Oceaneering International, Inc. (OII) 2018年年度報告「NYSE」.pdf

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1、ANNUAL REPORT2018Oceaneering 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,mobile robotics,and theme park industries.At year end,Oceaneering employed

2、 approximately 8,600 people.Advanced TechnologiesWe provide engineering and related manufacturing,principally to U.S.government agencies and their prime contractors in defense and space exploration activities.The commercial business unit offers turnkey ride system solutions to the theme park industr

3、y and automated guided vehicle solutions to a variety of industries.Remotely Operated VehiclesWe provide tethered submersible vehicles remotely operated from the surface(ROVs)to customers in the offshore energy industry for drilling support,production facility inspection,maintenance and repair,insta

4、llation and construction support,pipeline inspection,seabed surveys,decommissioning,and renewable energy field developments.At the end of 2018,our fleet of 275 ROVs was estimated to represent approximately 25%of the industrys work-class vehicles.We believe we were the foremost provider of ROV servic

5、es to the offshore energy industry for drilling support and vessel-based ROV services in 2018.Subsea ProductsOur Subsea Products segment consists of two business units:manufactured products;and service and rental.Manufactured products includes the manufacture and sale of production control umbilical

6、s and specialty subsea hardware.Service and rental includes tooling,subsea work systems,and installation and workover control systems,which we design,build,and operate as a service.Subsea works systems include solutions for well stimulation,flowline remediation,and riserless light well intervention.

7、Subsea ProjectsWe provide project management,survey,subsea installation,inspection,maintenance,and repair services,as well as route clearance and trenching services principally in the U.S.Gulf of Mexico,offshore of Angola,and in the North Sea.We support:deepwater projects with dynamically positioned

8、 vessels that have our ROVs,survey systems,and tooling on board;and shallow water projects with our manned diving operations,utilizing diving support vessels,traditional diving techniques,and saturation diving systems.Asset IntegrityWe provide asset integrity management,integrity engineering,corrosi

9、on management,specialist inspection,and non-destructive testing services,principally to customers in the oil and gas,power generation,and petrochemical industries.We perform these services at facilities onshore and topside offshore.About the cover:Our Magnum Plus ROV,undertaking cable lay operations

10、 and construction support during installation of jacket foundations on a renewable energy project in the North Sea.OCEANEERING AT A GLANCEOceaneering International,Inc.In 2018 we adopted a new mission statement.It was developed through discussions with our employees around the globe.We Solve the Uns

11、olvable.I feel this statement is especially appropriate,as we continue to find new ways of working to make Oceaneering,our customers,and our shareholders successful in a dynamic and challenging energy market.A few examples of what this can-do spirit achieved in 2018 are:We achieved record operating

12、performance in our Advanced Technologies segment,due largely to significant growth in our entertainment business;We entered into our first E-ROV contract to provide a resident,battery-powered remotely operated vehicle to support subsea inspection,maintenance and repair activities;We secured meaningf

13、ul contracts in our Subsea Products segment,allowing us to reach a book-to-bill ratio of 1.1 for the year;We expanded our service offerings in Brazil by securing a contract to supply and operate three drill pipe riser systems for intervention and completion operations;We acquired Ecosse Subsea,allow

14、ing us to leverage our existing ROV and Survey businesses and increase our participation in the offshore renewables market;We continued to develop new robotics and automation solutions,as highlighted by our ROV advances and enhanced entertainment offerings;and We refinanced our$300 million term loan

15、,extending our nearest debt maturity to late 2024,and extended our revolving credit facility,with$500 million now available until November 2021 and$450 million available until January 2023.As we look to 2019,a number of macro data points are forecasting increased offshore activity.A market research

16、group1 is projecting that as many as 25 major projects in water depths greater than 400 meters will reach a final investment decision in 2019;up from fewer than 10 in 2018.Also,many industry analysts are expecting increases in offshore spending,the floating rig count,and tree awards in 2019,based on

17、 expectations of stabilized Brent crude pricing in the range of$55 to$65 per barrel.These improving market trends support our expectation that our 2019 financial results will improve year over year with growing activity across all of our segments.Overall,we anticipate our energy segments to generate

18、 improved yearly results,led by our Subsea Products segment.We also anticipate growth in our non-energy segment,with improved results expected from both our government and commercial businesses.While we are encouraged by improving market dynamics,it is imperative that we preserve and improve our fin

19、ancial position,so that we are ready to support increased activity as the time comes.We are committed to safely managing our business with the expectation of generating positive free cash flow in 2019 and strengthening our liquidity position.We will be focused on further controlling our costs,drivin

20、g enhanced levels of efficiency and performance,and closely scrutinizing maintenance and growth capital expenditures.As a result,we expect to have ample resources and flexibility to address future opportunities to improve our returns.I am proud to be leading Oceaneering during these exciting times,a

21、nd I am confident that our proven ability to solve the unsolvable will allow us to remain well positioned to prosper in the evolving markets we serve.Of course,success along this journey is not possible without the dedication of our employees and management,so I thank these individuals who have work

22、ed tirelessly to adapt and reshape our company over the last four years.Finally,I thank our shareholders for their continued support of Oceaneering.(1)Wood Mackenzie,Q4 2018 pre-FID Upstream Project Tracker,February 26,2019Roderick A.Larson President and Chief Executive OfficerLETTER TO SHAREHOLDERS

23、2018 Annual Report2018 Annual Report on Form 10-KOceaneering International,Inc.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31,2018ORTRANSITION REPORT P

24、URSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from to Commission file number 1-10945_OCEANEERING INTERNATIONAL,INC.(Exact name of registrant as specified in its charter)7228262-59erawaleD(State or other jurisdiction ofincorporation or organization)(I.R.

25、S.EmployerIdentification No.)11911 FM 52914077saxeT,notsuoH)edoCpiZ()seci ffoevi tucexelapicnirpfosserddA(Registrants telephone number,including area code:(713)329-4500Securities registered pursuant to Section 12(b)of the Act:Title of each className of each exchange on which registeredggegnahcxEkcot

26、SkroYweNeulavrap52.0$,kcotSnommoCSecurities registered pursuant to Section 12(g)of the Act:None_Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in r rRule 405 of the SecuritiesAct.Yes Y Y NoIndicate by check mark if the registrant is not required to file reports p

27、ursuant to Section 13 or Section 15(d)of the Act.Yes Y Y NoIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was require

28、d to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes Y Y NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)dur

29、ing the preceding 12-months(or for such shorter period that the registrant was required to submit such files).Yes Y Y No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained herein,and will not be contained,to the b

30、est of registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Yes Y Y NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a

31、 smaller reporting company.See definitions of large accelerated filer,accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate

32、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 toSection 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of

33、 the ExchangeAct).Yes NoAggregate market value of the voting stock held by nonaffiliates of the registrant computed by reference to the closing price of$25.46 of the Common Stock on the New York Stock Exchange as of June 29,2018,the lastbusiness day of the registrants most recently completed second

34、quarter:$2.5 billionNumber of shares of Common Stock outstanding at February 22,2019:98,838,122.Documents Incorporated by Reference:Portions of the proxy statement relating to the registrants 2019 annual meeting of shareholders,to be filed onor before April 30,2019 pursuant to Regulation 14A of the

35、Securities Exchange Act of 1934,are incorporated by reference to the extent set forth in Part III,Items 10-14 of this report.1Oceaneering International,Inc.Form 10-KTable of ContentsPart IItem 1.BusinessCautionary Statement Concerning Forward-Looking StatementsExecutive Officers of the RegistrantIte

36、m 1ARisk FactorsItem 1B.Unresolved Staff CommentsItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresPart IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.Selected Financial DataItem 7.Managements Discussion

37、and Analysis of Financial Condition and Results of OperationsItem 7AQuantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9AControls and ProceduresIte

38、m 9B.Other InformationPart IIIItem 10.Directors,Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder MattersItem 13.Certain Relationships and Related Transactions,and Director Independen

