For quarterly period ended March 31, 2011
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  
  OF THE SECURITIES EXCHANGE ACT OF 1934  

For the quarterly period ended March 31, 2011

OR

 

[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  
  OF THE SECURITIES EXCHANGE ACT OF 1934  

For the transition period from                      to                     

Commission File Number 1-10945

        OCEANEERING INTERNATIONAL, INC.        

(Exact name of registrant as specified in its charter)

 

            DELAWARE                   95-2628227    
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)  
                 11911 FM 529  
                Houston, Texas                               77041        
(Address of principal executive offices)   (Zip Code)

                (713) 329-4500                

(Registrant’s telephone number, including area code)

                Not Applicable                 

(Former name, former address and former fiscal year,

if changed since last report)

Indicate 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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  Ö    , No       

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  Ö    , No       

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  Ö     Accelerated filer             Non-accelerated filer             Smaller reporting company          

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

Yes        , No  Ö

The number of shares of the registrant’s common stock outstanding as of April 29, 2011 was 54,266,585.

 

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Oceaneering International, Inc.

Form 10-Q

Table of Contents

 

Part I   Financial Information
Item 1.   Financial Statements.
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.
Item 4.   Controls and Procedures.
Part II   Other Information
Item 1.   Legal Proceedings.
Item 1A.   Risk Factors.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.
Item 6.   Exhibits.
Signatures
Index to Exhibits

 

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     Mar. 31,
2011
     Dec. 31,
2010
 
     (unaudited)         

ASSETS

     

Current Assets:

     

Cash and cash equivalents

   $ 186,861       $ 245,219   

Accounts receivable, net of allowances for doubtful accounts of $5,938 and $5,655

     455,963         424,014   

Inventory

     238,332         236,517   

Other current assets

     75,559         77,752   
                 

Total Current Assets

     956,715         983,502   
                 

Property and equipment, at cost

     1,712,805         1,631,109   

Less accumulated depreciation

     876,966         844,736   
                 

Net Property and Equipment

     835,839         786,373   
                 

Other Assets:

     

Goodwill

     178,679         143,234   

Investment in Medusa Spar LLC

     50,770         51,820   

Other

     71,587         65,577   
                 

Total Other Assets

     301,036         260,631   
                 

TOTAL ASSETS

   $ 2,093,590       $ 2,030,506   
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current Liabilities:

     

Accounts payable

   $ 100,713       $ 85,572   

Accrued liabilities

     294,518         314,410   

Income taxes payable

     34,470         39,874   
                 

Total Current Liabilities

     429,701         439,856   

Long-term Debt

     -         -   

Other Long-term Liabilities

     208,144         200,435   

Commitments and Contingencies

     

Shareholders’ Equity

     1,455,745         1,390,215   
                 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 2,093,590       $ 2,030,506   
                 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

 

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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(in thousands, except per share amounts)

 

     For the Three Months  Ended
March 31,
 
     2011     2010  

Revenue

   $ 470,420      $ 435,170   

Cost of services and products

     371,619        335,465   
                

Gross Profit

     98,801        99,705   

Selling, general and administrative expense

     37,734        37,376   
                

Income from Operations

     61,067        62,329   

Interest income

     167        103   

Interest expense

     (147     (1,641

Equity earnings of unconsolidated affiliates

     470        565   

Other income (expense), net

     (141     (982
                

Income before Income Taxes

     61,416        60,374   

Provision for income taxes

     19,346        21,131   
                

Net Income

   $ 42,070      $ 39,243   
                

Basic Earnings per Share

   $ 0.78      $ 0.71   
                

Diluted Earnings per Share

   $ 0.77      $ 0.71   
                

The accompanying Notes are an integral part of these Consolidated Financial Statements.

