2023 Annual Report
eNovus ROV
MaxMover™
CB D 2000
Autonomous
Transport Vehicle –
“PeopleMover”
Oceaneering
Robotic Arm
System 1 –
“ORAS1”
Freedom™ ROV
Robotics, from Sea to Space
INSIDE FRONT COVER (page 1)
OCEANEERING AT A GLANCE
Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy,
defense, aerospace, and industrial markets. At year-end 2023, Oceaneering employed approximately 10,100 people worldwide.
SUBSEA ROBOTICS (SSR)
MANUFACTURED
PRODUCTS
OFFSHORE PROJECTS
GROUP (OPG)
OPG provides a broad
portfolio of integrated subsea
project capabilities and
solutions, including project
management, engineered
solutions, subsea installa-
tion 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 four Jones Act-compli-
ant vessels, including three
dynamically positioned, multi‐
service vessels (MSVs) and
one survey vessel,
• chartered, third‐party
vessels, and
• manned diving equipment
and operations for special
services.
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 inspec-
tion, survey, and facilities
inspection, maintenance and
repair (IMR). Our premier
fleet of 250 work-class ROVs
remains a leading provider of
ROV services to the offshore
energy industry for drilling
support, offshore wind, and
vessel-based ROV services.
ROV Tooling- ROV and
skid-mounted tools, for rental,
to support offshore wind, well
intervention, drilling,
construction, field mainte-
nance, IMR, well abandon-
ment and decommissioning
activities.
Survey Services-
Offshore survey, positioning
and geoscience (geophysical
and geotechnical) services
conducting site investigations,
route surveys, asset position-
ing, Autonomous Underwater
Vehicles (AUVs), remote
positioning and metrology
services to support offshore
energy activities such as sub-
sea inspection, maintenance
and repair (IMR) programs,
drill support, oil and gas and
offshore wind developments.
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 deliv-
ering 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.
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 oper-
ate 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 crafts, and
deep submergence systems.
Design, repair, maintenance,
modification and installation
of hull, mechanical, and elec-
trical (HM&E) systems.
Space Systems-
Turnkey design, development,
manufacturing, certification,
maintenance, testing and
sustaining engineering for
space‐based robotics and
automation, satellite servicing,
human spaceflight systems,
and thermal protection
systems.
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 stor-
age, organization, analysis,
and reporting. We also
deliver inspection, corrosion,
vibration, coating, insulation,
and maintenance manage-
ment, 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.
Oceaneering International, Inc.
INSIDE FRONT COVER (page 1)
LETTER TO SHAREHOLDERS
In 2023, we delivered on our expectation to achieve improved financial results. Our consolidated revenue increased 17% to
$2.4 billion, with growth in each of our operating segments. Our Subsea Robotics (SSR), Offshore Projects Group (OPG), and Aerospace and
Defense Technologies (ADTech) segments generated the highest levels of revenue since 2018 based on our realigned reporting segment structure.
Adjusted EBITDA increased significantly as compared to 2022, our fifth consecutive year of improvement, and we generated free cash flow that
was more than double that of 2022.
Additional financial highlights of 2023 include:
• Growing net income to $97.4 million, a year-over-year improvement of $71.5 million;
• Achieving positive adjusted EBITDA in all of our operating segments, with gains in SSR, Manufactured Products, OPG, and ADTech segments
more than offsetting a decline in our Integrity Management and Digital Solutions (IMDS) segment;
• Generating consolidated operating income of $181 million, a year-over-year improvement of $70.5 million;
• Growing our consolidated backlog to $2.3 billion at the end of 2023, a 20% increase over year-end 2022;
• Retiring our 2024 senior notes using proceeds from our 2023 debt offering together with cash on hand;
• Reducing our long-term debt from $700 million at the end of 2022 to $500 million at the end of 2023, while extending our nearest debt maturity
to February 2028; and
• Growing our enterprise value to $2.2 billion at the end of 2023, as compared to $1.9 billion at the end of 2022.
We continued to develop innovative solutions using our digital and core robotics expertise to increase operational and personnel efficiencies,
reduce costs, minimize risks, and lower the environmental impact of operations in offshore and onshore environments. In 2023, we achieved
operational milestones with several of our digital and automated solutions:
» We performed our first commercial project utilizing Freedom™, our hybrid remotely operated vehicle (ROV)/autonomous underwater vehicle
(AUV), which successfully demonstrated its ability to collect significantly improved and more complete data sets than are obtainable through
traditional AUV inspection techniques.
» We successfully completed initial deployments of our MaxMover™ autonomous counterbalance forklifts at customer facilities.
» We conducted the successful field trial of Ocean Perception™, a first-of-its-kind monitoring software for the offshore wind and renewables industry
to mitigate negative impacts to marine mammals.
» We expanded a strategic relationship in connection with our PeopleMover automated guided transit vehicle, which provides us with exclusive
sales, manufacturing, and operating rights in key markets.
Other notable operational achievements in 2023 include:
• Our SSR segment continued to achieve outstanding drill-support ROV performance with 99% uptime achieved during the year.
• Our Manufactured Products segment received orders for over 200 MaxMover™ autonomous counterbalance forklifts, a 266% increase in orders
over 2022. Manufactured Products’ overall order intake for 2023 increased to $649 million, a 22% increase over 2022.
• Our ADTech segment secured a contract to produce the solid rocket booster thermal curtains and produced multiple Crew Module Uprighting
Systems (CMUS) in support of multiple Artemis missions, and received significant orders for submarine rescue, large and small ROVs, and manned
deep submergence systems.
• Our OPG segment solidified its strategic presence in Brazil by securing a five-year contract for the operation of three existing drill pipe riser (DPR)
systems and the production of one new system to support intervention and completion operations.
• The Oceaneering team remained steadfastly focused on life-saving rules, with a significant increase in the number of self-verification audits and the
implementation of engineered improvements across the enterprise to mitigate risks.
We remained sharply focused on sustainability. Our 2023 Task Force on Climate-Related Financial Disclosures (TCFD) Report outlines
our continued commitment to managing the risks and opportunities from climate change, including our 2022 Scope 1 and Scope 2 greenhouse
gas emissions data and our 2030 emission reduction targets against a 2022 baseline. We created a Director of Sustainability position in 2023 to
ensure consistent focus and leadership on sustainability issues. More recently, we strengthened the technology expertise on our Board of Directors by
appointing Ms. Reema Poddar, an experienced innovator, as an independant director.
Looking ahead to 2024, we expect to see continued strong offshore energy activity and stability in our government-related
markets. We forecast our 2024 consolidated revenue to grow steadily by more than 5%, with increased revenue in each of our operating segments,
except OPG. Our focus remains on safely delivering innovative solutions to our customers’ most
difficult challenges, both in our traditional offshore energy businesses and our growing mobile robotics,
aerospace and defense, and renewables businesses.
Achieving success is a team sport. I am proud to lead our talented and innovative Oceaneers as we
celebrate Oceaneering’s 60th anniversary this year. Finally, I want to thank our shareholders for their
continued trust and support.
Rod Larson
President and Chief Executive Officer
March 2024
2023 Annual Report
Form 10-K
2023 Financial Highlights
Revenue - $2,425 million
Operating Income - $181 million
Mfd Products
20%
SSR
31%
OPG
23%
ADTech
16%
IMDS
10%
Mfd
Products
11%
OPG
19%
IMDS
4%
ADTech
14%
SSR
52%
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
$2,425
$2,066
$500
$400
$300
$200
$100
$0
$750
$600
$450
$300
$150
$0
$538
$569
$452
$462
$374
2019
2020
2021
2022
2023
2019
2020
2021
2022
2023
Revenue
Gross Margin
Year End Cash and Cash Equivalents
Net Cash Provided by Operating Activities
Oceaneering International, Inc.
Oceaneering International, Inc. 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, 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)
Delaware
(State or other jurisdiction of
incorporation or organization)
5875 North Sam Houston Parkway West, Suite 400
Houston,
(Address of principal executive offices)
Texas
95-2628227
(I.R.S. Employer
Identification No.)
77086
(Zip Code)
(713) 329-4500
(Registrant's telephone number, including area code)
____________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, par value $0.25 per share
Trading Symbol(s)
OII
Name of exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
____________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. ☑ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. ☐ Yes ☑ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large Accelerated Filer
Non-accelerated Filer
☑
☐
Accelerated Filer
Smaller Reporting Company
Emerging Growth Company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the company has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report). ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
Aggregate market value of the voting stock held by nonaffiliates of the registrant computed by reference to the closing price of
$18.70 of the Common Stock on the New York Stock Exchange as of June 30, 2023, the last business day of the registrant's
most recently completed second quarter: $1.8 billion.
Number of shares of Common Stock outstanding as of February 16, 2024: 100,813,143.
Documents Incorporated by Reference:
Portions of the proxy statement relating to the registrant's 2024 annual meeting of shareholders, to be filed within 120 days of
December 31, 2023 pursuant to Regulation 14A of the Securities Exchange Act of 1934, are incorporated by reference to the
extent set forth in Part III, Items 10-14 of this report.
Oceaneering International, Inc.
Form 10-K
Table of Contents
Business
Cautionary Statement Concerning Forward-Looking Statements
Information About Our Executive Officers
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
[Reserved]
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
Part I
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.
Signatures
Index to Financial Statements and Schedules
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Consolidated Statements of Equity
Notes to Consolidated Financial Statements
1
PART I
Item 1.
Business.
GENERAL DEVELOPMENT OF BUSINESS
Oceaneering International, Inc. (“Oceaneering,” “we,” “us” or “our”) is a global technology company delivering
engineered services and products and robotic solutions to the offshore energy, defense, aerospace, manufacturing
and entertainment industries. Oceaneering was organized as a Delaware corporation in 1969 out of the combination
of three diving service companies founded in the early 1960s. Since our establishment, we have concentrated on
the development and marketing of underwater services and products to meet customer needs requiring the use of
advanced technology. The continued evolution of applying our advanced technologies has expanded our presence
into numerous adjacent markets focused on autonomous robotics. We believe we are one of the world's largest
underwater services contractors. The services and products we provide to the energy industry include remotely
operated vehicles, survey and positioning services, specialty subsea hardware, engineering and project
management, subsea intervention services, including manned diving and asset integrity and non-destructive testing
services. Our foreign operations, principally in Africa, Asia and Australia, United Kingdom, Brazil, and Norway
accounted for approximately 58% of our revenue, or $1.4 billion, for the year ended December 31, 2023.
Our business segments are contained within two businesses—services and products provided primarily to the oil
and gas industry, and to a lesser extent, the mobility solutions and offshore renewables industries, among others
(“Energy”), and services and products provided to non-energy industries (“Aerospace and Defense Technologies”).
Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, Offshore
Projects Group and Integrity Management & Digital Solutions. We report our Aerospace and Defense Technologies
business as one segment. Unallocated Expenses are expenses not associated with a specific business segment.
These consist of expenses related to our incentive and deferred compensation plans, including restricted stock and
bonuses, as well as other general expenses, including corporate administrative expenses.
Energy. The primary focus of our Energy business over the last couple of years has been toward continuing our
operational efficiency programs, as well as hiring, training and retaining personnel to meet the increased demands
of offshore energy operations. Our efforts in our Energy business have always focused on efficiency and safety,
which in turn has led to environmental and other benefits, including assisting our customers to reduce their carbon
emissions in exploring for, developing and producing oil and natural gas and in addressing the ongoing energy
transition. We are also focusing on opportunities to develop and deploy our capabilities to grow business in mobile
robotics, offshore wind installations (both fixed and floating), nuclear, hydrogen and carbon-capture-and-
sequestration (“CCS”) markets and tidal energy solutions, as well as expanding our asset integrity management and
digital solutions for those markets.
Subsea Robotics. Our Subsea Robotics segment consists of our remotely operated vehicles (“ROVs”), survey
services and ROV tooling businesses. We provide ROVs, which are tethered submersible vehicles remotely
operated from the surface, to customers in the offshore energy industry for drill support and vessel-based services,
including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection,
maintenance and repair (“IMR”). We design, build, retrofit and upgrade our new and existing ROVs at in-house
facilities, the largest of which is in Morgan City, Louisiana. In 2023, we retired eleven of our conventional work-class
ROV systems and replaced them with eleven upgraded conventional work-class ROV systems.
Our work-class ROV fleet size was 250 as of December 31, 2023, 2022 and 2021 and included six IsurusTM work-
class ROV systems (which are capable of operating in high-current conditions and are ideal for renewables projects
and high-speed surveys) and our battery-operated Liberty electric ROV (“E-ROV”) system, which we developed to
address customer objectives regarding cost efficiencies, safety, personnel shortages and environmental
considerations. The E-ROV system allows our customers to reduce carbon dioxide and other “greenhouse
gas“ (“GHG”) emissions associated with offshore production operations. This system does not require a dedicated
vessel to be on standby during ROV operations and reduces the need for ROV and other vessel-based personnel to
be transported to and from marine vessels and offshore platforms, making the system more cost-efficient and safer
for customer personnel. Additionally, our newest development is Freedom, a hybrid autonomous underwater vehicle
(“AUV”) and ROV that can complete surveys, commissioning, inspections, maintenance, and repairs without the
need for a pilot to monitor and control the entire operation. We intend to continue to expand our remote service
offerings in this segment given the potentially significant savings both financially and in CO₂ emissions available
from the Liberty and the IsurusTM systems and other E-ROV and hybrid systems we are developing.
2
Manufactured Products. Our Manufactured Products segment provides distribution systems, such as production
control umbilicals and connection systems made up of specialty subsea hardware, along with clamp connectors and
subsea and topside control valves. We also provide turnkey solutions that include project management, engineering
design, fabrication/assembly and installation of autonomous mobile robotic technology to industrial, manufacturing,
healthcare, warehousing and commercial theme park markets.
We provide various types of subsea umbilicals through our Umbilical Solutions division from plants in the United
States, Scotland and Brazil. Offshore operators use umbilicals to control subsea wellhead hydrocarbon flow rates,
monitor downhole and wellhead conditions and perform chemical injection. Subsea umbilicals are also used to
provide power and fluids to other subsea processing hardware, including pumps and gas separation equipment.
Offshore Projects Group. Our Offshore Projects Group (“OPG”) segment provides a broad portfolio of integrated
subsea project capabilities and solutions as follows:
•
•
•
•
•
•
subsea installation and intervention, including riserless light well intervention (“RLWI”) services, IMR
services, principally in the United States (“U.S.”) Gulf of Mexico and offshore Angola, utilizing owned and
chartered vessels;
installation and workover control systems (“IWOCS”) and ROV workover control systems (“RWOCS”);
diving services;
decommissioning services;
project management and engineering; and
drill pipe riser services and systems and wellhead load relief solutions.
Our OPG segment provides vessel-based services principally in the U.S. Gulf of Mexico and offshore Angola,
utilizing a fleet consisting of three owned and six chartered dynamically positioned deepwater vessels with
integrated high-specification work-class ROVs onboard, and one owned survey vessel, other spot-chartered vessels
and other assets. Our owned vessels are Jones Act-compliant. The dynamically positioned vessels are equipped
with thrusters that allow them to maintain a constant position at a location without the use of anchors. They are used
in the IMR of subsea facilities, pipeline or flowline tie-ins, pipeline crossings and installations. These vessels can
also carry and install equipment or umbilicals required to bring subsea well completions into production (tie-back to
production facilities).
Integrity Management & Digital Solutions. Our Integrity Management & Digital Solutions (“IMDS”) segment
provides asset integrity management, corrosion management, inspection and nondestructive testing services,
principally to customers in the oil and gas, power generation and petrochemical industries. We perform these
services on both onshore and offshore facilities, both topside and subsea. We also provide software, digital and
connectivity solutions for the energy industry and software and analytical solutions for the maritime industry.
Aerospace and Defense Technologies. Our Aerospace and Defense Technologies (“ADTech”) segment provides
government services and products, including engineering and related manufacturing in defense and space
exploration activities, principally to U.S. government agencies and their prime contractors. Many of the services and
products utilized in ADTech are applied technologies based on our core competencies and knowledge derived from
decades of working in the offshore markets and solving complex problems in harsh environments.
General. We intend to continue our strategy of acquiring, as opportunities arise, additional assets or businesses, to
improve our market position or expand into related service and product lines. Our ability to generate substantial
cash flow over the last several years has allowed us to reduce our consolidated long-term debt balance and, as a
result, provides us with more financial flexibility. In 2021, we repurchased $100 million of our 4.650% Senior Notes
due 2024 (the “2024 Senior Notes”) in open-market transactions and in the fourth quarter of 2023, we completed a
private placement of $200 million aggregate principal amount of additional 6.000% Senior Notes due 2028 (the
“New 2028 Senior Notes”) and used the proceeds, together with cash on hand, to repurchase all of the remaining
$400 million principal amount outstanding of the 2024 Senior Notes. With this optimism comes our firm commitment
to maintain our financial and capital discipline.
We continue to focus on generating significant free cash flow and spending capital prudently to leverage our core
competencies in new and existing markets. We will continue to develop and deliver technologies to help our
customers produce hydrocarbons in a cleaner, safer and more cost-effective manner while increasing our
investments into new markets including energy transition, mobility solutions, digital asset management, and
aerospace and defense solutions.
3
DESCRIPTION OF BUSINESS
Energy
Our Energy business consists of the Subsea Robotics, Manufactured Products, Offshore Projects Group and
Integrity Management & Digital Solutions segments. Our primary focus over the last couple of years has been
toward continuing our operational efficiency programs, as well as hiring, training and retaining personnel to meet the
increased demands of offshore energy operations and subsea completions, as well as to a lesser extent, the
offshore renewables energy market. The continuing increase in global demand for energy is resulting in improved
offshore activity, which in turn leads to more demand for our Energy business services.
Subsea Robotics. ROVs are tethered submersible vehicles remotely operated from the surface. We use our ROVs
in the offshore energy industry to perform a variety of underwater tasks, including drill support, vessel-based IMR,
installation and construction support, pipeline inspection and surveys, and subsea production facility operation and
maintenance. Work-class ROVs are outfitted with manipulators, sonar and video cameras, and can operate
specialized tooling packages and other equipment or features to facilitate the performance of specific underwater
tasks. As of December 31, 2023, we owned 250 work-class ROVs. We believe we own and operate the largest fleet
of work-class ROVs in the world. We also believe we are the industry leader in providing ROV services for offshore
drill support, with an estimated 61% market share of the contracted floating drilling rigs at the end of 2023.
Subsea Robotics revenue:
2023
2022
2021
Amount
(in thousands)
$
752,521
621,921
538,515
Percent of Total
Revenue
31 %
30 %
29 %
ROV tooling provides an additional operational interface between an ROV and equipment located subsea. We also
provide survey services, including hydrographic survey and positioning services and autonomous underwater
vehicles for geoscience.
Manufactured Products. We provide advanced technology product development, manufacturing and project
management to industrial, manufacturing, healthcare, warehousing and commercial theme park markets. These
include:
•
•
•
•
•
•
•
various types of subsea umbilicals utilizing steel tubes, thermoplastic hoses, and power and communication
cables, along with termination assemblies;
production control equipment;
clamp connectors;
pipeline connector and repair systems;
subsea and topside control valves;
subsea chemical injection valves; and
autonomous mobile robotic technology, including entertainment systems for theme parks.
Offshore well operators use subsea umbilicals and production control equipment to control subsea wellhead
hydrocarbon flow, monitor downhole and wellhead conditions and perform chemical injection. They are also used to
provide power and fluids to other subsea processing hardware, including pumps and gas/oil separation equipment.
We also provide mobile robotics solutions, including autonomous mobile robot technology, and turnkey solutions
that include program management, engineering design, fabrication/assembly and installation utilizing our
autonomous mobile robotic technology, to a variety of industries.
4
Manufactured Products revenue:
2023
2022
2021
Amount
(in thousands)
$
493,692
382,361
344,251
Percent of Total
Revenue
20 %
19 %
18 %
Offshore Projects Group. We provide subsea hardware installation, intervention and IMR services for the offshore
energy markets. We perform subsea IMR, intervention and hardware installation services, primarily in the U.S. Gulf
of Mexico and offshore Angola from multiservice vessels that typically have Oceaneering ROVs, survey and
positioning services onboard. Our services include: subsea well tie-backs; pipeline/flowline tie-ins and repairs;
pipeline crossings; umbilical and other subsea equipment installations; subsea interventions; and IMR activities. We
also provide drill pipe riser services and systems and wellhead load relief solutions.
We provide RLWI services to support subsea well intervention projects and subsea work packages that facilitate
hydrate remediation and well stimulation solutions. We also provide IWOCS and RWOCS that support completions,
tree installation, workovers, intervention, and decommissioning operations.
We provide services for shallow-water projects (depths less than 1,000 feet) primarily in the U.S. Gulf of Mexico and
offshore Angola with manned diving operations utilizing the traditional diving techniques of air, mixed gas and
saturation diving, all of which use surface-supplied breathing gas. We supply diving services from offshore facilities
and chartered vessels.
OPG revenue:
2023
2022
2021
Amount
(in thousands)
$
546,366
489,317
378,121
Percent of Total
Revenue
22 %
24 %
20 %
Integrity Management &Di gital Solutions. We offer awide r ange of asset integrity services to customers
worldwide to help ensure the safety of their facilities onshore and offshore, while reducing their unplanned
maintenance and repair costs. We also provide third-party inspections to satisfy contractual structural specifications,
internal safety standards or regulatory requirements. We provide these services principally to customers in the oil
and gas, petrochemical and power generation industries. In the United Kingdom (“ U.K.”), we provide Independent
Inspection Authority services for the oil and gas industry, which include first-pass integrity evaluation and
assessment and nondestructive testing services. We use a variety of technologies to perform pipeline inspections,
both onshore and offshore. In our digital services, we focus on maritime and energy software offerings and forming
key partnerships to expand our capabilities and market reach.
IMDS revenue:
2023
2022
2021
Amount
(in thousands)
$
255,282
229,884
241,393
Percent of Total
Revenue
11 %
11 %
13 %
Aerospace and Defense Technologies. We provide engineering services and manufacturing to the U.S.
Department of Defense, National Aeronautics and Space Administration (“NASA”) and major government
contractors. We work with our customers to understand their specialized requirements, identify and mitigate risks,
and provide them value-added, maintainable, safe and certified solutions. The segment's largest customer is the
U.S. Government with the U.S. Navy and NASA being the primary agencies supported. For the U.S. Navy, we
perform engineering services, prototype design building services and repair and maintenance services on
submarines and surface ships. We support space exploration and technology development by providing our
products and services to NASA, aerospace contractors and commercial space companies. Our U.S. Navy and
NASA-related activities substantially depend on continued government funding.
5
ADTech revenue:
2023
2022
2021
Amount
(in thousands)
$
376,845
342,601
366,995
Percent of Total
Revenue
16 %
16 %
20 %
MARKETING
Energy. Energy exploration and development expenditures fluctuate from year to year. In particular, budgetary
approval for drilling and production in deepwater, an area in which we have a high degree of focus, may be
postponed or suspended during periods when exploration and production companies reduce their offshore capital
spending. Over the last several years, one of our focus areas has been to increase our service and product
offerings toward our energy customers' operating expenditures and the offshore renewables energy market.
We market our Subsea Robotics, Manufactured Products, OPG and IMDS services and products to domestic,
international and foreign national energy companies engaged in offshore exploration, development and production.
We also provide services and products as a subcontractor to other oilfield service companies operating as prime
contractors. In addition, we market our Manufactured Products mobile robotic solutions to domestic and
international industrial, manufacturing, healthcare, warehousing and commercial theme park industries. Customers
for our energy services and products typically award contracts on a competitive-bid basis. These contracts can
range from less than one year in duration to multi-year contracts.
In connection with the services we perform in our Energy business, we generally seek contracts that compensate us
on a dayrate basis. Under dayrate contracts, the contractor provides the ROV, vessel or equipment and the required
personnel to operate the unit and compensation is based on a rate per day for each day the unit is used. The typical
dayrate depends on market conditions, the nature of the operations to be performed, the duration of the work, the
equipment and services to be provided, the geographical areas involved and other variables. Dayrate contracts may
also contain an alternate, lower dayrate that applies when a unit is moving to a new site or when operations are
interrupted or restricted by equipment breakdowns, adverse weather or water conditions or other conditions beyond
the contractor's control. Contracts for our product sales are generally for afi xed price.
Aerospace and Defense Technologies. We market our engineered products and services primarily to U.S.
government agencies and their prime contractors in defense and space exploration activities, as well as commercial
space companies.
Major Customers. Our top five customers in 2023, 2022 and 2021 accounted for 36%, 37% and 36%, respectively,
of our consolidated revenue. In 2023, 2022 and 2021, four of our top five customers were oil and gas exploration
and production companies served by our Energy business segments, with the other one being the U.S.
Government, which is served by our ADTech segment. During 2023, 2022 and 2021, revenue from one customer,
the U.S. Government, accounted for 10%, 11% and 12%, respectively, of our total consolidated annual revenue, and
no other customer accounted for more than 10% of our total consolidated revenue.
Although we do not depend on any one customer, the loss of one of our significant customers could, at least on a
short-term basis, have an adverse effect on our results of operations and cash flows.
RAW MATERIALS
We purchase various raw materials for use in manufacturing our products and delivering our services. The key raw
materials we use include steel in various forms, polymers, copper wire, electronic components and plastics. Most of
the raw materials that are critical to our business are generally readily available from multiple sources but may be
subject to price volatility. In addition, global market conditions can trigger constraints in the supply of certain raw
materials, and our procurement personnel are always seeking ways to ensure the availability and manage the cost
of raw materials. In addition to raw materials, we also use the products and services of a number of other providers,
such as forge companies, casting foundries, metal fabricators, machine shops and logistics providers, in order to
produce and deliver products to our customers. Most of these materials and services are generally available from
multiple sources.
6
COMPETITION
Our businesses operate in highly competitive industry segments.
Energy
We are one of several companies that provide underwater services and specialty subsea hardware on a worldwide
basis. We compete for contracts with companies that have worldwide operations, as well as numerous others
operating locally in various areas. We believe that our ability to safely provide a wide range of underwater services
and products on a worldwide basis enables us to compete effectively in multiple phases of the offshore oilfield life
cycle. In some cases involving projects that require less sophisticated equipment, small companies have been able
to bid for contracts at prices uneconomical to us. Additionally, in some jurisdictions we are subject to foreign
governmental regulations favoring or requiring the awarding of contracts to local contractors or requiring foreign
contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These regulations may
adversely affect our ability to compete.
Subsea Robotics. We believe we are the world's largest owner/operator of work-class ROVs employed in energy-
related operations. As of December 31, 2023, we owned 250 work-class ROVs. We compete with several major
companies on a worldwide basis and with numerous others operating locally in various areas. Competition for ROV
services, including ROV tooling, historically has been based on equipment availability, location of or ability to deploy
the equipment, quality of service and price. The relative importance of these factors can vary over time based on
market conditions. The ability to develop improved equipment and techniques and to attract, train and retain skilled
personnel is also an important competitive factor in our markets.
Our survey and positioning services operate in a competitive environment, as one of several companies that provide
these services. Additionally, in recent years, we have been targeting increasing our presence in international
markets.
Manufactured Products. With our manufactured products business, we are one of several companies that
compete on a worldwide basis for the provision of steel tube and thermoplastic control umbilicals, and, compared to
current and forecasted market demand, coupled with competitors reducing supply capacity, we are beginning to see
slight improvement in the umbilical manufacturing market. We believe the recent closures or reductions in capacity
by some of our competitors, coupled with an increase in demand, should help with balancing a historically over-
supplied market.
Within our mobility solutions and entertainment businesses, there are many niche competitors offering specialized
services and products, both on a regional and a global basis.
Offshore Projects Group. We perform subsea intervention and hardware installation services, principally in the
U.S. Gulf of Mexico and offshore Angola, from multiservice deepwater vessels. We are one of many companies that
offer these services. In general, our competitors can move their vessels to where we operate from other locations
with relative ease. However, some of our competitors’ vessels are not Jones Act-compliant, which requires that
vessels operating in the U.S. Gulf of Mexico be built and registered in the United States and 75% U.S. owned in
order to transport merchandise between points in the United States. We also have many competitors that supply
commercial diving services to the oil and gas industry in the U.S. Gulf of Mexico. Within our service and rental
businesses, there are many competitors offering specialized services and products both on a regional and a global
basis.
Integrity Management & Digital Solutions. The worldwide asset integrity and inspection markets consist of a wide
range of inspection and certification requirements in many industries. We currently compete in only selected
portions of this market. We are expanding our integrity management services into adjacent markets and are
developing our digitization services. We believe that our broad geographic sales and operational coverage, long
history of operations, technical and safety reputation, application of various inspection technologies and
accreditation to international quality standards enable us to compete effectively in our selected asset integrity and
inspection services market segments.
Aerospace and Defense Technologies
Engineering services is a very broad market with a large number of competitors. We compete in specialized areas
in which we can combine our extensive knowledge of operating in harsh environments, program management
7
experience, mechanical engineering expertise and the capability to continue the development of conceptual project
designs into the manufacture of custom equipment for customers.
