OCEANEERING INTERNATIONAL INC (Form: 10-Q, Received: 07/30/2019 16:20:43)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	June 30, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number: 1-10945

____________________________________________

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)



Delaware		95-2628227
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11911 FM 529
Houston,	Texas	77041
(Address of principal executive offices)		(Zip Code)

(713) 329-4500

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed from last report)

____________________________________________



Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.25 per share	OII	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☑ No

Number of shares of Common Stock outstanding as of July 26, 2019: 98,929,503

Oceaneering International, Inc.

Form 10-Q

Table of Contents



Part I	Financial Information

Item 1.	Financial Statements
		Consolidated Balance Sheets
		Consolidated Statements of Operations
		Consolidated Statements of Comprehensive Income (Loss)
		Consolidated Statements of Cash Flows
		Notes to Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures.

Part II	Other Information

Item 1.	Legal Proceedings
Item 6.	Exhibits

Signatures

Table of Contents

PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	Jun 30, 2019			Dec 31, 2018
(in thousands, except share data)	Jun 30, 2019			Dec 31, 2018
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	355,838		$	354,259
Accounts receivable, net of allowances for doubtful accounts of $5,676 and $7,116	374,173			368,885
Contract assets	197,001			256,201
Inventory, net	206,671			194,507
Other current assets	61,510			71,037
Total Current Assets	1,195,193			1,244,889
Property and equipment, at cost	2,879,197			2,837,587
Less accumulated depreciation	1,931,410			1,872,917
Net property and equipment	947,787			964,670
Other Assets:
Goodwill	422,312			413,121
Other noncurrent assets	192,698			202,318
Right-of-use operating lease assets	180,645			—
Total other assets	795,655			615,439
Total Assets	$	2,938,635		$	2,824,998
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	105,171		$	102,636
Accrued liabilities	312,347			306,933
Contract liabilities	73,526			85,172
Total current liabilities	491,044			494,741
Long-term debt	795,639			786,580
Long-term operating lease liabilities	172,090			—
Other long-term liabilities	120,829			128,379
Commitments and contingencies
Equity:
Common stock, par value $0.25 per share; 360,000,000 shares authorized; 110,834,088 shares issued	27,709			27,709
Additional paid-in capital	201,227			220,421
Treasury stock; 11,904,585 and 12,294,873 shares, at cost	(681,717		)	(704,066		)
Retained earnings	2,138,679			2,204,548
Accumulated other comprehensive loss	(332,928		)	(339,377		)
Oceaneering shareholders' equity	1,352,970			1,409,235
Noncontrolling interest	6,063			6,063
Total equity	1,359,033			1,415,298
Total Liabilities and Equity	$	2,938,635		$	2,824,998

The accompanying Notes are an integral part of these Consolidated Financial Statements.

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



		Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)		2019			2018			2019			2018
Revenue		$	495,781		$	478,674		$	989,667		$	895,087
Cost of services and products		453,798			448,946			920,097			846,531
	Gross margin	41,983			29,728			69,570			48,556
Selling, general and administrative expense		51,618			49,365			100,919			95,342
	Income (loss) from operations	(9,635		)	(19,637		)	(31,349		)	(46,786		)
Interest income		1,848			2,950			4,452			5,542
Interest expense, net of amounts capitalized		(10,199		)	(8,802		)	(19,623		)	(18,173		)
Equity in income (losses) of unconsolidated affiliates		—			(737		)	(164		)	(1,580		)
Other income (expense), net		7			(3,556		)	726			(12,030		)
	Income (loss) before income taxes	(17,979		)	(29,782		)	(45,958		)	(73,027		)
Provision (benefit) for income taxes		17,203			3,294			14,051			9,182
	Net Income (Loss)	$	(35,182	)	(33,076		)	$	(60,009	)	$	(82,209	)

Weighted-average shares outstanding
Basic		98,929			98,531			98,822			98,457
Diluted		98,929			98,531			98,822			98,457
Earnings (loss) per share
Basic		$	(0.36	)	$	(0.34	)	$	(0.61	)	$	(0.83	)
Diluted		$	(0.36	)	$	(0.34	)	$	(0.61	)	$	(0.83	)

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)




		Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)		2019			2018			2019			2018
Net income (loss)		$	(35,182	)	$	(33,076	)	$	(60,009	)	$	(82,209	)
Other Comprehensive Income (Loss):
	Foreign currency translation adjustments	203			(37,806		)	6,449			(15,630		)
Total other comprehensive income (loss)		203			(37,806		)	6,449			(15,630		)
	Comprehensive income (loss)	$	(34,979	)	$	(70,882	)	$	(53,560	)	$	(97,839	)

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



	Six Months Ended June 30,
(in thousands)	2019			2018
Cash Flows from Operating Activities:
Net income (loss)	$	(60,009	)	$	(82,209	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	102,790			113,971
Deferred income tax provision (benefit)	(3,686		)	(23,034		)
Net loss (gain) on sales of property and equipment	(1,592		)	860
Noncash compensation	5,835			5,985
Excluding the effects of acquisitions, increase (decrease) in cash from:
Accounts receivable and contract assets	53,913			(12,161		)
Inventory	(18,687		)	(3,901		)
Other operating assets	11,868			473
Currency translation effect on working capital, excluding cash	2,005			(2,771		)
Current liabilities	(18,669		)	3,941
Other operating liabilities	(1,059		)	14,531
Total adjustments to net income (loss)	132,718			97,894
Net Cash Provided by Operating Activities	72,709			15,685
Cash Flows from Investing Activities:
Purchases of property and equipment	(70,862		)	(53,530		)
Business acquisitions, net of cash acquired	—			(68,398		)
Proceeds from redemption of investments	—			33,405
Other investing activities	—			(10,025		)
Distributions of capital from unconsolidated affiliates	1,064			2,372
Dispositions of property and equipment	1,679			1,403
Net Cash Used in Investing Activities	(68,119		)	(94,773		)
Cash Flows from Financing Activities:
Net proceeds from issuance of 6.000% Senior Notes, net of issuance costs	—			295,816
Repayment of term loan facility	—			(300,000		)
Other financing activities	(2,682		)	(1,594		)
Net Cash Used in Financing Activities	(2,682		)	(5,778		)
Effect of exchange rates on cash	(329		)	(5,909		)
Net Increase (Decrease) in Cash and Cash Equivalents	1,579			(90,775		)
Cash and Cash Equivalents—Beginning of Period	354,259			430,316
Cash and Cash Equivalents—End of Period	$	355,838		$	339,541

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)



												Accumulated Other Comprehensive Income (Loss)
	Common Stock		Additional Paid-in Capital			Treasury Stock			Retained Earnings			Currency Translation Adjustments					Oceaneering Shareholders' Equity			Non-controlling Interest		Total Equity
(in thousands)	Common Stock		Additional Paid-in Capital			Treasury Stock			Retained Earnings			Currency Translation Adjustments			Pension		Oceaneering Shareholders' Equity			Non-controlling Interest		Total Equity
Balance, December 31, 2018	$	27,709	$	220,421		$	(704,066	)	$	2,204,548		$	(339,377	)	$	—	$	1,409,235		$	6,063	$	1,415,298
Cumulative effect of ASC 842 adoption	—		—			—			(5,860		)	—			—		(5,860		)	—		(5,860		)
Net income (loss)	—		—			—			(24,827		)	—			—		(24,827		)	—		(24,827		)
Other comprehensive income (loss)	—		—			—			—			6,246			—		6,246			—		6,246
Restricted stock unit activity	—		(16,494		)	17,137			—			—			—		643			—		643
Restricted stock activity	—		(5,143		)	5,143			—			—			—		—			—		—
Balance, March 31, 2019	27,709		198,784			(681,786		)	2,173,861			(333,131		)	—		1,385,437			6,063		1,391,500
Net income (loss)	—		—			—			(35,182		)	—			—		(35,182		)	—		(35,182		)
Other comprehensive income (loss)	—		—			—			—			203			—		203			—		203
Restricted stock unit activity	—		2,443			69			—			—			—		2,512			—		2,512
Restricted stock activity	—		—			—			—			—			—		—			—		—
Noncontrolling interest	—		—			—						—			—		—			—		—
Balance, June 30, 2019	$	27,709	$	201,227		$	(681,717	)	$	2,138,679		$	(332,928	)	$	—	$	1,352,970		$	6,063	$	1,359,033


Balance, December 31, 2017	$	27,709	$	225,125		$	(718,946	)	$	2,417,412		$	(292,351	)	$	215	$	1,659,164		$	5,354	$	1,664,518
Cumulative effect of ASC 606 adoption	—		—			—			(537		)	—			—		(537		)	—		(537		)
Net income (loss)	—		—			—			(49,133		)	—			—		(49,133		)	—		(49,133		)
Other comprehensive income (loss)	—		—			—			—			22,176			—		22,176			—		22,176
Restricted stock unit activity	—		(9,186		)	10,365			—			—			—		1,179			—		1,179
Restricted stock activity	—		(3,951		)	3,951			—			—			—		—			—		—
Balance, March 31, 2018	27,709		211,988			(704,630		)	2,367,742			(270,175		)	215		1,632,849			5,354		1,638,203
Net income (loss)	—		—			—			(33,076		)	—			—		(33,076		)	—		(33,076		)
Other comprehensive income (loss)	—		—			—			—			(37,806		)	—		(37,806		)	—		(37,806		)
Restricted stock unit activity	—		3,085			128			—			—			—		3,213			—		3,213
Balance, June 30, 2018	$	27,709	$	215,073		$	(704,502	)	$	2,334,666		$	(307,981	)	$	215	$	1,565,180		$	5,354	$	1,570,534

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF MAJOR ACCOUNTING POLICIES

Basis of Presentation. Oceaneering International, Inc. ("Oceaneering," "we" or "us") has prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the United States Securities and Exchange Commission (the "SEC"). These financial statements do not include all information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). These financial statements reflect all adjustments that we believe are necessary to present fairly our financial position as of June 30, 2019 and our results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, all such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2018. The results for interim periods are not necessarily indicative of annual results.

Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering and our 50% or more owned and controlled subsidiaries. We also consolidate entities that are determined to be variable interest entities if we determine that we are the primary beneficiary; otherwise, we account for those entities using the equity method of accounting. We use the equity method to account for our investments in unconsolidated affiliated companies of which we own an equity interest of between 20% and 50% and as to which we have significant influence, but not control, over operations. We use the cost method for all other long-term investments. Investments in entities that we do not consolidate are reflected on our balance sheet in Other noncurrent assets. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of 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.

Cash and Cash Equivalents. Cash and cash equivalents include demand deposits and highly liquid investments with original maturities of three months or less from the date of investment.

Accounts Receivable – Allowances for Doubtful Accounts. We determine the need for allowances for doubtful accounts using the specific identification method. We generally do not require collateral from our customers.

Inventory. Inventory is valued at the lower of cost or net realizable value. We determine cost using the weighted-average method.

Property and Equipment and Long-Lived Intangible Assets. We provide for depreciation of assets included in property and equipment on the straight-line method over their estimated useful lives. We charge the costs of repair and maintenance of property and equipment to operations as incurred, while we capitalize the costs of improvements that extend asset lives or functionality. Upon the disposition of property and equipment, the related cost and accumulated depreciation accounts are relieved and any resulting gain or loss is included as an adjustment to cost of services and products.

Intangible assets, primarily acquired in connection with business combinations, include trade names, intellectual property and customer relationships and are being amortized over their estimated useful lives.

We capitalize interest on assets where the construction period is anticipated to be more than three months. We capitalized $1.4 million and $1.8 million of interest in the three-month periods ended June 30, 2019 and 2018, respectively, and $3.4 million and $3.4 million of interest in the in the six-month periods ended June 30, 2019 and 2018, respectively. We do not allocate general administrative costs to capital projects.

Our management periodically, and upon the occurrence of a triggering event, reviews the realizability of our property and equipment and long-lived intangible assets to determine whether any events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. For long-lived assets to be held and used, we base our evaluation on impairment indicators, such as the nature of the assets, the future economic benefits of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether an impairment has occurred through the use of an undiscounted cash flows analysis of the asset at the lowest level for which

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identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. For assets held for sale or disposal, the fair value of the asset is measured using fair market value less estimated costs to sell. Assets are classified as held-for-sale when we have a plan for disposal of certain assets and those assets meet the held for sale criteria.

Business Acquisitions. We account for business combinations using the acquisition method of accounting, and, in each case, we allocate the acquisition price to the assets acquired and liabilities assumed based on their fair market values as of the date of acquisition.

In March 2018, we acquired Ecosse Subsea Limited (“Ecosse”) for $68 million in cash. Headquartered in Aberdeen, Scotland, Ecosse builds and operates tools for seabed preparation, route clearance and trenching for the installation of submarine cables and pipelines. These services are offered on an integrated basis that includes vessels, remotely operated vehicles ("ROVs") and survey services. We have accounted for this acquisition by allocating the purchase price to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. We have included Ecosse’s operations in our consolidated financial statements starting from the date of closing, and its operating results are reflected in our Subsea Projects segment.

Goodwill. Annually, we are required to evaluate our goodwill by performing a qualitative or quantitative impairment test. Under the qualitative approach and after assessing the totality of events or circumstances, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform the quantitative analysis to determine the fair value for that reporting unit. We were required to perform a quantitative analysis for our Subsea Projects Segment and determined that the fair value was less than the carrying value and, as a result, we recorded a pre-tax goodwill impairment loss of $76 million in the Subsea Projects reporting unit. The impairment loss was recorded in our Consolidated Statement of Operation for the quarter ended December 31, 2018. For the remaining reporting units, qualitative assessments were performed; and we concluded that it was more likely than not the fair value of the reporting unit was more than the carrying value of the reporting unit and, therefore, no impairment was required.

In addition to our annual evaluation of goodwill for impairment, upon the occurrence of a triggering event, we review our goodwill to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Foreign Currency Translation. The functional currency for several of our foreign subsidiaries is the applicable local currency. Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date, and the resulting translation adjustments are recognized in accumulated other comprehensive income (loss) as a component of shareholders' equity. All foreign currency transaction gains and losses are recognized currently in the Consolidated Statements of Operations.

Revenue Recognition. On January 1, 2018, we adopted Accounting Standard Update ("ASU") 2014-09, "Revenue from Contracts with Customers," which implemented Accounting Standards Codification Topic 606 ("ASC 606"). We applied the modified retrospective method to those contracts that were not completed as of January 1, 2018, and utilized the practical expedient to reflect the effect on contract modifications in the aggregate. The adoption of this ASU resulted in a cumulative effect adjustment of $537,000 recorded to retained earnings as of January 1, 2018.

All of our revenue is realized through contracts with customers. We recognize our revenue according to the contract type. On a daily basis, we recognize service revenue over time for contracts that provide for specific time, material and equipment charges, which we bill periodically, ranging from weekly to monthly. We use the input method to faithfully depict revenue recognition, because each day of service provided represents value to the customer. The performance obligations in these contracts are satisfied, and revenue is recognized, as the work is performed. We have used the expedient available to recognize revenue when the billing corresponds to the value realized by the customer where appropriate.

We account for significant fixed-price contracts, mainly relating to our Subsea Products segment, and to a lesser extent in our Subsea Projects and Advanced Technologies segments, by recognizing revenue over time using an input, cost-to-cost measurement percentage-of-completion method. We use the input cost-to-cost method to faithfully depict revenue recognition. This commonly used method allows appropriate calculation of progress on our

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contracts. A performance obligation is satisfied as we create a product on behalf of the customer over the life of the contract. The remainder of our revenue is recognized at the point in time when control transfers to the customer, thus satisfying the performance obligation.

We have elected to recognize the cost for freight and shipping as an expense when incurred. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by us from customers, are excluded from revenue.

In our service-based business lines, which principally charge on a day rate basis for services provided, there is no significant impact in the pattern of revenue and profit recognition as a result of implementation of ASC 606. In our product-based business lines, we have seen impacts on the pattern of our revenue and profit recognition in our contracts using the percentage-of-completion method, as a result of the requirement to exclude uninstalled materials and significant inefficiencies from the measure of progress. This occurs predominantly in our Subsea Products segment.

We apply judgment in the determination and allocation of transaction price to performance obligations, and the subsequent recognition of revenue, based on the facts and circumstances of each contract. We routinely review estimates related to our contracts and, where required, reflect revisions to profitability in earnings immediately. If an element of variable consideration has the potential for a significant future reversal of revenue, we will constrain that variable consideration to a level intended to remove the potential future reversal. If a current estimate of total contract cost indicates an ultimate loss on a contract, we recognize the projected loss in full when we determine it. In prior years, we recorded adjustments to earnings as a result of revisions to contract estimates; however, we did not have any material adjustments during the six months ended June 30, 2019. There could be significant adjustments to overall contract costs in the future, due to changes in facts and circumstances.

In general, our payment terms consist of those services billed regularly as provided and those products delivered at a point in time, which are invoiced after the performance obligation is satisfied. Our product and service contracts with milestone payments due at agreed progress points during the contract are invoiced when those milestones are reached, which may differ from the timing of revenue recognition. Our payment terms generally do not provide financing of contracts to customers, nor do we receive financing from customers as a result of these terms.

See Note 2—"Revenue" for more information on our revenue from contracts with customers.

On January 1, 2019 we adopted Accounting Standards Update ("ASU") 2018-11, an amendment to ASU 2016-02, "Leases" (collectively, the "New Leases Standard") that requires lessees to recognize right-of-use assets ("ROU assets") and lease liabilities for virtually all leases and updates previous accounting standards for lessors to align certain requirements of the New Leases Standard and the revenue recognition accounting standard. We elected to apply the transition method that allowed us to apply this standard at the adoption date and adopted the package of practical expedients that permitted us to retain the identification and classification of leases made under the previously applicable accounting standards. The adoption of the New Leases Standard as of January 1, 2019 resulted in a cumulative effect adjustment of $5.9 million recorded to retained earnings, with corresponding adjustments to increase ROU assets and lease liabilities by $185 million and $191 million, respectively. The adoption of this standard did not materially affect our net earnings and had no impact on cash flows. Comparative information with respect to prior periods has not been retrospectively restated and continues to be reported under the accounting standards in effect for those periods.

As a lessee, we utilize the expedients to not recognize leases with an initial lease term of 12 months or less on the balance sheet and to combine lease and non-lease components together and account for the combined component as a lease for all asset classes, except real estate.

As a lessor, we lease certain types of equipment along with the provision of services and utilize the expedient allowing us to combine the lease and non-lease components into a combined component that is accounted for under ASC 842 where the lease component is predominant and under ASC 606 where the service component is predominant. In general, wherever we have a service component, this is typically the predominant element and leads to accounting under ASC 606.

We determine whether a contract is or contains a lease at inception, whether as a lessee or a lessor. We take into consideration the elements of an identified asset, right to control and the receipt of economic benefit in making these determinations.

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As a lessee, we lease land, buildings, vessels and equipment for the operation of our business and to support some of our service line revenue streams. These generally carry lease terms that range from days for operational and support equipment to 20 years for land and buildings. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our discretion. When the exercise of those options is reasonably certain, we include them in the lease assessment. Our leases do not contain material restrictions or covenants that impact our accounting for them, nor do we provide residual value guarantees.

As a lessor, we lease certain types of equipment, often providing services at the same time. These leases can be priced on a day-rate or lump-sum basis for periods ranging from a few days to multi-year contracts. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our customers sole discretion. These leases generally do not contain options to purchase, material restrictions or covenants that impact our accounting for leases.

