2022 Annual Report
Oceaneering at a Glance
Oceaneering is a global technology company delivering engineered services and products and robotic
solutions to the offshore energy, defense, aerospace, manufacturing, and entertainment industries.
At year-end 2022, Oceaneering employed approximately 9,200 people worldwide.
Courtesy of
NASA
Subsea Robotics (SSR)
SSR merges our underwater robotics and automation capabilities by combining Remotely Operated Vehicles (ROV), ROV Tooling, and Survey Services
businesses. ROV- Remotely operated, tethered submersible vehicles for services, including subsea hardware installation, construction, pipeline
inspection, survey, and facilities inspection, maintenance and repair (IMR). Our premier fleet of 250 work-class ROVs remained a leading provider of
ROV services to the offshore energy industry for drilling support, offshore wind, and vessel-based ROV services in 2022. ROV Tooling- ROV skid-mounted
tools, for rental, to support well intervention, drilling, construction, field maintenance, and plugging and abandonment activities.
Survey Services- Mapping; Geoscience and Autonomous Underwater Vehicles (AUV); Positioning; and Remote Survey Services for drilling rigs, pipeline
lay and derrick barges, and dynamically positioned, multi-purpose construction vessels for the marine construction process.
Manufactured Products
Manufactured Products leverages our expertise and competencies around advanced technology product development, manufacturing, and project
management skills by aligning our energy manufactured products businesses with our mobility solutions products, which include entertainment
systems and autonomous mobile robotic systems (AMR). Energy Manufactured Products • Distribution Systems- Production control umbilicals supply
electric and hydraulic power to subsea trees and inject chemicals into well streams. • Connection Systems- Connectors, clamps, and valves used to
connect production trees to umbilicals and flow lines; and Pipeline Connection & Repair Systems (PCRS). Mobility Solutions Products
• Entertainment Systems- Evolutionary, motion-based ride systems capable of delivering high-energy thrills in fully immersive 3D media-based theme
park attractions. • AMR Systems- Innovative, turnkey technology-based logistic solutions on load carriers traveling the floor of a facility, minus an
onboard operator.
Offshore Projects Group (OPG)
OPG provides a broad portfolio of integrated subsea project capabilities and solutions, including: project management; engineered solutions;
subsea installation and intervention; IMR; IWOCS (Installation and Workover Control Systems); RWOCS (ROV Workover Control Systems);
drill pipe riser (DPR systems); riserless light well intervention; hydrate remediation; well stimulation; and dredging and decommissioning.
OPG provides seabed preparation and route clearance to the renewable energy and oil and gas industries. Project scopes are supported by:
• our five Jones Act-compliant vessels, including three dynamically positioned, multi-service vessels (MSVs) and two other diving and support vessels
• chartered, third-party vessels • manned diving equipment and operations for special services.
Integrity Management & Digital Solutions (IMDS)
IMDS leverages software, analytics and services that promote the safety, efficiency, cost effectiveness, and sustainability programs of our energy and
maritime customers. Integrity Management- A range of integrity services for energy customers throughout the procurement, fabrication, installation,
commissioning, and operation of assets. We establish inspection and maintenance programs, plan and execute inspections, and evaluate, report and
make recommendations to facilitate customers’ decision-making. Energy Intelligence- Software solutions that range from data collection to storage,
organization, analysis, and reporting. We also deliver inspection, corrosion, vibration, coating, insulation, and maintenance management, along with
risk-based inspection planning. Maritime Intelligence- Software and consulting solutions aimed at peer benchmarking, vessel performance, voyage
routing, and port-operations analysis for bulk-cargo maritime customers.
Aerospace and Defense Technologies (ADTech)
ADTech provides engineering services and related manufacturing, principally for the U.S. Department of Defense and NASA and their prime contractors.
Defense Subsea Technologies- Design, build, and operate unique maritime and specialized harsh-environment systems for governmental and
commercial customers. Marine Services- Full-service ship repair capabilities for U.S. Navy vessels, including submarines, surface ships and craft,
and deep submergence systems. Design, repair, maintenance, modification, and installation of hull, mechanical, and electrical (HM&E) systems.
Space Systems- Turnkey design, development, manufacturing, certification, maintenance, testing, and life-sustaining engineering for space-based
robotics and automation, satellite servicing, human spaceflight systems, and thermal protection systems.
About the Cover
Top: The EXploration Space Suit (EXS), devised to enable safe and efficient extravehicular activity (EVA), was designed and developed by the C-SAFE
team, led by Oceaneering, as part of NASA’s Constellation Space Suit System (CSSS) Program for human exploration of our solar system.
