.S.
In December 2024, the Chinese government placed restrictions on and sanctioned our parent company and certain executives in response to recent U.S. announcements of military sales and aid to Taiwan and in response to the recent approval of the U.S. government’s annual defense spending.
A significant portion of our revenue is attributable to operations in foreign countries. These activities accounted for approximately 58% of our consolidated revenue in 2024.
A significant portion of our revenue is attributable to operations in foreign countries. These activities accounted for approximately 55% of our consolidated revenue in 2025.
A significant increase in the wages paid by other employers could result in a reduction in our workforce, increases in wage rates, or both. We may not be able to compete successfully against current and future competitors. Our businesses operate in highly competitive industry segments.
A significant increase in the wages paid by other employers could result in a reduction in our workforce, increases in wage rates, or both. We may not be able to compete successfully against current and future competitors, particularly competitors that may have substantially greater financial, technical and personnel resources than we do. Our businesses operate in highly competitive industry segments.
Please refer to the risk factor entitled “ Our operations could be adversely impacted by the indirect consequences of climate change and climate-related business trends ” for a discussion of the impact of other climate-related consequences on our business, financial condition, results of operations and cash flows.
Please refer to the risk factor entitled “ Our operations could be adversely impacted by increased transition to renewable or other alternative energy sources as a result of climate change and climate-related business trends ” for a discussion of the impact of other climate-related consequences on our business, financial condition, results of operations and cash flows.
Negative public perception regarding us and/or the energy industry resulting from, among other things, concerns raised by advocacy groups about oil spills, greenhouse gas emissions, climate change and explosions of or leaks from pipelines carrying crude oil, refined petroleum products or natural gas, may lead to increased regulatory scrutiny, which may, in turn, lead to new safety and environmental laws, regulations, guidelines and enforcement interpretations.
Alternatively, we may be accused of “greenhushing” for the failure to communicate certain climate-related initiatives, commitments and goals. 19 Table of Contents / Furthermore, negative public perception regarding us or the energy industry resulting from, among other things, concerns raised by advocacy groups about oil spills, greenhouse gas emissions, climate change and explosions of or leaks from pipelines carrying crude oil, refined petroleum products or natural gas, may lead to increased regulatory scrutiny, which may, in turn, lead to new safety and environmental laws, regulations, guidelines and enforcement interpretations.
In particular, the cost of capital could increase substantially and the availability of funds from the capital markets could diminish significantly. Credit and capital markets have, from time to time, experienced volatility. Our ability to access the capital markets in the future could be restricted or available on terms we do not consider favorable.
Credit and capital markets have, from time to time, experienced volatility. Our ability to access the capital markets in the future could be restricted or available on terms we do not consider favorable.
It is possible that such new laws and regulations, or changes to the application or interpretation of existing laws and regulations, may significantly increase our operating costs and those of our customers, or otherwise directly or indirectly affect our operations. On August 16, 2022, President Biden signed the IRA into law.
It is possible that such new laws and regulations, or changes to the application or interpretation of existing laws and regulations, may significantly increase our operating costs and those of our customers, or otherwise directly or indirectly affect our operations.
We operate on a worldwide basis with substantial operations outside the United States that subject us to U.S. dollar translation and economic risks.
Financial Risks Foreign exchange risks and fluctuations may affect our profitability on certain projects. We operate on a worldwide basis with substantial operations outside the United States that subject us to U.S. dollar translation and economic risks.
Ultimately, these risks could result in reduced demand for the services and products of our Energy business, which would adversely impact our revenues, and increased costs that may adversely affect our profitability and cash flows. In addition, climate change legislation and regulation may subject us to increased competition to develop innovative new products that result in lower emissions.
Ultimately, these risks could result in reduced demand for the services and products of our Energy business, which would adversely impact our revenues, and increased costs that may adversely affect our profitability and cash flows.
Permits are required for the operation of various facilities, and those permits are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, injunctions or both.
Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, injunctions or both.
However, the terms of those letters of credit, including terms relating to the customer’s ability to draw upon the letter of credit and the amount of the letter of credit required, can vary significantly.
Those letters of credit and surety bond arrangements generally protect customers against our failure to perform our obligations under the applicable contracts. However, the terms of those letters of credit, including terms relating to the customer’s ability to draw upon the letter of credit and the amount of the letter of credit required, can vary significantly.
In addition, to the extent financial markets and insurance carriers view climate change and the greenhouse gas emissions of our Energy business customer base as a financial risk, this could negatively impact our cost of and access to capital and insurance.
Further, such legislation or regulation could prevent customer projects from going forward, thereby potentially reducing the need for our products and services. In addition, to the extent insurance carriers view climate change and the greenhouse gas emissions of our Energy business customer base as a financial risk, this could negatively impact our cost of insurance.
Our insurance policies and the contractual indemnity protection we seek to obtain from our customers may not be sufficient or effective to protect us under all circumstances or against all risks involving compliance with environmental laws and regulations. Financial Risks Foreign exchange risks and fluctuations may affect our profitability on certain projects.
Our insurance policies and the contractual indemnity protection we seek to obtain from our customers may not be sufficient or effective to protect us under all circumstances or against all risks involving compliance with environmental laws and regulations. We are currently subject to disputes, legal and regulatory claims, investigations and proceedings, some of which could be material.
As a result, such initiatives could have an adverse impact on our business and our financial condition. Difficulty in obtaining sufficient capital could adversely impact our business and financial condition. A financial crisis or economic recession could have an adverse impact on our business and our financial condition.
Difficulty in obtaining sufficient capital could adversely impact our business and financial condition. A financial crisis or economic recession could have an adverse impact on our business and our financial condition. In particular, the cost of capital could increase substantially and the availability of funds from the capital markets could diminish significantly.
Legislation to regulate greenhouse gas emissions has, from time to time, been introduced in the U.S. Congress and such legislation may be proposed or adopted in the future.
Legislation to regulate greenhouse gas emissions has, from time to time, been introduced in the U.S. Congress and such legislation may be proposed or adopted in the future. It is not possible at this time to predict the timing and effect of climate change or to predict whether new greenhouse gas legislation, regulations or other measures will be adopted.
We do not enter into derivative instruments for trading or other speculative purposes. Our operational cash flows and cash balances, though predominately held in U.S. dollars, may consist of different currencies at various points in time in order to execute our contracts globally.
Our operational cash flows and cash balances, though predominately held in U.S. dollars, may consist of different currencies at various points in time in order to execute our contracts globally. Non-U.S. asset and liability balances are subject to currency fluctuations when measured period to period for financial reporting purposes in U.S. dollars.
Risks of substantial costs and liabilities related to environmental compliance issues are inherent in our operations. Our operations are subject to extensive federal, state, local and foreign laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment.
Our operations are subject to extensive federal, state, local and foreign laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. Permits are required for the operation of various facilities, and those permits are subject to revocation, modification and renewal.
Our future growth will depend on our ability to continue to innovate by developing and commercializing new service and product offerings. Investments in new technologies involve varying degrees of uncertainties and risk.
Our business strategy also includes development and commercialization of new technologies to support our growth. The development and commercialization of new technologies require capital investment and involve various risks and uncertainties. Our future growth will depend on our ability to continue to innovate by developing and commercializing new service and product offerings.
The occurrence of a significant event not fully insured or indemnified against or the failure of a customer to meet its indemnification obligations to us could materially and adversely affect our results of operations and financial condition. 18 Tab le of Contents / Legal and Regulatory Risks Legislative and regulatory responses to climate change and the ongoing “energy transition” could result in increased operating costs and capital expenditures and changes in demand for the services and products of our Energy business.
The occurrence of a significant event not fully insured or indemnified against or the failure of a customer to meet its indemnification obligations to us could materially and adversely affect our results of operations and financial condition.
Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms. Moreover, to the extent an acquisition transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on credit availability.
Moreover, to the extent an acquisition transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on credit availability. 22 Table of Contents / Additionally, an acquisition may bring us into businesses we have not previously conducted and expose us to additional business risks that are different from those we have previously experienced.
A disruption in the foreign currency markets, including the markets with respect to any particular currencies, could adversely affect our hedging instruments and subject us to additional currency risk exposure. Based on fluctuations in currency, the U.S. dollar value of our backlog may from time to time increase or decrease significantly.
A disruption in the foreign currency markets, including disruptions that may occur from time to time as a result of economic policies of foreign governments or central banks, could adversely affect our hedging instruments and subject us to additional currency risk exposure.
In line with industry practice, we are often required to post standby letters of credit to customers or enter into surety bond arrangements in favor of customers. Those letters of credit and surety bond arrangements generally protect customers against our failure to perform our obligations under the applicable contracts.
Maintaining adequate letter of credit and bonding capacity is necessary for us to successfully bid on and win various contracts. In line with industry practice, we are often required to post standby letters of credit to customers or enter into surety bond arrangements in favor of customers.
We continue to analyze the potential impact of the IRA on our consolidated financial statements and to monitor guidance issued by the U.S. Department of the Treasury. 20 Tab le of Contents / Environmental laws and regulations can increase our costs, and our failure to comply with those laws and regulations can expose us to significant liabilities.
Environmental laws and regulations can increase our costs, and our failure to comply with those laws and regulations can expose us to significant liabilities. Risks of substantial costs and liabilities related to environmental compliance issues are inherent in our operations.
