OCEANEERING INTERNATIONAL INCfalse000007375600000737562025-02-192025-02-19

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): February 19, 2025
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
oceaneeringlogo2020a05.jpg
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 classTrading 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 February 19, 2025, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the fourth quarter ended December 31, 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
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:
February 19, 2025
By:
/S/ CATHERINE E. DUNN
Catherine E. Dunn
Vice President and Chief Accounting Officer









Exhibit 99.1

Oceaneering Reports Fourth Quarter 2024 and Full Year 2024 Results

HOUSTON, February 19, 2025 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported fourth quarter and full year 2024 results.

Fourth Quarter 2024 Results
•Revenue of $713 million, a 9% increase year over year
•Operating income of $77.9 million, a 64% increase year over year
•Net income of $56.1 million, a 26% increase year over year
•Adjusted EBITDA of $102 million, a 35% increase year over year
•Cash flow provided by operating activities of $128 million and free cash flow of $94.5 million, with an ending cash position of $498 million

Full Year 2024 Results
•Revenue of $2.7 billion, a 10% increase year over year
•Operating income of $246 million, a 36% increase year over year
•Net income of $147 million, a 51% increase year over year
•Adjusted EBITDA of $347 million, a 20% increase year over year
•Cash flow provided by operating activities of $203 million and free cash flow of $96.1 million
•Share repurchases of 825,427 for approximately $20.0 million, including 403,198 shares repurchased in the fourth quarter for approximately $10.1 million

Rod Larson, President and Chief Executive Officer of Oceaneering, stated, "I am proud of the Oceaneering team for delivering on an ambitious fourth quarter that slightly exceeded our implied EBITDA guidance and consensus estimates. These results reflect our highest quarterly revenue since the fourth quarter of 2015 and we surpassed $100 million in adjusted EBITDA for the first time since the second quarter of 2016.

"For the full year 2024, we generated consolidated revenue of $2.7 billion, a 10% increase over 2023. Adjusted consolidated EBITDA increased 20% to $347 million, representing our sixth consecutive year of EBITDA growth, driven by our Subsea Robotics (SSR), Manufactured Products, and Offshore Projects Group (OPG) segments. Cash flow provided by operating activities for the year was $203 million and free cash flow was $96.1 million, a year-over-year decrease of 12%, primarily due to increased net working capital from higher activity levels and increased cash taxes.

"Looking into 2025 and beyond, I'm excited for our future. In 2025, our team will remain focused on growing the company and delivering on our plan that projects growth in revenue and operating income in each operating segment. During the year, we will continue to integrate and identify market expansion opportunities for Global Design Innovation Ltd., a U.K.-based provider of digital and software services, which we acquired in the fourth quarter. Our year-end backlog combined with our sales pipeline are foundational to driving growth in 2025, as reflected in our guidance for the year. However, due to the potential impacts of increased geopolitical uncertainties, we have adjusted the lower end of our guidance range for EBITDA."

Full Year 2025 Guidance:
•Net income is expected in the range of $160 million to $190 million
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•Consolidated EBITDA is expected in the range of $380 million to $430 million
•Free cash flow is expected in the range of $110 million to $130 million
•Capital expenditures are expected in the range of $130 million to $140 million, inclusive of $15 million to $20 million related to implementation of a new ERP system

Fourth Quarter 2024 Segment Results

As compared to the fourth quarter of 2023:

•SSR operating income of $63.5 million reflected an increase of 26%. EBITDA margin was 36%, an increase of 361 basis points compared to the same period last year. Although Remotely Operated Vehicle (ROV) fleet utilization declined slightly from 68% to 66%, the impact of fewer days utilized was more than offset by a 12% year-over-year increase in ROV average revenue per day utilized to $10,786.
•Manufactured Products operating income declined $1.3 million on an 8% increase in revenue, with operating income margin declining to 3%. Backlog was $604 million on December 31, 2024, a 3% decrease compared to the same period in 2023, with declines in Mobile Robotics outpacing gains in energy products. The book-to-bill ratio was 0.97 for the 12-month period ending on December 31, 2024.
•OPG operating income of $39.3 million represented a significant year-over-year improvement, primarily due to increased activity in the Gulf of Mexico and West Africa. Revenue increased 14% and operating income margin improved to 21% from 9% in the fourth quarter of 2023.
•Integrity Management and Digital Solutions (IMDS) operating income was $1.2 million lower and operating income margin decreased to 3% from 5% on a 14% increase in revenue.
•Aerospace and Defense Technologies (ADTech) revenue increased slightly year over year to $98.8 million. Operating income decreased approximately $1.1 million and margin declined to 10% from 12% due to costs associated with an ERP implementation and changes in project mix.
•At the corporate level, Unallocated Expenses of $41.1 million were in line with guidance for the quarter.

