# Oceaneering International Inc: Form 10-K for the period ended Dec 31, 2022 - Company: [Oceaneering International Inc](/companies/oii.md) (CIK 73756) - Form: 10-K - Filed: 2023-02-24 - Accepted by EDGAR: Feb 24, 2023, 17:12 ET - Period: 2022-12-31 - Accession: 0000073756-23-000009 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/73756/000007375623000009/oii-20221231.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/73756/000007375623000009/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2022-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2022-01-01 to 2022-12-31 | $1.98bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Cost of revenue | 12 months, 2022-01-01 to 2022-12-31 | $1.76bn | us-gaap:CostOfGoodsAndServicesSold | | Gross profit | 12 months, 2022-01-01 to 2022-12-31 | $307.4m | us-gaap:GrossProfit | | Selling, general and administrative | 12 months, 2022-01-01 to 2022-12-31 | $196.5m | us-gaap:SellingGeneralAndAdministrativeExpense | | Operating income | 12 months, 2022-01-01 to 2022-12-31 | $110.9m | us-gaap:OperatingIncomeLoss | | Interest expense | 12 months, 2022-01-01 to 2022-12-31 | $38.2m | us-gaap:InterestExpense | | Income tax | 12 months, 2022-01-01 to 2022-12-31 | $53.1m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2022-01-01 to 2022-12-31 | $25.9m | us-gaap:ProfitLoss | | Diluted EPS | 12 months, 2022-01-01 to 2022-12-31 | $0.26 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 12 months, 2022-01-01 to 2022-12-31 | $0.26 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2022-01-01 to 2022-12-31 | 101,447,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2022-01-01 to 2022-12-31 | $120.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2022-01-01 to 2022-12-31 | $81.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Cash and equivalents | at 2022-12-31 | $568.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2022-12-31 | $1.30bn | us-gaap:AssetsCurrent | | Total assets | at 2022-12-31 | $2.03bn | us-gaap:Assets | | Current liabilities | at 2022-12-31 | $568.4m | us-gaap:LiabilitiesCurrent | | Long-term debt | at 2022-12-31 | $701.0m | us-gaap:LongTermDebtNoncurrent | | Shareholders' equity | at 2022-12-31 | $519.7m | us-gaap:StockholdersEquity | ## Business As filed, 55,600 characters. ### 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, seabed preparation and asset integrity and non-destructive testing services. Our foreign operations, principally in Africa, Norway, United Kingdom, Brazil, Asia and Australia accounted for approximately 53% of our revenue, or $1.1 billion, for the year ended December 31, 2022. 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 several years has been toward instituting operational efficiency programs that leverage our asset base and capabilities for providing services and products predominantly for offshore energy operations and subsea completions, inclusive of our customers' capital and operating budgets. 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 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 2022, we retired ten 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 high-current conditions and are ideal for renewables projects and high-speed surveys), which are currently engaged in renewables work. Our work-class ROV fleet size was 250 as of December 31, 2022, 2021 and 2020 and included six IsurusTM work-class ROV systems as of December 31, 2022. In 2019, we began deploying 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. 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 systems we are developing. ***Manufactured Products.*** Our Manufactured Products segment provides distribution systems, such as production control umbilicals and connection systems made up of specialty subsea hardware, and provides 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 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 four chartered dynamically positioned deepwater vessels with integrated high-specification work-class ROVs onboard, and two owned shallow-water diving support and survey vessels, 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). We utilize a mix of short-term, spot and long-term charters. ***Integrity Management & Digital Solutions.*** Through our Integrity Management & Digital Solutions (“IMDS”) segment, we provide 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 bulk cargo 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 repurchase $100 million of our 4.650% Senior Notes due 2024 (the “2024 Senior Notes”) in 2021 and provides us with significant options, including increasing our capital expenditures in 2023 as compared to the prior year. With this optimism comes our firm commitment to maintain our financial and capital discipline. Safety remains our top priority as 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 manner while increasing our investments into new markets including energy transition, mobility solutions, digital asset management, and aerospace and defense solutions, as well as managing our 2024 debt maturity. ### 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 several years has been toward instituting operational efficiency programs to leverage our asset base and capabilities for providing services and products for offshore energy operations and subsea completions, as well as the offshore renewables energy market. ***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, 2022, 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 59% market share of the contracted floating drilling rigs at the end of 2022. *(in thousands)* | Subsea Robotics revenue: | Amount | Percent of Total Revenue | | --- | ---: | ---: | | 2022 | $621,921 | 30% | | 2021 | 538,515 | 29% | | 2020 | 493,332 | 27% | 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, to a variety of industries and turnkey solutions that include program management, engineering design, fabrication/assembly and installation utilizing our autonomous mobile robotic technology to a variety of industries. *(in thousands)* | Manufactured Products revenue: | Amount | Percent of Total Revenue | | --- | ---: | ---: | | 2022 | $382,361 | 19% | | 2021 | 344,251 | 18% | | 2020 | 477,419 | 26% | 4 ***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) 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 our owned diving support vessel, offshore facilities and chartered vessels. *(in thousands)* | OPG revenue: | Amount | Percent of Total Revenue | | --- | ---: | ---: | | 2022 | $489,317 | 24% | | 2021 | 378,121 | 20% | | 2020 | 289,127 | 16% | ***Integrity Management & Digital Solutions.*** We offer a wide range 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. *(in thousands)* | IMDS revenue: | Amount | Percent of Total Revenue | | --- | ---: | ---: | | 2022 | $229,884 | 11% | | 2021 | 241,393 | 13% | | 2020 | 226,938 | 12% | **Aerospace and Defense Technologies.** We provide engineering services and manufacturing to the U.S. Department of Defense, 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. *(in thousands)* | ADTech revenue: | Amount | Percent of Total Revenue | | --- | ---: | ---: | | 2022 | $342,601 | 16% | | 2021 | 366,995 | 20% | | 2020 | 341,073 | 19% | 5 ### 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. Our primary focus over the last several years has been toward increasing 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 a fixed 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 2022, 2021 and 2020 accounted for 37%, 36% and 32%, respectively, of our consolidated revenue. In 2022, 2021 and 2020, 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 Aerospace and Defense Technologies segment. During 2022 and 2021, revenue from one customer, the U.S. Government, accounted for 11% and 12%, respectively, of our total consolidated annual revenue, and no other customer accounted for more than 10% of our total consolidated revenue. No individual customer accounted for more than 10% of our consolidated revenue during 2020. 