Form 8-K - Current report

Share Name	Share Symbol	Market	Type
Oceaneering International Inc	NYSE:OII	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	1.34	4.65%	30.15	30.085	28.83	28.88	770,537	00:38:54

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2024

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-10945	95-2628227
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


5875 North Sam Houston Parkway West, Suite 400
Houston,	TX	77086
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 329-4500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.25 per share	OII	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 23, 2024, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the third quarter ended September 30, 2024. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1			Press Release of Oceaneering International, Inc., dated October 23, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			OCEANEERING INTERNATIONAL, INC.

Date:	October 23, 2024	By:	/S/ CATHERINE E. DUNN
			Catherine E. Dunn
			Vice President and Chief Accounting Officer

Exhibit 99.1

Oceaneering Reports Third Quarter 2024 Results

HOUSTON, October 23, 2024 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $41.2 million, or $0.40 per share, on revenue of $680 million for the three months ended September 30, 2024. Adjusted net income was $37.2 million, or $0.36 per share, reflecting the impact of $(0.4) million of pre-tax adjustments associated with foreign exchange gains recognized during the quarter, $0.6 million tax effect on adjustments associated with foreign exchange gains, and $(4.2) million of discrete tax adjustments.


Summary of Results
(in thousands, except per share amounts)

	For the Three Months Ended						For the Nine Months Ended
	Sep 30,				Jun 30,		Sep 30,

	2024		2023		2024		2024		2023

Revenue	$	679,811	$	635,180	$	668,808	$	1,947,711	$	1,770,077

Operating Income (Loss)	71,333		57,929		60,364		168,390		133,878
Net Income (Loss)	41,237		29,812		34,997		91,369		52,874

Diluted Earnings (Loss) Per Share	$	0.40	$	0.29	$	0.34	$	0.89	$	0.52

For the third quarter of 2024:

•Net income was $41.2 million and adjusted EBITDA was $98.1 million

•Consolidated operating income was $71.3 million

•Cash flow provided by operating activities was $91.9 million and free cash flow was $67.0 million, with an ending cash position of $452 million

•The company repurchased 422,229 shares for approximately $10 million

As of September 30, 2024:

•Remotely Operated Vehicles (ROV): fleet count was 250; Q3 utilization was 69%; and Q3 average revenue per day utilized was $10,576

•Manufactured Products backlog was $671 million

Revised full-year 2024 guidance and initial full-year 2025 guidance:

•2024 consolidated adjusted EBITDA in the range of $340 million to $350 million

•2025 consolidated EBITDA in the range of $400 million to $430 million

•2025 free cash flow to exceed that generated in 2024

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, “During the quarter, we saw consistent activity levels in our energy-focused businesses, with notable operating performance improvements year-over-year in our Subsea Robotics (SSR) and Manufactured Products segments. Compared to the same quarter last year, our consolidated third quarter operating income was 23% higher on a 7% increase in revenue. We also repurchased shares during the quarter for the first time since 2015.

“We have updated our full-year 2024 consolidated adjusted EBITDA range, which at the midpoint of $345 million represents a 19% increase over our 2023 adjusted EBITDA. Our initial consolidated EBITDA guidance for 2025, at the $415 million midpoint, represents a 20% year-over-year increase to the guided full-year 2024 midpoint.”

Third Quarter 2024 Segment Results v. Third Quarter 2023 Segment Results

As compared to the third quarter of 2023:

•SSR third quarter 2024 operating income of $65.7 was 37% higher. EBITDA margin was 36%, as compared to 31% for the same period last year.

ROV revenue per day utilized of $10,576 was 13% higher and fleet utilization was essentially flat at 69%. ROV fleet use during the quarter was 66% in drill support and 34% in vessel-based activity, compared to 61% and 39%.

•Manufactured Products operating income improved 37% on a 17% increase in revenue, with operating income margin improving to 8%. Backlog was $671 million on September 30, 2024, an increase of $115 million, compared to the same period in 2023. The book-to-bill ratio was 1.21 for the 12-month period ending September 30, 2024, as compared to 1.41 for the trailing 12-month period ending September 30, 2023.

•Offshore Projects Group (OPG) operating income declined 24% on a 2% decrease in revenue due to changes in project mix in our international markets, vessel crane repair costs, and associated vessel downtime. Operating income margin declined to 14% from 18%.