Gulf of Mexico, as a result of a ban by the previous presidential administration pursuant to the Outer Continental Shelf Lands Act on future oil and gas leasing on the entire U.S. East coast, the eastern Gulf of Mexico, the Pacific off the coasts of Washington, Oregon, and California, and additional portions of the Northern Bering Sea in Alaska.
Gulf, as a result of ongoing litigation in U.S. federal courts regarding the ability of the President to reverse a previous President’s withdrawal of acreage from future oil and gas leasing under the Outer Continental Shelf Lands Act, as amended (the “OCSLA”).
Removed
Our operations could be adversely impacted by the indirect consequences of climate change and climate-related business trends. Scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse gases,” including carbon dioxide and methane, are contributing to warming of the earth’s atmosphere and other climatic changes.
Added
As a result, the impact of Executive Order No. 14148, which attempted to reverse the Biden Administration’s withdrawal of acreage from oil and gas leasing pursuant to the OCSLA, remains to be seen.
Removed
In response to those studies, the issue of climate change and the effects of greenhouse gas emissions, in particular emissions from fossil fuels, has attracted and continues to attract political and social attention.
Added
Our operations could be adversely impacted by increased transition to renewable or other alternative energy sources as a result of climate change and climate-related business trends. Increasing transition to renewable or other alternative energy sources has begun in recent years due to the scientific and regulatory concern regarding global warming and other climatic changes.
Removed
In addition, the Environmental Protection Agency (“EPA”) has adopted regulations addressing greenhouse gas emissions, including the EPA’s final methane rules, which impose several new methane emission requirements on the oil and gas industry, announced on December 2, 2023, during the United Nations Climate Change Conference in the United Arab Emirates (“COP28”) and published on March 8, 2024.
Added
We may be adversely affected by changes in levels of U.S. government spending or acquisition priorities, as well as significant delays in U.S. government appropriations. 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.
Removed
There also have been international efforts seeking legally binding reductions in greenhouse gas emissions, as well as non-binding efforts, including the non-binding agreement by more than 190 governments at COP28 to transition away from fossil fuels and encourage the growth and expansion of renewable energy.
Added
Levels of U.S. defense and space exploration spending are difficult to predict and may be impacted by numerous factors such as 18 Table of Contents / the evolving nature of the national security threat environment, U.S. national security strategy, U.S. foreign policy, the domestic political environment, macroeconomic conditions and the ability of the U.S. government to enact relevant legislation such as authorization and appropriations bills.
Removed
The United States was actively involved in the negotiations at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, which led to the creation of the “Paris Agreement.” The Paris Agreement requires the signatory countries to review and "represent a progression" in their nationally determined contributions, which set emissions reduction goals, every five years.
Added
The government may also constrain discretionary spending by instituting enforceable spending caps. A reduction in overall U.S. spending, on an absolute or inflation-adjusted basis, because of shifting priorities, budget compromises or otherwise could adversely affect our business. Additionally, budget uncertainty, extended or repeated U.S.
Removed
It is not possible at this time to predict the timing and effect of climate change or to predict the effect of the Paris Agreement (or similar international agreements) or whether additional greenhouse gas legislation, regulations or other measures will be adopted.
Added
Government shutdowns, the use of continuing resolutions or the federal debt ceiling could adversely affect our industry and both the timing and quantum of funding for our programs or for the prime contractors for which we provide services.
Removed
For example, in August 2022, President Biden signed the Inflation Reduction Act (“IRA”) into law, which imposes a charge on methane emissions from certain petroleum and natural gas system facilities and could have an indirect impact on demand for the goods and services of our Energy business, and on December 2, 2023 during COP28, the EPA announced its final methane rules, which impose several new methane emission requirements on the oil and gas industry.
Added
Legal and Regulatory Risks Legislative and regulatory responses to climate change and the ongoing “energy transition” could result in increased operating costs and capital expenditures and changes in demand for the services and products of our Energy business.
Removed
The EPA’s final methane rule was published on March 8, 2024. In November 2024, at the Conference of the Parties to the United Nations Framework Convention on Climate Change in Baku, Azerbaijan, the EPA announced its final rule implementing the waste emissions charge pursuant to the IRA.
Added
In addition, climate change legislation and regulation may subject us to increased competition to develop innovative new products that result in lower emissions.
Removed
Additionally, laws or regulations requiring the collection, measurement and reporting of information and metrics related to climate-related matters (including greenhouse gas emissions) could increase our operating costs and as a result adversely impact our business, financial condition, results of operations and cash flows.
Added
Concerns and negative public perception regarding us, our sustainability goals and our industry could adversely affect our business operations, which could result in reduced revenue and increased costs.
Removed
Further, such legislation or regulation could prevent customer projects from going forward, thereby potentially reducing the need for our products and services.
Added
Furthermore, in September 2025, the Chinese government placed us on its “Unreliable Entity List” and, as a result, we are generally prohibited from engaging in import or export activities related to China or making new investments in the country. We will continue to follow U.S.
Removed
Alternatively, we may be accused of “greenhushing” for the failure to communicate certain climate-related initiatives, commitments and goals. 19 Tab le of Contents / Climate change also subjects us to the risk of increased negative publicity.
Added
We are currently subject to disputes, legal and regulatory claims, investigations and proceedings and could become subject to additional disputes, claims, investigations and proceedings in the future, some of which could be material.
Removed
The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum tax for taxpayers with adjusted financial statement income in excess of $1.0 billion and a 1% excise tax on corporate stock repurchases made after December 31, 2022.
Added
These proceedings may be brought by the government or private parties and may arise out of a number of matters, including contract disputes, environmental claims, property disputes, antitrust claims and personal injury claims. We are currently in a contract dispute with a customer.
Removed
Non-U.S. asset and liability balances are subject to currency fluctuations when measured period to period for financial reporting purposes in U.S. dollars. Maintaining adequate letter of credit and bonding capacity is necessary for us to successfully bid on and win various contracts.
Added
Even if we are ultimately successful, defense of these claims can be costly and time-consuming and may divert management's attention and resources. The outcome of any pending or future claims, investigations or proceedings is inherently unpredictable, but such outcomes could have a material adverse effect on our business and our consolidated financial condition, results of operations or cash flows.
Removed
Public and investor sentiment regarding ESG matters and our industry could adversely affect our business operations and the trading price of our securities.
Added
Based on fluctuations in currency, the U.S. dollar value of our backlog may from time to time increase or decrease significantly. We do not enter into derivative instruments for trading or other speculative purposes.
Removed
In addition, organizations that provide ESG information to investors have developed ratings processes for evaluating a business entity’s approach to ESG matters, and certain members of the broader investment community may consider a business entity’s sustainability score as a reputational or other factor in making an investment decision.
Added
Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms.
Removed
Consequently, a low sustainability score could result in exclusion of our securities from consideration by certain investment funds and a negative perception of our operations by certain investors.
Added
Investments in new technologies involve varying degrees of uncertainties and risk.
Removed
In addition, efforts in recent years aimed at the investment community to limit or curtail activities with companies engaged in the extraction of fossil fuel reserves could limit our ability to access the capital markets to the extent the services we provide to such customers engaged in extraction activities constitute a significant portion of our operations.
Added
Additionally, our competitors may have better access to financial and capital markets on more favorable terms than we are able to obtain due to their relative size or balance sheets. As a result, our cost of capital could increase substantially, and the availability of funds from the capital markets could diminish significantly, as compared to our competitors.
Removed
Additionally, an acquisition may bring us into businesses we have not previously conducted and expose us to additional business risks that are different from those we have previously experienced. Our business strategy also includes development and commercialization of new technologies to support our growth. The development and commercialization of new technologies require capital investment and involve various risks and uncertainties.
Added
Actual results could differ from those estimates. Item 1B. Unresolved Staff Comments. None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+2 added−0 removed11 unchanged
Biggest changeOur Director of IT Security earned a Bachelor’s degree in Business and has several relevant certifications including Risk and Information Systems Control (“CRISC”), Information Systems Auditor (“CISA”), Information Systems Security Architecture (“ISSAP”), Security Certified Network (“SCNP”), Information Systems Security (“CISSP”) and Cisco Certified Network Associate (“CCNA”).
Biggest changeOur CISO holds a Bachelor’s degree in Network Security Operations and has several relevant certifications including Cisco Certified Internetworking Expert-Enterprise (“CCIE-ENT”), Cisco Certified Internetworking Expert-Security (“CCIE-SEC”), Certified Information Systems Security Professions (“CISSP”), Certified Information Security Manager (“CISM”) and Certified Chief Information Security Officer (“CCISO”).
Our Chief Information Technology Officer (“CITO”) and Chief Information Security Officer (“CISO”) work closely with our Enterprise Risk Committee to continuously evaluate and address cyber risks in alignment with business objectives, operational needs and industry-accepted standards, such as the National Institute of Standards and Technology (“NIST”) and the Cybersecurity Maturity Model Certification (“CMMC”) frameworks.
Our Chief Information Technology Officer (“CITO”) and Chief Information Security Officer (“CISO”) work closely with our Enterprise Risk Committee to 26 Table of Contents / continuously evaluate and address cyber risks in alignment with business objectives, operational needs and industry-accepted standards, such as the National Institute of Standards and Technology (“NIST”) and the Cybersecurity Maturity Model Certification (“CMMC”) frameworks.