Center: The MaxMover™ CB D 2000 is a robotic counterbalance forklift designed to lift and transport a variety of load types for a range of industry
applications, including the automotive, healthcare, manufacturing, and intralogistics industries, moving autonomously with a software platform
designed to integrate with new and existing facility environments while accommodating future upgrades. Bottom: The Isurus™ ROV is a work-class
system designed to meet the needs of offshore hydrocarbon and renewable energy customers operating in harsh environments, enabling operational
continuity in high-current environments and shortening project durations, resulting in reduced carbon emissions and lower project costs.
Oceaneering International, Inc.
2022 Annua
Letter to Shareholders
2022 marked Oceaneering’s fourth consecutive year of improved adjusted EBITDA
performance, in addition to net income that was positive for the first time since 2017.
Our improved results were primarily due to growth in energy markets that spurred
increased offshore activity in our Subsea Robotics (SSR) and Offshore Projects Group (OPG)
segments, which realized improved pricing and increased utilization in the second half of
the year. Compared to 2021, our 2022 consolidated revenue increased 11% to
$2.1 billion, with revenue growth in our OPG, SSR, and Manufactured Products segments
being partially offset by revenue declines in our Integrity Management and Digital Solutions
(IMDS) and Aerospace and Defense Technologies (ADTech) segments.
Rod Larson
We generated $121 million in cash flow provided by operating activities and invested
$81.0 million in capital, while generating positive free cash flow and increasing our
cash balance at year end by $30.6 million to $569 million.
We are pleased with the following notable achievements of 2022:
• The entire Oceaneering organization remained focused on life-saving rules, identifying high hazard tasks and developing engineered
solutions to mitigate risks. This resolve led to a decline in total recordable incident rate (TRIR) from 0.4 in 2021 to 0.3 in 2022.
• Each of our five operating segments achieved positive operating income and positive adjusted EBITDA.
• Our combined SSR and OPG segments achieved meaningful year-over-year improvements in revenue and EBITDA.
• Our SSR business continued to achieve outstanding drill-support ROV performance, with 99% average uptime achieved during the year.
• We achieved commercial technical readiness for our Freedom™ system, a hybrid remotely operated vehicle (ROV) / autonomous
underwater vehicle (AUV).
• Our Oceaneering Mobile Robotics business launched its MaxMoverTM autonomous counterbalance forklift product; we have
seen strong industrial interest since its introduction to the market, as evidenced by significant contracts with a major manufacturer
to deliver 85 forklifts in 2023 and 2024.
• Our ADTech segment secured several meaningful contracts during the year, despite a decline in revenue caused by delays stemming
from the U.S. federal government budget approval process, including a multi-year contract by the U.S. Navy to provide subsea systems to
support the modified Virginia-class submarine platform, and a multi-year contract to develop next-generation extravehicular spacesuits
as part of a team led by Collins Aerospace.
Many of our annual financial metrics improved sequentially in 2022. Here are a few:
• GAAP net income was positive for the first time since 2017.
• Consolidated backlog grew by 15%, from $1.7 billion on December 31, 2021 to $1.9 billion on December 31, 2022.
• One-year backlog conversion expected at the beginning of 2023 increased significantly as compared to the expectations at the beginning
of 2022.
• Cash and cash equivalents increased by $30.6 million to $569 million.
• Our enterprise value grew to $1.9 billion at the end of 2022, as compared to $1.3 billion at the end of 2021, on the strength of our
increasing share price.
Sustainability remains a core focus. We have made additional progress on our environmental, social and governance initiatives, including:
improving climate-related disclosures; fostering employee career development, as evidenced by internal promotions to senior management;
diversifying perspectives of the executive leadership team with the appointment of our new Chief Legal Officer; and preparing for compliance
with proposed SEC rules to standardize disclosures around climate and cybersecurity risks. Importantly, we continue to develop and evolve
technologies using our digital and core robotics expertise to help our customers address personnel shortages, safety, and cost efficiencies,
while also mitigating carbon emissions.
We anticipate 2023 to be another year with sequential improvement in our financial results. We are forecasting our 2023 consolidated
revenue to grow by more than 10% based on year-end 2022 backlog, the expected meaningful increase in backlog conversion, anticipated
2023 order intake, and current market fundamentals. We forecast increased revenue in each of our operating segments, led by
Manufactured Products and SSR. Based on current market conditions, we expect good opportunities for improved pricing and margins in
our energy-focused businesses and stable pricing and margins in our government-focused businesses. Our ability to increase our cash
position over the last several years gives us significant flexibility to manage our $400 million debt maturity in November 2024.
I am extremely excited about the positive market indicators for our businesses, including the opportunity to improve our prices and
margins in our traditional businesses and the growing prospects to leverage our robotics experience into new markets.
We remain committed to generating cash, which allows us to continue developing and delivering technologies that help our customers
produce hydrocarbons in a cleaner and safer manner while increasing our investments into new markets, including renewables,
digital asset management, aerospace and defense solutions, and mobility solutions.
