Part I [Business](index=4&type=section&id=Item%201.%20Business) Oceaneering is a global technology company providing engineered services and robotic solutions across offshore energy, defense, and other industries - Oceaneering is a global technology company operating through five segments: Subsea Robotics, Manufactured Products, Offshore Projects Group, Integrity Management & Digital Solutions, and Aerospace and Defense Technologies[15](index=15&type=chunk)[16](index=16&type=chunk) - Foreign operations generated approximately **$1.4 billion**, representing **58% of total revenue** for 2023[15](index=15&type=chunk) - The company leads in underwater services, operating the world's largest fleet of **250 work-class ROVs** and holding an estimated **61% market share** of contracted floating drilling rigs as of year-end 2023[15](index=15&type=chunk)[28](index=28&type=chunk) - Strategic focus includes developing technologies for cleaner hydrocarbon production and expanding into energy transition markets such as offshore wind, hydrogen, and carbon capture[17](index=17&type=chunk)[26](index=26&type=chunk) Revenue by Business Segment (2021-2023) | Business Segment | 2023 Revenue (USD thousands) | 2022 Revenue (USD thousands) | 2021 Revenue (USD thousands) | | :--- | :--- | :--- | :--- | | Subsea Robotics | $752,521 | $621,921 | $538,515 | | Manufactured Products | $493,692 | $382,361 | $344,251 | | Offshore Projects Group | $546,366 | $489,317 | $378,121 | | Integrity Management & Digital Solutions | $255,282 | $229,884 | $241,393 | | Aerospace and Defense Technologies | $376,845 | $342,601 | $366,995 | Consolidated Backlog (as of Dec 31) | Segment | 2023 Backlog (in millions USD) | 2022 Backlog (in millions USD) | | :--- | :--- | :--- | | Subsea Robotics | $782 | $771 | | Manufactured Products | $622 | $467 | | Offshore Projects Group | $355 | $239 | | Integrity Management & Digital Solutions | $332 | $281 | | Aerospace and Defense Technologies | $236 | $189 | | **Total** | **$2,327** | **$1,947** | - The top five customers accounted for **36% of consolidated revenue** in 2023, with the U.S. Government being the only customer exceeding **10% of total revenue**[44](index=44&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the cyclical offshore energy market, climate change impacts, international operations, and cybersecurity threats - The business is highly dependent on the historically cyclical offshore oil and gas industry, sensitive to price volatility[96](index=96&type=chunk) - Climate change trends pose risks including decreased long-term oil and gas demand, increased competition for lower-emission products, and physical operational risks from extreme weather[98](index=98&type=chunk)[101](index=101&type=chunk)[108](index=108&type=chunk) - International operations, representing **58% of revenue**, are exposed to economic downturns, political instability, currency fluctuations, and complex foreign regulations[102](index=102&type=chunk) - The company's backlog does not guarantee future revenue, as projects may be canceled, delayed, or have their scope altered[105](index=105&type=chunk)[106](index=106&type=chunk) - Cybersecurity threats to IT and OT systems pose significant risks, potentially causing operational disruptions, data loss, and financial damage[143](index=143&type=chunk)[144](index=144&type=chunk) - Increasing public and investor scrutiny on ESG matters could adversely affect business operations and access to capital[123](index=123&type=chunk) [Cybersecurity](index=29&type=section&id=Item%201C.%20Cybersecurity) Oceaneering integrates cybersecurity into its enterprise risk management, adhering to standards like NIST and CMMC, with no material incidents to date - Cybersecurity risk management is integrated into the company's broader framework, aligning with NIST and CMMC standards[160](index=160&type=chunk) - The Board's Audit Committee oversees cybersecurity risk, receiving regular updates on threats, initiatives, and compliance[168](index=168&type=chunk) - The company engages external cybersecurity consultants for audits, vulnerability assessments, and incident response testing[161](index=161&type=chunk)[163](index=163&type=chunk) - To date, the company has not experienced any cybersecurity incidents that have materially affected or are reasonably likely to materially affect its operations[165](index=165&type=chunk) [Properties](index=32&type=section&id=Item%202.