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Oceaneering International (OII) Risk Analysis

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Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.

Oceaneering International disclosed 37 risk factors in its most recent earnings report. Oceaneering International reported the most risks in the “Finance & Corporate” category.

Risk Overview Q2, 2026

Risk Distribution

35% Finance & Corporate

19% Legal & Regulatory

14% Tech & Innovation

14% Production

11% Macro & Political

8% Ability to Sell

Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy

This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.

Risk Change Over Time

S&P500 Average

Sector Average

Risks removed

Risks added

Risks changed

Oceaneering International Risk Factors

New Risk (0)

Risk Changed (0)

Risk Removed (0)

No changes from previous report

The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.

The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.

Risk Highlights Q2, 2026

Main Risk Category

Finance & Corporate

With 13 Risks

Finance & Corporate

With 13 Risks

Number of Disclosed Risks

From last report

S&P 500 Average: 32

From last report

S&P 500 Average: 32

Recent Changes

9Risks added

0Risks removed

0Risks changed

Since Jun 2026

9Risks added

0Risks removed

0Risks changed

Since Jun 2026

Number of Risk Changed

-2

From last report

S&P 500 Average: 0

-2

From last report

S&P 500 Average: 0

See the risk highlights of Oceaneering International in the last period.

Risk Word Cloud

The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.

Risk Factors Full Breakdown - Total Risks 37

Finance & Corporate

Total Risks: 13/37 (35%)Above Sector Average

Share Price & Shareholder Rights3 | 8.1%

Share Price & Shareholder Rights - Risk 1

Added

Share Repurchase Program.

In December 2014, our Board of Directors approved a plan to repurchase up to 10 million shares of our common stock on a discretionary basis. Under this program, which has no expiration date, we repurchased 2.8 million shares of our common stock for $121 million through December 31, 2024. In the year ended December 31, 2025, we repurchased 1.8 million shares for $40 million. During the three- and six-month periods ended June 30, 2026, we repurchased 0.3 million shares for $10 million. As of June 30, 2026, we retained 11 million of the shares we repurchased through this and a prior repurchase program. We account for the shares we hold in treasury under the cost method, at average cost. The timing and amount of any future repurchases will be determined by our management. We expect that any additional shares repurchased under the plan will be held as treasury stock for possible future use. The plan does not obligate us to repurchase any particular number of shares. Off-Balance Sheet Arrangements We have not guaranteed any debt not reflected on our Consolidated Balance Sheets as of June 30, 2026, and we do not have any off-balance sheet arrangements, as defined by Securities and Exchange Commission's rules.

Share Price & Shareholder Rights - Risk 2

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our certificate of incorporation authorizes us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such preferences, powers and relative, participating, optional and other rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock.

Share Price & Shareholder Rights - Risk 3

Provisions in our corporate documents and Delaware law could delay or prevent a change in control of our company, even if that change would be beneficial to our shareholders.

The existence of some provisions in our corporate documents and Delaware law could delay or prevent a change in control of our company, even if that change would be beneficial to our shareholders. Our certificate of incorporation and bylaws contain provisions that may make acquiring control of our company difficult, including: - provisions relating to the classification, nomination and removal of our directors;- provisions regulating the ability of our shareholders to bring matters for action at annual meetings of our shareholders;- provisions requiring the approval of the holders of at least 80% of our voting stock for a broad range of business combination transactions with related persons; and - the authorization given to our board of directors to issue and set the terms of preferred stock. In addition, the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.

Accounting & Financial Operations6 | 16.2%

Accounting & Financial Operations - Risk 1

Our internal controls may not be sufficient to achieve all stated goals and objectives.

Our internal controls and procedures were developed through a process in which our management applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. The design of any system of internal controls and procedures is based, in part, on various assumptions about the likelihood of future events. We cannot assure that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Accounting & Financial Operations - Risk 2

The use of estimates could result in future adjustments to our assets, liabilities and results of operations.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Accounting & Financial Operations - Risk 3

Added

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. These principles require us to make various estimates, judgments and assumptions that affect the reported amounts in our financial statements and accompanying notes. We disclose our significant accounting policies in Notes to Consolidated Financial Statements-Note 1-"Summary of Significant Accounting Policies" in this quarterly report and in our annual report on Form 10-K for the year ended December 31, 2025, in Part II. Item 7. "Financial Statements and Supplementary Data-Note 1-Summary of Significant Accounting Policies." For information about our critical accounting policies and estimates, see Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates" in our annual report on Form 10-K for the year ended December 31, 2025. As of June 30, 2026, there have been no material changes to the judgments, assumptions and estimates upon which our critical accounting policies and estimates are based. Item 3. 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 June 30, 2026, we do not believe these risks are material. However, with the expansion of our international operations, we could be exposed to additional market risks from fluctuations in foreign currency exchange rates in the future. We have not entered into any market risk-sensitive instruments for speculative or trading purposes. When we have a significant amount of borrowings, we typically manage our exposure to interest rate changes using a combination of fixed- and floating-rate debt. See Note 6-"Debt" in the Notes to Consolidated Financial Statements included in this quarterly report for a description of our revolving credit agreement and interest rates on our borrowings and see Note 10 -"Subsequent Events" in the Notes to Consolidated Financial Statements in this quarterly report for information on Amendment No. 2 to our Revolving Credit Facility. We believe significant interest rate changes would not have a material near-term impact on our future earnings or cash flow. Because we operate in various regions in the world, we conduct a portion of our business in currencies other than the United States ("U.S.") dollar. The functional currency for most of our international operations is the applicable local currency. A stronger or weaker U.S. dollar against the Brazilian real, Norwegian kroner and United Kingdom pound sterling could impact our operating income. We manage our exposure to changes in foreign exchange rates by primarily denominating our contracts and providing for collections from our customers in U.S. dollars or freely convertible currency and endeavoring to match our contract costs with the denominated contractual currency. We use the exchange rates in effect as of the balance sheet date to translate assets and liabilities when the functional currency is the local currency, resulting in translation adjustments that we reflect as accumulated other comprehensive income or loss in the equity section of our consolidated balance sheets. We recorded net adjustments to our equity accounts of $(2.9) million and $0.7 million, respectively, in the three- and six-month periods ended June 30, 2026, and $21 million and $41 million, respectively, in the three- and six-month periods ended June 30, 2025. 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. Conversely, positive adjustments reflect the effect of a weakening U.S. dollar. Foreign currency gains (losses) were $1.1 million and $1.8 million, respectively, in the three- and six-month periods ended June 30, 2026, and $5.4 million and $6.5 million, respectively, in the three- and six-month periods ended June 30, 2025. 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. Item 4. Controls and Procedures In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2026 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There has been no change in our internal control over financial reporting that occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION Item 1. Legal Proceedings For information regarding legal proceedings, see the discussion under the caption "Litigation" in Note 7-"Commitments and Contingencies" in the Notes to Consolidated Financial Statements included in this quarterly report, which discussion we incorporate by reference into this Item.