Achieving success requires a team effort, and none of our accomplishments would have
been possible without our dedicated and passionate employees and management team.
I want to personally thank our employees for driving our successes at Oceaneering.
I also want to thank our shareholders who have shown increasing confidence in our
ability to grow and transform our company.
President and Chief Executive Officer
March 2023
2022 Annual Report
Form 10-K
Financial Highlights
Revenue
$2,500
$2,000
$1,500
$1,000
$500
$0
Revenue and Gross Margin
($ in millions)
Gross Margin
Cash Flow from Operations and Cash
($ in millions)
$2,048
$1,828
$1,869
$2,066
2019
2020
2021
2022
Revenue
Gross Margin
Revenue
$2,066 million
Mfd Products
19%
SSR
30%
OPG
24%
ADTech
16%
IMDS
11%
$500
$400
$300
$200
$100
$0
$750
$600
$450
$300
$150
$0
$538
$569
$452
$374
2019
2020
2021
2022
Year End Cash and Cash Equivalents
Net Cash Provided by Operating Activities
Segment Operating Income
$238 million
Mfd
Products
5%
SSR
50%
OPG
21%
IMDS
6%
ADTech
18%
Oceaneering International, Inc.
Environmental, Social & Governance
• We continue to develop and evolve technologies
using our digital and core robotics expertise
to create efficiencies for our customers while
mitigating carbon emissions.
• In 2022, we filed our first climate Change
Report informed by the Task Force on Climate-
Related Financial Disclosures. We also
filed our annual sustainability report using
the disclosure methodology outlined by the
Sustainability Accounting Standards Board.
Both reports are posted on our website.
• The addition of our new Chief Legal Officer in
early 2023 expands the diversity of experience
and perspective of our executive leadership
team while increasing the gender diversity of
our C-Suite.
• In 2022, we created an Employee Experience group
reporting directly to our Chief Human Resources
Officer, to put additional emphasis on connecting
with our employees, supporting their development,
and expanding their access to various career
opportunities. Our expressed desire to develop and
promote future leadership from within the company
was manifested with one promotion to the executive
leadership team and two promotions into segment
leadership positions.
• We have taken steps to comply with the proposed SEC
rules requiring certain climate- and cybersecurity-
related disclosures.
• Oceaneering continues to hold an “A” rating on the
MSCI ESG index.
Left top and Right: ISURUSTM ROV, windmill inter-array and export cable installations in the Taiwan Strait.
Left bottom: Magnum® ROV, anode installations in southern North Sea.
2022 Annual Report
2022 Annual Report
Directors
T. Jay Collins
Chairman
Director of Murphy Oil Corporation
and Pason Systems Inc.
Deanna L. Goodwin
Director of Arcadis NV
and Kosmos Energy Ltd.
Karen H. Beachy
Principal Consultant of Think B3 Consulting,
LLC; Associate of The Alliance Risk Group,
LLC; and Director of Pangaea Logistics
Solutions Ltd.
Roderick A. Larson
Director of Newpark Resources, Inc.
William B. Berry
Director (Ret.) of Continental Resources, Inc.
M. Kevin McEvoy
Director of EMCOR Group, Inc.
Paul B. Murphy, Jr.
Executive Vice Chairman of
Cadence Bank; and Director of
the general partner of Natural
Resource Partners L.P.
Jon Erik Reinhardsen
Chairman of Equinor ASA;
and Director of Telenor ASA
Steven A. Webster
Managing Partner of AEC Partners
L.P.; Trust Manager of Camden
Property Trust; and Director of
Callon Petroleum Company
Senior Management
Roderick A. Larson
President and Chief Executive Officer
Philip G. Beierl
Senior Vice President, Aerospace and Defense Technologies
Earl F. Childress
Senior Vice President and Chief Commercial Officer
Christopher J. Dyer
Senior Vice President, Offshore Projects Group
Alan R. Curtis
Senior Vice President and Chief Financial Officer
Leonardo P. Granato
Senior Vice President, Integrity Management and
Digital Solutions
Holly D. Kriendler
Senior Vice President and
Chief Human Resources Officer
Martin J. McDonald
Senior Vice President, Subsea Robotics
Benjamin M. Laura
Senior Vice President and Chief Innovation Officer
Shaun R. Roedel
Senior Vice President, Manufactured Products
Jennifer F. Simons
Senior Vice President, Chief Legal Officer and Secretary
Witland J. LeBlanc, Jr.
Vice President and Chief Accounting Officer
MaxMoverTM
Panama City Facility
Oceaneering International, Inc.
Oceaneering International, Inc.