39、ceItem 14.Principal Accounting Fees and ServicesPart IVItem 15.Exhibits,Financial Statement SchedulesSignaturesIndex to Financial Statements and SchedulesReport of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of

40、Comprehensive Income(Loss)Consolidated Statements of Cash FlowsConsolidated Statements of EquityNotes to Consolidated Financial StatementsSelected Quarterly Financial Data(unaudited)2PART IItem 1.Business.GENERAL DEVELOPMENT OF BUSINESSOceaneering International,Inc.is a global provider of engineered

41、 services and products,primarily to the offshore oil and gas industry.Oceaneering also serves the offshore renewables,defense,aerospace and commercial theme park industries.Oceaneering was organized as a Delaware corporation in 1969 out of the combination of three diving service companies founded in

42、 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.We believe we are one of the worlds largest underwater services contractors.The services and products we

43、provide to the energy industry include remotely operated vehicles,specialty subseahardware,engineering and project management,subsea intervention services,including manneddiving,survey and positioning services,seabed preparation and asset integrity and nondestructivetesting services.Our foreign oper

44、ations,principally in the North Sea,Africa,Brazil,Australia andAsia,accounted for approximately 50%of our revenue,or$1.0 billion,for the year endedDecember 31,2018.Our business segments are contained within two businesses services and products providedprimarily to the oil and gas industry,and to a l

45、esser extent,the offshore renewables industry(Energy Services and Products)and services and products provided to non-energy industries(Advanced Technologies).Our four business segments within the Energy Services and Productsbusiness are Remotely Operated Vehicles(ROVs),Subsea Products,Subsea Project

46、s and Asset Integrity.We report our Advanced Technologies business as one segment.Unallocated Expensesare 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 asother

47、 general expenses.Energy Services and Products.The primary focus of our Energy Services and Products businessover the last several years has been toward increasing our asset base and capabilities for providingservices and products for offshore operations and subsea completions.In recent years,we hav

48、efocused on increasing our service and product offerings toward our oil and gas customers operating expenses and the offshore renewable energy market.During the past ten years,we have acquired businesses to expand and complement our service andproduct offerings.These include:a Canadian manufacturer

49、of clamp connectors,check valves and universal ball joints;a Norwegian-based provider of inspection,maintenance,subsea engineering and field operations services,principally to the oil and gas industry;a Norwegian rental provider of specialized subsea dredging equipment,including ROV-deployed units,t

50、o the offshore oil and gas industry;a Norwegian oilfield technology company specializing in providing subsea tooling services andplugging,abandonment and decommissioning of offshore oil and gas production platformsand subsea wellheads;a Norwegian design and fabrication company specializing in subsea

51、 tools for the offshore oil and gas industry;a U.S.-based international provider of survey and positioning services;a business that uses ROVs to perform surveys on mobile offshore drilling units and floatingproduction systems that satisfy the underwater inspection in lieu of drydocking(UWILD)require

52、ments of all major classification societies;the assets of a provider of riserless light well intervention services;a majority interest in an Azerbaijani company that supports the provision of ROV and divingservices in the Caspian Sea region;and a U.K.company that builds and operates tools for seabed

53、 preparation,route clearance and trenching for the installation of submarine cables and pipelines.ROVs.We provide ROVs,which are tethered submersible vehicles remotely operated from the surface,to customers in the energy industry for drilling support and vessel-based services,including3subsea hardwa

54、re installation,construction,pipeline inspection,survey and facilities inspection,maintenance and repair.We design and build our new ROVs at in-house facilities,the largest of which is in Morgan City,LA.In 2018,we added six ROVs to our fleet and retired ten.Our work-class ROV fleet size was 275 at D

55、ecember 31,2018,279 at December 31,2017 and 280 at December 31,2016.We have decreased our ROV fleet size over the last four years as a result of lower market demand.Subsea Products.Our Subsea Products segment consists of two business units:(1)manufacturedproducts;and(2)service and rental.Manufacture

56、d products include production control umbilicalsand specialty subsea hardware.Service and rental includes tooling,subsea work systems and installation and workover control systems,which we design and build but operate as a service.We provide various types of subsea umbilicals through our Umbilical S

57、olutions division from plants inthe United States,Scotland and Brazil.Offshore operators use umbilicals to control subsea wellheadhydrocarbon flow rates,monitor downhole and wellhead conditions and perform chemical injection.Subsea umbilicals are also used to provide power and fluids to other subsea

58、 processing hardware,including pumps and gas separation equipment.In 2016,we acquired the assets of Blue Ocean Technologies,LLC,a privately held provider of riserless light well intervention(RLWI)services.Subsea well intervention services are intended to maximize production and increase the recovery

59、 rate from offshore oil and gas reservoirs or,alternatively,prepare wells to be plugged and abandoned.These RLWI systems have the capabilityto perform a wide variety of cost-effective services for well interventions,including well diagnostics,damaged well remediation and workovers,and well plugging

60、and abandonment.Subsea Projects.Our Subsea Projects segment consists of our subsea installation,inspection,diving,maintenance and repair services,principally in the U.S.Gulf of Mexico and offshore Angolaand India,utilizing a fleet consisting of two owned and one chartered dynamically positioned deep

61、water vessels with integrated high-specification work-class ROVs onboard,and four owned shallow water diving and survey vessels,other spot-chartered vessels and other assets.Our ownedvessels are Jones Act-compliant.The dynamically positioned vessels are equipped with thrusters that allow them to mai

62、ntain a constant position at a location without the use of anchors.They are used in the inspection,maintenance and repair of subsea facilities,pipeline or flowline tie-ins,pipeline crossings and installations.These vessels can also carry and install equipment or umbilicalsrequired to bring subsea we

63、ll completions into production(tie-back to production facilities).With our acquisitions of C&C Technologies,Inc.(C&C)in 2015 and Ecosse Subsea Limited(Ecosse)in 2018,further described below,we provide survey services and route clearance and trenching services.We previously had several deepwater vess

64、els under long-term charter.The last of our long termcharters expired in March 2018.With the current market conditions,our philosophy is to attempt tocharter vessels for specific projects on a back-to-back basis with the vessel owners.This generally minimizes our contract exposure by closely matchin

65、g our obligations with our revenue.Unless indicated otherwise,each of the chartered vessels discussed below is a deepwater multiservice subsea support vessel outfitted with two of our high-specification work-class ROVs.In 2012,we moved the chartered vessel Ocean Intervention III to Angola and also c

66、hartered theBourbon Oceanteam 101 to work on a three-year field support vessel services contract for a unit of BP plc.We had extended the charter of the Bourbon Oceanteam 101 to January 2017.However,inearly 2016,the customer exercised its right,under the field support vessel services contract,to ter

67、minate its use of the Bourbon Oceanteam 101 at the end of May 2016.Under the terms of the contract,the costs incurred by us associated with the early release and demobilization of the vessel were reimbursed by the customer.Following the release of the vessel,we redelivered it to the vessel supplier.