SEASONALITY AND BACKLOG
We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf of Mexico in
our OPG 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 IMDS segment are also seasonally more active in the second and third
quarters. Revenue in our Subsea Robotics segment is subject to seasonal variations in demand, with our first
quarter generally being the low quarter of the year. The level of our Subsea Robotics seasonality depends on the
number of ROVs we have engaged in vessel-based subsea infrastructure IMR and installation, which is more
seasonal than drill support. Revenue in each of our Manufactured Products and ADTech segments generally has
not been seasonal.
The amounts of backlog orders we believed tobe firm as of 2023 and 2022 were as follows (in millions):
Energy
Subsea Robotics
Manufactured Products
Offshore Projects Group
Integrity Management & Digital Solutions
Total Energy
Aerospace and Defense Technologies
Total
As of December 31, 2023
1+ yr (1)
Total
As of December 31, 2022
1+ yr (1)
Total
$
$
782
622
355
332
2,091
236
$
303
194
121
148
766
23
$
771
467
239
281
1,758
189
$
2,327
$
789
$
1,947
$
313
186
—
126
625
16
641
(1) Represents amounts that were not expected to be performed within one year.
No material portion of our business is subject to renegotiation of profits or termination of contracts by the U.S.
Government.
PATENTS AND LICENSES
We currently hold numerous U.S. and foreign patents and pending patent applications. We have acquired patents
and licenses and granted licenses to others when we have considered it advantageous for us to do so. Although in
the aggregate our patents and licenses are important to us, we do not regard any single patent or license or group
of related patents or licenses as critical or essential to our business as awhole. In general, we depend on our
technological capabilities and the application of know-how rather than patents and licenses in the conduct of our
operations.
REGULATION
Our operations are affected from time to time and in varying degrees by foreign and domestic political developments
and foreign, federal and local laws and regulations, including those relating to:
•
•
operating from and around offshore drilling, production and marine facilities;
national preference for local equipment and personnel;
• marine vessel safety;
•
•
•
•
•
•
protection of the environment, including pollution, GHG emissions and climate change;
workplace health and safety;
data privacy;
taxation;
license requirements for importation and exportation of our equipment and technology; and
currency conversion and repatriation.
8
In addition, our Energy business primarily depends on the demand for our services and products from the oil and
gas industry and, therefore, is affected by changing taxes, price controls and other laws and regulations relating to
the oil and gas industry generally. The adoption of laws and regulations curtailing offshore exploration and
development drilling for oil and gas for economic and other policy reasons (such as addressing concerns about
climate change) would adversely affect our operations by limiting demand for our services. We cannot determine the
extent to which new legislation, new regulations or changes in existing laws or regulations may affect our future
operations.
Our operations and properties are subject to a wide variety of increasingly complex and stringent foreign, federal,
state and local environmental laws and regulations, including those governing discharges into the air and water, the
handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by
hazardous substances and the health and safety of employees. Sanctions for noncompliance may include
revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some
environmental laws provide for strict, joint and several liability for remediation of spills and other releases of
hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims
alleging personal injury or property damage as a result of alleged exposure to hazardous substances. These laws
and regulations may also expose us to liability for the conduct of or conditions caused by others, or for our acts that
were in compliance with all applicable laws at the time such acts were performed.
Environmental laws and regulations that apply to our operations include the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, the Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act (each, as amended) and similar laws that provide for responses to, and liability for,
releases of hazardous substances into the environment. Environmental laws and regulations also include similar
foreign, state or local counterparts to the above-mentioned federal laws, which regulate air emissions, water
discharges, hazardous substances and waste, and require public disclosure related to the use of various hazardous
substances. Our operations are also governed by laws and regulations relating to workplace safety and worker
health, primarily, in the United States, the Occupational Safety and Health Act and regulations promulgated
thereunder.
Compliance with federal, state and local provisions regulating the discharge of materials into the environment or
relating to the protection of the environment has not had a material impact on our capital expenditures, earnings or
competitive position. We cannot predict all of the environmental requirements or circumstances that will exist in the
future but anticipate that environmental control and protection standards will become increasingly stringent and
costly. Based on our experience to date, we do not currently anticipate any material adverse effect on our business
or consolidated financial position, results of operations or cash flows as a result of future compliance with existing
environmental laws and regulations. However, future events, such as changes in existing laws and regulations or
their interpretation, more vigorous enforcement policies of regulatory agencies, or stricter or different interpretations
of existing laws and regulations, may require additional expenditures by us, which may be material. Accordingly,
there can be no assurance that we will not incur significant environmental compliance costs in the future.
Our quality management systems are registered as being in conformance with ISO 9001:2015 and cover:
•
•
•
•
•
our Subsea Robotics operations in the U.S. Gulf of Mexico, the U.K., Norway, Angola, Ghana, Brazil,
Canada, India, the United Arab Emirates, Australia, Azerbaijan, Indonesia and Malaysia;
our Manufactured Products operations in Brazil, Canada, the U.S., the U.K., Norway, Malaysia, the
Netherlands and Germany;
our Offshore Projects Group operations in the U.S. Gulf of Mexico, the U.K., Norway, Angola, Ghana, Brazil,
Canada, India, the United Arab Emirates, Australia, Azerbaijan, Indonesia, Singapore, Thailand and
Malaysia;
our Integrity Management & Digital Solutions operations in the U.S. Gulf of Mexico, the U.K., Norway,
Angola, the United Arab Emirates, Oman, Qatar, Australia, Malaysia, Indonesia and Azerbaijan; and
the Oceaneering Space Systems, Oceaneering Technologies and Marine Services divisions of our
Aerospace and Defense Technologies segment in the U.S.
ISO 9001 is an internationally recognized system for quality management established by the International
Standards Organization, and the 2015 edition emphasizes customer satisfaction, risk assessment and continual
improvement.
9
HUMAN CAPITAL RESOURCES
Human Capital Programs and Metrics
We use a variety of human capital measures, including compensation and benefits program design, workforce
composition and diversity metrics, health and safety metrics, talent attraction techniques, and development and
management programs.
We believe our future success largely depends on our continued ability to attract and retain highly skilled
employees. Our attraction and retention efforts include:
•
•
•
•
•
•
•
Business Ethics. As described more fully below, we foster a culture that encourages Oceaneering
employees (“Oceaneers”) to act with integrity and insist upon business ethics.
Compensation and Benefits. We offer competitive compensation packages, including benefit packages
tailored to local markets of operation.
Career Development. We value continued learning and growth for all Oceaneers, regardless of their
location, career path or background. In our global business, we develop talent and offer career
advancement within local communities while offering exciting opportunities to deepen international business
and cultural experiences for Oceaneers with such aspirations. We offer accelerated career paths for
technicians into senior and supervisory roles as well as leadership development for personnel on
professional career tracks. We regularly review our leadership bench strength and demonstrate a strong
history of internal promotion.
Health, Safety, Security & Environment. We take a proactive, preventative, and people-first approach to
health, safety, security and environmental (“HSSE”) risks in our business. We start by measuring leading
indicators that provide opportunities to avoid HSSE events before they happen, and we keep HSSE at the
forefront of our decisions. We expect full commitment to HSSE from all Oceaneers and from all of our
business partners.
Diversity. Our success is rooted in the diversity of our workforce. We value a culture where employees can
be authentic at work, live their values, and grow and advance their careers. We identify barriers that may
prevent Oceaneers from harnessing their full potential and change systems and processes to address those
barriers. Our focus on diversity continues to mature to unleash the collective potential of Oceaneers. Our
local, regional, and global Employee Resource Groups give employees the opportunity to connect, learn
more, and advocate for improvements to Oceaneers’ sense of belonging and impact.
Community Involvement. Oceaneers value addressing the needs of the communities in which they live
and work. We support local, regional and global initiatives to address community needs, and we offer two
paid volunteer days annually to all employees to enable them to participate in community outreach activities
throughout the year.
Continual Improvement of Employee Experience. We believe that the employee value proposition can
vary and evolve from place to place and from time to time. With that in mind and with a commitment to
continual improvement of the employee experience, we conduct periodic employee engagement surveys to
gauge engagement of Oceaneers.
As of December 31, 2023, we had approximately 10,100 employees, of whom approximately 38% were employed in
the United States and approximately 62% were employed outside of the United States. Our workforce varies
In 2023, we worked in
seasonally and typically peaks during the second and third quarter of each year.
approximately 52 countries across six continents and employed people representing over 114 different nationalities.
Business Ethics
Our Code of Conduct applies to all of our directors, officers and employees. Additionally, our joint venture partners,
consultants, agents, subcontractors and other business partners must follow applicable law and ethical business
practices consistent with our Code of Conduct when working on our behalf. The Code of Conduct is approved by
the Board of Directors and is regularly reviewed by the Audit Committee. Waivers of the Code of Conduct are to be
granted only by our Board of Directors.
Our Code of Conduct outlines Oceaneering’s commitment
to honest and ethical conduct, compliance with
applicable laws and regulations, prompt internal reporting of potential and actual violations (including a prohibition
against retaliation for making good faith reports), accountability for violations and public reporting or disclosures as
required by applicable law. While no Code of Conduct can cover every circumstance that may relate to business
10
ethics, our Code of Conduct provides guidance and instructions related to conflicts of interest, anti-bribery and
corruption (including management of third-party representatives), fair competition, trade controls, record-keeping,
data privacy, protection of confidential and proprietary information, insider trading, respectful workplace, human
rights, and more.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
We are including the following discussion to inform our existing and potential security holders generally of some of
the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for
forward-looking statements that applicable federal securities law affords.
From time to time, our management or persons acting on our behalf make forward-looking statements to inform
existing and potential security holders about our company. These statements may include projections and estimates
concerning the timing and success of specific projects and our future orders, revenue, income and capital spending.
Forward-looking statements are generally accompanied by words such as “estimate,” “plan,” “project,” “predict,”
“believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal,” “may,” “should,” or other words that convey the
uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a
forward-looking statement and refer to this cautionary statement.
In addition, various statements this report contains, including those that express a belief, expectation or intention, or
that express a future goal or commitment, are forward-looking statements. Those forward-looking statements
appear in Part I of this report in Item 1—“Business,” Item 2—“Properties” and Item 3—“Legal Proceedings” and in
Part II of this report in Item 7—“Management's Discussion and Analysis of Financial Condition and Results of
Operations,” Item 7A—“Quantitative and Qualitative Disclosures About Market Risk” and in the Notes to
Consolidated Financial Statements incorporated into Item 8 and elsewhere in this report. These forward-looking
statements speak only as of the date of this report, we disclaim any obligation to update these statements, and we
caution you not to rely unduly on them. We have based these forward-looking statements on our current
expectations and assumptions about future events. While our management considers these expectations and
assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory
and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond
our control. These risks, contingencies and uncertainties relate to, among other matters, the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
factors affecting the level of activity in the energy 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 the Organization of Petroleum Exporting Countries (“OPEC”), and other oil exporting
countries;
decisions about offshore developments to be made by oil and gas exploration, development and production
companies;
decisions about offshore developments to be made by offshore renewables companies;
the use of subsea completions and our ability to capture a share of the associated market;
factors affecting the level of activity in our government businesses, including decisions on spending and
funding by the U.S. Government;
factors affecting the level of activity in our entertainment businesses, including decisions on capital
expenditure decisions by entertainment business customers, such as theme park operators;
factors affecting our ability to achieve our growth expectations for our mobile robotics technology products;
general economic and business conditions and industry trends, including the ongoing transition to
alternative sources of energy to reduce worldwide emissions of carbon dioxide and other “greenhouse
gases,” the effects of inflation and future monetary policies and actions of the Federal Reserve;
the strength of the industry segments in which we are involved;
cancellations of contracts, change orders and other contractual modifications and the resulting adjustments
to our backlog;
collections from our customers;
the availability and increased costs of chartered vessels;
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;
11
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to comply with covenants in our credit agreements and other debt instruments and the availability,
terms and deployment of capital;
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 (including pollution and climate change);
the continued availability of qualified personnel and our ability to attract and retain those qualified
personnel;
our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources;
increases in material costs on long-term projects at prices higher than originally forecast;
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;
the risks associated with the use of complex information technology systems, including cybersecurity risks
and the risks associated with failures to protect data privacy in accordance with applicable legal
requirements and contractual provisions binding upon us;
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.
We believe the items we have outlined above are important factors that could cause our actual results to differ
materially from those expressed in a forward-looking statement made in this report or elsewhere by us or on our
behalf. We have discussed most of these factors in more detail elsewhere in this report. These factors are not
necessarily all the factors that could affect us. Unpredictable or unanticipated factors we have not discussed in this
report could also have material adverse effects on actual results of matters that are the subject of our forward-
looking statements. We do not intend to update our description of important factors each time a potential important
factor arises. We advise our security holders that they should (1) be aware that important factors we do not refer to
above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when
considering our forward-looking statements.
AVAILABLE INFORMATION
Our website address is www.oceaneering.com. We make available through this website under “Investor Relations—
SEC Financial Reports,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, amendments to those reports and Section 16 filings by our directors and executive officers as
soon as reasonably practicable after we, or our executive officers or directors, as the case may be, electronically file
those materials with, or furnish those materials to, the U.S. Securities and Exchange Commission (“SEC”). In
addition, the SEC maintains a website, www.sec.gov, which contains reports, proxy and other information
statements, and other information regarding issuers that file electronically with the SEC.
We have adopted, and posted on our website: our corporate governance guidelines; a code of ethics for our Chief
Executive Officer and Senior Financial Officers; charters for the Audit, Nominating, Corporate Governance and
Sustainability, and Compensation Committees of our Board of Directors; and a code of business conduct and ethics
that applies to all of our directors, officers and employees.
We also post on our website materials that summarize our environmental, social and governance (“ESG”) efforts,
including our annual Sustainability Accounting Standards Board Disclosures and our Climate Change Report
aligned with the Task Force on Climate-Related Financial Disclosures guidance. These materials are available in
print to any stockholder that makes a written request to Oceaneering International, Inc., Attention: Corporate
Secretary, 5875 North Sam Houston Parkway West, Suite 400, Houston, Texas 77086. Information contained on or
accessible from our website or any other website is not incorporated by reference into this Annual Report and
should not be considered part of this report.
12
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Executive Officers. The following information relates to our executive officers as of February 16, 2024:
NAME
Roderick A. Larson
Earl F. Childress
Alan R. Curtis
Holly D. Kriendler
Benjamin M. Laura
Jennifer F. Simons
Catherine E. Dunn
Philip G. Beierl
Christopher J. Dyer
Leonardo P. Granato
Martin J. McDonald
Shaun R. Roedel
AGE POSITION
57
President and Chief Executive Officer and Director
58
58
59
45
47
46
65
44
50
60
56
Senior Vice President and Chief Commercial Officer
Senior Vice President and Chief Financial Officer
Senior Vice President and Chief Human Resources Officer
Senior Vice President and Chief Innovation Officer
Senior Vice President, Chief Legal Officer and Secretary
Vice President and Chief Accounting Officer
Senior Vice President, Aerospace and Defense Technologies
Senior Vice President, Offshore Projects Group
Senior Vice President, Integrity Management and Digital Solutions
Senior Vice President, Subsea Robotics
Senior Vice President, Manufactured Products
EXECUTIVE
OFFICER
SINCE
2012
EMPLOYEE
SINCE
2012
2020
2015
2020
2020
2023
2023
2018
2022
2022
2015
2020
2020
1995
2016
2014
2023
2002
2005
2004
2016
1989
2009
Each executive officer serves at the discretion of our Board of Directors and is subject to reelection or
reappointment each year after the annual meeting of our shareholders. We do not know of any arrangement or
understanding between any of the above persons and any other person or persons pursuant to which they were
selected or appointed as an officer.
Business Experience. The following summarizes the business experience of our executive officers. Except where
we otherwise indicate, each of these persons has held his or her current position with Oceaneering for at least the
past five years.
Roderick A. Larson, President and Chief Executive Officer, joined Oceaneering in 2012 as Senior Vice President
and Chief Operating Officer, became President in February 2015 and became President and Chief Executive Officer
in May 2017, when he joined our Board of Directors. Mr. Larson previously held positions with Baker Hughes
Incorporated from 1990 until he joined Oceaneering, serving most recently as President, Latin America Region from
January 2011. Previously, he served as Vice President of Operations, Gulf of Mexico Region from 2009 to 2011,
Gulf Coast Area Manager from 2007 to 2009, and Special Projects Leader Technical Training Task from 2006 to
2007.
Earl F. Childress, Senior Vice President and Chief Commercial Officer, joined Oceaneering in March 2020 as Senior
Vice President, Business Development and assumed his current role in May 2020. From 2015 to 2020, he served
as Executive Vice President of Strategy and Business Development for Teledyne Marine, and as General Manager
of Teledyne Seismic and Teledyne RD Instruments. Prior to 2015, Mr. Childress served in sales, marketing and
strategy roles for Teledyne, including mergers and acquisitions in marine instrumentation markets. Mr. Childress is a
member of Petroleum Equipment and Services Association and the National Ocean Industries Association.
Alan R. Curtis, Senior Vice President and Chief Financial Officer, joined Oceaneering in 1995 as the Financial and
Operations Controller for our Subsea Products segment, and became Vice President and Controller of Subsea
Products in 2013 and Senior Vice President, Operations Support in 2014. He was appointed to his current position
in August 2015.
Holly D. Kriendler, Senior Vice President and Chief Human Resources Officer, joined Oceaneering in October 2016
as Vice President, Human Resources and was appointed as its Chief Human Resources Officer in 2018 and to her
current position in March 2020, with responsibility for Oceaneering’s human resources, global mobility and
operations training functions. Prior to joining Oceaneering, Ms. Kriendler served in human resources leadership
positions from 2006 to 2016 at affiliates of Tyco International Ltd. and successor entities, including most recently as
Vice President, Human Resources for The ADT Corporation from 2011. Ms. Kriendler has more than 25 years of
experience in human resources management.
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Benjamin M. Laura, Senior Vice President and Chief Innovation Officer, joined Oceaneering as Director of Subsea
Services in 2014. He was appointed to his current position in October 2022. Prior to that time, he served as Vice
President of Service, Technology & Rentals from 2015, as Senior Vice President, Service and Rental from March
2020 and as Senior Vice President, Offshore Projects Group from May 2020. Prior to joining Oceaneering,
Mr. Laura worked for Baker Hughes as the Vice-President and Managing Director for Baker Hughes do Brasil.
Jennifer F. Simons joined Oceaneering in January 2023 as Senior Vice President, Chief Legal Officer and Secretary.
Prior to joining Oceaneering, Ms. Simons worked for Parker Wellbore since 2010, serving in roles of increasing
seniority and responsibility. She most recently served at Parker Wellbore as Senior Vice President, Chief
Administration Officer, General Counsel and Corporate Secretary, a role held since 2020, and Vice President,
General Counsel and Corporate Secretary, a role held from 2018 through 2020. Prior to her service with Parker
Wellbore, Ms. Simons practiced law with a private law firm.
Catherine E. Dunn, Vice President and Chief Accounting Officer, joined Oceaneering in June 2002 and served as
Corporate Controller from January 2012 until she was appointed to her current position in December 2023. Prior to
joining Oceaneering, Mrs. Dunn was with Arthur Anderson. Mrs. Dunn holds a Bachelor’s degree in Accounting from
Louisiana State University and is a Certified Public Accountant.
Philip G. Beierl, Senior Vice President, Aerospace and Defense Technologies, joined Oceaneering in 2005 and held
leadership positions in the Oceaneering Technologies business unit, most recently as its Vice President and
General Manager from 2014. Mr. Beierl was appointed as Oceaneering's Senior Vice President, Advanced
Technologies in 2018 and to his current position in August 2020. Before joining Oceaneering, he served in the U.S.
Navy for over 25 years.
Christopher J. Dyer, Senior Vice President, Offshore Projects Group, joined Oceaneering in 2004 as a Project
Engineer in our Space Systems division. He was appointed to his current position in October 2022. Prior to that
time, he served as Vice President, Offshore Projects Group–Americas from February 2022 and Director, Offshore
Projects Group–Americas from May 2020. Prior to our segment realignment, he served within our Service and
Rental business unit as: Director, Intervention from April 2019; Global Service Line Manager from June 2018; and
Service Line Manager from February 2016.
Leonardo P. Granato, Senior Vice President, Integrity Management and Digital Solutions, joined Oceaneering in
January 2016 as Director of Service Excellence for our Service and Rental business unit. He was appointed to his
current position in October 2022. Prior to that time, he served as Brazil Country Manager since December 2019 and
also as Business Development – Managing Director Brazil since July 2018. Prior to joining Oceaneering, Mr.
Granato served in roles of increasing responsibility with Baker Hughes Incorporated and Baker Hughes do Brasil,
including most recently as Latin America HSE Director from March 2014 to January 2016.
Martin J. McDonald, Senior Vice President, Subsea Robotics, joined Oceaneering in 1989. He held a variety of
domestic and international positions of increasing responsibility in our Remotely Operated Vehicles segment and
most recently served as Vice President and General Manager for our ROV operations in the Eastern Hemisphere
from 2006 until being appointed Senior Vice President, Remotely Operated Vehicles in 2016. He was appointed to
his current position in May 2020.
Shaun R. Roedel, Senior Vice President, Manufactured Products, joined Oceaneering in 2009 as Assistant General
Manager/Group Project Manager of the umbilical plant in Panama City, Florida, and became Vice President, Subsea
Products in 2017. He was appointed to his current position in March 2020. Prior to joining Oceaneering, Mr. Roedel
was the head of project management for Siemens Dematic from 1997 to 2004 and the head of project management
and construction for Vanderlande Industries from 2004 to 2009. Mr. Roedel served in the U.S. Navy from 1990 to
1997.
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Item 1A.
Risk Factors.
We are subject to various risks and uncertainties in the course of our business. The following summarizes the risks
and uncertainties that we consider to be material and that may materially and adversely affect our business,
financial condition, results of operations or cash flows and the market value of our securities. Investors in our
company should consider these matters, in addition to the other information we have provided in this report and the
documents we incorporate by reference.
Business and Operational Risks
We derive most of our revenue from companies in the offshore oil and gas industry, a historically cyclical
industry with levels of activity that are significantly affected by the levels and volatility of oil and gas prices.
We derive most of our revenue from customers in the offshore oil and gas exploration, development and production
industry. The offshore oil and gas industry is a historically cyclical industry characterized by significant changes in
the levels of exploration and development activities. Oil and gas prices, and market expectations of potential
changes in those prices, significantly affect the levels of those activities. Worldwide political, economic and military
events have contributed to oil and gas price volatility and are likely to continue to do so in the future. In addition,
there is ongoing uncertainty regarding the long-term outlook for the U.S. Gulf of Mexico, as a result of a prior
temporary ban on leasing of U.S. federal lands imposed by the current presidential administration. While the
temporary ban has been lifted, the Biden administration resumed selling leases to drill for oil and gas on federal
lands in April 2022, but with an 80% reduction in the number of acres offered and an increase in the royalties
companies must pay to drill. In July 2023, the U.S. Department of the Interior (“DOI”) proposed updates to its
onshore oil and gas leasing regulations which could further restrict oil and gas exploration and production on federal
lands. DOI expects to issue a final rule in the spring of 2024. In August 2023, DOI proposed a scaled back offshore
lease sale for certain areas in the Gulf of Mexico due to concerns related to an endangered whale population in the
area. The exclusion of certain lease blocks from the sale was successfully challenged in court and DOI was ordered
to hold the lease sale at its original scale. This decision was upheld by the U.S. Court of Appeals for the Fifth Circuit
on November 14, 2023, and the sale was held on December 20, 2023. Any prolonged reduction in the overall level
of offshore oil and gas exploration and development activities, whether resulting from changes in oil and gas prices,
limitations on access to capital for such activities, governmental actions or regulatory developments or otherwise,
could materially and adversely affect our financial condition and results of operations in our operating segments
within our Energy business. Some factors that have affected and are likely to continue affecting oil and gas prices
and the level of demand for our services and products include the following:
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worldwide demand for oil and gas;
general economic and business conditions and industry trends;
the ability of OPEC to set and maintain production levels;
the level of production by non-OPEC countries;
the ability of oil and gas companies to generate funds for capital expenditures;
the ongoing ability to access external financing from financial institutions or the capital markets;
the cost of exploring for, developing and producing oil and gas as compared to alternative energy sources;
domestic and foreign tax policy;
laws and governmental regulations that restrict exploration and development of oil and gas in various
offshore jurisdictions;
technological changes that could lead to competition from new market entrances;
the political environment of oil-producing regions;
the changing environmental and social landscape;
the price and availability of alternative energy;
war, sabotage, terrorism and civil unrest, including the conflict between Russia and Ukraine and conflict in
the Middle East; and
extreme weather conditions, natural disasters, public health crises and pandemics or epidemics, such as
COVID-19 and variants thereof.
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Our operations could be adversely impacted by the indirect consequences of climate change and climate-
related business trends.
Scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse gases,”
including carbon dioxide and methane, are contributing to warming of the earth’s atmosphere and other climatic
changes. In response to those studies, the issue of climate change and the effects of greenhouse gas emissions, in
particular emissions from fossil fuels, has attracted and continues to attract political and social attention. Although it
is not possible at this time to predict the timing and effect of climate-related business trends, any such
developments, including the declining cost of renewable energy generation technologies, continued government
subsidies, and the continuing electrification of various technologies that previously used hydrocarbons, could impact
the long-term demand for oil and natural gas and, ultimately, the demand for the services and products of our
Energy business.
Climate-related business trends could result in, among other things, decreased demand for goods or services that
produce significant greenhouse gas emissions, such as our fleet of vessels, increased demand for goods that result
in lower emissions than competing products and increased competition to develop innovative new products that
result in lower emissions. As we strive to develop innovative new product offerings, we aim to address a myriad of
challenges facing our customers and the industries that we serve, including, among many others, energy efficiency,
labor shortages, safety and climate change. To meet these challenges, we strive to innovate products and services
that, in addition to lowering greenhouse gas emissions for our customers, offer higher energy efficiency, fewer
personnel requirements due to more automation and superior safety characteristics. While this creates opportunities
for our business, we face the risk that we will be unable to execute on such innovation in a timely manner, or at all,
which may materially and adversely affect our business, financial condition, results of operations or cash flows if our
customers turn to other suppliers for these products. If we are unable to meet increased customer expectations
around the energy efficiency and carbon emissions of our new products, our business or our reputation could be
negatively impacted.
Further, increased demand for generation and transmission of energy from alternative energy sources could result
in a decreased demand for goods or services that complement the hydrocarbon industry generally, even if those
goods and services themselves do not produce significant greenhouse gas emissions, such as our remotely
operated vehicles. Our business could be negatively impacted if we are unable to successfully market our products
and services to customers who produce energy from alternative energy sources.
Beyond financial impacts, climate change poses potential physical risks. Scientific studies forecast that these risks
include increases in sea levels, stresses on water supply, rising average temperatures and other changes in
weather conditions, such as increases in precipitation and extreme weather events, such as floods, heat waves,
hurricanes and other tropical storms and cyclones. The projected physical effects of climate change have the
potential to directly affect the operations we conduct for customers and result in increased costs related to our
operations. However, because the nature and timing of changes in extreme weather events (such as increased
frequency, duration, and severity) are uncertain, it is not possible for us to estimate reliably the future financial risk
to our operations caused by these potential physical risks.
Our international operations involve additional risks not associated with domestic operations.
A significant portion of our revenue is attributable to operations in foreign countries. These activities accounted for
approximately 58% of our consolidated revenue in 2023. Risks associated with our operations in foreign areas
include risks of:
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regional and global economic downturns;
public health crises, such as COVID-19, Severe Acute Respiratory Syndrome, severe influenza and other
highly communicable viruses or diseases, that could limit our access to customers', vendors' or our facilities
or offices, impose travel restrictions on our personnel or otherwise adversely affect our operations or
demand for our services;
expropriation, confiscation or nationalization of assets;
renegotiation or nullification of existing contracts;
foreign exchange restrictions;
foreign currency fluctuations, particularly in countries highly dependent on oil revenue;
foreign taxation, including the application and interpretation of tax laws;
the inability to repatriate earnings or capital;
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changing political conditions;
changing foreign and domestic monetary policies; and
social, political, military and economic situations in foreign areas where we do business and the possibilities
of civil disturbances, war, other armed conflict, terrorist attacks or acts of piracy.
Additionally, in some jurisdictions we are subject to foreign governmental regulations favoring or requiring the
awarding of contracts to local contractors or requiring foreign contractors to employ citizens of, or purchase supplies
from, a particular jurisdiction. These regulations may adversely affect our ability to compete.
Our exposure to the risks we described above varies from country to country. There is a risk that a continuation or
worsening of these conditions could materially and adversely impact our future business, operations, financial
condition and results of operations.
Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain
indicator of our future revenue and earnings.
There can be no assurance that the revenue included in our backlog will be realized or, if realized, will result in
profits. Because of project cancellations or potential changes in the scope or schedule of our customers' projects,
we cannot predict with certainty when or if backlog will be realized. Material delays, suspensions, cancellations or
payment defaults could materially affect our financial condition, results of operations and cash flows. We may be at
risk of delays, suspensions and cancellations in the current market environment.