First Quarter 2025 Guidance

As compared to the first quarter of 2024, consolidated first quarter 2025 revenue is expected to increase and EBITDA is expected to increase significantly to the range of $80 million to $90 million.

At the segment level, for the first quarter of 2025, as compared to the first quarter of 2024:

•SSR revenue is expected to increase and operating profitability is expected to significantly increase.
•Manufactured Products revenue and operating profitability are forecasted to remain flat.
•OPG revenue and operating profitability are projected to improve significantly.
•IMDS revenue and operating profitability are expected to remain flat.
•ADTech revenue and operating profitability are projected to remain flat.
•Unallocated Expenses are expected to be in the $45 million range.

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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, 2025 Consolidated EBITDA and Free Cash Flow Estimates, 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, February 20, 2025 at 10:00 a.m Central Time, to discuss its results for the fourth quarter of 2024, as well as its outlook for 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.

Forward-Looking Statements

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 2025 guidance range for net income, consolidated EBITDA, free cash flow generation, and capital expenditures; first quarter 2025 guidance for consolidated revenue, consolidated EBITDA, revenue, and profitability by operating segment, and Unallocated Expenses; expectations for improved financial performance and condition in the first quarter of 2025, led by gains in SSR and OPG; and the characterization, whether positive or otherwise, of market fundamentals, conditions, and dynamics, 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
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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.
About Oceaneering
Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries.
For more information, 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 -
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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Dec 31, 2024Dec 31, 2023
(in thousands)
ASSETS
Current assets (including cash and cash equivalents of $497,516 and $461,566)
$1,387,896 $1,305,659 
Net property and equipment420,098 424,293 
Other assets528,353 509,054 
Total Assets$2,336,347 $2,239,006 
LIABILITIES AND EQUITY
Current liabilities$796,938 $732,476 
Long-term debt482,009 477,058 
Other long-term liabilities337,078 395,389 
Equity720,322 634,083 
Total Liabilities and Equity$2,336,347 $2,239,006 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months EndedFor the Year Ended
Dec 31, 2024Dec 31, 2023Sep 30, 2024Dec 31, 2024Dec 31, 2023
(in thousands, except per share amounts)
Revenue$713,450 $654,629 $679,811 $2,661,161 $2,424,706 
Cost of services and products571,513 549,000 548,849 2,175,667 2,025,735 
Gross margin141,937 105,629 130,962 485,494 398,971 
Selling, general and administrative expense64,057 58,179 59,629 239,224 217,643 
Operating income (loss)77,880 47,450 71,333 246,270 181,328 
Interest income3,407 3,081 3,275 12,124 15,425 
Interest expense(9,741)(7,921)(9,456)(37,917)(36,523)
Equity in income (losses) of unconsolidated affiliates142 445 323 929 2,061 
Other income (expense), net(2,862)3,564 3,133 3,510 (1,236)
Income (loss) before income taxes68,826 46,619 68,608 224,916 161,055 
Provision (benefit) for income taxes 12,727 2,090 27,371 77,448 63,652 
Net Income (Loss)$56,099 $44,529 $41,237 $147,468 $97,403 
Weighted average diluted shares outstanding102,140 102,366 102,613 102,369 102,156 
Diluted earnings (loss) per share$0.55 $0.43 $0.40 $1.44 $0.95 
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.
5

