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:

• free cash flow, which we define as net cash provided by operating

activities less cash paid for purchases of property and equipment, in 2020

and in future periods;

• future demand, order intake and business activity levels;

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

• the impacts of COVID-19 on the U.S. and the global economy, as well as on

our business;

• our expectations regarding tax refunds under the CARES Act;




•      our projected capital expenditures, unallocated expenses and cash tax
       payments for 2020;


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

• 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, 2019.
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, 2019.



Recent Developments Affecting Industry Conditions and Our Business
The ongoing coronavirus (COVID-19) outbreak, which the World Health Organization
declared a pandemic and the U.S. Government declared a national emergency in
March 2020, has reached more than 200 countries and has continued to be a
rapidly evolving situation. The pandemic has resulted in widespread adverse
impacts on the global economy and financial markets, and on our employees,
customers, suppliers and other parties with whom we have business relations. We
have experienced some resulting disruptions to our business operations, as the
pandemic has continued to spread through most of our markets. For example, since
mid-March, we have had to restrict access to our administrative offices around
the world and quarantine personnel and assets as required by various
governmental authorities and our own safety protocols.

Our first priority in our response to this crisis has been the health and safety
of our employees and those of our customers and other business counterparties.
We have implemented preventative measures and developed corporate and regional
response plans to minimize unnecessary risk of exposure and prevent infection,
while supporting our customers' global operations to the best of our ability in
the circumstances. Our preventative measures and response plans were developed
based on guidance received from the World Health Organization, Centers for
Disease Control and Prevention, International SOS and our corporate medical
advisor. We have modified certain business and workforce practices (including
those related to employee travel, employee work locations, and cancellation of
physical participation in meetings, events and conferences) and implemented new
protocols to promote social distancing and enhance sanitary measures in our
offices and facilities to conform to government restrictions and best practices
encouraged by governmental and regulatory authorities.

There is considerable uncertainty regarding the extent to which COVID-19 will
continue to spread and the extent and duration of governmental and other
measures implemented to try to slow the spread of the virus, such as large-scale
travel bans and restrictions, border closures, quarantines, shelter-in-place
orders and business and government shutdowns. Restrictions of this nature have
caused, and may continue to cause, us, our suppliers and other business
counterparties to experience operational delays, delays in the delivery of
materials and supplies that are sourced from around the globe, and have caused,
and may continue to cause, milestones or deadlines relating to various projects
to be missed.

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We have also received various notices from some of our suppliers and other
business counterparties, and provided notices to several customers, regarding
performance delays resulting from the pandemic. These actions may result in some
disputes and could strain our relations with customers and others. If and to the
extent these actions were to result in material modifications or cancellations
of the underlying contracts, we could experience reductions in our currently
reported backlog and in the anticipated conversion of backlog into revenue in
future periods. In addition, worsening economic conditions could result in
reductions in backlog over time, which would impact our future financial
performance.

One of the impacts of the pandemic has been a significant reduction in global
demand for oil and natural gas. For example, according to industry reports,
global demand for oil dropped precipitously by approximately 14 million barrels
per day during the first quarter of 2020. This significant decline in demand was
met with a sharp decline in oil prices following the announcement of price
reductions and production increases in March 2020 by members of the Organization
of Petroleum Exporting Countries ("OPEC"), and other foreign, oil-exporting
countries. The resulting supply/demand imbalance has had, and is continuing to
have, disruptive impacts on the oil and natural gas exploration and production
industry and on other industries that serve exploration and production
companies. Although OPEC and other foreign, oil-producing countries implemented
production cuts during the second quarter and, as a result, crude oil prices
improved somewhat, global crude oil demand during the second quarter of 2020 was
16.4 million barrels per day lower than that of the second quarter of 2019.
Recent increases in COVID-19 cases in various regions around the world and the
resulting governmental and other restrictions imposed in response to those
increases, have resulted in more volatility and less predictability in industry
conditions. These conditions have led to significant global economic contraction
generally and in our industry in particular.

We expect to see continued volatility in oil and natural gas prices for the
foreseeable future, which could, over the long term, adversely impact our
business. A significant decline in exploration and development activities and
related spending by our customers, whether due to decreases in demand or prices
for oil and natural gas or otherwise, would have a material adverse effect on
our business, cash flows, liquidity, financial condition and results of
operations.