%20Properties) Oceaneering maintains a global network of office, shop, and yard facilities, with key locations in Louisiana, Texas, and the U.K - The company owns or leases numerous worldwide facilities, deemed suitable and adequate for current operations[169](index=169&type=chunk) - Key Energy business support locations include Morgan City, Houston, Aberdeen, Stavanger, Rio de Janeiro, and Luanda[170](index=170&type=chunk)[171](index=171&type=chunk) - ADTech segment's primary facilities are in Hanover, Maryland, with additional support offices in Chesapeake and Houston[172](index=172&type=chunk) [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal matters, with management expecting no material adverse effect on financial condition or results - Information on legal proceedings is incorporated by reference from Note 9—"Commitments and Contingencies" in the Notes to Consolidated Financial Statements[175](index=175&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[176](index=176&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=34&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Oceaneering's common stock trades on the NYSE, with no dividends since 2017 and a share repurchase program with no recent activity - The company's common stock is listed on the NYSE under the trading symbol 'OII'[179](index=179&type=chunk) - No quarterly dividends have been declared since **2017**, with future payments contingent on Board considerations[180](index=180&type=chunk) - A share repurchase program for up to **10 million shares** was approved in 2014, with **2.0 million shares** repurchased for **$100 million** by December 2015, and no further repurchases since[181](index=181&type=chunk) [Reserved](index=36&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Oceaneering's 2023 financial performance improved significantly, driven by increased energy segment activity and strong liquidity, with a key debt refinancing completed [Overview of Our Results](index=39&type=section&id=Overview%20of%20Our%20Results) Oceaneering reported a 17% revenue increase to **$2.4 billion** in 2023, with net income rising to **$97.4 million**, driven by higher activity across all energy segments Financial Performance Summary (2022 vs. 2023) | Metric | 2023 (USD thousands) | 2022 (USD thousands) | | :--- | :--- | :--- | | Revenue | $2,424,706 | $2,066,084 | | Gross Margin | $398,971 (16%) | $307,377 (15%) | | Operating Income | $181,328 (7%) | $110,863 (5%) | | Net Income | $97,403 | $25,941 | - The increase in 2023 operating and net income was primarily due to higher revenue across all segments from increased energy market activity[197](index=197&type=chunk) ROV Market Indicators | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Average floating rigs under contract | 147 | 137 | | ROV days on hire (in thousands) | 62 | 56 | | ROV utilization | 68% | 62% | [Outlook](index=40&type=section&id=Outlook) The company anticipates improved 2024 financial results, driven by positive market fundamentals, strong backlog, and expected operating income growth across all segments - 2024 financial results are expected to improve year-over-year, with increased operating income across all segments, led by Subsea Robotics and OPG[201](index=201&type=chunk) - Manufactured Products backlog increased by **33%** to **$622 million** as of December 31, 2023, supporting improved 2024 results[203](index=203&type=chunk) - ADTech operating results are projected to be slightly higher in 2024 due to increased revenue, with growth anticipated across all three government-focused businesses[205](index=205&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) In 2023, most Energy segments showed improved operating results, with Subsea Robotics and Manufactured Products leading growth, while IMDS saw a slight decrease Subsea Robotics Performance | Metric | 2023 (USD thousands) | 2022 (USD thousands) | | :--- | :--- | :--- | | Revenue | $752,521 | $621,921 | | Operating Income | $174,293 | $118,248 | | ROV Utilization | 68% | 62% | Manufactured Products Performance | Metric | 2023 (USD thousands) | 2022 (USD thousands) | | :--- | :--- | :--- | | Revenue | $493,692 | $382,361 | | Operating Income | $35,551 | $11,692 | | Backlog at year-end | $622,000 | $467,000 | Offshore Projects Group (OPG) Performance | Metric | 2023 (USD thousands) | 2022 (USD thousands) | | :--- | :--- | :--- | | Revenue | $546,366 | $489,317 | | Operating Income | $64,546 | $49,256 | Integrity Management & Digital Solutions (IMDS) Performance | Metric | 2023 (USD thousands) | 2022 (USD thousands) | | :--- | :--- | :--- | | Revenue | $255,282 | $229,884 | | Operating Income | $13,373 | $14,901 | Aerospace and Defense Technologies (ADTech) Performance | Metric | 2023 (USD thousands) | 2022 (USD thousands) | | :--- | :--- | :--- | | Revenue | $376,845 | $342,601 | | Operating Income | $45,003 | $44,168 | [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2023, Oceaneering maintained strong liquidity with **$462 million** in cash and a **$215 million** undrawn credit facility, and completed a **$400 million** debt repurchase Cash Flow Summary | (in thousands USD) | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $209,955 | $120,883 | | Net Cash Used in Investing Activities | ($86,353) | ($76,865) | | Net Cash Used in Financing Activities | ($227,297) | ($1,862) | | **Net (Decrease) Increase in Cash** | **($107,179)** | **$30,631** | - As of December 31, 2023, the company had **$573 million** in working capital, including **$462 million** in cash and **$215 million** in unused revolving credit commitments[230](index=230&type=chunk) - In 2023, the company repurchased the entire **$400 million** outstanding principal of its 2024 Senior Notes, funded by cash and **$200 million** from new 2028 Senior Notes[232](index=232&type=chunk)[239](index=239&type=chunk)[245](index=245&type=chunk) - Capital expenditures are projected to be between **$110 million** and **$130 million** in 2024, up from **$101 million** in 2023[238](index=238&type=chunk) [Critical Accounting Policies and Estimates](index=51&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management identifies critical accounting policies including revenue recognition for fixed-price contracts, impairment testing of long-lived assets, and income tax accounting, all requiring significant judgment and estimates - Revenue for significant fixed-price contracts is recognized over time using the cost-to-cost input method, requiring significant estimates of total project costs[257](index=257&type=chunk) - The company periodically reviews long-lived assets for impairment using estimates of future performance and market conditions, with no impairments recorded in 2023 or 2022[259](index=259&type=chunk)[261](index=261&type=chunk) - Income tax provisions require significant judgment in interpreting tax laws and assessing the need for valuation allowances against deferred tax assets[262](index=262&type=chunk)[264](index=264&type=chunk) [Contractual Obligations](index=54&type=section&id=Contractual%20Obligations) As of December 31, 2023, Oceaneering had total contractual obligations of approximately **$1.48 billion**, primarily comprising long-term debt, purchase obligations, and operating lease liabilities Contractual Obligations as of December 31, 2023 | (dollars in thousands USD) | Total | 2024 | 2025-2026 | 2027-2028 | After 2028 | | :--- | :--- | :--- | :--- | :--- | :--- | | Long-term Debt | $500,000 | $— | $— | $500,000 | $— | | Purchase Obligations | $476,142 | $462,677 | $8,579 | $4,438 | $448 | | Operating Lease Liabilities | $459,555 | $97,549 | $158,408 | $59,232 | $144,366 | | Other Long-term Obligations | $40,305 | $116 | $281 | $361 | $39,547 | | **TOTAL** | **$1,476,002** | **$560,342** | **$167,268** | **$564,031** | **$184,361** | [Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate changes and foreign currency fluctuations, particularly the Angolan kwanza, which devalued by **40%** in 2023 - The company's primary market risks are interest rate changes and foreign currency fluctuations[268](index=268&type=chunk) - Significant foreign currency exposure exists with the Angolan kwanza, which devalued by **40%** in 2023, with the company holding **$8.1 million** in kwanza cash at year-end[270](index=270&type=chunk)[271](index=271&type=chunk) - The company's remaining Angolan bonds, used to mitigate currency risk, matured on September 1, 2023, yielding cash proceeds of **$6.2 million**[272](index=272&type=chunk) [Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for the three years ended December 31, 2023, along with the independent auditor's report - The financial statements were audited by Ernst & Young LLP, which issued an unqualified opinion, affirming fair presentation in conformity with U.S. GAAP[325](index=325&type=chunk) - The auditor's report identified revenue recognition using the cost-to-cost method as a critical audit matter due to significant estimation requirements for project completion costs[329](index=329&type=chunk)[331](index=331&type=chunk) [Notes to Consolidated Financial