Reductions in our backlog due to cancellation by a customer or for other reasons would adversely affect, potentially
to a material extent, the revenue and earnings we actually receive from contracts included in our backlog. Many of
our ROV contracts have 30-day notice termination clauses. Some of the contracts in our backlog provide for
cancellation fees in the event customers cancel projects. These cancellation fees usually provide for reimbursement
of our out-of-pocket costs, revenue for work performed prior to cancellation and a varying percentage of the profits
we would have realized had the contract been completed. However, under limited circumstances, such as certain
bankruptcy events, no cancellation fee would be owed to us. Further, even if a cancellation fee is owed to us, a
customer may be unable or may refuse to pay the cancellation fee. We typically have no contractual right upon
cancellation to the total contract revenue as reflected in our backlog. If we experience significant project
terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results
of operations and cash flows may be adversely impacted.
Our offshore oilfield operations involve a variety of operating hazards and risks that could cause losses.
Our offshore oilfield operations are subject to the hazards inherent in the offshore oilfield business. These include
blowouts, explosions, fires, collisions, capsizings and severe weather conditions. These hazards could result in
personal injury and loss of life, severe damage to or destruction of property and equipment, pollution or
environmental damage and suspension of operations. We may incur substantial liabilities or losses as a result of
these hazards. While we maintain insurance protection against some of these risks and seek to obtain indemnity
agreements from our customers requiring the customers to hold us harmless from some of these risks, our
insurance and contractual indemnity protection may not be sufficient or effective to protect us under all
circumstances or against all risks. The occurrence of a significant event not fully insured or indemnified against or
the failure of a customer to meet its indemnification obligations to us could materially and adversely affect our
results of operations and financial condition.
Legal and Regulatory Risks
Legislative and regulatory responses to climate change and the ongoing “energy transition” could result in
increased operating costs and capital expenditures and changes in demand for the services and products
of our Energy business.
The legislative and regulatory responses to climate change and its effects have the potential to negatively affect our
business in many ways, including increasing the costs to provide the services and products of our Energy business,
reducing the demand for and consumption of certain of those services and products, and the economic health of the
regions in which we operate, all of which can create financial risks.
Legislation to regulate greenhouse gas emissions has, from time to time, been introduced in the U.S. Congress and
such legislation may be proposed or adopted in the future. In addition, the Environmental Protection Agency (“EPA”)
has adopted regulations addressing greenhouse gas emissions, including the EPA’s final methane rules, which
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impose several new methane emission requirements on the oil and gas industry, announced on December 2, 2023,
during the United Nations Climate Change Conference in the United Arab Emirates (“COP28”). There also have
been international efforts seeking legally binding reductions in greenhouse gas emissions, as well as non-binding
efforts, including the non-binding agreement by more than 190 governments at COP28 to transition away from fossil
fuels and encourage the growth and expansion of renewable energy. The United States was actively involved in the
negotiations at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change
in Paris, which led to the creation of the “Paris Agreement.” The Paris Agreement requires the signatory countries to
review and "represent a progression" in their nationally determined contributions, which set emissions reduction
goals, every five years.
It is not possible at this time to predict the timing and effect of climate change or to predict the effect of the Paris
Agreement (or similar international agreements) or whether additional greenhouse gas legislation, regulations or
other measures will be adopted. However, more aggressive efforts by governments and non-governmental
organizations to reduce greenhouse gas emissions appear likely and any such future laws and regulations could
result in increased compliance costs or additional operating restrictions applicable to our Energy business
customers and/or us. For example, in August 2022, President Biden signed the Inflation Reduction Act (“IRA”) into
law, which imposes a charge on methane emissions from certain petroleum and natural gas system facilities and
could have an indirect impact on demand for the goods and services of our Energy business, and on December 2,
2023 during COP28, the EPA announced its final methane rules, which impose several new methane emission
requirements on the oil and gas industry. Our business could also be impacted by governmental initiatives to
incentivize the conservation of energy or the use of alternative energy sources. These initiatives to reduce energy
consumption or incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing
demand for the goods and services of our Energy business, and adversely impact our business, financial condition,
results of operations and cash flows.
The adoption of additional climate change laws or regulations in the future could result in increased costs for our
Energy business customers and us to (1) operate and maintain operating facilities, (2) install new emission controls
or abatement technologies (such as CCS technologies) on operating facilities and (3) administer and manage
greenhouse gas emissions programs. If we are unable to recover or pass through a significant level of our costs
related to complying with climate change regulatory requirements imposed on us, they could have a material
adverse effect on our results of operations and financial condition. Further, such legislation or regulation could
prevent customer projects from going forward, thereby potentially reducing the need for our products and services.
In addition, to the extent financial markets and insurance carriers view climate change and the greenhouse gas
emissions of our Energy business customer base as a financial risk, this could negatively impact our cost of and
access to capital and insurance.
Climate change also subjects us to the risk of increased negative publicity. Negative public perception regarding us
and/or the energy industry resulting from, among other things, concerns raised by advocacy groups about oil spills,
greenhouse gas emissions, climate change and explosions of or leaks from pipelines carrying crude oil, refined
petroleum products or natural gas, may lead to increased regulatory scrutiny, which may, in turn, lead to new safety
and environmental laws, regulations, guidelines and enforcement interpretations. These actions may cause
operational delays or restrictions, increased operating costs or capital expenditures, additional regulatory burdens
and increased risk of litigation for us and our energy industry customers. Furthermore, governmental authorities
exercise considerable discretion in the timing and scope of permit issuance required for the operations conducted
by or for our energy industry customers and, in many cases, the public may engage in the permitting process.
Negative public perception could cause such permits to be withheld, delayed, or burdened by requirements that
restrict our ability to profitably conduct business for our energy industry customers. Ultimately, these risks could
result in reduced demand for the services and products of our Energy business, which would adversely impact our
revenues, and increased costs that may adversely affect our profitability and cash flows.
In addition, climate change legislation and regulation may subject us to increased competition to develop innovative
new products that result in lower emissions. Please refer to the risk factor entitled “Our operations could be
adversely impacted by the indirect consequences of climate change and climate-related business trends” for a
discussion of the impact of other climate-related consequences on our business, financial condition, results of
operations and cash flows.
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Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could
weaken our ability to win contracts, which could result in reduced revenue and profits.
Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one or more
of our employees, agents or partners could have a significant negative impact on our business and reputation. Such
misconduct could include the failure to comply with the U.S. Foreign Corrupt Practices Act ("FCPA"), which prohibits
companies and their intermediaries from making improper payments to non-U.S. officials, as well as the failure to
comply with government procurement regulations, regulations on lobbying or similar activities, regulations pertaining
to the internal controls over financial reporting and various other applicable laws or regulations, including the U.K.
Bribery Act. We operate in some countries that international corruption monitoring groups have identified as having
high levels of corruption. Our activities create the risk of unauthorized payments or offers of payments by one of our
employees or agents that could be in violation of the FCPA or other applicable anti-corruption laws. The precautions
we take to prevent and detect misconduct, fraud or non-compliance with applicable laws and regulations may not be
effective, and we could face unknown risks or losses. Our failure to comply with applicable laws or regulations or
acts of misconduct could subject us to fines, penalties or other sanctions, which could have a material adverse
effect on our business and our consolidated financial condition, results of operations and cash flows.
Laws and governmental regulations may add to our costs or adversely affect our operations.
Our business is affected by changes in public policy and by federal, state, local and foreign laws and regulations,
including those relating specifically to the offshore oil and gas industry. Offshore oil and gas exploration and
production operations are affected by tax, environmental, safety and other laws, by changes in those laws,
application or interpretation of existing laws, and changes in related administrative regulations. It is possible that
such new laws and regulations, or changes to the application or interpretation of existing laws and regulations, may
in the future add significantly to our operating costs or those of our customers or otherwise directly or indirectly
affect our operations.
On August 16, 2022, President Biden signed the IRA into law. The IRA contains several revisions to the Internal
Revenue Code, including a 15% corporate minimum tax for taxpayers with adjusted financial statement income in
excess of $1.0 billion and a 1% excise tax on corporate stock repurchases made after December 31, 2022. We
continue to analyze the potential impact of the IRA on our consolidated financial statements and to monitor
guidance to be issued by the U.S. Department of the Treasury.
Environmental laws and regulations can increase our costs, and our failure to comply with those laws and
regulations can expose us to significant liabilities.
Risks of substantial costs and liabilities related to environmental compliance issues are inherent in our operations.
Our operations are subject to extensive federal, state, local and foreign laws and regulations relating to the
generation, storage, handling, emission, transportation and discharge of materials into the environment. Permits are
required for the operation of various facilities, and those permits are subject to revocation, modification and renewal.
Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to
fines, injunctions or both. In some cases, those governmental requirements can impose liability for the entire cost of
cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of
or conditions others have caused, or for our acts that complied with all applicable requirements when we performed
them. It is possible that other developments, such as stricter environmental laws and regulations, and claims for
damages to property or persons resulting from our operations, would result in substantial costs and liabilities. Our
insurance policies and the contractual indemnity protection we seek to obtain from our customers may not be
sufficient or effective to protect us under all circumstances or against all risks involving compliance with
environmental laws and regulations.
Financial Risks
Foreign exchange risks and fluctuations may affect our profitability on certain projects.
We operate on a worldwide basis with substantial operations outside the United States that subject us to U.S. dollar
translation and economic risks. In order to manage some of the risks associated with foreign currency exchange
rates, we may enter into foreign currency derivative (hedging) instruments, especially when there is currency risk
exposure that is not naturally mitigated via our contracts. However, these actions may not always eliminate all
currency risk exposure, in particular for our long-term contracts. A disruption in the foreign currency markets,
including the markets with respect to any particular currencies, could adversely affect our hedging instruments and
subject us to additional currency risk exposure. Based on fluctuations in currency, the U.S. dollar value of our
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backlog may from time to time increase or decrease significantly. We do not enter into derivative instruments for
trading or other speculative purposes. Our operational cash flows and cash balances, though predominately held in
U.S. dollars, may consist of different currencies at various points in time in order to execute our contracts globally.
Non-U.S. asset and liability balances are subject to currency fluctuations when measured period to period for
financial reporting purposes in U.S. dollars.
Maintaining adequate letter of credit and bonding capacity is necessary for us to successfully bid on and
win various contracts.
In line with industry practice, we are often required to post standby letters of credit to customers or enter into surety
bond arrangements in favor of customers. Those letters of credit and surety bond arrangements generally protect
customers against our failure to perform our obligations under the applicable contracts. However, the terms of those
letters of credit, including terms relating to the customer’s ability to draw upon the letter of credit and the amount of
the letter of credit required, can vary significantly. If a letter of credit or surety bond is required for a particular project
and we are unable to obtain it due to insufficient liquidity or other reasons, we may not be able to pursue that
project. We have limited capacity for letters of credit, and we rely substantially on bilateral letters of credit from
various issuing banks in a number of markets. Moreover, due to events that affect the credit markets generally,
letters of credit may be more difficult to obtain in the future or may only be available at significant additional cost.
Letters of credit, including through our bilateral arrangements (which are cancelable in the discretion of the issuing
banks), may not continue to be available to us on reasonable terms. Our inability to obtain adequate letters of credit
and surety bonds and, as a result, to bid on new work could have a material adverse effect on our business, cash
flows, liquidity, financial condition and results of operations.
Significant inflation and higher interest rates could adversely affect our business and financial condition.
The United States experienced inflationary pricing and increasing construction and labor costs in 2022 and 2023.
While the pace of inflation has reduced since 2022, future changes in inflation could have an adverse impact on our
business and our financial condition by increasing our costs of materials and labor. In addition, changing and future
monetary policies and actions of the Federal Reserve that result from such adverse market and economic
conditions (such as raises to the target federal funds rate) could adversely affect our ability to obtain financing and
raise our (or our customers’) cost of capital. In a highly inflationary environment, we may be unable to raise pricing
for our energy services and products at or above the rate of inflation, which could reduce our profit margins and our
cost of capital, labor and materials could increase, which could have an adverse impact on our business and our
financial condition.
Public and investor sentiment regarding ESG matters and our industry could adversely affect our business
operations and the trading price of our securities.
Businesses across all industries are facing increasing scrutiny from investors, governmental authorities, regulatory
agencies and the public related to their ESG practices, including practices and disclosures related to climate
change, sustainability, diversity, equity and inclusion initiatives and heightened governance standards. Failure, or a
perceived failure, to adequately respond to or meet evolving ESG expectations, concerns and standards may cause
us to suffer reputational damage and materially and adversely affect our business or financial condition, or the
trading price of our securities. In addition, organizations that provide ESG information to investors have developed
ratings processes for evaluating a business entity’s approach to ESG matters, and certain members of the broader
investment community may consider a business entity’s sustainability score as a reputational or other factor in
making an investment decision. Consequently, a low sustainability score could result in exclusion of our securities
from consideration by certain investment funds and a negative perception of our operations by certain investors. In
addition, efforts in recent years aimed at the investment community to limit or curtail activities with companies
engaged in the extraction of fossil fuel reserves could limit our ability to access the capital markets to the extent the
services we provide to such customers engaged in extraction activities constitute a significant portion of our
operations. As a result, such initiatives could have an adverse impact on our business and our financial condition.
Difficulty in obtaining sufficient capital could adversely impact our business and financial condition.
A financial crisis or economic recession could have an adverse impact on our business and our financial condition.
In particular, the cost of capital could increase substantially and the availability of funds from the capital markets
could diminish significantly. Since the global recession in 2008, credit and capital markets have, from time to time,
experienced volatility. Our ability to access the capital markets in the future could be restricted or available on terms
we do not consider favorable. Limited access to the capital markets could adversely impact our ability to take
advantage of business opportunities or react to changing economic and business conditions and could adversely
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impact our ability to continue our growth strategy. Ultimately, we could be required to reduce our future capital
expenditures substantially and such a reduction could have a material adverse effect on our business and our
consolidated financial condition, results of operations and cash flows. A financial crisis or economic recession could
also affect our suppliers and our customers, causing them to fail to meet their obligations to us, which could have a
material adverse effect on our revenue, income from operations and cash flows.
If one or more of the lenders under our revolving credit facility were to become unable or unwilling to perform their
obligations under that facility, our borrowing capacity could be reduced. Our inability to borrow under our revolving
credit facility could limit our ability to fund our future operations and growth.
In addition, we maintain our cash balances and short-term investments primarily in accounts held by major banks
and financial institutions located principally in North America, Europe, Africa and Asia, and some of those accounts
hold deposits that exceed available insurance. It is possible that one or more of the financial institutions in which we
hold our cash and investments could become subject to bankruptcy, receivership or similar proceedings. As a result,
we could be at risk of not being able to access material amounts of our cash, which could result in a temporary
liquidity crisis that could impede our ability to fund operations.
Strategic Risks Related to our Business
Our business strategy contemplates future acquisitions. Acquisitions of other businesses or assets present
various risks and uncertainties.
We may pursue growth through the acquisition of businesses or assets that will enable us to broaden our service
and product offerings and expand into new markets. We may be unable to implement this element of our growth
strategy if we cannot identify suitable businesses or assets, reach agreement on potential strategic acquisitions on
acceptable terms or for other reasons. Moreover, acquisitions involve various risks, including:
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difficulties relating to the assimilation of personnel, services and systems of an acquired business and the
assimilation of marketing and other operational capabilities;
challenges resulting from unanticipated changes in customer and other third-party relationships subsequent
to acquisition;
additional financial and accounting challenges and complexities in areas such as tax planning, treasury
management, financial reporting and internal controls;
assumption of liabilities of an acquired business, including liabilities that were unknown at the time the
acquisition transaction was negotiated;
possible liabilities under the FCPA and other anti-corruption laws;
diversion of management's attention from day-to-day operations;
failure to realize anticipated benefits, such as cost savings and revenue enhancements;
potentially substantial transaction costs associated with acquisitions; and
potential impairment resulting from the overpayment for an acquisition.
Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on
attractive terms. Moreover, to the extent an acquisition transaction financed by non-equity consideration results in
goodwill, it will reduce our tangible net worth, which might have an adverse effect on credit availability.
Additionally, an acquisition may bring us into businesses we have not previously conducted and expose us to
additional business risks that are different from those we have previously experienced.
Our business strategy also includes development and commercialization of new technologies to support
our growth. The development and commercialization of new technologies require capital investment and
involve various risks and uncertainties.
Our future growth will depend on our ability to continue to innovate by developing and commercializing new service
and product offerings. Investments in new technologies involve varying degrees of uncertainties and risk.
Commercial success depends on many factors, including the levels of innovation, the development costs and the
availability of capital resources to fund those costs, the levels of competition from others developing similar or other
competing technologies, our ability to obtain or maintain government permits or certifications, the effectiveness of
production, distribution and marketing efforts, and the costs to customers to deploy and provide support for the new
technologies. We may not achieve significant revenue from new service and product investments for a number of
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years, if at all. Moreover, new services and products may not be profitable, and, even if they are profitable, our
operating margins from new services and products may not be as high as the margins we have experienced
historically.
The loss of the services of one or more of our key personnel, or our failure to attract, assimilate and retain
trained personnel in the future, could disrupt our operations and result in loss of revenue.
Our success depends on the continued active participation of our executive officers and key operating personnel.
The unexpected loss of the services of any one of these persons could adversely affect our operations.
Our operations require the services of employees having the technical training and experience necessary to obtain
the proper operational results. As a result, if we should suffer any material loss of personnel to competitors or be
unable to employ additional or replacement personnel with the requisite level of training and experience to
adequately operate our equipment, our operations could be adversely affected. A significant increase in the wages
paid by other employers could result in a reduction in our workforce, increases in wage rates, or both.
We may not be able to compete successfully against current and future competitors.
Our businesses operate in highly competitive industry segments. Some of our competitors or potential competitors
have greater financial or other resources than we have. Our operations may be adversely affected if our current
competitors or new market entrants introduce new products or services with better features, performance, prices or
other characteristics than those of our services and products. This factor is significant to our segments' operations,
particularly in the operating segments within our Energy business, where capital investment is critical to our ability to
compete.
Our aspirations, goals, commitment targets and initiatives related to sustainability, including emissions
reduction and our public statements and disclosures regarding the same, expose us to numerous risks.
We have developed, and we will continue to develop, goals, targets and other objectives related to sustainability
matters, including our 2030 emission reduction targets. Statements related to these goals, targets and objectives
are made using various underlying assumptions and reflect our current intentions, and do not constitute a guarantee
that they will be achieved. Our efforts to research, establish, accomplish and accurately report on these goals,
targets and other objectives expose us to numerous operational, reputational, financial, legal and other risks. Our
ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of which
are outside of our control, including the availability of alternative energy sources in the jurisdictions in which we
operate, the capacity of electrical grids to support traditional and alternative energy sources, and the broader
economic and legal circumstances affecting energy and electricity locally. We cannot predict the ultimate impact of
achieving our 2030 emissions reduction targets, or the various implementation aspects, on our financial condition
and results of operations.
Our business may face increased scrutiny from investors and other stakeholders related to our sustainability
activities, including the goals, targets and other objectives that we announce, and our methodologies and timelines
for pursuing them. If our sustainability assumptions or practices do not meet investor or other stakeholder
expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and
our attractiveness as an investment or business partner could be negatively affected. Similarly, our failure or
perceived failure to pursue or fulfill our sustainability focused goals, targets and objectives, to comply with ethical,
environmental or other standards, regulations or expectations, or to satisfy various reporting standards with respect
to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as
well as expose us to government enforcement actions and private litigation.
Risks Related to Intellectual Property, Information Technology and Data Privacy
We rely on intellectual property law and confidentiality agreements to protect our intellectual property. We
also rely on intellectual property we license from third parties. Our failure to protect our intellectual
property rights, or our inability to obtain or renew licenses to use intellectual property of third parties, could
adversely affect our business.
We rely on a variety of intellectual property rights that we use in our services and products, and our success
depends, in part, on our ability to protect our proprietary information and other intellectual property. Our intellectual
property could be challenged, invalidated, circumvented or rendered unenforceable. In addition, effective intellectual
property protection may be limited or unavailable in some foreign countries where we operate.
22
Our failure to protect our intellectual property rights may result in the loss of valuable technologies or adversely
affect our competitive business position. We rely significantly on proprietary technology, information, processes and
know-how that are not subject to patent or copyright protection. We seek to protect this information through trade
secret or confidentiality agreements with our employees, consultants, subcontractors or other parties, as well as
through other security measures. These agreements and security measures may be inadequate to deter or prevent
misappropriation of our confidential information. In the event of an infringement of our intellectual property rights, a
breach of a confidentiality agreement or divulgence of proprietary information, we may not have adequate legal
remedies to protect our intellectual property.
In some instances, we have augmented our technology base by licensing the proprietary intellectual property of
third parties. However, it is possible that the tools, techniques, methodologies, programs and components we use to
provide our services or products may infringe on the intellectual property rights of others. In the future, we may not
be able to obtain necessary licenses on commercially reasonable terms. Royalty payments under licenses from
third parties, if available, or developing non-infringing technologies could materially increase our costs. Additionally,
if a license or non-infringing technology were not available, we might not be able to continue providing a particular
service or product, which could materially and adversely affect our financial condition, results of operations and
cash flows.
Litigation to determine the scope of intellectual property rights, even if ultimately successful, could be costly and
could divert management's attention away from other aspects of our business. In addition, our trade secrets may
otherwise become known or be independently developed by competitors.
Our informational technology (“IT”) and operational technology (“OT”) systems are subject to interruption
and cybersecurity risks that could adversely impact our operations.
Our operations (both onshore and offshore) are highly dependent on both IT and OT systems and personnel that
implement and maintain such systems, including systems that collect, process, store or use personal information,
confidential or proprietary information, and other sensitive information about our business and operations, as well as
our customers, employees, suppliers and others. Some of these systems are managed or provided by third-party
service providers, including certain cloud platform or cloud software providers. As a result, our business operations
could be negatively impacted by a breach or interruption of systems that originates from, or compromises, third-
party networks or devices outside of our control.
Threats to our IT and OT systems associated with cybersecurity risks, cyber incidents and cyberattacks continue to
grow. Risks associated with these threats include disruptions of certain systems on our vessels or systems utilized
to operate our ROVs; other impairments of our ability to conduct our operations; interruption of internal critical
services; interruption of external critical services to customers; interruption of ability to bill or collect payment from
customers; loss of or damage to intellectual property, proprietary information or employee or customer data;
disruption of our customers’ operations; loss or damage to our employee or customer data delivery systems;
damage to our reputation or customer or other business relationships; inability to comply with our contractual or
regulatory obligations in a timely manner which could result in civil litigation, regulatory investigations or other
enforcement actions by governmental authorities and associated costs, fines or penalties; and increased costs to
prevent, respond to or mitigate cybersecurity incidents. If such a cyber incident were to occur, it could have a
material adverse effect on our business and our consolidated financial condition, results of operations and cash
flows.
In addition, certain cyberattacks and related incidents, such as reconnaissance or surveillance by threat actors, may
remain undetected for an extended period notwithstanding our monitoring and detection efforts. As a result, we may
be required to incur additional costs to modify or enhance our IT or OT systems to prevent or remediate any such
attacks. While we continue to evaluate potential replacements or upgrades of existing systems, the implementation
of new systems or upgrades to existing systems subjects us to inherent costs and risks associated with replacing or
changing these systems, including potential disruption of our internal control structure, substantial capital
expenditures, demands on management time and other risks. In addition, potential upgrades or updates may not
result in productivity improvements at the levels anticipated, or at all. Moreover, the implementation of new, updated,
or upgraded systems may cause disruptions in our business operations. Any such disruption, and any other system
disruptions, if not anticipated and appropriately mitigated, could have a material adverse effect on our operations.
Finally, laws and regulations we may be subject to governing cybersecurity, such as obligations under the Cyber
Incident Reporting for Critical Infrastructure, pose increasingly complex compliance challenges, and failure to
23
comply with these laws and regulations could result in fines, penalties, legal liability and damage to our reputation
and customer or other business relationships.
Changes in data privacy and security laws, regulations and standards may adversely impact our business.
Data privacy and security have become significant regulatory issues and the subject of rapidly evolving laws
globally and in the United States. As a result, we may be subject to a growing patchwork of privacy regulation
imposed by jurisdictions where we operate, including under the European Union’s and U.K.’s General Data
Protection Regulation, Brazil’s General Data Protection Law and in the United States under various state privacy
frameworks, such as the California Consumer Privacy Act. These regulatory frameworks apply to activities related to
the collection, use, disclosure, and transfer of personal data that may be conducted by us or directly or indirectly
through our vendors or subcontractors.
Data privacy and security regulations may significantly impact our business activities and require substantial
compliance costs that adversely affect our business, operating results, prospects and financial condition.
Additionally, any failure by us to comply with these regulations, including as a result of a personal data breach,
could result in significant penalties and liabilities for us. Interpretations and enforcement of these laws continue to
evolve, and changes to these regulatory interpretations or enforcement of these laws could create a range of new
compliance obligations, which could cause us to incur additional costs. Furthermore, foreign, federal, state and local
government bodies or agencies have, in the past, adopted—and may in the future adopt—more laws and
regulations affecting data privacy and security.
Although these privacy and security laws share similar concepts, each applicable jurisdiction may include important
variations, such as differing standards or obligations. Those variations may increase our compliance costs and
place increased demand on our resources by creating complex monitoring, control and compliance challenges. Any
failure by us to comply with these laws and regulations, including as a result of a personal data breach, could result
in significant penalties and liabilities for us.
Our business and operations could become subject to future legislation, regulation, enforcement strategies and
regulatory or judicial interpretations beyond those currently proposed, adopted or contemplated in the U.S. and
abroad. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and
policies that are applicable to our business may limit the use and adoption of, and reduce the overall demand for,
our solutions.
Finally, if we acquire an entity that has violated or is not in compliance with applicable data privacy, security and
protection laws or regulations (or contractual provisions), we may experience similar adverse consequences.
Risks Related to our Organization and Structure
We may issue preferred stock whose terms could adversely affect the voting power or value of our common
stock.
Our certificate of incorporation authorizes us to issue, without the approval of our shareholders, one or more classes
or series of preferred stock having such preferences, powers and relative, participating, optional and other rights,
including preferences over our common stock respecting dividends and distributions, as our board of directors may
determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or
value of our common stock. For example, we might grant holders of preferred stock the right to elect some number
of our directors in all events or on the happening of specified events or the right to veto specified transactions.
Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred
stock could affect the residual value of the common stock.
Provisions in our corporate documents and Delaware law could delay or prevent a change in control of our
company, even if that change would be beneficial to our shareholders.
The existence of some provisions in our corporate documents and Delaware law could delay or prevent a change in
control of our company, even if that change would be beneficial to our shareholders. Our certificate of incorporation
and bylaws contain provisions that may make acquiring control of our company difficult, including:
•
•
provisions relating to the classification, nomination and removal of our directors;
provisions regulating the ability of our shareholders to bring matters for action at annual meetings of our
shareholders;
24
•
•
provisions requiring the approval of the holders of at least 80% of our voting stock for a broad range of
business combination transactions with related persons; and
the authorization given to our board of directors to issue and set the terms of preferred stock.
In addition, the Delaware General Corporation Law imposes restrictions on mergers and other business
combinations between us and any holder of 15% or more of our outstanding common stock.
General Risks
Our internal controls may not be sufficient to achieve all stated goals and objectives.
Our internal controls and procedures were developed through a process in which our management applied its
judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide
only reasonable assurance regarding the control objectives. The design of any system of internal controls and
procedures is based, in part, on various assumptions about the likelihood of future events. We cannot assure that
any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
The use of estimates could result in future adjustments to our assets, liabilities and results of operations.
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires that our management make estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.
Item 1B.
Unresolved Staff Comments.
None.
Item 1C.
Cybersecurity.
Risk Management and Strategy
Oceaneering continues to make cybersecurity a priority as the threat landscape evolves and becomes increasingly
complex and sophisticated.
Managing Material Risks & Integrated Overall Risk Management
The Company has strategically integrated cybersecurity risk management into its broader risk management
framework to promote a company-wide culture of cyber risk awareness. Our Chief Information Technology Officer
(“CITO”) and Chief Information Security Officer (“CISO”) work closely with our Enterprise Risk Committee, which
oversees—in part—cybersecurity, to continuously evaluate and address cyber risks in alignment with business
objectives, operational needs and industry-accepted standards, such as the National Institute of Standards and
Technology (“NIST”) and the Cybersecurity Maturity Model Certification (“CMMC”) frameworks.
The Company has processes and procedures in place to monitor the prevention, detection, mitigation and
remediation of cybersecurity risks. These include but are not limited to:
• Maintaining a defined and practiced incident response plan with dedicated Cybersecurity Event Response
and Corporate Crisis Management Teams, including maintaining a 24/7 security operations center (“SOC”);
• Maintaining cyber insurance coverage;
•
Employing appropriate incident prevention and detection safeguards;
• Maintaining a defined disaster recovery policy and employing disaster recovery software, where
appropriate;
•
•
Educating, training and testing our user community on information security practices and identification of
potential cybersecurity risks and threats; and
Reviewing and evaluating new developments in the cyber threat landscape.