Accounting & Financial Operations - Risk 4

Added

Overview of our Results

Our diluted earnings (loss) per share for the three- and six-month periods ended June 30, 2026 were $0.65 and $1.00, respectively, as compared to $0.54 and $1.03, respectively, for the corresponding periods of the prior year. Our operating results for the three months ended June 30, 2026, as compared to the corresponding period of the prior year, increased by 11% on a 10% increase in revenue. These positive results were largely driven by improvements from our Offshore Projects Group ("OPG"), where favorable project mix and operational execution drove better-than-expected revenue and profitability. More broadly, our results demonstrate continued strength across our portfolio. All of our segments generated increased revenue and operating income, except for Integrity Management and Digital Solutions ("IMDS"), which was partially impacted by the ongoing Middle East conflict. Our operating results for the six months ended June 30, 2026, as compared to the corresponding period of the prior year, decreased by 4% on a 6% increase in revenue, driven by lower results in our IMDS segment, which was impacted by the ongoing conflict in the Middle East, and the unusually strong first quarter of 2025 for our OPG segment, partially offset by improved results on increased activity in our Manufactured Products segment. Consistent with recent years, our cash balance declined during the six-month period ended June 30, 2026. We utilized approximately $25 million of cash for maintenance capital expenditures and approximately $16 million for growth capital expenditures in the first six months of 2026 along with $10 million for the repurchase of our common stock and $8.6 million for payment of tax withholding related to vesting of stock awards. These items were the largest contributors to our $59 million cash reduction during the first six months of 2026, as compared to a $63 million cash reduction during the first half of 2025. During the second quarter of 2026, we initiated a series of financing transactions designed to address the maturity of our 2028 senior notes. These transactions, completed during the third quarter of 2026, included the issuance of $500 million aggregate principal amount of 6.875% senior notes due 2034, the completion of a tender offer for the outstanding 2028 Senior Notes, and an amendment to the senior secured revolving credit facility. The amendment increased commitments from $215 million to $345 million and extended the facility's maturity to July 2031. Together, these actions extended our debt maturity profile while preserving substantial liquidity and financial flexibility.

Accounting & Financial Operations - Risk 5

Added

Results of Operations

We operate in five business segments. Our segments are contained within two businesses-services and products provided primarily to the oil and gas industry, and to a lesser extent, the mobility solutions and offshore renewables industries, among others ("Energy"), and services and products provided to non-energy industries Aerospace and Defense Technologies "(ADTech"). Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, OPG and IMDS. We report our ADTech business as one segment. Our Unallocated Expenses are those not directly associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units, performance stock units, and bonuses, as well as other general expenses, including corporate administrative expenses. Consolidated revenue and profitability information are as follows: Three Months EndedSix Months Ended(dollars in thousands)Jun 30, 2026Jun 30, 2025Jun 30, 2026Jun 30, 2025Revenue$768,184 $698,161 $1,460,613 $1,372,684 Operating Income (Loss)88,237 79,189 146,025 152,661 Operating Income (Loss) %11 %11 %10 %11 % We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf in our OPG segment, which is usually more active in the second and third quarters, as compared to the rest of the year. Similarly, revenue in our Subsea Robotics segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our Subsea Robotics seasonality depends on the number of remotely operated vehicles ("ROVs") we have engaged in vessel-based subsea infrastructure inspection, maintenance, repair and installation, which is more seasonal than drill support. Revenue in each of our Manufactured Products, IMDS and ADTech segments generally has not been seasonal. Energy The primary focus of our Energy business is to continue driving the positive momentum associated with the operational efficiency programs that leverage our asset base and capabilities for providing services and products for offshore energy operations and subsea completions. These efforts continue to benefit us during the current upstream spending cycle that is consistent with the ongoing increase in global demand for energy. We are also focused on deploying our capabilities to grow our business in integrity management, survey services, mobile robotics, offshore wind installations, nuclear and other clean energy solutions. The table that follows sets out revenue and profitability for the business segments within our Energy business. In the Subsea Robotics section of the table that follows, "ROV days utilized" is the number of ROV days for which we earn revenue during a specified period. "ROV days available" includes all days from the first day that a ROV is placed into service until the ROV is retired. All days in this period are considered available days, including periods when a ROV is undergoing maintenance or repairs. Our ROVs do not have scheduled maintenance or repair that requires significant time during which the ROVs are not available for utilization. "ROV utilization" percentage is defined as "ROV days utilized" divided by "ROV days available." Three Months EndedSix Months Ended(dollars in thousands)Jun 30, 2026Jun 30, 2025Jun 30, 2026Jun 30, 2025Subsea RoboticsRevenue$232,016 $218,786 $446,289 $424,762 Operating Income (Loss)66,325 64,505 121,833 124,137 Operating Income (Loss) %29 %29 %27 %29 %ROV Days Available22,750 22,750 45,250 45,250 ROV Days Utilized14,930 15,289 28,604 30,382 ROV Utilization66 %67 %63 %67 % Manufactured ProductsRevenue149,030 145,134 292,678 280,171 Operating Income (Loss)21,935 18,772 48,020 27,439 Operating Income (Loss) %15 %13 %16 %10 %Backlog at End of Period445,000 516,000 445,000 516,000 Offshore Projects GroupRevenue182,843 149,281 318,219 314,222 Operating Income (Loss)30,019 21,663 48,363 57,329 Operating Income (Loss) %16 %15 %15 %18 %Integrity Management & Digital SolutionsRevenue70,844 75,367 138,728 146,785 Operating Income (Loss)100 4,647 (898)8,109 Operating Income (Loss) %- %6 %(1)%6 %Total EnergyRevenue$634,733 $588,568 $1,195,914 $1,165,940 Operating Income (Loss)118,379 109,587 217,318 217,014 Operating Income (Loss) %19 %19 %18 %19 %

Accounting & Financial Operations - Risk 6

Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future revenue and earnings.