Statements](index=72&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on accounting policies, financial statement line items, including revenue disaggregation, debt, lease liabilities, and segment performance Revenue by Geographic Area (2023) | Geographic Area | 2023 Revenue (USD thousands) | | :--- | :--- | | Total Foreign | $1,394,325 | | United States | $1,030,381 | | **Total** | **$2,424,706** | Long-Term Debt (as of Dec 31, 2023) | (in thousands USD) | Amount | | :--- | :--- | | 6.000% Senior Notes due 2028 | $500,000 | | Unamortized discount and debt issuance costs | ($22,942) | | **Long-term Debt** | **$477,058** | - As of December 31, 2023, the company had total operating lease liabilities of **$371.6 million**[401](index=401&type=chunk) - As of December 31, 2023, the company had a valuation allowance of **$664 million** against its deferred tax assets, indicating a likelihood that a portion will not be realized[405](index=405&type=chunk) - In 2021, the company terminated contracts with China Evergrande Group, resulting in a net loss that included a **$49 million** reserve on receivables and contract assets[354](index=354&type=chunk)[440](index=440&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=56&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure during the reporting period - None[275](index=275&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with an unqualified auditor opinion - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[277](index=277&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023[281](index=281&type=chunk) - Ernst & Young LLP issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023[285](index=285&type=chunk) [Other Information](index=58&type=section&id=Item%209B.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements during the fourth quarter of 2023 - No director or executive officer adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended December 31, 2023[292](index=292&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=58&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[293](index=293&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section incorporates information on directors, executive officers, and corporate governance by reference from the company's 2024 proxy statement - Information regarding directors, corporate governance, and the audit committee is incorporated by reference from the company's 2024 proxy statement[293](index=293&type=chunk)[294](index=294&type=chunk) [Executive Compensation](index=58&type=section&id=Item%2011.%20Executive%20Compensation) This section incorporates information regarding executive and director compensation by reference from the company's 2024 proxy statement - Information required by this item is incorporated by reference from the company's 2024 proxy statement[297](index=297&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=58&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership by management and beneficial owners is incorporated by reference from the 2024 proxy statement Equity Compensation Plan Information as of December 31, 2023 | Plan Category | Securities to be issued upon exercise | Weighted-average exercise price | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 2,285,310 | N/A | 1,862,571 | | Equity compensation plans not approved by security holders | — | N/A | — | | **Total** | **2,285,310** | **N/A** | **1,862,571** | [Certain Relationships and Related Transactions, and Director Independence](index=59&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section incorporates information regarding related party transactions and director independence by reference from the company's 2024 proxy statement - Information required by this item is incorporated by reference from the company's 2024 proxy statement[302](index=302&type=chunk) [Principal Accounting Fees and Services](index=59&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section incorporates information regarding fees paid to the principal accountant, Ernst & Young LLP, by reference from the company's 2024 proxy statement - Information required by this item is incorporated by reference from the company's 2024 proxy statement[303](index=303&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=60&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K report, including the independent auditor's report - This item lists all financial statements, schedules, and exhibits filed with the report, including the Certificate of Incorporation, Bylaws, debt indentures, and various material contracts[305](index=305&type=chunk)[307](index=307&type=chunk)[308](index=308&type=chunk) [Form 10-K Summary](index=62&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to include a summary of this report - Oceaneering has elected not to include a summary of this report[313](index=313&type=chunk)