ROU operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at commencement date in determining the present value of future payments. In determining the incremental borrowing rate, we considered our external credit ratings, bond yields for us and our identified peers, the risk-free rate in geographic regions where we operate and the impact associated with providing collateral over a similar term as the lease for an amount equal to the lease payments. Our ROU operating lease assets also include any lease prepayments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

See Note 5—"Leases"—for more information on our operating leases.

New Accounting Standards. In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, "Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments," as modified by subsequently issued ASU 2018-19, ASU 2019-04 and ASU 2019-05. The guidance introduces a new credit reserving model known as the Current Expected Credit Loss ("CECL") model, which is based on expected losses, and differs significantly from the incurred loss approach used today. The CECL model requires estimating all expected credit losses for certain types of financial instruments, including trade receivables and contract assets, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. These ASUs affect an entity to varying degrees depending on the credit quality for the assets held by the entity, their duration and how the entity applies current U.S. GAAP. These ASUs will become effective for us beginning January 1, 2020. We have formed a project team to review these requirements and ensure that we meet the required implementation date. We are currently evaluating the impact of this guidance.

In August 2017, the FASB issued ASU No. 2017-12 "Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities," which simplified the application of hedge accounting guidance in current U.S. GAAP and improved the reporting of hedging relationships to better portray the economic results of our risk management activities in our consolidated financial statements. Our adoption of this ASU on January 1, 2019 did not have a material impact on our consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, "Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the December 2017 enactment of U.S. tax reform legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this update also require certain disclosures about stranded tax effects. The amendments in this update were effective for us beginning January 1, 2019. This ASU has not had a material effect on our consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, "Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting." This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this ASU become effective for us beginning January 1, 2019. This ASU has not had a material effect on our consolidated financial statements.

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2. REVENUE

Revenue by Category

We recognized revenue, disaggregated by business segment, geographical region, and timing of transfer of goods or services, as follows:



			Three Months Ended						Six Months Ended
(in thousands)			Jun 30, 2019		Jun 30, 2018		Mar 31, 2019		Jun 30, 2019		Jun 30, 2018
Business Segment:
	Energy Services and Products
		Remotely Operated Vehicles	$	120,363	$	107,426	$	100,346	$	220,709	$	193,020
		Subsea Products	138,910		121,704		128,844		267,754		248,392
		Subsea Projects	75,104		78,036		89,728		164,832		134,896
		Asset Integrity	61,156		67,422		60,689		121,845		128,710
	Total Energy Services and Products		395,533		374,588		379,607		775,140		705,018
	Advanced Technologies		100,248		104,086		114,279		214,527		190,069
		Total	$	495,781	$	478,674	$	493,886	$	989,667	$	895,087



			Three Months Ended						Six Months Ended
(in thousands)			Jun 30, 2019		Jun 30, 2018		Mar 31, 2019		Jun 30, 2019		Jun 30, 2018
Geographic Operating Areas:
	Foreign:
		Africa	$	61,390	$	61,966	$	87,106	$	148,496	$	117,053
		United Kingdom	65,058		50,999		53,298		118,356		96,318
		Norway	60,252		51,827		42,466		102,718		90,869
		Asia and Australia	43,123		43,448		41,426		84,549		82,394
		Brazil	23,658		13,461		17,763		41,421		32,289
		Other	28,334		14,811		21,222		49,556		34,450
	Total Foreign		281,815		236,512		263,281		545,096		453,373
	United States		213,966		242,162		230,605		444,571		441,714
Total			$	495,781	$	478,674	$	493,886	$	989,667	$	895,087



Timing of Transfer of Goods or Services:
	Revenue recognized over time	$	455,937	$	437,035	$	461,245	$	917,182	$	811,702
	Revenue recognized at a point in time	39,844		41,639		32,641		72,485		83,385
Total		$	495,781	$	478,674	$	493,886	$	989,667	$	895,087

Contract Balances

Our contracts with milestone payments have, in the aggregate, a significant impact on the contract asset and the contract liability balances. Milestones are contractually agreed with customers and relate to significant events across the contract lives. Some milestones are achieved before revenue is recognized, resulting in a contract liability, other milestones are achieved after revenue is recognized resulting in a contract asset.

Our payment terms consist of those services billed regularly as provided and those products delivered at a point in time, which are invoiced after the performance obligation is satisfied. Our product and service contracts with milestone payments due at agreed progress points during the contract are invoiced when those milestones are reached, which may differ from the timing of revenue recognition.

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During the six months ended June 30, 2019, contract assets decreased by $59 million from its opening balance due to billings of approximately $1.0 billion, which exceeded revenue earned of $961 million. Contract liabilities decreased $12 million from its opening balance, due to revenue recognition of $29 million less deferrals of milestone payments that totaled $17 million. There were no cancellations, impairments or other significant impacts in the period that relate to other categories of explanation.

Performance Obligations

As of June 30, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was $405 million. In arriving at this value, we have used two expedients available to us and are not disclosing amounts in relation to performance obligations: (1) that are part of contracts with an original expected duration of one year or less; or (2) on contracts where we recognize revenue in line with the billing. Of this amount, we expect to recognize revenue of $309 million over the next 12 months.

Due to the nature of our service contracts in our Remotely Operated Vehicle, Subsea Projects, Asset Integrity and Advanced Technologies segments, the majority of our contracts either have initial contract terms of one year or less or have customer option cancellation clauses that lead us to consider the original expected duration of one year or less.

In our Subsea Products and Advanced Technologies segments, we have long-term contracts that extend beyond one year, and these make up the majority of the balance reported. We also have shorter-term product contracts with an expected original duration of one year or less that have been excluded.

Where appropriate, we have made estimates within the transaction price of elements of variable consideration within the contracts and constrained those amounts to a level where we consider that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The amount of revenue recognized in the three- and six-month periods ended June 30, 2019, which was associated with performance obligations completed or partially completed in prior periods was not significant.

As of June 30, 2019, there was no outstanding liability balance for refunds or returns due to the nature of our contracts and the services and products we provide. Our warranties are limited to assurance warranties that are of a standard length and are not considered to be a material right. The majority of our contracts consist of a single performance obligation. When there are multiple obligations, we look for observable evidence of stand-alone selling prices on which to base the allocation. This involves judgment as to the appropriateness of the observable evidence relating to the facts and circumstances of the contract. If we do not have observable evidence, we estimate stand-alone selling prices by taking a cost plus margin approach, using typical margins from the type of product or service, customer and regional geography involved.

Costs to Obtain or Fulfill a Contract

In line with the available expedient, we capitalize costs to obtain a contract when those amounts are significant and the contract is expected at inception to exceed one year in duration; otherwise, the costs are expensed in the period when incurred. Costs to obtain a contract primarily consist of bid and proposal costs, which are incremental to our fixed costs. There were no balances or amortization of costs to obtain a contract in the current reporting periods.

Costs to fulfill a contract primarily consist of certain mobilization costs incurred to provide services or products to our customers. These costs are deferred and amortized over the period of contract performance. The closing balance of costs to fulfill a contract was $14 million and $13 million as of June 30, 2019 and December 31, 2018, respectively. For the three- and six-month periods ended June 30, 2019, $1.7 million and $4.3 million of amortization expense was recorded, respectively. For the three- and six-month periods ended June 30, 2018, we recorded amortization expense of $1.2 million and $2.5 million, respectively. No impairment costs were recognized.

3. SELECTED BALANCE SHEET INFORMATION

The following is information regarding selected balance sheet accounts:



(in thousands)		Jun 30, 2019		Dec 31, 2018
Inventory:
	Remotely operated vehicle parts and components	$	105,987	$	108,939
	Other inventory, primarily raw materials	100,684		85,568
	Total	$	206,671	$	194,507

Other Current Assets:
	Prepaid expenses	$	51,331	$	60,858
	Angolan bonds	10,179		10,179
	Total	$	61,510	$	71,037

Accrued Liabilities:
	Payroll and related costs	$	116,323	$	114,676
	Accrued job costs	58,227		62,281
	Income taxes payable	28,029		34,954
	Current operating lease liability	19,733		—
	Other	90,035		95,022
	Total	$	312,347	$	306,933

4. DEBT

Long-term debt consisted of the following:



	(in thousands)	Jun 30, 2019			Dec 31, 2018

4.650% Senior Notes due 2024		$	500,000		$	500,000
6.000% Senior Notes due 2028		300,000			300,000
Fair value of interest rate swaps on $200 million of principal		2,911			(5,600		)
Unamortized debt issuance costs		(7,272		)	(7,820		)
Revolving Credit Facility		—			—
Long-term debt		$	795,639		$	786,580

In November 2014, we completed the public offering of $500 million aggregate principal amount of 4.650% Senior Notes due 2024 (the "2024 Senior Notes"). We pay interest on the 2024 Senior Notes on May 15 and November 15 of each year. The 2024 Senior Notes are scheduled to mature on November 15, 2024.

In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the "2028 Senior Notes"). We pay interest on the 2028 Senior Notes on February 1 and August 1 of each year. The 2028 Senior Notes are scheduled to mature on February 1, 2028.

We may redeem some or all of the 2024 Senior Notes and the 2028 Senior Notes (collectively, the "Senior Notes") at specified redemption prices. We used the net proceeds from the 2028 Senior Notes to repay our term loan indebtedness described further below.

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In October 2014, we entered into a credit agreement (as amended, the "Credit Agreement") with a group of banks. The Credit Agreement initially provided for a $500 million five-year revolving credit facility (the "Revolving Credit Facility"). Subject to certain conditions, the aggregate commitments under the Revolving Credit Facility may be increased by up to $300 million at any time upon agreement between us and existing or additional lenders. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. The Credit Agreement also provided for a $300 million term loan, which we repaid in full in February 2018, using net proceeds from the issuance of our 2028 Senior Notes referred to above, and cash on hand.