 

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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

 

     For the Three Months  Ended
March 31,
 
     2011     2010  

Cash Flows from Operating Activities:

    

Net income

   $ 42,070      $ 39,243   
                

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     35,437        39,033   

Deferred income tax provision

     4,299        2,340   

Loss (gain) on dispositions of property and equipment

     (1,100     74   

Noncash compensation

     2,810        2,074   

Distributions from Medusa Spar LLC greater than earnings

     1,050        1,799   

Excluding the effects of acquisitions, increase (decrease) in cash from:

    

Accounts receivable

     (18,253     (3,795

Inventory and other current assets

     4,162        1,571   

Other assets

     (1,355     (759

Currency translation effect on working capital

     2,248        (1,221

Current liabilities

     (25,690     11,530   

Other long-term liabilities

     3,207        324   
                

Total adjustments to net income

     6,815        52,970   
                

Net Cash Provided by Operating Activities

     48,885        92,213   
                

Cash Flows from Investing Activities:

    

Purchases of property and equipment

     (53,859     (36,199

Business acquisitions, net of cash acquired

     (55,633     -   

Dispositions of property and equipment

     1,994        16   
                

Net Cash Used in Investing Activities

     (107,498     (36,183
                

Cash Flows from Financing Activities:

    

Proceeds from issuance of common stock

     -        693   

Excess tax benefits from stock-based compensation

     255        965   
                

Net Cash Provided by Financing Activities

     255        1,658   
                

Net Increase (Decrease) in Cash and Cash Equivalents

     (58,358     57,688   

Cash and Cash Equivalents — Beginning of Period

     245,219        162,351   
                

Cash and Cash Equivalents — End of Period

   $ 186,861      $ 220,039   
                

The accompanying Notes are an integral part of these Consolidated Financial Statements.

 

 

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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. Summary of Major Accounting Policies

Basis of Presentation. We have prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the Securities and Exchange Commission. These financial statements do not include all information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. These financial statements reflect all adjustments that we believe are necessary to present fairly our financial position at March 31, 2011 and our results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, all such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2010. The results for interim periods are not necessarily indicative of annual results.

Based on changes in the economic facts and circumstances of our operations in Brazil, we have changed the functional currency of our Brazilian subsidiary from the U.S. dollar to the Brazilian real effective January 1, 2011. This change had no material effect on our financial statements.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

During the quarter ended March 31, 2010, we recorded an impairment charge of $5.2 million to reduce the carrying value of our vessel held for sale, The Performer, to its fair value, less estimated costs to sell. This charge is reflected within the cost of services and products of our Subsea Projects segment. The Performer completed its contract in Angola during the first quarter of 2010. At March 31, 2010, we estimated the fair value based on preliminary offers presented to us to purchase the vessel by market participants, which we believed were Level 3 inputs. In July 2010, we sold the vessel for approximately its reduced carrying value.

Business Acquisition. On March 31, 2011, we purchased, for $56 million, Norse Cutting & Abandonment AS (“NCA”), a Norwegian oilfield technology company that specializes in providing subsea tooling services used in the plugging, abandonment and decommissioning of offshore oil and gas production platforms and subsea wellheads. In addition, NCA performs specialized maintenance and repair services on production platforms in the North Sea. NCA’s business is split approximately evenly between the North Sea and the U.S. Gulf of Mexico. We have accounted for this acquisition by allocating the purchase price to the net assets acquired based on their estimated fair values at the date of acquisition. This purchase price allocation is preliminary and based on information currently available to us, and is subject to change when we obtain final asset and liability valuations. This acquisition is not material. As a result, we have not included historical pro forma information.

Subsequent Events. We evaluated events and transactions through the issuance of these financial statements for possible recognition or disclosure.

New Accounting Standards. In October 2009, the FASB issued a release regarding accounting for revenue involving multiple-deliverable arrangements that will, in certain circumstances, require sellers to account for more products or services (“deliverables”) separately rather than as a combined unit.

This release establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. The release also replaces the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant.

 

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The release eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionally to each deliverable on the basis of each deliverable’s selling price.