Financial Data and Key Metrics - The company generated $153 million in cash from operating activities in Q4 2023, with free cash flow of $119 million after $34 million in capital expenditures [2] - Consolidated 2023 operating income improved by $70.5 million to $181 million, and adjusted EBITDA increased by $56.4 million to $289 million [7] - The company retired $400 million of 2024 notes and issued a $200 million add-on to its 2028 debt, reducing long-term debt from $700 million in 2022 to $500 million in 2023 [2][10] - Cash balance at the end of 2023 was $462 million, with the nearest debt maturity of $500 million in February 2028 [2][10] Business Segment Performance - SSR segment saw a 32% EBITDA margin in Q4 2023, up from 31% in Q3 2023, driven by improved ROV pricing [3] - Manufactured products revenue increased by 8% in Q4 2023 to $133 million, but operating income margin declined to 4% due to project mix changes and startup costs [5] - ADTech segment operating income margin declined to 12% in Q4 2023 due to project mix changes [6] - OPG segment revenue improved in Q4 2023, but operating income margin declined to 9% from 18% in Q3 2023 due to project mix and pricing changes [82] Market and Industry Outlook - The company expects positive free cash flow of $110 million to $150 million and EBITDA of $330 million to $380 million in 2024 [1] - The autonomous forklift market is projected to grow by over 10% year-over-year, with the mobile robotics industry expected to grow by over 20% by 2030 [12] - The company anticipates improved pricing and margins in energy-focused businesses and stable pricing in government-focused businesses in 2024 [13] Strategic Direction and Competition - The company is focusing on leveraging its digital and robotics expertise to improve efficiency and reduce carbon emissions [11] - It acquired an uncrewed surface vessel (USV) to enhance its survey capabilities and saw a 266% increase in orders for its MaxMover autonomous forklift in 2023 [8] - The company secured a five-year contract with Petrobras for DPR systems, strengthening its presence in Brazil [85] Management Commentary on Operating Environment and Future Prospects - Management expects government-related markets to remain stable with modest growth, while offshore renewables and greenhouse gas reduction initiatives present growth opportunities [12] - The company anticipates improved ROV pricing, with potential to reach $11,000 per day by the end of 2024 [33][109] - Management highlighted the importance of operational efficiency and cost absorption in improving margins for manufactured products [110] Other Important Information - The company achieved 99% uptime in its SSR drill support ROV operations in 2023 and successfully completed its first commercial project using the Freedom hybrid ROV/AUV [67] - The ADTech segment secured contracts for space systems and defense technologies, including submarine rescue systems and ROVs [68] - The company published its 2022 Scope 1 and Scope 2 emissions report and established greenhouse gas reduction targets as part of its sustainability initiatives [70] Q&A Session Summary Question: ROV Pricing Trends - Management expects ROV pricing to continue improving, potentially reaching close to $11,000 per day by the end of 2024, depending on work mix and regional margins [33][109] Question: Autonomous Forklift Market Growth - The company anticipates 10% growth in the autonomous forklift market in 2024, with orders for 205 forklifts in 2023, a 266% increase over 2022 [8][37] Question: Manufactured Products Backlog and Margins - The company expects manufactured products revenue to remain flat in 2024, with margins improving in 2025 and 2026 as new strategies are implemented [110][95] Question: Shareholder Returns - Management is considering a share repurchase program in Q2 2024, pending board approval [26][40] Question: Manufactured Products Order Trends - The company expects manufactured products orders to remain at 2023 levels or slightly higher, with a focus on improving margins in the energy business [113][95]