There can be no assurance that the revenue included in our backlog will be realized or, if realized, will result in profits. Because of project cancellations or potential changes in the scope or schedule of our customers' projects, we cannot predict with certainty when or if backlog will be realized. Material delays, suspensions, cancellations or payment defaults could materially affect our financial condition, results of operations and cash flows. We may be at risk of delays, suspensions and cancellations in the current market environment. Reductions in our backlog due to cancellation by a customer or for other reasons would adversely affect, potentially to a material extent, the revenue and earnings we actually receive from contracts included in our backlog. Many of our ROV contracts have 30-day notice termination clauses. Some of the contracts in our backlog provide for cancellation fees in the event customers cancel projects. These cancellation fees usually provide for reimbursement of our out-of-pocket costs, revenue for work performed prior to cancellation and a varying percentage of the profits we would have realized had the contract been completed. However, under limited circumstances, such as certain bankruptcy events, no cancellation fee would be owed to us. Further, even if a cancellation fee is owed to us, a customer may be unable or may refuse to pay the cancellation fee. We typically have no contractual right upon cancellation to the total contract revenue as reflected in our backlog. If we experience significant project terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.

Debt & Financing3 | 8.1%

Debt & Financing - Risk 1

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. 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. If a letter of credit or surety bond is required for a particular project and we are unable to obtain it due to insufficient liquidity or other reasons, we may not be able to pursue that project. We have limited capacity for letters of credit, and we rely substantially on bilateral letters of credit from various issuing banks in a number of markets. Moreover, due to events that affect the credit markets generally, letters of credit may be more difficult to obtain in the future or may only be available at significant additional cost. Letters of credit, including through our bilateral arrangements (which are cancelable in the discretion of the issuing banks), may not continue to be available to us on reasonable terms. Our inability to obtain adequate letters of credit and surety bonds and, as a result, to bid on new work could have a material adverse effect on our business, cash flows, liquidity, financial condition and results of operations.

Debt & Financing - Risk 2

Significant inflation and higher interest rates could adversely affect our business and financial condition.

The United States experienced inflationary pricing and increasing construction and labor costs in 2023 and 2022. While the pace of inflation has reduced since 2022, future changes in inflation could have an adverse impact on our business and our financial condition by increasing our costs of materials and labor. In addition, changing and future monetary policies and actions of the Federal Reserve that result from such adverse market and economic conditions (such as raises to the target federal funds rate) could adversely affect our ability to obtain financing and raise our (or our customers') cost of capital. 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 cost of capital, labor and materials could increase, which could have an adverse impact on our business and our financial condition.

Debt & Financing - Risk 3

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. 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. Limited access to the capital markets could adversely impact our ability to take advantage of business opportunities or react to changing economic and business conditions and could adversely impact our ability to continue our growth strategy. If one or more of the lenders under our revolving credit facility were to become unable or unwilling to perform their obligations under that facility, our borrowing capacity could be reduced. Our inability to borrow under our revolving credit facility could limit our ability to fund our future operations and growth. Ultimately, we could be required to reduce our future capital expenditures substantially and such a reduction could have a material adverse effect on our business and our consolidated financial condition, results of operations and cash flows. A financial crisis or economic recession could also affect our suppliers and our customers, causing them to fail to meet their obligations to us, which could have a material adverse effect on our revenue, income from operations and cash flows. In addition, we maintain our cash balances and short-term investments primarily in accounts held by major banks and financial institutions located principally in North America, Europe, Africa and Asia, and some of those accounts hold deposits that exceed available insurance. It is possible that one or more of the financial institutions in which we hold our cash and investments could become subject to bankruptcy, receivership or similar proceedings. As a result, we could be at risk of not being able to access material amounts of our cash, which could result in a temporary liquidity crisis that could impede our ability to fund operations.

Corporate Activity and Growth1 | 2.7%

Corporate Activity and Growth - Risk 1

Our business strategy contemplates future acquisitions or dispositions. Acquisitions of other businesses or assets and dispositions of our current businesses or assets present various risks and uncertainties.

We may pursue growth through the acquisition of businesses or assets that will enable us to broaden our service and product offerings and expand into new markets, and, from time to time, we may also consider dispositions of non-strategic assets. We may be unable to implement this element of our growth strategy or our long-term strategy if we cannot identify suitable businesses or assets, reach agreement on potential strategic acquisitions on acceptable terms or for other reasons, or obtain the fair value of the assets or businesses we may sell. 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. 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. 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.

Legal & Regulatory

Total Risks: 7/37 (19%)Above Sector Average

Regulation1 | 2.7%

Regulation - Risk 1

Laws and governmental regulations may add to our costs or adversely affect our operations.

Our business is affected by changes in public policy and by federal, state, local and foreign laws and regulations, including those relating specifically to the offshore oil and gas industry. Offshore oil and gas exploration and production operations are affected by tax, environmental, safety and other laws, by changes in those laws, application or interpretation of existing laws, and changes in related administrative regulations. 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.

Litigation & Legal Liabilities1 | 2.7%

Litigation & Legal Liabilities - Risk 1

We are currently subject to disputes, legal and regulatory claims, investigations and proceedings, some of which could be material.

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. 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. 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.

Environmental / Social5 | 13.5%

Environmental / Social - Risk 1

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.

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. Our efforts to research, establish, accomplish and accurately report on these goals, targets and other objectives expose us to numerous operational, reputational, financial, legal and other risks. Our ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of which are outside of our control, including the availability of alternative energy sources in the jurisdictions in which we operate, the capacity of electrical grids to support traditional and alternative energy sources, and the broader economic and legal circumstances affecting energy and electricity locally. We cannot predict the ultimate impact of achieving our 2030 emissions reduction targets, or the various implementation aspects, on our financial condition and results of operations. Our business may face increased scrutiny from investors and other stakeholders related to our sustainability activities, including the goals, targets and other objectives that we announce, and our methodologies and timelines for pursuing them. 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. Similarly, our failure or perceived failure to pursue or fulfill our sustainability focused goals, targets and objectives, to comply with ethical, environmental or other standards, regulations or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation.