68、The charter for the Ocean Intervention III expired at the end of July 2017.Under the field Isupport vessel services contract,which was extended through January 2019 and subsequently renewed under a new contract through January 2022,we are continuing to supply project management and engineering servi

69、ces.We also provide ROV tooling and asset integrity services asrequested by the customer.Chartered vessels and barges are provided to the customer upon request.4In March 2013,we commenced a five-year bareboat charter for a Jones Act-compliant multiservicesupport vessel,the Ocean Alliance,we have bee

70、n using in the U.S.Gulf of Mexico.In January 2015,we commenced a two-year contract with a customer for the use of the Ocean Alliance which expiredin January 2017.We returned the Ocean Alliance to the vessel owner in the first quarter of 2018 andcontinue to market the vessel,now renamed Cade Candies,

71、for spot market work in the U.S.Gulf of Mexico on a back-to-back basis with the owner.In December 2013,we commenced a three-year charter for the Normand Flower,a multiservicesubsea marine support vessel.We made modifications to the vessel and used the vessel in the U.S.Gulf of Mexico to perform insp

72、ection,maintenance and repair projects and hardware installations.InDecember 2016,we declined our option to extend the charter and the vessel was released.In November 2015,we commenced a two-year charter for the use of the Island Pride,a multiservicesubsea marine support vessel.We used the vessel un

73、der a two-year contract to provide field support services off the coast of India for an oil and gas customer based in India.InNovember 2017,that field services contract expired and we declined our option to extend the vessel charter.We also charter or lease vessels on a short-term basis as necessary

74、 to augment our fleet.In 2010,we acquired a vessel,which we renamed the Ocean Patriot,and we have converted it to adynamically positioned saturation diving and ROV service vessel.We installed a 12-man saturation(SAT)diving system and one work-class ROV on the vessel,and we placed the vessel into ser

75、vice in December 2011.During the third quarter of 2013,we signed an agreement with a shipyard for the construction of a subsea support vessel,to be named the Ocean Evolution.We expect to take delivery in the firstquarter and place the vessel into service in the second quarter of 2019.We intend for t

76、he vessel to be U.S.flagged and documented with a coastwise endorsement by the U.S.Coast Guard.The vessel has an overall length of 353 feet,a Class 2 dynamic positioning system,accommodations for 110 personnel,a helideck,a 250-ton active heave-compensated crane,a working moonpool,and two of our high

77、 specification 4,000 meter work-class ROVs.The vessel is also equipped with a satellitecommunications system capable of transmitting streaming video for real-time work observation byshore personnel.We anticipate the vessel will be used to augment our ability to provide subsea intervention services i

78、n the U.S.Gulf of Mexico.These services are required to perform inspection,maintenance and repair projects and hardware installations.In 2015,we acquired C&C,now known as Oceaneering Survey Services,for approximately$224 million.Our survey business is a global provider of ocean-bottom mapping servic

79、es,utilizing customized autonomous underwater vehicles,and provides marine construction surveys for both surface and subsea assets,as well as satellite-based positioning services for drilling rigs and seismicand construction vessels.It also provides near-shore survey services along the U.S.Gulf Coas

80、t and in Mexico,and performs shallow water conventional geophysical surveys in the U.S.Gulf of Mexico.In March 2018,we acquired Ecosse for approximately$68 million.Ecosse builds and operates seabed preparation,route clearance and trenching tools for submarine cables and pipelines on an integrated ba

81、sis that includes vessels,ROVs and survey services.Enabling technologies acquired in the transaction include Ecosses modular seabed system,capable of completing the entire trenching work scope(route preparation,boulder clearance,trenching and backfill),and its newly developed trenching system.These

82、systems primarily serve the shallow water offshore renewables market.Asset Integrity.Through our Asset Integrity division,we provide asset integrity management,corrosion management,inspection,and non-destructive testing services,principally to customers in the oil and gas,power generation,and petroc

83、hemical industries.We perform these services on bothonshore and offshore facilities,both topside and subsea.General.During the last five years,we have also made several small acquisitions to add complementary technology or niche markets.We intend to continue our strategy of acquiring,as opportunitie

84、s arise,additional assets or businesses,to improve our market position or expand intorelated service and product lines.5Advanced Technologies.Our Advanced Technologies segment consists of two business units:(1)government;and(2)commercial.Government services and products include engineering and relat

85、ed manufacturing in defense and space exploration activities,principally to U.S.Government agencies and their prime contractors.Our commercial business unit offers a turnkey solution that includesprogram management,engineering design,fabrication/assembly and installation to the commercialtheme park

86、industry and mobile robotics solutions including automated guided vehicle technology to a variety of industries.DESCRIPTION OF BUSINESSEnergy Services and ProductsOur Energy Services and Products business consists of ROVs,Subsea Products,Subsea Projects andAsset Integrity.ROVs.ROVs are tethered subm

87、ersible 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 inspection,maintenance and repair,installation and construction support,pipeline inspection and surveys,and subsea product

88、ion facility operation and maintenance.Work-class ROVs are outfitted with manipulators,sonar and video cameras,and can operate specializedtooling packages and other equipment or features to facilitate the performance of specificunderwater tasks.At December 31,2018,we owned 275 work-class ROVs.We bel

89、ieve we operatethe largest fleet of ROVs in the world.We also believe we are the industry leader in providing ROV services for drill support,with an estimated 62%market share at the end of 2018.ROV revenue:AmountPercent of TotalRevenue(in thousands)2018$394,80121%2017393,65521%2016522,12123%Subsea P

90、roducts.We construct a variety of specialty subsea hardware and provide related services.These include:various types of subsea umbilicals utilizing steel tubes and thermoplastic hoses,along with termination assemblies;tooling,ROV tooling and subsea work packages;production control equipment;installa

91、tion and workover control systems(IWOCS);riserless light well intervention services clamp connectors;pipeline connector and repair systems;subsea and topside control valves;and subsea chemical injection valves.Offshore well operators use subsea umbilicals and production control equipment to control

92、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.ROV tooling provides an additional operationalinterface between

93、 an ROV and permanently installed equipment located on the sea floor.Riserless light well intervention services,IWOCS and subsea work packages facilitate well and associated equipment intervention for the purposes of flow remediation and well stimulation.6Subsea Products revenue:AmountPercent of Tot

94、alRevenue(in thousands)2018$515,00027%2017625,51333%2016692,03030%Subsea Projects.We perform subsea oilfield hardware installation and inspection,maintenance and repair services.We provide seabed preparation,route clearance and trenching services for submarine cables in renewable energy markets.We s

95、ervice offshore projects with dynamically positioned vessels that typically have Oceaneering ROVs onboard.We service shallow water projectswith our manned diving operation utilizing dive support vessels and saturation diving systems.We perform subsea intervention and hardware installation services,p

96、rincipally in the U.S.Gulf of Mexico,offshore Angola and offshore India from multiservice vessels that have Oceaneering ROVs onboard.These services include:subsea well tie-backs;pipeline/flowline tie-ins and repairs;pipeline crossings;umbilical and other subsea equipment installations;subsea interve

97、ntion;andinspection,maintenance and repair activities.We service oil and gas industry shallow water projects in the U.S.Gulf of Mexico and offshore Angola with our manned diving operation utilizing the traditional diving techniques of air,mixed gas and saturation diving,all of which use surface-supp

98、lied breathing gas.We supply our diving services from four owned diving support vessels and other vessels and facilities.We do not use traditional diving techniques in water depths greater than 1,000 feet.We also provide survey services and route clearance and trenching services.Subsea Projects reve

99、nue:AmountPercent of TotalRevenue(in thousands)2018$329,16317%2017291,99315%2016472,97921%Asset Integrity.Through our Asset Integrity division,we offer a wide range of asset integrity services to customers worldwide to help ensure the safety of their facilities onshore and offshore,whilereducing the

100、ir 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.

101、In the 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 andoffshore.Asset Integrity rev

102、enue:AmountPercent of TotalRevenue(in thousands)2018$253,88613%2017236,77812%2016275,39712%Advanced TechnologiesOur Advanced Technologies segment provides engineering services and manufacturing to the U.S.Department of Defense,NASA and major government contractors.We also provide integrated mobile r

103、obotic system solutions to domestic and international theme parks,automotive manufacturers and retail warehousing.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 segments la

104、rgest customer is the U.S.Navy,for whom we perform 7engineering services,prototype design building services and repair and maintenance services on submarines and surface ships.We provide support for the U.S.Navy,including underwater operations,data analysis,the design anddevelopment of new underwate

105、r tools and systems,and the development of the control software to operate those systems.We also install and maintain mechanical systems for the Navys submarinesand surface ships.We support space exploration and technology development by providing our products and services to NASA and aerospace cont

106、ractors.Our U.S.Navy and NASA-related activities substantially depend on continued government funding.For commercial markets,we provide engineering services and we manufacture patented motion-based“dark ride”vehicle systems and innovative customized robotic and mechanical solutions to the commercial

107、 theme park industry.For automotive manufacturers and retail warehousing markets,wedevelop,implement and maintain innovative,turnkey logistic solutions based on automated guidedvehicle technology.Our commercial-related products and services are sold into both domestic and international markets.Advan