As of the date of this report, our efforts to respond to the challenges
presented by the conditions described above and minimize the impacts to our
business have yielded results as we have largely been able to maintain
operational continuity on a worldwide basis. Our manufacturing, services
operations, and other operating facilities have remained operational and our
vessels have continued to perform. We have moved quickly to reduce costs,
increase operational efficiencies and lower our capital spending. In addition,
as of June 30, 2020, we had $334 million of cash on our balance sheet and our
revolving credit facility was undrawn and remains available to support our
operations. We have not required any funding under any COVID-19-related, U.S.
federal or other governmental programs to support our operations, and we do not
expect to have to utilize any such funding. We have experienced some increased
absenteeism in our hourly workforce, but, so far, we have not experienced any
resulting problems that we have not been able to manage. We are continuing to
address concerns to protect the health and safety of our employees and those of
our customers and other business counterparties, and this includes changes to
comply with health-related guidelines as they are modified and supplemented.

In our March 31, 2020 press release, we announced that we had withdrawn our 2020
financial guidance. We are not providing operating results or EBITDA guidance
for the third quarter or second half of 2020, due to the continuing uncertainty
impacting the majority of our businesses. Many of the markets we serve are being
profoundly affected by the effects of and associated responses to COVID-19, as
well as the significant reductions in customer spending as a result of the lower
crude oil price environment.

We cannot predict the full impact that COVID-19 or the significant disruption
and volatility currently being experienced in the oil and natural gas markets
will have on our business, cash flows, liquidity, financial condition and
results of operations at this time, due to numerous uncertainties. The ultimate
impacts will depend on future developments beyond our control, which are highly
uncertain and cannot be predicted, including, among others, the ultimate
geographic spread of the virus, the consequences of governmental and other
measures designed to prevent the spread of the virus, the development of
effective treatments, the duration of the outbreak, actions taken by members of
OPEC and other foreign oil-exporting countries, governmental authorities,
customers, suppliers and other thirds parties, workforce availability, and the
timing and extent to which normal economic and operating conditions resume.


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Executive Overview



Our diluted earnings (loss) per share for the three- and six-month periods ended
June 30, 2020 were $(0.25) and $(3.96), respectively, as compared to $(0.36) and
$(0.61) for the corresponding periods of the prior year. Considering the
uncertainties surrounding crude oil markets and the COVID-19 pandemic, we were
satisfied with our operating results adjusted for asset impairments, write-offs
and other charges. These results were partially attributable to our actions to
substantially reduce structural costs in light of an expected continuation of
lower demand for our services and products.
As expected, compared to the first quarter of 2020, the adjusted results of our
energy segments, as a whole, declined during the second quarter of 2020.
However, this decrease was partially offset by improved performance in our
non-energy segment, Advanced Technologies, and lower Unallocated Expenses. We
did experience some operational disruptions and delays due to COVID-19 during
the second quarter, but the safety protocols we and others in the industry put
into place in response to this pandemic limited impacts to our employees and
customers.

Although we are encouraged by our second quarter 2020 results, uncertainty
remains for the rest of 2020. Many of the markets we serve will likely continue
to be impacted by the effects of and associated responses to COVID-19, as well
as potential reductions in customer spending as a consequence of the volatility
in the macro drivers surrounding commodity prices. As a result, we are not
providing segment financial guidance for the third quarter or second half of
2020. We affirm our guidance that Unallocated Expenses are forecast to be in the
high-$20 million range per quarter for the remainder of 2020 and our annual
capital expenditures to be in the range of $45 million to $65 million.
On March 27, 2020, the U.S. Coronavirus Aid, Relief, and Economic Security Act
(the "CARES Act") was signed into law in the U.S. In accordance with the
recently established rules and procedures under the CARES Act, we filed a 2014
refund claim to carryback our U.S. net operating loss generated in 2019 and
intend to file amended 2012 and 2013 income tax returns impacted by the net
operating loss carryback. As a result, we expect to receive combined refunds of
approximately $33 million. These refunds are classified as income taxes
receivable in the consolidated balance sheet as of June 30, 2020. We also
realized a non-cash tax benefit of $9.9 million due to the carryback provision
of the CARES Act recognized as a reduction in long-term liabilities. Prior to
enactment of the CARES Act, such net operating losses could only be carried
forward. As a result of these actions and other factors, any discussion of an
estimated effective tax rate would not be meaningful.
We estimate our 2020 net income tax payments to be in the range of $30 million
to $35 million, primarily due to taxes incurred in countries that impose tax on
the basis of in-country revenue, without regard to the profitability of such
operations, and our CARES Act refunds to be in the range of $16 million to $34
million.