SEGMENT INFORMATION
For the Three Months EndedFor the Year Ended
Dec 31, 2024Dec 31, 2023Sep 30, 2024Dec 31, 2024Dec 31, 2023
($ in thousands)
Subsea Robotics
Revenue$212,190 $199,505 $215,715 $829,822 $752,521 
Operating income (loss)$63,526 $50,594 $65,698 $235,211 $174,293 
Operating income (loss) %30 %25 %30 %28 %23 %
ROV days available23,000 23,000 23,000 91,500 91,250 
ROV days utilized15,211 15,682 15,796 61,382 61,874 
ROV utilization66 %68 %69 %67 %68 %
Manufactured Products
Revenue$142,999 $132,994 $143,734 $555,500 $493,692 
Operating income (loss)$4,163 $5,435 $11,278 $43,000 $35,551 
Operating income (loss) %3 %4 %8 %8 %7 %
Backlog at end of period$604,000 $622,000 $671,000 $604,000 $622,000 
Offshore Projects Group
Revenue$184,386 $161,239 $147,539 $591,037 $546,366 
Operating income (loss)$39,313 $15,155 $20,294 $73,699 $64,546 
Operating income (loss) %21 %9 %14 %12 %12 %
Integrity Management & Digital Solutions
Revenue$75,062 $65,977 $73,622 $291,866 $255,282 
Operating income (loss)$2,025 $3,205 $714 $9,827 $13,373 
Operating income (loss) %3 %5 %1 %3 %5 %
Aerospace and Defense Technologies
Revenue$98,813 $94,914 $99,201 $392,936 $376,845 
Operating income (loss)$9,930 $11,010 $12,219 $42,201 $45,003 
Operating income (loss) %10 %12 %12 %11 %12 %
Unallocated Expenses
Operating income (loss)$(41,077)$(37,949)$(38,870)$(157,668)$(151,438)
Total
Revenue$713,450 $654,629 $679,811 $2,661,161 $2,424,706 
Operating income (loss)$77,880 $47,450 $71,333 $246,270 $181,328 
Operating income (loss) %11 %7 %10 %9 %7 %
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.
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SELECTED CASH FLOW INFORMATION
For the Three Months EndedFor the Year Ended
Dec 31, 2024Dec 31, 2023Sep 30, 2024Dec 31, 2024Dec 31, 2023
(in thousands)
Capital Expenditures, including Acquisitions$61,023 $34,045 $24,886 $134,285 $100,726 
Depreciation and Amortization:
Energy Services and Products
Subsea Robotics$12,049 $13,264 $12,076 $48,916 $54,365 
Manufactured Products2,979 3,096 3,061 12,452 12,220 
Offshore Projects Group5,033 6,921 5,399 22,451 27,956 
Integrity Management & Digital Solutions1,615 902 1,348 6,025 3,608 
Total Energy Services and Products21,676 24,183 21,884 89,844 98,149 
Aerospace and Defense Technologies705 619 696 2,620 2,504 
Unallocated Expenses2,761 695 2,683 10,979 4,307 
 Total Depreciation and Amortization$25,142 $25,497 $25,263 $103,443 $104,960 
 
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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 and Free Cash Flow 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. Due to the forward-looking nature of EBITDA for the first quarter of 2025 and for the full year of 2025, we cannot reliably predict certain of the necessary line-items for the reconciliations to net income and, accordingly, have excluded them. 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.
8

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
Dec 31, 2024Dec 31, 2023Sep 30, 2024
Net Income (Loss)Diluted EPSNet Income (Loss)Diluted EPSNet Income (Loss)Diluted EPS
(in thousands, except per share amounts)
Net income (loss) and diluted EPS as reported in accordance with GAAP$56,099 $0.55 $44,529 $0.43 $41,237 $0.40 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses2,789 (2,275)(424)
Total pre-tax adjustments2,789 (2,275)(424)
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods77 851 603 
Discrete tax items:
    Share-based compensation(9)(58)(2)
    Uncertain tax positions2,744 (2,036)(1,178)
    Valuation allowances(24,058)(20,350)(1,759)
    Other(182)(1,230)(1,247)
Total discrete tax adjustments(21,505)(23,674)(4,186)
Total of adjustments(18,639)(25,098)(4,007)
Adjusted Net Income (Loss)$37,460 $0.37 $19,431 $0.19 $37,230 $0.36 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)102,140 102,366 102,613 
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Year Ended
 Dec 31, 2024Dec 31, 2023
  Net Income (Loss)Diluted EPSNet Income (Loss)Diluted EPS
(in thousands, except per share amounts)
Net income (loss) and diluted EPS as reported in accordance with GAAP  $147,468 $1.44 $97,403 $0.95 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses (866)1,359 
Total pre-tax adjustments (866)1,359 
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods 1,540 (837)
Discrete tax items:
Share-based compensation (1,985)(1,428)
Uncertain tax positions 3,123 15,441 
Valuation allowances (20,726)(16,099)
Other (11,410)(13,890)
Total discrete tax adjustments (30,998)(15,976)
Total of adjustments (30,324)(15,454)
Adjusted Net Income (Loss)  $117,144 $1.14 $81,949 $0.80 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)  102,369 102,156 