108、ced Technologies revenue:AmountPercent of TotalRevenue(in thousands)2018$416,63222%2017373,56819%2016309,07614%MARKETINGEnergy Services and Products.Oil and gas exploration and development expenditures fluctuatefrom year to year.In particular,budgetary approval for more expensive drilling and produc

109、tion indeepwater,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.In recent years,we have focused on increasing our service and product offerings toward our oil and gascustome

110、rs operating expenses and the offshore renewable energy market.We market our ROVs,Subsea Products,Subsea Projects and Asset Integrity services and products to domestic,international and foreign national oil and gas companies engaged in offshore exploration,development and production.We also provide

111、services and products as a subcontractor to other oilfield service companies operating as prime contractors.Customers for these services typically award contracts on a competitive-bid basis.These contracts are typically less than one year in duration,although we enter into multi-year contracts from

112、time to time.In connection with the services we perform in our Energy Services and Products business,wegenerally seek contracts that compensate us on a dayrate basis.Under dayrate contracts,thecontractor provides the ROV,vessel or equipment and the required personnel to operate the unit andcompensat

113、ion 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

114、 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,adverseweather or water conditions or other conditions beyond the contractors control.Contracts for our product sales are generally for a fixe

115、d price.Advanced Technologies.We market our engineered products and services primarily to U.S.Government agencies and their prime contractors in defense and space exploration activities,and todomestic and international theme park operators,automotive manufacturers and retail warehousing.Major Custom

116、ers.Our top five customers in 2018,2017 and 2016 accounted for 39%,40%and 43%,respectively,of our consolidated revenue.In 2018,2017 and 2016,four of our top fivecustomers were oil and gas exploration and production companies served by our Energy Services and Products business segments,with the other

117、 one being the U.S.Navy or other parts of the U.S.Government,which is served by our Advanced Technologies segment.During 2018,revenue fromone customer,Royal Dutch Shell,accounted for 10%of our total consolidated annual revenue and in8each of 2017 and 2016,revenue from another customer,BP plc and sub

118、sidiaries,accounted for 12%and 18%,respectively,of our total consolidated annual revenue.Although we do not depend on any one customer,the loss of one of our significant customers could,at least on a short-term basis,have an adverse effect on our results of operations and cash flows.RAW MATERIALSMos

119、t of the raw materials we use in our manufacturing operations,such as steel in various forms,copper,electronic components and plastics,are available from many sources.However,somecomponents we use to manufacture subsea umbilicals are available from limited sources.With theexception of certain kinds

120、of steel tube,where we are limited in the number of available suppliers,we can offer alternative materials or technologies in many cases,which depends on the requisite approval of our customers.Currently,we are experiencing limited steel tube availability,due toseveral large project requirements,cou

121、pled with suppliers having reduced capacity during the industry downturn.We believe we have secured sufficient steel tubes to satisfy existing backlog andanticipated orders to be produced in 2019.We believe the situation is temporary and will resolveitself as the industry returns to a more normal ru

122、n rate.COMPETITIONOur businesses operate in highly competitive industry segments.Energy Services and ProductsWe 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 w

123、ell as numerous others operating locally in various areas.We believe that our ability to provide awide range of underwater services and products on a worldwide basis enables us to compete effectively in all phases of the offshore oilfield life cycle.In some cases involving projects thatrequire less

124、sophisticated equipment,small companies have been able to bid for contracts at pricesuneconomical to us.Additionally,in some jurisdictions we are subject to foreign governmentalregulations favoring or requiring the awarding of contracts to local contractors or requiring foreigncontractors to employ

125、citizens of,or purchase supplies from,a particular jurisdiction.Theseregulations may adversely affect our ability to compete.ROVs.We believe we are the worlds largest owner/operator of work-class ROVs employed in energy related operations.At December 31,2018,we owned 275 work-class ROVs,and we estim

126、ate thatthis represented approximately 25%of the work-class ROVs utilized in the oilfield service industry.We compete with several major companies on a worldwide basis and with numerous others operating locally in various areas.Competition for ROV services historically has been based on equipment av

127、ailability,location of or ability to deploy the equipment,quality of service and price.The relative importance of these factorscan vary over time based on market conditions.The ability to develop improved equipment and techniques and to train and retain skilled personnel is also an important competi

128、tive factor in our markets.Demand for ROVs has been decreasing since mid 2014 due to the oil price environment,and our margins have decreased in recent periods due to lower utilization and pricing pressure,asprice has become a more important factor in the current market environment.Subsea Products.T

129、here are many competitors offering specialized products and services.We are one of several companies that compete on a worldwide basis for the provision of steel tube andthermoplastic control umbilicals,and compared to current and forecasted market demand,we are faced with overcapacity in the umbili

130、cal manufacturing market.Subsea Projects.We perform subsea intervention and hardware installation services,principally inthe U.S.Gulf of Mexico,offshore Angola and the North Sea,from multiservice deepwater vessels.We are one of many companies that offer these services.In general,our competitors can

131、move their vessels to where we operate from other locations with relative ease.Our survey and positioning services,along with our seabed preparation,route clearance and trenching services,operate in a 9similar competitive environment.We also have many competitors that supply commercial diving servic

132、es to the oil and gas industry in the U.S.Gulf of Mexico.Asset Integrity.The worldwide asset integrity and inspection markets consist of a wide range of inspection and certification requirements in many industries.We compete in only selected portions of this market.We believe that our broad geograph

133、ic sales and operational coverage,long history of operations,technical reputation,application of various pipeline inspection technologies and accreditation to international quality standards enable us to compete effectively in our selected asset integrity and inspection services market segments.Adva

134、nced TechnologiesEngineering services is a very broad market with a large number of competitors.We compete in specialized areas in which we can combine our extensive program management experience,mechanical engineering expertise and the capability to continue the development of conceptual project de

135、signs into the manufacture of custom equipment for customers.SEASONALITY AND BACKLOGWe generate a material amount of our consolidated revenue from contracts for services in the U.S.Gulf of Mexico in our Subsea Projects segment,which is usually more active in the second and thirdquarters,as compared

136、to the rest of the year.The European operations of our Asset Integritysegment are also seasonally more active in the second and third quarters.Revenue in our ROVsegment is subject to seasonal variations in demand,with our first quarter generally being the low quarter of the year.The level of our ROV

137、 seasonality depends on the number of ROVs we have engaged in vessel-based subsea infrastructure inspection,maintenance,repair and installation,which is more seasonal than drilling support.Revenue in each of our Subsea Products and AdvancedTechnologies segments generally has not been seasonal.The am

138、ounts of backlog orders we believed to be firm as of December 31,2018 and 2017 were as follows(in millions):As of December 31,2018As of December 31,2017Total1+yr*Total1+yr*Energy Services and ProductsROVs$497$219$432$198Subsea Products3329627650Subsea Projects76715338Asset Integrity24887301111Total

139、Energy Services and Products1,1534091,162397Advanced Technologies3125121847Total$1,465$460$1,380$444*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.