•Integrity Management and Digital Solutions (IMDS) operating income and operating income margin decreased on a 11% increase in revenue. The decline in operating income was due to the one-time, non-cash charge associated with the divestiture of the Maritime Intelligence division in September 2024.

•Aerospace and Defense Technologies (ADTech) revenue was relatively flat. Operating income declined 14% due to increased project proposal costs and changes in project mix.

•At the corporate level, Unallocated Expenses of $38.9 million were in line with guidance for the quarter and lower than for the same period last year.

Fourth Quarter 2024 Guidance v. Third Quarter 2024 Guidance

On a consolidated basis, fourth quarter 2024 revenue is expected to increase slightly as compared to the third quarter of 2024, and fourth quarter 2024 adjusted EBITDA is expected to be in line with third quarter 2024 results. At the segment level, for the fourth quarter of 2024, as compared to the third quarter of 2024:

•SSR revenue and operating profitability are forecasted to decrease slightly due to normal seasonality;

•Manufactured Products operating profitability is expected to be significantly lower on higher revenue;

•OPG revenue is projected to increase and generate significantly higher operating profitability;

•IMDS operating profitability is expected to improve on a decline in revenue;

•ADTech revenue and operating profitability are expected to decrease; and

•Unallocated Expenses are expected to be in the $40 million range.

Initial 2025 Guidance

For 2025, year over year, Oceaneering anticipates increased revenue and improved operating performance across all segments, led by gains from SSR, Manufactured Products, and ADTech. Consolidated EBITDA for 2025 is forecasted to be in the range of $400 million to $430 million. Oceaneering currently expects to generate positive free cash flow in excess of that forecasted for 2024. Oceaneering will provide more specific guidance on its expectations for 2025 in its fourth quarter 2024 earnings release and conference call.

Non-GAAP Financial Measures

Adjusted net income (loss) and earnings (loss) per share; EBITDA and adjusted EBITDA on a consolidated and on a segment basis (as well as EBITDA and adjusted EBITDA margins); and free cash flow are non-GAAP measures that exclude the impacts of certain identified items. Reconciliations to the corresponding GAAP measures are shown in the tables Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS), EBITDA and Adjusted EBITDA and Margins, Free Cash Flow, 2024 Consolidated Adjusted EBITDA and Free Cash Flow Estimates, 2025 Consolidated EBITDA and EBITDA and Adjusted EBITDA and Margins by Segment. These tables are included below under the caption Reconciliations of Non-GAAP to GAAP Financial Information.

Conference Call Details

Oceaneering has scheduled a conference call and webcast on Thursday, October 24, 2024 at 10:00 a.m. Central Time, to discuss its results for the third quarter of 2024, as well as more detailed guidance for the full year and fourth quarter of 2024 and initial guidance for the full year of 2025. Interested parties may listen to the call through a webcast link posted in the Investor Relations section of Oceaneering's website. A replay of the conference call will be made available on the website approximately two hours following the conclusion of the live call.

This release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs, future expected business, and financial performance and prospects of Oceaneering. More specifically, the forward-looking statements in this press release include the statements concerning Oceaneering’s: full-year 2024 guidance range for consolidated adjusted EBITDA; fourth-quarter 2024 guidance for consolidated revenue, consolidated adjusted EBITDA, operating segment revenue and operating profitability, and Unallocated Expenses; full-year 2025 guidance for consolidated EBITDA and expectation that 2025 will generate positive free cash flow in excess of that generated in 2024; expectations for improved financial performance in 2025, led by gains in SSR, Manufactured Products, and ADTech; and the characterization, whether positive or otherwise, of market fundamentals, conditions, and dynamic, robotics markets, offshore energy activity levels (including by geographic location), pricing levels, day rates, ROV days utilized, average ROV revenue per day utilized, vessel utilization, growth, bidding activity, outlook, performance, opportunities, and future financials, including as increasing, favorable, positive, encouraging, improving, seasonal, strong, supportive, robust, meaningful, healthy or significant (which is used herein to indicate a change of 20% or greater).