Risks from Cybersecurity Incidents To our knowledge, Oceaneering has not been subject to cybersecurity incidents that have materially affected, or are reasonably likely to materially affect the Company, its operations or financial standing. Governance Risk Management Personnel Oceaneering’s cybersecurity risk management program is overseen by management at multiple levels.
Risks from Cybersecurity Incidents To our knowledge, Oceaneering has not been subject to cybersecurity incidents that have materially affected, or are reasonably likely to materially affect the Company, its operations or financial standing. Governance Risk Management Personnel Oceaneering’s cybersecurity risk management program is overseen by management across multiple levels of our organization.
Monitor Cybersecurity Incidents Our CITO and the Director of IT Security are continually informed and updated about the latest developments in cybersecurity, including emerging threats and innovative risk management techniques. They implement and oversee processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities.
Monitor Cybersecurity Incidents Our CITO and CISO are continually informed and updated about the latest developments in cybersecurity, including emerging threats and innovative risk management techniques. They implement and oversee processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and 27 Table of Contents / regular system audits to identify potential vulnerabilities.
The CITO and the Director of IT Security play key roles in assessing, monitoring and managing the Company’s cybersecurity risks with support of the Enterprise Risk Committee, as well as dedicated information technology and security personnel.
The CITO and CISO provide strategic oversight in assessing, monitoring and managing the Company’s cybersecurity risks, supported by the Enterprise Risk Committee and a dedicated team of information technology and security personnel.
In addition, our Board receives regular presentations from management about cyber risks and controls and has received formal cyber risk training from external advisors. Our Chairman of the Board, Mr. M. Kevin McEvoy, and Ms.
In addition, our Board receives regular presentations from management about cyber risks and controls and has received formal cyber risk training from external advisors. We have a cybersecurity incident response plan that includes severity assessment and coordination with our disclosure committee.
Our CITO has 20 years of experience as an information technology executive, and earned a Bachelor’s 27 Tab le of Contents / and Master’s degrees in Management Information Systems. Our Director of IT Security has 25 years of experience managing global information technology security and has served as Oceaneering’s CISO since 2018.
Our CITO has over 20 years of experience as an information technology executive, holds a Bachelor’s and Master’s degrees in Management Information Systems and has a certification from National Association of Corporate Directors Computer Emergency Response Team (“NACD CERT”) in Cyber-Risk Oversight.
Added
Our CISO has over a decade of experience managing global information technology security and began serving as Oceaneering’s CISO in 2025.
Added
Upon a preliminary or final determination of materiality (or a final determination of non-materiality) by the disclosure committee, the CEO would notify both the Chair of the Board of Directors and the Chair of the Audit Committee. Our Chairman of the Board, Mr. M. Kevin McEvoy, and Ms.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−1 removed6 unchanged
Biggest changeWe have additional regional and operational support offices for our North Sea, Africa, Brazil and Southeast Asia operations in the following locations: • Aberdeen, U.K.; • Stavanger and Bergen, Norway; • Abu Dhabi, United Arab Emirates; • Rio de Janeiro and Macaé, Brazil; • Luanda, Angola; 28 Tab le of Contents / • Chandigarh, India; • Perth, Australia; • Selangor, Malaysia; • Baku, Azerbaijan; • Newfoundland, Canada; and • Loyang, Singapore.
Biggest changeWe have additional facilities in the following locations: • Houston, Texas; • Port Fourchon, Louisiana; • Orlando and Panama City, Florida; • Aberdeen and Rosyth, Scotland; • Stavanger, Bergen and Nodeland, Norway; • Abu Dhabi, United Arab Emirates; • Rio de Janeiro, Macaé and Niterói, Brazil; • Luanda, Angola; • Chandigarh and Kakinada, India; • Perth, Australia; • Selangor, Malaysia; • Baku, Azerbaijan; • Newfoundland, Canada; 28 Table of Contents / • Utrecht, Netherlands; and • Loyang, Singapore.
Each of these manufacturing facilities is suitable for its intended purpose and has sufficient capacity to respond to increases in demand that may be reasonably anticipated in the foreseeable future. For a description of the vessels we use in our Offshore Projects Group operations, see the discussion in Item 1.
All of our manufacturing facilities are suitable for their intended purpose and have sufficient capacity to respond to increases in demand that may be reasonably anticipated in the foreseeable future. For a description of the vessels we use in our Offshore Projects Group operations, see the discussion in Item 1.
Removed
Our principal manufacturing and assembly facilities are located in or near the following locations: • Houston, Texas; • Port Fourchon and Lafayette, Louisiana; • Orlando and Panama City, Florida; • Aberdeen and Rosyth, Scotland; • Nodeland and Stavanger, Norway; • Luanda, Angola; • Utrecht, Netherlands; • Selangor, Malaysia; • Niterói, Brazil; and • Stuttgart, Germany.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+2 added−1 removed1 unchanged
Biggest changeUnder the program, which has no expiration date, we had repurchased 2,000,000 shares for $100 million through December 31, 2015 and 422,229 shares for $10 million in the third quarter of 2024. 30 Tab le of Contents / PERFORMANCE GRAPH The following graph compares our total shareholder return to the Standard & Poor's 500 Stock Index (“S&P 500”) and the PHLX Oil Service Sector Index from December 31, 2019 through December 31, 2024.
Biggest changeThe following graph compares our total shareholder return to the Standard & Poor's 500 Stock Index (“S&P 500”) and the PHLX Oil Service Sector Index from December 31, 2020 through December 31, 30 Table of Contents / 2025.
The PHLX Oil Service Sector Index is designed to track the performance of a set of companies involved in the oil services sector. It is assumed in the graph that: (1) $100 was invested in Oceaneering Common Stock, the S&P 500 and the PHLX Oil Service Sector Index on December 31, 2019; and (2) any Oceaneering dividends are reinvested.
The PHLX Oil Service Sector Index is designed to track the performance of a set of companies involved in the oil services sector. It is assumed in the graph that: (1) $100 was invested in Oceaneering Common Stock, the S&P 500 and the PHLX Oil Service Sector Index on December 31, 2020; and (2) any Oceaneering dividends are reinvested.
Under the program, we had repurchased 2.0 million shares of our common stock for $100 million through December 31, 2015. We did not repurchase any shares from January 2016 through August 2024. In 2024, we repurchased 0.8 million shares of our common stock for $20 million.
Under the program, we had repurchased 2.0 million shares of our common stock for approximately $100 million through December 31, 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 of our common stock for approximately $20 million.
The timing and amount of any repurchases will be determined by management based on its evaluation of these factors. We expect that any shares repurchased under the program will be held as treasury stock for future use. The program does not obligate us to repurchase any particular number of shares.
The timing and amount of any repurchases will be determined by management based on its evaluation of these factors. We expect that any shares repurchased under the program will be held as treasury stock for future use. The program does not obligate us to repurchase any particular number of shares and it has no expiration date.
On that date, the closing sales price, as quoted on the New York Stock Exchange, was $25.48. Although our Board has not declared quarterly dividends since 2017, we review our dividend position on a quarterly basis .
On that date, the closing sales price, as quoted on the New York Stock Exchange, was $33.15. Although our Board has not declared quarterly dividends since 2017, we review our dividend position on a quarterly basis .
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange under the symbol OII. Our company website address is www.oceaneering.com. On February 14, 2025, there were approximately 271 holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange under the symbol “OII.” Our company website address is www.oceaneering.com. On February 13, 2026, there were approximately 222 holders of record of our common stock.
The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual and indenture restrictions and other factors deemed relevant by our Board of Directors.
The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual and indenture restrictions and other factors deemed relevant by our Board of Directors. 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.
Repurchases of Equity Securities Share repurchase activity during the three-month period ending December 31, 2024, was as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs October 1 - 31, 2024 200,000 $24.78 200,000 7,377,771 November 1 - 30, 2024 108,500 $24.99 108,500 7,269,271 December 1 - 31, 2024 94,698 $25.22 94,698 7,174,573 403,198 403,198 (1) All purchases during the covered periods were made under the share repurchase program, which was approved by our Board of Directors in December 2014 and which authorized the repurchase of up to 10 million shares of our common stock on a discretionary basis.
Share repurchase activity during the three-month period ending December 31, 2025, was as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs October 1 - 31, 2025 — $ — — 5,782,846 November 1 - 30, 2025 365,400 $ 23.98 365,400 5,417,446 December 1 - 31, 2025 53,605 $ 24.05 53,605 5,363,841 419,005 419,005 (1) All purchases during the covered periods were made under the share repurchase program, which was approved by our Board of Directors in December 2014 and which authorized the repurchase of up to 10 million shares of our common stock on a discretionary basis.
From the inception of this program through December 31, 2024, we have repurchased approximately 2.8 million shares of our common stock for a total cost of approximately $120 million. As of December 31, 2024, we had 7.2 million shares remaining for repurchase under the December 2014 authorization.
In the year ended December 31, 2025, we repurchased 1.8 million shares of our common stock for approximately $40 million. From the inception of this program through December 31, 2025, we have repurchased approximately 4.6 million shares of our common stock for a total cost of approximately $161 million.
The shareholder return shown is not necessarily indicative of future performance. December 31, 2019 2020 2021 2022 2023 2024 Oceaneering International, Inc. 100.00 53.32 75.86 117.30 142.72 174.92 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 PHLX Oil Service Sector Index 100.00 57.92 69.94 112.94 115.10 101.68 31 Tab le of Contents /
The shareholder return shown is not necessarily indicative of future performance. December 31, 2020 2021 2022 2023 2024 2025 Oceaneering International, Inc. 100.00 142.26 220.00 267.67 328.05 302.26 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 PHLX Oil Service Sector Index 100.00 120.74 194.98 198.71 175.53 181.72 31 Table of Contents /
Removed
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.