Although we are not able to currently provide operating or EBITDA guidance, we
continue to believe that we will generate positive free cash flow during 2020.
This belief is based on the following: actions we have taken to achieve cost
reductions; reduced capital spending levels; lower cash taxes; our expectation
for CARES Act tax refunds; and cash expected to be generated from working
capital for the remainder of the year.

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 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 are as follows:


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                                                           Three Months Ended                            Six Months Ended
(dollars in thousands)                      Jun 30, 2020      Jun 30, 2019 

    Mar 31, 2020      Jun 30, 2020      Jun 30, 2019
Revenue                                    $    427,216      $    495,781      $    536,668      $    963,884      $    989,667
Gross Margin                                     42,537            41,983            46,752            89,289            69,570
Gross Margin %                                       10  %              8  %              9  %              9  %              7  %
Operating Income (Loss)                          (5,182 )          (9,635 )        (380,757 )        (385,939 )         (31,349 )
Operating Income (Loss) %                            (1 )%             (2 )%            (71 )%            (40 )%             (3 )%



We generate a material amount of our consolidated revenue from contracts for
services in the U.S. Gulf of Mexico in our Subsea Projects segment, which is
usually more active in the second and third quarters, as compared to the rest of
the year. The European operations of our Asset Integrity segment are also
seasonally more active in the second and third quarters. Revenue in our ROV
segment is subject to seasonal variations in demand, with our first quarter
generally being the low quarter of the year. The level of our ROV seasonality
depends on the number of ROVs we have engaged in vessel-based subsea
infrastructure inspection, maintenance, repair and installation, which is more
seasonal than drilling support. Revenue in each of our Subsea Products and
Advanced Technologies segments generally has not been seasonal.

We had operating losses of $5.2 million, $9.6 million and $381 million in the
three-month periods ended June 30, 2020, June 30, 2019 and March 31, 2020,
respectively, and $386 million and $31 million in the six-month periods ended
June 30, 2020 and June 30, 2019, respectively. Included in our operating losses
for the three months ended March 31, 2020 and the six months ended June 30,
2020, were charges of $386 million, primarily due to market conditions requiring
impairment of certain of our assets along with other costs we recognized as we
adapted our geographic footprint and staffing levels to the conditions of the
markets we serve. Charges for the three months ended March 31, 2020 and six
months ended June 30, 2020 are summarized as follows:

                                       For the three months ended March 31, 

2020 and the six months ended June 30, 2020


                            Remotely
                            Operated        Subsea         Subsea         Asset        Advanced        Unallocated
(in thousands)              Vehicles       Products       Projects      Integrity        Tech.          Expenses           Total
Charges for the effects
of:
   Long-lived assets
   impairments             $       -     $   54,859     $    7,689     $        -     $   6,215     $             -     $  68,763
   Long-lived assets
   write-offs                      -              -          7,328              -             -                   -         7,328
   Goodwill impairment             -         51,302        129,562        110,753        11,388                   -       303,005
   Other                         713          1,668          1,480          1,694           795                 280         6,630
        Total charges      $     713     $  107,829     $  146,059     $  112,447     $  18,398     $           280     $ 385,726




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, inclusive of our 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, 2020      Jun 30, 2019      Mar 31, 2020      Jun 30, 2020      Jun 30, 2019
Remotely Operated Vehicles
    Revenue                            $     98,778      $    120,363      $    111,780      $    210,558      $    220,709
    Gross Margin                             13,788            17,360            18,112            31,900            26,781
    Operating Income (Loss)                   5,975             8,688             9,066            15,041            10,106
    Operating Income (Loss) %                     6  %              7  %              8  %              7  %              5  %
    Days Available                           22,750            25,006            22,750            45,500            49,512
    Days Utilized                            13,501            15,423            14,853            28,354            28,365
    Utilization                                  59  %             62  %             65  %             62  %             57  %

Subsea Products
    Revenue                                 130,655           138,910           194,838           325,493           267,754
    Gross Margin                             21,578            21,029            28,639            50,217            33,344
    Operating Income (Loss)                   9,068             7,413           (91,858 )         (82,790 )           6,937
    Operating Income (Loss) %                     7  %              5  %            (47 )%            (25 )%              3  %
    Backlog at End of Period                486,000           596,000           528,000           486,000           596,000

Subsea Projects
    Revenue                                  56,326            75,104            61,455           117,781           164,832
    Gross Margin                              6,331             5,472            (2,114 )           4,217            14,505
    Operating Income (Loss)                     845                87          (145,290 )        (144,445 )           2,979
    Operating Income (Loss) %                     2  %              -  %           (236 )%           (123 )%              2  %

