UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the fiscal year ended December 31, 2022 5875 North Sam Houston Parkway, Suite 400 Houston, Texas 77086 (Address of principal executive offices) (Zip Code) OR Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ 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. (NYSE:OII) Q4 2022 Earnings Conference Call February 24, 2023 11:00 AM ET Company Participants Mark Peterson - Vice President of Development and Investor Relations Rod Larson - President and Chief Executive Officer Alan Curtis - Senior Vice President and Chief Financial Officer Conference Call Participants Kurt Hallead - Benchmark Eddie Kim - Barclays Operator Good morning. My name is Joanna, and I will be your conference operator. Welcome, everyone to Oceaneering's Fourth Qu ...

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 September 30, 2022 OR ¨ 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 ...

Financial Data and Key Metrics Changes - Oceaneering reported its third quarter 2022 results, with a focus on future financial performance and business strategy [4][5] - The company provided initial thoughts on its 2023 outlook during the call [7] Business Line Data and Key Metrics Changes - Specific details regarding changes in various business lines were not provided in the available content Market Data and Key Metrics Changes - Information on market data and key metrics changes was not included in the available content Company Strategy and Development Direction and Industry Competition - Oceaneering is initiating discussions about its 2023 outlook, indicating a proactive approach to future planning [7] Management's Comments on Operating Environment and Future Prospects - Management emphasized the importance of forward-looking statements regarding financial performance and industry conditions [4] Other Important Information - The call included a reminder about the use of non-GAAP financial measures, with additional details available in the press release [5] Q&A Session All Questions and Answers - No specific questions and answers from the Q&A session were provided in the available content

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, 2022 OR ¨ 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) (St ...

Financial Data and Key Metrics Changes - The company reported adjusted EBITDA of $53.5 million for Q2 2022, reflecting a significant increase compared to Q1 2022, with a sequential revenue growth of 17% [13][16] - Cash balance declined by $70 million to $368 million, primarily due to an increase in receivables, but the company expects positive free cash flow generation for 2022, revising guidance to $25 million to $75 million [15][49] - Adjusted EBITDA guidance for the full year 2022 has been updated to a range of $210 million to $240 million [10][50] Business Segment Data and Key Metrics Changes - Subsea Robotics (SSR) segment saw significant revenue and operating income increases, with an EBITDA margin of 28%, up from the previous quarter [18][19] - The Offshore Project Group (OPG) segment also reported significant revenue and operating income growth, with operating income margin increasing from 1% in Q1 to 15% in Q2 2022 [24][25] - The Aerospace and Defense Technologies (ADTech) segment experienced a decline in operating income margin from 15% in Q1 to 10% in Q2, despite a 5% increase in revenue [27] Market Data and Key Metrics Changes - The company noted strong market dynamics supporting robust activity in offshore markets, particularly in the Gulf of Mexico, with expectations for high seasonal IMR and installation activity [30][41] - ROV days on hire increased to 14,631 in Q2 from 11,842 in Q1, with fleet utilization rising to 64% from 53% [20][21] - The company maintained a 58% market share for ROV contracts on floating rigs, an improvement from 55% in the previous quarter [22] Company Strategy and Development Direction - The company is focused on energy transition and transforming its businesses to thrive in evolving market conditions, with expectations for increased activity levels over the next several years [51] - The company aims to retain and attract top talent, ensure appropriate pricing, and deliver value-added solutions with high quality and safety [52] - The company is reducing its estimates for 2022 organic capital expenditures to align with free cash flow expectations, indicating a focus on financial prudence [46] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the returning offshore industry, emphasizing the importance of energy security and dependable energy sources [11][50] - The company anticipates a significant increase in revenue and operating results for OPG, with operating margins expected to remain in the mid-teens range [30][41] - Management acknowledged inflationary pressures on direct costs but is working to mitigate margin deterioration through cost improvements and