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OCEANEERING INTERNATIONAL INCfalse000007375600000737562025-10-222025-10-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2025
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
oceaneeringlogo2020a05.jpg
Delaware
1-10945
95-2628227
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
5875 North Sam Houston Parkway West, Suite 400
Houston,
TX
77086
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 329-4500
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.25 per share
OII
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
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. ☐



Item 2.02    Results of Operations and Financial Condition.

On October 22, 2025, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the third quarter ended September 30, 2025. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.




Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document.)


    





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 hereunto duly authorized.

OCEANEERING INTERNATIONAL, INC.
Date:
October 22, 2025
By:
/S/ CATHERINE E. DUNN
Catherine E. Dunn
Vice President and Chief Accounting Officer






EX-99.1 2 exhibit_991x8kx3qx2025.htm EX-99.1 OCEANEERING 3Q 2025 EARNINGS RELEASE Document



Exhibit 99.1

Oceaneering Reports Third Quarter 2025 Results

HOUSTON, October 22, 2025 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported third quarter 2025 results.

•As compared to the third quarter of 2024:
◦Revenue increased 9% to $743 million;
◦Operating income increased 21% to $86.5 million;
◦Net income increased 73% to $71.3 million; and
◦Adjusted EBITDA increased 13% to $111 million.
•Cash flow provided by operating activities was $101 million and free cash flow was $77.0 million, with an ending cash position of $506 million.
•Shares repurchased were 440,814 for approximately $10.1 million.

Rod Larson, Oceaneering's President and Chief Executive Officer, stated, "Our team continues to deliver positive results in a dynamic market environment. In the third quarter, we generated adjusted EBITDA in excess of our guidance range and consensus estimates through solid performance across our segments. This includes the ongoing conversion of higher-margin backlog in Manufactured Products, a continued favorable project mix and steady vessel utilization in our Offshore Projects Group (OPG), and improvement in average remotely operated vehicle (ROV) revenue per day utilized in Subsea Robotics (SSR). In addition, we secured total inbound orders of $854 million, with notable contract wins in SSR, Aerospace and Defense Technologies (ADTech), and Manufactured Products.

"Looking forward to 2026, we are optimistic about our consolidated growth opportunities to be led by ADTech, although we expect the year to unfold differently than 2025. In the first quarter, we anticipate seasonally lower activity levels in our energy-focused businesses, with activity levels increasing in the second and third quarters. Accordingly, we are initiating full-year 2026 consolidated EBITDA guidance in the range of $390 million to $440 million."

Third Quarter 2025 Segment Results

As compared to the third quarter of 2024:

•SSR revenue of $219 million, operating income of $65.1 million, and EBITDA margin of 36% were essentially flat. ROV revenue per day utilized increased 6% to $11,254. ROV fleet utilization declined to 65%.
•Manufactured Products operating income of $24.7 million improved 119% and operating income margin expanded to 16% on a 9% increase in revenue. Backlog was $568 million on September 30, 2025. The book-to-bill ratio was 0.82 for the 12-month period ending on September 30, 2025.
•OPG operating income increased 17% to $23.7 million on a 16% increase in revenue. Operating income margin was flat at 14%.
•Integrity Management and Digital Solutions (IMDS) operating income increased significantly, and operating income margin improved on a 4% decrease in revenue due to the absence of a one-time, non-cash charge in the third quarter of 2024 related to the divestiture of the Maritime Intelligence division.
•ADTech operating income of $16.6 million represented an increase of 36% on a 27% increase in revenue. Operating income margin improved to 13%.
•At the corporate level, Unallocated Expenses increased 19% to $46.3 million.
1



Fourth Quarter 2025 Guidance

As compared to the fourth quarter of 2024, consolidated fourth quarter 2025 revenue is expected to be lower. Consolidated EBITDA is forecast to be in the range of $80 million to $90 million.