In February 2018, we entered into Agreement and Amendment No. 4 to the Credit Agreement ("Amendment No. 4"). Amendment No. 4 amended the Credit Agreement to, among other things, extend the maturity of the Revolving Credit Facility to January 25, 2023 with the extending lenders, which represent 90% of the existing commitments of the lenders, such that the total commitments for the Revolving Credit Facility will be $500 million until October 25, 2021, and thereafter $450 million until January 25, 2023.

Borrowings under the Revolving Credit Facility bear interest at an Adjusted Base Rate or the Eurodollar Rate (both as defined in the Credit Agreement), at our option, plus an applicable margin based on our Leverage Ratio (as defined in the Credit Agreement) and, at our election, based on the ratings of our senior unsecured debt by designated ratings services, thereafter to be based on such debt ratings. The applicable margin varies: (1) in the case of advances bearing interest at the Adjusted Base Rate, from 0.125% to 0.750%; and (2) in the case of advances bearing interest at the Eurodollar Rate, from 1.125% to 1.750%. The Adjusted Base Rate is the highest of (1) the per annum rate established by the administrative agent as its prime rate, (2) the federal funds rate plus 0.50% and (3) the daily one-month LIBOR plus 1%. We pay a commitment fee ranging from 0.125% to 0.300% on the unused portion of the Revolving Credit Facility, depending on our Leverage Ratio. The commitment fees are included as interest expense in our consolidated financial statements.

The Credit Agreement contains various covenants that we believe are customary for agreements of this nature, including, but not limited to, restrictions on our ability and the ability of each of our subsidiaries to incur debt, grant liens, make certain investments, make distributions, merge or consolidate, sell assets and enter into certain restrictive agreements. We are also subject to a maximum adjusted total Capitalization Ratio (as defined in the Credit Agreement) of 55%. The Credit Agreement includes customary events of default and associated remedies. As of June 30, 2019, we were in compliance with all the covenants set forth in the Credit Agreement.

We have two interest rate swaps in place on a total of $200 million of the 2024 Senior Notes for the period to November 2024. See Note 6—"Commitments and Contingencies" for more information on our interest rate swaps.

We incurred $6.9 million and $4.1 million of issuance costs related to the 2024 Senior Notes and the 2028 Senior Notes, respectively, and $2.6 million of loan costs, including costs of the amendments prior to Amendment No. 4, related to the Credit Agreement. The costs, net of accumulated amortization, are included as a reduction of long-term debt on our Consolidated Balance Sheets, as it pertains to the Senior Notes, and in other noncurrent assets, as it pertains to the Credit Agreement. We are amortizing these costs to Interest expense through the maturity date for the Senior Notes and to January 2023 for the Credit Agreement.

5. LEASES

Supplemental information about our operating leases follows:



(in thousands)		Jun 30, 2019		Jan 1, 2019
Assets:
	Right-of-Use Operating Lease Assets	$	180,645	$	184,648

Liabilities:
Operating	Current operating	$	19,733	$	20,318
Operating	Noncurrent operating	172,090		170,190
Lease Liabilities		$	191,823	$	190,508

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		Three Months Ended		Six Months Ended
(in thousands)		Jun 30, 2019		Jun 30, 2019
Lease Cost:
Operating lease cost	Operating lease cost	$	11,331	$	18,334
Short-term lease cost	Short-term lease cost	23,840		42,929
Total Lease Cost		$	35,171	$	61,263



		Jun 30, 2019		Jan 1, 2019
Lease Term and Discount Rate:
Weighted-average remaining lease terms (years)	Weighted-average remaining lease term (years)	11.0		11.0

Weighted-average discount rate	Weighted-average discount rate	6.9	%	7.1	%

Future maturities of lease liabilities under all of our operating leases are as follows:



(in thousands)
For the twelve months ended June 30,
2020	$	28,938
2021	29,862
2022	30,633
2023	26,277
2024	23,692
Thereafter	148,813
Total lease payments	288,215
Less: Interest	(96,392		)
Present Value of Lease Liabilities	$	191,823

6. COMMITMENTS AND CONTINGENCIES

Litigation. In the ordinary course of business, we are, from time to time, involved in litigation or subject to disputes, governmental investigations or claims related to our business activities, including, among other things:

• performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and

• workers’ compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and other claims.

Although we cannot predict the ultimate outcome of these matters, we believe that our ultimate liability, if any, that may result from these other actions and claims will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, because of the inherent uncertainty of litigation and other dispute resolution proceedings and, in some cases, the availability and amount of potentially available insurance, we can provide no assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial condition, results of operations or cash flows for the fiscal period in which that resolution occurs.

Financial Instruments and Risk Concentration. In the normal course of business, we manage risks associated with foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions. As a matter of policy, we do not use derivative instruments unless we have an underlying exposure. Other financial instruments that potentially subject us to concentrations of credit risk are principally cash and cash equivalents and accounts receivable.

The carrying values of cash and cash equivalents approximate their fair values due to the short-term maturity of the underlying instruments. Accounts receivable are generated from a broad group of customers, primarily from within

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the energy industry, which is our major source of revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market values.

We estimated the aggregate fair market value of the Senior Notes to be $792 million as of June 30, 2019, based on quoted prices. Since the market for the Senior Notes is not an active market, the fair value of the Senior Notes is classified within Level 2 in the fair value hierarchy under U.S. GAAP (inputs other than quoted prices in active markets for similar assets and liabilities that are observable or can be corroborated by observable market data for substantially the full terms for the assets or liabilities).

We have two interest rate swaps in place on a total of $200 million of the 2024 Senior Notes for the period to November 2024. The agreements swap the fixed interest rate of 4.650% on $100 million of the 2024 Senior Notes to the floating rate of one month LIBOR plus 2.426% and on another $100 million to one month LIBOR plus 2.823%. We estimate the combined fair value of the interest rate swaps to be a net asset of $2.9 million as of June 30, 2019, which is included on our balance sheet in other long-term assets. These values were arrived at based on a discounted cash flow model using Level 2 inputs.

Since the second quarter of 2015, the exchange rate for the Angolan kwanza relative to the U.S. dollar generally has been declining, with the exception that the exchange rate was relatively stable during 2017. As our functional currency in Angola is the U.S. dollar, we recorded foreign currency transaction gains (losses) related to the kwanza of $(0.6) million and $(4.8) million in the three-month periods ended June 30, 2019 and 2018, respectively, and $(0.6) million and $(12) million in the six-month periods ended June 30, 2019 and 2018, respectively, as a component of other income (expense), net in our Consolidated Statements of Operations for those respective periods. Our foreign currency transaction losses related primarily to the remeasurement of our Angolan kwanza cash balances to U.S. dollars. Any conversion of cash balances from kwanza to U.S. dollars is controlled by the central bank in Angola, and the central bank slowed this process from mid-2015 to 2017, causing our kwanza cash balances to increase during that period of time. However, beginning in 2018, the Angolan central bank has allowed us to repatriate cash from Angola. As of June 30, 2019 and December 31, 2018, we had the equivalent of approximately $7.1 million and $9.3 million, respectively, of kwanza cash balances in Angola reflected on our balance sheet.

To mitigate our currency exposure risk in Angola, we have used kwanza to purchase equivalent Angolan central bank (Banco Nacional de Angola) bonds. The bonds are denominated as U.S. dollar equivalents, so that, upon payment of semi-annual interest and principal upon maturity, payment is made in kwanza, equivalent to the respective U.S. dollars at the then-current exchange rate. During 2018, we received a total of $70 million proceeds from maturities and redemptions of Angolan bonds and reinvested $10 million of the proceeds in similar assets. As of June 30, 2019 and December 31, 2018, we have $10 million of Angolan bonds on our Consolidated Balance Sheets. Because we intend to sell the bonds if we are able to repatriate the proceeds, we classified these bonds as available-for-sale securities, and they are recorded as other current assets on our Consolidated Balance Sheets.

We estimated the fair market value of the bonds to be $10 million as of June 30, 2019 and December 31, 2018 using quoted prices. Since the market for the Angolan bonds is not an active market, the fair value of the Angolan bonds is classified within Level 2 in the fair value hierarchy under U.S. GAAP. As of June 30, 2019 and December 31, 2018, the difference between the fair market value and the carrying amount of the Angolan bonds was immaterial.

7. EARNINGS (LOSS) PER SHARE, SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLAN

Earnings (Loss) per Share. For each period presented, the only difference between our calculated weighted-average basic and diluted number of shares outstanding is the effect of outstanding restricted stock units. In periods where we have a net loss, the effect of our outstanding restricted stock units is anti-dilutive, and therefore does not increase our diluted shares outstanding.

For each period presented, our net income (loss) allocable to both common shareholders and diluted common shareholders is the same as our net income (loss) in our consolidated statements of operations.

Share-Based Compensation. We have no outstanding stock options and, therefore, no share-based compensation to be recognized pursuant to stock option grants.

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During 2017, 2018 and through June 30, 2019, we granted restricted units of our common stock to certain of our key executives and employees. During 2017, 2018 and 2019, our Board of Directors granted restricted common stock to our nonemployee directors. The restricted units granted to our key executives and key employees generally vest in full on the third anniversary of the award date, conditional on continued employment. The restricted stock unit grants can vest pro rata over three years, provided the individual meets certain age and years-of-service requirements. The shares of restricted stock we grant to our nonemployee directors vest in full on the first anniversary of the award date, conditional on continued service as a director. Each grantee of shares of restricted stock is deemed to be the record owner of those shares during the restriction period, with the right to vote and receive any dividends on those shares. The restricted stock units outstanding have no voting or dividend rights.

For each of the restricted stock units granted in 2017 through June 30, 2019, at the earlier of three years after grant or at termination of employment or service, the grantee will be issued one share of our common stock for each unit vested. As of June 30, 2019 and December 31, 2018, respective totals of 1,862,489 and 1,443,897 shares of restricted stock or restricted stock units were outstanding.

