8-K

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): January 6, 2022

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.)
11911 FM 529	Houston,	TX	77041
(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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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 8.01    Other Events.

On January 6, 2022, Oceaneering International, Inc. issued a press release regarding contract updates in its Integrity Management and Digital Solutions segment. The press release is being filed as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated January 6, 2022.
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:	January 6, 2022	By:	/s/ ALAN R. CURTIS
			Alan R. Curtis
			Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Oceaneering’s Integrity Management and Digital Solutions Segment

Announces Fourth Quarter 2021 Contracts Exceeding $80 Million

Houston, January 06, 2022 - Oceaneering International, Inc. (NYSE:OII) announces that it has been awarded multiple contracts for its Integrity Management and Digital Solutions (IMDS) segment with over $80 million booked in the fourth quarter of 2021. The majority of these bookings, which are primarily with major offshore operators, represent renewals of existing agreements, with durations ranging from one to four years.

The scopes of work for these contracts include risk, reliability and maintenance engineering services, inspection services for onshore and offshore projects, and energy and maritime intelligence software services.The sites covered by these contracts include ports & terminals, nuclear power plants, LNG terminals, oil & gas production facilities, and bulk cargo vessels, primarily in Australia, Norway, UK, and Brazil.

These fourth quarter bookings also complete a successful year for IMDS, in which more than $300 million in new bookings were obtained.This level of bookings provides significant support to Oceaneering’s expectation for continued growth of value-based solutions within its IMDS businesses in 2022.

Rod Larson, President and Chief Executive Officer, stated, "Recognition of the quality in Oceaneering’s IMDS brand continues, as evidenced by the fourth quarter and full year 2021 awards. Our value proposition allows customers to make timely and evidence-based decisions derived from our integrated service offerings of advanced asset integrity and data analytics.These new bookings increase our confidence for continued growth in this segment, which is integral to achieving our previously guided EBITDA expectations for 2022. I am proud of Kishore Sundararajan, Senior Vice President of IMDS, and his entire team for the hard work they are doing to grow and transform this segment of our company."

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: the dollar amounts of the fourth quarter and full year of 2021 contract bookings by Oceaneering’s IMDS segment, to the extent such bookings may be an indicator of future revenue, profitability or cash flows; the durations of contracts; Oceaneering’s expectation for continued growth of value-based solutions within its IMDS businesses in 2022; and Oceaneering’s confidence with respect to that expectation, which is integral to achieving its previously guided EBITDA expectations for 2022. 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. These include, among other factors, risks and uncertainties related to counterparty performance under contracts and market conditions and other economic factors affecting Oceaneering's business. 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.

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Oceaneering is a global provider of engineered services and products, primarily to the offshore energy industry. Through the use of its applied technology expertise, Oceaneering also serves the defense, aerospace, robotic and entertainment industries.

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

Contacts:

Mark Peterson

Vice President, Corporate Development and Investor Relations

Oceaneering International, Inc.

713-329-4507

investorrelations@oceaneering.com

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XML

Document and Entity Information Document	Jan. 06, 2022
Entity Information [Line Items]
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Document Type	8-K
Document Period End Date	Jan. 06, 2022
Entity Registrant Name	OCEANEERING INTERNATIONAL INC
Entity Central Index Key	0000073756
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10945
Entity Tax Identification Number	95-2628227
Entity Address, Address Line One	11911 FM 529
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77041
City Area Code	713
Local Phone Number	329-4500
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Entity Emerging Growth Company	false
NEW YORK STOCK EXCHANGE, INC. [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.25 per share
Trading Symbol	OII
Security Exchange Name	NYSE