Added
As of December 31, 2025, we had 5.4 million shares remaining for repurchase under the December 2014 authorization. Repurchases of Equity Securities.
Added
Under the program, which has no expiration date, we had repurchased 2,000,000 shares for approximately $100 million through December 31, 2015, 825,427 shares for approximately $20 million in the year ended December 31, 2024, and 1,810,732 shares for approximately $40 million in the year ended December 31, 2025. Performance Graph.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

85 edited+24 added−34 removed50 unchanged
Biggest changeOur unallocated expenses, ( i.e. , those not associated with a specific business segment), within operating expenses 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.
Biggest changeOur unallocated expenses, ( i.e. , those not associated with a specific business segment), within operating expenses 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. 38 Table of Contents / The following table sets forth our Unallocated Expenses for the periods indicated: Year ended December 31, (dollars in thousands) 2025 2024 Operating expenses (189,558) (157,668) % of revenue 7 % 6 % Our unallocated expenses for the year ended December 31, 2025 increased compared to 2024, primarily due to higher accruals in 2025 for incentive-based compensation, along with increased information technology costs.
Investing activities. In 2024, we used $124 million in net investing activities, primarily for capital expenditures of $107 million that included increased spending in our OPG segment to add capabilities and maintain current operations. An additional $27 million was incurred for the acquisition of Global Design Innovation Ltd.
In 2024, we used $124 million in net investing activities, primarily for capital expenditures of $107 million that included increased spending in our OPG segment to add capabilities and maintain current operations. An additional $27 million was incurred for the acquisition of Global Design Innovation Ltd.
Revolving Credit Agreement. On April 8, 2022, we entered into a new senior secured revolving credit agreement with a group of banks (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”). The commitments under the Revolving Credit Agreement are scheduled to mature on April 8, 2027.
On April 8, 2022, we entered into a new senior secured revolving credit agreement with a group of banks (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”). The commitments under the Revolving Credit Agreement are scheduled to mature on April 8, 2027.
Certain statements in this annual report on Form 10-K, including, without limitation, statements regarding the following matters, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995: • our business strategy; • industry conditions and commodity pricing; • seasonality; • our expectations about 2025 revenue and results of operations, including items below the income from operations (“operating income”) line and segment operating results, and the factors underlying those expectations, including our expectations about demand and pricing for our energy services and products as a result of the factors we specify in “ Overview of our Results” and “ Results of Operations” below; • our ability to successfully manage the integration of acquisitions, including the realization of synergies and opportunities for growth and innovation, and the challenges of divestitures; • our expectations about the balance between energy transition and energy security; • our emissions reduction targets; • our backlog, to the extent backlog may be an indicator of future revenue or productivity; • projections relating to floating rig demand and subsea tree installations; • our expectations about our ROV fleet utilization, pricing and margins in the future; • the adequacy of our sources of liquidity, cash flows and capital resources to support our operations and internally generated growth initiatives; • the collectability of accounts receivable and realizability of contract assets at the amounts reflected on our most recent balance sheet; • our future working capital needs and our projected capital expenditures for 2025; • transactions we may engage in to manage our outstanding debt prior or maturity; • our plans for future operations (including planned additions to and retirements from our remotely operated vehicle (“ROV”) fleet); • our ability and intent to repatriate cash from foreign countries where we have operations; • our expectations regarding shares that may be repurchased under our share repurchase plan; and • our expectations regarding the implementation of new accounting standards and related policies, procedures and controls.
Certain statements in this annual report on Form 10-K, including, without limitation, statements regarding the following matters, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995: • our business strategy; • industry conditions and commodity pricing; • seasonality; • our expectations about 2026 revenue and results of operations, including items below the income from operations (“operating income”) line and segment operating results, and the factors underlying those expectations, including our expectations about demand and pricing for our energy services and products as a result of the factors we specify in “ Overview of our Results” and “ Results of Operations” below; • our ability to successfully manage the integration of acquisitions, including the realization of synergies and opportunities for growth and innovation, and the challenges of divestitures; • our expectations about the balance between energy transition and energy security; • our emissions reduction targets; • our backlog, to the extent backlog may be an indicator of future revenue or productivity; • projections relating to floating rig demand and subsea tree installations; • our expectations about our ROV fleet utilization, pricing and margins in the future; • the adequacy of our sources of liquidity, cash flows and capital resources to support our operations and internally generated growth initiatives; • the collectability of accounts receivable and realizability of contract assets at the amounts reflected on our most recent balance sheet; • our future working capital needs and our projected capital expenditures for 2026; • transactions we may engage in to manage our outstanding debt prior or maturity; • our plans for future operations (including planned additions to and retirements from our remotely operated vehicle (“ROV”) fleet); • our ability and intent to repatriate cash from foreign countries where we have operations; • our expectations regarding shares that may be repurchased under our share repurchase plan; and • our expectations regarding the implementation of new accounting standards and related policies, procedures and controls.
Our 2024 Task Force on Climate-Related Financial Disclosures Report (the “TCFD Report,” which is not incorporated by reference in this Annual Report) outlines our continued commitment to managing the risks and opportunities from climate change and contains our emissions reduction targets as well as our 2022 and 2023 Scope 1 and Scope 2 greenhouse gas emissions data.
Our 2025 Task Force on Climate-Related Financial Disclosures Report (the “TCFD Report,” which is not incorporated by reference in this Annual Report) outlines our continued commitment to managing the risks and opportunities from climate change and contains our emissions reduction targets as well as our 2022, 2023 and 2024 Scope 1 and Scope 2 greenhouse gas emissions data.
As of December 31, 2024, we were in compliance with all the financial covenants set forth in the Revolving Credit Agreement. Debt Issuance Costs. Discounts and Interest. We incurred $6.9 million of issuance costs related to the 2024 Senior Notes. These costs were included as a reduction of long-term debt in our consolidated balance sheet.
As of December 31, 2025, we were in compliance with all of the financial covenants set forth in the Revolving Credit Agreement. Debt Issuance Costs. Discounts and Interest. We incurred $6.9 million of issuance costs related to the 2024 Senior Notes. These costs were included as a reduction of long-term debt in our consolidated balance sheet.
Under this program, which has no expiration date, we repurchased 2.0 million shares of our common stock for $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 $20 million.
Under this program, which has no expiration date, we repurchased 2.0 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.
Also, if market conditions deteriorate significantly, we could be required to record additional impairments, which could have a material adverse impact on our operating results. We did not identify any triggering events and, accordingly, no impairments of long-lived assets were recorded in the years ended December 31, 2024 or 2023. Income Taxes.
Also, if market conditions deteriorate significantly, we could be required to record additional impairments, which could have a material adverse impact on our operating results. We did not identify any triggering events and, accordingly, no impairments of long-lived assets were recorded in the years ended December 31, 2025 or 2024. Income Taxes.
We did not have any material adjustments during the years ended December 31, 2024 and 2023, however, should our judgments and estimates regarding the elements of revenue recognition change, it could have a material effect on our results of operations for the periods involved. Impairment of Property and Equipment, Long-lived Intangible Assets and Right-of-Use Operating Lease Assets.
We did not have any material adjustments during the years ended December 31, 2025 and 2024, however, should our judgments and estimates regarding the elements of revenue recognition change, it could have a material effect on our results of operations for the periods involved. Impairment of Property and Equipment, Long-lived Intangible Assets and Right-of-Use Operating Lease Assets.
We account for significant fixed-price contracts, mainly relating to our Manufactured Products segment, and to a lesser extent in our OPG and ADTech segments, by recognizing revenue over time using the cost-to-cost input method to measure progress toward satisfaction of an over-time performance obligation.
Revenue Recognition. We account for significant fixed-price contracts, mainly relating to our Manufactured Products segment, and to a lesser extent in our OPG and ADTech segments, by recognizing revenue over time using the cost-to-cost input method to measure progress toward satisfaction of an overtime performance obligation.
The effective tax rate for the twelve-month periods ended December 31, 2024 and 2023 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, and other discrete items.
The effective tax rate for the twelve-month periods ended December 31, 2025 and 2024 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, and other discrete items.
For example, we established our first Onshore Remote Operation Center (“OROC”) in Norway in 2015 and have since set up additional dedicated sites in the United States (“U.S.”). OROCs enable customers to reduce their carbon footprint by relocating offshore workers to onshore control centers, thereby enhancing human health and safety, fostering greater collaboration and enabling faster responses to real-time events.
For example, we established our first Onshore Remote Operation Center (“OROC”) in Norway in 2015 and have since set up additional dedicated sites in the United States (“U.S.”), Brazil and United Kingdom (“U.K.”) OROCs enable customers to reduce their carbon footprint by relocating offshore workers to onshore control centers, thereby enhancing human health and safety, fostering greater collaboration and enabling faster responses to real-time events.
We may redeem some or all of the 2028 Senior Notes at specified redemption prices. We received net proceeds from the offering of the New 2028 Senior Notes of $178 million, after deducting the initial purchasers’ discounts and offering expenses. As of December 31, 2024, there was $500 million of the 2028 Senior Notes outstanding.