Asset Integrity
    Revenue                                  48,077            61,156            59,132           107,209           121,845
    Gross Margin                              4,155             6,423             8,729            12,884            12,695
    Operating Income (Loss)                  (2,598 )          (1,302 )        (109,441 )        (112,039 )          (2,015 )
    Operating Income (Loss) %                    (5 )%             (2 )%           (185 )%           (105 )%             (2 )%

Total Energy Services and Products


    Revenue                            $    333,836      $    395,533

$ 427,205 $ 761,041 $ 775,140


    Gross Margin                             45,852            50,284            53,366            99,218            87,325
    Operating Income (Loss)                  13,290            14,886      

(337,523 ) (324,233 ) 18,007


    Operating Income (Loss) %                     4  %              4  %            (79 )%            (43 )%              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, oil prices stabilized, resulting in increased demand and higher
utilization for our energy-related businesses, with slightly improved pricing
through the first quarter of 2020. The adverse impacts of COVID-19 and the
resulting supply and demand imbalance along with lower crude oil prices are
resulting in lower levels of activity and profitability. As we expect a recovery
will take time to restore profitability and generate satisfactory returns, we
have been reviewing our operating model's cost structure and aggressively
implementing cost reductions.

ROV. We believe we are the world's largest provider of ROV services and,
generally, this business segment 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 in the
respective periods.


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During the second quarter of 2020, ROV operating income decreased as compared to
the immediately preceding quarter, primarily due to the lower number of working
drilling rigs. This led to fewer days on hire for drill support services that
were slightly offset by a marginal increase in days on hire for vessel-based
services. ROV operating income for the second quarter of 2020 decreased, as
compared to the corresponding period of the prior year, as a result of fewer
days on hire and lower average revenue per day on hire, partially offset by
lower costs per day on hire. ROV operating income for the six-month period ended
June 30, 2020 increased as compared to the corresponding period of the prior
year as a result of reduced costs per day, which were partially offset by lower
average revenue per day. Days on hire, as compared to the corresponding period
of the prior year, were relatively flat.

Fleet utilization was 59% for the three months ended June 30, 2020 as compared
to 62% for the corresponding period of the prior year. Fleet utilization
increased to 62% from 57% for the six-month periods ended June 30, 2020 and
June 30, 2019, respectively. We added one new ROV to our fleet during the six
months ended June 30, 2020 and retired one, resulting in a total of 250 ROVs in
our ROV fleet as of June 30, 2020, as compared to 276 ROVs in our ROV fleet as
of June 30, 2019.

Subsea Products. 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, 2020     Jun 30, 2019    Mar 31, 2020     Jun 30, 2020       Jun 30, 2019
Manufactured Products                               65 %             63 %            74 %            71 %                 57 %

Service and Rental                                  35 %             37 %            26 %            29 %                 43 %




Our Subsea Products operating results in the second quarter of 2020 were higher
than those of the immediately preceding quarter, as a result of charges for the
impairment and write-offs of goodwill, certain equipment, intangibles and other
expenses of $108 million in the first quarter of 2020. Exclusive of such
charges, operating results declined during the second quarter of 2020, as
compared to the immediately preceding quarter, due to significantly lower
revenue. Revenue in our Manufactured Products business was impacted by the
delayed receipt of materials, customer-driven project delays, and reduced
working hours due to COVID-19. Revenue was also lower in our Service and Rental
business due to overall lower activity levels. Our Subsea Products operating
results increased in the second quarter of 2020, as compared to the
corresponding period of the prior year, primarily as a result of increased
earnings from our Manufactured Products business based on improved pricing and
cost reduction initiatives. Subsea Products operating results were lower for the
six-month period ended June 30, 2020, when compared to the corresponding period
of the prior year, as a result of the charges in the first quarter of 2020.
Exclusive of charges, operating results increased when compared to the
corresponding six-month period of the prior year, primarily due to increased
activity in subsea umbilical and hardware throughput, as well as improved
margins in our Service and Rental business.

Our Subsea Products backlog was $486 million as of June 30, 2020, compared to
$630 million as of December 31, 2019. The backlog decrease was attributable to
low levels of bookings during the second quarter, as many of our customers
delayed investment decisions due to the uncertainties regarding oil prices and
potential COVID-19-related operating risks. The higher throughput and lower
order intake resulted in a 67% revenue replacement in the second quarter of
2020. Our book-to-bill ratio for the trailing 12 months was 0.8.