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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins
For the Three Months EndedFor the Year Ended
Dec 31, 2024Dec 31, 2023Sep 30, 2024Dec 31, 2024Dec 31, 2023
($ in thousands)
 
Net income (loss)$56,099 $44,529 $41,237 $147,468 $97,403 
Depreciation and amortization25,142 25,497 25,263 103,443 104,960 
Subtotal81,241 70,026 66,500 250,911 202,363 
Interest expense, net of interest income6,334 4,840 6,181 25,793 21,098 
Amortization included in interest expense(1,555)460 (1,537)(6,075)574 
Provision (benefit) for income taxes 12,727 2,090 27,371 77,448 63,652 
EBITDA98,747 77,416 98,515 348,077 287,687 
Adjustments for the effects of:
Foreign currency (gains) losses2,789 (2,275)(424)(866)1,359 
Total of adjustments2,789 (2,275)(424)(866)1,359 
Adjusted EBITDA$101,536 $75,141 $98,091 $347,211 $289,046 
Revenue$713,450 $654,629 $679,811 $2,661,161 $2,424,706 
EBITDA margin %14 %12 %14 %13 %12 %
Adjusted EBITDA margin %14 %11 %14 %13 %12 %



Free Cash Flow
For the Three Months EndedFor the Year Ended
Dec 31, 2024Dec 31, 2023Sep 30, 2024Dec 31, 2024Dec 31, 2023
(in thousands)
Net Income (loss)$56,099 $44,529 $41,237 $147,468 $97,403 
Non-cash adjustments:
Depreciation and amortization25,142 25,497 25,263 103,443 104,960 
Other non-cash (8,575)(22,486)7,440 3,291 (13,370)
Other increases (decreases) in cash from operating activities55,711 105,275 17,991 (50,988)20,962 
Cash flow provided by (used in) operating activities128,377 152,815 91,931 203,214 209,955 
Purchases of property and equipment(33,874)(34,045)(24,886)(107,136)(100,726)
Free Cash Flow$94,503 $118,770 $67,045 $96,078 $109,229 
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
2025 Consolidated EBITDA Estimate
For the Three Months Ending
March 31, 2025
LowHigh
(in thousands)
Income (loss) before income taxes$49,000 $57,000 
Depreciation and amortization25,000 26,000 
Subtotal74,000 83,000 
Interest expense, net of interest income6,000 7,000 
Consolidated EBITDA$80,000 $90,000 
  
For the Year Ending
December 31, 2025
LowHigh
(in thousands)
Income (loss) before income taxes$254,000 $295,000 
Depreciation and amortization100,000 105,000 
Subtotal354,000 400,000 
Interest expense, net of interest income26,000 30,000 
Consolidated EBITDA$380,000 $430,000 
  
2025 Free Cash Flow Estimate
For the Year Ending
December 31, 2025
LowHigh
(in thousands)
Net income (loss)$160,000 $190,000 
Depreciation and amortization100,000 105,000 
Other increases (decreases) in cash from operating activities(20,000)(25,000)
Cash flow provided by (used in) operating activities240,000 270,000 
Purchases of property and equipment(130,000)(140,000)
Free Cash Flow$110,000 $130,000 
  