We may redeem some or all of the 2028 Senior Notes at specified redemption prices. We received net proceeds from the offering of the New 2028 Senior Notes of $178 million, after deducting the initial purchasers’ discounts and offering expenses. As of December 31, 2025, there was $500 million of the 2028 Senior Notes outstanding.
Due to the continuing development of economies in developing countries, substantial projected population growth (particularly in developing countries), and the shortage of other sources of affordable, reliable, scalable and efficient energy, as well as rising worldwide demand for a myriad of products made with petrochemicals, we expect that the need for additional oil and gas exploration and development and inspection, maintenance and repair (“IMR”) activities will 33 Tab le of Contents / continue for decades to come.
Due to the continuing development of economies in developing countries, substantial projected population growth (particularly in developing countries), and the shortage of other sources of affordable, reliable, scalable and efficient energy, as well as rising worldwide demand for a myriad of products made with petrochemicals, we expect that the need for 33 Table of Contents / additional oil and gas exploration and development and inspection, maintenance and repair (“IMR”) activities will continue for decades to come.
As of December 31, 2024 and 2023, the maximum permitted Consolidated Net Leverage Ratio was 3.25 to 1.00 and will not change during the remaining term of the Revolving Credit Facility. The minimum Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 throughout the term of the Revolving Credit Facility.
As of December 31, 2025 and 2024, the maximum permitted Consolidated Net Leverage Ratio was 3.25 to 1.00 and will not change during the remaining term of the Revolving Credit Facility. The minimum Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 throughout the term of the Revolving Credit Facility.
Financial Statements and Supplementary Data” elsewhere in this annual report on Form 10-K. For management's discussion and analysis of our financial condition and results of operations for fiscal year 2023 as compared to fiscal year 2022, please refer to Part II, Item 7.
Financial Statements and Supplementary Data” elsewhere in this annual report on Form 10-K. For management's discussion and analysis of our financial condition and results of operations for fiscal year 2024 as compared to fiscal year 2023, please refer to Part II, Item 7.
Current income tax expense represents either nonresident withholding taxes or the liabilities expected to be reflected on our income tax returns for the current year, while the net deferred income tax expense or benefit generally represents the change in the balance of deferred tax assets or liabilities, except for currency translation adjustments, as reported on our balance sheet.
Current income tax expense represents either nonresident withholding taxes or the liabilities expected to be reflected on our income tax returns for the current year, while the net deferred 44 Table of Contents / income tax expense or benefit generally represents the change in the balance of deferred tax assets or liabilities, except for currency translation adjustments, as reported on our balance sheet.
In 2024 we used $27 million of cash in financing activities primarily due to the repurchase of 0.8 million shares of our common stock for approximately $20 million, along with $6.9 million for payment of tax withholding related to vesting of stock awards.
In 2024 we used $27 million of cash in financing activities primarily due to the repurchase of 0.8 million shares of our common stock for approximately $20 million, along with $6.9 million for payment of tax withholding related to vesting of stock awards. 2028 Senior Notes.
We are amortizing these costs to interest expense through the respective maturity dates for the 2028 Senior Notes and the Revolving Credit Agreement using the straight-line method, which approximates the effective interest rate method. As a result, we amortized $2.1 million and $1.6 million for the years ended December 31, 2024 and 2023, respectively.
We are amortizing these costs to interest expense through the respective maturity dates for the 2028 Senior Notes and the Revolving Credit Agreement using the straight-line method, which approximates the effective interest rate method. As a result, we amortized $2.1 million for the years ended December 31, 2025 and 2024.
We periodically, and upon the occurrence of a triggering event, review the realizability of our property and 44 Tab le of Contents / equipment, long-lived intangible assets and right-of-use operating lease assets to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
We periodically, and upon the occurrence of a triggering event, review the realizability of our property and equipment, long-lived intangible assets and right-of-use operating lease assets to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Our capital investments and expenses required to achieve our goals cannot be estimated at this time. Overview of Our Results The table that follows sets out our revenue and operating results for 2024 and 2023.
Our capital investments and expenses required to achieve our goals cannot be estimated at this time. Overview of Our Results The table that follows sets out our revenue and operating income for 2025 and 2024.
Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, Offshore Projects Group (“OPG”) and Integrity Management & Digital Solutions (“IMDS”). We report our Aerospace and Defense Technologies business as one segment. Unallocated Expenses are expenses not associated with a specific business segment.
Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, Offshore Projects Group (“OPG”) and Integrity Management & Digital Solutions (“IMDS”). We report our ADTech business as one segment. Our Unallocated Expenses are expenses not associated with a specific business segment.
Our capital expenditures during 2024 and 2023 included $64 million and $67 million, respectively, in our Subsea Robotics segment, principally for upgrades to our ROV fleet and to replace certain units we retired. We currently plan to add new ROVs only to meet contractual commitments.
Our capital expenditures during 2025 and 2024 included $65 million and $64 million, respectively, in our Subsea Robotics segment, principally for upgrades to our ROV fleet and to replace certain units we retired. We currently plan to add new ROVs only to meet contractual commitments.
As of December 31, 2024, we had no borrowings outstanding under the Revolving Credit Facility and no letters of credit outstanding under the Revolving Credit Agreement.
As of December 31, 2025, we had no borrowings outstanding under the Revolving Credit Facility and no letters of credit outstanding under the Revolving Credit Agreement.
These consist of expenses related to our incentive and deferred compensation plans, including restricted stock and bonuses, as well as other general expenses, including corporate administrative expenses. 34 Tab le of Contents / Our business primarily depends on the level of spending on offshore developments and related operating activities by our customers in the energy industry.
These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses, including corporate administrative expenses. 34 Table of Contents / Our business primarily depends on the level of spending on offshore developments and related operating activities by our customers in the energy industry.
Accordingly, during the twelve-month periods ended December 31, 2024, we partially released valuation allowances for the deferred tax assets that we believe are more likely than not to be realized. In accordance with applicable accounting standards, the valuation allowance decreased by $23 million in 2024 and $21 million in 2023.
Accordingly, during the twelve-month periods ended December 31, 2025 and 2024, we released valuation allowances for the deferred tax assets that we believe are more likely than not to be realized. In accordance with applicable accounting standards, the valuation allowance decreased by $154 million in 2025 and $23 million in 2024.
The 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).
The indentures governing the 2028 Senior Notes generally limit our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures).
We apply judgment in estimating project status and the costs necessary to complete projects. For the year ended December 31, 2024, we recognized approximately 19% of our revenue over time using the cost-to-cost input method.
We apply judgment in estimating project status and the costs necessary to complete projects. For the year ended December 31, 2025, we recognized approximately 17% of our revenue over time using the cost-to-cost input method.
On October 2, 2023, we used the net proceeds from the offering discussed above, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) for cash any and all of the $400 million principal amount outstanding of the 2024 Senior Notes.
On October 2, 2023, we used the net proceeds from the offering discussed above, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) for cash any and all of the $400 million principal amount outstanding of the 4.650% Senior Notes due 2024 (the “2024 Senior Notes”).
In addition to interest on borrowings, interest expense includes amortization of loan costs and debt discount, benefit from the interest rate swap settlements, and fees for lender commitments under our senior secured revolving credit agreement and fees for standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements.
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.
According to comprehensive industry data compiled and published by a leading provider of financial data and market intelligence, excluding rigs under construction, at the end of 2024 there were 192 floating drilling rigs in operation or available for work throughout the world, with 142 of those rigs under contract.
According to comprehensive industry data compiled and published by a leading provider of financial data and market intelligence, excluding rigs under construction, at the end of 2025 there were 186 floating drilling rigs in operation or available for work throughout the world, with 136 of those rigs under contract.
In 2024, we retired eight of our conventional work-class ROV systems and replaced them with eight upgraded conventional work-class ROV systems. Our ROV fleet size was 250 as of December 31, 2024 and 2023.
In 2025, we retired sixteen of our conventional work-class ROV systems and replaced them with sixteen upgraded conventional work-class ROV systems. Our ROV fleet size was 250 as of December 31, 2025 and 2024.
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.
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.
The following table shows average floating rigs under contract and our ROV utilization. 2024 2023 Average number of floating rigs under contract 146 147 ROV days on hire (in thousands) 61 62 ROV utilization 67 % 68 % Demand for floating rigs is a leading indicator of the strength of the deepwater market.
The following table shows average floating rigs under contract and our ROV utilization. 2025 2024 Average number of floating rigs under contract 137 146 ROV days on hire (in thousands) 60 61 ROV utilization 65 % 67 % Demand for floating rigs is a leading indicator of the strength of the deepwater market.
Compared to 2024, our 2023 revenue increased 10% to $2.7 billion, with revenue growth in all of our operating segments. Consistent with the prior year, we generated a substantial majority of our revenue from services and products we provided to the energy industry in 2024.
Compared to 2024, our 2025 revenue increased 5% to $2.8 billion, with revenue growth in all of our operating segments, except IMDS. Consistent with the prior year, we generated a substantial majority of our revenue from services and products we provided to the energy industry in 2025.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 23, 2024.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on February 24, 2025 and March 4, 2025, respectively.
Our Manufactured Products backlog was $604 million as of December 31, 2024, a $18 million, or 3%, decrease from December 31, 2023. Our book-to-bill ratio was 0.97 for the year ended December 31, 2024, as compared with a book-to-bill ratio of 1.31 for the year ended December 31, 2023. Offshore Projects Group.