140、PATENTS AND LICENSESWe 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 itadvantageous for us to do so.Although in the aggregate our patents and licenses are important tous,we

141、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 theapplication of know-how rather than patents and licenses in the conduct of our operations.10REGULATIONO

142、ur 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

143、 equipment and personnel;marine vessel safety;protection of the environment;workplace health and safety;data privacy;taxation;license requirements for exportation of our equipment and technology;and currency conversion and repatriation.In addition,our Energy Services and Products business primarily

144、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.Theadoption of laws and regulations curtailing offshore exploration and developme

145、nt drilling for oil and gas for economic and other policy reasons would adversely affect our operations by limiting demandfor 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 operation

146、s and properties are subject to a wide variety of increasingly complex and stringentforeign,federal,state and local environmental laws and regulations,including those governingdischarges into the air and water,the handling and disposal of solid and hazardous wastes,theremediation of soil and groundw

147、ater contaminated by hazardous substances and the health and safety of employees.Sanctions for noncompliance may include revocation of permits,correctiveaction orders,administrative or civil penalties and criminal prosecution.Some environmental lawsprovide for strict,joint and several liability for

148、remediation of spills and other releases of hazardous substances,as well as damage to natural resources.In addition,companies may be subject toclaims alleging personal injury or property damage as a result of alleged exposure to hazardous substances.These laws and regulations may also expose us to l

149、iability 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 ComprehensiveEnvironmental Response,Compensation,and Liability

150、Act of 1980,the Clean Air Act,the Clean Water Act,the Resource Conservation and Recovery Act(each,as amended)and similar laws that providefor responses to,and liability for,releases of hazardous substances into the environment.Environmental laws and regulations also include similar foreign,state or

151、local counterparts to theabove-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 an

152、d 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 theenvironment or relating to the protection of the environment has not had a mat

153、erial 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 o

154、ur 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 existingenvironmental laws and regulations.However,future events,such as changes in existing l

155、aws and regulations or their interpretation,more vigorous enforcement policies of regulatory agencies,or stricter or different interpretations of existing laws and regulations,may require additionalexpenditures by us,which may be material.Accordingly,there can be no assurance that we will notincur s

156、ignificant environmental compliance costs in the future.11Our quality management systems are registered as being in conformance with ISO 9001:2015 and cover:all our Energy Services and Products services and products in the United Kingdom(theU.K.)and Norway;our Remotely Operated Vehicle operations in

157、 the U.S.Gulf of Mexico,the U.K.,Norway,Brazil,Canada,the Middle East,Australia and Asia;our Asset Integrity operations in the Western Hemisphere,the Middle East,Australia,theUnited States and Indonesia;our Subsea Projects operations;our Subsea Products segment;and the Oceaneering Space Systems,Ocea

158、neering Technologies,Entertainment and Marine Services units of our Advanced Technologies segment.ISO 9001 is an internationally recognized system for quality management established by the International Standards Organization,and the 2015 edition emphasizes customer satisfaction,riskassessment and c

159、ontinual improvement.EMPLOYEESAs of December 31,2018,we had approximately 8,600 employees.Our workforce varies seasonallyand peaks during the second and third quarters.We consider our relations with our employees to besatisfactory.CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSWe are incl

160、uding the following discussion to inform our existing and potential security holdersgenerally of some of the risks and uncertainties that can affect our company and to take advantageof the safe harbor protection for forward-looking statements that applicable federal securities lawaffords.From time t

161、o 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

162、 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

163、describe astatement 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

164、report in Item 1 Business,Item 2 Properties and Item 3 Legal Proceedingsand in Part II of this report in Item 7 Managements 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 Fin

165、ancial 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 anyobligation to update these statements,and we caution you not to rely unduly on them.We have based these forward-looking statements on our c

166、urrent 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 t

167、o predict and many of which arebeyond our control.These risks,contingencies and uncertainties relate to,among other matters,thefollowing: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 grow

168、th and the supply and demand of offshore drilling rigs;12 decisions about offshore developments to be made by oil and gas exploration,developmentand production companies;decisions about offshore developments to be made by offshore renewables companies;the use of subsea completions and our ability to

169、 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 and the resulting adjustments to our backlog;collections from our

170、customers;the levels of oil and gas production to be processed by the Medusa field production spar platform;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

171、 uncertainties of credit markets;changes in tax laws,regulations and interpretation by taxing authorities;changes in,or our ability to comply with,other laws and governmental regulations,including those relating to the environment;the continued availability of qualified personnel;our ability to obta

172、in raw materials and parts on a timely basis and,in some cases,from limited sources;operating risks normally incident to offshore exploration,development and productionoperations;hurricanes and other adverse weather and sea conditions;cost and time associated with drydocking of our vessels;the highl

173、y competitive nature of our businesses;adverse outcomes from legal or regulatory proceedings;the risks associated with integrating businesses we acquire;the risks associated with the use of complex information technology systems,including cybersecurity risks and the risks associated with failures to

174、 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 businessand the possibilities of civil disturbances,war,other armed con

175、flicts 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 reportor elsewhere by us or on our behalf.We have discussed most of these factors in

176、 more detailelsewhere 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 st

177、atements.We do not intend to update our description of important factors each time a potential importantfactor 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 cauti

178、on and common sense when considering our forward-looking statements.AVAILABLE INFORMATIONOur Web site address is .We make available through this Web site under gInvestor Relations SEC Financial Reports,free of charge,our annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on F

179、orm 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 SEC.In addition,the SEC m

180、aintains a Web site,www.sec.gov,whichcontains reports,proxy and other information statements,and other information regarding issuers that file electronically with the SEC.13We have adopted,and posted on our Web site:our corporate governance guidelines;a code of ethics for our Chief Executive Officer

181、 and Senior Financial Officers;and charters for the Audit,Nominating and Corporate Governance and Compensation Committees of our Board of Directors.EXECUTIVE OFFICERS OF THE REGISTRANTExecutive Officers.The following information relates to our executive officers as of February 22,2019:NAMEAGEPOSITIO

182、NEXECUTIVEOFFICERSINCEEMPLOYEESINCERoderick A.Larson52President and Chief Executive Officer and Director20122012Clyde W.Hewlett64Chief Operating Officer20111988Alan R.Curtis53Senior Vice President and Chief Financial Officer20151995David K.Lawrence59Senior Vice President,General Counsel and Secretar

183、y20122005Stephen P.Barrett61Senior Vice President,Business Development20152015W.Cardon Gerner64Senior Vice President and Chief Accounting Officer20062006William J.Boyle58Senior Vice President,Asset Integrity20162016Philip G.Beierl60Senior Vice President,Advanced Technologies20182005Martin J.McDonald

184、55Senior Vice President,Remotely Operated Vehicles20151989Eric A.Silva59Senior Vice President,Operations Support20172014Each executive officer serves at the discretion of our Chief Executive Officer and our Board of Directors and is subject to reelection or reappointment each year after the annual m

185、eeting of our shareholders.We do not know of any arrangement or understanding between any of the abovepersons and any other person or persons pursuant to which he was selected or appointed as anofficer.Business Experience.The following summarizes the business experience of our executive officers.Exc

186、ept where we otherwise indicate,each of these persons has held his current position with Oceaneering for at least the past five years.Roderick A.Larson joined Oceaneering in May 2012 as Senior Vice President and Chief OperatingOfficer,became President in February 2015 and became President and Chief

187、Executive Officer andDirector in May 2017.Mr.Larson previously held positions with Baker Hughes Incorporated from1990 until he joined Oceaneering,serving most recently as President,Latin America Region fromJanuary 2011.Previously,he served as Vice President of Operations,Gulf of Mexico Region from20

188、09 to 2011,Gulf Coast Area Manager from 2007 to 2009,and Special Projects Leader Technical Training Task from 2006 to 2007.Clyde W.Hewlett,Chief Operating Officer,has extensive experience in the offshore and subsea oilfield markets.He joined Oceaneering in 1988 and has held increasingly responsible

189、positions.He has served as our Vice President of Mobile Offshore Production Systems,Vice President of Subsea Projects,Senior Vice President of Subsea Projects and Senior Vice President,Subsea Services.He was promoted to his current position in August 2015.Alan R.Curtis,Senior Vice President and Chie

190、f Financial Officer,joined Oceaneering in 1995 as theFinancial 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.Da

191、vid K.Lawrence,Senior Vice President,General Counsel and Secretary,joined Oceaneering in2005 as Assistant General Counsel.He was appointed Associate General Counsel effective January 2011,Vice President,General Counsel and Secretary in January 2012 and to his current 14position in February 2014.He h

192、as over 25 years of experience as in-house counsel in the oilfieldservices and products industry and manufacturing.Stephen P.Barrett,Senior Vice President,Business Development,joined Oceaneering in July 2015 asSenior Vice President,Subsea Products.He was appointed to his current position in November

193、 2016.Prior to joining Oceaneering,he served at FMC Technologies beginning in 1982,progressing througha variety of engineering,sales and marketing,and general management roles,most recently asGlobal Subsea Services Director from 2013 to 2015.W.Cardon Gerner,Senior Vice President and Chief Accounting