The release requires that a seller determine its best estimated selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a stand-alone basis. The release does not prescribe any specific methods that sellers must use to accomplish this objective, but provides guidance.

For us, the release was effective prospectively for revenue arrangements entered into or materially modified on or after January 1, 2011. The provisions of the release have not had a material effect on our financial position or results of operations.

 

2. Investment in Medusa Spar LLC

We own a 50% equity interest in Medusa Spar LLC. Medusa Spar LLC owns a 75% interest in a production spar platform in the U.S. Gulf of Mexico. Medusa Spar LLC’s revenue is derived from processing oil and gas production for a fee based on the volumes processed through the platform. Medusa Spar LLC financed its acquisition of its 75% interest in the production spar platform using approximately 50% debt and 50% equity from its equity holders. The debt was repaid in 2008. We believe our maximum exposure to loss from our investment in Medusa Spar LLC is our investment. Medusa Spar LLC is a variable interest entity. We are not the primary beneficiary of Medusa Spar LLC because we own 50% of its equity and we do not manage the operations of the asset it owns. As we are not the primary beneficiary, we are accounting for our investment in Medusa Spar LLC under the equity method of accounting. Equity earnings from Medusa Spar LLC reflected in our financial statements are after amortization of our initial acquisition costs.

The following are condensed 100% statements of income of Medusa Spar LLC:

 

     For the Three Months  Ended
March 31,
 
     2011     2010  
     (in thousands)  

Medusa Spar LLC

    

Condensed Statements of Income

    

Revenue

   $ 3,354      $ 3,545   

Depreciation

     (2,369     (2,369

General and administrative

     (18     (18
                

Net Income

   $ 967      $ 1,158   
                

Equity Earnings reflected in our financial statements

   $ 470      $ 565   
                

 

3. Inventory

Our inventory consisted of the following:

 

     Mar. 31,
2011
     Dec. 31,
2010
 
     (in thousands)  

Inventory for remotely operated vehicles

   $ 118,796       $ 119,106   

Other inventory, primarily raw materials

     119,536         117,411   
                 

Total

   $ 238,332       $ 236,517   
                 

We state our inventory at the lower of cost or market. We determine cost using the weighted-average method.

 

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4. Debt

We had no long-term debt at March 31, 2011 and December 31, 2010.

We capitalized no interest in the three-month periods ended March 31, 2011 and March 31, 2010.

 

5. Commitments and Contingencies

Litigation. Various actions and claims are pending against us, most of which are covered by insurance. Although we cannot predict the ultimate outcome of these matters, we believe the ultimate liability, if any, that may result from these actions and claims will not materially affect our results of operations, cash flow or financial position.

Financial Instruments and Risk Concentration. In the normal course of business, we manage risks associated with foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions. As a matter of policy, we do not use derivative instruments unless we have an underlying exposure.

We had an interest rate hedge in place on $100 million of floating rate debt under our revolving credit facility for the period August 2009 to August 2011, designated as a cash flow hedge. We terminated this hedge in May 2010.

Other financial instruments that potentially subject us to concentrations of credit risk are principally cash and cash equivalents and accounts receivable. The carrying values of cash and cash equivalents and bank borrowings approximate their fair values due to the short maturity of those instruments or the short-term duration of the associated interest rate periods. Accounts receivable are generated from a broad group of customers, primarily from within the energy industry, which is our major source of revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market value.

One customer in Angola owed us $51 million at March 31, 2011, all of which is overdue. At December 31, 2010, this customer owed us $56 million and we collected $5 million from this customer during the quarter ended March 31, 2011. We completed the work on the contracts related to this receivable in the first quarter of 2010. Based on our past history with this customer, we believe this receivable will ultimately be collected.