We estimate that share-based compensation cost not yet recognized related to shares of restricted stock or restricted stock units, based on their grant-date fair values, was $18 million as of June 30, 2019. This expense is being recognized on a graded-vesting basis over three years for awards attributable to individuals meeting certain age and years-of-service requirements, and on a straight-line basis over the applicable vesting period of one or three years for the other awards.

Share Repurchase Plan. In December 2014, our Board of Directors approved a plan to repurchase up to 10 million shares of our common stock. Under this plan, in 2015, we had repurchased 2.0 million shares of our common stock for $100 million. We did not repurchase any shares during 2016 through June 30, 2019. We account for the shares we hold in treasury under the cost method, at average cost.

8. INCOME TAXES

During interim periods, we provide for income taxes based on our current estimated annual effective tax rate using assumptions as to (1) earnings and other factors that would affect the tax provision for the remainder of the year and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. In the six-month period ended June 30, 2019, we recognized additional tax expense of $5.1 million from discrete items, primarily related to $2.3 million of additional uncertain tax positions, $1.5 million of valuation allowances and $1.0 million associated with share-based compensation. In the six-month period ended June 30, 2018, we recognized additional tax expense of $3.6 million from discrete items, primarily related to $1.8 million associated with share-based compensation and $1.3 million of additional uncertain tax positions.

The effective tax rate for the six months ended June 30, 2019 and June 30, 2018 was different than the federal statutory rate of 21.0%, primarily due to the geographic mix of operating revenue and results that generated taxes in certain jurisdictions that exceeded the tax benefit from losses and credits in other jurisdictions, which could not be realized in the quarter due to valuation allowances being provided, and discrete items. It is our intention to continue to indefinitely reinvest in certain of our international operations; therefore, we do not provide for withholding taxes on the possible distribution of these earnings. We do not believe the effective tax rate before discrete items is meaningful due to the ongoing shifting of geographic mix of our operating revenue and results.

We conduct our international operations in a number of locations that have varying laws and regulations with regard to income and other taxes, some of which are subject to interpretation. We recognize the expense or benefit for a tax position if it is more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax expense or benefit is then measured and recognized at the largest amount that we believe is greater than 50% likely of being realized upon ultimate settlement.

We account for any applicable interest and penalties on uncertain tax positions as a component of our provision for income taxes on our financial statements. Including associated foreign tax credits, penalties and interest, we have accrued a net total of $20 million and $18 million in other long-term liabilities on our balance sheet for unrecognized tax liabilities as of June 30, 2019 and December 31, 2018, respectively. Changes in management's judgment related to those liabilities would affect our effective income tax rate in the periods of change.

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Our tax returns are subject to audit by taxing authorities in multiple jurisdictions. These audits often take years to complete and settle. The following lists the earliest tax years open to examination by tax authorities where we have significant operations:




Jurisdiction		Periods
United States		2014
United Kingdom		2015
Norway		2015
Angola		2013
Brazil		2014
Australia		2014

We have ongoing tax audits in various jurisdictions. The outcome of these audits may have an impact on uncertain tax positions for income tax returns subsequently filed in those jurisdictions.


9.	BUSINESS SEGMENT INFORMATION

We are a global provider of engineered services and products, primarily to the offshore energy industry. Through the use of our applied technology expertise, we also serve the defense, aerospace and commercial theme park industries. Our Energy Services and Products business consists of ROVs, Subsea Products, Subsea Projects and Asset Integrity. Our ROV segment provides submersible vehicles operated from the surface to support offshore energy exploration, development and production activities. Our Subsea Products segment supplies a variety of specialty subsea hardware and related services. Our Subsea Projects segment provides multiservice subsea support vessels and offshore diving and support vessel operations, primarily for inspection, maintenance and repair and installation activities. We also provide survey, autonomous underwater vehicle and satellite-positioning services. For the renewable energy markets, we provide seabed preparation, route clearance and trenching services for submarine cables. Our Asset Integrity segment provides asset integrity management and assessment services, nondestructive testing and inspection. Our Advanced Technologies business provides project management, engineering services and equipment for applications in non-energy industries. Unallocated Expenses are those not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock and bonuses, as well as other general expenses, including corporate administrative expenses.

There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from those used in our consolidated financial statements for the year ended December 31, 2018.

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The table that follows presents Revenue, Income (Loss) from Operations and Depreciation and Amortization by business segment for each of the periods indicated.



	Three Months Ended									Six Months Ended
(in thousands)	Jun 30, 2019			Jun 30, 2018			Mar 31, 2019			Jun 30, 2019			Jun 30, 2018
Revenue
Energy Services and Products
Remotely Operated Vehicles	$	120,363		$	107,426		$	100,346		$	220,709		$	193,020
Subsea Products	138,910			121,704			128,844			267,754			248,392
Subsea Projects	75,104			78,036			89,728			164,832			134,896
Asset Integrity	61,156			67,422			60,689			121,845			128,710
Total Energy Services and Products	395,533			374,588			379,607			775,140			705,018
Advanced Technologies	100,248			104,086			114,279			214,527			190,069
Total	$	495,781		$	478,674		$	493,886		$	989,667		$	895,087
Income (Loss) from Operations
Energy Services and Products
Remotely Operated Vehicles	$	8,688		$	4,542		$	1,418		$	10,106		$	2,144
Subsea Products	7,413			2,295			(476		)	6,937			4,050
Subsea Projects	87			(10,358		)	2,892			2,979			(12,717		)
Asset Integrity	(1,302		)	3,357			(713		)	(2,015		)	5,036
Total Energy Services and Products	14,886			(164		)	3,121			18,007			(1,487		)
Advanced Technologies	7,241			7,886			9,599			16,840			9,554
Unallocated Expenses	(31,762		)	(27,359		)	(34,434		)	(66,196		)	(54,853		)
Total	$	(9,635	)	$	(19,637	)	$	(21,714	)	$	(31,349	)	$	(46,786	)
Depreciation and Amortization
Energy Services and Products
Remotely Operated Vehicles	$	26,871		$	28,269		$	27,990		$	54,861		$	55,911
Subsea Products	12,366			14,914			12,991			25,357			28,939
Subsea Projects	7,550			13,053			7,882			15,432			21,366
Asset Integrity	1,570			1,836			1,634			3,204			3,684
Total Energy Services and Products	48,357			58,072			50,497			98,854			109,900
Advanced Technologies	765			737			830			1,595			1,503
Unallocated Expenses	1,182			1,034			1,159			2,341			2,568
Total	$	50,304		$	59,843		$	52,486		$	102,790		$	113,971

We determine Income (Loss) from Operations for each business segment before interest income or expense, other income (expense) and provision for income taxes. We do not consider an allocation of these items to be practical. Our equity in earnings (losses) of unconsolidated affiliates is part of our Subsea Projects segment.

During the three- and six-month periods ended June 30, 2018, we recorded the write-offs of certain equipment and intangible assets associated with exiting the land survey business and equipment obsolescence of $7.6 million, attributable to each reporting segment as follows:


•	Remotely Operated Vehicles - $0.6 million;


•	Subsea Products - $1.5 million; and


•	Subsea Projects - $5.5 million.

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Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements we make in this quarterly report on Form 10-Q are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements regarding our expectations about:


•	the third quarter and full year of 2019 operating results and the contributions from our segments to those results (including anticipated revenue, operating income or loss, backlog and utilization information), as well as the items below the operating income (loss) line;


•	our cash flows and earnings before interest, taxes, depreciation and amortization ("EBITDA") in 2019;


•	future demand, order intake and business activity levels;


•	the adequacy of our liquidity, cash flows and capital resources;


•	our expectations regarding shares to be repurchased under our share repurchase plan;


•	our assumptions that could affect our estimated tax rate;


•	the implementation of new accounting standards and related policies, procedures and controls;


•	seasonality; and


•	industry conditions.

These forward-looking statements are subject to various risks, uncertainties and assumptions, including those we have referred to under the headings "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements" in Part I of our annual report on Form 10-K for the year ended December 31, 2018. Although we believe that the expectations reflected in such forward-looking statements are reasonable, because of the inherent limitations in the forecasting process, as well as the relatively volatile nature of the industries in which we operate, we can give no assurance that those expectations will prove to have been correct. Accordingly, evaluation of our future prospects must be made with caution when relying on forward-looking information.

The following discussion should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the year ended December 31, 2018.

Executive Overview

Our diluted earnings (loss) per share for the three- and six-month periods ended June 30, 2019 were $(0.36) and $(0.61), respectively, as compared to $(0.34) and $(0.83) for the corresponding periods of 2018. These operating results met our expectations, and each of our operating segments, except Asset Integrity, contributed operating income.

For the third quarter of 2019, compared to the second quarter, we are expecting a slight improvement in our overall operating results on moderately higher revenue. For our energy segments, we expect declines in operating contribution from our ROV segment on flat activity levels due to a change in operating mix, a decline in profitability in Subsea Products, due to a greater proportion of segment revenue coming from manufacturing, and relatively flat results in our Subsea Projects and Asset Integrity segments. For our non-energy segment, Advanced Technologies, we expect revenue to increase and operating margins to improve to the low double-digit range. Unallocated Expenses are expected to be in the mid-$30 million range.

For the second half of 2019, compared to the first half, we expect to improve our consolidated operating results on increased revenue, with positive EBITDA contributions from each of our operating segments. We anticipate meaningful improvements in Subsea Products and Advanced Technologies. We expect relatively flat results from our ROV and Asset Integrity segments and a decline in Subsea Projects as compared to the first half of 2019. For the second half of the year, we project Unallocated Expenses to be in the mid-$30 million range per quarter.