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. ### 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. The adverse impacts of the COVID-19 pandemic and the associated supply and demand imbalance for crude oil have resulted in periods of lower levels of activity and profitability over the last few years. While prices for crude oil will always be volatile, our energy businesses are benefiting as prices return to pre-pandemic levels and, we believe, will continue to benefit from improving global markets for our services and products. ***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, 2022, 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. ***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 should help with balancing a historically over-supplied market. Within our mobility solutions 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 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 to be firm as of 2022 and 2021 were as follows (in millions): | Energy | As of December 31, 2022 Total | 1+ yr (1) | As of December 31, 2021 Total | 1+ yr (1) | | --- | ---: | ---: | ---: | ---: | | Subsea Robotics | $771 | $313 | $637 | $256 | | Manufactured Products | 467 | 186 | 318 | 46 | | Offshore Projects Group | 239 | — | 158 | 1 | | Integrity Management & Digital Solutions | 281 | 126 | 437 | 279 | | Total Energy | 1,758 | 625 | 1,550 | 582 | | Aerospace and Defense Technologies | 189 | 16 | 149 | 16 | | Total | $1,947 | $641 | $1,699 | $598 | | (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 a whole. 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. 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. ### HUMAN CAPITAL RESOURCES At Oceaneering, corporate social responsibility is built around our core values which follow: - *Do Things Right –* We work safely and act with integrity in the best interest of our industry partners, employees and the environment. - *Solve Complex Problems –* We provide products and services that work through listening, experience and curiosity. - *Grow Together –* We collaborate, respect and support each other so we can reach our full potential. - *Outperform Expectations –* We perform with excellence to serve our customers and each other. - *Own the Challenge –* We hold ourselves accountable for the promises we make and work we do. Our core values and culture reflect our commitments to safety, diversity and inclusion, human health, the environment, ethical business practices and responsible corporate citizenship in the communities in which we live and work around the world. All employees are responsible for upholding our core values. We believe our core values and culture foster employee engagement and innovation, and allow us to draw on our employees' skills and aspirations in a mutually beneficial way. We use a variety of human capital measures in managing our business, including: compensation and benefits program design, workforce composition, diversity metrics with respect to representation, health and safety metrics, talent attraction, and development and management considerations. As of December 31, 2022, we had approximately 9,200 employees, of whom approximately 40% were employed in the United States and approximately 60% were employed outside of the United States. Our workforce varies seasonally and typically peaks during the second and third quarters of each year. In 2022, we worked in approximately 54 countries across six continents and employed people representing over 110 different nationalities. We believe that our future success largely depends on our continued ability to attract and retain highly skilled employees. We provide our employees with competitive compensation packages, development programs that enable continued learning and growth, and comprehensive and competitive benefit packages worldwide. Our compensation and benefits arrangements generally are tailored to local markets of operation. Employee benefits, therefore, typically depend on role and work location. As part of our retention and promotion efforts, we invest in ongoing leadership development. We have a strong history of internal promotion. We regularly provide our employees with training, including health, safety and environmental (“HSE”) awareness training, technical courses, management development seminars, and leadership and supervisory training. Safety is a key focus of all Oceaneering operations. We have a strong HSE program that includes processes implemented by our functional operating groups that are aimed at preventing injuries to our employees and others with whom we work, as well as preventing damage to equipment and the environment. We hold our employees, and those of our subcontractors and vendors who appear in our workplaces or job sites, accountable for compliance with our safety standards. As a global company, much of our success is rooted in the diversity of our workforce and our commitment to inclusion. We are committed to continue building a culture in which employees feel they can be authentic at work, live their values and understand how to grow and advance their careers while feeling acknowledged, valued and understood. Oceaneering Women's Network, Oceaneering Veterans Network, and our Diversity Council give employees the opportunity to act on behalf of issues that they care about and provides opportunities to perform outreach activities and support internal employee interests. To demonstrate Oceaneering’s commitment to further developing a diverse and inclusive workforce, we added an employee experience team in 2022 that reports directly to our Chief Human Resources Officer and oversees diversity and inclusion efforts across the organization. ### 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 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; - 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” and the effects of inflation; - the strength of the industry segments in which we are involved; - the adverse impacts of the COVID-19 pandemic and the governmental, customer, supplier and other responses to the pandemic; - 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; - 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 a hybrid and remote workforce; - 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 ABOUT OUR EXECUTIVE OFFICERS **Executive Officers.** The following information relates to our executive officers as of February 17, 2023: | NAME | AGE | POSITION | EXECUTIVE OFFICER SINCE | EMPLOYEE SINCE | | --- | ---: | --- | --- | --- | | Roderick A. Larson | 56 | President and Chief Executive Officer and Director | 2012 | 2012 | | Earl F. Childress | 57 | Senior Vice President and Chief Commercial Officer | 2020 | 2020 | | Alan R. Curtis | 57 | Senior Vice President and Chief Financial Officer | 2015 | 1995 | | Holly D. Kriendler | 58 | Senior Vice President and Chief Human Resources Officer | 2020 | 2016 | | Benjamin M. Laura | 44 | Senior Vice President and Chief Innovation Officer | 2020 | 2014 | | Jennifer F. Simons | 46 | Senior Vice President, Chief Legal Officer and Secretary | 2023 | 2023 | | Philip G. Beierl | 64 | Senior Vice President, Aerospace and Defense Technologies | 2018 | 2005 | | Christopher J. Dyer | 43 | Senior Vice President, Offshore Projects Group | 2022 | 2004 | | Leonardo P. Granato | 49 | Senior Vice President, Integrity Management and Digital Solutions | 2022 | 2016 | | Witland J. LeBlanc, Jr. | 52 | Vice President and Chief Accounting Officer | 2019 | 2010 | | Martin J. McDonald | 59 | Senior Vice President, Subsea Robotics | 2015 | 1989 | | Shaun R. Roedel | 55 | Senior Vice President, Manufactured Products | 2020 | 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. 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. 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. Witland J. LeBlanc, Jr., Vice President and Chief Accounting Officer, joined Oceaneering in 2010 as the Vice President, Tax, and became Vice President, Tax and Treasurer in July 2017. He was appointed to his current position in March 2019. He began his career in public accounting and transitioned to industry prior to joining Oceaneering. 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. 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. ## Risk factors As filed, 52,681 characters. 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. 