 

6. Shareholders’ Equity, Earnings per Share and Stock-Based Compensation

Shareholders’ Equity

Our shareholders’ equity consisted of the following:

 

     Mar. 31,
2011
    Dec. 31,
2010
 
     (in thousands)  

Common Stock, par value $0.25;

    

180,000,000 shares authorized; 55,417,044 shares issued

   $ 13,854      $ 13,854   

Additional paid-in capital

     202,125        207,132   

Treasury Stock, 1,150,459 and 1,301,662 shares, at cost

     (54,254     (61,385

Retained earnings

     1,281,644        1,239,574   

Accumulated other comprehensive income (loss)

     12,376        (8,960
                

Total

   $ 1,455,745      $ 1,390,215   
                

During the three-month period ended March 31, 2011, we reissued 151,203 shares of treasury stock to satisfy obligations under our stock-based compensation plans.

 

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Comprehensive income is the total of net income and all nonowner changes in equity. The amounts of comprehensive income for the periods indicated are as follows:

 

     For the Three Months  Ended
March 31,
 
     2011      2010  
     (in thousands)  

Net income per consolidated statements of income

   $ 42,070       $ 39,243   

Foreign currency translation gains (losses), net

     21,336         (9,537

Change in fair value of hedges, net of tax

     -         47   
                 

Total

   $ 63,406       $ 29,753   
                 

Amounts comprising the elements of other comprehensive income in Shareholders’ Equity are as follows:

 

     Mar. 31,
2011
    Dec. 31,
2010
 
     (in thousands)  

Accumulated net foreign currency translation adjustment

   $ 16,073      $ (5,263

Pension liability adjustment, net of tax

     (3,697     (3,697
                

Total

   $ 12,376      $ (8,960
                

Earnings per Share

The following table presents our earnings per share calculations:

 

     For the Three Months  Ended
March 31,
 
     2011      2010  
     (in thousands, except per share data)  

Basic earnings per share:

     

Net income per consolidated statements of income

   $ 42,070       $ 39,243   

Income allocable to participating securities

     -         (182
                 

Earnings allocable to common shareholders

   $ 42,070       $ 39,061   
                 

Basic shares outstanding

     54,178         55,013   
                 

Basic earnings per share

   $ 0.78       $ 0.71   
                 

Diluted earnings per share:

     

Net income per consolidated statements of income

   $ 42,070       $ 39,243   

Income allocable to participating securities

     -         (182
                 

Earnings allocable to diluted common shareholders

   $ 42,070       $ 39,061   
                 

Diluted shares outstanding

     54,501         55,224   
                 

Diluted earnings per share

   $ 0.77       $ 0.71   
                 

 

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Stock-Based Compensation

Stock Options. At March 31, 2011, we had no outstanding stock options, and we had no future stock-based compensation expense to be recognized pursuant to stock option grants.

Restricted Stock Plan Information. In 2011 and 2010, we granted restricted units of our common stock to certain of our key executives, key employees and Chairman of the Board. We also granted shares of restricted stock to our other non-employee directors. The restricted units granted to our key executives and key employees generally vest in full on the third anniversary of the award date, conditional on continued employment. The restricted unit grants, including those granted to our Chairman, can vest pro rata over three years, provided the individual meets certain age and years-of-service requirements. The grants to our other non-employee directors vest in full on the first anniversary of the award date, conditional upon continued service as a director.

For each of the restricted stock units granted in 2009 through 2011, at the earlier of three years after grant or at termination of employment or service, the grantee will be issued a share of our common stock for each common stock unit vested. As of March 31, 2011 and December 31, 2010, totals of 555,050 and 522,075 shares of restricted stock or restricted stock units were outstanding. Each grantee of shares of restricted stock is deemed to be the record owner of those shares during the restriction period, with the right to vote and receive any dividends on those shares. The restricted stock units outstanding have no voting or dividend rights.

We estimate that stock-based compensation cost not yet recognized related to shares of restricted stock or restricted stock units, based on their grant-date fair values, was $22.3 million at March 31, 2011. This expense is being recognized on a staged-vesting basis over three years for awards attributable to individuals meeting certain age and years-of-service requirements, and on a straight-line basis over the applicable vesting period of one or three years for the other awards.