For Subsea Products, we continue to expect good order intake and increased manufacturing throughput and operating margins in the mid-single-digit range during the second half of 2019, as well as a book-to-bill ratio in the range of 1.25 to 1.4 for the full year. We expect increased activity levels in Advanced Technologies for the remainder of 2019, with operating margins in the low-double-digit range. For Subsea Projects, we expect a slight decline in results as compared to the first half of the year due to a combination of lower expected project call-out work and a typical seasonal decline in activity during the fourth quarter.

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Below the operating income (loss) line, we expect increased interest expense, as we will no longer be capitalizing interest on the Ocean Evolution since it was placed into service in the second quarter of 2019.

We are not providing guidance as to our 2019 annual effective tax rate, due to the ongoing shifting of geographic mix of our operating revenue and results. These conditions do not allow for a meaningful tax rate forecast.

During 2019, we expect to generate sufficient cash flows to service our debt and fund our anticipated maintenance and organic growth capital expenditures.

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—"Policies" in this quarterly report and in our annual report on Form 10-K for the year ended December 31, 2018, see Part II. Item 7. "Financial Statements and Supplementary Data—Note 1—Summary of Major 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, 2018. As of June 30, 2019, there have been no material changes to the judgments, assumptions and estimates upon which our critical accounting policies and estimates are based.

Liquidity and Capital Resources

As of June 30, 2019, we had working capital of $704 million, including $356 million of cash and cash equivalents. Additionally, Amendment No. 4 to the Credit Agreement (as defined below) provides for a $500 million revolving credit facility until October 25, 2021 and thereafter $450 million until January 25, 2023 with a group of banks. We consider our liquidity, cash flows and capital resources to be adequate to support our existing operations and capital commitments.

Cash flows for the six months ended June 30, 2019 and 2018 are summarized as follows:



		Six Months Ended
	(in thousands)	Jun 30, 2019			Jun 30, 2018
Changes in Cash:
	Net Cash Provided by Operating Activities	$	72,709		$	15,685
	Net Cash Used in Investing Activities	(68,119		)	(94,773		)
	Net Cash Used in Financing Activities	(2,682		)	(5,778		)
	Effect of exchange rates on cash	(329		)	(5,909		)
	Net Increase (Decrease) in Cash and Cash Equivalents	$	1,579		$	(90,775	)

Operating activities

Our primary sources and uses of cash flows from operating activities for the six months ended June 30, 2019 and 2018 are as follows:

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		Six Months Ended
	(in thousands)	Jun 30, 2019			Jun 30, 2018
Cash Flows from Operating Activities:
	Net income (loss)	$	(60,009	)	$	(82,209	)
	Depreciation and amortization	102,790			113,971
	Noncash compensation	5,835			5,985
	Accounts receivable and contract assets	53,913			(12,161		)
	Inventory	(18,687		)	(3,901		)
	Current liabilities	(18,669		)	3,941
	Other changes	7,536			(9,941		)
	Net Cash Provided by Operating Activities	$	72,709		$	15,685

Net cash provided by operating activities for the six months ended June 30, 2019 and 2018 was $73 million and $16 million, respectively. The increase in cash related to accounts receivable and contract assets in the six months ended June 30, 2019 was due to an increased focus on managing our working capital, including increased collection efforts, as well as receiving various expected income tax refunds. The decrease in cash related to inventory as of June 30, 2019 was based on an increase in Manufactured Products' inventory related to an increase in backlog. The decrease in cash related to current liabilities as of June 30, 2019 was based on a decrease in contract liabilities, as revenue recognized exceeded advanced billings.

Investing activities

Our capital expenditures were $71 million during the first six months of 2019 as compared to $54 million in the first six months of 2018, excluding the $68 million purchase price for the Ecosse acquisition. We acquired Ecosse in March 2018, reflecting our commitment to expand our service line capabilities, grow our market position within the offshore renewable energy market, and provide our customers with proven tools to optimize installation projects. Ecosse builds and operates seabed preparation, route clearance and trenching tools for submarine cables and pipelines on an integrated basis that includes vessels, ROVs and survey services.

We currently estimate our capital expenditures for 2019, excluding business acquisitions, will be approximately $125 million, including approximately $50 million of maintenance capital expenditures and $75 million of growth capital expenditures. We placed our new-build Jones Act multiservice subsea support vessel Ocean Evolution into service during the second quarter of 2019.

The Ocean Evolution is U.S.-flagged and documented with a coastwise endorsement by the U.S. Coast Guard. The vessel has an overall length of 353 feet, a Class 2 dynamic positioning system, accommodations for 110 personnel, a helideck, a 250-ton active heave-compensated crane, a working moonpool, and two of our high specification 4,000 meter work-class ROVs. The vessel is also equipped with a satellite communications system capable of transmitting streaming video for real-time work observation by shore-based personnel. The vessel is being used to augment our ability to provide subsea intervention services in the U.S. Gulf of Mexico. These services are required to perform inspection, maintenance and repair projects and hardware installations.

We previously had several deepwater vessels under long-term charter. The last of our long-term deepwater vessel charters expired in March 2018. With the current market conditions, we attempt to charter vessels for specific projects on a back-to-back basis or guaranteed minimum utilization arrangements with the vessel owners. This generally minimizes our contract exposure by closely matching our obligations with our revenue. We also charter vessels on a short-term basis as necessary to augment our fleet.

Financing activities

In the six months ended June 30, 2019, we used $2.7 million of cash in financing activities. In the six months ended June 30, 2018, we used $5.8 million in financing activities, as a result of the repayment of the $300 million term loan facility under the Credit Agreement, substantially offset by the net proceeds from the issuance of the 2028 Senior Notes, net of issuance costs, of $296 million.

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As of June 30, 2019, we had long-term debt in the principal amount of $800 million outstanding and $500 million available under our revolving credit facility provided under the Credit Agreement.

In February 2018, we entered into Agreement and Amendment No. 4 to the Credit Agreement ("Amendment No. 4"). Amendment No. 4 amended the Credit Agreement to, among other things, extend the maturity of the Revolving Credit Facility to January 25, 2023 with the extending Lenders, which represent 90% of the existing commitments of the Lenders, such that the total commitments for the Revolving Credit Facility will be $500 million until October 25, 2021, and thereafter $450 million until January 25, 2023.

We have not guaranteed any debt not reflected on our Consolidated Balance Sheets as of June 30, 2019, and we do not have any off-balance sheet arrangements, as defined by SEC rules.

In December 2014, our Board of Directors approved a plan to repurchase up to 10 million shares of our common stock. In 2015, we repurchased 2.0 million shares of our common stock for $100 million under this plan. We did not repurchase any shares during 2016 through June 30, 2019. 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.

Results of Operations

We operate in five business segments. The segments are contained within two businesses — services and products provided primarily to the offshore energy industry ("Energy Services and Products") and services and

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products provided to non-energy industries ("Advanced Technologies"). Our Unallocated Expenses are those not associated with a specific business segment.

Consolidated revenue and profitability information is as follows:



	Three Months Ended									Six Months Ended
(dollars in thousands)	Jun 30, 2019			Jun 30, 2018			Mar 31, 2019			Jun 30, 2019			Jun 30, 2018
Revenue	$	495,781		$	478,674		$	493,886		$	989,667		$	895,087
Gross Margin	41,983			29,728			27,587			69,570			48,556
Gross Margin %	8		%	6		%	6		%	7		%	5		%
Operating Income (Loss)	(9,635		)	(19,637		)	(21,714		)	(31,349		)	(46,786		)
Operating Income (Loss) %	(2		)%	(4		)%	(4		)%	(3		)%	(5		)%

In our Subsea Projects segment, we generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf of Mexico, which has historically been more active from April through October, as compared to the rest of the year. The European operations of our Asset Integrity segment have historically been more active in the second and third quarters. However, the reduced customer spending levels in the current commodity price environment have substantially obscured this seasonality since mid-2014. Revenue in our ROV segment is generally subject to seasonal variations in demand, with our first quarter typically being the lowest quarter of the year. The level of our ROV seasonality primarily depends on the number of ROVs we have engaged in vessel-based subsea infrastructure inspection, maintenance and repair and installation, which is more seasonal than drilling support. Revenue in our Subsea Products and Advanced Technologies segments generally has not been seasonal.

Energy Services and Products

The primary focus of our Energy Services and Products business over the last several years has been toward leveraging our asset base and capabilities for providing services and products for offshore energy operations and subsea completions. In recent years, we have focused on redirecting our service and product offerings toward our energy customers' operating expenses and the offshore renewable energy market.

The following table sets forth the revenue, gross margin and operating income (loss) for our Energy Services and Products business segments for the periods indicated. In the ROV section of the table that follows, "Days available" includes all days from the first day that an ROV is placed into service until the ROV is retired. All days during this period are considered available days, including periods when an ROV is undergoing maintenance or repairs. Our ROVs do not have scheduled maintenance or repair that requires significant time when the ROVs are not available for utilization.