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: - 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, including U.S. shale oil; - 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 - extreme weather conditions, natural disasters and public health crises, pandemics or epidemics, including the COVID-19 pandemic. ***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 energy industry, 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 53% of our consolidated revenue in 2022. Risks associated with our operations in foreign areas include risks of: - 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 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; - disturbances or other risks that may limit or disrupt markets; - 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; - 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. ***The impacts and effects of the COVID-19 pandemic have adversely affected, and future public health crises, pandemics or epidemics could adversely affect, our business, financial condition and results of operations.*** The COVID-19 pandemic negatively affected our business, financial condition and results of operations, and future public health crises, pandemics or epidemics could adversely affect our business, financial condition and results of operations. The COVID-19 pandemic at its peak resulted in authorities implementing numerous measures to try to contain the disease, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns, among others. Restrictions of this nature caused, and may in the future as a result of variants of COVID-19 or future public health crises, pandemics or epidemics cause, us, our suppliers and other business counterparties to experience operational delays, delays in the delivery of materials and supplies that are sourced from around the globe, and workforce availability issues. The COVID-19 pandemic related measures continue to impact certain parts of the world. The ultimate extent of the impact of COVID-19 or other viruses or pandemics on our business, cash flows, liquidity, financial condition and results of operations will depend largely on future developments, including, among others, geographic spread, duration, the ongoing development, availability, distribution and acceptance of vaccines and effective treatments worldwide, and actions taken by governmental authorities, customers, suppliers and other third parties, all of which are highly uncertain and cannot be predicted at this time. ***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 rules requiring the monitoring, reporting and recordkeeping of emissions of carbon dioxide from specified sources in the United States that cover certain onshore and offshore oil and natural gas production facilities. There also have been international efforts seeking legally binding reductions in greenhouse gas emissions. 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. 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. ### Our operations could be adversely impacted by the effects of new regulations. During 2010, the U.S. Government established new regulations relating to the design of wells and testing of the integrity of wellbores, the use of drilling fluids, the functionality and testing of well control equipment, including blowout preventers, and other safety and environmental regulations. The U.S. Government requires that operators demonstrate their compliance with those regulations before commencing deepwater drilling operations. In addition, as discussed above, increasing attention to issues concerning climate change as a result of the emission of carbon dioxide and other “greenhouse gases” may result in the imposition of additional environmental or other legislation or regulations that seek to restrict, or otherwise impose limitations or costs upon, the emission of greenhouse gases. We cannot predict when or whether any of these various legislative and regulatory proposals may be enacted or adopted or what their effects will be on us or our customers, particularly with respect to offshore oil and gas exploration and development projects. These and other legislative or regulatory developments could increase costs for us and our customers or, in some cases, prevent projects from going forward, thereby potentially reducing the need for our products and services. ***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 also possible that these 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 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. In particular, as discussed above, increasing attention to issues concerning climate change as a result of the emission of carbon dioxide and other “greenhouse gases” may result in the imposition of additional environmental legislation or regulations that seek to restrict, or otherwise impose limitations or costs upon, the emission of greenhouse gases. We cannot predict when or whether any of these various legislative and regulatory proposals may become law or what their effect will be on us or our customers. Such legislation or regulations could increase costs for us and our customers or, in some cases, prevent projects from going forward, thereby potentially reducing the need for our products and services. 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 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, rapidly rising interest rates and increasing construction and labor costs in 2022. Continued and sustained inflation could have an adverse impact on our business and our financial condition by increasing costs of materials and labor and interest rates. All of these factors could have a negative impact on customer budgets. 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. In addition, our cost of capital, labor and materials could increase, which 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 unusual volatility. Our ability to access the capital markets in the future could be restricted or available on terms we do not consider favorable. Furthermore, if investors or financial institutions shift funding away from companies in the energy industry, our access to capital or the market for our securities could be negatively impacted. 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 impact our ability to continue our growth strategy. Ultimately, we could be required to reduce our future capital expenditures substantially. 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: - 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 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. ### 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. 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, organize, store or use personal information, confidential or proprietary information, and other sensitive information about 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 we rely on 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 and cyber incidents or attacks 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; loss of or damage to intellectual property, proprietary information or employee or customer data; disruption of our customers’ operations; loss or damage to our customer data delivery systems; damage to our reputation or customer or other business relationships; inability to comply with our regulatory obligations in a timely manner which could result in regulatory investigations or other 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 forthcoming obligations under the Cyber Incident Reporting for Critical Infrastructure (“CIRCIA”) and the SEC’s cybersecurity disclosure rules, pose increasingly complex compliance challenges, and failure to comply with these laws could result in penalties and legal liability. ***Changes in data privacy laws, regulations and standards may cause our business to suffer.*** Personal privacy and data 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 comprehensive privacy regulation imposed by jurisdictions where we operate, including under the European Union’s General Data Protection Regulation (“GDPR”), the United Kingdom’s Data Protection Act (the “UK GDPR”), Brazil’s General Data Protection Law (“LGPD”) and in the United States, the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), the Virginia Consumer Data Protection Act (“VCDPA”), and the Colorado Privacy Act (“CPA”), along with implementing regulations, where applicable. 