The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Factors that could cause actual results to differ materially include: factors affecting the level of activity in the oil and gas industry, including worldwide demand for and prices of oil and natural gas, oil and natural gas production growth and the supply and demand of offshore drilling rigs; the indirect consequences of climate change and climate-related business trends; actions by members of OPEC and other oil exporting countries; decisions about offshore developments to be made by oil and gas exploration, development, and production companies; the use of subsea completions and our ability to capture associated market share; general economic and business conditions and industry trends; the strength of the industry segments in which we are involved; cancellations of contracts, change orders and other contractual modifications, force majeure declarations and the exercise of contractual suspension rights and the resulting adjustments to our backlog; collections from our customers; our future financial performance, including as a result of the availability, terms, and deployment of capital; the consequences of significant changes in currency exchange rates; the

volatility and uncertainties of credit markets; changes in data privacy and security laws, regulations, and standards; changes in tax laws, regulations, and interpretation by taxing authorities; changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment; the continued availability of qualified personnel; our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; operating risks normally incident to offshore exploration, development, and production operations; hurricanes and other adverse weather and sea conditions; cost and time associated with drydocking of our vessels; the highly competitive nature of our businesses; adverse outcomes from legal or regulatory proceedings; the risks associated with integrating businesses we acquire; rapid technological changes; and social, political, military, and economic situations in foreign countries where we do business and the possibilities of civil disturbances, war, other armed conflicts, or terrorist attacks. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.

Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, manufacturing, and entertainment industries.

For more information on Oceaneering, please visit www.oceaneering.com.

Contact:

investorrelations@oceaneering.com

Hilary Frisbie

Senior Director, Investor Relations

Oceaneering International, Inc.

713-329-4755

- Tables follow on next page -



OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

										Sep 30, 2024		Dec 31, 2023
										(in thousands)
ASSETS
	Current assets (including cash and cash equivalents of $451,858 and $461,566)									$	1,411,099	$	1,305,659
	Net property and equipment									423,579		424,293
	Other assets									521,815		509,054
			Total Assets							$	2,356,493	$	2,239,006

LIABILITIES AND EQUITY
	Current liabilities									$	800,143	$	732,476
	Long-term debt									480,706		477,058
	Other long-term liabilities									371,603		395,389
	Equity									704,041		634,083
			Total Liabilities and Equity							$	2,356,493	$	2,239,006

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

				For the Three Months Ended						For the Nine Months Ended
				Sep 30, 2024		Sep 30, 2023		Jun 30, 2024		Sep 30, 2024		Sep 30, 2023
				(in thousands, except per share amounts)

	Revenue			$	679,811	$	635,180	$	668,808	$	1,947,711	$	1,770,077
	Cost of services and products			548,849		520,483		548,597		1,604,154		1,476,735
		Gross margin		130,962		114,697		120,211		343,557		293,342
	Selling, general and administrative expense			59,629		56,768		59,847		175,167		159,464


		Operating income (loss)		71,333		57,929		60,364		168,390		133,878
	Interest income			3,275		3,724		2,402		8,717		12,344
	Interest expense			(9,456)		(9,802)		(9,516)		(28,176)		(28,602)
	Equity in income (losses) of unconsolidated affiliates			323		498		295		787		1,616
	Other income (expense), net			3,133		968		1,759		6,372		(4,800)
		Income (loss) before income taxes		68,608		53,317		55,304		156,090		114,436
	Provision (benefit) for income taxes			27,371		23,505		20,307		64,721		61,562
		Net Income (Loss)		$	41,237	$	29,812	$	34,997	$	91,369	$	52,874

Weighted average diluted shares outstanding				102,613		102,206		102,472		102,445		102,086
Diluted earnings (loss) per share				$	0.40	$	0.29	$	0.34	$	0.89	$	0.52

The above Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations should be read in conjunction with the Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q.


SEGMENT INFORMATION

				For the Three Months Ended									For the Nine Months Ended
				Sep 30, 2024			Sep 30, 2023			Jun 30, 2024			Sep 30, 2024			Sep 30, 2023
			($ in thousands)
Subsea Robotics
		Revenue		$	215,715		$	197,343		$	214,985		$	617,632		$	553,016

Operating income (loss)				$	65,698		$	47,818		$	61,750		$	171,685		$	123,699
Operating income (loss) %				30		%	24		%	29		%	28		%	22		%
	ROV days available			23,000			23,000			22,750			68,500			68,250
	ROV days utilized			15,796			15,932			15,839			46,171			46,192
	ROV utilization			69		%	69		%	70		%	67		%	68		%

Manufactured Products
		Revenue		$	143,734		$	122,877		$	139,314		$	412,501		$	360,698