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		Three Months Ended									Six Months Ended
(dollars in thousands)		Jun 30, 2019			Jun 30, 2018			Mar 31, 2019			Jun 30, 2019			Jun 30, 2018
Remotely Operated Vehicles
	Revenue	$	120,363		$	107,426		$	100,346		$	220,709		$	193,020
	Gross Margin	17,360			12,176			9,421			26,781			17,131
	Operating Income	8,688			4,542			1,418			10,106			2,144
	Operating Income (Loss) %	7		%	4		%	1		%	5		%	1		%
	Days available	25,006			25,386			24,506			49,512			50,524
	Days utilized	15,423			13,654			12,942			28,365			24,688
	Utilization	62		%	54		%	53		%	57		%	49		%

Subsea Products
	Revenue	138,910			121,704			128,844			267,754			248,392
	Gross Margin	21,029			16,075			12,315			33,344			31,080
	Operating Income (Loss)	7,413			2,295			(476		)	6,937			4,050
	Operating Income (Loss) %	5		%	2		%	—		%	3		%	2		%
	Backlog at end of period	596,000			245,000			464,000			596,000			245,000

Subsea Projects
	Revenue	75,104			78,036			89,728			164,832			134,896
	Gross Margin	5,472			(5,145		)	9,033			14,505			(4,028		)
	Operating Income (Loss)	87			(10,358		)	2,892			2,979			(12,717		)
	Operating Income (Loss) %	—		%	(13		)%	3		%	2		%	(9		)%

Asset Integrity
	Revenue	61,156			67,422			60,689			121,845			128,710
	Gross Margin	6,423			9,461			6,272			12,695			17,479
	Operating Income (Loss)	(1,302		)	3,357			(713		)	(2,015		)	5,036
	Operating Income (Loss) %	(2		)%	5		%	(1		)%	(2		)%	4		%

Total Energy Services and Products
	Revenue	$	395,533		$	374,588		$	379,607		$	775,140		$	705,018
	Gross Margin	50,284			32,567			37,041			87,325			61,662
	Operating Income (Loss)	14,886			(164		)	3,121			18,007			(1,487		)
	Operating Income (Loss) %	4		%	—		%	1		%	2		%	—		%

In general, our energy-related business focuses on supplying services and products to the offshore energy industry. Since the downturn in oil prices in mid-2014, we have experienced lower activity levels and reduced pricing. In 2019, with oil prices stabilizing and activity in some areas improving, we believe that we are in the early stages of a recovery in activity in general, and in our businesses. We expect that a recovery will take time, and only after a sustained higher level of activity can the prices for our services and products be increased enough to generate satisfactory returns.

We believe we are the world's largest provider of ROV services, and this business segment historically, but not currently, has been the largest contributor to our Energy Services and Products business operating income. Our ROV segment revenue reflects the utilization percentages, fleet sizes and average pricing of the respective periods.

During the second quarter of 2019, ROV operating income increased compared to the immediately preceding quarter, due to increased days on hire resulting in improved fleet utilization to 62% from 53%, as well as a stable

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average revenue per day on hire. We added two new ROVs to our fleet during the three months ended June 30, 2019 and retired one, resulting in a total of 276 ROVs in our ROV fleet. Our operating income increased in the three- and six-month periods ended June 30, 2019, compared to the corresponding periods of the prior year as a result of increased days on hire. We expect our third quarter 2019 ROV operating income to decline slightly from the second quarter, due to a change in operational mix. For the second half of the year, we expect revenue and operating results to be similar to the first half of the year. For the full year of 2019, we continue to project increased days on hire in both drill support and vessel-based activity. Although we endeavor to maintain and increase our drill support market share and place more ROVs on vessels, we need a sizable increase in our customers' offshore activity, longer term contract durations and spending levels for there to be a discernible increase in ROV pricing and profitability.

Our Subsea Products segment consists of two business units: (1) Manufactured Products; and (2) Service and Rental. Manufactured Products includes production control umbilicals and specialty subsea hardware, while Service and Rental includes tooling, subsea work systems and installation and workover control systems. The following table presents revenue from Manufactured Products and Service and Rental, as their respective percentages of total Subsea Products revenue:



	Three Months Ended						Six Months Ended
	Jun 30, 2019		Jun 30, 2018		Mar 31, 2019		Jun 30, 2019		Jun 30, 2018
Manufactured Products	63	%	50	%	51	%	57	%	55	%

Service and Rental	37	%	50	%	49	%	43	%	45	%

Our Subsea Products operating income in the second quarter of 2019 was significantly higher than that of the immediately preceding quarter. This improvement was largely due to increases in our Manufactured Products business pertaining to projects awarded in late 2018 and early 2019. Our Service and Rental business returned an exceptional operating margin on lower revenue, due to efficient operations and completion of a substantial project. Subsea Products operating income increased in the three- and six-month periods ended June 30, 2019 compared to the corresponding periods of the prior year, mainly due to increased throughput in Manufactured Products.

Our Subsea Products backlog was $596 million as of June 30, 2019, compared to $332 million as of December 31, 2018. The backlog increase was largely attributable to increased umbilical and related hardware order intake in our Manufactured Products business. This includes the recently announced award for umbilicals, hardware and aftermarket services related to the Mozambique LNG project. Our book-to-bill ratio for the trailing 12 months was 1.65. We expect Subsea Products operating results to be lower in the third quarter of 2019 compared to the second quarter, as a greater proportion of segment revenue is coming from manufacturing activities. We expect operating margins for the second half of 2019 to average in the mid-single digit range with a higher projected revenue run rate and additional anticipated order intake. Our Subsea Products book-to-bill ratio is expected to be in the range of 1.25 to 1.4 for the full year.

Our Subsea Projects operating income decreased in the three-month period ended June 30, 2019 compared to the immediately preceding quarter, driven by a reduction in call-out work and lower than expected margins due to operational issues on a couple of projects. Our Subsea Projects operating income increased in the three- and six-month periods ended June 30, 2019, compared to the corresponding periods of the prior year, driven mainly by improved results for the first quarter of 2019. In addition, the second quarter 2018 operating results included a write-off of certain equipment and intangible assets associated with exiting the land survey business. In the third quarter of 2019, we expect Subsea Projects operating income to be flat when compared to the second quarter of 2019. We expect operating results to decline in the second half of 2019 when compared to the first half of the year due to a combination of lower expected project call-out work and a typical seasonal decline in activity during the fourth quarter.

Asset Integrity's operating results in the three-month period ended June 30, 2019, compared to the immediately preceding quarter were lower due to reduced pricing levels. For the three- and six-month periods ended June 30, 2019, compared to the corresponding periods of the prior year, operating results were lower due to reduced revenue and lower pricing for inspection services which remains very competitive. For the third quarter of 2019, we expect Asset Integrity's revenue and operating results will be relatively flat compared to the second quarter of 2019. We expect our operating results in the second half of the year to be similar to the first half of 2019.

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Advanced Technologies

Revenue, gross margin and operating income information was as follows:



	Three Months Ended									Six Months Ended
(dollars in thousands)	Jun 30, 2019			Jun 30, 2018			Mar 31, 2019			Jun 30, 2019			Jun 30, 2018
Revenue	$	100,248		$	104,086		$	114,279		$	214,527		$	190,069
Gross Margin	$	13,386		$	13,999		$	15,248		$	28,634		$	21,821
Operating Income	7,241			7,886			9,599			16,840			9,554
Operating Income %	7		%	8		%	8		%	8		%	5		%

Advanced Technologies operating income for the three-month period ended June 30, 2019 was lower than that of the immediately preceding quarter, predominantly due to production associated with certain theme park projects being delayed. Operating income for the three-month period ended June 30, 2019 was lower compared to the corresponding period of the prior year, due to reduced levels of activity in our theme park related business. The operating income for the six-month period ended June 30, 2019 increased compared to the corresponding period of the prior year driven by improved results within our AGV ("Automated Guided Vehicles") business. We expect an increase in our Advanced Technologies operating income in the third quarter of 2019 compared to the second quarter, as a result of increased activity and improved operating margins in both our government and commercial businesses. For Advanced Technologies, operating profit during the second half is expected to significantly improve on increased revenue due to increased throughput and deliveries in our commercial theme park business and increased activity from backlog in our government-related businesses. We expect operating margins to improve to the low double-digit range for the second half of the year.

Our Advanced Technologies segment consists of two business units: (1) government; and (2) commercial. Government services and products include engineering and related manufacturing in defense and space exploration activities. Our commercial business unit offers turnkey solutions that includes program management, engineering design, fabrication/assembly and installation to the commercial theme park industry and mobile robotics solutions including automated guided vehicle technology to a variety of industries. The following table presents revenue from government and commercial, as their respective percentages of total Advanced Technologies revenue:



	Three Months Ended						Six Months Ended
	Jun 30, 2019		Jun 30, 2018		Mar 31, 2019		Jun 30, 2019		Jun 30, 2018
Government	75	%	69	%	71	%	73	%	69	%

Commercial	25	%	31	%	29	%	27	%	31	%

Unallocated Expenses

Our Unallocated Expenses, (i.e., those not associated with a specific business segment), within gross margin consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses. Our Unallocated Expenses within operating expense consist of those expenses within gross margin plus general and administrative expenses related to corporate functions.

The following table sets forth our Unallocated Expenses for the periods indicated:



	Three Months Ended									Six Months Ended
(dollars in thousands)	Jun 30, 2019			Jun 30, 2018			Mar 31, 2019			Jun 30, 2019		Jun 30, 2018
Gross Margin	$	21,687		$	16,838		$	24,702		46,389		34,927
Operating Expense	31,762			27,359			34,434			66,196		54,853
Operating expense % of revenue	6		%	6		%	7		%	7	%	6	%

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Our Unallocated Expenses for the three- and six-month periods ended June 30, 2019 increased compared to the corresponding periods of the prior year, primarily due to higher 2019 estimated expenses related to incentive compensation from our long-term performance units and annual bonus plan and higher expenses related to global information technology expenses. Our Unallocated Expenses for the three months ended June 30, 2019 were lower compared to the immediately preceding quarter, as we deferred expenditures into the second half of 2019. For the remainder of 2019, we expect our quarterly Unallocated Expenses to be in the mid-$30 million range per quarter.

Other

The following table sets forth our significant financial statement items below the income (loss) from operations line.



	Three Months Ended									Six Months Ended
(in thousands)	Jun 30, 2019			Jun 30, 2018			Mar 31, 2019			Jun 30, 2019		Jun 30, 2018
Interest income	$	1,848		$	2,950		$	2,604		4,452		5,542
Interest expense, net of amounts capitalized	(10,199		)	(8,802		)	(9,424		)	(19,623	)	(18,173	)
Equity in income (losses) of unconsolidated affiliates	—			(737		)	(164		)	(164	)	(1,580	)
Other income (expense), net	7			(3,556		)	719			726		(12,030	)
Provision (benefit) for income taxes	17,203			3,294			(3,152		)	14,051		9,182

In addition to interest on borrowings, interest expense includes amortization of loan costs, fees for lender commitments under our revolving credit agreement and fees for standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements.