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. The GDPR, UK GDPR and LGPD apply to activities related to collection, use, disclosure, and transfer of personal data that may be conducted by us, directly or indirectly through vendors or subcontractors, from an establishment in the EU, UK or Brazil, respectively. Although the GDPR, UK GDPR and LGPD currently impose similar obligations, interpretations and enforcement of these laws continue to evolve. Changes to interpretations or enforcement of the GDPR, UK GDPR or LGPD could create a range of new compliance obligations, which could cause us to incur additional costs. If interpretations or enforcement of the GDPR, UK GDPR or LGPD deviate significantly in the future, those costs could become even more severe. The GDPR, UK GDPR, LGPD and other data privacy regulations may significantly impact our business activities and require substantial compliance costs that adversely affect business, operating results, prospects and financial condition. Likewise, the CCPA, gives California residents specific rights in relation to the personal information we may collect, use and store, either directly or indirectly, and requires that companies take certain actions, including notifications for security incidents. In addition, the CPRA created the California Privacy Protection Agency (“CPPA”), the first state administrative agency dedicated to the implementation and administrative enforcement of the CCPA’s privacy regulations. Interpretation and administrative enforcement of the CCPA continues to evolve, along with the CPPA’s rulemaking and administrative enforcement strategies. Those changes may entail new compliance obligations and scrutiny that may significantly impact our business activities and require substantial compliance costs that adversely affect business, operating results, prospects and financial condition. Although the VCDPA and CPA share concepts with the CCPA, each law includes important variations, such as differing standards for determining whether businesses fall within the scope of each law. Those variations may raise our costs and place increased demand on our resources by creating increasingly complex monitoring, control and compliance challenges. Any failure by us to comply with these laws and regulations, including as a result of a security or privacy breach, could result in significant penalties and liabilities for us. Our business and operations could become subject to future legislation, regulatory requirements, and evolving enforcement strategies and regulatory or judicial interpretations beyond those currently proposed, adopted or contemplated in the U.S. and abroad. The cumulative effect of all of the legislation and regulations on our business, operations and profitability remains uncertain. This uncertainty necessitates that in our business planning we make certain assumptions with respect to the scope and requirements of prospective and proposed rules. If these assumptions prove incorrect, we could be subject to increased regulatory and compliance risks and costs as well as potential reputational harm, either of which could result in negative publicity and significant penalties or other liabilities. 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 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; - 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. ## Properties As filed, 3,011 characters. 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 and Dubai, 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; - Panama City, Florida; - Aberdeen and Rosyth, Scotland; - Nodeland and Stavanger, Norway; - Luanda, Angola; - Utrecht, Netherlands; - Kuala Lumpur, Malaysia; and - Niterói, Brazil. We also have an office in Orlando, Florida, which supports our mobile robotics and commercial theme park animation activities. Each of these manufacturing facilities is suitable for its intended purpose and has sufficient capacity to respond to increases in demand for our subsea and mobility solution products and 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; - Bremerton, Washington; - Pearl Harbor, Hawaii; - Cataumet, Massachusetts; and - Charleston, South Carolina. We also have facilities in San Diego, California, to support our services for the U.S. Navy and in and near Houston, Texas, to support our space industry activities. ## Legal proceedings As filed, 273 characters. For information regarding legal proceedings, see the discussion under the caption “Litigation” in Note 10—“Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this report, which discussion we incorporate by reference into this Item. ## Management's discussion and analysis As filed, 56,640 characters. 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 2021 as compared to fiscal year 2020 please refer to Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" on Form 10-K for our fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on February 25, 2022. 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 2023 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”* and “*Results of Operations”* below; - tax refunds, including under the U.S. Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), and the expected timing thereof; - our backlog, to the extent backlog may be an indicator of future revenue or productivity; - the impacts of the COVID-19 pandemic on our business; - projections relating to floating rig demand and subsea tree installations; - the adequacy of our 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 projected capital expenditures for 2023; - the condition of debt markets and our possible future debt repurchases; - our plans for future operations (including planned additions to and retirements from our remotely operated vehicle (“ROV”) fleet; - our ability and intent to redeem Angolan bonds and repatriate cash; - our expectations regarding shares that may be repurchased under our share repurchase plan; - our expectations regarding the implementation of new accounting standards and related policies, procedures and controls; - our expectations about our ROV fleet utilization in the future; - our expectations about the balance between energy transition and energy security; and - our expectations regarding the effect of inflation in the near future. 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 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 renewables energy sources. We strive to meet the growing need for 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 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, we are substantially complete with a global review of our assets and operations to identify and estimate our scope 1 and scope 2 emissions. Once we have completed that process, we intend to set appropriate ambition levels for both short- and long-term emissions reduction goals. We will then develop action plans to achieve these goals. Our capital investments and expenses required to achieve our goals cannot be estimated at this time, but are expected to be significant over the long term. ### Overview of Our Results The table that follows sets out our revenue and operating results for 2022, 2021 and 2020. *(dollars in thousands)* | | Year Ended December 31, 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | Revenue | $2,066,084 | $1,869,275 | $1,827,889 | | Gross Margin | 307,377 | 264,065 | 163,941 | | Gross Margin % | 15% | 14% | 9% | | Operating Income (Loss) | 110,863 | 39,799 | (446,079) | | Operating Income (Loss) % | 5% | 2% | (24)% | | Net Income (Loss) | 25,941 | (49,307) | (496,751) | 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. During 2022, we generated a substantial majority of our revenue from services and products we provided to the energy industry. In our offshore energy markets, 2022 generally unfolded as we expected, with seasonally lower activity levels and increased preparation costs during the first half of the year progressing into higher activity levels and increased margins during the second half of the year. Compared to 2021, our 2022 revenue increased 11% or $2.1 billion, with