At the segment level, for the fourth quarter of 2025, as compared to the fourth quarter of 2024:

•SSR revenue and operating income are expected to increase.
•Manufactured Products operating income is expected to increase significantly on lower revenue.
•OPG revenue and operating income are expected to decrease significantly due to the absence of international projects that positively impacted the fourth quarter of 2024.
•IMDS operating income is expected to decrease significantly on lower revenue.
•ADTech revenue and operating income are expected to increase significantly.
•Unallocated Expenses are expected to be in the $45 million range.

Initial Full-Year 2026 Guidance

•Consolidated EBITDA is projected to be in the range of $390 million to $440 million.
•Free cash flow generation is forecast to be consistent with 2025 levels.
•Share repurchase activity is expected to continue.

Oceaneering will provide more specific guidance on its expectations for 2026 in its fourth quarter 2025 earnings release and conference call.

Non-GAAP Financial Measures

Adjusted net income (loss) and earnings (loss) per share; EBITDA and adjusted EBITDA on a consolidated and on a segment basis (as well as EBITDA and adjusted EBITDA margins); and free cash flow are non-GAAP measures that exclude the impacts of certain identified items. Reconciliations to the corresponding GAAP measures are shown in the tables Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS), EBITDA and Adjusted EBITDA and Margins, Free Cash Flow, Fourth Quarter 2025 Consolidated EBITDA Estimate, 2025 Free Cash Flow Estimate, 2026 Consolidated EBITDA Estimate, and EBITDA and Adjusted EBITDA and Margins by Segment. These tables are included below under the caption Reconciliations of Non-GAAP to GAAP Financial Information.

Conference Call Details

Oceaneering has scheduled a conference call and webcast on Thursday, October 23, 2025 at 10:00 a.m. Central Time, to discuss its results for the third quarter of 2025, guidance for the fourth quarter and full year of 2025, and initial guidance for the full year of 2026. Interested parties may listen to the call through a webcast link posted in the Investor Relations section of Oceaneering's website. A replay of the conference call will be made available on the website approximately two hours following the conclusion of the live call.

Forward-Looking Statements

This release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs, future expected business, and financial performance and prospects of Oceaneering.
2


More specifically, the forward-looking statements in this press release include the statements concerning Oceaneering’s: fourth quarter 2025 guidance for consolidated revenue, consolidated EBITDA, revenue and operating profitability by segment, and Unallocated Expenses; implied full-year 2025 guidance for consolidated EBITDA; initial full-year 2026 guidance for consolidated EBITDA; the expectations that 2026 free cash flow will be similar to 2025 levels and that share purchase activity will continue in 2026; activity levels quarter by quarter in 2026; and the characterization, whether positive or otherwise, of market fundamentals, conditions, and dynamics, robotics markets, offshore energy activity levels (including by geographic location), pricing levels, day rates, ROV days utilized, average ROV revenue per day utilized, vessel utilization, growth, bidding activity, outlook, performance, opportunities, and future financials, including as increasing, favorable, positive, encouraging, improving, seasonal, strong, supportive, robust, meaningful, considerable, healthy, or significant (which is used herein to indicate a change of 20% or greater).

The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Factors that could cause actual results to differ materially include: factors affecting the level of activity in the oil and gas industry, including worldwide demand for and prices of oil and natural gas, oil and natural gas production growth, and the supply and demand of offshore drilling rigs; the indirect consequences of climate change and climate-related business trends; actions by members of OPEC and other oil exporting countries; decisions about offshore developments to be made by oil and gas exploration, development, and production companies; the use of subsea completions and our ability to capture associated market share; general economic and business conditions and industry trends and uncertainty, including those related to tariffs and retaliatory tariffs; the strength of the industry segments in which we are involved; cancellations of contracts, customer contract disputes, change orders, and other contractual modifications, force majeure declarations, and the exercise of contractual suspension rights and the resulting adjustments to our backlog; collections from our customers; our future financial performance, including as a result of the availability, terms, and deployment of capital; the consequences of significant changes in currency exchange rates; the volatility and uncertainties of credit markets; changes in data privacy and security laws, regulations, and standards; changes in tax laws, regulations, and interpretation by taxing authorities; changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment; the continued availability of qualified personnel; our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; operating risks normally incident to offshore exploration, development, and production operations; hurricanes and other adverse weather and sea conditions; cost and time associated with drydocking of our vessels; the highly competitive nature of our businesses; adverse outcomes from legal or regulatory proceedings; the risks associated with integrating businesses we acquire; rapid technological changes; and social, political, military, and economic situations in foreign countries where we do business and the possibilities of civil disturbances, war, other armed conflicts, or terrorist attacks. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.