Environmental / Social - Risk 2

Changes in data privacy and security laws, regulations and standards, and emerging laws, regulations and standards surrounding artificial intelligence ("AI"), may adversely impact our business.

Data privacy and security have become significant regulatory issues and the subject of rapidly evolving laws globally and in the United States. As a result, we are subject to a growing patchwork of privacy regulations imposed by jurisdictions where we operate, including under the European Union's and U.K.'s General Data Protection Regulation, Brazil's General Data Protection Law and in the United States under various state privacy frameworks, such as the California Consumer Privacy Act, the Texas Data Privacy and Security Act, and many more. These regulatory frameworks apply to activities related to the collection, use, disclosure, and transfer of personal data that may be conducted by us or directly or indirectly through our vendors or subcontractors. Data privacy and security regulations may significantly impact our business activities and require substantial compliance costs that adversely affect our business, operating results, prospects and financial condition. Additionally, any failure by us to comply with these regulations, including as a result of a personal data breach, could result in significant penalties and liabilities for us. Interpretations and enforcement of these laws continue to evolve, and changes to these regulatory interpretations or enforcement of these laws could create a range of new compliance obligations, which could cause us to incur additional costs. Furthermore, foreign, federal, state and local government bodies or agencies have, in the past, adopted-and may in the future adopt-more laws and regulations affecting data privacy and security. Although these privacy and security laws share similar concepts, each applicable jurisdiction may include important variations, such as differing standards or obligations. 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. Our business and operations could become subject to future legislation, regulation, enforcement strategies and regulatory or judicial interpretations beyond those currently proposed, adopted or contemplated in the U.S. and abroad. Emerging regulatory trends, particularly regarding AI, present new challenges. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies, such as audits and data transfer restrictions that could be applicable to our business, may limit the use and adoption of, and reduce the overall demand for, our solutions. 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.

Environmental / Social - Risk 3

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. 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. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, injunctions or both. In some cases, those governmental requirements can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them. 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. 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.

Environmental / Social - Risk 4

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 legislative and regulatory responses to climate change and its effects have the potential to negatively affect our business in many ways, including increasing the costs to provide the services and products of our Energy business, reducing the demand for and consumption of certain of those services and products, and the economic health of the regions in which we operate, all of which can create financial risks. 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. However, more aggressive efforts by governments and non-governmental organizations to reduce greenhouse gas emissions may occur and any such future laws and regulations could result in increased compliance costs or additional operating restrictions applicable to our Energy business customers and/or us. Our business could also be impacted by governmental initiatives to incentivize the conservation of energy or the use of alternative energy sources. These initiatives to reduce energy consumption or incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for the goods and services of our Energy business, and adversely impact our business, financial condition, results of operations and cash flows. 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 we are unable to recover or pass through a significant level of our costs related to complying with climate change regulatory requirements imposed on us, they could have a material adverse effect on our results of operations and financial condition. 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. In addition, climate change legislation and regulation may subject us to increased competition to develop innovative new products that result in lower emissions. 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.

Environmental / Social - Risk 5

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. 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 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. Climate-related business trends could result in, among other things, decreased demand for goods or services that produce significant greenhouse gas emissions, such as our fleet of vessels, increased demand for goods that result in lower emissions than competing products and increased competition to develop innovative new products that result in lower emissions. As we strive to develop innovative new product offerings, we aim to address a myriad of challenges facing our customers and the industries that we serve, including, among many others, energy efficiency, labor shortages, safety and climate change. To meet these challenges, we strive to innovate products and services that, in addition to lowering greenhouse gas emissions for our customers, offer higher energy efficiency, fewer personnel requirements due to more automation and superior safety characteristics. While this creates opportunities for our business, we face the risk that we will be unable to execute on such innovation in a timely manner, or at all, which may materially and adversely affect our business, financial condition, results of operations or cash flows if our customers turn to other suppliers for these products. If we are unable to meet increased customer expectations around the energy efficiency and carbon emissions of our new products, our business or our reputation could be negatively impacted. Further, increased demand for generation and transmission of energy from alternative energy sources could result in a decreased demand for goods or services that complement the hydrocarbon industry generally, even if those goods and services themselves do not produce significant greenhouse gas emissions, such as our remotely operated vehicles. Our business could be negatively impacted if we are unable to successfully market our products and services to customers who produce energy from alternative energy sources. Beyond financial impacts, climate change poses potential physical risks. Scientific studies forecast that these risks include increases in sea levels, stresses on water supply, rising average temperatures and other changes in weather conditions, such as increases in precipitation and extreme weather events, such as floods, heat waves, hurricanes and other tropical storms and cyclones. The projected physical effects of climate change have the potential to directly affect the operations we conduct for customers and result in increased costs related to our operations. However, because the nature and timing of changes in extreme weather events (such as increased frequency, duration, and severity) are uncertain, it is not possible for us to estimate reliably the future financial risk to our operations caused by these potential physical risks.

Tech & Innovation

Total Risks: 5/37 (14%)Above Sector Average

Innovation / R&D2 | 5.4%

Innovation / R&D - Risk 1

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. Investments in new technologies involve varying degrees of uncertainties and risk. Commercial success depends on many factors, including the levels of innovation, the development costs and the availability of capital resources to fund those costs, the levels of competition from others developing similar or other competing technologies, our ability to obtain or maintain government permits or certifications, the effectiveness of production, distribution and marketing efforts, and the costs to customers to deploy and provide support for the new technologies. We may not achieve significant revenue from new service and product investments for a number of years, if at all. Moreover, new services and products may not be profitable, and, even if they are profitable, our operating margins from new services and products may not be as high as the margins we have experienced historically.

Innovation / R&D - Risk 2

Added

Subsea Robotics.