contractual price increases [43] Other Important Information - The company entered into a new revolving credit facility in Q2 2022, providing substantial liquidity through April 2026 [48] - The anticipated entertainment-related product sale is now projected to conclude in the second half of 2022, potentially impacting Q4 results positively [39] Q&A Session Summary Question: Subsea Robotics margin guidance and pricing opportunities - Management clarified that the margin guidance for SSR remains in the high 20% range, with pricing adjustments being more immediate in OPG compared to ROV, which is tied to longer contracts [56][57] Question: Fourth quarter EBITDA expectations - Management explained that improvements in ADTech projects and a longer season in OPG contribute to the stronger Q4 expectations, alongside anticipated ROV pricing improvements [59][60] Question: Concerns regarding receivables and potential write-downs - Management indicated that the issues with receivables are more about timing and processing rather than credit risk, assuring that customers have the cash to pay [66][69]

Financial Data and Key Metrics Changes - For Q1 2022, the company reported a net loss of $19.2 million or $0.19 per share on revenue of $446 million, with an adjusted net loss of $6.4 million or $0.06 per share [8][9] - Consolidated adjusted EBITDA for Q1 2022 was $31.5 million, a significant decrease from the prior quarter [10] - The company maintained its original EBITDA guidance of $225 million to $275 million for the full year of 2022 [6][31] Business Segment Data and Key Metrics Changes - Subsea Robotics (SSR) operating income was significantly lower with a modest decrease in revenue, resulting in an EBITDA margin of 24% for Q1 2022 [11] - Manufactured Products segment saw a 20% decrease in revenue, with operating income margin declining to 3% from 9% in the previous quarter [14] - Offshore Projects Group (OPG) operating income margin declined to 1% in Q1 2022 from 8% in the previous quarter due to cost overruns [15] - Aerospace and Defense Technologies (AdTech) operating income margin improved to 15% from 13% in the previous quarter despite slightly lower revenue [16] Market Data and Key Metrics Changes - ROV days on hire were 11,842 in Q1 2022, down from 12,747 in Q4 2021, with fleet utilization at 53%, slightly down from 55% [12][13] - The book-to-bill ratio was 1.2 for the trailing 12 months, compared to 1.1 for the year ended December 31, 2021 [15] Company Strategy and Development Direction - The company is focused on increasing activity levels and pricing improvements, with expectations for a robust ramp-up in activity throughout 2022 [6][31] - There is a continued emphasis on expanding into new geographies and adding new customers, particularly in the IMBS segment [26] - The company is pursuing opportunities in energy transition and non-energy markets to support sustainable growth [31][32] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the macro drivers supporting increased activity and pricing improvements, with expectations for significant improvement in Q2 2022 [6][18] - The company anticipates higher revenue and operating results across various segments, particularly in SSR and OPG, due to seasonal activity increases [20][21] - Management acknowledged challenges such as inflation, hiring, and supply chain issues but emphasized effective management of these challenges [32] Other Important Information - The company reported a cash reduction of $100 million in Q1 2022, ending the quarter with $438 million in cash and cash equivalents [17][29] - The company replaced its credit facility with a new $215 million senior secured revolving credit facility, enhancing financial flexibility [29] Q&A Session Summary - No questions were raised during the Q&A session, and the call concluded without further inquiries [34][35]

[Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Oceaneering International, Inc. as of March 31, 2022, and for the three-month period then ended [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet shows a slight decrease in total assets to **$1.90 billion** as of March 31, 2022, from **$1.96 billion** at year-end 2021, driven by a reduction in cash and cash equivalents, with total equity also decreasing marginally from **$511.0 million** to **$502.1 million** Consolidated Balance Sheet Data (in thousands) | (in thousands) | Mar 31, 2022 (unaudited) | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $1,142,721 | $1,188,003 | | **Total Assets** | **$1,901,997** | **$1,962,859** | | **Total Current Liabilities** | $465,435 | $501,161 | | **Long-term debt** | $701,808 | $702,067 | | **Total Liabilities** | $1,399,942 | $1,451,835 | | **Total Equity** | **$502,055** | **$511,024** | | **Total Liabilities and Equity** | **$1,901,997** | **$1,962,859** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) For Q1 2022, the company