About Oceaneering

Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries.

For more information, please visit www.oceaneering.com.

Contact:
investorrelations@oceaneering.com

Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
3


713-329-4755
- Tables follow on next page -
4


OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Sep 30, 2025 Dec 31, 2024
(in thousands)
ASSETS
Current assets (including cash and cash equivalents of $505,992 and $497,516)
$ 1,501,843  $ 1,387,896 
Net property and equipment 442,274  420,098 
Other assets 595,201  528,353 
Total Assets $ 2,539,318  $ 2,336,347 
LIABILITIES AND EQUITY
Current liabilities $ 763,859  $ 796,938 
Long-term debt 486,022  482,009 
Other long-term liabilities 375,706  337,078 
Equity 913,731  720,322 
Total Liabilities and Equity $ 2,539,318  $ 2,336,347 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Nine Months Ended
Sep 30, 2025 Sep 30, 2024 Jun 30, 2025 Sep 30, 2025 Sep 30, 2024
(in thousands, except per share amounts)
Revenue $ 742,898  $ 679,811  $ 698,161  $ 2,115,582  $ 1,947,711 
Cost of services and products 590,166  548,849  549,734  1,679,412  1,604,154 
Gross margin 152,732  130,962  148,427  436,170  343,557 
Selling, general and administrative expense 66,224  59,629  69,238  197,001  175,167 
Operating income (loss) 86,508  71,333  79,189  239,169  168,390 
Interest income 3,704  3,275  3,017  10,365  8,717 
Interest expense, net of amounts capitalized (9,381) (9,456) (9,472) (27,928) (28,176)
Equity in income (losses) of unconsolidated affiliates 97  323  311  770  787 
Other income (expense), net (1,021) 3,133  5,371  5,325  6,372 
Income (loss) before income taxes 79,907  68,608  78,416  227,701  156,090 
Provision (benefit) for income taxes 8,618  27,371  23,974  51,593  64,721 
Net Income (Loss) $ 71,289  $ 41,237  $ 54,442  $ 176,108  $ 91,369 
Weighted average diluted shares outstanding 101,057  102,613  101,372  101,446  102,445 
Diluted earnings (loss) per share $ 0.71  $ 0.40  $ 0.54  $ 1.74  $ 0.89 
The above Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations should be read in conjunction with the Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
5