Subsea Projects. Our Subsea Projects operating results were higher in the second
quarter of 2020, as compared to the immediately preceding quarter, primarily as
a result of charges in the first quarter of 2020 of $146 million for goodwill
impairment, vessel and intangible impairments, and write-downs and write-offs of
certain equipment. Exclusive of charges, operating results improved on lower
revenue in the second quarter of 2020, as compared to the immediately preceding
quarter, due to better project execution and ongoing cost reduction activity.
Our Subsea Projects operating results increased slightly in the three months
ended June 30, 2020, compared to the corresponding period of the prior year, on
significantly lower revenue due to reduced amounts of Gulf of Mexico diving and
international inspection, maintenance and repair ("IMR") work. Our Subsea
Projects revenue and operating results were lower in the six-month period ended
June 30, 2020, as compared to the corresponding

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period of the prior year, as a result of charges in the first quarter of 2020
along with reduced IMR work both in the Gulf of Mexico and internationally along
with a significant decrease in Gulf of Mexico diving work.

Asset Integrity. Asset Integrity's operating results for the second quarter of
2020 were higher than the immediately preceding quarter, as a result of charges
related to goodwill impairment, asset impairments, write-downs and write-offs of
certain equipment and intangible assets, and other expenses of $112 million in
the first quarter of 2020. Exclusive of charges, operating results declined in
the second quarter of 2020, as compared to the immediately preceding quarter, on
lower revenue and as a result of non-recurring costs on certain completed
projects. Asset Integrity's operating results for the three-month period ended
June 30, 2020, as compared to the corresponding period of the prior year, were
lower due to significantly lower revenue, partially offset by cost reduction
activities. Asset Integrity's operating results for the six-month period ended
June 30, 2020, as compared to the corresponding period of the prior year, were
lower due to charges in the first quarter of 2020. Exclusive of those charges,
operating results for the six-month period ended June 30, 2020 were higher, as
compared to the corresponding period of the prior year, due to cost reductions
instituted in the fourth quarter of 2019 and in the first half of 2020.

Advanced Technologies
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 include
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.

Revenue, gross margin and operating income (loss) information for our Advanced Technologies segment are as follows:


                                                            Three Months Ended                           Six Months Ended
(dollars in thousands)                       Jun 30, 2020     Jun 30, 2019      Mar 31, 2020      Jun 30, 2020      Jun 30, 2019
Revenue                                     $     93,380     $     100,248     $    109,463      $    202,843      $     214,527
Gross Margin                                      15,089            13,386           13,428            28,517             28,634

Operating Income (Loss)                            9,707             7,241          (10,585 )            (878 )           16,840
Operating Income (Loss) %                             10 %               7 %            (10 )%              -  %               8 %



Our Advanced Technologies segment operating results for the second quarter of
2020 were higher, as compared to the immediately preceding quarter, as a result
of charges of $18 million for our commercial business unit in the first quarter
of 2020 for goodwill impairment, asset impairments, write-downs of certain
equipment and other expenses. Exclusive of charges, operating results were
higher based on improved performance from our government business unit. Even
though COVID-19 continues to adversely affect our commercial business unit,
operating results exclusive of charges improved in the second quarter, as
compared to the immediately preceding quarter, as a result of cost reduction
measures implemented during the first quarter of 2020. Advanced Technologies
operating results for the three-month period ended June 30, 2020 were higher,
when compared to the corresponding period of the prior year, as a result of
improved margins from our government business unit as well as improved execution
with our AGV business. Advanced Technologies operating results for the six-month
period ended June 30, 2020 were lower, when compared to the corresponding period
of the prior year, primarily as a result of charges in the first quarter of
2020. Exclusive of charges, operating results increased slightly on lower levels
of revenue in the first six months of 2020, when compared to the corresponding
period of the prior year, due to increased activity for our government business
unit mostly offset by customer operational project delays and the adverse
impacts of COVID-19, combined with higher costs on certain projects within our
entertainment business.