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended December 31, 2024
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$63,526$4,163$39,313$2,025$9,930$(41,077)$77,880
Adjustments for the effects of:
Depreciation and amortization12,0492,9795,0331,6157052,76125,142
Other pre-tax—————(4,275)(4,275)
EBITDA75,5757,14244,3463,64010,635(42,591)98,747
Adjustments for the effects of:
Foreign currency (gains) losses—————2,7892,789
Total of adjustments—————2,7892,789
Adjusted EBITDA$75,575$7,142$44,346$3,640$10,635$(39,802)$101,536
Revenue$212,190$142,999$184,386$75,062$98,813$713,450
Operating income (loss) % as reported in accordance with GAAP30 %3 %21 %3 %10 %11 %
EBITDA Margin36 %5 %24 %5 %11 %14 %
Adjusted EBITDA Margin36 %5 %24 %5 %11 %14 %
For the Three Months Ended December 31, 2023
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$50,594$5,435$15,155$3,205$11,010$(37,949)$47,450
Adjustments for the effects of:
Depreciation and amortization13,2643,0966,92190261969525,497
Other pre-tax—————4,4694,469
EBITDA63,8588,53122,0764,10711,629(32,785)77,416
Adjustments for the effects of:
Foreign currency (gains) losses—————(2,275)(2,275)
Total of adjustments—————(2,275)(2,275)
Adjusted EBITDA$63,858$8,531$22,076$4,107$11,629$(35,060)$75,141
Revenue$199,505$132,994$161,239$65,977$94,914$654,629
Operating income (loss) % as reported in accordance with GAAP25 %4 %9 %5 %12 %7 %
EBITDA Margin32 %6 %14 %6 %12 %12 %
Adjusted EBITDA Margin32 %6 %14 %6 %12 %11 %
`
13

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
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ 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 amortization12,0763,0615,3991,3486962,68325,263
Other pre-tax—————1,9191,919
EBITDA77,77414,33925,6932,06212,915(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 GAAP30 %8 %14 %1 %12 %10 %
EBITDA Margin36 %10 %17 %3 %13 %14 %
Adjusted EBITDA Margin36 %10 %17 %3 %13 %14 %




14

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Year Ended December 31, 2024
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$235,211$43,000$73,699$9,827$42,201$(157,668)$246,270
Adjustments for the effects of:
Depreciation and amortization48,91612,45222,4516,0252,62010,979103,443
Other pre-tax—————(1,636)(1,636)
EBITDA284,12755,45296,15015,85244,821(148,325)348,077
Adjustments for the effects of:
Foreign currency (gains) losses—————(866)(866)
Total of adjustments—————(866)(866)
Adjusted EBITDA$284,127$55,452$96,150$15,852$44,821$(149,191)$347,211
Revenue$829,822$555,500$591,037$291,866$392,936$2,661,161
Operating income (loss) % as reported in accordance with GAAP28 %8 %12 %3 %11 %9 %
EBITDA Margin34 %10 %16 %5 %11 %13 %
Adjusted EBITDA Margin34 %10 %16 %5 %11 %13 %
For the Year Ended December 31, 2023
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$174,293 $35,551 $64,546 $13,373 $45,003 $(151,438)$181,328 
Adjustments for the effects of:
Depreciation and amortization54,365 12,220 27,956 3,608 2,504 4,307 104,960 
Other pre-tax— — — — — 1,399 1,399 
EBITDA228,658 47,771 92,502 16,981 47,507 (145,732)287,687 
Adjustments for the effects of:
Foreign currency (gains) losses— — — — — 1,359 1,359 
Total of adjustments— — — — — 1,359 1,359 
Adjusted EBITDA$228,658 $47,771 $92,502 $16,981 $47,507 $(144,373)$289,046 
Revenue$752,521 $493,692 $546,366 $255,282 $376,845 $2,424,706 
Operating income (loss) % as reported in accordance with GAAP23 %7 %12 %5 %12 %7 %
EBITDA Margin30 %10 %17 %7 %13 %12 %
Adjusted EBITDA Margin30 %10 %17 %7 %13 %12 %
15

16
v3.25.0.1
Document and Entity Information Document
Feb. 19, 2025
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 Feb. 19, 2025
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