Operating income (loss)				$	11,278		$	8,229		$	14,369		$	38,837		$	30,116
Operating income (loss) %				8		%	7		%	10		%	9		%	8		%
Backlog at end of period				$	671,000		$	556,000		$	713,000		$	671,000		$	556,000

Offshore Projects Group
		Revenue		$	147,539		$	150,273		$	144,058		$	406,651		$	385,127

Operating income (loss)				$	20,294		$	26,745		$	13,248		$	34,386		$	49,391
Operating income (loss) %				14		%	18		%	9		%	8		%	13		%

Integrity Management & Digital Solutions
		Revenue		$	73,622		$	66,056		$	73,492		$	216,804		$	189,305

Operating income (loss)				$	714		$	3,242		$	3,473		$	7,802		$	10,168
Operating income (loss) %				1		%	5		%	5		%	4		%	5		%

Aerospace and Defense Technologies
		Revenue		$	99,201		$	98,631		$	96,959		$	294,123		$	281,931

Operating income (loss)				$	12,219		$	14,140		$	7,244		$	32,271		$	33,993
Operating income (loss) %				12		%	14		%	7		%	11		%	12		%

Unallocated Expenses

Operating income (loss)				$	(38,870)		$	(42,245)		$	(39,720)		$	(116,591)		$	(113,489)

Total
		Revenue		$	679,811		$	635,180		$	668,808		$	1,947,711		$	1,770,077

Operating income (loss)				$	71,333		$	57,929		$	60,364		$	168,390		$	133,878
Operating income (loss) %				10		%	9		%	9		%	9		%	8		%

The above Segment Information does not include adjustments for non-recurring transactions. See the tables below under the caption "Reconciliations of Non-GAAP to GAAP Financial Information" for financial measures that our management considers in evaluating our ongoing operations.


SELECTED CASH FLOW INFORMATION

		For the Three Months Ended						For the Nine Months Ended
		Sep 30, 2024		Sep 30, 2023		Jun 30, 2024		Sep 30, 2024		Sep 30, 2023
		(in thousands)

Capital Expenditures, including Acquisitions		$	24,886	$	25,945	$	22,858	$	73,262	$	66,681




Depreciation and Amortization:
Energy Services and Products
	Subsea Robotics	$	12,076	$	12,805	$	11,981	$	36,867	$	41,101
	Manufactured Products	3,061		3,067		3,237		9,473		9,124
	Offshore Projects Group	5,399		6,931		5,584		17,418		21,035
	Integrity Management & Digital Solutions	1,348		909		1,803		4,410		2,706
Total Energy Services and Products		21,884		23,712		22,605		68,168		73,966
Aerospace and Defense Technologies		696		600		616		1,915		1,885
Unallocated Expenses		2,683		1,284		2,759		8,218		3,612
	Total Depreciation and Amortization	$	25,263	$	25,596	$	25,980	$	78,301	$	79,463

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

In addition to financial results determined in accordance with U.S. generally accepted accounting principles ("GAAP"), this Press Release also includes non-GAAP financial measures (as defined under certain rules and regulations promulgated by the Securities and Exchange Commission). We have included Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share, each of which excludes the effects of certain specified items, as set forth in the tables that follow. As a result, these amounts are non-GAAP financial measures. We believe these are useful measures for investors to review because they provide consistent measures of the underlying results of our ongoing business. Furthermore, our management uses these measures as measures of the performance of our operations. We have also included disclosures of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA Margins, 2024 Consolidated Adjusted EBITDA and Free Cash Flow, and 2025 Consolidated EBITDA Estimates, as well as the following by segment: EBITDA, EBITDA Margins, Adjusted EBITDA, and Adjusted EBITDA Margins. We define EBITDA Margin as EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margins and related information by segment exclude the effects of certain specified items, as set forth in the tables that follow. EBITDA and EBITDA Margins, Adjusted EBITDA and Adjusted EBITDA Margins, and related information by segment are each non-GAAP financial measures. We define Free Cash Flow as cash flow provided by operating activities less organic capital expenditures (i.e., purchases of property and equipment other than those in business acquisitions). We have included these disclosures in this press release because EBITDA, EBITDA Margins, and Free Cash Flow are widely used by investors for valuation purposes and for comparing our financial performance with the performance of other companies in our industry, and the adjusted amounts thereof provide more consistent measures than the unadjusted amounts. Furthermore, our management uses these measures for purposes of evaluating our financial performance. Our presentation of EBITDA, EBITDA Margins, and Free Cash Flow (and the Adjusted amounts thereof) may not be comparable to similarly titled measures other companies report. Non-GAAP financial measures should be viewed in addition to and not as substitutes for our reported operating results, cash flows, or any other measure prepared and reported in accordance with GAAP. The tables that follow provide reconciliations of the non-GAAP measures used in this press release to the most directly comparable GAAP measures.