194、 Officer,joined Oceaneering in 2006 asVice President and Chief Accounting Officer,and became a Senior Vice President in August 2011 and served as our Chief Financial Officer from that date until August 2015.From 1999 to 2006,he heldvarious financial positions with Service Corporation International,a

195、 global provider of death-careservices,serving as Vice President Accounting from 2002 to 2006.He also served as Senior Vice President and Chief Financial Officer of Equity Corporation International from 1995 to 1999.He is aCertified Public Accountant.William J.Boyle,Senior Vice President,Asset Integ

196、rity,joined Oceaneering in March 2016.Prior to joining Oceaneering,Mr.Boyle held the position of Chief Executive Officer with Underwater Integrity Solutions from November 2014 until December 2015.Previously,Mr.Boyle held senior leadership positions at Forum Energy Technologies,Inc.from 2013 to 2014,

197、Clough Limited from 2008 to 2012,Subsea 7 S.A.from 2005 to 2008,John Wood Group PLC from 2003 to 2005 and Technip S.A.from 1991 to 2003.Philip G.Beierl,Senior Vice President,Advanced Technologies joined Oceaneering in 2005.Beforejoining Oceaneering in 2005,he served as a U.S.Navy diving and salvage

198、officer for over 25 years.He served and held leadership positions in the Oceaneering Technologies unit,most recently as its Vice President and General Manager from August 2014.He was appointed as Vice President,Advanced Technologies in January 2018 and then to his current position in May 2018.Martin

199、 J.McDonald,Senior Vice President,Remotely Operated Vehicles,joined Oceaneering in 1989.He has held a variety of domestic and international positions of increasing responsibility in our ROV segment and most recently served as Vice President and General Manager for our ROV operations inthe Eastern He

200、misphere from 2006 until being appointed to his current position effective January 2016.Eric A.Silva,Senior Vice President,Operations Support joined Oceaneering in February 2014 as Chief Information Officer and Vice President.He was appointed to his current position in August 2015 and was appointed

201、an executive officer in 2017.Prior to joining Oceaneering,Mr.Silva was a consultant from May 2012 to February 2014 and served as the Chief Information Officer at El Paso Corporation from 2010 to May 2012.Prior to such time,he was Vice President of InformationTechnology of LyondellBasell Industries N

202、.V.(formerly LyondellBasell Industries AF S.C.A.)from December 2007 to 2010,and was Vice President of Information Technology of Lyondell Chemical Company from 2002 to 2007.15Item 1A.Risk Factors.We are subject to various risks and uncertainties in the course of our business.The following summarizes

203、significant risks and uncertainties 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 thi

204、s report and the documents we incorporate by reference.We derive most of our revenue from companies in the offshore oil and gas industry,ahistorically 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 re

205、venue from customers in the offshore oil and gas exploration,developmentand production industry.The offshore oil and gas industry is a historically cyclical industrycharacterized by significant changes in the levels of exploration and development activities.Oil andgas prices,and market expectations

206、of potential changes in those prices,significantly affect the levels of those activities.Worldwide political,economic and military events have contributed to oiland gas price volatility and are likely to continue to do so in the future.Since the general decline inthe price of oil from mid 2014,many

207、oil and gas companies made significant reductions in their capital and operating expenditures,which are adversely impacting demand for the services andproducts provided by our Energy Services and Products business.Any prolonged reduction in theoverall level of offshore oil and gas exploration and de

208、velopment activities,whether resulting fromchanges in oil and gas prices or otherwise,could materially and adversely affect our financialcondition and results of operations in our segments within our Energy Services and Productsbusiness.Some factors that have affected and are likely to continue affe

209、cting oil and gas prices andthe 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 the Organization of Petroleum Exporting Countries,or OPEC,to set and maintain production le

210、vels;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;domestic and foreign tax policy;laws and governmental regulations that restrict exploration and development of oil and gas in various offshore ju

211、risdictions;technological changes;the political environment of oil-producing regions;the price and availability of alternative energy;and overall economic conditions.Our operations could be adversely impacted by the effects of new regulations.During 2010,the U.S.government established new regulation

212、s relating to the design of wells andtesting of the integrity of wellbores,the use of drilling fluids,the functionality and testing of wellcontrol equipment,including blowout preventers,and other safety and environmental regulations.The U.S.government requires that operators demonstrate their compli

213、ance with those regulations before commencing deepwater drilling operations.Changes in laws or regulations regarding offshoreoil and gas exploration and development activities,the cost or availability of insurance and the impacts of these factors on decisions by customers or other industry participa

214、nts could further reduce demand for our services,which would have a negative impact on our operations.16Our international operations involve additional risks not associated with domestic operations.A significant portion of our revenue is attributable to operations in foreign countries.These activiti

215、es accounted for approximately 50%of our consolidated revenue in 2018.Risks associated with our operations in foreign areas include risks of:regional and global economic downturns;disturbances or other risks that may limit or disrupt markets;expropriation,confiscation or nationalization of assets;re

216、negotiation 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

217、political conditions;changing foreign and domestic monetary policies;and social,political,military and economic situations in foreign areas where we do business andthe possibilities of civil disturbances,war,other armed conflict,terrorist attacks or acts of piracy.Additionally,in some jurisdictions

218、we are subject to foreign governmental regulations favoring or requiring the awarding of contracts to local contractors or requiring foreign contractors to employcitizens of,or purchase supplies from,a particular jurisdiction.These regulations may adverselyaffect our ability to compete.Our exposure

219、to the risks we described above varies from country to country.In recent periods,economic conditions,political instability and civil unrest in Africa have been our greatest concerns.There is a risk that a continuation or worsening of these conditions could materially and adversely impact our future

220、business,operations,financial condition and results of operations.Of our totalconsolidated revenue for 2018,we generated approximately 13%from our operations in Africa,primarily in Angola.Foreign exchange risks and fluctuations may affect our profitability on certain projects.We operate on a worldwi

221、de basis with substantial operations outside the U.S.that subject us to U.S.dollar translation and economic risks.In order to manage some of the risks associated with foreigncurrency exchange rates,we may enter into foreign currency derivative(hedging)instruments,especially when there is currency ri

222、sk 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 withrespect to any particular currencies,could adversel

223、y 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.Ou

224、r operational cash flows and cashbalances,though predominately held in U.S.dollars,may consist of different currencies at variouspoints in time in order to execute our contracts globally.Non-U.S.asset and liability balances aresubject to currency fluctuations when measured period to period for finan

225、cial reporting purposes inU.S.dollars.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 profit

226、s.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 financialcondition,results of oper

227、ations and cash flows.We may be at risk of delays,suspensions andcancellations in the current market environment.17Reductions 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 fro

228、m 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

229、for work performed prior to cancellation and a varying percentage of the profits we would have realizedhad the contract been completed.We typically have no contractual right upon cancellation to the total contract revenue as reflected in our backlog.If we experience significant project terminations,

230、suspensions or scope adjustments to contracts reflected in our backlog,our financial condition,results of operations and cash flows may be adversely impacted.A global financial crisis could impact our business and financial condition in ways that wecurrently cannot predict.A recurrence of the credit

231、 crisis and related turmoil in the global financial system that occurred in 2008 and 2009 could have an impact on our business and our financial condition.In particular,the cost of capital increased substantially while the availability of funds from the capital markets diminished significantly.Altho

232、ugh the capital markets have recovered,in a recurrence,our ability toaccess the capital markets in the future could be restricted or be available only on terms we do notconsider favorable.Limited access to the capital markets could adversely impact our ability to takeadvantage of business opportunit

233、ies or react to changing economic and business conditions and could adversely impact our ability to continue our growth strategy.Ultimately,we could be requiredto reduce our future capital expenditures substantially.Such a reduction could have a materialadverse effect on our business and our consoli

234、dated financial condition,results of operations and cash flows.A recurrence of such a global financial crisis could have further impacts on our businessthat we currently cannot predict or anticipate.A global financial crisis or economic recession could have an impact on our suppliers and our custome