SEGMENT INFORMATION
For the Three Months Ended For the Nine Months Ended
Sep 30, 2025 Sep 30, 2024 Jun 30, 2025 Sep 30, 2025 Sep 30, 2024
($ in thousands)
Subsea Robotics
Revenue $ 218,767  $ 215,715  $ 218,786  $ 643,529  $ 617,632 
Operating income (loss) $ 65,142  $ 65,698  $ 64,505  $ 189,279  $ 171,685 
Operating income (loss) % 30  % 30  % 29  % 29  % 28  %
ROV days available 23,000  23,000  22,750  68,250  68,500 
ROV days utilized 14,962  15,796  15,289  45,344  46,171 
ROV utilization 65  % 69  % 67  % 66  % 67  %
Manufactured Products
Revenue $ 156,395  $ 143,734  $ 145,134  $ 436,566  $ 412,501 
Operating income (loss) $ 24,651  $ 11,278  $ 18,772  $ 52,090  $ 38,837 
Operating income (loss) % 16  % % 13  % 12  % %
Backlog at end of period $ 568,000  $ 671,000  $ 516,000  $ 568,000  $ 671,000 
Offshore Projects Group
Revenue $ 171,046  $ 147,539  $ 149,281  $ 485,268  $ 406,651 
Operating income (loss) $ 23,692  $ 20,294  $ 21,663  $ 81,021  $ 34,386 
Operating income (loss) % 14  % 14  % 15  % 17  % %
Integrity Management & Digital Solutions
Revenue $ 70,781  $ 73,622  $ 75,367  $ 217,566  $ 216,804 
Operating income (loss) $ 2,756  $ 714  $ 4,647  $ 10,865  $ 7,802 
Operating income (loss) % % % % % %
Aerospace and Defense Technologies
Revenue $ 125,909  $ 99,201  $ 109,593  $ 332,653  $ 294,123 
Operating income (loss) $ 16,557  $ 12,219  $ 16,299  $ 43,521  $ 32,271 
Operating income (loss) % 13  % 12  % 15  % 13  % 11  %
Unallocated Expenses
Operating income (loss) $ (46,290) $ (38,870) $ (46,697) $ (137,607) $ (116,591)
Total
Revenue $ 742,898  $ 679,811  $ 698,161  $ 2,115,582  $ 1,947,711 
Operating income (loss) $ 86,508  $ 71,333  $ 79,189  $ 239,169  $ 168,390 
Operating income (loss) % 12  % 10  % 11  % 11  % %
The above Segment Information does not include adjustments for non-recurring transactions. See the tables below under the caption "Reconciliations of Non-GAAP to GAAP Financial Information" for financial measures that our management considers in evaluating our ongoing operations.
6


SELECTED CASH FLOW INFORMATION
For the Three Months Ended For the Nine Months Ended
Sep 30, 2025 Sep 30, 2024 Jun 30, 2025 Sep 30, 2025 Sep 30, 2024
(in thousands)
Purchases of property and equipment $ 24,215  $ 24,886  $ 30,272  $ 80,575  $ 73,262 
Capitalized cloud-based service contract costs 7,161  —  2,536  11,424  — 
Total Capital Expenditures $ 31,376  $ 24,886  $ 32,808  $ 91,999  $ 73,262 
Depreciation and Amortization:
Energy Services and Products
Subsea Robotics $ 13,283  $ 12,076  $ 12,385  $ 37,404  $ 36,867 
Manufactured Products 2,768  3,061  2,741  8,159  9,473 
Offshore Projects Group 4,290  5,399  4,663  13,642  17,418 
Integrity Management & Digital Solutions 1,830  1,348  1,839  5,399  4,410 
Total Energy Services and Products 22,171  21,884  21,628  64,604  68,168 
Aerospace and Defense Technologies 1,082  696  900  2,815  1,915 
Unallocated Expenses 2,870  2,683  2,872  8,552  8,218 
  Total Depreciation and Amortization $ 26,123  $ 25,263  $ 25,400  $ 75,971  $ 78,301 
 
7



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

In addition to financial results determined in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release also includes non-GAAP financial measures (as defined under certain rules and regulations promulgated by the Securities and Exchange Commission). We have included adjusted net income (loss) and diluted earnings (loss) per Share (EPS), each of which excludes the effects of certain specified items, as set forth in the tables that follow. As a result, these amounts are non-GAAP financial measures. We believe these are useful measures for investors to review because they provide consistent measures of the underlying results of our ongoing business. Furthermore, our management uses these measures as measures of the performance of our operations. We have also included disclosures of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA Margins, 2024 consolidated adjusted EBITDA and free cash flow, and 2025 consolidated EBITDA and free cash flow estimates, as well as the following by segment: EBITDA, EBITDA margins, adjusted EBITDA, and adjusted EBITDA margins. We define EBITDA margin as EBITDA divided by revenue. Adjusted EBITDA and adjusted EBITDA margins and related information by segment exclude the effects of certain specified items, as set forth in the tables that follow. Due to the forward-looking nature of EBITDA for the fourth quarter of 2025, for the full year of 2025, and for the full year of 2026, we cannot reliably predict certain of the necessary line items for the reconciliations to net income and, accordingly, have excluded such line items in the reconciliation. EBITDA and EBITDA margins, adjusted EBITDA and adjusted EBITDA margins, and related information by segment are each non-GAAP financial measures. We define free cash flow as cash flow provided by operating activities less organic capital expenditures (i.e., purchases of property and equipment other than those in business acquisitions). We have included these disclosures in this press release because EBITDA, EBITDA margins, and free cash flow are widely used by investors for valuation purposes and for comparing our financial performance with the performance of other companies in our industry, and the adjusted amounts thereof provide more consistent measures than the unadjusted amounts. Furthermore, our management uses these measures for purposes of evaluating our financial performance. Our presentation of EBITDA, EBITDA margins, and free cash flow (and the adjusted amounts thereof) may not be comparable to similarly titled measures that other companies report. Non-GAAP financial measures should be viewed in addition to and not as substitutes for our reported operating results, cash flows, or any other measure prepared and reported in accordance with GAAP. The tables that follow provide reconciliations of the non-GAAP measures used in this press release to the most directly comparable GAAP measures.
8