 

7. Income Taxes

During interim periods, we provide for income taxes based on our current estimated annual effective tax rate using assumptions as to (1) earnings and other factors that would affect the tax provision for the remainder of the year and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. The primary difference between our current 2011 estimated effective tax rate of 31.5% and the federal statutory tax rate of 35% reflects our intent to indefinitely reinvest in international operations; therefore, we are no longer providing for U.S. taxes on certain of our foreign earnings.

The financial statement recognition of the benefit for a tax position depends on the benefit being more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. We account for any applicable interest and penalties on uncertain tax positions as a component of our provision for income taxes in our financial statements. There were no significant changes in the three-month periods ended March 31, 2011 and 2010, respectively, for penalties and interest taken in our financial statements relating to uncertain tax positions. Our total liabilities for penalties and interest on uncertain tax positions were $4.0 million on our balance sheets at March 31, 2011 and December 31, 2010. Including penalties and interest, we have accrued a net total of $5.6 million in the caption “other long-term liabilities” on our balance sheets at March 31, 2011 and December 31, 2010 for unrecognized tax benefits. All additions or reductions to those liabilities affect our effective income tax rate in the periods of change.

We do not believe that the total of our unrecognized tax benefits will significantly increase or decrease in the next 12 months.

We conduct our operations in a number of locations that have varying laws and regulations with regard to income and other taxes, some of which are subject to interpretation. Our tax returns are subject to audit by taxing authorities in multiple jurisdictions. These audits often take years to complete and settle. Since December 31, 2010, the changes to the earliest tax years open to examination by tax authorities where we have significant operations are: Angola — to 2006 from 2005 and Nigeria — to 2005 from 2004. Our management believes that adequate provisions have been made for all taxes that ultimately will be payable, although final determinations of tax liabilities may differ from our estimates.

 

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8. Business Segment Information

We are a global oilfield provider of engineered services and products primarily to the offshore oil and gas industry, with a focus on deepwater applications. Through the use of our applied technology expertise, we also serve the defense and aerospace industries. Our Oil and Gas business consists of four business segments: Remotely Operated Vehicles (“ROVs”); Subsea Products; Subsea Projects; and Inspection. Our Advanced Technologies business is a separate segment that provides project management, engineering services, products and equipment for applications outside the oil and gas industry. Unallocated Expenses are those not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses.

There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from those used in our consolidated financial statements for the year ended December 31, 2010.

The following summarizes certain financial data by business segment:

 

     For the Three Months Ended  
     March 31,
2011
    March 31,
2010
    Dec. 31,
2010
 
           (in thousands)        

Revenue

      

Oil and Gas

      

ROVs

   $ 164,328      $ 158,947      $ 171,754   

Subsea Products

     157,318        111,403        152,747   

Subsea Projects

     37,569        57,824        62,949   

Inspection

     58,350        50,506        57,420   
                        

Total Oil and Gas

     417,565        378,680        444,870   

Advanced Technologies

     52,855        56,490        56,428   
                        

Total

   $ 470,420      $ 435,170      $ 501,298   
                        

Gross Profit

      

Oil and Gas

      

ROVs

   $ 55,408      $ 61,763      $ 60,466   

Subsea Products

     41,787        28,285        45,812   

Subsea Projects

     5,331        9,315        14,882   

Inspection

     9,397        8,745        10,086   
                        

Total Oil and Gas

     111,923        108,108        131,246   

Advanced Technologies

     6,313        7,902        6,438   

Unallocated Expenses

     (19,435     (16,305     (20,191
                        

Total

   $ 98,801      $ 99,705      $ 117,493   
                        

Income from Operations

      

Oil and Gas

      