revenue growth in our Subsea Robotics, Manufactured Products and OPG segments partially offset by revenue declines in our IMDS and ADTech segments. We had operating income of $111 million in 2022 and operating income of $40 million, including charges of $32 million, in 2021 primarily related to provision for one customer. In 2022, on a consolidated level, we had a net income of $26 million, or diluted earnings of $0.26 per share, compared to net loss of $49 million, or diluted loss of $0.49 per share, in 2021. The increases in 2022 operating income and net income as compared to 2021 were primarily due to positive energy markets that spurred increased offshore activity in our Subsea Robotics and OPG segments, which in turn resulted in improved pricing and increased utilization in the second half of the year. Impacts from the U.S. government’s Continuing Resolution in the early part of 2022 resulted in lower revenue and lower operating income from our ADTech segment. The significant gains in operating income for our Subsea Robotics and OPG segments in 2022 as compared to 2021 were partially offset by declines in our IMDS and ADTech segments along with our Manufactured Products segment, exclusive of certain charges of $30 million in 2021. In 2021, we incurred certain charges of $32 million primarily due to the net loss of $30 million related to the termination of a number of entertainment ride systems contracts with the China Evergrande Group and its affiliated companies (collectively, “Evergrande”). Additionally, we recognized other costs, as we adapted our geographic footprint and staffing levels to the conditions of the markets we serve. Charges for 2021 are summarized as follows (in thousands): *(dollars in thousands)* | Impacts for the effects of: | Year Ended December 31, 2021 Subsea Robotics | Manufactured Products | OPG | IMDS | ADTech | Unallocated Expenses | Total | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Provision for Evergrande losses, net | $— | $29,549 | $— | $— | $— | $— | $29,549 | | Loss on sale of asset | $— | $— | $— | $— | $— | $1,415 | $1,415 | | Other | 395 | 537 | 149 | 217 | 10 | — | 1,308 | | **Total charges** | **$395** | **$30,086** | **$149** | **$217** | **$10** | **$1,415** | **$32,272** | 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. | | 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | Average number of floating rigs under contract | 137 | 131 | 139 | | ROV days on hire (in thousands) | 56 | 53 | 54 | | ROV utilization | 62% | 58% | 59% | Demand for floating rigs is the primary leading indicator of the strength of the deepwater market. According to industry data published by IHS Petrodata, excluding rigs under construction, at the end of 2022 there were 191 floating drilling rigs in operation or available for work throughout the world, with 141 of those rigs under contract. The average contracted offshore floating rig count in 2022 increased to approximately 137 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 Rystad Energy in December 2022, there are projected to be 339 subsea tree installations in 2023, compared to 322 in 2022, 291 in 2021 and 273 in 2020. ### Outlook Based on our 2022 year-end backlog, the expected meaningful increases in backlog conversion, anticipated 2023 order intake, and current market fundamentals, we are expecting increased revenue in 2023 as compared to 2022 for each of our operating segments, led by Subsea Robotics and Manufactured Products. We are expecting sequential improvement in our 2023 operating results as compared to 2022 based on our expectations for: higher operating results in our Subsea Robotics, Manufactured Products and OPG segments; slightly higher operating results in our ADTech segment; and relatively stable operating results in our IMDS segment. Based on current market conditions, we expect opportunities for improved 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 2023 as a result of increased ROV days on hire and higher tooling activity, minor favorable shifts in geographic mix and continued pricing improvements. Survey operating results are expected to improve as well, with both geophysical and survey and positioning businesses seeing increased international activity. We expect our Manufactured Products segment operating results in 2023 to improve on a significant increase in revenue, primarily based on 2022 order intake in our energy businesses in 2022. Bidding activity in our energy businesses remains robust and we expect this to continue during 2023. We are seeing growing interest in our mobility solutions businesses and expect increased activity in 2023. Our Manufactured Products backlog was $467 million as of December 31, 2022, a $149 million, or 47%, increase over December 31, 2021. We expect operating results for our OPG segment to improve in 2023 on a modest increase in revenue. This expectation is based on improved vessel utilization in the Gulf of Mexico and increased international activity in installation, intervention and diving, most notably in the second and third quarters. We anticipate our 2023 operating results for IMDS to by relatively flat on a modest increase in revenue. We expect global opportunities for contract renewals and growth, especially in areas where we believe we can leverage our digital and robotic capabilities. We project our ADTech 2023 revenue and operating results to be higher as compared to 2022. We anticipate growth in all of our government-focused businesses, which secured several key contract awards during the second half of 2022. For 2023, we anticipate Unallocated Expenses to average in the mid- to high-$30 million range 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. Previously, the protracted downturn in prices for crude oil and over-capacity in the energy market in which we compete had made pricing for such increasing costs challenging; however, our success in achieving price escalation clauses improved in 2022. Inflation has not had a material effect on our revenue or income from operations in the past three years, but could have a material impact on our results in the future if we are unable to secure price escalation clauses in our contracts. ### Results of Operations Additional information on our business segments is shown in Note 11—“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 | Year ended December 31, 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | Revenue | $621,921 | $538,515 | $493,332 | | Gross Margin | 160,527 | 112,962 | 78,952 | | Gross Margin % | 26% | 21% | 16% | | Operating Income (Loss) | 118,248 | 76,874 | (65,817) | | Operating Income (Loss)% | 19% | 14% | (13)% | | ROV Days Available | 91,250 | 91,242 | 91,499 | | ROV Days Utilized | 56,231 | 53,113 | 54,411 | | ROV Utilization % | 62% | 58% | 59% | | **Manufactured Products** | | | | | Revenue | 382,361 | 344,251 | 477,419 | | Gross Margin | 45,834 | 63,455 | 62,962 | | Gross Margin % | 12% | 18% | 13% | | Operating Income (Loss) | 11,692 | (15,876) | (88,253) | | Operating Income (Loss)% | 3% | (5)% | (18)% | | Backlog at end of period | 467,000 | 318,000 | 266,000 | | **Offshore Projects Group** | | | | | Revenue | 489,317 | 378,121 | 289,127 | | Gross Margin | 78,373 | 56,338 | 1,265 | | Gross Margin % | 16% | 15% | —% | | Operating Income (Loss) | 49,256 | 31,197 | (105,680) | | Operating Income (Loss)% | 10% | 8% | (37)% | | **Integrity Management & Digital Solutions** | | | | | Revenue | 229,884 | 241,393 | 226,938 | | Gross Margin | 36,724 | 42,417 | 29,772 | | Gross Margin % | 16% | 18% | 13% | | Operating Income (Loss) | 14,901 | 18,572 | (121,675) | | Operating Income (Loss)% | 6% | 8% | (54)% | | **Total Energy** | | | | | Revenue | $1,723,483 | $1,502,280 | $1,486,816 | | Gross Margin | 321,458 | 275,172 | 172,951 | | Gross Margin % | 19% | 18% | 12% | | Operating Income (Loss) | 194,097 | 110,767 | (381,425) | | Operating Income (Loss)% | 11% | 7% | (26)% | ***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 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, 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), which are currently engaged in renewables work. We added a total of 10, 10 and three ROVs in 2022, 2021 