Financial Performance - Net income for Q4 2023 was $44.5 million, or $0.43 per share, on revenue of $655 million, representing a 22% increase in revenue compared to Q4 2022[3][5]. - Revenue for Q4 2023 reached $654.6 million, a 22% increase from $536.2 million in Q4 2022[26]. - For the year ended December 31, 2023, total revenue reached $2,424,706 thousand, representing an increase from $2,066,084 thousand in 2022, which is a growth of approximately 17.3%[52]. - Net income for the year ended December 31, 2023, was $97.4 million, compared to $25.9 million in 2022, representing a significant increase[26]. - For the three months ended December 31, 2023, the net income was $44,529 thousand with a diluted EPS of $0.43, compared to a net income of $23,128 thousand and diluted EPS of $0.23 for the same period in 2022, representing an increase of 92% in net income year-over-year[35]. - The adjusted net income for the year ended December 31, 2023, was $81,949 thousand with a diluted EPS of $0.80, compared to $31,111 thousand and $0.31 diluted EPS for 2022, indicating a significant increase of 163% in adjusted net income[36]. EBITDA and Margins - Adjusted EBITDA for Q4 2023 was $75.1 million, slightly above the midpoint of the guidance range, with a consolidated adjusted EBITDA margin of approximately 11.5%[6][9]. - Adjusted EBITDA for the year ended December 31, 2023, was $289,046 thousand, compared to $232,638 thousand for the previous year, reflecting a year-over-year growth of 24%[39]. - The EBITDA margin for the three months ended December 31, 2023, was 12%, compared to 11% for the same period in 2022, showing a slight improvement in profitability[39]. - The EBITDA margin for 2023 was 12%, consistent with the previous year, demonstrating stable operational efficiency[52]. - The adjusted EBITDA margin remained stable at 12% for both 2023 and 2022, reflecting consistent operational performance[52]. Cash Flow and Capital Expenditures - Free cash flow for 2023 increased to $109 million, compared to $39.8 million in 2022, contributing to a reduction in long-term debt from $700 million at the end of 2022 to $500 million at the end of 2023[8][6]. - Capital expenditures for 2023 were $101 million, up from $81 million in 2022, with expectations for 2024 capital expenditures to be between $110 million and $130 million[8][12]. - The projected free cash flow for the year ending December 31, 2024, is estimated to be between $110,000 thousand and $150,000 thousand, reflecting continued strong cash flow generation[46]. Segment Performance - Subsea Robotics segment revenue increased to $199.5 million, a 19% rise from $167.4 million in Q4 2022[28]. - The revenue from the SSR segment was $752,521 thousand in 2023, showing a strong performance compared to $621,921 thousand in 2022, an increase of approximately 20.9%[52]. - The IMDS segment revenue was $546,366 thousand in 2023, up from $489,317 thousand in 2022, indicating a growth of about 11.7%[52]. - The MP segment's revenue for Q4 2023 was $132.994 million, up from $100.174 million in Q4 2022, marking a growth of approximately 32.8%[48]. Operational Metrics - The company reported a book-to-bill ratio of 1.31 for the full year of 2023, indicating strong demand relative to revenue[11]. - The average revenue per day on hire for Remotely Operated Vehicles (ROV) was $9,618 in Q4 2023, a 3% increase from Q3 2023, with a fleet count of 250 and utilization at 68%[6][10]. - Operating income margin for the total company was 7% for Q4 2023, compared to 5% in Q4 2022[28]. - Operating income margin for the Offshore Projects Group (OPG) declined to 9% in Q4 2023, primarily due to changes in project mix and pricing[12][13]. - ROV utilization in the Subsea Robotics segment was 68% for Q4 2023, up from 62% in Q4 2022[28]. Expenses and Adjustments - Unallocated expenses for Q4 2023 were $37.9 million, lower than in the previous quarter, reflecting improved cost management[15]. - The total unallocated expenses for Q4 2023 were $37.949 million, compared to $33.575 million in Q4 2022, indicating an increase in overhead costs[48]. - The company experienced foreign currency losses of $2.275 million in Q4 2023, which impacted the overall adjusted EBITDA[48]. - The company experienced foreign currency losses of $1,359 thousand in 2023, compared to minimal losses in 2022, which may impact future earnings[52].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 ...

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, 2023 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 ...

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 March 31, 2023 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) De ...