Engaging Third Parties on Risk Management
Recognizing the complexity and evolving nature of cybersecurity risk, Oceaneering engages with a range of
external support, including cybersecurity consultants, in evaluating, monitoring and testing our cyber management
systems and related cyber risks. The Company’s collaboration with these third parties includes audits, threat and
25
vulnerability assessments, incident response plan testing, company-wide monitoring of cybersecurity risks and
consultation on security enhancements.
Managing Third Party Risk
Oceaneering recognizes the risks associated with the use of vendors, service providers and other third parties that
provide information system services to us, process information on our behalf, or have access to our information
systems, and the Company has processes in place to oversee and manage these risks. We conduct thorough risk-
weighted security assessments of various third-parties and maintain ongoing monitoring to ensure compliance with
our cybersecurity standards. This monitoring includes both annual assessments and assessments on an ongoing
basis.
Risks from Cybersecurity Incidents
To our knowledge, Oceaneering has not been subject to cybersecurity incidents that have materially affected, or are
reasonably likely to materially affect the Company, its operations or financial standing.
Governance
Risk Management Personnel
Oceaneering’s cybersecurity risk management program is overseen by management at multiple levels. The CITO
and the Director of IT Security play key roles in assessing, monitoring and managing the Company’s cybersecurity
risks with support of the Enterprise Risk Committee, as well as dedicated information technology and security
personnel. Our CITO has over 18 years of experience as an information technology executive, and earned a
Bachelor’s and Master’s degrees in Management Information Systems. Our Director of IT Security has almost 25
years of experience managing global information technology security and has served as Oceaneering’s CISO since
2018. Our Director of IT Security earned a Bachelor’s degree in Business and has several relevant certifications
including Risk and Information Systems Control (“CRISC”), Information Systems Auditor (“CISA”), Information
Systems Security Architecture (“ISSAP”), Security Certified Network (“SCNP”), Information Systems Security
(“CISSP”) and Cisco Certified Network Associate (“CCNA”).
Monitor Cybersecurity Incidents
Our CITO and Director of IT Security are continually informed and updated about the latest developments in
cybersecurity, including emerging threats and innovative risk management techniques. They implement and oversee
processes for the regular monitoring of our information systems. This includes the deployment of advanced security
measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the
Company is equipped with a defined and practiced incident response plan managed by a dedicated Cybersecurity
Event Response Team and Corporate Crisis Management Team. This plan includes immediate actions to mitigate
the impact and long-term strategies for remediation and prevention of future incidents.
Board of Director Oversight
The Audit Committee of the Company’s Board of Directors is responsible for overseeing the Company’s cyber risk.
The Audit Committee receives regular updates that encompass a broad range of topics, including:
•
•
•
•
•
•
Current cybersecurity threat landscape and emerging threats;
Status of ongoing cybersecurity initiatives and strategies;
Incident reports and learnings from unique cybersecurity events, including those of other companies;
Compliance status and efforts with regulatory requirements and industry standards;
Regulatory updates;
Vulnerability developments; and
• Other cyber risk topics as requested by the Board.
Our Chairman of the Board, Mr. M. Kevin McEvoy, has earned a National Association of Corporate Directors
(“NACD”) Cybersecurity Oversight certification and a Computer Early Response Team (“CERT”) Cybersecurity
Oversight Certification from Software Engineering Institute, and our Board is composed of directors with diverse
qualifications, skills and expertise, including risk management, technology and finance, that we believe equip them
to oversee cybersecurity risks effectively.
26
Item 2.
Properties.
We maintain office, shop and yard facilities in various parts of the world to support our operations. We consider
these facilities, which we describe below, to be suitable for their intended use and adequate for our current
operations. In these locations, we typically own or lease office facilities for our administrative and engineering staff,
shops equipped for fabrication, testing, repair and maintenance activities and warehouses and yard areas for
storage and mobilization of equipment to work sites. All sites are available to support any of our business segments
as the need arises. The groupings that follow associate our significant offices with the primary business segment
they serve.
Energy. In general, our Energy business segments share facilities. Our location in Morgan City, Louisiana consists
of ROV manufacturing and training facilities, vessel docking facilities, open and covered warehouse space and
offices. The Morgan City facilities primarily support ROV and other operations in the United States. We have
additional regional and operational support offices for our North Sea, Africa, Brazil and Southeast Asia operations in
the following locations:
•
•
•
•
•
•
•
•
•
•
•
Aberdeen, U.K.;
Stavanger and Bergen, Norway;
Abu Dhabi, United Arab Emirates;
Rio de Janeiro and Macaé, Brazil;
Luanda, Angola;
Chandigarh, India;
Perth, Australia;
Kuala Lumpur, Malaysia;
Baku, Azerbaijan;
Newfoundland, Canada; and
Loyang, Singapore.
We use workshop and office space in Houston, Texas in our Manufactured Products, OPG and IMDS business
segments. Our principal manufacturing and assembly facilities for our Manufactured Products segment are located
in or near the following locations:
•
•
Houston, Texas;
Port Fourchon and Lafayette, Louisiana;
• Orlando and Panama City, Florida;
•
•
•
•
•
•
•
Aberdeen and Rosyth, Scotland;
Nodeland and Stavanger, Norway;
Luanda, Angola;
Utrecht, Netherlands;
Kuala Lumpur, Malaysia;
Niterói, Brazil; and
Stuttgart, Germany.
Each of these manufacturing facilities is suitable for its intended purpose and has sufficient capacity to respond to
increases in demand that may be reasonably anticipated in the foreseeable future.
For a description of the vessels we use in our Offshore Projects Group operations, see the discussion in Item 1.
“Business” under the heading “GENERAL DEVELOPMENT OF BUSINESS—Energy—Offshore Projects Group.”
Aerospace and Defense Technologies. Our primary facilities for our ADTech segment are offices and workshops
in Hanover, Maryland. We have operational support offices in the following locations:
•
•
•
Chesapeake, Virginia;
Houston, Texas; and
Charleston, South Carolina.
27
We also have facilities to support our services for the U.S. Navy in these locations: San Diego, California;
Bremerton, Washington; and Pearl Harbor, Hawaii.
Item 3.
Legal Proceedings.
For information regarding legal proceedings, see the discussion under the caption “Litigation” in Note 9
—“Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this report,
which discussion we incorporate by reference into this Item.
Item 4.
Mine Safety Disclosures.
Not applicable.
28
Part II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Our common stock is listed on the New York Stock Exchange under the symbol OII. Our company website address
is www.oceaneering.com.
On February 16, 2024, there were approximately 322 holders of record of our common stock. On that date, the
closing sales price, as quoted on the New York Stock Exchange, was $22.05. Although our Board has not declared
quarterly dividends since 2017, we review our dividend position on a quarterly basis. The payment of future
dividends will depend on our results of operations, financial condition, cash requirements, future business
prospects, contractual and indenture restrictions and other factors deemed relevant by our Board of Directors.
In December 2014, our Board of Directors approved a share repurchase program under which we may repurchase
up to 10 million shares of our common stock on a discretionary basis. The program calls for any repurchases to be
made in the open market, or in privately negotiated transactions from time to time, in compliance with applicable
laws, rules and regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject
to market and business conditions, levels of available liquidity, cash requirements for other purposes, applicable
legal requirements and other relevant factors. The timing and amount of any repurchases will be determined by
management based on its evaluation of these factors. We expect that any shares repurchased under the program
will be held as treasury stock for future use. The program does not obligate us to repurchase any particular number
of shares. Under the program, we had repurchased 2.0 million shares of our common stock for $100 million through
December 31, 2015. We have not repurchased any shares under the program since December 2015.
29
PERFORMANCE GRAPH
The following graph compares our total shareholder return to the Standard & Poor's 500 Stock Index (“S&P 500”)
and the PHLX Oil Service Sector Index from December 31, 2018 through December 31, 2023. The PHLX Oil
Service Sector Index is designed to track the performance of a set of companies involved in the oil services sector.
It is assumed in the graph that: (1) $100 was invested in Oceaneering Common Stock, the S&P 500 and the PHLX
Oil Service Sector Index on December 31, 2018; and (2) any Oceaneering dividends are reinvested. The
shareholder return shown is not necessarily indicative of future performance.
2018
2019
2020
2021
2022
2023
December 31,
Oceaneering International, Inc.
S&P 500 Index
PHLX Oil Service Sector Index
100.00
100.00
100.00
123.22
131.49
99.45
65.70
155.68
57.60
93.47
200.37
69.55
144.55
164.08
112.31
175.87
207.21
114.47
30
Item 6.
[Reserved]
31
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following information should be read in conjunction with the information contained in “Part I. Item 1. Business,”
“Part I. Item 1A. Risk Factors” and the audited consolidated financial statements and the notes thereto included
under “Item 8. Financial Statements and Supplementary Data” elsewhere in this annual report on Form 10-K. For
management's discussion and analysis of our financial condition and results of operations for fiscal year 2022 as
compared to fiscal year 2021, please refer to Part II, Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Form 10-K for the fiscal year ended December 31, 2022, filed with the
Securities and Exchange Commission ("SEC") on February 24, 2023.
Certain statements in this annual report on Form 10-K, including, without limitation, statements regarding the
following matters, are forward-looking statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our business strategy;
industry conditions and commodity pricing;
seasonality;
our expectations about 2024 results of operations, items below the income from operations (“operating
income”) line and segment operating results, and the factors underlying those expectations, including our
expectations about demand and pricing for our energy services and products as a result of the factors we
specify in “Overview of our Results” and “Results of Operations” below;
our expectations about the balance between energy transition and energy security;
our emissions reduction targets;
our backlog, to the extent backlog may be an indicator of future revenue or productivity;
projections relating to floating rig demand and subsea tree installations;
our expectations about our ROV fleet utilization in the future;
the adequacy of our sources of liquidity, cash flows and capital resources to support our operations and
internally generated growth initiatives;
the collectability of accounts receivable and realizability of contract assets at the amounts reflected on our
most-recent balance sheet;
our future working capital needs and our projected capital expenditures for 2024;
transactions we may engage in to manage our outstanding debt prior or maturity;
our plans for future operations (including planned additions to and retirements from our remotely operated
vehicle (“ROV”) fleet;
our ability and intent to repatriate cash from Angola and other foreign countries where we have operations;
our expectations regarding shares that may be repurchased under our share repurchase plan; and
our expectations regarding the implementation of new accounting standards and related policies,
procedures and controls.
These forward-looking statements are subject to various risks, uncertainties and assumptions, including those we
refer to under the headings “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” in
Part I of this report. 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.
Our Engagement in the Energy Transition
Oceaneering currently generates a substantial majority of its revenue from the oil and gas sector. Due to the
continuing development of economies in developing countries, substantial projected population growth (particularly
in developing countries), and the shortage of other sources of affordable, reliable, scalable and efficient energy, as
well as rising worldwide demand for a myriad of products made with petrochemicals, we expect that the need for
additional oil and gas exploration and development and inspection, maintenance and repair (“IMR”) activities will
continue for decades to come. At the same time, due to increasing concerns about climate change, there is growing
demand for cleaner hydrocarbon-based and renewable energy sources. We strive to meet the growing need for
32
lower-carbon energy by assisting customers to reduce their carbon emissions in exploring for, developing and
producing oil and natural gas, while also diversifying our business into new strategic growth areas in emerging
energy and non-energy markets. We believe this measured approach ensures our resilience in an ever-changing
market. Today, the impacts of climate-related risks and opportunities and balancing energy security with energy
transition are influencing our strategy in the following ways:
•
•
•
we are continuing to support our customers in producing oil and natural gas to meet global demand for
energy, while developing methods to minimize their carbon footprint through increased efficiency and
technological innovation;
we are deploying our competencies and capabilities to serve the energy-transition markets, including those
utilizing offshore wind installations (fixed and floating), nuclear, hydrogen, carbon-capture-and-sequestration
and tidal energy technologies; and
we are diversifying our businesses outside the energy industry into new strategic growth areas, such as
mobility solutions and digital asset management, as well as increasing our participation in the aerospace
and defense sectors.
We are committed to the research and development of products and services intended to help our Energy business
(defined below) customers to produce energy safely and securely, with decreased risk to humans and sea life and
reduced environmental impacts. As an example, we are working to advance remote operations, which allow
customers to reduce their carbon footprints by transferring offshore workers to onshore control centers, and allows
for less risk to human health and safety, greater collaboration and faster response to real-time events.
We are also committed to reducing our own energy consumption and the greenhouse gas emissions attributable to
our operations. With the help of a third-party consultant over the past several years, we performed a global review
of our assets and operations and identified our Scope 1 and Scope 2 emissions for our 2022 baseline in accordance
with best practice greenhouse gas accounting methodologies, including the Greenhouse Gas Protocol. In 2023, we
established and announced our 2030 greenhouse gas Scope 1 and Scope 2 emission reduction targets against a
2022 baseline. Our 2023 Task Force onClimate-Relate d Financial Disclosures Report (the “TCFD Report,” which is
not incorporated by reference in this Annual Report) outlines our continued commitment to managing the risks and
opportunities from climate change and contains our emissions reduction targets as well as our 2022 Scope 1 and
Scope 2 greenhouse gas emissions data. Our capital investments and expenses required to achieve our goals
cannot be estimated at this time.
Overview of Our Results
The table that follows sets out our revenue and operating results for 2023 and 2022.
(dollars in thousands)
Revenue
Gross Margin
Gross Margin %
Operating Income (Loss)
Operating Income (Loss) %
Net Income (Loss)
Year Ended December 31,
2023
2022
$
2,424,706
$
2,066,084
398,971
307,377
16 %
15 %
181,328
110,863
7 %
5 %
97,403
25,941
Our business segments are contained within two businesses—services and products provided primarily to the oil
and gas industry and, to a lesser extent, the offshore renewables and mobility solutions industry, among others
(“Energy”) and services and products provided to non-energy industries (“Aerospace and Defense Technologies” or
“ADTech”). Our four business segments within the Energy business are Subsea Robotics, Manufactured Products,
Offshore Projects Group (“OPG”) and Integrity Management & Digital Solutions (“IMDS”). We report our Aerospace
and Defense Technologies business as one segment. Unallocated Expenses are expenses not associated with a
specific business segment. These consist of expenses related to our incentive and deferred compensation plans,
including restricted stock and bonuses, as well as other general expenses, including corporate administrative
expenses.
Our business primarily depends on the level of spending on offshore developments and related operating activities
by our customers in the energy industry. Compared to 2022, our 2023 revenue increased 17% to $2.4 billion, with
33
revenue growth in all of our operating segments. During 2023, we generated a substantial majority of our revenue
from services and products we provided to the energy industry. Consolidated operating income improved during
2023 as compared to 2022, with a slight decline in our IMDS segment being more than offset by increases in all
other segments.
We had operating income of $181 million in 2023 and operating income of $111 million in 2022. In 2023, on a
consolidated level, we had a net income of $97 million, or diluted earnings of $0.95 per share, compared to net
income of $26 million, or diluted earnings of $0.26 per share, in 2022. The increases in 2023 operating income and
net income as compared to 2022 were primarily due to higher revenue in all of our segments as aresult of
increased activity in energy markets and related growth in our energy businesses. All of our segments, except for
IMDS, achieved improved sequential annual operating results, led by our Subsea Robotics and Manufactured
Products segments.
We use our ROVs to provide drill support, vessel-based inspection, maintenance and repair, subsea hardware
installation, construction, and pipeline inspection services to customers in the energy industry. Most of our ROVs
have historically been used to provide drill support services. Therefore, the contracted number of floating drilling rigs
is a leading market indicator for this business. The following table shows average floating rigs under contract and
our ROV utilization.
Average number of floating rigs under contract
ROV days on hire (in thousands)
ROV utilization
2023
2022
147
62
137
56
68 %
62 %
Demand for floating rigs is aleading indicator of the strength of the deepwater market. According to industry data
published by IHS Petrodata, excluding rigs under construction, at the end of 2023 there were 193 floating drilling
rigs in operation or available for work throughout the world, with 146 of those rigs under contract. The average
contracted offshore floating rig count in 2023 increased to approximately 147 rigs.
In addition to floating rig demand, the number of subsea tree orders and installations is another leading indicator
and is the primary demand driver for our Manufactured Products lines. According to data published by a world-
leading analysis and consultancy company for the energy sector in December 2023, there are projected to be 288
tree awards and 339 subsea tree installations in 2024, compared to 285 tree awards and 370 installations in 2023
and 260 tree awards and 256 installations in 2022.
Outlook
2024 financial results are expected to improve year-over-year, based on 2023 year-end backlog and ongoing
positive indications from market fundamentals. We are expecting increased operating income in 2024 as compared
to 2023 for each of our operating segments, led by Subsea Robotics and OPG. We are expecting sequential
improvement in our 2024 operating results as compared to 2023 based on our expectations for continued
improvement in pricing and margins in our energy-focused businesses and stable pricing and margins in our
government-focused businesses.
We expect improved results in our Subsea Robotics segment in 2024 as a result of increased ROV days on hire
and continued pricing improvements. Results for tooling-based services are expected to improve, with activity levels
generally following ROV days on hire. Survey operating results are expected to improve, with increased activity in
geophysical and survey and positioning services.
We expect our Manufactured Products segment operating results in 2024 to improve on an increase in revenue,
primarily based on 2023 order intake in our energy businesses. We believe that solid bidding activity in our energy
businesses will continue during 2024. We are seeing growing prospects to further expand our mobility solutions
businesses. Our Manufactured Products backlog was $622 million as of December 31, 2023, a $155 million, or
33%, increase over December 31, 2022.
We expect operating results for our OPG segment to improve in 2024 on a modest decrease in revenue. This
expectation is based on increased activity levels in the Gulf of Mexico and Brazil, as well as improved vessel
utilization.
We anticipate our 2024 operating results for IMDS to improve slightly on higher revenue, with growth opportunities
in digital and engineering services.
34
We project our ADTech 2024 operating results to be slightly higher on increased revenue as compared to 2023. We
anticipate growth in all three of our government-focused businesses.
For 2024, we anticipate Unallocated Expenses to average approximately $40 million per quarter.
Effects of Inflation and Changing Prices
In order to minimize the negative impact of inflation on our operations, we attempt to cover the increased cost of
anticipated changes in labor, material and service costs, either through an estimate of those changes, which we
reflect in the original price, or through price escalation clauses in our contracts. Our ability to manage inflation going
forward is dependent in part on our continued ability to obtain price escalation clauses in our contracts. While the
pace of inflation has moderated since 2022, inflation could have a material impact on our results in the future,
including if we are unable to reflect such anticipated inflation in the original price.
35
Results of Operations
Additional information on our business segments is shown in Note 10—“Operations by Business Segment and
Geographic Area” in the Notes to Consolidated Financial Statements included in this report.
Energy. The table that follows sets out revenue and profitability for the business segments within our Energy
business. In the Subsea Robotics section of the table that follows, “ROV Days Available” includes all days from the
first day that an ROV is placed in service until the ROV is retired. All days in 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.
(dollars in thousands)
Subsea Robotics
Revenue
Gross Margin
Gross Margin %
Operating Income (Loss)
Operating Income (Loss)%
ROV Days Available
ROV Days Utilized
ROV Utilization %
Manufactured Products
Revenue
Gross Margin
Gross Margin %
Operating Income (Loss)
Operating Income (Loss)%
Backlog at end of period
Offshore Projects Group
Revenue
Gross Margin
Gross Margin %
Operating Income (Loss)
Operating Income (Loss)%
Integrity Management &Digital S olutions
Revenue
Gross Margin
Gross Margin %
Operating Income (Loss)
Operating Income (Loss)%
Total Energy
Revenue
Gross Margin
Gross Margin %
Operating Income (Loss)
Operating Income (Loss)%
Year ended December 31,
2023
2022
$
752,521
$
621,921
221,965
160,527
29 %
26 %
174,293
118,248
23 %
19 %
91,250
61,874
91,250
56,231
68 %
62 %
493,692
69,613
382,361
45,834
14 %
12 %
35,551
11,692
7 %
3 %
622,000
467,000
546,366
96,940
489,317
78,373
18 %
16 %
64,546
49,256
12 %
10 %
255,282
38,988
229,884
36,724
15 %
16 %
13,373
14,901
5 %
6 %
$ 2,047,861
$ 1,723,483
427,506
321,458
21 %
19 %
287,763
194,097
14 %
11 %
Subsea Robotics. Historically, we built new ROVs to increase the size of our fleet in response to demand to
support deepwater drilling and vessel-based IMR and installation work. These vehicles are designed for use around
36
the world in water depths of 10,000 feet or more. In 2015, as a result of declining market conditions, we began
building fewer ROVs, generally limiting additions to meet contractual commitments. During the year ended
December 31, 2023, we retired eleven of our conventional work-class ROV systems and replaced them with eleven
upgraded conventional work-class ROV systems. During the year ended December 31, 2022, we retired 10 of our
conventional work-class ROV systems and replaced them with eight upgraded conventional work-class ROV
systems and two IsurusTM work-class ROV systems (which are capable of operating in severe conditions and are
ideal for renewables projects and high-speed surveys). We added a total of 11 and 10 in 2023 and 2022,
respectively, while retiring 21 units over the two-year period. Our ROV fleet size was 250 as of December 31, 2023
and 2022.
We believe we are the world's largest provider of work-class ROV services and, generally, this business segment
has been the largest contributor to our Energy business operating income. Our Subsea Robotics segment revenue
reflects the utilization percentages, fleet sizes and average pricing in the respective periods. Our survey services
business provides survey and positioning, and geoscience services. The following table presents revenue from
ROV services as apercentage of total Subsea Robotics revenue:
Year ended December 31,
2023
2022
77 %
23 %
77 %
23 %
ROV
Other
For the year ended December 31, 2023, our Subsea Robotics operating income increased as compared to 2022, on
higher revenue, as a result of higher levels of activity for ROV, survey and tooling and higher average revenue per
day in 2023. We had a 10% increase in days on hire and a year-over-year increase in both drill support and vessel
support days.
Manufactured Products. For the year ended December 31, 2023, our Manufactured Products operating results
increased, as compared to 2022, on higher revenue primarily due to strong order intake in 2022 leading to
increased utilization in 2023.
Our Manufactured Products backlog was $622 million as of December 31, 2023, a $155 million, or 33%, increase
over December 31, 2022. Our book-to-bill ratio was 1.31 for the year ended December 31, 2023, as compared with
a book-to-bill ratio of 1.39 for the year ended December 31, 2022.
Offshore Projects Group. Our OPG operating results for the year ended December 31, 2023 increased as
compared to 2022, on higher revenue, primarily due to increased activity levels in the Europe, Middle East and
Africa region, partially offset by reduced vessel work in the Gulf of Mexico.
Integrity Management &Di gital Solutions. For the year ended December 31, 2023, compared to 2022, our IMDS
operating results decreased despite higher revenue primarily due to changes in service mix and the costs
associated with growth initiatives.
Aerospace and Defense Technologies. Revenue, gross margin and operating income information for our ADTech
segment are as follows:
(dollars in thousands)
Revenue
Gross Margin
Gross Margin %
Operating Income
Operating Income %
Year ended December 31,
2023
2022
$ 376,845
$ 342,601
70,420
68,447
19 %
20 %
45,003
44,168
12 %
13 %
For the year ended December 31, 2023, compared to 2022, our ADTech segment operating results were slightly
higher on increased levels of revenue primarily due to increased activity in all of our government-focused
businesses.
37
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 expenses 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:
(dollars in thousands)
Gross margin expenses
% of revenue
Operating expenses
% of revenue
Year ended December 31,
2023
2022
$ (98,955)
$ (82,528)
4 %
4 %
(151,438)
(127,402)
6 %
6 %
Our unallocated expenses for the year ended December 31, 2023 increased compared to 2022, primarily due to
higher accruals in 2023 for incentive-based compensation along with increased information technology costs.
Other. The following table sets forth our significant financial statement items below the income (loss) from
operations line:
(dollars in thousands)
Interest income
Interest expense
Equity earnings (loss) of unconsolidated affiliates
Other income (expense), net
Provision (benefit) for income taxes
Year ended December 31,
2023
2022
$
15,425
$
5,708
(36,523)
(38,215)
2,061
(1,236)
63,652
1,707
(1,011)
53,111
Interest income for the year ended December 31, 2023 as compared to 2022, increased primarily due to higher
interest rates and increased average amounts of cash invested.
In addition to interest on borrowings, interest expense includes amortization of loan costs and interest rate swap
settlements, fees for lender commitments under our senior secured 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.
Interest expense was lower in the year ended December 31, 2023 as compared to 2022, as a result of a decrease
in the aggregate principal balance outstanding of our long-term senior notes from $700 million to $500 million in the
fourth quarter of 2023. We repurchased $312 million and $88 million in October and November 2023, respectively,
of aggregate principal amounts for the 4.650% Senior Notes due 2024 (the “2024 Senior Notes”), partially offset by
a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (defined below). We
have not capitalized interest since 2019 and do not anticipate capitalizing interest on any long-lived assets in 2024.
Foreign currency transaction gains and losses are the principal component of other income (expense), net for the
year ended December 31, 2023. In the year ended December 31, 2023 and 2022, we incurred foreign currency
transaction gains (losses) of $(1.4) million and less than $(0.1) million, respectively. The currency gains (losses) in
2023 were primarily related toincreasing (declining) exchange rates for the Angolan kwanza relative to the United
States (“U.S.”) dollar. We could incur further foreign currency exchange gains (losses) in Angola and in other
countries due to foreign currency exchange fluctuations.
Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision 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 geographical mix of our results. The effective tax
rate for the twelve-month periods ended December 31, 2023 and 2022 was different than the federal statutory rate
of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and
uncertain tax positions, and other discrete items. We do not believe a comparison of the effective tax rate for the
twelve-month periods ended December 31, 2023 and 2022, is meaningful. We continue to make an assertion to
38
indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences
upon the distribution of such earnings.
During the twelve-month period ended December 31, 2023, we received refunds of $23 million, under the U.S.
Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), including interest of $1.7 million which was
recorded as a tax benefit. The outstanding refund of $20 million was classified as other noncurrent assets, in our
consolidated balance sheet as of December 31, 2022.
We establish valuation allowances for deferred tax assets when it is more likely than not that some portion or all of
the deferred tax assets will not be realized in the future. Based on the available positive and negative evidence,
including historical and forecasted earnings, we believe it is more likely than not that the deferred tax assets in
several non-U.S. jurisdictions will be realized. Accordingly, during the twelve-month period ended December 31,
2023, we partially released valuation allowances for the deferred tax assets that we believe are more likely than not
to be realized. In accordance with applicable accounting standards, the valuation allowance decreased by $21
million in 2023 and increased by $6.0 million in 2022.
Our income tax payments for the full year of 2024 are estimated to be in the range of $80 million to $90 million,
which includes taxes incurred in countries that impose tax on the basis of in-country revenue, without regard to the
profitability of such operations.
Liquidity and Capital Resources
We consider our liquidity and capital resources adequate to support our operations, capital commitments and
strategic growth initiatives. Our ability to generate substantial cash flow over the last several years has allowed us to
reduce our long-term debt balance while maintaining a strong liquidity position. Our material cash commitments
consist primarily of obligations for long-term debt, purchase obligations as part of normal operations, and operating
leases for land, buildings, vessels and equipment for the operation of our business and to support some of our
service line revenue streams. Our purchase obligations include agreements to purchase goods and services as well
as commitments for capital assets used in the normal operations of our business. We are committed to maintaining
strong liquidity and believe that our cash position, undrawn Revolving Credit Agreement (as defined below), and
long-term debt maturity profile provide us with ample resources and time to address our liquidity needs, including
potential future growth opportunities and working capital needs.
As of December 31, 2023, we had working capital of $573 million, including cash and cash equivalents of $462
million. Additionally, as of December 31, 2023, we had $215 million of unused commitments through our senior
secured revolving credit agreement that we entered into in April 2022 (as amended by an Agreement and
Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”), which is
further described below and in Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this
report. Availability under the $215 million revolving credit facility (the “Revolving Credit Facility”) may be limited by
certain financial covenants and the requirement that any borrowing under the Revolving Credit Facility not require
the granting of any liens to secure any senior notes issued by us (“Senior Notes”). The indenture governing the
2028 Senior Notes (defined below) generally limits our ability to incur secured debt for borrowed money (such as
borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as defined in such
indentures).
Our nearest maturity of indebtedness is $500 million of our 2028 Senior Notes (defined below). As of December 31,
2023, we had $476 million of purchase obligations including $463 million payable within the next twelve months and
$13 million thereafter. For more on our operating leases for land, buildings, vessels and equipment for the operation
of our business and their scheduled maturities, see Note 4—”Leases” in the Notes to Consolidated Financial
Statements included in this report.