We believe we are the world's largest provider of ROV services and this business segment is the largest contributor to our Energy business operating income. Our ROV business, within our Subsea Robotics segment, reflects the utilization percentages, fleet sizes and average pricing in the respective periods. Our ROV tooling provides an additional operational interface between an ROV and equipment located subsea. Our survey services business provides survey, positioning, and geoscience services. The following table presents revenue from ROV services as a percentage of total Subsea Robotics revenue: Three Months EndedSix Months Ended Jun 30, 2026Jun 30, 2025Jun 30, 2026Jun 30, 2025ROV77 %79 %78 %79 % Other23 %21 %22 %21 % During the second quarter of 2026, Subsea Robotics revenue and operating income increased as compared to the corresponding period of the prior year primarily due to higher average revenue per day in 2026, reflecting a mix of improved pricing, and increased activity in our survey business. Subsea Robotics revenue increased for the six-month period ended June 30, 2026, as compared to the corresponding period of the prior year primarily due to higher average revenue per day in 2026, reflecting a mix of improved pricing and the impact of non-recurring benefits. Subsea Robotics operating income decreased for the six-month period ended June 30, 2026, as compared to the corresponding period of the prior year primarily due to a decrease in ROV utilization, along with changes in the geographic mix and increased operating costs. Fleet utilization was 66% in the three-month period ended June 30, 2026 as compared to 67% for the three-month period ended June 30, 2025. Fleet utilization was 63% in the six-month period ended June 30, 2026 as compared to 67% for the six-month period ended June 30, 2025. For the three- and six-month periods ended June 30, 2026, there was a decrease in ROV days utilized, primarily in the U.S. Gulf, when compared to the corresponding period in the prior year. Our ROV fleet use during the six-month period ended June 30, 2026 was 65% in drill support and 35% in vessel-based activity, as compared to 63% in drill support and 37% in vessel-based activity in the corresponding period of the prior year. For each of the periods presented, we had a fleet of 250 work-class ROVs.

Trade Secrets1 | 2.7%

Trade Secrets - Risk 1

We rely on intellectual property law and confidentiality agreements to protect our intellectual property. We also rely on intellectual property we license from third parties. Our failure to protect our intellectual property rights, or our inability to obtain or renew licenses to use intellectual property of third parties, could adversely affect our business.

We rely on a variety of intellectual property rights that we use in our services and products, and our success depends, in part, on our ability to protect our proprietary information and other intellectual property. Our intellectual property could be challenged, invalidated, circumvented or rendered unenforceable. In addition, effective intellectual property protection may be limited or unavailable in some foreign countries where we operate. Our failure to protect our intellectual property rights may result in the loss of valuable technologies or adversely affect our competitive business position. We rely significantly on proprietary technology, information, processes and know-how that are not subject to patent or copyright protection. We seek to protect this information through trade secret or confidentiality agreements with our employees, consultants, subcontractors or other parties, as well as through other security measures. These agreements and security measures may be inadequate to deter or prevent misappropriation of our confidential information. In the event of an infringement of our intellectual property rights, a breach of a confidentiality agreement or divulgence of proprietary information, we may not have adequate legal remedies to protect our intellectual property. In some instances, we have augmented our technology base by licensing the proprietary intellectual property of third parties. However, it is possible that the tools, techniques, methodologies, programs and components we use to provide our services or products may infringe on the intellectual property rights of others. In the future, we may not be able to obtain necessary licenses on commercially reasonable terms. Royalty payments under licenses from third parties, if available, or developing non-infringing technologies could materially increase our costs. Additionally, if a license or non-infringing technology were not available, we might not be able to continue providing a particular service or product, which could materially and adversely affect our financial condition, results of operations and cash flows. Litigation to determine the scope of intellectual property rights, even if ultimately successful, could be costly and could divert management's attention away from other aspects of our business. In addition, our trade secrets may otherwise become known or be independently developed by competitors.

Technology2 | 5.4%

Technology - Risk 1

Our informational technology ("IT") and operational technology ("OT") systems are subject to interruption and cybersecurity risks that could adversely impact our operations.

Our operations (both onshore and offshore) are highly dependent on both IT and OT systems and personnel that implement and maintain such systems, including systems that collect, process, store or use personal information, confidential or proprietary information, and other sensitive information about our business and operations, as well as our customers, employees, suppliers and others. 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. We have experienced cyber incidents in the past and, although none have been material, we may experience cybersecurity incidents and security breaches in the future. Threats to our IT and OT systems associated with cybersecurity risks, cyber incidents and cyberattacks continue to grow in sophistication and scale. 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. Such a cyber incident could have a material adverse effect on our business and our consolidated financial condition, results of operations and cash flows. In addition, certain cyberattacks and related incidents, such as reconnaissance or surveillance by threat actors, may remain undetected for an extended period notwithstanding our monitoring and detection efforts. The increased use of artificial intelligence by threat actors has amplified risks, as AI-driven cyberattacks can automate the discovery of vulnerabilities, generate highly convincing phishing attempts, and evade traditional detection methods. These capabilities may enable attackers to mount more effective and persistent campaigns against our infrastructure. As a result, we may be required to incur additional costs to modify or enhance our IT or OT systems to prevent or remediate any such attacks. While we continue to evaluate potential replacements or upgrades of existing systems, the implementation of new systems or upgrades to existing systems subjects us to inherent costs and risks associated with replacing or changing these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks. In addition, potential upgrades or updates may not result in productivity improvements at the levels anticipated, or at all. Moreover, the implementation of new, updated, or upgraded systems may cause disruptions in our business operations. Any such disruption, and any other system disruptions, if not anticipated and appropriately mitigated, could have a material adverse effect on our operations. Finally, laws and regulations we may be subject to governing cybersecurity, such as obligations under the Cyber Incident Reporting for Critical Infrastructure Act, pose increasingly complex compliance challenges, and failure to comply with these laws and regulations could result in fines, penalties, legal liability and damage to our reputation and customer or other business relationships.

Technology - Risk 2

Added

Integrity Management & Digital Solutions.