Business Operations and Market Conditions - The company has outlined various forward-looking statements regarding its business operations and market conditions, emphasizing the inherent risks and uncertainties involved[72]. - Key factors affecting the energy industry include global demand for oil and natural gas, production growth, and the supply and demand for offshore drilling rigs[73]. - The ongoing transition to alternative energy sources and inflationary pressures are significant trends that may affect the company's operations and financial performance[73]. - The company has experienced adverse impacts from the COVID-19 pandemic, which has influenced customer and supplier responses[73]. - The availability and increased costs of chartered vessels are critical factors that could affect operational efficiency and profitability[73]. - The company derives most of its revenue from the offshore oil and gas industry, which is historically cyclical and significantly affected by oil and gas price volatility[95]. - Approximately 53% of the company's consolidated revenue in 2022 was attributable to international operations, exposing it to various geopolitical and economic risks[101]. - The company faces risks related to project cancellations and scope adjustments, which could materially affect its backlog and future revenue[104]. - The company’s backlog is subject to unexpected adjustments and cancellations, making it an uncertain indicator of future revenue and earnings[104]. - Significant project terminations or suspensions could adversely impact the company's financial condition and results of operations[105]. - The company faces competition from new market entrants and technological changes that could affect demand for its products and services[95]. - The company is exposed to risks from foreign operations, including economic downturns and public health crises, which could limit access to markets[101]. Regulatory and Compliance Risks - The company is subject to risks related to government spending and funding decisions, particularly from the U.S. Government, which could impact its government business activities[73]. - Climate change and related regulations could lead to increased operating costs and reduced demand for the company's services and products, particularly in the Energy business[109]. - The Inflation Reduction Act imposes a charge on methane emissions, which could indirectly impact demand for the company's goods and services[111]. - Legislative and regulatory responses to climate change may increase compliance costs and operational restrictions, potentially reducing the need for the company's products and services[112]. - Changes in laws and regulations, particularly in the offshore oil and gas industry, may increase operating costs and affect operations[117]. - Environmental compliance issues could lead to substantial costs and liabilities, particularly with increasing focus on climate change regulations[119]. - The Inflation Reduction Act (IRA) includes a 15% corporate minimum tax for companies with adjusted financial statement income exceeding $1 billion, which may impact financial statements[118]. Financial Risks - Inflation and rising interest rates in 2022 have increased costs of materials and labor, potentially reducing profit margins[123]. - Limited access to capital markets could hinder the company's growth strategy and ability to capitalize on business opportunities[124]. - Future acquisitions may require additional financing, which may not be available on favorable terms, impacting growth strategy[128]. - The company maintains cash balances and short-term investments primarily in accounts held by major banks, which may exceed available insurance, posing a risk of temporary liquidity crisis[126]. - The company may issue preferred stock that could adversely affect the voting power or value of common stock, impacting shareholder interests[150]. Cybersecurity and Data Privacy Risks - Cybersecurity risks continue to grow, posing threats to IT and OT systems, which could materially affect the company's financial condition and operations[140]. - The company may incur additional costs to enhance IT or OT systems to prevent or remediate cyberattacks, which could disrupt business operations[141]. - Compliance with evolving data privacy laws, such as GDPR and CCPA, may lead to increased costs and operational challenges[143]. - The company faces potential penalties and legal liabilities for non-compliance with cybersecurity regulations like CIRCIA and SEC's disclosure rules[142]. - Changes in data privacy regulations could significantly impact business activities and require substantial compliance costs[145]. - The company may experience increased costs and resource demands due to varying standards in data privacy laws like VCDPA and CPA[147]. - Future legislation and regulatory requirements could create uncertainty and increase compliance risks and costs[148]. Governance and Management - The company has adopted corporate governance guidelines and a code of ethics to ensure compliance and ethical conduct across its operations[76]. - The executive team has extensive experience in their respective fields, with key leaders having served in their roles for several years, contributing to stability and strategic direction[78]. - The company emphasizes the importance of attracting and retaining qualified personnel to maintain operational effectiveness and drive innovation[73]. - The loss of key personnel could disrupt operations and result in revenue loss, highlighting the importance of retaining trained personnel[131]. - The company relies on intellectual property protection, and failure to secure or maintain these rights could adversely affect its competitive position[134]. Operational Risks - The company faces risks related to employee misconduct and non-compliance with laws, which could negatively impact revenue and profits[116]. - The company faces operational hazards in offshore oilfield operations, including risks of blowouts and severe weather, which could lead to substantial liabilities[108]. - The company acknowledges various risks, including those related to cybersecurity, that could materially affect future performance[74]. - The preparation of financial statements involves estimates that could differ from actual results, impacting reported assets and liabilities[154]. - The company’s internal controls may not be sufficient to achieve all stated goals, leading to potential adjustments in financial statements[153].