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Three Months Ended
Sep 30, 2025 Sep 30, 2024 Jun 30, 2025
Net Income (Loss) Diluted EPS Net Income (Loss) Diluted EPS Net Income (Loss) Diluted EPS
(in thousands, except per share amounts)
Net income (loss) and diluted EPS as reported in accordance with GAAP $ 71,289  $ 0.71  $ 41,237  $ 0.40  $ 54,442  $ 0.54 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses 999  (424) (5,430)
Total pre-tax adjustments 999  (424) (5,430)
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods (902) 603  5,452 
Discrete tax items:
    Share-based compensation (4) (2) (2)
    Uncertain tax positions (1,106) (1,178) (9)
    Valuation allowances (6,279) (1,759) (2,453)
    Other (8,236) (1,247) (2,209)
Total discrete tax adjustments (15,625) (4,186) (4,673)
Total of adjustments (15,528) (4,007) (4,651)
Adjusted Net Income (Loss) $ 55,761  $ 0.55  $ 37,230  $ 0.36  $ 49,791  $ 0.49 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss) 101,057  102,613  101,372 
9


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Nine Months Ended
  Sep 30, 2025 Sep 30, 2024
    Net Income (Loss) Diluted EPS Net Income (Loss) Diluted EPS
(in thousands, except per share amounts)
Net income (loss) and diluted EPS as reported in accordance with GAAP     $ 176,108  $ 1.74  $ 91,369  $ 0.89 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses   (5,481) (3,655)
Total pre-tax adjustments   (5,481) (3,655)
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods   5,235  1,463 
Discrete tax items:
Share-based compensation   (1,109) (1,976)
Uncertain tax positions   (3,526) 379 
Valuation allowances   (11,993) 3,332 
Other   (9,665) (11,228)
Total discrete tax adjustments   (26,293) (9,493)
Total of adjustments   (26,539) (11,685)
Adjusted Net Income (Loss)     $ 149,569  $ 1.47  $ 79,684  $ 0.78 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)     101,446  102,445 






10


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins
For the Three Months Ended For the Nine Months Ended
Sep 30, 2025 Sep 30, 2024 Jun 30, 2025 Sep 30, 2025 Sep 30, 2024
($ in thousands)
 
Net income (loss) $ 71,289  $ 41,237  $ 54,442  $ 176,108  $ 91,369 
Depreciation and amortization 26,123  25,263  25,400  75,971  78,301 
Subtotal 97,412  66,500  79,842  252,079  169,670 
Interest expense, net of interest income 5,677  6,181  6,455  17,563  19,459 
Amortization included in interest expense (1,627) (1,537) (1,590) (4,773) (4,520)
Provision (benefit) for income taxes 8,618  27,371  23,974  51,593  64,721 
EBITDA 110,080  98,515  108,681  316,462  249,330 
Adjustments for the effects of:
Foreign currency (gains) losses 999  (424) (5,430) (5,481)   (3,655)
Total of adjustments 999  (424) (5,430) (5,481) (3,655)
Adjusted EBITDA $ 111,079  $ 98,091  $ 103,251  $ 310,981  $ 245,675 
Revenue $ 742,898  $ 679,811  $ 698,161  $ 2,115,582  $ 1,947,711 
EBITDA margin % 15  % 14  % 16  % 15  % 13  %
Adjusted EBITDA margin % 15  % 14  % 15  % 15  % 13  %