Our IMDS segment provides asset integrity management, corrosion management, inspection and nondestructive testing services, principally to customers in the oil and gas, power generation and petrochemical industries. We perform these services on both onshore and offshore facilities, both topside and subsea. We also provide software, digital and connectivity solutions for the energy industry. Our IMDS revenue for the three- and six-month periods ended June 30, 2026 was lower, as compared to the corresponding periods of the prior year primarily due to less activity in West Africa. Our IMDS operating results for the three- and six-month periods ended June 30, 2026 were lower, as compared to the corresponding periods of the prior year primarily due to lower activity levels and related cost absorption, as well as increased personnel-related costs, primarily in West Africa and the Middle East. Aerospace and Defense Technologies. Our ADTech segment provides services and products, including engineering and related manufacturing in defense and space exploration activities, principally to U.S. government agencies and their prime contractors. Many of the services and products utilized in ADTech are applied technologies based on our core competencies and knowledge derived from decades of working in the offshore markets and solving complex problems in harsh environments. Revenue and operating income (loss) information for our ADTech segment are as follows: Three Months EndedSix Months Ended(dollars in thousands)Jun 30, 2026Jun 30, 2025Jun 30, 2026Jun 30, 2025Revenue$133,451 $109,593 $264,699 $206,744 Operating Income (Loss)16,425 16,299 24,536 26,964 Operating Income (Loss) %12 %15 %9 %13 % Our ADTech segment revenue for the second quarter of 2026 increased as compared to the corresponding period of the prior year primarily due to increased activity in our Oceaneering Technologies ("OTECH") business. Our ADTech segment operating results for the second quarter of 2026 were essentially flat as compared to the corresponding period of the prior year primarily due to changes in program costs and timing. Our ADTech segment revenue for the six-month period ended June 30, 2026, increased as compared to the corresponding period of the prior year primarily due to increased activity in OTECH and our Marine Services Division. Our ADTech segment operating results for the six-month period ended June 30, 2026 decreased as compared to the corresponding period of the prior year primarily due to a one-time accrual recorded in connection with an agreement in principle with an ADTech customer to resolve a previously disclosed contract dispute along with changes in program cost mix. In the first quarter of 2026, we recorded $6.8 million in expense and recognized related current and long-term liabilities based on the proposed repayment schedule. Offsetting this amount was the release of a $1.3 million accrual that was recorded in a previous period related to the same matter. Although the agreement is subject to final approval by both parties, based on the information currently available, we do not expect any additional material obligations related to this matter. We anticipate settling our obligation over the life of the associated multi-year contract. In addition, our operating income for the six-month period ended June 30, 2026, was impacted by a lower margin project mix. Unallocated Expenses Our Unallocated Expenses (i.e. , those not directly associated with a specific business segment) within operating expense consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units, performance stock units and bonuses, as well as other general expenses plus general and administrative expenses related to corporate functions. The following table sets forth our Unallocated Expenses for the periods indicated: Three Months EndedSix Months Ended(dollars in thousands)Jun 30, 2026Jun 30, 2025Jun 30, 2026Jun 30, 2025Operating expenses$(46,567)$(46,697)(95,829)(91,317)Operating expenses % of revenue6 %7 %7 %7 % Our unallocated operating expenses for the second quarter of 2026 were relatively flat as compared to the corresponding period of the prior year. Our unallocated operating expenses for the six-month periods ended June 30, 2026 were higher as compared to the corresponding period of the prior year primarily due to higher information technology costs. Other The following table sets forth our significant financial statement items below the income (loss) from operations line: Three Months EndedSix Months Ended(in thousands)Jun 30, 2026Jun 30, 2025Jun 30, 2026Jun 30, 2025Interest income$4,904 $3,017 $9,965 $6,661 Interest expense, net of amounts capitalized(8,456)(9,472)(17,561)(18,547)Equity in income (losses) of unconsolidated affiliates1,210 311 1,487 673 Other income (expense), net182 5,371 990 6,346 Provision (benefit) for income taxes22,497 23,974 41,219 42,975 Interest income for the three- and six-month periods ended June 30, 2026 as compared to the corresponding periods of the prior year increased primarily due to higher average interest-earnings cash balances in 2026. In addition to interest on borrowings, interest expense includes amortization of loan costs and debt discount, and fees for lender commitments under our senior secured revolving credit agreement and standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements. Interest expense decreased for the three- and six-month periods ended June 30, 2026 as compared to the corresponding periods of the prior year primarily due to the increase in capitalized interest along with a reduction in loan costs amortization and standby letter of credit fees. We recorded capitalized interest of $0.5 million and $0.8 million, respectively, in the three- and six-month periods ended June 30, 2026 and less than $0.1 million in the three- and six-month periods ended June 30, 2025, related to the planned implementation of our new enterprise resource planning system. Foreign currency transaction gains and losses are the principal component of other income (expense), net. In the three- and six-month periods ended June 30, 2026, we incurred foreign currency transaction gains (losses) of $1.1 million and $1.8 million, respectively, and in the three- and six-month periods ended June 30, 2025, we incurred foreign currency transaction gains (losses) of $5.4 million and $6.5 million, respectively. These gains (losses) primarily resulted from foreign currency fluctuations in multiple countries. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations. Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three- and six-month periods ended June 30, 2026 and 2025 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, changes in permanent book and tax differences, and other discrete items. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings. 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.

Production

Total Risks: 5/37 (14%)Above Sector Average

Manufacturing3 | 8.1%

Manufacturing - Risk 1

Our offshore oilfield operations involve a variety of operating hazards and risks that could cause losses.

Our offshore oilfield operations are subject to the hazards inherent in the offshore oilfield business. These include blowouts, explosions, fires, collisions, capsizings and severe weather conditions. These hazards could result in personal injury and loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage and suspension of operations. We may incur substantial liabilities or losses as a result of these hazards. While we maintain insurance protection against some of these risks and seek to obtain indemnity agreements from our customers requiring the customers to hold us harmless from some of these risks, our insurance and contractual indemnity protection may not be sufficient or effective to protect us under all circumstances or against all risks. 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.

Manufacturing - Risk 2

Added

Manufactured Products.

Our Manufactured Products segment provides distribution systems such as production control umbilicals and connection systems made up of specialty subsea hardware, along with clamp connectors and subsea and topside control valves. We also provide turnkey solutions that include project management, engineering design, fabrication, assembly and installation of autonomous mobile robotic technology to industrial, manufacturing, healthcare and warehousing markets. Our Manufactured Products operating results for the three- and six-month periods ended June 30, 2026 improved on higher revenue as compared to the corresponding periods of the prior year primarily due to continued execution of higher margin backlog, increased profitability in our umbilicals and rotator businesses and improved results in our mobility solutions product lines. Additionally, in the three- and six-month periods ended June 30, 2026, we recorded an inventory reserve of $7.5 million and in the three- and six-month periods ended June 30, 2025, we recorded an inventory reserve of $2.5 million and $13 million, respectively, related to our theme park ride business. Our Manufactured Products backlog was $445 million as of June 30, 2026 compared to $516 million as of June 30, 2025, with the decrease reflecting the timing of awards. Our book-to-bill ratio was 0.88 for the trailing 12 months ended June 30, 2026, as compared to 0.65 for the trailing 12 months ended June 30, 2025.