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, 2020     Jun 30, 2019    Mar 31, 2020     Jun 30, 2020       Jun 30, 2019
Government                                    85 %             75 %            83 %            84 %                 73 %

Commercial                                    15 %             25 %            17 %            16 %                 27 %




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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, 2020      Jun 30, 2019     Mar 31, 2020     Jun 30, 2020      Jun 30, 2019
Gross margin expenses                       $     (18,404 )   $     (21,687 )       (20,042 )   $     (38,446 )   $     (46,389 )
% of revenue                                            4 %               4 %             4 %               4 %               5 %
Operating expenses                                (28,179 )         (31,762

) (32,649 ) (60,828 ) (66,196 ) Operating expenses % of revenue

                         7 %               6 %             6 %               6 %               7 %



Our Unallocated Expenses for the second quarter of 2020 were lower, as compared
to the immediately preceding quarter, as the return on market-based assets held
in a trust for the benefit of certain post-retirement obligations improved, as
compared to a first quarter 2020 loss. Additionally, we had reduced information
technology costs during the second quarter of 2020. Our Unallocated Expenses for
the three- and six-month periods ended June 30, 2020 were lower, as compared to
the corresponding periods of the prior year, primarily as a result of lower
accruals for incentive-based compensation, along with reduced information
technology costs in the second quarter of 2020.

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, 2020     Jun 30, 2019     Mar 31, 2020     Jun 30, 2020     Jun 30, 2019
Interest income                              $        511     $      1,848     $      1,277     $      1,788     $      4,452
Interest expense, net of amounts
capitalized                                       (11,611 )        (10,199 

) (12,462 ) (24,073 ) (19,623 ) Equity in income (losses) of unconsolidated affiliates

                             674                -            1,197            1,871             (164 )
Other income (expense), net                        (3,660 )              7           (7,128 )        (10,788 )            726
Provision (benefit) for income taxes                5,520           17,203  

(30,275 ) (24,755 ) 14,051





In addition to interest on borrowings, interest expense includes amortization of
loan costs and hedge accounting adjustments, 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,
2020, we incurred foreign currency transaction gains (losses) of $(3.9) million
and $(11) million, respectively. 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. The currency losses in 2020 primarily
related to declining exchange rates for the Angolan kwanza and the Brazilian
real relative to the U.S. dollar. We did not incur any significant currency
transaction losses in any one currency in 2019. We could incur further foreign
currency exchange losses in Angola and Brazil if further currency devaluations
occur.

In the six-month period ended June 30, 2020, we provided for income taxes based
on our earnings for the period using: (1) earnings and other factors that would
affect the tax provision for the period; and (2) the operations of foreign
branches and subsidiaries that are subject to local income and withholding
taxes. Factors that affect our tax rate include our profitability levels in
general and the geographic mix in the sources of our results. The effective tax
rate for the six months ended June 30, 2020 was different than the federal
statutory rate of 21%, primarily due to

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the enactment of the CARES Act, the geographic mix of operating revenue and
results, and changes in uncertain tax positions and other discrete items. We
continue to make an assertion to indefinitely reinvest the unrepatriated
earnings of any foreign subsidiary that would incur incremental tax consequences
upon the distribution of such earnings. Therefore, we do not believe a
discussion of the effective tax rate is meaningful.
In the six-month period ended June 30, 2020, we recognized a tax benefit of $42
million from discrete items, primarily related to a $33 million benefit related
to the CARES Act and $9.9 million of uncertain tax positions. In the six-month
period ended June 30, 2019, we recognized additional tax expense of $5.1 million
from discrete items, primarily related to uncertain tax positions, valuation
allowances and share-based compensation.
We estimate our 2020 net income tax payments to be in the range of $30 million
to $35 million, primarily due to taxes incurred in countries that impose tax on
the basis of in-country revenue, without regard to the profitability of such
operations, and our CARES Act refunds to be in the range of $16 million to $34
million.

Liquidity and Capital Resources



As of June 30, 2020, we had working capital of $679 million, including $334
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. However, given the uncertainty in the rapidly changing market and
economic conditions related to the COVID-19 outbreak, we will continue to
evaluate the nature and extent of the impact to our business and financial
position.

Cash flows for the six months ended June 30, 2020 and 2019 are summarized as
follows:

                                                                    Six Months Ended
  (in thousands)                                             Jun 30, 2020      Jun 30, 2019
Changes in Cash:

  Net Cash Provided by Operating Activities                 $       5,368     $     72,709
  Net Cash Used in Investing Activities                           (35,317 )        (68,119 )
  Net Cash Used in Financing Activities                            (1,947 )         (2,682 )
  Effect of exchange rates on cash                                 (8,250 )           (329 )
  Net Increase (Decrease) in Cash and Cash Equivalents      $     (40,146 )   $      1,579



Operating activities

Our primary sources and uses of cash flows from operating activities for the six months ended June 30, 2020 and 2019 are as follows:

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