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)

		For the Three Months Ended
		Sep 30, 2024				Sep 30, 2023				Jun 30, 2024
		Net Income (Loss)		Diluted EPS		Net Income (Loss)		Diluted EPS		Net Income (Loss)		Diluted EPS
		(in thousands, except per share amounts)

Net income (loss) and diluted EPS as reported in accordance with GAAP		$	41,237	$	0.40	$	29,812	$	0.29	$	34,997	$	0.34
Pre-tax adjustments for the effects of:







	Foreign currency (gains) losses	(424)				(944)				(1,034)
Total pre-tax adjustments		(424)				(944)				(1,034)

Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods		603				615				70
Discrete tax items:
Share-based compensation		(2)				—				(48)
Uncertain tax positions		(1,178)				13,076				1,706


Valuation allowances		(1,759)				9,353				520
Other		(1,247)				(13,430)				(7,645)
	Total discrete tax adjustments	(4,186)				8,999				(5,467)
	Total of adjustments	(4,007)				8,670				(6,431)
Adjusted Net Income (Loss)		$	37,230	$	0.36	$	38,482	$	0.38	$	28,566	$	0.28
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)				102,613				102,206				102,472


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)

		For the Nine Months Ended
		Sep 30, 2024				Sep 30, 2023
		Net Income (Loss)		Diluted EPS		Net Income (Loss)		Diluted EPS
		(in thousands, except per share amounts)

Net income (loss) and diluted EPS as reported in accordance with GAAP		$	91,369	$	0.89	$	52,874	$	0.52
Pre-tax adjustments for the effects of:







	Foreign currency (gains) losses	(3,655)				3,634
Total pre-tax adjustments		(3,655)				3,634

Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods		1,463				(1,688)
Discrete tax items:
Share-based compensation		(1,976)				(1,370)
Uncertain tax positions		379				17,477


Valuation allowances		3,332				4,251
Other		(11,228)				(12,660)
	Total discrete tax adjustments	(9,493)				7,698
	Total of adjustments	(11,685)				9,644
Adjusted Net Income (Loss)		$	79,684	$	0.78	$	62,518	$	0.61
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)				102,445				102,086


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

EBITDA and Adjusted EBITDA and Margins

			For the Three Months Ended									For the Nine Months Ended
			Sep 30, 2024			Sep 30, 2023			Jun 30, 2024			Sep 30, 2024			Sep 30, 2023
			($ in thousands)

Net income (loss)			$	41,237		$	29,812		$	34,997		$	91,369		$	52,874
Depreciation and amortization			25,263			25,596			25,980			78,301			79,463
	Subtotal		66,500			55,408			60,977			169,670			132,337
Interest expense, net of interest income			6,181			6,078			7,114			19,459			16,258
Amortization included in interest expense			(1,537)			51			(1,504)			(4,520)			114
Provision (benefit) for income taxes			27,371			23,505			20,307			64,721			61,562
	EBITDA		98,515			85,042			86,894			249,330			210,271
Adjustments for the effects of:





	Foreign currency (gains) losses		(424)			(944)			(1,034)			(3,655)			$	3,634
		Total of adjustments	(424)			(944)			(1,034)			(3,655)			3,634
	Adjusted EBITDA		$	98,091		$	84,098		$	85,860		$	245,675		$	213,905

Revenue			$	679,811		$	635,180		$	668,808		$	1,947,711		$	1,770,077

EBITDA margin %			14		%	13		%	13		%	13		%	12		%
Adjusted EBITDA margin %			14		%	13		%	13		%	13		%	12		%






Free Cash Flow

		For the Three Months Ended						For the Nine Months Ended
		Sep 30, 2024		Sep 30, 2023		Jun 30, 2024		Sep 30, 2024		Sep 30, 2023
		(in thousands)
Net Income (loss)		$	41,237	$	29,812	$	34,997	$	91,369	$	52,874
Non-cash adjustments:
	Depreciation and amortization	25,263		25,596		25,980		78,301		79,463