Forward-Looking Statements
General Information
All statements in this report that express a belief, expectation, or intention, as well
as those that are not historical fact, are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements in this report include the statements in the Letter to
Shareholders about Oceaneering’s: expected consolidated and segments revenues;
references to backlog, backlog conversion expectations, and order intake, to the
extent backlog and order intake may be an indicator of future revenue, profitability,
or cash flows; expectation of opportunities to improve pricing and margins in its
energy-focused businesses and stable pricing and margins in its government-focused
businesses; characterization of its flexibility regarding debt maturity in 2024, market
indicators for our businesses, prospects to leverage our robotics experience into new
markets as significant, positive, and growing, respectively; allowances to develop
and deliver technologies provided from our commitment to generating cash and
the proposed help to its customers; and characterization of market fundamentals
and opportunities, and financials as meaningful, good, and positive. These forward-
looking statements are based on current information at the time this report was
written, and are subject to certain risks, assumptions, and uncertainties that could
cause actual results to differ materially from those indicated by the forward-looking
statements. The factors that could cause actual results to differ materially include:
factors affecting the level of activity in the oil and gas industry, including worldwide
demand for and prices of oil and natural gas, oil and natural gas production growth
and the supply and demand of offshore drilling rigs; actions by members of OPEC
and other oil exporting countries; decisions about offshore developments to be
made by oil and gas exploration, development and production companies; the
use of subsea completions and our ability to capture associated market share;
general economic and business conditions and industry trends; the strength of the
industry segments in which we are involved; the continuing effects of the COVID-19
pandemic and variants thereof, and the governmental, customer, supplier, and other
responses thereto; cancellations of contracts, change orders and other contractual
modifications, force majeure declarations and the exercise of contractual suspension
rights and the resulting adjustments to our backlog; collections from our customers;
our future financial performance, including as a result of the availability, terms
and deployment of capital; the consequences of significant changes in currency
exchange rates; the volatility and uncertainties of credit markets; changes in tax
laws, regulations and interpretation by taxing authorities; changes in, or our ability
to comply with, other laws and governmental regulations, including those relating
to the environment; the continued availability of qualified personnel; our ability to
obtain raw materials and parts on a timely basis and, in some cases, from limited
sources; operating risks normally incident to offshore exploration, development and
production operations; hurricanes and other adverse weather and sea conditions;
cost and time associated with drydocking of our vessels; the highly competitive
nature of our businesses; adverse outcomes from legal or regulatory proceedings;
the risks associated with integrating businesses we acquire; rapid technological
changes; and social, political, military and economic situations in foreign countries
where we do business and the possibilities of civil disturbances, war, other armed
conflicts or terrorist attacks. Should one or more of these risks or uncertainties
materialize, or should the assumptions underlying the forward-looking statements
prove incorrect, actual outcomes could vary materially from those indicated.
These and other risks are fully described in Oceaneering’s annual report on Form
10-K for the year ended December 31, 2022 and other periodic filings with the
Securities and Exchange Commission. You should not place undue reliance on
forward-looking statements. Except as required by applicable law, Oceaneering
undertakes no obligation to update or revise any forward-looking statement.
Form 10-K
The entire Form 10-K for the year ended
December 31, 2022, as filed with the Securities
and Exchange Commission, is incorporated
herein by reference. The report also is available
through the “SEC Filings” link on the Investor
Relations page of the Oceaneering website,
oceaneering.com, or upon written request to:
Jennifer F. Simons
Secretary
Oceaneering International, Inc.
5875 N. Sam Houston Pkwy. W., Suite 400
Houston, TX 77086
Annual Shareholders’ Meeting
Date: May 16, 2023
Time: 8:30 a.m. CDT
Location:
Oceaneering International, Inc.
5875 N. Sam Houston Pkwy. W.
Houston, TX 77086
Corporate Office
Oceaneering International, Inc.
5875 N. Sam Houston Pkwy. W., Suite 400
Houston, TX 77086
Telephone: 713.329.4500
www.oceaneering.com
Stock Symbol: OII
Stock traded on NYSE
CUSIP Number: 675232102
Please direct communications
concerning stock transfer
requirements or lost certificates
to our transfer agent.
Transfer Agent and Registrar
Computershare
P.O. Box 43006
Providence, RI 02940-3006
Overnight Deliveries:
Computershare
150 Royall Street, Suite 10101
Canton, MA 02021
OII Account Information
www.computershare.com/investor
Telephone: 781.575.2879 or 877.373.6374
Fax: 781.575.3605
Hearing Impaired/TDD: 800.952.9245
Independent Registered
Public Accounting Firm
Ernst & Young LLP
5 Houston Center
1401 McKinney Street
Houston, TX 77010-4034
Counsel
Baker Botts L.L.P.
910 Louisiana Street
Houston, TX 77002-4995
al Report
2022 Annual Report
2022 Annual Report
Oceaneering International, Inc.
5875 N. Sam Houston Pkwy. W., Suite 400 I Houston, Texas I 77086
713.329.4500 | oceaneering.com