From time to time, we may engage in certain transactions in order to manage our outstanding debt prior to maturity,
including by engaging in repurchases via open-market or privately negotiated transactions or otherwise,
redemptions, exchanges, tender offers or otherwise. For instance, in 2021, we repurchased $100 million in
aggregate principal amount of our 2024 Senior Notes in open-market transactions. On October 2, 2023, we
repurchased $312 million principal amount of the 2024 Senior Notes at par plus accrued and unpaid interest of $5.5
million for approximately $318 million in the Tender Offer (as defined below), and pursuant to our optional
redemption right under the indenture governing the 2024 Senior Notes, we redeemed all of the remaining $88
million principal amount outstanding of the 2024 Senior Notes at par on November 2, 2023 (the “Redemption Date”),
which we financed with cash on hand. See “—Financing Activities” and Note 8—“Debt” in the Notes to Consolidated
Financial Statements included in this report for additional information on the Tender Offer (as defined below), the
39
redemption of the 2024 Senior Notes and the scheduled maturities of our long-term debt. We can provide no
assurances as to the timing of any future repurchases or whether we will complete any repurchases at all.
Changes impacting our cash and cash equivalents for the years ended December 31, 2023 and 2022 are
summarized as follows:
(in thousands)
Changes in Cash:
Net Cash Provided by Operating Activities
Net Cash Used in Investing Activities
Net Cash Used in Financing Activities
Effect of exchange rates on cash
Year ended December 31,
2023
2022
$
209,955
$
120,883
(86,353)
(227,297)
(3,484)
(76,865)
(1,862)
(11,525)
30,631
Net Increase (Decrease) in Cash and Cash Equivalents
$
(
(107,179) $
)
Operating activities. Our primary sources and uses of cash from operating activities for the years ended
December 31, 2023 and 2022 are as follows:
(in thousands)
Cash Flows from Operating Activities:
Net income (loss)
Noncash adjustments:
Depreciation and amortization
Deferred income tax provision (benefit)
Other noncash
Total noncash adjustments
Accounts receivable and contract assets
Inventory
Current liabilities
Other changes
Year ended December 31,
2023
2022
$
97,403
$
25,941
104,960
(26,785)
13,415
91,590
(83,075)
(25,423)
125,695
3,765
120,969
829
7,713
129,511
(50,732)
(30,692)
67,253
(20,398)
Net Cash Provided by Operating Activities
$
209,955
$
120,883
Net cash provided by operating activities for the years ended December 31, 2023 and 2022 of $210 million and
$121 million, respectively, was affected by the following:
•
•
•
Accounts receivable and contract assets - The decrease in cash related to accounts receivable and contract
assets in 2023 and 2022 reflects the increase in accounts receivable corresponding with the increase in
revenue as compared to the prior year, along with the timing of project milestones and customer payments.
Inventory - The decrease in cash related to inventory in 2023 and 2022 corresponds with an increase in our
backlog along with the impact of higher inflation in 2023 and 2022.
Current liabilities - The increase in cash related to current liabilities in 2023 and 2022 reflects the timing of
vendor payments and increased contract liabilities due to an increase in deferred customer prepayments.
Investing activities. In 2023, we used $86 million in net investing activities, primarily for capital expenditures of
$101 million that included increased spending in our Subsea Robotics segment for ROV upgrades and
replacements. In 2022, we used $77 million in net investing activities, primarily for capital expenditures of $81
million that included increased spending in our Subsea Robotics segment for ROV upgrades and replacements and
other increased capital expenditures for information technology systems.
Our capital expenditures during 2023 and 2022 included $67 million and $56 million, respectively, in our Subsea
Robotics segment, principally for upgrades to our ROV fleet and to replace certain units we retired. We currently
plan to add new ROVs only to meet contractual commitments. In 2023, we retired eleven of our conventional work-
40
class ROV systems and replaced them with eleven upgraded conventional work-class ROV systems. In 2022, we
retired 10 of our conventional work-class ROVs and replaced them with eight upgraded conventional work-class
ROV systems and two IsurusTM work-class ROV systems (which are capable of operating in severe conditions and
are ideal for renewables projects and high-speed surveys). Our ROV fleet size was 250 as of December 31, 2023
and 2022. Additionally, our newest development is Freedom, a hybrid autonomous underwater vehicle (“AUV”) and
ROV that can complete surveys, commissioning, inspections, maintenance, and repairs without the need for a pilot
to monitor and control the entire operation.
These outlays were partially offset in 2023 by $7.8 million of proceeds received from the sale of various assets and
$6.2 million from the sale of the remainder of our Angolan bonds and in 2022 by $6.5 million of proceeds received
from the sale of various assets.
We have several deepwater vessels under a mix of short-term charters where we can see firm workload and spot
charters as market opportunities arise. Additionally, during the second quarter of 2023, we entered into three new
long-term charters for deepwater vessels, two of which began in the third and fourth quarters of 2023 and the other
that will begin in the first quarter of 2024. Additionally, we have four long-term charters that began in 2022. With the
current market conditions, we may add additional chartered vessels throughout the year to align with our strategy
that balances vessel cost, availability and capability to capture work. We expect to do this through the continued
utilization of a mix of short-term, spot and long-term charters.
In 2024, we expect our organic capital expenditures to total between $110 million and $130 million, exclusive of
business acquisitions, which we expect to fund using our available cash, as compared to capital expenditures of
$101 million in 2023. We remain committed to maintaining strong liquidity and believe that our cash position,
undrawn revolving credit facility, and debt maturity profile should provide us ample resources and time to address
potential future growth opportunities and to improve our returns.
Financing activities. In 2023 we used $227 million of cash in financing activities primarily due to payment of $400
million outstanding principal amount of the 2024 Senior Notes, partially offset by receipt of $178 million in net
proceeds from the offering of the New 2028 Senior Notes (defined below). In 2023 and 2022, we used $5.0 million
and $1.9 million, respectively, of cash in financing activities primarily due to payment of tax withholding related to
vesting of stock awards. Our total interest costs, including commitment fees for the Revolving Credit Facility, were
$37 million for the year ended December 31, 2023.
As of December 31, 2023, we had long-term debt in the principal amount of $500 million outstanding and $215
million of unused commitments under our Revolving Credit Agreement. On September 20, 2023, we entered into an
Agreement and Amendment No. 1 to the Revolving Credit Agreement which extended the maturity of the
commitments thereunder to April 8, 2027. As of December 31, 2023, we were in compliance with all the covenants
set forth in the credit agreement governing the Revolving Credit Agreement.
We have not guaranteed any debt not reflected on our Consolidated Balance Sheets as of December 31, 2023 and
2022 and we do not have any off-balance sheet arrangements, as defined by SEC rules.
2024 Senior Notes. In November 2014, we completed the public offering of $500 million aggregate principal
amount of 4.650% Senior Notes due 2024. We paid interest on the 2024 Senior Notes on May 15 and November 15
of each year. While the 2024 Senior Notes were scheduled to mature on November 15, 2024, prior to such maturity
we repurchased $312 million principal amount of the 2024 Senior Notes on October 2, 2023, in the Tender Offer (as
defined below), and we redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior
Notes at par on the Redemption Date, November 2, 2023. As of December 31, 2023, there were no 2024 Senior
Notes outstanding.
We had two interest rate swaps in place relating to a total of $200 million of the 2024 Senior Notes for the period to
November 2024. In March 2020, we settled both interest rate swaps with the counterparty for cash proceeds of $13
million. The settlement resulted in a $13 million increase to our long-term debt balance that was being amortized as
a reduction to interest expense prospectively through the maturity date for the 2024 Senior Notes using the effective
interest method. Upon retirement of the 2024 Senior Notes, we wrote off the related unamortized interest rate
swaps and debt issuance cost balances. We amortized $4.4 million to interest expense, including $2.7 million for
the pro-rata write-off of interest rate swap settlement gains associated with the 2024 Senior Notes repurchases
discussed above, for the year ended December 31, 2023. We amortized $2.2 million to interest expense for the year
ended December 31, 2022. See Note 8—“Debt” in the Notes to Consolidated Financial Statements included in this
report for a description of these interest rate swaps.
41
2028 Senior Notes. In February 2018, we completed the public offering of $300 million aggregate principal amount
of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”). We pay interest on the Existing 2028 Senior
Notes on February 1 and August 1 of each year. The Existing 2028 Senior Notes are scheduled to mature on
February 1, 2028. We may redeem some or all of the Existing 2028 Senior Notes at specified redemption prices.
On October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional
2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028
Senior Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States
pursuant to Regulation S Under the Securities Act. The New 2028 Senior Notes constitute an additional issuance of
the Existing 2028 Senior Notes and form a single series with such notes. We will pay interest on the New 2028
Senior Notes on February 1 and August 1 of each year, commencing on February 1, 2024. The New 2028 Senior
Notes are scheduled to mature on February 1, 2028. We may redeem some or all of the New 2028 Senior Notes at
specified redemption prices. We received net proceeds from the offering of the New 2028 Senior Notes of
$178 million, after deducting the initial purchasers’ discounts and offering expenses. As of December 31, 2023,
there was $500 million of the 2028 Senior Notes outstanding.
On October 2, 2023, we used the net proceeds from the offering discussed above, together with cash on hand, to
fund our offer to purchase (the “Tender Offer”) for cash any and all of the $400 million principal amount outstanding
of the 2024 Senior Notes. We repurchased $312 million principal amount of the 2024 Senior Notes at par plus
accrued and unpaid interest of $5.5 million for approximately $318 million. The consummation of the Tender Offer
was contingent upon the completion of the offering discussed above, which was satisfied on October 2, 2023.
We redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior Notes at par on the
Redemption Date, November 2, 2023, and financed with cash on hand.
Revolving Credit Agreement. On April 8, 2022, we entered into a new senior secured revolving credit agreement
with a group of banks (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September
20, 2023, the Revolving Credit Agreement. The commitments under the Revolving Credit Agreement are scheduled
to mature on April 8, 2027, or alternatively, if our Liquidity (as defined in the Revolving Credit Agreement) is less
than $175 million as of August 16, 2024, then on such date (which is 91 days prior to the maturity date of the 2024
Notes that were no longer outstanding as of November 2, 2023). In connection with entering into the Revolving
Credit Agreement, we terminated our $500 million five-year revolving credit facility entered into in October 2014 (the
“Prior Revolving Credit Facility”). No borrowings were outstanding under the Prior Revolving Credit Facility. We
repaid all accrued fees and expenses in connection with the termination of the Prior Revolving Credit Facility and all
commitments thereunder were terminated. No early termination penalties were incurred in connection with the
termination of the Prior Revolving Credit Facility.
The Revolving Credit Agreement includes a $215 million revolving credit facility, the Revolving Credit Facility, with a
$100 million sublimit for the issuance of letters of credit. Our obligations under the Revolving Credit Agreement are
guaranteed by certain of our wholly owned subsidiaries and are secured by first priority liens on certain of our
assets and those of the guarantors, including, among other things, intellectual property, inventory, accounts
receivable, equipment and equity interests in subsidiaries. As of December 31, 2023, we had no borrowings
outstanding under the Revolving Credit Facility and no letters of credit outstanding under the Revolving Credit
Agreement.
We may borrow under the Revolving Credit Facility at either (1) a base rate, determined as the greatest of (A) the
prime rate of Wells Fargo Bank, National Association, (B) the federal funds effective rate plus 1⁄2 of 1% and (C)
Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Revolving Credit Agreement for a
one-month tenor plus 1%, in each case plus the applicable margin, which varies from 1.25% to 2.25% depending on
our Consolidated Net Leverage Ratio (as defined in the Revolving Credit Agreement), or (2) Adjusted Term SOFR
plus the applicable margin, which varies from 2.25% to 3.25% depending on our Consolidated Net Leverage Ratio.
We will also pay a facility fee based on the amount of the underlying commitment that is being utilized, which fee
varies from 0.300% to 0.375%, with the higher rate owed when we use the Revolving Credit Facility less.
The Revolving Credit Agreement includes financial covenants that are tested on a quarterly basis, based on the
rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted Consolidated Net
Leverage Ratio is initially 4.00 to 1.00 and will decrease to 3.25 to 1.00 during the term of the Revolving Credit
Facility. As of December 31, 2023, the maximum permitted Consolidated Net Leverage Ratio was 3.25 to 1.00 and
will not change during the remaining term of the Revolving Credit Facility. The minimum Consolidated Interest
42
Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 throughout the term of the Revolving
Credit Facility. Availability under the Revolving Credit Facility may be limited by these financial covenants and the
requirement that any borrowing under the Revolving Credit Facility not require the granting of any liens to secure
any senior notes issued by us (“Senior Notes”). The indentures governing the 2028 Senior Notes, generally limit our
ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to 15% of
our Consolidated Net Tangible Assets (as defined in such indentures). As of December 31, 2023, the full $215
million was available to borrow under the Revolving Credit Facility. In addition, the Revolving Credit Agreement
contains various covenants that we believe are customary for agreements of this nature, including, but not limited
to, restrictions on our ability and the ability of each of our subsidiaries to incur debt, grant liens, make certain
investments, make distributions, merge or consolidate, sell assets and enter into certain restrictive agreements. As
of December 31, 2023, we were in compliance with all the covenants set forth in the Revolving Credit Agreement.
Debt Issuance Costs. We incurred $6.9 million of issuance costs related to the 2024 Senior Notes. These costs,
net of accumulated amortization, are included as a reduction of long-term debt in our Consolidated Balance Sheet
and were amortized to interest expense through the maturity date. In the year ended December 31, 2023, we
amortized $1.3 million to interest expense, including $0.7 million for the write-off of the debt issuance balance
associated with the retirement of the 2024 Senior Notes discussed above. In the year ended December 31, 2022,
we amortized $0.7 million to interest expense.
We incurred $7.0 million of issuance costs related to the 2028 Senior Notes and $4.0 million of loan costs related to
the Revolving Credit Agreement. These costs, net of accumulated amortization, are included as a reduction of long-
term debt in our Consolidated Balance Sheets, as they pertain to the 2028 Senior Notes, and in other noncurrent
assets as they pertain to the Revolving Credit Agreement. We are amortizing these costs to interest expense
through the respective maturity dates for the Senior Notes and the Revolving Credit Agreement using the straight-
line method, which approximates the effective interest rate method. As a result, we amortized $1.6 million and $1.4
million for the years ended December 31, 2023 and 2022, respectively.
Share Repurchase Program. In December 2014, our Board of Directors approved a plan to repurchase up to 10
million shares of our common stock on a discretionary basis. The program calls for any repurchases to be made in
the open market, or in privately negotiated transactions from time to time, in compliance with applicable laws, rules
and regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to market
and business conditions, levels of available liquidity, cash requirements for other purposes, applicable legal
requirements and other relevant factors. Under this program, in 2015, we repurchased 2.0 million shares of our
common stock for $100 million. We have not repurchased any shares under the program since December 2015. As
of December 31, 2023, we retained 10 million of the shares we had repurchased through this and a prior
repurchase program. We account for the shares we hold in treasury under the cost method, at average cost. The
timing and amount of any future repurchases will be determined by our management. We expect that any additional
shares repurchased under the plan will be held as treasury stock for possible future use. The plan does not obligate
us to repurchase any particular number of shares.
Foreign Currency Adjustments. Because of our significant foreign operations, we are exposed to currency
fluctuations and exchange rate risks. A stronger U.S. dollar against any of the foreign currencies where we conduct
business could result in lower operating income. We generally minimize these risks primarily through matching, to
the extent possible, revenue and expense in the various currencies in which we operate. Cumulative translation
adjustments as of December 31, 2023 relate primarily to our net investments in, including long-term loans to, our
foreign subsidiaries. See Item 7A—“Quantitative and Qualitative Disclosures About Market Risk.”
Critical Accounting Policies and Estimates
We have based the following discussion and analysis of our financial condition and results of operations on our
consolidated financial statements, which we have prepared in conformity with accounting principles generally
accepted in the United States. These principles require us to make various estimates, judgments and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expense during the periods we present. We base our estimates on historical experience,
available information and other assumptions we believe to be reasonable under the circumstances. On an ongoing
basis, we evaluate our estimates; however, our actual results may differ from these estimates under different
assumptions or conditions. The following discussion summarizes the accounting policies we believe (1) require our
management's most difficult, subjective or complex judgments and (2) are the most critical to our reporting of results
of operations and financial position. See Note 1—“Summary of Significant Accounting Policies” in the Notes To
Consolidated Financial Statements included in this report for discussion of our significant accounting policies.
43
Revenue Recognition. We account for significant fixed-price contracts, mainly relating to our Manufactured
Products segment, and to a lesser extent in our OPG and ADTech segments, by recognizing revenue over time
using the cost-to-cost input method to measure progress toward satisfaction of an over-time performance obligation.
This commonly used method is based on the premise that costs incurred are proportionate to progress towards
satisfaction of the performance obligation and is measured by comparing project costs-to-date to total estimated
costs. The performance obligation is satisfied as we create a product on behalf of the customer over the life of the
contract. We apply judgment in estimating project status and the costs necessary to complete projects. For the year
ended December 31, 2023, we recognized approximately 19% of our revenue over time using the cost-to-cost input
method.
We apply judgment in the determination and allocation of transaction price to performance obligations, and the
subsequent recognition of revenue, based on the facts and circumstances of each contract. We routinely review
estimates related to our contracts and, where required, reflect revisions to profitability in earnings immediately. If an
element of variable consideration has the potential for a significant future reversal of revenue, we will constrain that
variable consideration to a level intended to remove the potential future reversal. If a current estimate of total
contract cost indicates an ultimate loss on a contract, we recognize the projected loss in full when we determine it.
We did not have any material adjustments during the years ended December 31, 2023 and 2022, however, should
our judgments and estimates regarding the elements of revenue recognition change, it could have a material effect
on our results of operations for the periods involved.
Impairment of Property and Equipment, Long-lived Intangible Assets and Right-of-Use Operating Lease
Assets. We periodically, and upon the occurrence of a triggering event, review the realizability of our property and
equipment, long-lived intangible assets and right-of-use operating lease assets to determine whether any events or
changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived
assets to be held and used, we base our evaluation on impairment indicators such as the nature of the assets, the
future economic benefits of the assets, any historical or future profitability measurements and other external market
conditions or factors that may be present. If such impairment indicators are present or other factors exist that
indicate that the carrying amount of an asset may not be recoverable, we determine whether an impairment has
occurred through the use of an undiscounted cash flows analysis of the asset at the lowest level for which
identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the
carrying amount and the fair value of the asset.
Our estimates of fair values for our asset groups require us to use significant unobservable inputs, classified as
Level 3 fair value measurements, including assumptions related to future performance, risk-adjusted discount rates,
future commodity prices and demand for our services and estimates of expected realizable value. These
assumptions incorporate inherent uncertainties, including estimates of projected supply and demand for our
products and services and future market conditions, which are subjective and difficult to predict due to volatility in
overall economic environments, among other things, and could result in impairment charges in future periods if
actual results differ materially from the assumptions used in our forecasts. Also, if market conditions deteriorate
significantly, we could be required to record additional impairments, which could have a material adverse impact on
our operating results.
We did not identify any triggering events and, accordingly, no impairments of long-lived assets were recorded in the
years ended December 31, 2023 or 2022.
Income Taxes. Our tax provisions are based on our expected taxable income, statutory rates and tax-planning
opportunities available to us in the various jurisdictions in which we operate. The determination of taxable income in
any jurisdiction requires the interpretation of the related tax laws. We are at risk that a taxing authority's final
determination of our tax liabilities may differ from our interpretation.
We account for any applicable interest and penalties on uncertain tax positions as a component of our provision for
income taxes on our financial statements. Current income tax expense represents either nonresident withholding
taxes or the liabilities expected to be reflected on our income tax returns for the current year, while the net deferred
income tax expense or benefit generally represents the change in the balance of deferred tax assets or liabilities,
except for currency translation adjustments, as reported on our balance sheet.
We establish valuation allowances to reduce deferred tax assets when it is more likely than not that some portion or
all of the deferred tax assets will not be realized in the future. If the current market dynamics are sustained and
absent any additional objective negative evidence, we may have sufficient positive evidence in the next twelve
months to adjust our valuation allowance position for certain jurisdictions. The exact timing and amount of the
44
adjustment to the valuation allowance is not certain at this time. Changes to valuation allowances impact our
income tax provision in the period in which such adjustments are identified and recorded.
Contractual Obligations
As of December 31, 2023, we had payments due under contractual obligations as follows:
(dollars in thousands)
Long-term Debt
Purchase Obligations
Operating Lease Liabilities
Total
Payments due by period
2025-2026
2024
2027-2028
$
500,000
$
— $
— $
500,000
$
476,142
459,555
462,677
97,549
8,579
158,408
4,438
59,232
After 2028
—
448
144,366
Other Long-term Obligations reflected on our
Balance Sheet under U.S. GAAP
40,305
116
281
361
39,547
TOTAL
$ 1,476,002
$
560,342
$
167,268
$
564,031
$
184,361
45
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to certain market risks arising from transactions we enter into in the normal course of business.
These risks relate to interest rate changes and fluctuations in foreign exchange rates. As of December 31, 2023,
except for our exposure in Angola, we do not believe these risks are material. However, with the expansion of our
international operations, we could be exposed to additional market risks from fluctuations in foreign currency
exchange rates in the future. We have not entered into any market-risk-sensitive instruments for speculative or
trading purposes. When we have a significant amount of borrowings, we may manage our exposure to interest rate
changes through the use of a combination of fixed- and floating-rate debt. See Note 8—“Debt” in the Notes to
Consolidated Financial Statements included in this report for a description of our revolving credit agreement and
interest rates on our borrowings. We believe significant interest rate changes would not have a material near-term
impact on our future earnings or cash flows.
Because we operate in various regions in the world, we conduct a portion of our business in currencies other than
the U.S. dollar. The functional currency for most of our international operations is the applicable local currency. A
stronger U.S. dollar against the United Kingdom pound sterling, the Norwegian kroner and the Brazilian real could
result in lower operating income. We manage our exposure to changes in foreign exchange rates by primarily
denominating our contracts and providing for collections from our customers in U.S. dollars or freely convertible
currency and endeavoring to match our contract costs with the denominated contractual currency. We use the
exchange rates in effect as of the balance sheet date to translate assets and liabilities when the functional currency
is the local currency, resulting in translation adjustments that we reflect as accumulated other comprehensive
income or loss in the equity section of our Consolidated Balance Sheets. We recorded net adjustments to our equity
accounts of $3.9 million, $(19.6) million and $(7.3) million in 2023, 2022 and 2021, respectively. Negative
adjustments reflect the net impact of the strengthening of the U.S. dollar against various foreign currencies for
locations where the functional currency is not the U.S. dollar. Conversely, positive adjustments reflect the effect of a
weakening U.S. dollar.
Foreign currency gains (losses) in the year ended December 31, 2023 of $(1.4) million were primarily related to
gains (losses) for the Angolan kwanza. Foreign currency gains (losses) in the year ended December 31, 2022 were
less than $(0.1) million. Foreign currency gains (losses) of $(8.4) million in the year ended December 31, 2021 were
primarily related to gains (losses) for the Angolan kwanza of $(4.5) million due to declining exchange rates for the
Angolan kwanza relative to the U.S. dollar. Foreign currency transaction losses related to the Angolan kwanza in the
years ended December 31, 2023 and 2021 were primarily due to the remeasurement of our Angolan kwanza cash
balances to U.S. dollars. We recorded foreign currency transaction gains (losses) related to the Angolan kwanza as
a component of other income (expense), net in our Consolidated Statements of Operations in those respective
periods.
The Angola kwanza devalued in 2023 by 40%, strengthened in value in 2022 by 10%, and devalued in 2021 by
13%. Any conversion of cash balances in Angola from kwanza to U.S. dollars is controlled by the central bank in
Angola. During 2023, we repatriated $4.6 million of cash from Angola. During 2022, we did not repatriate any cash
from Angola. As of December 31, 2023 and 2022, we had the equivalent of approximately $8.1 million and $5.6
million, respectively, of kwanza cash balances in Angola, reflected on our Consolidated Balance Sheets.
To mitigate our currency exposure risk in Angola, we used kwanza to purchase equivalent Angolan central bank
(Banco Nacional de Angola) bonds. The bonds were denominated as U.S. dollar equivalents, so that, upon payment
of semi-annual interest and principal upon maturity, payment was made in kwanza, equivalent to the respective U.S.
dollars at the then-current exchange rate. Our remaining Angolan bonds matured on September 1, 2023, and we
received cash proceeds of $6.2 million. As of December 31, 2022, we had $6.2 million of U.S. dollar equivalent
Angolan bonds. These bonds were classified as available-for-sale securities; accordingly, they were recorded at fair
market value in other current assets on our Consolidated Balance Sheets as of December 31, 2022. We did not sell
any of our remaining Angolan bonds in the year ended December 31, 2022.
We estimated the fair market value of the Angolan bonds to be $6.4 million as of December 31, 2022, using quoted
market prices. Since the market for the Angolan bonds was not an active market, the fair value of the Angolan
bonds was classified within Level 2 in the fair value hierarchy under United States Generally Accepted Accounting
Principles (“U.S. GAAP”). As of December 31, 2022, we had $0.1 million in unrealized gains, net of tax, related to
these bonds as a component of accumulated other comprehensive loss in our Consolidated Balance Sheets.
46
Item 8.
Financial Statements and Supplementary Data.
In this report, our consolidated financial statements and supplementary data appear following the signature page to
this report and are incorporated into this item by reference.
Item 9.
None.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A.
Controls and Procedures.
Disclosure Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management,
including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls
and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of
the period covered by this report. Based on that evaluation, our principal executive officer and principal financial
officer concluded that our disclosure controls and procedures were effective as of December 31, 2023 to provide
reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms.
Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the quarter ended
December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting
(as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial
reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of
financial reporting and the preparation of financial statements for external reporting purposes in accordance with
accounting principles generally accepted in the United States of America. We developed our internal control over
financial reporting through a process in which our management applied its judgment in assessing the costs and
benefits of various controls and procedures, which, by their nature, can provide only reasonable assurance
regarding the control objectives. You should note that the design of any system of controls is based in part on
various assumptions about the likelihood of future events, and we cannot assure you that any system of controls will
succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures
may deteriorate.
Under the supervision and with the participation of our management, including our principal executive, financial and
accounting officers, we have conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework). This evaluation included a review of the
documentation surrounding our financial reporting controls, an evaluation of the design effectiveness of these
controls, testing of the operating effectiveness of these controls and an evaluation of our overall control
environment. Based on that evaluation, our management has concluded that our internal control over financial
reporting was effective as of December 31, 2023.
Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements, has
audited our internal control over financial reporting, as stated in their report that follows.
47
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Oceaneering International, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Oceaneering International, Inc. and subsidiaries internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Oceaneering International, Inc. and subsidiaries (the
Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated balance sheets of the Company as of December 31, 2023, and 2022, and the related consolidated statements of
operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2023,
and the related notes and our report dated February 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Houston, Texas
February 23, 2024
48
Item 9B.
Other Information.
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or
terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) during the three
months ended December 31, 2023.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Part III
Item 10.
Directors, Executive Officers and Corporate Governance.
The information with respect to the directors and nominees for election to our Board of Directors is incorporated by
reference from the section “Election of Directors” in our definitive proxy statement to be filed within 120 days of
December 31, 2023, relating to our 2024 Annual Meeting of Shareholders.
Information concerning our Audit Committee and the audit committee financial experts is incorporated by reference
from the sections entitled “Corporate Governance” and “Committees of the Board – Audit Committee” in the proxy
statement referred to in this Item 10. Information concerning our Code of Ethics is incorporated by reference from
the section entitled “Code of Ethics” for the Chief Executive Officer and Senior Financial Officers in the proxy
statement previously referred to in this Item 10.
The information with respect to our executive officers is provided under the heading “Executive Officers of the
Registrant” following Item 1 of Part I of this report. There are no family relationships between any of our directors or
executive officers.
The information with respect to the reporting by our directors and executive officers and persons who own more
than 10% of our Common Stock under Section 16 of the Securities Exchange Act of 1934 is incorporated by
reference from the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" in the proxy
statement previously referred to in this Item 10.
Item 11.
Executive Compensation.
The information required by Item 11 is incorporated by reference from the sections entitled “Compensation
Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Report of the
Compensation Committee,” “Compensation of Executive Officers,” “Compensation of Nonemployee Directors,” and
“Compensation Clawback” in the proxy statement referred to in Item 10 above.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information required by Item 12 concerning security ownership of management and certain beneficial owners is
incorporated by reference from the section “Security Ownership of Management and Certain Beneficial Owners” in
the proxy statement referred to in Item 10 above.
49
EQUITY COMPENSATION PLAN INFORMATION
The following presents equity compensation plan information as of December 31, 2023:
Plan Category
Equity compensation plans approved by security
holders
Equity compensation plans not approved by security
holders
Total
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected
in the first column)
2,285,310
—
2,285,310
N/A
N/A
N/A
1,862,571
—
1,862,571
In the table above, the number of securities to be issued upon exercise of outstanding options, warrants and rights
shown as of December 31, 2023 are restricted stock units and shares of restricted stock granted under our
stockholder-approved incentive plans.