235、rs,causing them to fail to meet their obligations to us,which could have a material adverseeffect 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 unwillingto perform their obligations under that facility,

236、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 in accounts held by major banks and financial institutions located

237、 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

238、.As a result,we could be at risk of not being able toaccess material amounts of our cash,which could result in a temporary liquidity crisis that could impede our ability to fund operations.Employee,agent or partner misconduct or our overall failure to comply with laws or regulations could weaken our

239、 ability to win contracts,which could result in reduced revenue and profits.Misconduct,fraud,non-compliance with applicable laws and regulations,or other improper activitiesby one or more of our employees,agents or partners could have a significant negative impact on our business and reputation.Such

240、 misconduct could include the failure to comply with the U.S.ForeignCorrupt 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 governmentprocurement regulations,regulations on lobbying or sim

241、ilar activities,regulations pertaining to theinternal 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 groupshave identified as having high levels of corruption.Our a

242、ctivities create the risk of unauthorizedpayments or offers of payments by one of our employees or agents that could be in violation of theFCPA or other applicable anti-corruption laws.The precautions we take to prevent and detect misconduct,fraud or non-compliance with applicable laws and regulatio

243、ns may not be effective,and18we 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 conditio

244、n,results of operations and cash flows.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

245、 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,includ

246、ing: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-partyrelationships subsequent to acquisition;additi

247、onal 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 thetime the acquisition transaction was negotiated;possib

248、le liabilities under the FCPA and other anti-corruption laws;diversion of managements 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 impair

249、ment resulting from the overpayment for an acquisition.Future acquisitions may require us to obtain additional equity or debt financing,which may not beavailable on attractive terms.Moreover,to the extent an acquisition transaction financed by non-equity consideration results in goodwill,it will red

250、uce our tangible net worth,which might have anadverse effect on credit availability.Additionally,an acquisition may bring us into businesses we have not previously conducted andexpose us to additional business risks that are different from those we have previously experienced.Our business strategy a

251、lso 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

252、 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,t

253、he levels of competition from others developing similar or other competing technologies,our ability toobtain 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 newtechnol

254、ogies.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 themargins we have

255、 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

256、 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

257、we should suffer any material loss19of personnel to competitors or be unable to employ additional or replacement personnel with therequisite level of training and experience to adequately operate our equipment,our operations could be adversely affected.A significant increase in the wages paid by oth

258、er employers could result in areduction 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 fina

259、ncial 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 o

260、ur segments operations,particularly in the segmentswithin our Energy Services and Products business,where capital investment is critical to our ability to compete.We rely on intellectual property law and confidentiality agreements to protect our intellectual property.We also rely on intellectual pro

261、perty 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

262、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 renderedunenforceable.In addition,effective intellectual property protection may be limited or

263、unavailable insome foreign countries where we operate.Our failure to protect our intellectual property rights may result in the loss of valuable technologiesor adversely affect our competitive business position.We rely significantly on proprietarytechnology,information,processes and know-how that ar

264、e 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 securitymeasures.These agreements and security measures may be inadequate to

265、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,wemay not have adequate legal remedies to protect our intellectual property.In some i

266、nstances,we have augmented our technology base by licensing the proprietary intellectual property of third parties.However,it is possible that the tools,techniques,methodologies,programsand components we use to provide our services or products may infringe on the intellectual property rights of othe

267、rs.In the future,we may not be able to obtain necessary licenses on commerciallyreasonable terms.Royalty payments under licenses from third parties,if available,or developingnon-infringing technologies could materially increase our costs.Additionally,if a license or non-infringing technology were no

268、t 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,couldbe cost

269、ly and could divert managements attention away from other aspects of our business.Inaddition,our trade secrets may otherwise become known or be independently developed by competitors.Our information technology systems are subject to interruption and cybersecurity risksthat could adversely impact our

270、 operations.We continue to evaluate potential replacements or upgrades of existing key information technology systems.The implementation of new information technology systems or upgrades to existingsystems subjects us to inherent costs and risks associated with replacing or changing these systems,in

271、cluding potential disruption of our internal control structure,substantial capital expenditures,demands on management time and other risks.Our possible new information technology systemsimplementations or upgrades may not result in productivity improvements at the levels anticipated,or at all.In add

272、ition,the implementation of new or upgraded information technology systems may cause disruptions in our business operations.Any such disruption,and any other information20technology system disruptions,if not anticipated and appropriately mitigated,could have a materialadverse effect on our operation

273、s.Our operations(both onshore and offshore)are highly dependent on information technology systems,including systems that collect,organize,store or use personal data.Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue togrow.In additio

274、n,breaches to our systems or third-party systems utilized by us could go unnoticedfor some period of time.Risks associated with these threats include disruptions of certain systemson our vessels or utilized to operate our ROVs;other impairments of our ability to conduct our operations;loss of or dam

275、age to intellectual property,proprietary information or employee or customer data;disruption of our customers operations;loss or damage to our customer datadelivery systems;and increased costs to prevent,respond to or mitigate cybersecurity incidents.If such a cyber-incident were to occur,it could h

276、ave a material adverse effect on our business and our consolidated financial condition,results of operations and cash flows.In addition,the regulatory environment surrounding data privacy and protection is evolving and canbe subject to significant change.New laws and regulations relating to data pri

277、vacy and theunauthorized disclosure of confidential information,including the European Union General Data Protection Regulation and recent legislation and regulations adopted in various U.S.jurisdictions,pose complex compliance challenges and may result in increased costs,and any failure to complywi

278、th those laws and regulations(or contractual provisions requiring similar compliance),including as a result of security and privacy breaches,could result in negative publicity and significant penalties or other liabilities.Additionally,if we acquire an entity that has violated or is not in complianc

279、e with applicable data privacy and protection laws or regulations(or contractual provisions),we mayexperience similar adverse consequences.Our offshore oilfield operations involve a variety of operating hazards and risks that could cause losses.Our operations are subject to the hazards inherent in t

280、he offshore oilfield business.These include blowouts,explosions,fires,collisions,capsizings and severe weather conditions.These hazardscould result in personal injury and loss of life,severe damage to or destruction of property andequipment,pollution or environmental damage and suspension of operati

281、ons.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 requiringthe customers to hold us harmless from some of these risks,our insurance and contract

282、ualindemnity 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 thefailure of a customer to meet its indemnification obligations to us could materially and adversel

283、y affect our results of operations and financial condition.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 relating to the offshore oil and gas i

284、ndustry.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

285、 in the future add significantly to our operatingcosts or those of our customers or otherwise directly or indirectly affect our operations.Environmental laws and regulations can increase our costs,and our failure to comply withthose laws and regulations can expose us to significant liabilities.Risks

286、 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

287、into the environment.Permits are required for the operation of various facilities,and thosepermits 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 c

288、ases,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 applicable21requirements when

289、we performed them.It is possible that other developments,such as stricter environmental laws and regulations,and claims for damages to property or persons resulting from our operations,would result in substantial costs and liabilities.Our insurance policies and the contractual indemnity protection w

290、e seek to obtain from our customers may not be sufficient or effective to protect us under all circumstances or against all risks involving compliance withenvironmental laws and regulations.Our internal controls may not be sufficient to achieve all stated goals and objectives.Our internal controls a

291、nd 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 a

292、nd procedures is based,in part,on various assumptions about thelikelihood 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,

293、liabilities and results of operations.The preparation of financial statements in conformity with accounting principles generally accepted inthe United States requires that our management make estimates and assumptions that affect thereported amounts of assets and liabilities,disclosure of contingent

294、 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.Uncertainties in the future interpretation and application of the 2017 U.S.tax reformlegislation could material

295、ly affect our tax obligations and effective tax rate.U.S.tax reform legislation commonly referred to as the Tax Cuts and Jobs Act(the Tax Act)was enacted on December 22,2017,and significantly affected U.S.tax law by changing how the UnitedStates imposes income tax on multinational corporations.The U

296、.S.Department of the Treasury hasbroad authority to issue regulations and interpretative guidance that may significantly impact howwe will apply the law and could impact our results of operations beginning in the period issued.Although we have reflected the effects of the Tax Act in our financial st