reported a net loss of **$19.2 million**, or **($0.19)** per share, on revenue of **$446.2 million**, with gross margin decreasing and an operating loss of **$1.0 million** compared to an operating income in the prior year Consolidated Statements of Operations Data (in thousands, except per share data) | (in thousands, except per share data) | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | | :--- | :--- | :--- | | **Revenue** | $446,159 | $437,553 | | **Gross margin** | $45,480 | $56,657 | | **Income (loss) from operations** | $(1,039) | $13,783 | | **Net Income (Loss)** | **$(19,210)** | **$(9,365)** | | **Diluted Earnings (loss) per share** | **$(0.19)** | **$(0.09)** | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flows from operating activities resulted in an **$80.5 million** net use in Q1 2022, a significant change from the prior year, primarily due to working capital changes, leading to a **$100.1 million** decrease in cash and cash equivalents Consolidated Statements of Cash Flows Data (in thousands) | (in thousands) | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | | :--- | :--- | :--- | | **Net Cash Provided by (Used in) Operating Activities** | $(80,501) | $(1,723) | | **Net Cash Provided by (Used in) Investing Activities** | $(19,283) | $(5,007) | | **Net Cash Provided by (Used in) Financing Activities** | $(2,202) | $(1,806) | | **Net Increase (Decrease) in Cash and Cash Equivalents** | $(100,095) | $(9,273) | | **Cash and Cash Equivalents—End of Period** | $438,019 | $442,743 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on revenue recognition, segment performance, debt structure, commitments, and a significant subsequent event regarding a new credit facility, essential for understanding the company's financial health - Total revenue for Q1 2022 was **$446.2 million**, with Energy Services and Products contributing **$364.6 million** and Aerospace and Defense Technologies contributing **$81.5 million**, and the majority of revenue (**$417.0 million**) is recognized over time[57](index=57&type=chunk) - As of March 31, 2022, the company had total long-term debt of **$701.8 million**, primarily consisting of **$400 million** in 4.650% Senior Notes due 2024 and **$300 million** in 6.000% Senior Notes due 2028[77](index=77&type=chunk) - The Energy Services and Products business generated operating income of **$18.4 million** in Q1 2022, a decrease from **$28.7 million** in Q1 2021, and the Aerospace and Defense Technologies segment's operating income also decreased to **$11.8 million** from **$16.8 million** year-over-year[105](index=105&type=chunk) - Subsequent to the quarter's end, on April 8, 2022, the company entered into a new senior secured revolving credit facility of **$215 million**, maturing in April 2026, which replaced the prior credit facility[109](index=109&type=chunk)[110](index=110&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2022 financial results, attributing the operating loss to higher preparatory costs for anticipated activity ramp-up, covering segment performance, liquidity, capital expenditure plans, and debt profile [Overview of Results and Guidance](index=23&type=section&id=Overview%20of%20Results%20and%20Guidance) Q1 2022 resulted in a diluted loss per share of **($0.19)**, impacted by higher costs for hiring, training, and equipment mobilization, though all operating segments generated positive income, with a robust ramp-up in activity and pricing expected for the remainder of 2022 - Q1 2022 diluted loss per share was **$(0.19)**, compared to **$(0.09)** in Q1 2021[117](index=117&type=chunk) - Results were negatively impacted by higher costs for hiring, training, and equipment mobilization in preparation for significant expected activity increases for the remainder of 2022[117](index=117&type=chunk) - A robust ramp-up in activity and pricing improvements are expected starting in Q2 2022, with significantly higher activity anticipated in Subsea Robotics and OPG segments[119](index=119&type=chunk) [Results of Operations by Segment](index=24&type=section&id=Results%20of%20Operations%20by%20Segment) Consolidated operating loss was **$1.0 million** in Q1 2022, with Energy Services and Products operating income falling to **$18.4 million** due to lower OPG results and higher preparatory costs, while ADTech segment's operating income also declined Operating Income (Loss) by Segment (in thousands) | Operating Income (Loss) by Segment (in thousands) | Mar 31, 2022 | Mar 31, 2021 | Dec 31, 2021 | | :--- | :--- | :--- | :--- | | Subsea Robotics | $11,552 | $14,619 | $21,012 | | Manufactured Products | $2,643 | $2,753 | $(20,228) | | Offshore Projects Group | $666 | $8,813 | $6,754 | | Integrity Management & Digital Solutions | $3,508 | $2,474 | $6,015 | | **Total Energy Services and Products** | **$18,369** | **$28,659** | **$13,553** | | Aerospace and Defense Technologies | $11,844 | $16,839 | $10,562 | | Unallocated Expenses | $(31,252) | $(31,715) | $(36,687) | | **Total Operating Income (Loss)** | **$(1,039)** | **$13,783** | **$(12,572)** | - Subsea Robotics ROV utilization was stable at **53%** year-over-year, but operating income decreased due to increased costs for hiring, training, and asset preparedness[126](index=126&type=chunk)[128](index=128&type=chunk) - Manufactured Products backlog increased to **$334 million** from **$318 million** at the end of 2021, with a trailing 12-month book-to-bill ratio of **1.2**[131](index=131&type=chunk) - Offshore Projects Group (OPG) operating results were significantly lower due to cost overruns on a project and schedule changes affecting vessel utilization[131](index=131&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains adequate liquidity with **$438 million** in cash and a new **$215 million** revolving credit facility, despite operating activities using **$80.5 million** in cash in Q1 2022, with projected 2022 capital expenditures between **$70 million** and **$90 million** - As of March 31, 2022, the company had working capital of **$677 million**, including **$438 million** in cash and cash equivalents[145](index=145&type=chunk) - Net cash used in operating activities was **$80.5 million**, driven by increases in accounts receivable and inventory, and decreases in current liabilities reflecting timing of payments[148](index=148&type=chunk)[149](index=149&type=chunk) - In April 2022, the company replaced its prior credit facility with a new **$215 million** senior secured revolving credit facility maturing in 2026[145](index=145&type=chunk) - Projected organic capital expenditures for the full year 2022 are estimated to be in the range of **$70 million** to **$90 million**[151](index=151&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rate changes and foreign currency fluctuations, primarily related to the Angolan kwanza, which is mitigated by holding U.S. dollar-equivalent Angolan central bank bonds - The company is exposed to market risks from interest rate changes and foreign exchange rates, but does not believe these risks are material, except for its exposure in Angola[161](index=161&type=chunk) - Foreign currency transaction gains in Q1 2022 were **$0.4 million**, primarily related to the Angolan kwanza, which compares to a loss of **$(1.9) million** in Q1 2021[163](index=163&type=chunk) - To mitigate currency risk in Angola, the company holds **$6.2 million** in U.S. dollar-equivalent Angolan central bank bonds[165](index=165&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2022, with no material changes in internal control over financial reporting during the quarter - Based on an evaluation as of the end of the reporting period, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[167](index=167&type=chunk) - No changes occurred in the company's internal control over financial reporting during the first quarter of 2022 that have materially affected, or are reasonably likely to materially affect, these controls[168](index=168&type=chunk) [Part II - Other Information](index=35&type=section&id=Part%20II%20-%20Other%20Information) [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings in the ordinary course of business, with management believing that the ultimate liability will not materially affect its consolidated financial condition, results of operations, or cash flows - The company is, from time to time, involved in litigation or subject to disputes related to its business activities, including performance-related matters and various claims[84](index=84&type=chunk)[171](index=171&type=chunk) - Management believes that the ultimate liability from these actions will not have a material adverse effect on the company's financial condition, results of operations, or cash flows[84](index=84&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section provides an index of all exhibits filed with or incorporated by reference into the Form 10-Q report, including corporate governance documents, material contracts, and officer certifications - This section lists the exhibits filed with the report, including the Restated Certificate of Incorporation, Bylaws, various compensation agreements, the new Credit Agreement dated April 8, 2022, and officer certifications[172](index=172&type=chunk) [Signatures](index=36&type=section&id=Signatures) The report is formally concluded with the signatures of the company's authorized officers, affirming the report's contents as per the requirements of the Securities Exchange Act of 1934 - The report was duly signed on April 29, 2022, by Roderick A. Larson (President and CEO), Alan R. Curtis (SVP and CFO), and Witland J. LeBlanc, Jr. (VP and Chief Accounting Officer)[175](index=175&type=chunk)[176](index=176&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ 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) Delawar ...