Financial Data and Key Metrics Changes - The company increased its cash position by $141 million during Q4 2022, ending the year with a cash balance of $569 million [1][24] - Consolidated revenue for Q4 2022 was $536 million, a 4% decrease from Q3 2022, while consolidated adjusted EBITDA was $70 million, slightly above the midpoint of guidance [45][46] - For the full year 2022, consolidated revenue increased by 11% to $2.1 billion, with adjusted operating income of $111 million and adjusted EBITDA of $233 million, reflecting significant gains in SSR and OPG segments [22][23] Business Segment Data and Key Metrics Changes - SSR segment operating income improved sequentially despite lower revenue, with an EBITDA margin of 35% in Q4 2022, up from 31% in Q3 2022 [5][6] - Manufactured Products revenue increased by 7% to $100 million in Q4 2022, with an operating income margin of 6% [9] - OPG segment experienced a 20% revenue decline in Q4 2022, resulting in a decrease in operating income margin from 13% to 9% [11] - IMDS segment saw a sequential improvement in operating income margin from 5% to 9% despite a 5% decrease in revenue [12] Market Data and Key Metrics Changes - The average ROV revenue per day on hire increased by 6% to $8,967 in Q4 2022, while ROV days on hire decreased by 7% [7][6] - The company maintained a fleet count of 250 ROV systems, with 59% of floating rigs under contract [8] - The backlog for manufactured products grew from $365 million to $467 million from Q3 to Q4 2022, with a book-to-bill ratio of 1.39 for the full year [10] Company Strategy and Development Direction - The company aims to leverage its core robotics expertise across various markets, including traditional and renewable energy, aerospace and defense, and mobility solutions [49][50] - The focus for 2023 includes generating positive free cash flow and ensuring liquidity for upcoming debt maturities while pursuing strategic growth [71] - The company anticipates a 10% revenue growth in 2023 across all operating segments, driven by increased demand and improved pricing [50][51] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for 2023, citing strong market signals and expected increases in offshore activity and capital spending [35][38] - The company expects to generate $260 million to $310 million in EBITDA for 2023, representing a 23% increase over 2022 adjusted EBITDA [52] - Management highlighted the importance of energy security and the growing demand for various energy sources as key drivers for future growth [48][38] Other Important Information - The company achieved a record low total recordable incident rate of 0.28 for the year, emphasizing its commitment to safety [28] - Sustainability initiatives are a core focus, with progress made on environmental, social, and governance (ESG) efforts [31][34] Q&A Session Summary Question: ROV dynamics and pricing - Management acknowledged pushback on pricing but noted isolated incidents of achieving 2014 pricing levels for ROVs, indicating potential for higher rates as the fleet is repriced [81] Question: Manufactured Products margins - Management indicated that pricing remains a major opportunity for margin improvement, with expectations for better margins in 2024 and 2025 due to a mix shift in products [82][84] Question: Free cash flow generation and capital deployment - Management provided guidance for free cash flow in the range of $75 million to $125 million for 2023, targeting over $100 million, and emphasized investment in high-growth markets [86][88] Question: ROV fleet count and expansion - Management stated a disciplined approach to fleet expansion, considering a utilization threshold of 70% to 75% before adding new assets [99] Question: Book-to-bill ratio and project timing - Management indicated expectations for the book-to-bill ratio to exceed 1.0, with typical timing for project awards occurring three to four months after FID [104][105]

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