and 2020, respectively, while retiring 23 units over the three-year period. Our ROV fleet size was 250 as of December 31, 2022, 2021 and 2020. We believe we are the world's largest provider of ROV services and, generally, this business segment has been the largest contributor to our Energy 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 a percentage of total Subsea Robotics revenue: | | Year ended December 31, 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | ROV | 77% | 79% | 81% | | Other | 23% | 21% | 19% | For the year ended December 31, 2022, our Subsea Robotics operating income increased as compared to 2021, on higher revenue, as a result of higher levels of activity for ROV and tooling, along with the positive impact of new contract pricing and utilization efficiencies in 2022. We had a 6% 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, 2022, our Manufactured Products operating results increased, as compared to 2021, primarily due to $30 million of charges in 2021 for the net loss related to the termination of a number of entertainment ride systems contracts with Evergrande. The 2021 Evergrande 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. Exclusive of those charges, Manufactured Products operating income for the year ended December 31, 2022 decreased as compared to the corresponding period of the prior year. The revenue increase in 2022 was primarily due to receipt of certain umbilical materials in 2022 in our energy-related businesses that did not contribute to manufacturing activity or profitability in the same period. The operating results decrease in 2022 was primarily due to lower revenue and operating results in our theme park and mobile robotics businesses combined with inflationary pressures, partially offset by additional umbilical storage income in our energy-related businesses year over year. Our Manufactured Products backlog was $467 million as of December 31, 2022, a $149 million, or 47%, increase over December 31, 2021. Our book-to-bill ratio was 1.39 for the year ended December 31, 2022, as compared with a book-to-bill ratio of 1.1 for the year ended December 31, 2021. ***Offshore Projects Group.*** Our OPG operating results for the year ended December 31, 2022 increased as compared to 2021, on significantly higher revenue, primarily due to improved pricing in the second half of 2022 and increased intervention, installation and controls work in the Gulf of Mexico. ***Integrity Management & Digital Solutions.*** For the year ended December 31, 2022, compared to 2021, our IMDS operating results and revenue decreased primarily on lower activity levels and the continuing impact of employee wage inflation. ### Aerospace and Defense Technologies. Revenue, gross margin and operating income information for our ADTech segment are as follows: *(dollars in thousands)* | | Year ended December 31, 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | Revenue | $342,601 | $366,995 | $341,073 | | Gross Margin | 68,447 | 82,595 | 71,794 | | Gross Margin % | 20% | 23% | 21% | | Operating Income | 44,168 | 60,992 | 56,023 | | Operating Income % | 13% | 17% | 16% | For the year ended December 31, 2022, compared to 2021, our ADTech segment operating results decreased significantly on lower levels of revenue primarily due to reduced activity in both defense subsea technologies and space systems. ### 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)* | | Year ended December 31, 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | Gross margin expenses | $(82,528) | $(93,702) | $(80,804) | | % of revenue | 4% | 5% | 4% | | Operating expenses | (127,402) | (131,960) | (120,677) | | % of revenue | 6% | 7% | 7% | Our unallocated expenses for the year ended December 31, 2022 decreased compared to 2021, primarily due to lower accruals in 2022 for incentive-based compensation, partially offset by 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)* | | Year ended December 31, 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | Interest income | $5,708 | $2,477 | $3,083 | | Interest expense | (38,215) | (38,810) | (43,900) | | Equity earnings (loss) of unconsolidated affiliates | 1,707 | 594 | 2,268 | | Other income (expense), net | (1,011) | (9,769) | (14,269) | | Provision (benefit) for income taxes | 53,111 | 43,598 | (2,146) | Interest income for the year ended December 31, 2022 as compared to 2021, increased primarily due to higher interest rates. 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 decreased slightly for the year ended December 31, 2022 as compared to 2021, as a result of our 2021 repurchase of $100 million in aggregate principal amount of the 4.650% Senior Notes due 2024 (the “2024 Senior Notes”). We have not capitalized interest since 2019 and do not anticipate capitalizing interest on any long-lived assets in 2023. Foreign currency transaction gains and losses are the principal component of other income (expense), net. In the year ended December 31, 2022 and 2021, we incurred foreign currency transaction gains (losses) of less than $(0.1) million and $(8.4) million, respectively. Foreign currency losses in 2021 primarily related to the Angolan kwanza and were principally due to declining exchange rates for the Angolan kwanza, which devalued its currency by 13%. We could incur further foreign currency exchange gains (losses) 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 12-month periods ended December 31, 2022 and 2021 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; therefore, we do not believe a discussion of the effective tax rate is meaningful. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings. On March 27, 2020, 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 claims to carry back a portion 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 expected to receive combined refunds of approximately $33 million, of which we have previously 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 reduces the outstanding refunds by approximately $3.0 million. The remaining refunds of approximately $20 million are classified as other noncurrent assets, in our consolidated balance sheet as of December 31, 2022. While the exact timing for the receipt of these refunds remains uncertain, we do not anticipate receiving any portion of these refunds in 2023. We continue to believe it is more likely than not that we would not be able to utilize all of our deferred tax assets. In accordance with applicable accounting standards, we recorded an additional valuation allowance of $6.0 million and $87 million in 2022 and 2021, respectively. Our income tax payments for the full year of 2023 are estimated to be in the range of $60 million to $65 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 repurchase $100 million of our 2024 Senior Notes in 2021 and grow our cash balance to address the pending maturity of the 2024 Senior Notes. As of December 31, 2022, we had working capital of $729 million, including cash and cash equivalents of $569 million. Additionally, as of December 31, 2022, we had $215 million of unused commitments through our senior secured revolving credit agreement (the “Revolving Credit Agreement”) that we entered into in April 2022, which is further described below. 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. See Note 4—”Leases” in the Notes to Consolidated Financial Statements included in this report for a description of the scheduled maturities for our operating leases. Our revolving credit facility provided under the Revolving Credit Agreement was undrawn as of December 31, 2022, and remains undrawn as of the date of this report, and our nearest maturity of indebtedness is $400 million of our 2024 Senior Notes. In 2021, we repurchased $100 million in aggregate principal amount of the 2024 Senior Notes in open-market transactions. We may, from time to time, complete additional limited repurchases of the 2024 Notes, via open-market or privately negotiated repurchase transactions or otherwise, prior to their maturity date. We can provide no assurances as to the timing of any such additional repurchases or whether we will complete any such repurchases at all. We do not intend to disclose further information regarding any such repurchase transactions, except to the extent required in our subsequent periodic filings on Forms 10-K or 10-Q, or unless otherwise required by applicable law. See Note 9—”Debt” in the Notes to Consolidated Financial Statements included in this report for more information regarding the scheduled maturities of our long-term debt. As of December 31, 2022, we had $464 million of total purchase obligations including $324 million payable within the next twelve months and $140 million thereafter. 