Manufacturing - Risk 3

Added

Offshore Projects Group.

Our 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, inspection, maintenance and repair ("IMR") services, principally in the 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. Our OPG operating results increased on higher revenue in the second quarter of 2026 as compared to the corresponding period of the prior year primarily due to a favorable project mix that included additional international intervention and installation projects. Our OPG operating results decreased on higher revenue in the six-month period ended June 30, 2026 as compared to the corresponding period of the prior year primarily due to an unusually strong first quarter of 2025, with the first half of 2026 reflecting more typical seasonality in the U.S. Gulf. We have several deepwater vessels under a mix of short-term charters where we can see firm workload and spot charters as market opportunities arise. We have a total of five long-term charters as of June 30, 2026: one that began in 2024, two that began in 2023, and two that began in 2022. We signed extensions in the third quarter of 2025 for three of these long-term vessel charters that began in the first quarter of 2026. These charters have staggered maturity dates with none extending past the first quarter of 2029. Depending on market conditions, we may add additional chartered vessels throughout the year to align with our strategy that balances vessel cost, availability and capability to capture work. We expect to do this through the continued utilization of a mix of short-term, spot and long-term charters.

Employment / Personnel2 | 5.4%

Employment / Personnel - Risk 1

Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could weaken our ability to win contracts, which could result in reduced revenue and profits.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one or more of our employees, agents or partners could have a significant negative impact on our business and reputation. Such misconduct could include the failure to comply with the U.S. Foreign Corrupt Practices Act ("FCPA"), which prohibits companies and their intermediaries from making improper payments to non-U.S. officials, as well as the failure to comply with government procurement regulations, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting and various other applicable laws or regulations, including the U.K. Bribery Act. We operate in some countries that international corruption monitoring groups have identified as having high levels of corruption. Our activities create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA or other applicable anti-corruption laws. The precautions we take to prevent and detect misconduct, fraud or non-compliance with applicable laws and regulations may not be effective, and we could face unknown risks or losses. 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. 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. Government guidance as it relates to sales to Taiwan and do not currently expect a material impact to our business from these actions. Our failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines, penalties or other sanctions, which could have a material adverse effect on our business and our consolidated financial condition, results of operations and cash flows.

Employment / Personnel - Risk 2

The loss of the services of one or more of our key personnel, or our failure to attract, assimilate and retain trained personnel in the future, could disrupt our operations and result in loss of revenue.

Our success depends on the continued active participation of our executive officers and key operating personnel. The unexpected loss of the services of any one of these persons could adversely affect our operations. Our operations require the services of employees having the technical training and experience necessary to obtain the proper operational results. As a result, if we should suffer any material loss of personnel to competitors or be unable to employ additional or replacement personnel with the requisite level of training and experience to adequately operate our equipment, our operations could be adversely affected. A significant increase in the wages paid by other employers could result in a reduction in our workforce, increases in wage rates, or both.

Macro & Political

Total Risks: 4/37 (11%)Above Sector Average

Economy & Political Environment1 | 2.7%

Economy & Political Environment - Risk 1

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. Levels of U.S. defense and space exploration spending are difficult to predict and may be impacted by numerous factors such as 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. 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. 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.

International Operations1 | 2.7%

International Operations - Risk 1

Our international operations involve additional risks not associated with domestic operations.

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. Risks 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. Changes in U.S. foreign trade policies could lead to the imposition of additional trade barriers and tariffs on us. 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. Changes in U.S. trade policy have resulted and could again result in reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products to countries where we currently sell products. Such changes in U.S. trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, could materially and adversely affect our business, operations, financial condition and results of operations. Additionally, in some jurisdictions we are subject to foreign governmental regulations favoring or requiring the awarding of contracts to local contractors or requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These regulations may adversely affect our ability to compete. Our exposure to the risks we described above varies from country to country. There is a risk that a continuation or worsening of these conditions could materially and adversely impact our future business, operations, financial condition and results of operations.