Our Manufactured Products backlog was $511 million as of December 31, 2025, a $93 million, or 15%, decrease from December 31, 2024. Our book-to-bill ratio was 0.84 for the year ended December 31, 2025, as compared with a book-to-bill ratio of 0.97 for the year ended December 31, 2024. Offshore Projects Group.
We expect to fund the 2025 capital expenditures using our available cash. We remain committed to maintaining strong liquidity and believe that our cash position, undrawn revolving credit facility, and debt maturity profile should provide us with ample resources and time to address potential future growth opportunities and to improve our returns. Financing activities.
We remain committed to maintaining strong liquidity and believe that our cash position, undrawn revolving credit facility, and debt maturity profile should provide us with ample resources and time to address potential future growth opportunities and to improve our returns. 41 Table of Contents / Financing activities.
In 2024, on a consolidated level, we had net income of $147 million, or diluted earnings of $1.44 per share, compared to net income of $97 million, or diluted earnings of $0.95 per share, in 2023.
In 2025, on a consolidated level, we had net income of $354 million, or diluted earnings of $3.49 per share, compared to net income of $147 million, or diluted earnings of $1.44 per share, in 2024.
The following table presents revenue from ROV services as a percentage of total Subsea Robotics revenue: Year ended December 31, 2024 2023 ROV 78 % 77 % Other 22 % 23 % For the year ended December 31, 2024, our Subsea Robotics operating income increased as compared to 2023, on higher revenue, as a result of higher average revenue per day for our ROV business and increased activity for tooling that more than offset lower activity levels.
The following table presents revenue from ROV services as a percentage of total Subsea Robotics revenue: Year ended December 31, 2025 2024 ROV 78 % 78 % Other 22 % 22 % For the year ended December 31, 2025, our Subsea Robotics operating income increased as compared to 2024, on higher revenue, as a result of higher average revenue per day for our ROV business and increased pricing and volume for tooling on our existing ROV contracts.
In the year ended December 31, 2024 and 2023, we incurred foreign currency transaction gains (losses) of $0.9 million and less than $(0.1) million, respectively. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations.
In the year ended December 31, 2025 and 2024, we incurred foreign currency transaction gains (losses) of $2.8 million and $0.9 million, respectively. These gains (losses) primarily resulted from foreign currency fluctuations in multiple countries. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations.
As of December 31, 2024, we had $508 million of purchase obligations including $391 million payable within the next twelve months and $117 million thereafter.
As of December 31, 2025, we had $411 million of purchase obligations including $383 million payable within the next twelve months and $28 million thereafter.
The increases in 2024 operating income and net income as compared to 2023 were primarily due to higher revenue in all of our segments as a result of increased activity in energy markets and related growth in our energy businesses.
The increases in 2025 operating income as compared to 2024 were primarily due to higher revenue in all of our segments, except for IMDS, as a result of the realization of improved pricing in energy markets and growth in our energy businesses.
According to data published by a world-leading analysis and consultancy company for the energy sector in December 2024, there are projected to be 285 tree awards and 349 subsea tree installations in 2025, compared to 216 tree awards and 330 installations in 2024 and 239 tree awards and 291 installations in 2023.
According to data published by a world-leading analysis and consultancy company for the energy sector in December 2025, there are projected to be 306 tree awards and 370 subsea tree installations in 2026, compared to 190 tree awards and 343 installations in 2025 and 218 tree awards and 296 installations in 2024.
Our material cash commitments consist primarily of obligations for long-term debt, purchase obligations as part of normal operations, and operating leases for land, buildings, vessels and equipment for the operation of our business and to support some of our service line revenue streams.
Our material cash commitments consist primarily of obligations for long-term debt, purchase obligations as part of normal operations, and operating leases for land, buildings, vessels and equipment for the support and operation of our business. Our purchase obligations include agreements to purchase goods and services as well as commitments for capital assets used in the normal operations of our business.
We have not capitalized interest since 2019; however, we do anticipate capitalizing interest beginning in 2025 related to the planned implementation of our new ERP system. Foreign currency transaction gains and losses are a component of other income (expense), net for the year ended December 31, 2024.
Interest expense was relatively flat in the year ended December 31, 2025 as compared to 2024. We recorded capitalized interest of $0.4 million beginning in 2025 related to the planned implementation of our new ERP system. Foreign currency transaction gains and losses are a component of other income (expense), net.
The indentures governing the 2028 Senior Notes generally limit our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures). As of December 31, 2024, the full $215 million was available to borrow under the Revolving Credit Facility.
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). Our nearest maturity of indebtedness is $500 million of our 2028 Senior Notes (defined below).
Changes impacting our cash and cash equivalents for the years ended December 31, 2024 and 2023 are summarized as follows: Year ended December 31, (in thousands) 2024 2023 Changes in Cash: Net Cash Provided by Operating Activities $ 203,214 $ 209,955 Net Cash Used in Investing Activities (124,171) (86,353) Net Cash Used in Financing Activities (27,042) (227,297) Effect of exchange rates on cash (16,051) (3,484) Net Increase (Decrease) in Cash and Cash Equivalents $ 35,950 $ (107,179) 40 Tab le of Contents / Operating activities.
Changes impacting our cash and cash equivalents for the years ended December 31, 2025 and 2024 are summarized as follows: Year ended December 31, (in thousands) 2025 2024 Changes in Cash: Net Cash Provided by Operating Activities $ 318,861 $ 203,214 Net Cash Used in Investing Activities (96,233) (124,171) Net Cash Used in Financing Activities (45,551) (27,042) Effect of exchange rates on cash 14,281 (16,051) Net Increase (Decrease) in Cash and Cash Equivalents $ 191,358 $ 35,950 40 Table of Contents / Operating activities.
The following table sets forth our significant financial statement items below the operating income (loss) line: Year ended December 31, (dollars in thousands) 2024 2023 Interest income $ 12,124 $ 15,425 Interest expense (37,917) (36,523) Equity earnings (loss) of unconsolidated affiliates 929 2,061 Other income (expense), net 3,510 (1,236) Provision (benefit) for income taxes 77,448 63,652 38 Tab le of Contents / Interest income for the year ended December 31, 2024 as compared to 2023, decreased primarily due to a lower average cash balance in 2024, along with a different geographic mix for our cash balances.
The following table sets forth our significant financial statement items below the operating income (loss) line: Year ended December 31, (dollars in thousands) 2025 2024 Interest income $ 14,483 $ 12,124 Interest expense, net of amounts capitalized (36,977) (37,917) Equity earnings (loss) of unconsolidated affiliates 1,046 929 Other income (expense), net 2,796 3,510 Provision (benefit) for income taxes (67,861) 77,448 Interest income for the year ended December 31, 2025 as compared to 2024, increased primarily due to higher average interest-earning cash balances in 2025.
Consolidated operating income improved during 2024 as compared to 2023 with declines in our IMDS and ADTech segments being more than offset by increases in all other segments. We had operating income of $246 million in 2024 and operating income of $181 million in 2023.
Consolidated operating income improved during 2025 as compared to 2024 with increases in all of our segments. We had operating income of $305 million in 2025 and operating income of $246 million in 2024.
Our primary sources and uses of cash from operating activities for the years ended December 31, 2024 and 2023 are as follows: Year ended December 31, (in thousands) 2024 2023 Cash Flows from Operating Activities: Net income (loss) $ 147,468 $ 97,403 Noncash adjustments: Depreciation and amortization 103,443 104,960 Deferred income tax provision (benefit) (11,293) (26,785) Other noncash 14,584 13,415 Total noncash adjustments 106,734 91,590 Accounts receivable and contract assets (8,000) (83,075) Inventory (13,092) (25,423) Current liabilities 8,663 125,695 Other changes (38,559) 3,765 Net Cash Provided by Operating Activities $ 203,214 $ 209,955 Net cash provided by operating activities for the years ended December 31, 2024 and 2023 of $203 million and $210 million, respectively, was affected by the following: • Accounts receivable and contract assets - The decrease in cash related to accounts receivable and contract assets in 2024 and 2023 reflects the timing of project milestones and customer payments. • Inventory - The decrease in cash related to inventory in 2024 and 2023 corresponds with an increase in our backlog along with the impact of higher inflation in 2023 as compared to 2024. • Current liabilities - The increase in cash related to current liabilities in 2024 and 2023 reflects the timing of vendor payments and increased contract liabilities due to an increase in deferred customer prepayments.
Our primary sources and uses of cash from operating activities for the years ended December 31, 2025 and 2024 are as follows: Year ended December 31, (in thousands) 2025 2024 Cash Flows from Operating Activities: Net income (loss) $ 353,761 $ 147,468 Noncash adjustments: Depreciation and amortization 102,255 103,443 Deferred income tax provision (benefit) (140,603) (11,293) Inventory write-downs 15,430 — Other noncash 11,800 14,584 Total noncash adjustments (11,118) 106,734 Accounts receivable and contract assets 53,869 (8,000) Inventory 5,824 (13,092) Current liabilities (32,173) 8,663 Other changes (51,302) (38,559) Net Cash Provided by Operating Activities $ 318,861 $ 203,214 Net cash provided by operating activities for the years ended December 31, 2025 and 2024 of $319 million and $203 million, respectively, was affected by the following: • Accounts receivable and contract assets - The increase (decrease) in cash related to accounts receivable and contract assets in 2025 and 2024 reflects the timing of project milestones and customer payments. • Inventory - The increase (decrease) in cash related to inventory in 2025 and 2024 corresponds with a decrease in our Manufactured Products backlog in 2025 and an increase in our Manufactured Products backlog in 2024. • Current liabilities - The decrease in cash related to current liabilities in 2025 reflects the timing of vendor payments and decreased contract liabilities due to a decrease in deferred customer prepayments.