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 remain committed to maintaining strong liquidity and believe that our cash position, undrawn Revolving Credit Agreement, and debt maturity profile should provide us ample resources and time to address potential future growth opportunities and to improve our returns. Changes impacting our cash and cash equivalents for the years ended December 31, 2022, 2021 and 2020 are summarized as follows: *(in thousands)* | Changes in Cash: | Year ended December 31, 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | Net Cash Provided by Operating Activities | $120,883 | $225,314 | $136,647 | | Net Cash Used in Investing Activities | (76,865) | (34,157) | (52,590) | | Net Cash Used in Financing Activities | (1,862) | (101,682) | (1,699) | | Effect of exchange rates on cash | (11,525) | (3,377) | (3,997) | | Net Increase (Decrease) in Cash and Cash Equivalents | $30,631 | $86,098 | $78,361 | ### Operating activities Our primary sources and uses of cash from operating activities for the years ended December 31, 2022, 2021 and 2020 are as follows: *(in thousands)* | Cash Flows from Operating Activities: | Year ended December 31, 2022 | 2021 | 2020 | | --- | ---: | ---: | ---: | | Net income (loss) | $25,941 | $(49,307) | $(496,751) | | Noncash adjustments: | | | | | Depreciation and amortization, including goodwill impairment | 120,969 | 139,723 | 528,895 | | Loss on impairment of long-lived assets | — | — | 70,445 | | Provision for Evergrande loss, net | — | 29,549 | — | | Deferred income tax provision (benefit) | 829 | (1,798) | (4,158) | | Inventory write-downs | — | — | 7,038 | | Other noncash | 7,713 | 7,475 | 6,167 | | Total noncash adjustments | 129,511 | 174,949 | 608,387 | | Accounts receivable and contract assets | (50,732) | 41,099 | 125,541 | | Inventory | (30,692) | 7,313 | 26,466 | | Current liabilities | 67,253 | 63,051 | (138,932) | | Other changes | (20,398) | (11,791) | 11,936 | | Net Cash Provided by Operating Activities | $120,883 | $225,314 | $136,647 | Net cash provided by operating activities for the years ended December 31, 2022 and 2021 of $121 million and $225 million, respectively, was affected by the following: - *Accounts receivable and contract assets* - The decrease in cash related to accounts receivable and contract assets in 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. The increase in 2021 reflects the timing of project milestones and customer payments. - *Inventory* - The decrease in cash related to inventory in 2022 corresponds with an increase in our backlog along with the impact of higher inflation in 2022. The increase in cash related to inventory in 2021 was primarily due to higher project activity in the fourth quarter of 2021 as we worked through backlog orders awarded prior to the COVID-19 pandemic in our Manufactured Products segment. - *Current liabilities* - The increase in cash related to current liabilities in 2022 and 2021 reflects the timing of vendor payments and increased contract liabilities due to an increase in deferred customer prepayments. ### Investing activities 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. In 2021, we used $34 million in net investing activities, primarily for capital expenditures of $50 million. Our capital expenditures during 2022 and 2021 included $56 million and $28 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 2022, we retired ten 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), which are currently engaged in renewables work. We added seven upgraded conventional work-class ROV systems and three IsurusTM work-class ROV systems to our fleet and retired 10 units during 2021. Our ROV fleet size was 250 as of December 31, 2022 and 2021. These outlays were partially offset in 2022 by $6.5 million of proceeds received from the sale of various assets and in 2021 by $4.5 million of proceeds received from the sale of a portion of our Angolan bonds and $7.1 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, along with 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 2023, we expect our organic capital expenditures to total between $90 million and $110 million, exclusive of business acquisitions, as compared to capital expenditures of $81 million in 2022. Our anticipated capital expenditures for 2023 includes approximately $45 million to $50 million of maintenance capital expenditures and $45 million to $60 million of growth capital expenditures, which we expect to fund using our available cash. 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 2022 we used $1.9 million of cash in financing activities. In 2021 we used $102 million of cash in financing activities primarily due to repurchases of $100 million in aggregate principal amount of the 2024 Senior Notes in open-market transactions. As of December 31, 2022 we had long-term debt in the principal amount of $700 million outstanding and $215 million of unused commitments under our Revolving Credit Agreement. As of December 31, 2022, we were in compliance with all the covenants set forth in the credit agreement governing the Revolving Credit Agreement. In November 2014, we completed the public offering of $500 million aggregate principal amount of 4.650% Senior Notes due 2024. We pay interest on the 2024 Senior Notes on May 15 and November 15 of each year. The 2024 Senior Notes are scheduled to mature on November 15, 2024. In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “2028 Senior Notes”). We pay interest on the 2028 Senior Notes on February 1 and August 1 of each year. The 2028 Senior Notes are scheduled to mature on February 1, 2028. We used the net proceeds from the 2028 Senior Notes to repay our term loan indebtedness described further below. We may redeem some or all of the 2024 Senior Notes and 2028 Senior Notes (collectively, the “Senior Notes”) at specified redemption prices. In 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). 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 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 that will mature in April 2026. In connection with entering into the Revolving Credit Agreement, we terminated our 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, 2022, 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 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 Secured Overnight Financing Rate (“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 decreases to 3.25 to 1.00 during the 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. 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, 2022, we were in compliance with all the covenants set forth in the Revolving Credit Agreement. 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 will be amortized to interest expense prospectively through the maturity date for the 2024 Senior Notes using the effective interest method. As a result, we amortized $2.2 million to interest expense for the year ended December 31, 2022. We amortized $4.3 million to interest expense, including $1.8 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, 2021. See Note 9—”Debt” in the Notes to Consolidated Financial Statements included in this report for a description of these interest rate swaps. We incurred $6.9 million and $4.2 million of issuance costs related to the 2024 Senior Notes and the 2028 Senior Notes, respectively, and $4.0 million of new 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 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 $2.1 million and $1.3 million for the years ended December 31, 2022 and 2021, respectively. Our maximum outstanding indebtedness during 2022 under the Revolving Credit Agreement and the Senior Notes was $700 million, and our total interest costs, including commitment fees, were $38 million. We have not guaranteed any debt not reflected on our Consolidated Balance Sheets as of December 31, 2022 and 2021, and we do not have any off-balance-sheet arrangements, as defined by SEC rules. 