	Other non-cash	7,440		6,381		1,744		11,866		9,116
Other increases (decreases) in cash from operating activities		17,991		17,819		(10,098)		(106,699)		(84,313)
Cash flow provided by (used in) operating activities		91,931		79,608		52,623		74,837		57,140
Purchases of property and equipment		(24,886)		(25,945)		(22,858)		(73,262)		(66,681)
Free Cash Flow		$	67,045	$	53,663	$	29,765	$	1,575	$	(9,541)



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

2024 Consolidated Adjusted EBITDA Estimate











		For the Year Ending
		December 31, 2024
		Low		High
		(in thousands)
Income (loss) before income taxes		$	219,000	$	225,000
Depreciation and amortization		100,000		103,000
	Subtotal	319,000		328,000
Interest expense, net of interest income		25,000		26,000
Foreign currency (gains) losses		(4,000)		(4,000)
	Consolidated Adjusted EBITDA	$	340,000	$	350,000


2024 Free Cash Flow Estimate

		For the Year Ending
		December 31, 2024
		Low		High
		(in thousands)
Net income (loss)		$	130,000	$	132,000
Depreciation and amortization		100,000		103,000
Other increases (decreases) in cash from operating activities		(10,000)		45,000
Cash flow provided by (used in) operating activities		220,000		280,000
Purchases of property and equipment		(110,000)		(130,000)
Free Cash Flow		$	110,000	$	150,000


2025 Consolidated EBITDA Estimate

		For the Year Ending
		December 31, 2025
		Low		High
		(in thousands)
Income (loss) before income taxes		$	285,000	$	307,000
Depreciation and amortization		95,000		100,000
	Subtotal	380,000		407,000
Interest expense, net of interest income		20,000		23,000
	Consolidated EBITDA	$	400,000	$	430,000


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Three Months Ended September 30, 2024
			SSR			MP			OPG			IMDS			ADTech			Unallocated Expenses and other		Total
			($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP			$	65,698		$	11,278		$	20,294		$	714		$	12,219		$	(38,870)	$	71,333
Adjustments for the effects of:
	Depreciation and amortization		12,076			3,061			5,399			1,348			696			2,683		25,263
	Other pre-tax		—			—			—			—			—			1,919		1,919
	EBITDA		77,774			14,339			25,693			2,062			12,915			(34,268)		98,515
Adjustments for the effects of:






	Foreign currency (gains) losses		—			—			—			—			—			(424)		(424)
		Total of adjustments	—			—			—			—			—			(424)		(424)
Adjusted EBITDA			$	77,774		$	14,339		$	25,693		$	2,062		$	12,915		$	(34,692)	$	98,091

Revenue			$	215,715		$	143,734		$	147,539		$	73,622		$	99,201				$	679,811
Operating income (loss) % as reported in accordance with GAAP			30		%	8		%	14		%	1		%	12		%			10		%
EBITDA Margin			36		%	10		%	17		%	3		%	13		%			14		%
Adjusted EBITDA Margin			36		%	10		%	17		%	3		%	13		%			14		%

			For the Three Months Ended September 30, 2023
			SSR			MP			OPG			IMDS			ADTech			Unallocated Expenses and other		Total
			($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP			$	47,818		$	8,229		$	26,745		$	3,242		$	14,140		$	(42,245)	$	57,929
Adjustments for the effects of:
	Depreciation and amortization		12,805			3,067			6,931			909			600			1,284		25,596
	Other pre-tax		—			—			—			—			—			1,517		1,517
	EBITDA		60,623			11,296			33,676			4,151			14,740			(39,444)		85,042
Adjustments for the effects of:



	Foreign currency (gains) losses		—			—			—			—			—			(944)		(944)
		Total of adjustments	—			—			—			—			—			(944)		(944)
Adjusted EBITDA			$	60,623		$	11,296		$	33,676		$	4,151		$	14,740		$	(40,388)	$	84,098

Revenue			$	197,343		$	122,877		$	150,273		$	66,056		$	98,631				$	635,180
Operating income (loss) % as reported in accordance with GAAP			24		%	7		%	18		%	5		%	14		%			9		%
EBITDA Margin			31		%	9		%	22		%	6		%	15		%			13		%
Adjusted EBITDA Margin			31		%	9		%	22		%	6		%	15		%			13		%