As of December 31, 2023, there were: (1) no shares of Oceaneering common stock under equity compensation
plans not approved by security holders available for grant; and (2) 1,862,571 shares of Oceaneering common stock
under equity compensation plans approved by security holders available for grant in the form of stock options, stock
appreciation rights or stock awards. We have not granted any stock options since 2005 and the Compensation
Committee of our Board of Directors has expressed its intention to refrain from using stock options as a component
of employee compensation for our executive officers and other employees for the foreseeable future. Additionally,
our Board of Directors has expressed its intention to refrain from using stock options as a component of
nonemployee director compensation for the foreseeable future. For adescripti on of the material features of our
equity compensation arrangements, see the discussion under the caption “Incentive Plans” in Note 11—“Employee
Benefit Plans” in the Notes to Consolidated Financial Statements included in this report.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 is incorporated by reference from the sections entitled “Corporate Governance”
and “Certain Relationships and Related Transactions” in the proxy statement referred to in Item 10 above.
Item 14.
Principal Accounting Fees and Services.
The information required by Item 14 is incorporated by reference from the section entitled “Ratification of
Appointment of Independent Auditors – Fees Incurred for Audit and Other Services provided by Ernst & Young LLP”
in the proxy statement referred to in Item 10 above.
50
Part IV
Item 15.
Exhibits, Financial Statement Schedules.
(a) Documents filed as part of this report.
1.
Financial Statements:
(i) Report of Independent Registered Public Accounting Firm
(ii) Consolidated Balance Sheets
(iii) Consolidated Statements of Operations
(iv) Consolidated Statements of Comprehensive Income (Loss)
(v) Consolidated Statements of Cash Flows
(vi) Consolidated Statements of Equity
(vii) Notes to Consolidated Financial Statements
2.
Financial Statement Schedules:
All schedules for which provision is made in the applicable regulations of the Securities and
Exchange Commission have been omitted because they are not required under the relevant
instructions or because the required information is not significant.
3.
Exhibits:
3.01 Restated Certificate of Incorporation
Exhibit Index
Registration
or File
Number
1-10945
3.02 Certificate of Amendment to Restated Certificate of
1-10945
Incorporation
3.03 Certificate of Amendment to Restated Certificate of
1-10945
1-10945
1-10945
1-10945
Incorporation
3.04 Amended and Restated Bylaws
4.01 Description of Common Stock
4.02 Specimen of Common Stock Certificate
4.03
Indenture dated, November 21, 2014, between
Oceaneering International, Inc. and Wells Fargo
Bank, National Association, as Trustee, relating to
senior debt securities of Oceaneering International,
Inc.
4.04 Second Supplemental Indenture, dated February 6,
2018, between Oceaneering International, Inc. and
Wells Fargo Bank, National Association, as
Trustee, providing for the issuance of Oceaneering
International, Inc.'s 6.000% Senior Notes due 2028
(including Form of Notes)
4.05
Third Supplemental Indenture, dated October 2,
2023, between Oceaneering International, Inc. and
Computershare Trust Company, N.A., as trustee,
with respect to 6.000% Senior Notes due 2028
*
*
*
*
*
*
*
*
Form of
Report
10-K
8-K
8-K
8-K
10-Q
8-K
Report Date
Dec. 2000
May 2008
May 2014
Nov. 2022
Sep. 2018
Nov. 2014
Exhibit
Number
3.01
3.1
3.1
3.01
4.3
4.1
1-10945
8-K
Feb. 2018
4.2
1-10945
8-K
Oct. 2023
4.3
We and certain of our consolidated subsidiaries are parties to debt instruments under which the total amount of securities
authorized does not exceed 10% of our total consolidated assets. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation
S-K, we agree to furnish a copy of those instruments to the Securities and Exchange Commission on request.
*
10.01 + Amended and Restated Service Agreement dated
1-10945
8-K
Dec. 2006
10.1
as of December 21, 2006 between Oceaneering
and John R. Huff
51
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
10.02 + Modification to Service Agreement dated as of
December 21, 2006 between Oceaneering and
John R. Huff
1-10945
8-K
Dec. 2008
10.03 + Trust Agreement dated as of May 12, 2006
1-10945
8-K
May 2006
10.9
10.2
between Oceaneering and United Trust Company,
National Association (the “Huff Trust Agreement”)
10.04 + First Amendment to Huff Trust Agreement dated as
1-10945
8-K
Dec. 2008
10.10
of May 12, 2006 between Oceaneering
International, Inc. and Bank of America National
Association, as successor trustee
10.05 + Second Amendment to Huff Trust Agreement dated
as of May 12, 2006 between Oceaneering
International, Inc. and Evercore Trust Company,
National Association, as successor trustee
10.06 + Third Amendment to Huff Trust Agreement dated
as of May 12, 2006 between Oceaneering
International, Inc. and Newport Trust Company, as
successor trustee
10.07 + Oceaneering International, Inc. Supplemental
Executive Retirement Plan, as amended and
restated effective January 1, 2009
1-10945
10-K
Dec. 2018
10.33
1-10945
10-K
Dec. 2018
10.34
1-10945
8-K
Dec. 2008
10.5
10.08 + Amended and Restated Oceaneering International,
1-10945
8-K
Dec. 2008
10.6
Inc. Supplemental Executive Retirement Plan, as
amended and restated effective January 1, 2000
(for Internal Revenue Code Section 409A-
grandfathered benefits)
10.09 + Form of Change-of-Control Agreement and Annex
1-10945
for Roderick A. Larson
10.10 + Form of Change-of-Control Agreement
10.11 + Form of Indemnification Agreement
10.12 + Oceaneering International, Inc. Retirement
Investment Plan, amended and restated with
effective January 1, 2019
1-10945
1-10945
1-10945
8-K
8-K
8-K
10-K
Aug. 2015
May 2011
May 2011
Dec. 2018
10.3
10.5
10.4
10.31
10.13 + Amendment No. 1 to Amended and Restated
1-10945
10-K
Dec. 2020
10.18
Oceaneering International, Inc. Retirement
Investment Plan
10.14 + Amendment No. 2 to Amended and Restated
1-10945
10-K
Dec. 2020
10.19
Oceaneering International, Inc. Retirement
Investment Plan
10.15 + Amendment No. 3 to Amended and Restated
1-10945
10-Q
Jun. 2021
10.01
Oceaneering International, Inc. Retirement
Investment Plan
10.16 + Oceaneering Retirement Investment Plan Trust
1-10945
10-K
Dec. 2018
10.35
Agreement with Fidelity Management Trust
Company effective January 1, 2019
10.17 + Change of Control Plan and Form of Participation
1-10945
10-K
Dec. 2018
Agreement
10.18 Credit Agreement, dated as of April 8, 2022, among
1-10945
8-K
Apr. 2022
10.32
10.1
Oceaneering International, Inc., as borrower, the
lenders party thereto and Wells Fargo Bank,
National Association, as administrative agent.
10.19 Agreement and Amendment No. 1 to Credit
Agreement, dated as of September 20, 2023,
among Oceaneering International, Inc., as
borrower, the guarantors party thereto, the lenders
party thereto and Wells Fargo Bank, National
Association, as administrative agent
10.20 + Form of 2021 Performance Unit Agreement
10.21 + Form of 2021 Restricted Stock Unit Agreement
1-10945
8-K
Sept. 2023
10.1
1-10945
1-10945
8-K
8-K
Feb. 2021
Feb. 2021
10.1
10.2
52
*
*
*
*
*
*
*
10.22 + Form of 2022 Restricted Stock Unit Agreement
1-10945
10.23 + Form of 2022 Performance Unit Agreement
1-10945
10.24 + 2020 Incentive Plan
10.25 + Form Restricted Stock Unit Agreement
10.26 + Form Performance Unit Agreement
10.27 + Form Nonemployee Director Restricted Stock
Agreement
10.28 + 2023 Annual Cash Bonus Award Program
Summary
21.01 Subsidiaries of Oceaneering
333-238325
1-10945
1-10945
1-10945
1-10945
23.01 Consent of Independent Registered Public Accounting Firm
31.01 Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer
31.02 Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer
32.01 Section 1350 certification of principal executive officer
32.02 Section 1350 certification of principal financial officer
8-K
8-K
S-8
8-K
8-K
8-K
8-K
Mar. 2022
Mar. 2022
May 2020
Feb. 2023
Feb. 2023
Feb. 2023
Feb. 2023
10.1
10.2
4.06
10.1
10.2
10.3
10.5
97.01 + Oceaneering International, Inc. Policy for the Recovery of Erroneously Awarded Compensation
101.INS Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its
XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Exhibit previously filed with the Securities and Exchange Commission, as indicated, and
incorporated herein by reference.
+ Management contract or compensatory plan or arrangement.
Item 16.
Form 10-K Summary.
Oceaneering has elected not to include a summary of this report.
53
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date:
February 23, 2024
OCEANEERING INTERNATIONAL, INC.
By:
/S/
RODERICK A. LARSON
Roderick A. Larson
President and Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
/S/ RODERICK A. LARSON
Roderick A. Larson
Title
Date
President and Chief Executive Officer and Director
February 23, 2024
(Principal Executive Officer)
/S/ ALAN R. CURTIS
Senior Vice President and Chief Financial Officer
February 23, 2024
Alan R. Curtis
(Principal Financial Officer)
/S/ CATHERINE E. DUNN
Vice President and Chief Accounting Officer
February 23, 2024
Catherine E. Dunn
(Principal Accounting Officer)
/S/ M. KEVIN MCEVOY
M. Kevin McEvoy
Chairman of the Board
/S/ KAREN H. BEACHY
Director
Karen H. Beachy
/S/ WILLIAM B. BERRY
William B. Berry
/S/ DEANNA L. GOODWIN
Deanna L. Goodwin
Director
Director
/S/ PAUL B. MURPHY, JR.
Director
Paul B. Murphy, Jr.
/S/ JON ERIK REINHARDSEN
Director
Jon Erik Reinhardsen
/S/ STEVEN A. WEBSTER
Director
Steven A. Webster
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
54
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Index to Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Consolidated Statements of Equity
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies
Accounting Standards Update
Revenue
Leases
Selected Balance Sheet Information
Income Taxes
Selected Income Statement Information
Debt
Commitments and Contingencies
Operations by Business Segment and Geographic Area
Employee Benefit Plans
Index to Schedules
All schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission
have been omitted because they are not required under the relevant instructions or because the required
information is not significant.
55
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Oceaneering International, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Oceaneering International,
Inc. and
subsidiaries (the Company) as of December 31, 2023, and 2022, the related consolidated statements of operations,
comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31,
2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at
December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2024 expressed
an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
the financial
significant estimates made by management, as well as evaluating the overall presentation of
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which
it relates.
56
Revenues recognized over-time utilizing cost to cost inputs
Description of
the Matter
For the year ended December 31, 2023, the Company recognized 19% of its
revenues utilizing the cost-to-cost input method. As discussed in Note 3 of the
financial statements, the Company generally recognizes estimated contract revenue
based on costs incurred to date as a percentage of total estimated costs.
Auditing management’s calculation of revenues recognized under the cost to cost
method was complex and subjective due to the significant estimation required in
determining the estimated costs remaining on the project. In particular, the estimates
of remaining costs associated with materials and labor are sensitive and may be
impacted by factors outside of the Company’s control.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls over the Company’s process for revenues utilizing the cost
to cost input method, including management’s review of the estimated costs to
complete and associated revenues.
To test the estimated costs to complete, we performed audit procedures that included,
among others, assessing the appropriate application of the revenue recognition
method utilized, and testing the significant assumptions discussed above and the
underlying data used by the Company in its estimation process. We compared the
significant assumptions used by management to external and internal information,
such as vendor quotes and invoices, manufacturing schedules, purchase orders,
manufacturing bills of lading, and other similar support. Additionally, we assessed the
historical accuracy of management’s estimates through a lookback analysis of prior
estimates of costs to complete compared to actual results.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Houston, Texas
February 23, 2024
57
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS
Current Assets:
Cash and cash equivalents
Accounts receivable, net of allowances for doubtful accounts of $2,804 and $2,333
Contract assets
Inventory, net
Other current assets
Total Current Assets
Property and equipment, at cost
Less accumulated depreciation
Net property and equipment
Other Assets:
Goodwill
Other noncurrent assets
Right-of-use operating lease assets
Total other assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable
Accrued liabilities
Contract liabilities
Total current liabilities
Long-term debt
Long-term operating lease liabilities
Other long-term liabilities
Commitments and contingencies
Equity:
Common Stock, par value $0.25 per share; 360,000,000 shares authorized;
110,834,088 shares issued
Additional paid-in capital
Treasury stock; 10,030,200 and 10,574,563 shares, at cost
Retained earnings
Accumulated other comprehensive loss
Oceaneering shareholders' equity
Noncontrolling interest
Total equity
Total Liabilities and Equity
December 31,
2023
2022
$
461,566
$ 568,745
331,326
234,505
209,798
68,464
296,554
184,847
184,375
62,539
1,305,659
1,297,060
2,285,896
2,435,840
1,861,603
1,997,391
424,293
438,449
34,214
137,286
337,554
509,054
34,339
122,224
139,611
296,174
$ 2,239,006
$ 2,031,683
$
156,064
$ 148,018
411,781
164,631
732,476
477,058
293,482
101,907
307,446
112,950
568,414
700,973
151,842
84,650
27,709
27,709
131,774
155,858
(574,380)
(605,553)
1,425,257
1,327,854
(382,340)
(386,127)
628,020
519,741
6,063
6,063
634,083
525,804
$ 2,239,006
$ 2,031,683
The accompanying Notes are aninte gral part of these Consolidated Financial Statements.
58
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Revenue
Cost of services and products
Gross margin
Selling, general and administrative expense
Income (loss) from operations
Interest income
Year Ended December 31,
2022
2023
2021
$ 2,424,706
$ 2,066,084
$ 1,869,275
2,025,735
1,758,707
1,605,210
398,971
217,643
181,328
15,425
307,377
196,514
110,863
5,708
264,065
224,266
39,799
2,477
Interest expense, net of amounts capitalized
(36,523)
(38,215)
(38,810)
Equity earnings (losses) of unconsolidated affiliates
Other income (expense), net
Income (loss) before income taxes
Provision (benefit) for income taxes
2,061
(1,236)
161,055
63,652
1,707
(1,011)
79,052
53,111
594
(9,769)
(5,709)
43,598
Net Income (Loss)
$
97,403
$
25,941
$
)
(49,307)
(
Weighted-average shares outstanding
Basic
Diluted
Earnings (loss) per share
Basic
Diluted
100,697
102,156
100,185
101,447
99,706
99,706
$
$
0.97
0.95
$
$
0.26
0.26
$
$
(0.49)
(0.49)
The accompanying Notes are aninte gral part of these Consolidated Financial Statements.
59
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Net income (loss)
Year Ended December 31,
2022
2021
2023
$
97,403
$
25,941
$
(49,307)
Other comprehensive income (loss), net of tax:
Foreign currency translation
Change in unrealized gains for available-for-sale debt
securities (1)
Total other comprehensive income (loss)
3,927
(19,622)
(7,339)
(140)
3,787
(47)
187
(19,669)
(7,152)
Comprehensive income (loss)
$ 101,190
$
6,272
$
)
(56,459)
(
(1) There is no net income tax expense or benefit associated with the years ended December 31,
2023, 2022 and 2021 due to a valuation allowance offset.
The accompanying Notes are aninte gral part of these Consolidated Financial Statements.
60
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash Flows from Operating Activities:
Net income (loss)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Provision for Evergrande loss, net
Deferred income tax provision (benefit)
Net loss (gain) on sales of property and equipment and other
Noncash compensation
Noncash impact of lease accounting
Excluding the effects of acquisitions, increase (decrease) in cash from:
Accounts receivable and contract assets
Inventory
Other operating assets
Currency translation effect on working capital, excluding cash
Current liabilities
Other operating liabilities
Total adjustments to net income (loss)
Net Cash Provided by Operating Activities
Cash Flows from Investing Activities:
Purchases of property and equipment
Proceeds from redemption of investments in Angolan bonds
Distributions of capital from unconsolidated affiliates
Proceeds from sale of property and equipment
Other investing activities
Net Cash Used in Investing Activities
Cash Flows from Financing Activities:
Repurchase of 2024 Senior Notes
Net proceeds from issuance of 6.000% Senior Notes, net of issuance costs
Other financing activities
Net Cash Used in Financing Activities
Effect of exchange rates on cash
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents—Beginning of Period
Year Ended December 31,
2022
2021
2023
$
97,403
$
25,941
$ (49,307)
104,960
120,969
139,723
—
(26,785)
(1,012)
12,057
2,370
(83,075)
(25,423)
(18,208)
3,250
125,695
18,723
112,552
209,955
—
829
(1,083)
10,370
(1,574)
29,549
(1,798)
769
11,008
(4,302)
(50,732)
(30,692)
41,099
7,313
(15,104)
(14,498)
417
67,253
(5,711)
94,942
120,883
6
63,051
2,701
274,621
225,314
(100,726)
(81,043)
(50,199)
6,229
2,520
7,847
(2,223)
—
705
6,473
(3,000)
4,486
3,298
7,101
1,157
(86,353)
(76,865)
(34,157)
(400,000)
177,671
—
—
(100,000)
—
(4,968)
(1,862)
(1,682)
(227,297)
(1,862)
(101,682)
(3,484)
(11,525)
(107,179)
30,631
(3,377)
86,098
568,745
538,114
452,016
Cash and Cash Equivalents—End of Period
$ 461,566
$ 568,745
$ 538,114
The accompanying Notes are aninte gral part of these Consolidated Financial Statements.
61
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Translation
Adjustments
Oceaneering
Shareholders'
Equity
Noncontrolling
Interest
Total Equity
$ 27,709
$ 192,492
$ (660,021) $ 1,351,220
$
(359,306) $
552,094
$
6,063
$
558,157
(in thousands)
Balance, December 31, 2020
Net income (loss)
Other comprehensive income (loss)
Restricted stock unit activity
Restricted stock activity
—
—
—
—
—
—
(8,445)
(10,439)
—
—
17,771
10,439
(49,307)
—
—
—
—
(7,152)
—
—
Balance, December 31, 2021
27,709
173,608
(631,811)
1,301,913
(366,458)
Net income (loss)
Other comprehensive income (loss)
Restricted stock unit activity
Restricted stock activity
Balance, December 31, 2022
Net income (loss)
Other comprehensive income (loss)
Restricted stock unit activity
Restricted stock activity
—
—
—
—
27,709
—
—
—
—
—
—
(11,284)
(6,466)
155,858
—
—
(19,933)
(4,151)
—
—
19,792
6,466
(605,553)
—
—
27,022
4,151
25,941
—
—
—
1,327,854
97,403
—
—
—
—
(19,669)
—
—
(386,127)
—
3,787
—
—
(49,307)
(7,152)
9,326
—
504,961
25,941
(19,669)
8,508
—
519,741
97,403
3,787
7,089
—
—
—
—
—
6,063
—
—
—
—
6,063
—
—
—
—
(49,307)
(7,152)
9,326
—
511,024
25,941
(19,669)
8,508
—
525,804
97,403
3,787
7,089
—
Balance, December 31, 2023
$ 27,709
$ 131,774
$ (574,380) $ 1,425,257
)
(
$
(
(382,340) $
)
628,020
$
6,063
$
634,083
The accompanying Notes are an integral part of these Consolidated Financial Statements.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering
International, Inc. (“Oceaneering,” “we,” “us” or “our”) and our more than 50% owned and controlled subsidiaries.
We also consolidate entities that are determined to be variable interest entities if we determine that we are the
primary beneficiary; otherwise, we account for those entities using the equity method of accounting. We use the
equity method to account for our investments in unconsolidated affiliated companies of which we own an equity
interest of between 20% and 50% and as to which we have significant influence, but not control, over operations.
We use the cost method for all other long-term investments. Investments in entities that we do not consolidate are
reflected on our balance sheet in other non-current assets. All significant intercompany accounts and transactions
have been eliminated.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally
accepted in the United States (“U.S. GAAP”) requires that our management make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of
the financial statements and the reported amounts of revenue and expense during the reporting period. Actual
results could differ from those estimates.
Reclassifications. Certain amounts from prior periods have been reclassified to conform with the current year
presentation.
Cash and Cash Equivalents. Cash and cash equivalents include demand deposits and highly liquid investments
with original maturities of three months or less from the date of investment.
Allowance for Credit Losses—Financial Assets Measured at Amortized Costs. We identify our allowance for
credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan
receivables are created rather than when losses are probable.
We use the loss-rate method in developing the allowance for credit losses, which involves identifying pools of
assets with similar risk characteristics, reviewing historical losses within the last three years and consideration of
reasonable supportable forecasts of economic indicators. Changes in estimates, developing trends and other new
information could have material effects on future evaluations.
We monitor the credit quality of our accounts receivable and other financing receivable amounts by frequent
customer interaction, following economic and industry trends and reviewing specific customer data. Our other
receivable amounts include contract assets and held-to-maturity loans receivable, which we consider to have a low
risk of loss.
We consider macroeconomic conditions when assessing our credit risk exposure, including any impacts from the
conflicts in Russia and Ukraine and in the Middle East, volatility in the financial services industry and the oil and
natural gas markets, and the effects thereof on our customers and various counterparties. We have determined the
impacts to our credit loss expense are de minimis for the years ended December 31, 2023, 2022 and 2021.
As of December 31, 2023, our allowance for credit losses was $2.2 million for accounts receivable and $0.6 million
for other receivables. As of December 31, 2022, our allowance for credit losses was $2.0 million for accounts
receivable and $0.3 million for other receivables. Our allowance for credit losses as of December 31, 2023
increased when compared to the balance as of December 31, 2022, primarily due to corresponding increases in
revenue and accounts receivable.
Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the
contractual cash flows. During the years ended December 31, 2023, 2022 and 2021, we recognized credit losses of
$1.3 million, $0.4 million and $53 million, respectively. The 2021 credit losses included a reserve of $49 million in
receivables and contract assets partially offset by the reclassification of $20 million of contract assets into salable
inventory related to the termination of a number of entertainment ride systems contracts with the China Evergrande
Group and its affiliated companies (collectively, “Evergrande”) in our Manufactured Products segment. See Note 9
—”Commitments and Contingencies” for discussion regarding Evergrande.
63
We have elected to apply the practical expedient available under Accounting Standard Update (“ASU”) No. 2016-13,
“Financial Instruments—Credit Losses (Topic 326: Measurement of Credit Losses on Financial Instruments,” as
amended (“ ASC 326”) to exclude the accrued interest receivable balance that is included in our held-to-maturity
loans receivable. The amounts excluded as of December 31, 2023 and 2022 were $0.2 million and $0.8 million,
respectively.
Accounts receivable are considered to be past-due after the end of the contractual terms agreed to with the
customer. There were no material past-due amounts that we consider uncollectible for our financial assets as of
December 31, 2023. We generally do not require collateral from our customers.
Inventory. Inventory is valued at the lower of cost or net realizable value. We determine cost using the weighted-
average method. We periodically review the value of items in inventory and record write-downs or write-offs of
inventory based on our assessment of market conditions. Write-downs and write-offs are charged to cost of services
and products. We did not record any write-downs or write-offs of inventory in the years ended December 31, 2023,
2022 or 2021.
Property and Equipment, Long-Lived Intangible Assets and Right-of-Use Operating Lease Assets. We
provide for depreciation of property and equipment on the straight-line method over estimated useful lives of eight
years for Remotely Operated Vehicles (“ROVs”), three to 25 years for marine services equipment (such as vessels
and diving equipment) and three to 25 years for buildings, improvements and other equipment.
We charge the costs of repair and maintenance of property and equipment to operations as incurred, and we
capitalize the costs of improvements that extend asset lives or functionality. Upon the disposition of property and
equipment, the related cost and accumulated depreciation accounts are relieved and any resulting gain or loss is
recognized in income.
We capitalize interest on assets where the construction period is anticipated to be more than three months. We did
not capitalize interest in 2023, 2022 or 2021. We do not allocate general and administrative costs to capital projects.
We had construction in progress of $55 million and $58 million as of December 31, 2023 and 2022, respectively,
primarily related to projects in our Subsea Robotics segment.
Long-lived intangible assets, primarily acquired in connection with business combinations, include trade names,
intellectual property and customer relationships and are being amortized over their respective estimated useful
lives.
Our management periodically, and upon the occurrence of a triggering event, reviews the realizability of our
property and equipment, long-lived intangible assets and right-of-use operating lease assets to determine whether
any events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable.
For long-lived assets to be held and used, we base our evaluation on impairment indicators such as the nature of
the assets, the future economic benefits of the assets, any historical or future profitability measurements and other
external market conditions or factors that may be present. If such impairment indicators are present or other factors
exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether an
impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for
which identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between
the carrying amount and the fair value of the asset. We did not identify indicators of impairment for property and
equipment, long-lived intangible assets or right-of-use operating lease assets for the years ended December 31,
2023, 2022 and 2021.
For assets held for sale or disposal, the fair value of the asset is measured using fair market value less estimated
costs to sell. Assets are classified as held-for-sale when we have a plan for disposal of certain assets and those
assets meet the held for sale criteria.
For additional information regarding right-of-use operating lease assets, see “Leases” below.
Goodwill. Our goodwill is evaluated for impairment annually and whenever we identify certain triggering events or
circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
In our annual evaluation of goodwill, we perform a qualitative or quantitative impairment test. Under the qualitative
approach, if we determine it is more likely than not that the fair value of a reporting unit is less than its carrying
amount, we are required to perform the quantitative analysis to determine the fair value of the reporting unit. We
then compare the fair value of the reporting unit with its carrying amount and recognize an impairment loss for the
64
amount by which the carrying amount exceeds the fair value of the reporting unit. The loss recognized should not
exceed the total amount of goodwill allocated to the reporting unit. We also consider income tax effects from any
tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if
applicable. During the fourth quarters of 2023 and 2022, we performed our annual goodwill impairment assessment
using qualitative tests that did not indicate a more detailed quantitative analysis was necessary. No goodwill
impairment was recognized for the years ended December 31, 2023, 2022 and 2021.
Revenue Recognition. All of our revenue is realized through contracts with customers. We recognize our revenue
according to the contract type. On a daily basis, we recognize service revenue over time for contracts that provide
for specific time, material and equipment charges, which we bill periodically, ranging from weekly to monthly. We
use the input method to recognize revenue, because each day of service provided represents value to the
customer. The performance obligations in these contracts are satisfied, and revenue is recognized, as the work is
performed. When appropriate, we apply the practical expedient to recognize revenue for the amount invoiced when
the invoice corresponds directly to the value of our performance to date.
We account for significant fixed-price contracts, mainly relating to our Manufactured Products segment, and to a
lesser extent in our Offshore Projects Group (“OPG”) and Aerospace and Defense Technologies (“ADTech”)
segments, by recognizing revenue over time using the cost-to-cost input method. The performance obligation is
satisfied as we create a product on behalf of the customer over the life of the contract. In 2023, 2022 and 2021, we
accounted for 19%, 15% and 16%, respectively, of our revenue using the cost-to-cost input method to measure
progress toward satisfying the related performance obligations on our contracts. The remainder of our revenue is
recognized at the point in time when control transfers to the customer, thus satisfying the performance obligation.
We have elected to recognize the cost for freight and shipping as an expense when incurred. Taxes assessed by a
governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and
that are collected by us from customers, are excluded from revenue.
In our service-based business lines, we principally charge on a dayrate basis for services provided. In our product-
based business lines, predominantly in our Manufactured Products segment, we recognize revenue and profit using
the percentage-of-completion method and exclude uninstalled materials and significant inefficiencies from the
measure of progress.
We apply judgment in the determination and allocation of transaction price to performance obligations and the
subsequent recognition of revenue, based on the facts and circumstances of each contract. We routinely review
estimates related to our contracts and, when required, reflect revisions to profitability in earnings immediately. If an
element of variable consideration has the potential for a significant future reversal of revenue, we will constrain that
variable consideration to a level intended to remove the potential future reversal. If a current estimate of total
contract cost indicates an ultimate loss on a contract, we recognize the projected loss in full when we determine it.
During the year ended December 31, 2023, we recognized a projected loss of $9.8 million for contracts in our
Manufactured Products segment. During the year ended December 31, 2022, we recognized a projected loss of
$5.2 million for contracts in our Manufactured Products segment. During the year ended December 31, 2021, we
recognized a projected loss of $3.6 million for a contract in our Subsea Robotics segment. There could be
significant adjustments to overall contract costs in the future, due to changes in facts and circumstances.
In general, our payment terms consist of those services billed regularly as provided and those products delivered at
a point in time, which are invoiced after the performance obligation is satisfied. Our product and service contracts
with milestone payments due at agreed progress points during the contract are invoiced when those milestones are
reached, which may differ from the timing of revenue recognition. Our payment terms generally do not provide
financing of contracts to customers, nor do we receive financing from customers as a result of these terms.
See Note 3—“Revenue” for more information on our revenue from contracts with customers.
Leases. We determine whether a contract is or contains a lease at inception, whether as a lessee or a lessor. We
take into consideration the elements of an identified asset, right to control and the receipt of economic benefit in
making those determinations.