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, 2022, we retained 11 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. 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, 2022 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 Major Accounting Policies” in the Notes To Consolidated Financial Statements included in this report for discussion of our significant accounting policies. **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, 2022, we recognized approximately 93% of our revenue over time and 7% at a point in time. 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, 2022, 2021 or 2020, 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, 2022 or 2021. In the year ending December 31, 2020, we recognized long-lived asset impairment losses of $70 million. See Note 5—“Impairments” and Note 11—“Operations by Business Segment and Geographic Area” in the Notes To Consolidated Financial Statements included in this report for further discussion of these impairments. **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. Exact timing and amount of the adjustment to the valuation allowance is not certain at this time. Changes for valuation allowances impact our income tax provision in the period in which such adjustments are identified and recorded. **Allowance for Credit Losses—Financial Assets Measured at Amortized Costs.** We are required to use judgments and estimates regarding our customers’ ability to pay amounts that are due to us in order to estimate anticipated credit losses that we may incur. 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 loss experiences for the last three years and considering the economic environment of our customers, both from a marketplace and geographic perspective, in evaluating the need for an allowance. Based on our review of these factors, we establish or adjust allowances for our customers. Our results of operations could be affected by adjustments to the allowance for credit losses due to uncertainties regarding changes in the financial condition of our customers, either positive or negative, that could impact the amount and timing of any credit losses that may differ from the estimated amounts. As of December 31, 2022 and 2021, our allowance for credit losses totaled $2.3 million and $1.2 million, respectively or less than 1% of gross accounts receivable for both years, respectively. ### Contractual Obligations As of December 31, 2022, we had payments due under contractual obligations as follows: *(dollars in thousands)* | | Payments due by period Total | 2023 | 2024-2025 | 2026-2027 | After 2027 | | --- | ---: | ---: | ---: | ---: | ---: | | Long-term Debt | $700,000 | $— | $400,000 | $— | $300,000 | | Purchase Obligations | 464,204 | 323,515 | 18,456 | 121,761 | 472 | | Operating Lease Liabilities | 223,741 | 28,967 | 49,188 | 48,831 | 96,755 | | Other Long-term Obligations reflected on our Balance Sheet under U.S. GAAP | 34,364 | 103 | 247 | 319 | 33,695 | | TOTAL | $1,422,309 | $352,585 | $467,891 | $170,911 | $430,922 | Pursuant to a service agreement we entered into with a former 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, 2022 and 2021. ## Market risk As filed, 6,087 characters. 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. Except for our exposure in Angola, we do not believe these risks are material. 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 9—“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 had two interest rate swaps in place relating to a total of $200 million of the 2024 Senior Notes. These agreements swapped the fixed interest rate of 4.650% on $100 million of the 2024 Senior Notes to the floating rate of one-month LIBOR plus 2.426% and on another $100 million to one-month LIBOR plus 2.823%. In March 2020, we terminated these interest rate swaps. See Note 9—“Debt” in the Notes to Consolidated Financial Statements included in this report for more information regarding these interest rate swaps. 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 U.K. 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 $(20) million, $(7.3) million and $(25) million in 2022, 2021 and 2020, 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, 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 rate for the Angolan kwanza relative to the U.S. dollar. Foreign currency gains (losses) of $(14) million in the year ended December 31, 2020 were primarily related to gains (losses) for the Angolan kwanza of $(2.8) million and the Brazilian real of $(7.3) million due to declining exchange rates for the Angolan kwanza and the Brazilian real relative to the U.S. dollar. Foreign currency transaction losses related to the Angolan kwanza in the years ended December 31, 2021 and 2020 were primarily due to the remeasurement of our Angolan kwanza cash balances to U.S. dollars. Foreign currency losses related to the Brazilian real in the year ended December 31, 2020 were primarily due to the remeasurement of our U.S. dollar denominated liability balances to the Brazilian real. We recorded foreign currency transaction gains (losses) related to the Angolan kwanza and Brazilian real as a component of other income (expense), net in our Consolidated Statements of Operations in those respective periods. The Angola kwanza strengthened in value in 2022 by 10%, while Angola devalued its currency by (13)% and (36)% in 2021 and 2020, respectively. Any conversion of cash balances from kwanza to U.S. dollars is controlled by the central bank in Angola. During 2022, we did not repatriate any cash from Angola. In 2021, we were able to repatriate $4.5 million of cash from Angola. As of December 31, 2022 and 2021, we had the equivalent of approximately $5.6 million and $1.0 million, respectively, of kwanza cash balances in Angola, reflected on our Consolidated Balance Sheets. To mitigate our currency exposure risk in Angola, we have used kwanza to purchase equivalent Angolan central bank (Banco Nacional de Angola) bonds. The bonds are denominated as U.S. dollar equivalents, so that, upon payment of semi-annual interest and principal upon maturity, payment is made in kwanza, equivalent to the respective U.S. dollars at the then-current exchange rate. As of December 31, 2022 and 2021, we had $6.2 million, respectively, of U.S. dollar equivalent Angolan bonds. During the year ended December 31, 2021, we sold a portion of these bonds for $4.5 million, reducing the balance as of December 31, 2021 to $6.2 million. These bonds mature in 2023 and are classified as available-for-sale securities; accordingly, they are recorded 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 and 2021, respectively, using quoted market prices. Since the market for the Angolan bonds is not an active market, the fair value of the Angolan bonds is classified within Level 2 in the fair value hierarchy under U.S. GAAP. As of December 31, 2022 and 2021, we had $0.1 million and $0.2 million, respectively, in unrealized gains, net of tax, related to these bonds as a component of accumulated other comprehensive loss in our Consolidated Balance Sheets. ## Controls and procedures As filed, 8,083 characters. ### 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, 2022 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, 2022 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, 2022. 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. ### 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, 2022, 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, 2022, 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, 2022, and 2021, 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, 2022, and the related notes and our report dated February 24, 2023, 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 24, 2023 47 Filed Feb 24, 2023. Source: SEC EDGAR, the filing index for accession 0000073756-23-000009. Last ingested by Listed: Nov 3, 2026, 21:41 ET. No prices; not investment advice.