Free Cash Flow
For the Three Months Ended For the Nine Months Ended
Sep 30, 2025 Sep 30, 2024 Jun 30, 2025 Sep 30, 2025 Sep 30, 2024
(in thousands)
Net Income (loss) $ 71,289  $ 41,237  $ 54,442  $ 176,108  $ 91,369 
Non-cash adjustments:
Depreciation and amortization 26,123  25,263  25,400  75,971  78,301 
Other non-cash (204) 7,440  5,671  19,896  11,866 
Other increases (decreases) in cash from operating activities 4,055  17,991  (8,326) (174,243) (106,699)
Cash flow provided by (used in) operating activities 101,263  91,931  77,187  97,732  74,837 
Purchases of property and equipment (24,215) (24,886) (30,272) (80,575) (73,262)
Free Cash Flow $ 77,048  $ 67,045  $ 46,915  $ 17,157  $ 1,575 
11


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Fourth Quarter 2025 Consolidated EBITDA Estimate
For the Three Months Ending
December 31, 2025
Low High
(in thousands)
Income (loss) before income taxes $ 51,000  $ 59,000 
Depreciation and amortization 25,000  26,000 
Subtotal 76,000  85,000 
Interest expense, net of interest income 6,000  7,000 
Amortization included in interest expense (2,000) (2,000)
Consolidated EBITDA $ 80,000  $ 90,000 
2025 Free Cash Flow Estimate
For the Year Ending
December 31, 2025
Low High
(in thousands)
Net income (loss) $ 208,000  $ 213,000 
Depreciation and amortization 101,000  102,000 
Other increases (decreases) in cash from operating activities (84,000) (65,000)
  Cash flow provided by (used in) operating activities 225,000  250,000 
Purchases of property and equipment (115,000) (120,000)
  Free Cash Flow $ 110,000  $ 130,000 
2026 Consolidated EBITDA Estimate
For the Year Ending
December 31, 2026
Low High
(in thousands)
Income (loss) before income taxes $ 270,000  $ 307,000 
Depreciation and amortization 105,000  114,000 
Subtotal 375,000  421,000 
Interest expense, net of interest income 21,000  26,000 
Amortization included in interest expense (6,000) (7,000)
Consolidated EBITDA $ 390,000  $ 440,000 
    
12


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended September 30, 2025
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 65,142 $ 24,651 $ 23,692 $ 2,756 $ 16,557 $ (46,290) $ 86,508
Adjustments for the effects of:
Depreciation and amortization 13,283 2,768 4,290 1,830 1,082 2,870 26,123
Other pre-tax (2,551) (2,551)
EBITDA 78,425 27,419 27,982 4,586 17,639 (45,971) 110,080
Adjustments for the effects of:
Foreign currency (gains) losses 999 999
Total of adjustments 999 999
Adjusted EBITDA $ 78,425 $ 27,419 $ 27,982 $ 4,586 $ 17,639 $ (44,972) $ 111,079
Revenue $ 218,767 $ 156,395 $ 171,046 $ 70,781 $ 125,909 $ 742,898
Operating income (loss) % as reported in accordance with GAAP 30  % 16  % 14  % % 13  % 12  %
EBITDA Margin 36  % 18  % 16  % % 14  % 15  %
Adjusted EBITDA Margin 36  % 18  % 16  % % 14  % 15  %
For the Three Months Ended September 30, 2024
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 65,698 $ 11,278 $ 20,294 $ 714 $ 12,219 $ (38,870) $ 71,333
Adjustments for the effects of:
Depreciation and amortization 12,076 3,061 5,399 1,348 696 2,683 25,263
Other pre-tax 1,919 1,919
EBITDA 77,774 14,339 25,693 2,062 12,915 (34,268) 98,515
Adjustments for the effects of:
Foreign currency (gains) losses (424) (424)
Total of adjustments (424) (424)
Adjusted EBITDA $ 77,774 $ 14,339 $ 25,693 $ 2,062 $ 12,915 $ (34,692) $ 98,091
Revenue $ 215,715 $ 143,734 $ 147,539 $ 73,622 $ 99,201 $ 679,811
Operating income (loss) % as reported in accordance with GAAP 30  % % 14  % % 12  % 10  %
EBITDA Margin 36  % 10  % 17  % % 13  % 14  %
Adjusted EBITDA Margin 36  % 10  % 17  % % 13  % 14  %
`
13