As a lessor, we lease certain types of equipment along with the provision of services and utilize the expedient
allowing us to combine the lease and non-lease components into a combined component that is accounted for (1)
under the accounting standard “Leases” (“ASC 842”), when the lease component is predominant, and (2) under the
accounting standard “Revenue from Contracts with Customers” (“ASC 606”), when the service component is
65
predominant. In general, when we have a service component, it is typically the predominant element and leads to
accounting under ASC 606.
As a lessor, we lease certain types of equipment, often providing services at the same time. These leases can be
priced on a dayrate or lump-sum basis for periods ranging from a few days to multi-year contracts. These leases are
negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our
customer's discretion. These leases generally do not contain options to purchase, material restrictions or covenants
that impact our accounting for leases.
As a lessee, we lease land, buildings, vessels and equipment for the operation of our business and to support some
of our service line revenue streams. These generally carry lease terms that range from days for operational and
support equipment to 20 years for land and buildings. These leases are negotiated on commercial terms at market
rates and many carry standard options to extend or terminate at our discretion. When the exercise of those options
is reasonably certain, we include them in the lease assessment. Our leases do not contain material restrictions or
covenants that impact our accounting for them, nor do we provide residual value guarantees.
As a lessee, we utilize the practical expedients to not recognize leases with an initial lease term of 12 months or
less on the balance sheet and to combine lease and non-lease components together and account for the combined
component as a lease for all asset classes, except real estate.
Right-of-use operating lease assets and operating lease liabilities are recognized based on the present value of the
future minimum lease payments over the lease term at commencement or modification date. As most of our leases
do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at
commencement or modification date in determining the present value of future payments. In determining the
incremental borrowing rate, we considered our external credit ratings, bond yields for us and our identified peers,
the risk-free rate in geographic regions where we operate and the impact associated with providing collateral over a
similar term as the lease for an amount equal to the future lease payments. Our right-of-use operating lease assets
also include any lease prepayments made and exclude lease incentives and initial direct costs incurred. Our lease
terms may include options to extend or terminate the lease. These options are included in the lease term when it is
reasonably certain we will exercise that option. Lease expense for minimum lease payments is recognized on a
straight-line basis over the lease term.
See Note 4—“Leases” for more information on our operating leases.
Stock-Based Compensation. We recognize all share-based payments to directors, officers and employees over
their vesting periods in the income statement based on their estimated fair values. For more information on our
employee benefit plans, see Note 11—“Employee Benefit Plans.”
Income Taxes. We provide income taxes at appropriate tax rates in accordance with our interpretation of the
respective tax laws and regulations after review and consultation with our internal tax department, tax advisors and,
in some cases, legal counsel in various jurisdictions. We provide for deferred income taxes for differences between
carrying amounts of assets and liabilities for financial and tax reporting purposes and provide a valuation allowance
against deferred tax assets when it is more likely than not that the asset will not be realized.
We recognize an expense or benefit for an uncertain tax position if it is more likely than not to be sustainable upon
audit by the applicable taxing authority. If this threshold is met, the uncertain tax position is then measured and
recognized at the largest amount that we believe is greater than 50% likely of being realized upon ultimate
settlement. We account for any applicable interest and penalties on these uncertain tax positions as a component of
our provision for income taxes on our financial statements.
We have elected to account for U.S. federal income tax on global intangible low-taxed income (“GILTI”) as a current
period expense when incurred.
For more information on income taxes, see Note 6—“Income Taxes.”
Foreign Currency Translation. The functional currency for most of our foreign subsidiaries is the applicable local
currency. Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are
translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these foreign
subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date, and the
resulting translation adjustments are recognized, net of tax, in accumulated other comprehensive income (loss) as a
component of shareholders' equity. All foreign currency transaction gains and losses are recognized currently in the
66
Consolidated Statements of Operations. We recorded $(1.4) million, less than $(0.1) million and $(8.4) million of
foreign currency transaction gains (losses) in the years ended December 31, 2023, 2022 and 2021, respectively.
Those amounts are included as a component of other income (expense), net in our Consolidated Statement of
Operations.
Earnings (Loss) per Share. For each year presented, the only difference between our annual calculated weighted-
average basic and diluted number of shares outstanding is the effect of outstanding restricted stock units.
Repurchase Plan. In December 2014, our Board of Directors approved a plan to repurchase up to 10 million
shares of our common stock. In 2015, we repurchased 2.0 million shares of our common stock for $100 million. We
have not repurchased any shares under this program since December 2015. The timing and amount of any future
repurchases will be determined by our management. As of December 31, 2023, we retained 10 million of the shares
we had repurchased through this and a prior repurchase program. We expect to hold the shares repurchased and
any additional shares repurchased under the plan as treasury stock for possible future use. The plan does not
obligate us to repurchase any particular number of shares. We account for the shares we hold in treasury under the
cost method, at average cost.
Financial Instruments. We recognize all derivative instruments as either assets or liabilities in the balance sheet
and measure those instruments at fair value. Subsequent changes in fair value are reflected in current earnings or
other comprehensive income (loss), depending on whether a derivative instrument is designated as part of a hedge
relationship and, if it is, the type of hedge relationship. See Note 8—“Debt” for information relative to the interest
rate swaps we had in effect.
2. ACCOUNTING STANDARDS UPDATE
Recently Issued Accounting Standards. In November 2023, the Financial Accounting Standards Board (“FASB”)
issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“Topic
280”), which requires enhanced disclosures about significant segment expenses. Under Topic 280, companies are
required to disclose, on an annual and interim basis, any significant segment expense that is regularly provided to
the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.
The title and position of the CODM must be disclosed plus an explanation of how the CODM uses the reported
measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
Topic 280 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024,and must be applied retrospectively to all prior periods presented in the financial
statements. We anticipate that Topic 280 will only impact our disclosures and therefore do not expect that Topic 280
will have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):Improvements to Income Tax
Disclosures” (“Topic 740”), which applies to all entities subject to income taxes. Topic 740 requires disaggregated
information about a reporting entity’s effective tax rate reconciliation, including percentages and amounts, as well as
information on income taxes paid, net of refunds disaggregated by federal, state, local and foreign and by
jurisdiction if the amount is 5% or more of total income tax payments, net of refunds. Topic 740 is effective for
annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the
option to apply the standard retrospectively. We anticipate that Topic 740 will only impact our disclosures and
therefore do not expect that Topic 740 will have a material impact on our consolidated financial statements.
67
3. REVENUE
Revenue by Category
The following table presents revenue disaggregated by business segment, geographical region, and timing of
transfer of goods or services.
(in thousands)
Business Segment:
Energy
Subsea Robotics
Manufactured Products
Offshore Projects Group
Integrity Management & Digital Solutions
Total Energy
Aerospace and Defense Technologies
Total
(in thousands)
Geographic Operating Areas:
Foreign:
Africa
Asia and Australia
United Kingdom
Brazil
Norway
Other
Total Foreign
United States
Total
(in thousands)
Timing of Transfer of Goods or Services:
Revenue recognized over time
Revenue recognized at apoint
in time
Total
Contract Balances
Year Ended December 31,
2023
2022
2021
$
752,521
$
621,921
$
538,515
493,692
546,366
255,282
382,361
489,317
229,884
344,251
378,121
241,393
2,047,861
1,723,483
1,502,280
376,845
342,601
366,995
$ 2,424,706
$ 2,066,084
$ 1,869,275
Year Ended December 31,
2023
2022
2021
$
331,891
$
286,687
$
273,095
274,160
205,886
202,892
189,802
189,694
206,564
177,234
139,859
180,186
96,742
184,659
181,453
111,198
214,306
93,021
1,394,325
1,087,272
1,057,732
1,030,381
978,812
811,543
$ 2,424,706
$ 2,066,084
$ 1,869,275
Year Ended December 31,
2023
2022
2021
$ 2,272,160 $ 1,929,031
$ 1,747,585
152,546
137,053
121,690
$ 2,424,706 $ 2,066,084
$ 1,869,275
Our contracts with milestone payments have, in the aggregate, a significant impact on the contract asset and the
contract liability balances. Milestones are contractually agreed with customers and relate to significant events
across the contract lives. Some milestones are achieved before revenue is recognized, resulting in a contract
liability, while other milestones are achieved after revenue is recognized resulting in a contract asset.
68
The following table provides information about contract assets and contract liabilities from contracts with customers.
(in thousands)
Total contract assets, beginning of period
Revenue accrued
Amounts billed
Total contract assets, end of period
Year Ended December 31,
2023
2022
$
184,847
$
164,847
2,328,382
1,984,385
(2,278,724)
(1,964,385)
$
234,505
$
184,847
Total contract liabilities, beginning of period
$
112,950
$
88,175
Deferrals of milestone payments
Recognition of revenue for goods and services
Total contract liabilities, end of period
149,864
104,649
(98,183)
(79,874)
$
164,631
$
112,950
Performance Obligations
As of December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance
obligations that were unsatisfied (or partially unsatisfied) was $432 million. In arriving at this value, we have used
two expedients available to us and are not disclosing amounts in relation to performance obligations: (1) that are
part of contracts with an original expected duration of one year or less; or (2) on contracts where we recognize
revenue in line with the billing. Of this amount, we expect to recognize revenue of $325 million over the next 12
months, $100 million within the next 24 months and we expect to recognize substantially all of the remaining
balance of $7.6 million within the next 36 months.
In our Manufactured Products and ADTech segments, we have long-term contracts that extend beyond one year,
and these make up the majority of the performance obligations balance reported as of December 31, 2023. We also
have shorter-term product contracts with anexpecte d original duration of one year or less that have been excluded.
Where appropriate, we have made estimates within the transaction price of elements of variable consideration
within the contracts and constrained those amounts to alevel w here we consider it is probable that a significant
reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the
variable consideration is subsequently resolved. The amount of revenue recognized in the years ended December
31, 2023 and 2022 that was associated with performance obligations completed or partially completed in prior
periods was not significant.
As of December 31, 2023, there were no significant outstanding liability balances for refunds or returns due to the
nature of our contracts and the services and products we provide. Our warranties are limited to assurance
warranties that are of a standard length and are not considered to be material rights. The majority of our contracts
consist of a single performance obligation. When there are multiple obligations, we look for observable evidence of
stand-alone selling prices on which to base the allocation. This involves judgment as to the appropriateness of the
observable evidence relating toth e facts and circumstances of the contract. If we do not have observable evidence,
we estimate stand-alone selling prices by taking acost -plus-margin approach, using typical margins from the type of
product or service, customer and regional geography involved.
Costs to Obtain or Fulfill a Contract
In line with the available practical expedient, we capitalize incremental costs to obtain a contract that would not have
been incurred if the contract had not been obtained when those amounts are significant and the contract is
expected at inception to exceed one year in duration. Our costs to obtain a contract primarily consist of bid and
proposal costs, which are generally expensed in the period when incurred. There were no balances or amortization
of costs to obtain a contract in the current reporting periods.
Costs to fulfill a contract primarily consist of certain mobilization costs incurred to provide services or products to our
customers. These costs are deferred and amortized over the period of contract performance. The closing balance of
costs to fulfill a contract was $7.8 million and $10 million as of December 31, 2023 and 2022, respectively. For the
years ended December 31, 2023, 2022 and 2021, we recorded amortization expense of $5.8 million, $5.6 million
and $4.5 million, respectively. No impairment costs were recognized.
69
4. LEASES
Supplemental information about our operating leases follows:
(in thousands)
Assets:
Right-of-use operating lease assets
Liabilities:
Current
Noncurrent
Lease liabilities
Lease Term and Discount Rate:
Weighted-average remaining lease term (years)
Weighted-average discount rate
$
$
$
December 31,
2023
2022
337,554
$
139,611
78,117
$
293,482
371,599
$
19,580
151,842
171,422
December 31,
2023
2022
7
5.9 %
9
5.8 %
No impairments of right-of-use operating leases were recorded in the years ended December 31, 2023 and 2022.
Operating lease cost reflects the lease expense resulting from amortization over the respective lease terms of our
operating leases with initial lease terms greater than 12 months. Our short-term lease cost consists of expense for
our operating leases with initial lease terms of 12 months or less that are not recorded on our balance sheet. The
components of lease cost are as follows:
(in thousands)
Lease Cost:
Operating lease cost
Short-term lease cost
Total Lease Cost
Year ended December 31,
2023
2022
$
$
56,212
$
34,467
98,763
101,048
154,975
$
135,515
As of December 31, 2023, future maturities of lease liabilities for our operating leases with an initial lease term of
more than 12 months were as follows:
(in thousands)
For the year ended December 31,
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: Interest
$
Present Value of Operating Lease Liabilities
$
97,549
98,119
60,289
33,371
25,861
144,366
459,555
(87,956)
371,599
70
December 31,
2023
2022
$ 104,364
$ 91,896
87,356
18,078
81,701
10,778
$ 209,798
$ 184,375
$ 68,464
$ 56,170
—
6,369
$ 68,464
$ 62,539
$ 36,588
$ 33,012
30,455
—
26,021
21,182
23,040
30,049
20,170
—
11,517
27,476
$ 137,286
$ 122,224
$ 154,507
$ 122,380
78,117
56,112
55,990
12,667
54,388
19,580
57,310
44,966
10,180
53,030
$ 411,781
$ 307,446
$ 35,679
$ 29,635
27,093
12,727
1,033
25,375
10,869
14,479
2,228
27,439
$ 101,907
$ 84,650
5. SELECTED BALANCE SHEET INFORMATION
The following is information regarding selected balance sheet accounts:
(in thousands)
Inventory, net:
Manufactured Products
Subsea Robotics
Other inventory
Total
Other current assets:
Prepaid expenses
Angolan bonds
Total
Other noncurrent assets:
Cash surrender value of life insurance policies
Investment in unconsolidated affiliates
Income tax receivable
Deferred tax asset
Intangible assets, net
Other
Total
Accrued liabilities:
Payroll and related costs
Current operating lease liability
Accrued job costs
Income taxes payable
Accrued interest
Other
Total
Other long-term liabilities:
Supplemental Executive Retirement Plan
Uncertain tax positions
Long-Term Incentive Plan
Deferred income taxes
Other
Total
71
6. INCOME TAXES
The components of income (loss) before income taxes are as follows:
(in thousands)
Domestic
Foreign
Income (loss) before income taxes
Year Ended December 31,
2022
2021
2023
$ (62,294) $ (50,396) $ (125,010)
223,349
129,448
119,301
$ 161,055
$
79,052
$
)
(5,709)
(
The components of the income tax provision (benefit) applicable for domestic and foreign taxes and cash taxes paid
are as follows:
(in thousands)
Current income tax expense (benefit):
Domestic
Foreign
Total current income tax expense (benefit)
Deferred income tax expense (benefit):
Domestic
Foreign
Total deferred income tax expense (benefit)
Total income tax expense (benefit)
Cash taxes paid, net
Year Ended December 31,
2022
2021
2023
$
2,043
$
3,241
$
974
88,394
90,437
49,041
52,282
44,422
45,396
(170)
(26,615)
(26,785)
633
196
829
(328)
(1,470)
(1,798)
$
$
63,652
44,014
$
$
53,111
44,959
$
$
43,598
29,204
The reconciliation between the actual income tax provision and income tax computed using the U.S. statutory
federal income tax rate is summarized as follows:
(in thousands)
Year Ended December 31,
2023
2022
2021
Income tax provision (benefit) at the U.S. statutory rate
$
33,821
$
16,645
$
(1,199)
Base erosion and anti-abuse tax
Valuation allowances
Foreign tax rate differential
Foreign income inclusion
Stock compensation
Excess compensation
Uncertain tax positions
General business credits
Other items, net
3,520
(21,679)
44,514
(3,618)
(1,428)
1,712
7,761
(4,078)
3,127
2,369
11,078
14,505
12,304
137
1,083
(704)
(1,952)
(2,354)
—
33,068
8,619
3,141
542
1,301
158
(2,452)
420
Total provision (benefit) for income taxes
$
63,652
$
53,111
$
43,598
72
Significant components of net deferred tax assets and liabilities were as follows:
(in thousands)
Deferred tax assets:
Deferred compensation
Deferred income
Accrued expenses
Net operating loss and other carryforwards
Long-term operating lease liabilities
Goodwill and intangibles
Interest
Other
Gross deferred tax assets
Valuation allowances
Total deferred tax assets
Deferred tax liabilities:
Property and equipment
Basis difference in equity investments
Right-of-use operating lease assets
Total deferred tax liabilities
December 31,
2023
2022
$
20,310
$
19,344
13,029
26,811
3,478
23,434
531,257
540,443
66,059
45,196
34,671
15,253
32,846
34,362
35,638
24,651
752,586
714,196
(663,784)
(684,786)
88,802
$
29,410
(4,923) $
(5,611)
(800)
(879)
(58,091)
(25,148)
$
$
)
$ (63,814) $ (31,638)
)
(
(
Net deferred income tax assets (liabilities), net
$
24,988
$
)
(
(2,228)
Our net deferred tax assets (liabilities) are reflected within our balance sheet as follows:
(in thousands)
Long-term deferred tax assets
Deferred tax liabilities included in other long-term liabilities
Net deferred income tax assets (liabilities), net
December 31,
2023
2022
$
$
26,021
$
—
(1,033)
(2,228)
24,988
$
)
(2,228)
(
As of December 31, 2023, we had approximately $478 million of deferred tax assets related to net operating and
other loss carryforwards that were generated in various worldwide jurisdictions. The carryforwards include $168
million that do not expire and $310 million that will expire from 2024 through 2043. We have recorded a total
valuation allowance of $664 million on net operating loss, tax credit carryforwards, and other deferred tax assets, as
we believe that it is more likely than not that a portion of our deferred tax assets will not be realized. We assess the
realizability of our deferred tax assets, considering all relevant factors, at each reporting period. Based on the
available positive and negative evidence, including historical and forecasted earnings, we believe it is more likely
than not that deferred tax assets in several non-U.S. jurisdictions will be realized. Accordingly, during the twelve-
month period ended December 31, 2023, we partially released valuation allowances for the deferred tax assets that
we believe are more likely than not to be realized. Our valuation allowance decreased by $21 million in 2023 and
increased by $6.0 million 2022.
On March 27, 2020, the U.S. Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into
law in the United States. In accordance with the rules and procedures under the CARES Act, we filed certain refund
claim to carry back aporti on of our U.S. net operating loss. Prior to enactment of the CARES Act, such net
operating losses could only be carried forward. As a result, we received combined refunds of approximately $33
million, of which we received $10 million as of December 31, 2022. During the third quarter of 2022, we reached an
agreement in principle to settle our 2014 U.S. tax return audit, which reduced the outstanding refunds by
approximately $3.0 million. The remaining refunds of approximately $20 million were classified as other noncurrent
assets in the consolidated balance sheet as of December 31, 2022. During the twelve-month period ended
December 31, 2023, we received refunds of $23 million. These refunds included interest of $1.7 million which was
recorded as a tax benefit.
We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that
73
would incur material tax consequences upon the distribution of such earnings. As of December 31, 2023, we did not
provide for deferred taxes on earnings of our foreign subsidiaries that are indefinitely reinvested. If we were to make
a distribution from the unremitted earnings of these subsidiaries, we could be subject to taxes in various
jurisdictions. However, it is not practical to estimate the amount of tax that could ultimately be due if such earnings
were remitted. If our expectations were to change regarding future tax consequences, we may be required to record
additional deferred taxes that could have a material effect on our consolidated financial statements.
We recognize the expense or benefit for an uncertain tax position if it is more likely than not to be sustainable upon
audit by the applicable taxing authority. If this threshold is met, the uncertain tax position is then measured and
recognized at the largest amount that we believe is greater than 50% likely of being realized upon ultimate
settlement. We account for any applicable interest and penalties on these positions as a component of our provision
for income taxes in our consolidated financial statements.
A reconciliation of the beginning and ending amount of gross uncertain tax positions, excluding penalties and
interest, is as follows:
(in thousands)
Balance at beginning of year
Additions based on tax positions related to the current year
Reductions for expiration of statutes of limitations
Additions based on tax positions related to prior years
Reductions based on tax positions related to prior years
Settlements
Balance at end of year
Year Ended December 31,
2022
2023
2021
$
15,846
$
17,367
$
20,086
4,391
(130)
12,576
(135)
(7,091)
269
(520)
1,103
(2,171)
(202)
1,934
(784)
2,011
(2,818)
(3,062)
$
25,457
$
15,846
$
17,367
We increased (decreased) income tax expense by $5.4 million, $(1.0) million and $(1.1) million in 2023, 2022 and
2021, respectively, for penalties and interest on uncertain tax positions, which brought our total liabilities for
penalties and interest on uncertain tax positions to $7.9 million and $2.5 million in other long-term liabilities on our
balance sheets as of December 31, 2023 and 2022, respectively. All additions or reductions to those liabilities would
affect our effective income tax rate in the periods of change.
We believe approximately $8.0 million to $9.0 million of gross uncertain tax positions will be resolved within the next
12 months. Aporti on of our uncertain tax position liability is reflected as a reduction in our gross deferred tax asset
before valuation allowance and as a reduction in our long-term income tax receivable, which is included in other
noncurrent assets on our consolidated balance sheet. The remaining balance is reflected in other long-term
liabilities on our consolidated balance sheet. The balance of gross uncertain tax position liability included in other
long-term liabilities on our consolidated balance sheet was $19 million and $8.0 million as of December 31, 2023
and December 31, 2022, respectively. The balance of gross uncertain tax position liability netted against our gross
deferred tax asset before valuation allowance was $5.0 million as of December 31, 2023 and 2022. The balance of
gross uncertain tax position liability netted against our gross long-term income tax receivable included in other
noncurrent assets was $1.0 million and $2.0 million as of December 31, 2023 and 2022, respectively.
Our tax returns are subject to audit by taxing authorities in multiple jurisdictions. These audits often take years to
complete and settle. The following table lists the earliest tax years open to examination by tax authorities where we
have significant operations:
Jurisdiction
United States
United Kingdom
Norway
Angola
Brazil
Australia
Periods
2014
2020
2018
2015
2018
2019
74
7. SELECTED INCOME STATEMENT INFORMATION
The following schedule shows our revenue, costs and gross margins by services and products:
(in thousands)
Revenue:
Services
Products
Total revenue
Cost of Services and Products:
Services
Products
Unallocated expenses
Total cost of services and products
Gross margin:
Services
Products
Unallocated expenses
Total gross margin
8. DEBT
The carrying value of long-term debt consisted of the following:
(in thousands)
4.650% Senior Notes due 2024
6.000% Senior Notes due 2028
Interest rate swap settlements
Unamortized discount and debt issuance costs
Long-term Debt
Year Ended December 31,
2022
2021
2023
$1,920,348
$1,673,024
$1,503,745
504,358
393,060
365,530
2,424,706
2,066,084
1,869,275
1,498,094
1,334,811
1,215,994
428,686
341,368
295,514
98,955
82,528
93,702
2,025,735
1,758,707
1,605,210
422,254
338,213
287,751
75,672
51,692
70,016
(98,955)
(82,528)
(93,702)
$ 398,971
$ 307,377
$ 264,065
December 31,
2023
2022
$
— $ 400,000
500,000
300,000
—
4,371
(22,942)
(3,398)
$ 477,058
$ 700,973
2024 Senior Notes. In November 2014, we completed the public offering of $500 million aggregate principal
amount of 4.650% Senior Notes due 2024 (the “2024 Senior Notes”). We paid interest on the 2024 Senior Notes on
May 15 and November 15 of each year. The 2024 Senior Notes were scheduled to mature on November 15, 2024.
In the year ended December 31, 2021, we repurchased $100 million in aggregate principal amount of the 2024
Senior Notes in open-market transactions. The aggregate purchase price in the year ended December 31, 2021
included accrued and unpaid interest to the repurchase date of $0.7 million, and we recorded loss on
extinguishment of debt of $1.1 million (including premiums and fees associated with the repurchases). On October
2, 2023, we repurchased $312 million principal amount of the 2024 Senior Notes at par plus accrued and unpaid
interest of $5.5 million for approximately $318 million in the Tender Offer (as defined herein). On November 2, 2023
(the “Redemption Date”), after delivering a notice to the holders of the 2024 Senior Notes, we redeemed all of the
remaining $88 million principal amount outstanding of the 2024 Senior Notes at par, pursuant to our optional
redemption right under the indenture governing the 2024 Senior Notes. The redemption price was equal to 100% of
the principal amount of the 2024 Senior Notes plus accrued and unpaid interest up to but not including the
Redemption Date plus a“make-whole p remium.”
2028 Senior Notes. In February 2018, we completed the public offering of $300 million aggregate principal amount
of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”). We pay interest on the Existing 2028 Senior
Notes on February 1and August 1 of each year. The Existing 2028 Senior Notes are scheduled to mature on
February 1, 2028. We used the net proceeds from the Existing 2028 Senior Notes to repay our term loan
indebtedness described further below. We may redeem some or all of the Existing 2028 Senior Notes at specified
redemption prices.
On October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional
2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028
75
Senior Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States
pursuant to Regulation S under the Securities Act. The New 2028 Senior Notes constitute an additional issuance of
the Existing 2028 Senior Notes and form a single series with such notes. We will pay interest on the New 2028
Senior Notes on February 1 and August 1 of each year, commencing on February 1, 2024. The New 2028 Senior
Notes are scheduled to mature on February 1, 2028. We may redeem some or all of the 2028 Senior Notes at
specified redemption prices. We received net proceeds from the offering of the New 2028 Senior Notes of
$178 million, after initial purchasers’ discounts and debt issuance costs. We used the net proceeds from the New
2028 Senior Notes, together with cash on hand, to fund the Tender Offer (as defined herein).
On October 2, 2023, we used the net proceeds from the offering discussed above, together with cash on hand, to
fund our offer to purchase (the “Tender Offer”) for cash any and all of the $400 million principal amount outstanding
of the 2024 Senior Notes. The consummation of the Tender Offer was contingent upon the completion of the offering
discussed above, which was satisfied on October 2, 2023.
Revolving Credit Agreement. In October 2014, we entered into a credit agreement (as amended, the “Prior Credit
Agreement”) with a group of banks. The Prior Credit Agreement initially provided for a $500 million five-year
revolving credit facility (the “Prior Revolving Credit Facility”). The Prior Credit Agreement also provided for a
$300 million term loan, which we repaid in full in February 2018, using net proceeds from the issuance of our
Existing 2028 Senior Notes, referred to above, and cash on hand. In February 2018, we entered into Agreement
and Amendment No. 4 to the Prior Credit Agreement to, among other things, extend the maturity of the Prior
Revolving Credit Facility to January 25, 2023.
On April 8, 2022, we entered into a new senior secured revolving credit agreement with a group of banks (as
amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving
Credit Agreement”). The commitments under the Revolving Credit Agreement are scheduled to mature on April 8,
2027, or alternatively, if our Liquidity (as defined in the Revolving Credit Agreement) is less than $175 million as of
August 16, 2024, then on such date (which is 91 days prior to the maturity date of the 2024 Notes that were no
longer outstanding as of November 2, 2023). The Revolving Credit Agreement includes a $215 million revolving
credit facility (the “Revolving Credit Facility”) with a $100 million sublimit for the issuance of letters of credit. Our
obligations under the Revolving Credit Agreement are guaranteed by certain of our wholly owned subsidiaries and
are secured by first priority liens on certain of our assets and those of the guarantors, including, among other things,
intellectual property, inventory, accounts receivable, equipment and equity interests in subsidiaries. As of December
31, 2023, we had no borrowings outstanding under the Revolving Credit Facility and no letters of credit outstanding
under the Revolving Credit Agreement.
On March 19, 2023, following the intervention of the Swiss Federal Department of Finance, the Swiss National Bank
and the Swiss Financial Market Supervisory Authority (“FINMA”), Credit Suisse Group AG (“Credit Suisse”) and
UBS Group AG (“UBS”) entered into a merger agreement with UBS as the surviving entity. As a result, UBS became
a lender under the Revolving Credit Facility. In connection with the amendment of our Revolving Credit Facility in
September 2023, Citibank, N.A. replaced UBS as a lender thereunder and assumed the underlying Credit Suisse
commitments under the Revolving Credit Agreement.
We may borrow under the Revolving Credit Facility at either (1) a base rate, determined as the greatest of (A) the
prime rate of Wells Fargo Bank, National Association, (B) the federal funds effective rate plus 1⁄2 of 1% and (C)
Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Revolving Credit Agreement for a
one-month tenor plus 1%, in each case plus the applicable margin, which varies from 1.25% to 2.25% depending on
our Consolidated Net Leverage Ratio (as defined in the Revolving Credit Agreement), or (2) Adjusted Term SOFR
plus the applicable margin, which varies from 2.25% to 3.25% depending on our Consolidated Net Leverage Ratio.
We will also pay a facility fee based on the amount of the underlying commitment that is being utilized, which fee
varies from 0.300% to 0.375%, with the higher rate owed when we use the Revolving Credit Facility less.