297、atements,regulatory guidance continues to be issued by the U.S.tax authorities.Any changes in the interpretation of the Tax Act as a result of such future regulatory guidance,which could materially affect our tax obligations andeffective tax rate,will be recorded in the period that current or future

298、 proposed regulations become law.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

299、 preferences,powers and relative,participating,optional and other rights,including preferences over our common stock respectingdividends 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

300、value of our commonstock.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 specifiedtransactions.Similarly,the repurchase or redemption rights or liquidation preferences we

301、mightassign 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 changein control of our company,even if that change would be beneficial to our shareholders.The existence of some provisions i

302、n 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 makeacquiring control of our company difficult,including:provisions

303、 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;22 provisions requiring the approval of the holders of at least 80%of our voting stock for a broad range of

304、 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

305、%or more of our outstanding common stock.Item 1B.Unresolved Staff Comments.None.Item 2.Properties.We maintain office,shop and yard facilities in various parts of the world to support our operations.We consider these facilities,which we describe below,to be suitable for their intended use and adequat

306、e 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 towork sites.All s

307、ites are available to support any of our business segments as the need arises.Thegroupings that follow associate our significant offices with the primary business segment they serve.Energy Services and Products.In general,our Energy Services and Products business segmentsshare facilities.Our locatio

308、n 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 operations in the United States.We have regional support offices for our North Sea,Africa,Brazil and So

309、utheast Asia operations in:Aberdeen,Scotland;Stavanger and Bergen,Norway;Dubai,U.A.E.;Rio de Janeiro and Maca,Brazil;Luanda,Angola;Chandigarh,India;Perth,Australia;Kuala Lumpur,Malaysia;Baku,Azerbaijan;and Singapore.We also have operational bases in various other locations.We use workshop and office

310、 space in Houston,Texas in our Subsea Products,Subsea Projects and Asset Integrity business segments.Our principal manufacturing facilities for our Subsea Productssegment are located in or near:Houston,Texas;Panama City,Florida;Aberdeen and Rosyth,Scotland;Nodeland and Stavanger,Norway;Perth,Austral

311、ia;Luanda,Angola;and Niteri and Maca,Brazil.Each of these manufacturing facilities is suitable for its intended purpose and has sufficient capacity to respond to increases in demand for our subsea products that may bereasonably anticipated in the foreseeable future.For a description of the vessels w

312、e use in our Subsea Projects operations,see the discussion in Item 1.Business under the heading GENERAL DEVELOPMENT OF BUSINESS SEnergy Services andProducts Subsea Projects.Advanced Technologies.Our primary facilities for our Advanced Technologies segment are leasedoffices and workshops in Hanover,M

313、aryland.We have regional offices in Chesapeake,Virginia;Bremerton,Washington;Pearl Harbor,Hawaii;and San Diego,California,which support our servicesfor the U.S.Navy.We also have an office in Orlando,Florida,which supports our commercial theme park animation activities,facilities in Utrecht,Netherlan

314、ds,to support robotic activities,and facilities in Houston,Texas,to support our space industry activities.Item 3.Legal Proceedings.For information regarding legal proceedings,see the discussion under the caption Litigation in Note7,Commitments and Contingencies,of our Notes to Consolidated Financial

315、 Statements included inthis report,which discussion we incorporate by reference into this Item.Item 4.Mine Safety Disclosures.Not applicable.23Part IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.Our common stock is listed on the Ne

316、w York Stock Exchange under the symbol OII.Our companyWeb site address is On February 22,2019,there were 577 holders of record of our common stock.On that date,theclosing sales price,as quoted on the New York Stock Exchange,was$15.80.In 2017,we declaredquarterly dividends of$0.15 per share in the fi

317、rst three quarters.With an outlook for diminishingcash flow from operations for 2018,we felt it prudent to focus our resources on growth andpositioning the company for the future.Consequently,our Board did not declare quarterly dividends to be paid in the fourth quarter of 2017 or during 2018.Althou

318、gh we will continue to review our dividend position on a quarterly basis,we do not anticipate our Board reinstating a quarterly cash dividend until we see a significant improvement in our market outlook and projected free cash flow.In December 2014,our Board of Directors approved a share repurchase

319、program under which wemay repurchase up to 10 million shares of our common stock on a discretionary basis.The programcalls for the 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 Ru

320、le 10b-18 under the Securities Exchange Act of 1934,as amended,subject to market and business conditions,levels of available liquidity,cash requirements for other purposes,applicable legal requirements and other relevant factors.The timing and amount of any repurchases will be determined by manageme

321、nt based on its evaluation of these factors.We expect that any shares repurchased under the programwill be held as treasury stock for future use.The new program does not obligate us to repurchase any particular number of shares.Under the program,we had repurchased 2.0 million shares of our common st

322、ock for$100 million through December 31,2015.We have not repurchased any shares under the program since December 31,2015.EQUITY COMPENSATION PLAN INFORMATIONThe following presents equity compensation plan information as of December 31,2018:Plan CategoryNumber of securities to be issued upon exercise

323、 ofoutstanding options,warrants and rightsWeighted-averageexercise price ofoutstanding options,warrants and rightsNumber of securities remaining available for future issuanceunder equity compensation plans(excluding securitiesreflectedin the first column)Equity compensation plans approved bysecurity

324、 holders1,443,897N/A2,178,923Equity compensation plans not approved bysecurity holdersN/ATotal1,443,897N/A2,178,923In the table above,the number of securities to be issued upon exercise of outstanding options,warrants and rights shown as of December 31,2018 are restricted stock units and shares of r

325、estricted stock granted under our 2010 incentive plan,as amended.At December 31,2018,there were:(1)no shares of Oceaneering common stock under equity compensation plans not approved by security holders available for grant;and(2)2,178,923 shares of Oceaneering common stock under equity compensation p

326、lans approved by security holders available for grant in the form of stock options,stock appreciation rights or stock awards.We have not granted any stock options since 2005 and the Compensation Committee of our Board of Directors has expressed its intention to refrain from using stock options as a

327、component of employee compensation for our executive officers and other employees for the foreseeable future.24Additionally,our Board of Directors has expressed its intention to refrain from using stock options asa component of nonemployee director compensation for the foreseeable future.For a descr

328、iption of the material features of our equity compensation arrangements,see the discussion under the heading Incentive Plan in Note 9 of Notes to Consolidated Financial Statements included in thisreport.25PERFORMANCE GRAPHThe following graph compares our total shareholder return to the Standard&Poor

329、s 500 Stock Index(S&P 500)and the PHLX Oil Service Sector Index from December 31,2013 through December 31,2018.The PHLX Oil Service Sector Index is designed to track the performance of a set of companies involved in the oil services sector.It is assumed in the graph that:(1)$100 was invested in Ocea

330、neering Common Stock,the S&P 500 and the PHLX Oil Service Sector Index on December 31,2013;and(2)any Oceaneering dividends are reinvested.The shareholder return shown is not necessarily indicative of future performance.December 31,201320142015201620172018Oceaneering100.0075.6849.3838.4029.3016.77S&P

331、 500100.00113.69115.26129.05157.22150.33PHLX Oil Service Sector100.0076.2358.4069.4957.5431.52$0$50$100$150$20012/31/1312/31/1412/31/1512/31/1612/31/1712/31/18Comparison of Cumulative Shareholder Return Oceaneering International,Inc.S&P 500 IndexPHLX Oil Service Sector Index26Item 6.Selected Financi

332、al Data.The following table sets forth certain selected historical consolidated financial data and should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operation and our Consolidated Financial Statements and Notes included in this report.Thefol

333、lowing information may not be indicative of our future operating results.Results of Operations:Year Ended December 31,(in thousands,except per share amounts)20182017201620152014Revenue$1,909,482$1,921,507$2,271,603$3,062,754$3,659,624Cost of services and products1,780,2561,726,8971,992,3762,457,3252,800,423Gross margin129,226194,610279,227605,429859,201Selling,general and administrative expense198