Financial Data and Key Metrics Changes - For the full year 2021, the company achieved adjusted EBITDA of $211 million, exceeding the guidance midpoint by 14% [5][19] - The cash position increased by $86 million to $538 million by the end of 2021, with $126 million of free cash flow generated in Q4 2021 [5][19] - The net debt-to-adjusted EBITDA ratio decreased from 1.9 at the end of 2020 to 0.8 at the end of 2021 [25] Business Segment Data and Key Metrics Changes - Subsea Robotics (SSR) operating income improved sequentially despite lower revenue, with an EBITDA margin of 31% in Q4 2021, up from 29% in Q3 2021 [10][11] - Manufactured Products revenue for Q4 2021 was $103 million, a 37% increase from Q3 2021, with an adjusted operating income margin of 9% [13] - Offshore Projects Group (OPG) revenue declined by 11% in Q4 2021 due to seasonality, but operating income margin remained consistent at 8% [14] - Integrity Management and Digital Solutions (IMDS) saw an increase in operating income margin to 10% in Q4 2021 from 9% in Q3 2021 [15] - Aerospace and Defense Technologies (ADTech) experienced a decline in operating income margin to 13% due to changes in project mix [16] Market Data and Key Metrics Changes - Brent pricing forecasted to reach nearly $90 per barrel in 2022, supporting increased E&P, OpEx, and CapEx spending [29][30] - Rystad forecasts a 55% increase in tree awards in 2022, indicating growing demand in the offshore sector [29] - Offshore wind CapEx and OpEx spending projected to average around $50 billion per year in 2022 and 2023, an 85% increase from previous years [30] Company Strategy and Development Direction - The company aims to generate positive free cash flow of $75 million to $125 million in 2022, with EBITDA projected between $225 million and $275 million [6][33] - Focus on developing technologies for cleaner and safer hydrocarbon production while increasing investments in new markets, including energy transition and digital asset management [33] - The company plans to maintain capital discipline with organic capital expenditures projected between $70 million and $90 million for 2022 [34] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about market fundamentals driving increased activity across all segments in 2022 [5][6] - The first quarter of 2022 is expected to be significantly lower compared to Q4 2021 due to seasonality and uncertainties regarding U.S. government appropriations [31][40] - Management highlighted the importance of maintaining competitive advantages in ROV services through reverse compatibility and efficient capital use [52] Other Important Information - The company reported a total recordable incident rate (TRIR) of 0.4 for 2021, consistent with record performance in 2020 [24] - Sustainability initiatives include hiring an environmental consulting firm to gather greenhouse gas emissions data and establishing a baseline for future emissions reductions [26][27] Q&A Session Summary Question: How realistic is the guidance given the macro environment? - Management acknowledged potential upside if oil prices remain high, but noted challenges related to equipment availability [50] Question: What is the capital intensity of maintaining competitive dominance in ROV services? - Management emphasized the ability to upgrade existing ROVs at lower costs due to high levels of equipment reuse [52] Question: What is the outlook for shareholder distributions? - Management indicated that decisions on shareholder distributions are currently TBD, focusing on growth opportunities first [62] Question: Will more discrete contract project work be needed for OPG to meet 2022 outlook? - Management stated that both speculative work and discrete opportunities are necessary for robust activity in OPG [65]