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, 2019, we incurred foreign currency transaction gains of less than $0.1 million and $0.7 million, respectively. We did not incur any significant currency transaction losses in any one currency in 2019. In the three- and six-month periods ended June 30, 2018, we incurred foreign currency transaction losses of $3.4 million and $11.7 million, respectively. The currency losses in 2018 primarily related to the Angolan kwanza and its declining exchange rate relative to the U.S. dollar, and related primarily to our cash balances in Angola. We could incur further foreign currency exchange losses in Angola if further currency devaluations occur. However, in 2019, we expect lower foreign currency exchange losses, due to lower cash balances in Angolan kwanza.

The provisions for income taxes were related to our current estimated annual effective tax rate using assumptions as to (1) earnings and other factors that would affect the tax provision for the remainder of the year and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that could affect our estimated tax rate include our profitability levels in general and the geographic mix in the sources of our results. The effective tax rate for the six months ended June 30, 2019 was different than the federal statutory rate of 21%, primarily due to the geographic mix of operating revenue and results that generated taxes in certain jurisdictions that exceeded the tax benefit from losses and credits in other jurisdictions, which could not be realized in the quarter due to additional uncertain tax positions and other discrete items. It is our intention to continue to indefinitely reinvest in certain of our international operations. Therefore, we do not provide withholding taxes on the possible distribution of earnings from those operations. We do not believe the effective tax rate before discrete items is meaningful, due to the ongoing shifting of geographic mix of our operating revenue and results. Our 2019 income tax payments, net of tax refunds, are anticipated to be approximately $18 million. The effective tax rate for the six months ended June 30, 2018 was lower than the statutory rate of 21.0%, primarily due to our intention to indefinitely reinvest in certain of our international operations and discrete items related to the accounting for share-based compensation. In 2018, we did not provide for U.S. taxes on the portion of our foreign earnings that we deemed indefinitely reinvested.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

We are currently exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. Except for our exposure in Angola, we do not believe these risks are material. 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 through the use of a combination of fixed- and floating-rate debt. See Note 4—"Debt" in the Notes to Consolidated Financial Statements in this quarterly report for a description of our revolving credit facility and interest rates on our borrowings. We have two interest rate swaps in place on a total of $200 million of the 2024 Senior Notes. The agreements swap the fixed interest rate of 4.650% on $100 million of the 2024 Senior Notes to the floating rate of one month LIBOR plus 2.426% and on another $100 million to one month LIBOR plus 2.823%. We believe significant interest rate changes would not have a material near-term impact on our future earnings or cash flows.

Because we operate in various oil and gas exploration and production regions in the world, we conduct a portion of our business in currencies other than the U.S. dollar. The functional currency for several of our international operations is the applicable local currency. A stronger U.S. dollar against the United Kingdom pound sterling, the Norwegian kroner and the Brazilian real may result in lower operating income. We manage our exposure to changes in foreign exchange rates principally through arranging compensation in U.S. dollars or freely convertible currency and, to the extent possible, by limiting compensation received in other currencies to amounts necessary to meet obligations denominated in those currencies. We use the exchange rates in effect as of the balance sheet date to translate assets and liabilities as to which 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 $6.4 million and $(16) million in the six-month periods ended June 30, 2019 and 2018, respectively. Negative adjustments reflect the net impact of the strengthening of the U.S. dollar against various foreign currencies for locations where the functional currency is not the U.S. dollar. Conversely, positive adjustments reflect the effect of a weakening U.S. dollar.

We recorded foreign currency transaction gains (losses) of less than $0.1 million and $0.7 million in the three- and six-month periods ended June 30, 2019, and $(3.4) million and $(12) million in the three- and six-month periods ended June 30, 2018, respectively. Those gains (losses) are included in other income (expense), net in our Consolidated Statements of Operations in those respective periods. Since the second quarter of 2015, the exchange rate for the Angolan kwanza relative to the U.S. dollar generally has been declining, with the exception that the exchange rate was relatively stable during 2017. As our functional currency in Angola is the U.S. dollar, we recorded foreign currency transaction gains (losses) related to the kwanza of $(0.6) million and $(4.8) million in the three- and six-month periods ended June 30, 2019 and $(0.6) million and $(12) million in the three- and six-month periods ended June 30, 2018, respectively, as a component of other income (expense), net in our Consolidated Statements of Operations for those respective periods. Our foreign currency transaction losses related primarily to the remeasurement of our Angolan kwanza cash balances to U.S. dollars. Any conversion of cash balances from kwanza to U.S. dollars is controlled by the central bank in Angola, and the central bank slowed this process from mid-2015 to 2017, causing our kwanza cash balances to increase during that period of time. However, beginning in 2018, the Angolan central bank has allowed us to repatriate cash from Angola. During 2018, we were able to repatriate $74 million of cash from Angola.

As of June 30, 2019 and December 31, 2018, we had the equivalent of approximately $7.1 million and $9.3 million, respectively, of kwanza cash balances in Angola reflected on our Consolidated Balance Sheets.

We estimated the fair market value of the Angolan bonds to be $10 million as of June 30, 2019 and December 31, 2018 using quoted market prices. Since the market for the Angolan bonds is not an active market, the fair value of the Angolan bonds is classified within Level 2 in the fair value hierarchy under U.S. GAAP. As of June 30, 2019 and

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December 31, 2018, the difference between the fair market value and the carrying amount of the Angolan bonds was immaterial.

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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, 2019 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, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION


Item 1.	Legal Proceedings

In the ordinary course of business, we are, from time to time, involved in litigation or subject to disputes, governmental investigations or claims related to our business activities, including, among other things:

• performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and

• workers’ compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and other claims.

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Item 6. Exhibits

Index to Exhibits

Registration or File Number

Form of Report

Report Date

Exhibit Number

3.01

Restated Certificate of Incorporation

1-10945

10-K

Dec. 2000

3.01

3.02

Certificate of Amendment to Restated Certificate of Incorporation

1-10945

8-K

May 2008

3.1

3.03

Certificate of Amendment to Restated Certificate of Incorporation

1-10945

8-K

May 2014

3.1

3.04

Amended and Restated Bylaws

1-10945

8-K

Aug. 2015

3.1

10.1+

Employment Agreement for Mr. Davison

10.2+

2019 Performance Unit Agreement for Mr. Davison

10.3+

2019 Restricted Stock Unit Agreement for Mr. Davison

10.4+

Special Restricted Stock Unit Agreement for Mr. Davison

10.5+

Retention and Severance Payments Agreement for Mr. Davison

31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

32.01

Section 1350 certification of principal executive officer

32.02

Section 1350 certification of principal financial officer

101.INS

XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Management contract or compensatory plan or arrangement.

Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




July 30, 2019		/S/ RODERICK A. LARSON
Date		Roderick A. Larson
		President and Chief Executive Officer
		(Principal Executive Officer)


July 30, 2019		/S/ ALAN R. CURTIS
Date		Alan R. Curtis
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)


July 30, 2019		/S/ WITLAND J. LEBLANC, JR.
Date		Witland J. LeBlanc, Jr.
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)



Date of Termination Due to Retirement	Number of Vested Performance Units
On or after December 15, 2019, but prior to December 15, 2020	One-third
On or after December 15, 2020, but prior to December 15, 2021	Two-thirds
On or after December 15, 2021	All



		OCEANEERING INTERNATIONAL, INC.

Award Date:	June 3, 2019	By:	/s/ David K. Lawrence
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary



		PARTICIPANT:

Date:	June 4, 2019	/s/ Charles W. Davison

		Participant’s Address:



	Cumulative Adjusted EBITDA (80% of Final Value)
	Goal	Payout	Contribution Value
Threshold	$384 MM	50%	$40
Target	$480 MM	100%	$80
Maximum	$720 MM	200%	$160



	Relative TSR (20% of Final Value)
	Goal	Payout	Contribution Value
Threshold	30^th percentile	50%	$10
Target	50^th percentile	100%	$20
Maximum	Above 90^th percentile	200%	$40



Date of Termination Due to Retirement	Number of Vested Restricted Stock Units
On or after December 15, 2019, but prior to December 15, 2020	One-third
On or after December 15, 2020, but prior to December 15, 2021	Two-thirds
On or after December 15, 2021	All


(a)	Generally. If you are continuously employed with the Company at all times during the Retention Period, then you will be paid a lump-sum cash payment equal to $1,000,000 (the “Retention Payment”) no later than ten days following the end of the Retention Period.


3.	Release Requirement. You shall be entitled to the Retention Payment under Clause (i) or Clause (ii) of Paragraph 1(b) and the Severance Payment under Paragraph 2, subject to your execution and timely delivery of an effective and unrevoked waiver and release of claims against the Company and other related parties (as designated by


4.	Restrictive Covenants. Any other provisions of this Agreement notwithstanding, your right to the Retention Payment and Severance Payment shall be conditioned upon your compliance with the restrictive covenants in Exhibit A attached to, and made a part of, this Agreement.


5.	Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as may be required pursuant to any applicable law or governmental regulation or ruling.


(a)	This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Texas without regard to any conflict of law principles that would result in the application of the laws of any other jurisdiction.


12.	Clawback. The Retention Payment and the Severance Payment shall be subject to recovery or clawback by Oceaneering pursuant to any applicable law, regulation or stock exchange listing requirement, and under any clawback policy adopted by Oceaneering, whether before or after the Effective Date.


13.	Section 409A. The Retention Payment and Severance Payment granted under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code


16.	Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.


1.	I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2019;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Oceaneering.