With the current market conditions, we may add additional chartered vessels throughout the year to align with our strategy that balances vessel cost, availability and capability to capture work.
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.
Based on the available positive and negative evidence, including historical and forecasted earnings, we believe it is more likely than not that the deferred tax assets in several non-U.S. jurisdictions will be realized.
Based on the available positive and negative evidence, including a trend of positive earnings, realization of deferred tax assets, projections of future taxable income in the U.S. and several non-U.S. jurisdictions, and the absence of objective negative evidence such as a three-year cumulative loss, we believe it is more likely than not that some of our deferred tax assets in the U.S. and several non-U.S. jurisdictions will be realized.
We establish valuation allowances to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future.
We establish valuation allowances to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future. Changes to valuation allowances based on available positive and negative evidence impact our income tax provision in the period in which such adjustments are identified and recorded.
“ROV utilization” percentage is defined as “ROV days utilized” divided by “ROV days available.” 36 Tab le of Contents / Year ended December 31, (dollars in thousands) 2024 2023 Subsea Robotics Revenue $ 829,822 $ 752,521 Operating Income (Loss) 235,211 174,293 Operating Income (Loss)% 28 % 23 % ROV Days Available 91,500 91,250 ROV Days Utilized 61,382 61,874 ROV Utilization % 67 % 68 % Manufactured Products Revenue 555,500 493,692 Operating Income (Loss) 43,000 35,551 Operating Income (Loss)% 8 % 7 % Backlog at end of period 604,000 622,000 Offshore Projects Group Revenue 591,037 546,366 Operating Income (Loss) 73,699 64,546 Operating Income (Loss)% 12 % 12 % Integrity Management & Digital Solutions Revenue 291,866 255,282 Operating Income (Loss) 9,827 13,373 Operating Income (Loss)% 3 % 5 % Total Energy Revenue $ 2,268,225 $ 2,047,861 Operating Income (Loss) 361,737 287,763 Operating Income (Loss)% 16 % 14 % Subsea Robotics.
“ROV utilization” percentage is defined as “ROV days utilized” divided by “ROV days available.” 36 Table of Contents / Year ended December 31, (dollars in thousands) 2025 2024 Subsea Robotics Revenue $ 855,216 $ 829,822 Operating Income (Loss) 257,107 235,211 Operating Income (Loss)% 30 % 28 % ROV Days Available 91,250 91,500 ROV Days Utilized 59,629 61,382 ROV Utilization % 65 % 67 % Manufactured Products Revenue 568,971 555,500 Operating Income (Loss) 72,460 43,000 Operating Income (Loss)% 13 % 8 % Backlog at end of period 511,000 604,000 Offshore Projects Group Revenue 616,045 591,037 Operating Income (Loss) 96,058 73,699 Operating Income (Loss)% 16 % 12 % Integrity Management & Digital Solutions Revenue 284,020 291,866 Operating Income (Loss) 10,741 9,827 Operating Income (Loss)% 4 % 3 % Total Energy Revenue $ 2,324,252 $ 2,268,225 Operating Income (Loss) 436,366 361,737 Operating Income (Loss)% 19 % 16 % Subsea Robotics.
In the years ended December 31, 2024 and 2023, we amortized $4.0 million and $0.9 million, respectively, to interest expense. 43 Tab le of Contents / 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.
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.
We establish valuation allowances for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future.
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. We establish valuation allowances for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future.
The decrease in operating income was primarily due to a one-time, noncash charge associated with the divestiture of our Maritime Intelligence division in September 2024. Aerospace and Defense Technologies.
For the year ended December 31, 2025, compared to 2024, our IMDS operating income increased on lower revenue, primarily due to the absence of a one-time, non-cash charge associated with the divestiture of our Maritime Intelligence division in September 2024. Aerospace and Defense Technologies.
We repurchased $312 million principal amount of the 2024 Senior Notes at par plus accrued and unpaid interest of $5.5 million for approximately $318 million.
We repurchased $312 million principal amount of the 2024 Senior Notes at par plus accrued and unpaid interest of $5.5 million for approximately $318 million. The consummation of the Tender Offer was contingent upon the completion of the offering discussed above, which was satisfied on October 2, 2023.
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.
As of December 31, 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.
Our ROV business, within our Subsea Robotics segment, reflects the utilization percentages, fleet sizes and average pricing in the respective periods. Our ROV tooling provides an additional operational interface between an ROV and equipment located subsea. Our survey services business provides survey and positioning, and geoscience services.
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.
Year Ended December 31, (dollars in thousands) 2024 2023 Revenue $ 2,661,161 $ 2,424,706 Operating Income (Loss) 246,270 181,328 Operating Income (Loss) % 9 % 7 % Net Income (Loss) 147,468 97,403 Our business segments are contained within two businesses—services and products provided primarily to the oil and gas industry and, to a lesser extent, the offshore renewables and mobility solutions industry, among others (“Energy”) and services and products provided to non-energy industries (“Aerospace and Defense Technologies” or “ADTech”).
Our business segments are contained within two businesses—services and products provided primarily to the oil and gas industry and, to a lesser extent, the mobility solutions and offshore renewables industries, among others (“Energy”), and services and products provided to non-energy industries (“Aerospace and Defense Technologies” or “ADTech”).
From the inception of this program through December 31, 2024, we have repurchased approximately 2.8 million shares of our common stock for a total cost of approximately $120 million. As of December 31, 2024, we retained 10 million of the shares we had repurchased through this and a prior repurchase program.
In the year ended December 31, 2025, we repurchased 1.8 million shares for approximately $40 million. From the inception of this program through December 31, 2025, we have repurchased approximately 4.6 million shares of our common stock for a total cost of approximately $161 million.
The consummation of the Tender Offer was contingent upon the completion of the offering discussed above, which was satisfied on October 2, 2023. 42 Tab le of Contents / We redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior Notes at par on the Redemption Date, November 2, 2023, and financed the redemption with cash on hand.
We redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior Notes at par on November 2, 2023, the (“Redemption Date”), and financed the redemption with cash on hand. Revolving Credit Agreement.
We have not guaranteed any debt not reflected on our consolidated balance sheets as of December 31, 2024 and 2023, and we do not have any off-balance sheet arrangements, as defined by SEC rules. 2024 Senior Notes. In November 2014, we completed the public offering of $500 million aggregate principal amount of 4.650% Senior Notes due 2024.
In the years ended December 31, 2025 and 2024, we amortized $4.3 million and $4.0 million, respectively, to interest expense. We have not guaranteed any debt not reflected on our consolidated balance sheets as of December 31, 2025 and 2024, and we do not have any off-balance sheet arrangements, as such term is defined by the SEC rules.
Additionally, as of December 31, 2024, we had $215 million of unused commitments through our senior secured revolving credit agreement that we entered into in April 2022 (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”), which is further described below and in Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this 39 Tab le of Contents / report.
As of December 31, 2025, we had net working capital of $751 million, including cash and cash equivalents of $689 million. Additionally, as of December 31, 2025, we had $215 million of unused commitments through our Revolving Credit Agreement, which is further described below and in Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this report.
We generally minimize these risks primarily through matching, to the extent possible, revenue and expense in the various currencies in which we operate. Cumulative translation adjustments as of December 31, 2024 relate primarily to our net investments in, including long-term loans to, our foreign subsidiaries.
Cumulative translation adjustments as of December 31, 2025 relate primarily to our net investments in, including long-term loans to, our foreign subsidiaries.
From time to time, we may engage in certain transactions in order to manage our outstanding debt prior to maturity, including repurchases via open-market or privately negotiated transactions, redemptions, exchanges, tender offers or otherwise. For instance, in 2021, we repurchased $100 million in aggregate principal amount of our 4.650% Senior Notes due 2024 (the “2024 Senior Notes”) in open-market transactions.
From time to time, we may engage in certain transactions in order to manage our outstanding debt prior to maturity, including repurchases via open-market or privately negotiated transactions, redemptions, exchanges, tender offers or otherwise. See “—Financing Activities” and Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this report for additional information.
On an ongoing basis, we evaluate our estimates; however, our actual results may differ from these estimates under different assumptions or conditions. The following discussion summarizes the accounting policies we believe (1) require our management's most difficult, subjective or complex judgments and (2) are the most critical to our reporting of results of operations and financial position.
The following discussion summarizes the accounting policies we believe (1) require our management's most difficult, subjective or complex judgments and (2) are the most critical to our reporting of results of operations and financial position. See Note 1—“Summary of Significant Accounting Policies” in the Notes To Consolidated Financial Statements included in this report for discussion of our significant accounting policies.
Contractual Obligations As of December 31, 2024, we had payments due under contractual obligations as follows: (dollars in thousands) Payments due by period Total 2025 2026-2027 2028-2029 After 2029 Long-term Debt $ 500,000 $ — $ — $ 500,000 $ — Purchase Obligations 508,239 390,823 97,958 12,133 7,325 Operating Lease Liabilities 442,763 149,540 118,745 52,947 121,531 Other Long-term Obligations reflected on our Balance Sheet under U.S.