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Three Months Ended June 30, 2024
			SSR			MP			OPG			IMDS			ADTech			Unallocated Expenses and other		Total
			($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP			$	61,750		$	14,369		$	13,248		$	3,473		$	7,244		$	(39,720)	$	60,364
Adjustments for the effects of:
	Depreciation and amortization		11,981			3,237			5,584			1,803			616			2,759		25,980
	Other pre-tax		—			—			—			—			—			550		550
	EBITDA		73,731			17,606			18,832			5,276			7,860			(36,411)		86,894
Adjustments for the effects of:





	Foreign currency (gains) losses		—			—			—			—			—			(1,034)		(1,034)
		Total of adjustments	—			—			—			—			—			(1,034)		(1,034)
Adjusted EBITDA			$	73,731		$	17,606		$	18,832		$	5,276		$	7,860		$	(37,445)	$	85,860

Revenue			$	214,985		$	139,314		$	144,058		$	73,492		$	96,959				$	668,808
Operating income (loss) % as reported in accordance with GAAP			29		%	10		%	9		%	5		%	7		%			9		%
EBITDA Margin			34		%	13		%	13		%	7		%	8		%			13		%
Adjusted EBITDA Margin			34		%	13		%	13		%	7		%	8		%			13		%


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Nine Months Ended September 30, 2024
			SSR			MP			OPG			IMDS			ADTech			Unallocated Expenses and other		Total
			($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP			$	171,685		$	38,837		$	34,386		$	7,802		$	32,271		$	(116,591)	$	168,390
Adjustments for the effects of:
	Depreciation and amortization		36,867			9,473			17,418			4,410			1,915			8,218		78,301
	Other pre-tax		—			—			—			—			—			2,639		2,639
	EBITDA		208,552			48,310			51,804			12,212			34,186			(105,734)		249,330
Adjustments for the effects of:






	Foreign currency (gains) losses		—			—			—			—			—			(3,655)		(3,655)
		Total of adjustments	—			—			—			—			—			(3,655)		(3,655)
Adjusted EBITDA			$	208,552		$	48,310		$	51,804		$	12,212		$	34,186		$	(109,389)	$	245,675

Revenue			$	617,632		$	412,501		$	406,651		$	216,804		$	294,123				$	1,947,711
Operating income (loss) % as reported in accordance with GAAP			28		%	9		%	8		%	4		%	11		%			9		%
EBITDA Margin			34		%	12		%	13		%	6		%	12		%			13		%
Adjusted EBITDA Margin			34		%	12		%	13		%	6		%	12		%			13		%

			For the Nine Months Ended September 30, 2023
			SSR			MP			OPG			IMDS			ADTech			Unallocated Expenses and other		Total
			($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP			$	123,699		$	30,116		$	49,391		$	10,168		$	33,993		$	(113,489)	$	133,878
Adjustments for the effects of:
	Depreciation and amortization		41,101			9,124			21,035			2,706			1,885			3,612		79,463
	Other pre-tax		—			—			—			—			—			(3,070)		(3,070)
	EBITDA		164,800			39,240			70,426			12,874			35,878			(112,947)		210,271
Adjustments for the effects of:



	Foreign currency (gains) losses		—			—			—			—			—			3,634		3,634
		Total of adjustments	—			—			—			—			—			3,634		3,634
Adjusted EBITDA			$	164,800		$	39,240		$	70,426		$	12,874		$	35,878		$	(109,313)	$	213,905

Revenue			$	553,016		$	360,698		$	385,127		$	189,305		$	281,931				$	1,770,077
Operating income (loss) % as reported in accordance with GAAP			22		%	8		%	13		%	5		%	12		%			8		%
EBITDA Margin			30		%	11		%	18		%	7		%	13		%			12		%
Adjusted EBITDA Margin			30		%	11		%	18		%	7		%	13		%			12		%

Document and Entity Information Document	Oct. 23, 2024
Cover Page [Abstract]
Document Type	8-K
Entity Registrant Name	OCEANEERING INTERNATIONAL INC
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10945
Entity Tax Identification Number	95-2628227
Entity Address, Address Line One	5875 North Sam Houston Parkway West, Suite 400
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77086
City Area Code	713
Local Phone Number	329-4500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.25 per share
Trading Symbol	OII
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000073756
Document Period End Date	Oct. 23, 2024

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