The Revolving Credit Agreement includes financial covenants that are tested on a quarterly basis, based on the
rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted Consolidated Net
Leverage Ratio is initially 4.00 to 1.00 and will decrease to 3.25 to 1.00 during the term of the Revolving Credit
Facility. As of December 31, 2023, the maximum permitted Consolidated Net Leverage Ratio was 3.25 to 1.00 and
will not change during the remaining term of the Revolving Credit Facility. The minimum Consolidated Interest
Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 throughout the term of the Revolving
Credit Facility. Availability under the Revolving Credit Facility may be limited by these financial covenants and the
requirement that any borrowing under the Revolving Credit Facility not require the granting of any liens to secure
76
any senior notes issued by us (“Senior Notes”). The indentures governing the 2028 Senior Notes, and prior to
November 2, 2023, the 2024 Senior Notes, generally limit our ability to incur secured debt for borrowed money
(such as borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as
defined in such indentures). As of December 31, 2023, the full $215 million was available to borrow under the
Revolving Credit Facility. In addition, the Revolving Credit Agreement contains various covenants that we believe
are customary for agreements of this nature, including, but not limited to, restrictions on our ability and the ability of
each of our subsidiaries to incur debt, grant liens, make certain investments, make distributions, merge or
consolidate, sell assets and enter into certain restrictive agreements. As of December 31, 2023, we were in
compliance with all the covenants set forth in the Revolving Credit Agreement.
Interest Rate Swaps. We had two interest rate swaps in place relating to a total of $200 million of the 2024 Senior
Notes for the period to November 2024. The agreements swapped the fixed interest rate of 4.65% on $100 million
of the 2024 Senior Notes to the floating rate of one-month London Interbank Offered Rate (“LIBOR”) plus 2.426%
and on another $100 million to one-month LIBOR plus 2.823%. In March 2020, we settled both interest rate swaps
with the counterparty for cash proceeds of $13 million. The settlement resulted in a $13 million increase to our long-
term debt balance that was being amortized as a reduction to interest expense prospectively through the maturity
date for the 2024 Senior Notes using the effective interest method. In the year ended December 31, 2023, we
amortized $4.4 million to interest expense, including $2.7 million, for the write-off of interest rate swap settlement
gains associated with the retirement of the 2024 Senior Notes discussed above. In the year ended December 31,
2022, we amortized $2.2 million to interest expense.
Debt Issuance Costs, Discount and Interest. We incurred $6.9 million of issuance costs related to the 2024
Senior Notes. These costs were included as a reduction of long-term debt in our Consolidated Balance Sheet. We
were amortizing these costs to interest expense through the maturity date. In the year ended December 31, 2023,
we amortized $1.3 million to interest expense, including $0.7 million, for the write-off of the debt issuance costs
balance associated with the retirement of the 2024 Senior Notes discussed above. In the year ended December 31,
2022, we amortized $0.7 million to interest expense.
We incurred $7.0 million of issuance costs related to the 2028 Senior Notes and $4.0 million of loan costs related to
the Revolving Credit Agreement. These costs, net of accumulated amortization, are included as a reduction of long-
term debt in our Consolidated Balance Sheets, as they pertain to the 2028 Senior Notes, and in other noncurrent
assets, as they pertain to the Revolving Credit Agreement. We are amortizing these costs to interest expense
through the respective maturity dates for the 2028 Senior Notes and the Revolving Credit Agreement using the
straight-line method, which approximates the effective interest rate method. In the years ended December 31, 2023
and 2022, we amortized $1.6 million and $1.4 million, respectively, to interest expense.
We recorded a discount of $20 million related to the New 2028 Senior Notes issued in October 2023. This cost, net
of accumulated amortization, is included as a reduction of long-term debt in our Consolidated Balance Sheets and is
being amortized to interest expense through the maturity date of the 2028 Senior Notes using the straight-line
method, which approximates the effective interest rate method. In the year ended December 31, 2023, we
amortized $0.9 million to interest expense.
We made cash interest payments of $34 million, $38 million and $39 million in 2023, 2022 and 2021, respectively.
9. COMMITMENTS AND CONTINGENCIES
Lease Commitments
As of December 31, 2023, we occupied several facilities under noncancellable operating leases expiring at various
dates through 2038. See Note 4—“Leases” for more information on our operating leases.
Insurance
The workers' compensation, maritime employer's liability and comprehensive general liability insurance policies that
we purchase each include a deductible layer, for which we would be responsible, that we consider financially
prudent. Insurance above the deductible layers can be by occurrence or in the aggregate. We determine the level of
accruals for claims exposure by reviewing our historical experience and current year claim activity. We do not record
accruals on a present-value basis. We review larger claims with insurance adjusters and establish specific reserves
for known liabilities. We establish an additional reserve for incidents incurred but not reported to us for each year
using our estimates and based on prior experience. We believe we have established adequate accruals for
77
expected liabilities arising from those obligations. However, it is possible that future earnings could be affected by
changes in our estimates relating to these matters.
Litigation
In the ordinary course of business, we are, from time to time, involved in litigation or subject to disputes,
governmental investigations or claims related to our business activities, including, among other things:
•
•
performance- or warranty-related matters under our customer and supplier contracts and other business
arrangements; and
workers’ compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and
other claims.
Although we cannot predict the ultimate outcome of these matters, we believe that our ultimate liability, if any, that
may result from these other actions and claims will not have a material adverse effect on our consolidated financial
condition, results of operations or cash flows. However, because of the inherent uncertainty of litigation and other
dispute resolution proceedings and, in some cases, the availability and amount of potentially available insurance,
we can provide no assurance that the resolution of any particular claim or proceeding to which we are a party will
not have a material effect on our consolidated financial condition, results of operations or cash flows for the fiscal
period in which that resolution occurs.
Letters of Credit
We had $62 million and $52 million in letters of credit outstanding as of December 31, 2023 and 2022, respectively,
which related to self-insurance requirements and various bid and performance bonds, which are usually for the
duration of the applicable contract.
Financial Instruments and Risk Concentration
In the normal course of business, we manage risks associated with foreign exchange rates and interest rates
through a variety of strategies, including the use of hedging transactions. As a matter of policy, we do not use
derivative instruments unless we have an underlying exposure. Other financial instruments that potentially subject
us to concentrations of credit risk are principally cash and cash equivalents and accounts receivable.
The carrying values of cash and cash equivalents approximate their fair values due to the short-term maturity of the
underlying instruments. Accounts receivable are generated from a broad group of customers, primarily from the
energy industry and the U.S. Government, which are major sources of our revenue. Due to their short-term nature,
carrying values of our accounts receivable and accounts payable approximate fair market values.
We estimated the aggregate fair market value of the 2028 Senior Notes to be $484 million as of December 31, 2023
based on quoted prices. Since the market for the 2028 Senior Notes is not an active market, the fair value of the
Senior Notes is classified within Level 2 in the fair value hierarchy under U.S. GAAP (inputs other than quoted
prices in active markets for similar assets and liabilities that are observable or can be corroborated by observable
market data for substantially the full terms for the assets or liabilities).
Foreign currency gains (losses) of $(1.4) million in the year ended December 31, 2023, were primarily related to
gains (losses) for the Angolan kwanza of $(4.4) million due to declining exchange rates for the Angolan kwanza
relative to the U.S. dollar. Foreign currency gains (losses) in the year ended December 31, 2022 were less than
$(0.1) million. Foreign currency gains (losses) of $(8.4) million in the year ended December 31, 2021 were primarily
related to gains (losses) for the Angolan kwanza of $(4.5) million due to declining exchange rates for the Angolan
kwanza relative to the U.S. dollar. Foreign currency transaction losses related to the Angolan kwanza in the years
ended December 31, 2023 and 2021 were primarily due to the remeasurement of our Angolan kwanza cash
balances to U.S. dollars. We recorded foreign currency transaction gains (losses) related to the Angolan kwanza as
a component of other income (expense), net in our Consolidated Statements of Operations in those respective
periods.
Any conversion of cash balances from kwanza to U.S. dollars is controlled by the central bank in Angola. As of
December 31, 2023 and 2022, we had the U.S. dollar equivalent of approximately $8.1 million and $5.6 million of
kwanza cash balances, respectively, in Angola reflected on our Consolidated Balance Sheets.
78
To mitigate our currency exposure risk in Angola, we used kwanza to purchase equivalent Angolan central bank
(Banco Nacional de Angola) bonds. The bonds were denominated as U.S. dollar equivalents, so that, upon payment
of semi-annual interest and principal upon maturity, payment was made in kwanza, equivalent to the respective U.S.
dollars at the then-current exchange rate. Our remaining Angolan bonds matured on September 1, 2023, and we
received cash proceeds of $6.2 million. As of December 31, 2023, we no longer have any Angolan bank bonds.
As of December 31, 2022, we had $6.2 million of U.S. dollar equivalent Angolan bonds. These bonds were
classified as available-for-sale securities; accordingly, they were recorded at fair market value in other current
assets on our Consolidated Balance Sheets. We did not sell any of our remaining Angolan bonds in the year ended
December 31, 2022. We estimated the fair market value of the Angolan bonds to be $6.4 million as of December 31,
2022, using quoted market prices. Since the market for the Angolan bonds was not an active market, the fair value
of the Angolan bonds was classified within Level 2 in the fair value hierarchy under U.S. GAAP. As of December 31,
2022, we had $0.1 million, in unrealized gains, net of tax, related to these bonds as a component of accumulated
other comprehensive loss in our Consolidated Balance Sheets.
We made the decision during the fourth quarter of 2021 to terminate a number of entertainment ride systems
contracts with Evergrande and recorded a net loss in our Manufactured Products segment. The specific elements of
the net loss included a reserve of $49 million in receivables and contract assets, partially offset by the
reclassification of $20 million of contract assets into salable inventory. As of December 31, 2023, 2022 and 2021 we
had no outstanding accounts receivable or contract assets for those projects.
In the three-month period ended June 30, 2021, we were notified by a customer in our Manufactured Products
segment that it was suspending a contract that was substantially complete. Specific to this contract, we billed and
received $41 million in the year ended December 31, 2023. As of December 31, 2023, we had outstanding contract
assets of approximately $1.3 million for the contract and contract liabilities of $3.4 million prepaid for storage of
components. As of December 31, 2022, we had outstanding contract assets of approximately $19 million for the
contract and contract liabilities of $0.6 million prepaid for storage of components. We are in discussions with the
customer concerning the timing of remaining payments. We continue to believe we will realize these contract assets
at their book values, although we can provide no assurance as to the timing of receipt of the remaining payments.
10. OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA
Business Segment Information
We are a global technology company delivering engineered services and products and robotic solutions to the
offshore energy, defense, aerospace, manufacturing and entertainment industries.
Our Energy business leverages our asset base and capabilities for providing services and products for offshore
energy operations, inclusive of the offshore renewables energy market. Our Energy segments are:
•
Subsea Robotics—Our Subsea Robotics segment provides the following:
◦ ROVs for drill support and vessel-based services, including subsea hardware installation, construction,
pipeline inspection, survey and facilities inspection, maintenance and repair;
◦ ROV tooling; and
◦
survey services, including hydrographic survey and positioning services and autonomous underwater
vehicles for geoscience.
• Manufactured Products—Our Manufactured Products segment provides the following:
◦
◦
distribution and connection systems including production control umbilicals and field development
hardware and pipeline connection and repair systems to the energy industry; and
autonomous mobile robotic technology and entertainment systems to a variety of industries.
• Offshore Projects Group—Our OPG segment provides the following:
◦
◦
◦
subsea installation and intervention, including riserless light well intervention services, inspection,
maintenance and repair (“IMR”) services, principally in the U.S. Gulf of Mexico and offshore Angola,
utilizing owned and charter vessels;
installation and workover control systems and ROV workover control systems;
diving services;
79
◦
◦
project management and engineering; and
drill pipe riser services and systems and wellhead load relief solutions.
•
Integrity Management & Digital Solutions—Our Integrity Management & Digital Solutions (“IMDS”)
segment provides the following:
◦
◦
◦
asset integrity management services;
software and analytical solutions for the bulk cargo maritime industry; and
software, digital and connectivity solutions for the energy industry.
Our Aerospace and Defense Technologies segment provides services and products, including engineering and
related manufacturing in defense and space exploration activities, principally to U.S. Government agencies and their
prime contractors.
Unallocated Expenses are those not associated with a specific business segment. These consist of expenses
related to our incentive and deferred compensation plans, including restricted stock and bonuses, as well as other
general expenses, including corporate administrative expenses.
There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from
those used in our consolidated financial statements for the years ended December 31, 2022 and 2021.
80
The table that follows presents revenue, income (loss) from operations and depreciation and amortization expense
by business segment:
(in thousands)
Revenue
Energy
Subsea Robotics
Manufactured Products
OPG
IMDS
Total Energy
ADTech
Total
Income (Loss) from Operations
Energy
Subsea Robotics
Manufactured Products
OPG
IMDS
Total Energy
ADTech
Unallocated Expenses
Total
Depreciation and Amortization Expense
Energy
Subsea Robotics
Manufactured Products
OPG
IMDS
Total Energy
ADTech
Unallocated Expenses
Total
Year Ended December 31,
2022
2021
2023
$ 752,521
$ 621,921
$ 538,515
493,692
546,366
255,282
382,361
489,317
229,884
344,251
378,121
241,393
2,047,861
1,723,483
1,502,280
376,845
342,601
366,995
$2,424,706
$2,066,084
$1,869,275
$ 174,293
$ 118,248
$
76,874
35,551
64,546
13,373
11,692
49,256
14,901
(15,876)
31,197
18,572
287,763
194,097
110,767
45,003
44,168
60,992
(151,438)
(127,402)
(131,960)
$ 181,328
$ 110,863
$
39,799
$
54,365
$
67,684
$
87,900
12,220
27,956
3,608
98,149
2,504
4,307
11,946
28,560
4,599
12,788
28,173
4,420
112,789
133,281
2,853
5,327
4,783
1,659
$ 104,960
$ 120,969
$ 139,723
We determine income (loss) from operations for each business segment before interest income or expense, other
income (expense) and provision for income taxes. We do not consider an allocation of these items to be practical.
Revenue
During December 31, 2023, 2022 and 2021, revenue from one customer, the U.S. Government, accounted for 10%,
11% and 12%, respectively, of our total consolidated annual revenue, and no other customer accounted for more
than 10% of our total consolidated revenue.
81
Income (Loss) from Operations
Year ended December 31, 2021—During the year ended December 31, 2021, we recorded charges and other
discrete impacts attributable to each of our reporting segments as follows:
(in thousands)
Impacts for the effects of:
Provision for Evergrande
losses, net
Loss on sale of asset
Other
Total charges
For the Year Ended December 31, 2021
Subsea
Robotics
Manufactured
Products
OPG
IMDS
ADTech
Unallocated
Expenses
Total
$
$
— $
29,549
$
— $
— $
— $
— $
29,549
—
395
395
—
537
$
30,086
$
—
149
149
$
—
217
217
$
—
10
10
1,415
—
1,415
1,308
$
1,415
$
32,272
There were no adjustments of a similar nature during the years ended December 31, 2023 and 2022.
Depreciation and Amortization Expense
Depreciation expense on property and equipment, reflected in the Depreciation and Amortization Expense table
above, was $99 million, $113 million and $136 million in 2023, 2022 and 2021, respectively.
Amortization expense on long-lived intangible assets, reflected in the Depreciation and Amortization Expense table
above, was $6.4 million, $7.5 million and $3.8 million in 2023, 2022 and 2021, respectively.
82
Assets, Property and Equipment, Net and Goodwill
The following table presents Assets, Property and Equipment, net and Goodwill by business segment:
(in thousands)
Assets
Energy
Subsea Robotics
Manufactured Products
OPG
IMDS
Total Energy
ADTech
Corporate and Other
Total
Property and Equipment, Net
Energy
Subsea Robotics
Manufactured Products
OPG
IMDS
Total Energy
ADTech
Corporate and Other
Total
Goodwill
Energy
Subsea Robotics
Total Energy
ADTech
Total
December 31,
2023
2022
$ 488,900
$ 467,608
344,215
478,937
90,559
339,087
345,264
91,154
1,402,611
1,243,113
111,333
725,062
115,450
673,120
$2,239,006
$ 2,031,683
$ 186,995
$ 175,239
68,694
135,712
13,712
405,113
7,431
11,749
74,282
159,439
9,807
418,767
6,186
13,496
$ 424,293
$ 438,449
$
23,760
$
23,885
23,760
10,454
23,885
10,454
$
34,214
$
34,339
All assets specifically identified with a particular business segment have been segregated. Cash and cash
equivalents, certain other current assets, certain investments and certain other assets have not been allocated to
particular business segments and are included in Corporate and Other. The changes in our reporting units’ goodwill
balances during the periods presented are from currency exchange rate changes.
83
Capital Expenditures
The following table presents Capital Expenditures, including business acquisitions, by business segment:
(in thousands)
Capital Expenditures
Energy
Subsea Robotics
Manufactured Products
OPG
IMDS
Total Energy
ADTech
Corporate and Other
Total
Year Ended December 31,
2022
2021
2023
$
67,197
$
55,649
$
27,591
6,776
8,574
10,346
92,893
4,953
2,880
4,129
4,456
4,058
68,292
1,956
10,795
2,510
7,980
3,305
41,386
2,525
6,288
$ 100,726
$
81,043
$
50,199
Geographic Operating Areas
For 2023 and 2022, $338 million and $140 million of right-of-use operating lease assets are included in the following
table which summarizes Property and Equipment, Net and Right-of-Use Operating Lease Assets by geographic
area:
(in thousands)
Property and Equipment, Net and Right-of-Use Operating Lease Assets
Foreign:
United Kingdom
Brazil
Norway
Africa
Asia and Australia
Other
Total Foreign
United States
Total
December 31,
2023
2022
$
129,124
$
71,239
69,739
41,306
37,244
15,267
363,919
397,928
59,762
59,045
59,933
36,583
33,988
13,425
262,736
315,324
$
761,847
$
578,060
Revenue is based on location where services are performed and products are manufactured. See Note 3
—”Revenue” for disclosure of revenue by geographic area .
11. EMPLOYEE BENEFIT PLANS
Retirement Investment Plans
We have several employee retirement investment plans that, taken together, cover most of our full-time employees.
The Oceaneering Retirement Investment Plan is a401( k) plan in which U.S. employees may participate by deferring
a portion of their gross monthly salary and directing us to contribute the deferred amount to the plan. We match a
portion of the employees' deferred compensation. Our contributions to the 401(k) plan were $23 million, $20 million
and $13 million for the plan years ended December 31, 2023, 2022 and 2021, respectively.
We also make matching contributions to foreign employee savings plans similar in nature to a 401(k) plan. In 2023,
2022 and 2021, these contributions, principally related to plans associated with the United Kingdom and Norwegian
subsidiaries, were $12 million, $11 million and $11 million, respectively.
84
The Oceaneering International, Inc. Supplemental Executive Retirement Plan covers selected key management
employees and executives, as approved by the Compensation Committee of our Board of Directors (the
“Compensation Committee”). Under this plan, we accrue an amount determined as a percentage of the participant's
gross monthly salary and the amounts accrued are treated as if they are invested in one or more investment
vehicles pursuant to this plan. Net expenses related to this plan during 2023, 2022 and 2021 were $1.3 million, $2.6
million and $1.8 million, respectively.
Incentive Plans
Under our Second Amended and Restated 2010 Incentive Plan and our 2020 Incentive Plan (together the “Incentive
Plans”), shares of our common stock are made available for awards to employees and nonemployee members of
our Board of Directors.
The Incentive Plans are administered primarily by the Compensation Committee; however, the full Board of
Directors makes determinations regarding awards to nonemployee directors under the Incentive Plans. The
Compensation Committee or our Board of Directors, as applicable, determines the type(s) of award(s) to be made
to each participant and sets forth in the related award agreement the terms, conditions and limitations applicable to
each award. Stock options, stock appreciation rights and stock and cash awards may be made under the Incentive
Plans. There are no options outstanding under either Incentive Plan. We have not granted any stock options since
2005 and the Compensation Committee has expressed its intention to refrain from using stock options as a
component of employee compensation for our executive officers and other employees for the foreseeable future.
Additionally, the Board of Directors has expressed its intention to refrain from using stock options as a component of
nonemployee director compensation for the foreseeable future.
In 2023, 2022 and 2021, the Compensation Committee granted awards of performance units to certain of our key
executives and employees. The performance units awarded are scheduled to vest in full on the third anniversary of
the applicable award dates, or pro rata over three years if the participant meets certain age and years of service
requirements. The Compensation Committee and the Board of Directors approved specific financial goals and
measures (as defined), for each of the three-year periods ending December 31, 2025, 2024 and 2023 to be used as
the basis for the final value of the performance units. The final value of the performance unit granted may range
from $0 to $200 in each of 2023, 2022 and 2021. Upon vesting and determination of value, the value of the
performance units will be payable in cash. Compensation expense related to the performance units was $12 million,
$13 million and $9.4 million in 2023, 2022 and 2021, respectively. As of December 31, 2023, there were 250,324
performance units outstanding.
Annually, the Compensation Committee grants restricted units of our common stock to certain of our key executives
and employees and restricted common stock to our nonemployee directors. Over 80%, 83% and 85% of the grants
made to our employees in 2023, 2022 and 2021, respectively, vest in full on the third anniversary of the award date,
conditional upon continued employment through such vesting date. The remainder of the grants made to employees
can vest pro rata over three years, provided the individual meets certain age and years-of-service requirements. For
the grants of restricted stock units to each of the participant employees, the participant will be issued one share of
our common stock for each of the participant's vested restricted stock units at the earlier of three years or, if the
participant vested earlier after meeting the age and service requirements, following termination of employment or
service. The grants of restricted stock to our nonemployee directors generally vest in full on the first anniversary of
the award date, conditional upon continued service as a director, except for the 2023 grant to one director who
retired from our board of directors as of the date of our annual meeting in May 2023, which vested on that date and
the 2021 grant to one director who retired from our board of directors as of the date of our annual meeting in May
2021, which vested on that date.
The Compensation Committee has a policy that Oceaneering will not provide U.S. federal income tax gross-up
payments to any of its directors or executive officers in connection with future awards of restricted stock or stock
units.
The additional tax charge(benefit) realized from tax deductions less than or in excess of the financial statement
expense of our restricted stock grants was $(1.4) million, $0.1 million and $0.5 million in 2023, 2022 and 2021,
respectively. The 2023, 2022 and 2021 charges were recognized in our Consolidated Statements of Operations.
85
The following is asummary o f our restricted stock and restricted stock unit activity for 2023, 2022 and 2021:
Balance as of December 31, 2020
Granted
Issued
Forfeited
Number
1,955,346
$
1,333,689
(601,830)
(239,946)
Balance as of December 31, 2021
2,447,259
$
Granted
Issued
Forfeited
Balance as of December 31, 2022
Granted
Issued
Forfeited
Balance as of December 31, 2023
898,264
(674,968)
(134,748)
2,535,807
753,670
(823,785)
(180,382)
2,285,310
$
$
Weighted
Average
Fair Value
Aggregate
Intrinsic Value
13.67
11.80
16.42
$
7,613,000
12.35
12.10
14.14
14.53
$
9,529,000
12.19
12.18
19.14
10.95
13.82
14.78
$
16,232,000
The restricted stock units granted in2023, 2022 and 2021 carry no voting rights and no dividend rights. Each
grantee of shares of restricted common stock is deemed to be the record owner of those shares during the
restriction period, with the right to vote and receive any dividends on those shares.
Grants of restricted stock units are valued at their estimated fair values as of their respective grant dates. The grants
in 2023, 2022 and 2021 were subject only to vesting conditioned on continued employment or service as a
nonemployee director; therefore, these grants were valued at the grant date fair market value using the closing price
of our stock on the New York Stock Exchange.
Compensation expense under the restricted stock plans was $11 million, $9.6 million and $9.6 million for 2023,
2022 and 2021, respectively. As of December 31, 2023, we had $10 million of future expense to be recognized
related to our restricted stock unit plans over a weighted-average remaining life of 1.7 years.
Post-Employment Benefit
Pursuant to a service agreement we entered into with afo rmer Chairman of the Board of Directors, we are obligated
to provide for medical coverage on an after-tax basis to him, his spouse and two adult children for their lives. Our
total accrued liabilities, current and long-term, under this post-employment benefit were $1.8 million as of both
December 31, 2023 and 2022.
86
Environmental, Social & Governance
• Our 2023 Task Force on Climate-Related Financial Disclosures Report (TCFD Report) outlines our continued commitment to managing the risks and
opportunities from climate change. It is aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) framework and includes analysis
and progress updates across each of the four TCFD pillars: Governance, Strategy, Risk Management, and Metrics and Targets. Notably, it contains
our 2030 emission reduction targets against a 2022 baseline. It also contains our 2022 Scope 1 and Scope 2 greenhouse gas emissions data, which
we expect to update annually. The TCFD Report and our annual sustainability report, using the disclosure methodology outlined by the Sustainability
Accounting Standards Board (SASB), can be found under the Sustainability tab on Oceaneering’s website: https://www.oceaneering.com/
sustainability/.
• In 2023 we continued to develop and evolve technologies using our digital and core robotics expertise to create efficiencies for our customers while
mitigating carbon emissions.
• We conducted the successful field trial of Ocean Perception™, a patented monitoring software solution to mitigate negative impacts to marine mammals
in the offshore wind and renewables industry. Ocean Perception™ provides first-of-its-kind visualization of mitigation operations, observation timers,
mammal detections, and vessel traffic. It increases situational awareness and delivers improved mitigation and coordination with offshore and onshore
project stakeholders.
• Our 2023 governance initiatives included the creation of the role of Director of Sustainability, reporting directly to our Chief Compliance Officer.
Our Director of Sustainability works with teams across Oceaneering, providing leadership and oversight to sustainability and climate-related initiatives,
including renewable energy usage and energy efficiency processes. He also reports to Oceaneering's Governance and Sustainability Committee of the
Board of Directors about these initiatives.
• Oceaneering continues to hold an “A” rating on the MSCI ESG index.
Ocean PerceptionTM, a patented marine mammal detection and monitoring software
2023 Annual Report Forward-looking Statements
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: references to backlog, to the extent backlog may be
an indicator of future revenue; characterization of its future offshore energy activity and its government-related markets; forecasted 2024
consolidated revenue and operating segments revenue growth; and the statement under the heading "Environmental, Social, and Governance"
about Oceaneering's intention to update GHG emissions data annually. 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 indirect consequences of climate change and climate-related business trends; 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, 2023
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, 2023, 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, Texas 77086
UniMoverTM O 600
Underride
MaxMoverTM CB D 2000
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Oceaneering International, Inc. Directors
Senior Management
General Information
M. Kevin McEvoy
Chairman
Independent Lead Director of
EMCOR Group, Inc.
Karen H. Beachy
Principal Consultant of Think B3
Consulting, LLC and Director of
Pangaea Logistics Solutions Ltd.
William B. Berry
Director (Ret.) of Continental
Resources, Inc.
Deanna L. Goodwin
Director of Arcadis NV and
Kosmos Energy Ltd.
Roderick A. Larson
President and Chief Executive Officer
Earl F. Childress
Senior Vice President and
Chief Commercial Officer
Alan R. Curtis
Senior Vice President and
Chief Financial Officer
Holly D. Kriendler
Senior Vice President and
Chief Human Resources Officer
Benjamin M. Laura
Senior Vice President and
Chief Innovation Officer
Roderick A. Larson
Director of Newpark Resources, Inc.
Paul B. Murphy, Jr.
Executive Vice Chairman (Ret.) of
Cadence Bank and Director of the
general partner of Natural Resource
Partners L.P.
Jennifer F. Simons
Senior Vice President,
Chief Legal Officer and Secretary
Philip G. Beierl
Senior Vice President, Aerospace and
Defense Technologies
Reema Poddar
Director of MeridianLink, Inc.;
Director of Accion Labs Group Holdings,
Inc.; and Director of OptimEyes.AI
Christopher J. Dyer
Senior Vice President,
Offshore Projects Group
Jon Erik Reinhardsen
Chairman of Equinor ASA
Leonardo P. Granato
Senior Vice President,
Integrity Management and Digital Solutions
Steven A. Webster
Managing Partner of AEC Partners L.P.;
Trust Manager of Camden Property
Trust; and Director of Callon Petroleum
Company
Martin J. McDonald
Senior Vice President, Subsea Robotics
Shaun R. Roedel
Senior Vice President,
Manufactured Products
Catherine E. Dunn
Vice President and Chief Accounting Officer
Annual Shareholders’ Meeting
Date: May 10, 2024
Time: 8:30 a.m. CDT
Location:
Oceaneering International, Inc.
5875 N. Sam Houston Pkwy. W.
Houston, Texas 77086
Corporate Office
Oceaneering International, Inc.
5875 N. Sam Houston Pkwy. W.
Suite 400
Houston, Texas 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 101
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, Texas 77010-4034
Counsel
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002-4995
2023 Annual Report Oceaneering International, Inc.
5875 N. Sam Houston Pkwy. W., Suite 400 I Houston, Texas I 77086
713.329.4500 | oceaneering.com
Robotics, from Sea to Space