Contractual Obligations As of December 31, 2025, we had payments due under contractual obligations as follows: (dollars in thousands) Payments due by period Total 2026 2027-2028 2029-2030 After 2030 Long-term Debt $ 500,000 $ — $ 500,000 $ — $ — Purchase Obligations 410,533 383,349 18,186 2,067 6,931 Operating Lease Liabilities 453,078 145,945 141,632 58,356 107,145 Other Long-term Obligations reflected on our Balance Sheet under U.S.
Our ROV fleet size was 250 as of December 31, 2024 and 2023. 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.
We believe we are the world's largest provider of work-class ROV services and this business segment is the largest contributor to our Energy business operating income. Our ROV business, within our Subsea Robotics segment, reflects the utilization percentages, fleet sizes and average pricing in the respective periods.
The plan does not obligate us to repurchase any particular number of shares. Foreign Currency Adjustments. Because of our significant foreign operations, we are exposed to currency fluctuations and exchange rate risks. A stronger U.S. dollar against any of the foreign currencies where we conduct business could result in lower operating income.
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. Foreign Currency Adjustments. Because of our significant foreign operations, we are exposed to currency fluctuations and exchange rate risks.
We had a slight decrease in days on hire that included a year-over-year increase in drill support days offset by a decrease in vessel support days. Manufactured Products. For the year ended December 31, 2024, our Manufactured Products revenue and operating results increased, as compared to 2023.
Partially offsetting these increases were decreased activity levels in our survey business primarily due to drydocking of our survey vessel in 2025. We had lower days on hire for the year ended December 31, 2025, as compared to 2024, that included a year-over-year decrease in drill support days in the first half of 2025 and relatively flat vessel support days.
During the second quarter of 2023, we entered into three new long-term charters for deepwater vessels, two of which began in the third and fourth quarters of 2023 and the other that began in the first quarter of 2024. Additionally, we have three long-term charters that began in 2022.
We have a total of five long-term charters as of December 31, 2025: one that began in 2024, two that began in 2023, and two that began in 2022. We signed extensions in the third quarter of 2025 for three of these long-term vessel charters that began in the first quarter of 2026.
All of our segments, except for IMDS and ADTech, achieved improved sequential annual operating results, led by our Subsea Robotics segment. We use our ROVs to provide drill support, vessel-based inspection, maintenance and repair, subsea hardware installation, construction, and pipeline inspection services to customers in the energy industry.
Partially offsetting these increases were $57 million maintenance capital expenditures, $54 million of growth capital expenditures and $40 million for repurchases of shares of our common stock. We use our ROVs to provide drill support, vessel-based IMR, subsea hardware installation, construction, and pipeline inspection services to customers in the energy industry.
In 2023, we used $86 million in net investing activities, primarily for capital expenditures of $101 million that included increased spending in our Subsea Robotics segment for ROV upgrades and replacements.
In 2025, we used $96 million in net investing activities, primarily for capital expenditures of $111 million that included increased spending in our Subsea Robotics and OPG segments to add capabilities and maintain current operations, partially offset by $8.9 million in proceeds from disposition of property and equipment.
For the year ended December 31, 2024, compared to 2023, our IMDS operating results decreased despite higher revenue. Revenue was higher primarily due to increases in our integrity management business primarily due to increased work scope on international projects.
Our OPG operating income for the year ended December 31, 2025 increased as compared to 2024, on higher revenue primarily due to an improved mix of well intervention and installation work in the U.S.
These outlays were partially offset in 2023 by $7.8 million of proceeds received from the sale of various assets and $6.2 million of cash proceeds from the maturity of our Angolan bonds on September 1, 2023. 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.
Gulf, along with a reduction in drydock expense and the associated loss of vessel days that impacted the first quarter of 2024, partially offset by a reduction in international activity. 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.
Revenue and operating income information for our ADTech segment are as follows: Year ended December 31, (dollars in thousands) 2024 2023 Revenue $ 392,936 $ 376,845 Operating Income 42,201 45,003 Operating Income % 11 % 12 % For the year ended December 31, 2024, compared to 2023, our ADTech segment operating results decreased on increased levels of revenue.
Revenue and operating income information for our ADTech segment are as follows: Year ended December 31, (dollars in thousands) 2025 2024 Revenue $ 459,904 $ 392,936 Operating Income 57,744 42,201 Operating Income % 13 % 11 % For the year ended December 31, 2025, compared to 2024, our ADTech segment operating income increased on higher revenue, primarily due to increased activity and margins in our Oceaneering Technologies (“OTECH”) and Marine Services Division, along with additional expenses and a reserve related to a contract dispute that were taken in 2024 and reversed in 2025 due to a subsequent change in estimate.
Our OPG operating results for the year ended December 31, 2024 increased as compared to 2023, on higher revenue primarily due to increased activity levels in West Africa and Gulf of Mexico regions partially offset by reduced volume in the Middle East and Asia-Pacific regions. Integrity Management & Digital Solutions.
We expect revenue and operating income for our OPG segment to decrease significantly in 2026 due to lower activity levels in the U.S. Gulf and West Africa, partially offset by higher activity levels in the Caspian and Middle East regions and Brazil.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe recorded foreign currency transaction gains (losses) as a component of other income (expense), net in our consolidated statements of operations in those respective periods. To mitigate our currency exposure risk in Angola, we have used kwanza to purchase equivalent Angolan central bank (Banco Nacional de Angola) bonds.
Biggest changeTo mitigate our currency exposure risk in Angola, we have used kwanza to purchase Angolan central bank (Banco Nacional de Angola) bonds. The bonds are denominated in U.S. dollars, so that, upon payment of semi-annual interest and principal upon maturity, payment will be settled and made in U.S. dollars.
Because we intend to sell the bonds if we are able to repatriate the proceeds, we have classified these bonds as available-for-sale securities, and they are recorded at fair market value in other current assets in our consolidated balance sheet as of December 31, 2024.
Because we intend to sell the bonds if we are able to repatriate the proceeds, we have classified these bonds as available-for-sale securities, and they are recorded at fair market value in other current assets in our consolidated balance sheet as of December 31, 2025 and 2024.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to certain market risks arising from transactions we enter into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. As of December 31, 2024, we do not believe these risks are material to our earnings.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to certain market risks arising from transactions we enter into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. As of December 31, 2025, we do not believe these risks are material to our earnings.
We recorded net adjustments to our equity accounts of $(47) million, $3.9 million and $(20) million in 2024, 2023 and 2022, respectively. Negative adjustments reflect the net impact of the strengthening of the U.S. dollar against various foreign currencies for locations where the functional currency is not the U.S. dollar.
We recorded net adjustments to our equity accounts of $33 million, $(47) million and $3.9 million in 2025, 2024 and 2023, respectively. Negative adjustments reflect the net impact of the strengthening of the U.S. dollar against various foreign currencies for locations where the functional currency is not the U.S. dollar.
We did not sell any of our Angolan bonds in the year ended December 31, 2024. We estimated the fair market value of the Angolan bonds to be $7.0 million as of December 31, 2024, using quoted market prices.
We did not sell any of our Angolan bonds in the years ended December 31, 2025 and 2024. We estimated the fair market value of the Angolan bonds to be $7.0 million as of December 31, 2025 and 2024, using quoted market prices.
Since the market for the Angolan bonds was not an active market, the fair value of the Angolan bonds was classified within Level 2 in the fair value hierarchy under accounting principles generally accepted in the United States. As of December 31, 2022, we had $6.2 million of U.S. dollar equivalent Angolan bonds.
Since the market for the Angolan bonds was not an active market, the fair value of the Angolan bonds was classified within Level 2 in the fair value hierarchy under accounting principles generally accepted in the United States (“U.S. GAAP”).
A stronger U.S. dollar against the United Kingdom pound sterling, the Norwegian kroner and the Brazilian real could result in lower operating income.
A stronger or weaker U.S. dollar against the Brazilian real, Norwegian kroner and U.K. pound sterling could impact our operating income.
Conversely, positive adjustments reflect the effect of a weakening U.S. dollar. Foreign currency gains (losses) in the year ended December 31, 2024, 2023 and 2022 were $0.9 million, $(1.4) million and less than $(0.1) million, respectively.
Conversely, positive adjustments reflect the effect of a weakening U.S. dollar. Foreign currency gains (losses) in the year ended December 31, 2025, 2024 and 2023 were $2.8 million, $0.9 million and $(1.4) million, respectively. We recorded foreign currency transaction gains (losses) as a component of other income (expense), net in our consolidated statements of operations in those respective periods.
The bonds are denominated as U.S. dollar equivalents, so that, upon payment of semi-annual interest and principal upon maturity, payment will be settled and made in kwanza, equivalent to the respective U.S. dollars at the then-current exchange rate. In the third quarter of 2024, we purchased $7.0 million of U.S. dollar equivalent Angolan bonds. These bonds mature in February 2031.
In the third quarter of 2024, we purchased $7.0 million of U.S. dollar equivalent Angolan bonds. These bonds mature in February 2031.
Removed
These bonds were classified as available-for-sale securities and recorded at fair market value in other current assets on our consolidated balance sheets. These bonds matured on September 1, 2023, and we received cash proceeds of kwanza equivalent to $6.2 million in U.S. dollars.

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