Capital Markets2 | 5.4%

Capital Markets - Risk 1

Added

Liquidity and Capital Resources

We consider our liquidity and capital resources adequate to support our operations, capital commitments and strategic growth initiatives, as well as any opportunistic returns of capital to shareholders. Our material cash commitments consist primarily of obligations for long-term debt, purchase obligations as part of normal operations, and operating leases for land, buildings, vessels and equipment for the support and operation of our business. Our purchase obligations include agreements to purchase goods and services as well as commitments for capital assets used in the normal operations of our business. We are committed to maintaining strong liquidity and believe that our cash position, undrawn Revolving Credit Agreement (as defined below) and long-term debt maturity profile provide us with ample resources and time to address our liquidity needs, including potential future growth opportunities and working capital needs. As of June 30, 2026, we had working capital of $854 million, including cash and cash equivalents of $629 million. Additionally, as of June 30, 2026, we had $215 million of unused commitments through our senior secured revolving credit agreement that we entered into in April 2022 (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the "Revolving Credit Agreement"). On July 6, 2026, we entered into Amendment No. 2 to the Revolving Credit Agreement. Availability under our revolving credit facility ("Revolving Credit Facility") may be limited by certain financial covenants and the requirement that any borrowing under the Revolving Credit Facility not require the granting of any liens to secure any senior notes issued by us. See Note 10-"Subsequent Events" in the Notes to Consolidated Financial Statements in this quarterly report for information on Amendment No. 2 to our Revolving Credit Facility. As of June 30, 2026, our nearest maturity of indebtedness was $500 million of our 2028 Senior Notes (defined below), for which we previously delivered a redemption notice to redeem all of the remaining principal amount on July 25, 2026. On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of 6.875% Senior Notes due 2034. From time to time, we may engage in certain transactions in order to manage our outstanding debt prior to maturity, including repurchases via open-market or privately negotiated transactions, redemptions, exchanges, tender offers or otherwise. We can provide no assurance as to the timing of any such repurchases or whether we will complete any such repurchases at all. We do not intend to disclose further information regarding any such repurchase transactions, except to the extent required in our subsequent periodic filings on Forms 10-K or 10-Q, or unless otherwise required by applicable law. Cash flows for the six months ended June 30, 2026 and 2025 are summarized as follows: Six Months Ended(in thousands)Jun 30, 2026Jun 30, 2025Changes in Cash:Net Cash Used in Operating Activities$(3,912)$(3,531)Net Cash Used in Investing Activities(38,382)(52,006)Net Cash Used in Financing Activities(18,684)(25,600)Effect of exchange rates on cash1,577 17,669 Net Increase (Decrease) in Cash and Cash Equivalents$(59,401)$(63,468) Operating activities Our primary sources and uses of cash flows from operating activities for the six months ended June 30, 2026 and 2025 are as follows: Six Months Ended(in thousands)Jun 30, 2026Jun 30, 2025Cash Flows from Operating Activities:Net income (loss)$99,687 $104,819 Non-cash items, net83,944 69,948 Accounts receivable and contract assets(119,937)(61,357)Inventory(4,454)(18,710)Current liabilities(21,413)(83,153)Other changes(41,739)(15,078)Net Cash Provided by (Used in) Operating Activities$(3,912)$(3,531) The decrease in cash related to accounts receivable and contract assets in the six months ended June 30, 2026 reflects the timing of project milestones and customer payments. The decrease in cash related to inventory in the six months ended June 30, 2026 was primarily due to higher activity. The decrease in cash related to current liabilities in the six months ended June 30, 2026 reflects the timing of vendor payments and payout of incentive compensation accruals. Investing activities Our capital expenditures of $41 million were lower during the first six months of 2026, as compared to $56 million in the first six months of 2025, primarily due to higher capital expenditures in our Subsea Robotics segment in the first half of 2025 for ROV upgrades and replacements. In 2026, we expect our organic capital expenditures to total between $105 million to $115 million, exclusive of business acquisitions, which we expect to fund using our available cash. Financing activities In the six months ended June 30, 2026 and 2025, we used $19 million and $26 million, respectively, of cash in financing activities primarily due to the repurchase of 0.3 million shares for $10 million in the six months ended June 30, 2026, and 1.0 million shares for $20 million in the six months ended June 30, 2025, of our common stock along with the payment of tax withholding related to vesting of stock awards in both periods. In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the "Existing 2028 Senior Notes") and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the "New 2028 Senior Notes" and, together with the Existing 2028 Senior Notes, the "2028 Senior Notes"). As of June 30, 2026, we had long-term debt in the principal amount of $500 million outstanding consisting of our 2028 Senior Notes, for which we previously delivered a redemption notice to redeem all of the remaining principal amount of the 2028 Senior Notes on July 25, 2026. See Note 10-"Subsequent Events" in the Notes to Consolidated Financial Statements in this quarterly report for information on the Tender Offer, the subsequent redemption and Amendment No. 2 to our Revolving Credit Facility. In the six months ended June 30, 2026 and 2025, we did not repurchase or redeem any of the 2028 Senior Notes. For more on the 2028 Senior Notes, see Note 6-"Debt" in the Notes to Consolidated Financial Statements included in this quarterly report. As of June 30, 2026, we had $215 million of unused commitments under our Revolving Credit Facility. As of June 30, 2026, we were in compliance with all of the financial covenants set forth in the Revolving Credit Agreement. For more on our Revolving Credit Facility (including the financial covenants thereunder and Amendment No. 2 thereto), see Note 6-"Debt" and Note 10-"Subsequent Events" in the Notes to Consolidated Financial Statements included in this quarterly report.

Capital Markets - Risk 2

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. In order to manage some of the risks associated with foreign currency exchange rates, we may enter into foreign currency derivative (hedging) instruments, especially when there is currency risk exposure that is not naturally mitigated via our contracts. However, these actions may not always eliminate all currency risk exposure, in particular for our long-term contracts. 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. 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. 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.

Ability to Sell

Total Risks: 3/37 (8%)Above Sector Average

Competition1 | 2.7%

Competition - Risk 1

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. 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. 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. 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.

Demand1 | 2.7%

Demand - Risk 1

We derive most of our revenue from companies in the offshore oil and gas industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and gas prices.

We derive most of our revenue from customers in the offshore oil and gas exploration, development and production industry. The offshore oil and gas industry is a historically cyclical industry characterized by significant changes in the levels of exploration and development activities. Oil and gas prices, and market expectations of potential changes in those prices, significantly affect the levels of those activities. Worldwide political, economic and military events have contributed to oil and gas price volatility and are likely to continue to do so in the future. In addition, there is ongoing uncertainty regarding the long-term outlook for offshore drilling in the United States, including the U.S. 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"). 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. Any prolonged reduction in the overall level of offshore oil and gas exploration and development activities, whether resulting from changes in oil and gas prices, limitations on access to capital for such activities, governmental actions or regulatory developments or otherwise, could materially and adversely affect our financial condition and results of operations in our operating segments within our Energy business. 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.

Brand / Reputation1 | 2.7%

Brand / Reputation - Risk 1

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.

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. 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. We may also communicate certain climate-related initiatives, commitments and goals in our SEC filings or in other disclosures, which subjects us to additional risks, including the risk of being accused of greenwashing. Alternatively, we may be accused of "greenhushing" for the failure to communicate certain climate-related initiatives, commitments and goals. 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. These actions may cause operational delays or restrictions, increased operating costs or capital expenditures, additional regulatory burdens and increased risk of litigation for us and our energy industry customers. Furthermore, governmental authorities exercise considerable discretion in the timing and scope of permit issuance required for the operations conducted by or for our energy industry customers and, in many cases, the public may engage in the permitting process. Negative public perception could cause such permits to be withheld, delayed, or burdened by requirements that restrict our ability to profitably conduct business for our energy industry customers. 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.

See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.

FAQ

What are “Risk Factors”?

Risk factors are any situations or occurrences that could make investing in a company risky.

The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.

They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.

It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.

How do companies disclose their risk factors?

Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.

Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.

Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.

According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.

How can I use TipRanks risk factors in my stock research?

Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.

You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.

Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.

A simplified analysis of risk factors is unique to TipRanks.

What are all the risk factor categories?

TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.

1. Financial & Corporate

Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.

2. Legal & Regulatory

Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.

3. Production

Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.

4. Technology & Innovation

Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.

5. Ability to Sell

Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.

6. Macro & Political

Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.