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended June 30, 2025
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 64,505 $ 18,772 $ 21,663 $ 4,647 $ 16,299 $ (46,697) $ 79,189
Adjustments for the effects of:
Depreciation and amortization 12,385 2,741 4,663 1,839 900 2,872 25,400
Other pre-tax 4,092 4,092
EBITDA 76,890 21,513 26,326 6,486 17,199 (39,733) 108,681
Adjustments for the effects of:
Foreign currency (gains) losses (5,430) (5,430)
Total of adjustments (5,430) (5,430)
Adjusted EBITDA $ 76,890 $ 21,513 $ 26,326 $ 6,486 $ 17,199 $ (45,163) $ 103,251
Revenue $ 218,786 $ 145,134 $ 149,281 $ 75,367 $ 109,593 $ 698,161
Operating income (loss) % as reported in accordance with GAAP 29  % 13  % 15  % % 15  % 11  %
EBITDA Margin 35  % 15  % 18  % % 16  % 16  %
Adjusted EBITDA Margin 35  % 15  % 18  % % 16  % 15  %




14


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Nine Months Ended September 30, 2025
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 189,279 $ 52,090 $ 81,021 $ 10,865 $ 43,521 $ (137,607) $ 239,169
Adjustments for the effects of:
Depreciation and amortization 37,404 8,159 13,642 5,399 2,815 8,552 75,971
Other pre-tax 1,322 1,322
EBITDA 226,683 60,249 94,663 16,264 46,336 (127,733) 316,462
Adjustments for the effects of:
Foreign currency (gains) losses (5,481) (5,481)
Total of adjustments (5,481) (5,481)
Adjusted EBITDA $ 226,683 $ 60,249 $ 94,663 $ 16,264 $ 46,336 $ (133,214) $ 310,981
Revenue $ 643,529 $ 436,566 $ 485,268 $ 217,566 $ 332,653 $ 2,115,582
Operating income (loss) % as reported in accordance with GAAP 29  % 12  % 17  % % 13  % 11  %
EBITDA Margin 35  % 14  % 20  % % 14  % 15  %
Adjusted EBITDA Margin 35  % 14  % 20  % % 14  % 15  %
For the Nine Months Ended September 30, 2024
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 171,685  $ 38,837  $ 34,386  $ 7,802  $ 32,271  $ (116,591) $ 168,390 
Adjustments for the effects of:
Depreciation and amortization 36,867  9,473  17,418  4,410  1,915  8,218  78,301 
Other pre-tax —  —  —  —  —  2,639  2,639 
EBITDA 208,552  48,310  51,804  12,212  34,186  (105,734) 249,330 
Adjustments for the effects of:
Foreign currency (gains) losses —  —  —  —  —  (3,655) (3,655)
Total of adjustments —  —  —  —  —  (3,655) (3,655)
Adjusted EBITDA $ 208,552  $ 48,310  $ 51,804  $ 12,212  $ 34,186  $ (109,389) $ 245,675 
Revenue $ 617,632  $ 412,501  $ 406,651  $ 216,804  $ 294,123  $ 1,947,711 
Operating income (loss) % as reported in accordance with GAAP 28  % % % % 11  % %
EBITDA Margin 34  % 12  % 13  % % 12  % 13  %
Adjusted EBITDA Margin 34  % 12  % 13  % % 12  % 13  %
15