ROVs

   $ 47,406      $ 53,736      $ 48,938   

Subsea Products

     27,683        15,655        31,787   

Subsea Projects

     3,036        7,058        12,438   

Inspection

     5,880        4,720        5,796   
                        

Total Oil and Gas

     84,005        81,169        98,959   

Advanced Technologies

     2,517        4,264        2,470   

Unallocated Expenses

     (25,455     (23,104     (27,687
                        

Total

   $ 61,067      $ 62,329      $ 73,742   
                        

We 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 from April through October, as compared to the rest

 

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of the year. The European operations of our Inspection segment are also seasonally more active in the second and third quarters. Revenue in our ROV segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our ROV seasonality depends on the number of ROVs we have engaged in construction support, which is more seasonal than drilling support. Revenue in each of our Subsea Products and Advanced Technologies segments has generally not been seasonal.

During the three months ended March 31, 2011, we made $109 million of capital expenditures, of which $64 million was invested our Subsea Products segment and $30 million was invested our ROV segment. The amount in our Subsea Products segment included $56 million for a business acquisition.

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain forward-looking statements we make in this quarterly report on Form 10-Q, including, without limitation, statements regarding our expectations about:

 

   

second quarter of 2011 and full year of 2011 operating results and earnings per share, and the contributions from our segments to those results;

   

the level of services and products we anticipate;

   

the adverse impact on our operating margins and earnings for the remainder of 2011 as a result of the U.S. Department of Interior Drilling Moratorium and subsequent regulatory developments and delay in issuing drilling permits in the U.S. Gulf of Mexico;

   

cash flows and segment results;

   

our plans for future operations (including planned additions to our remotely operated vehicle (“ROV”) fleet and other capital expenditures);

   

the adequacy of our liquidity and capital resources;

   

our plans to renew or replace our revolving credit facility in 2011;

   

our anticipated tax rates;

   

seasonality; and

   

industry conditions

are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks, uncertainties and assumptions, including those we have referred to under the heading “Risk Factors” in this report and under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in Part I of our annual report on Form 10-K for the year ended December 31, 2010. Although we believe that the expectations reflected in such forward-looking statements are reasonable, because of the inherent limitations in the forecasting process, as well as the relatively volatile nature of the industries in which we operate, we can give no assurance that those expectations will prove to be correct. Accordingly, evaluation of our future prospects must be made with caution when relying on forward-looking information.

The following discussion should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our annual report on Form 10-K for the year ended December 31, 2010.

Executive Overview

We are raising our 2011 diluted earnings per share estimate from the range of $3.45 to $3.75 to the range of $3.65 to $3.90 to account for a lower estimated tax rate, our first quarter results and revised outlooks for our Subsea Products and Subsea Projects segments. This compares to our 2010 diluted earnings per share of $3.65. We have lowered our estimated effective tax rate from 34.3% in 2010 to 31.5% in 2011. We now believe our Subsea Products operating income will be higher in 2011 than it was in 2010, as we anticipate increased tooling and installation, workover and control systems (“IWOCS”) service sales. Additionally, we believe that our Subsea Projects segment will have lower operating income than we had previously projected, as it appears that market demand in the U.S. Gulf of Mexico to perform installation projects and inspection, maintenance and repair work will be lower in 2011 than we had anticipated. The actual level of 2011 demand will be a major factor that will influence our 2011 results. We are not revising our outlook for ROVs as we anticipate stronger international demand will offset a weaker construction market in the U.S. Gulf of Mexico. We forecast second quarter 2011 diluted earnings per share of $.90 to $1.00, with increases in operating income from all of our oilfield business segments over the first quarter of 2011.

We generate approximately 90% of our revenue and substantially all of our operating income before Unallocated Expenses from our services and products provided to the oil and gas industry, particularly in the deepwater sector of the offshore market. Consequently, the level of our customers’ capital spending on deepwater exploration and development has a significant impact on the demand for many of our services and products. Looking forward, we face uncertainties in the level of this spending and the timing of projects. These uncertainties have been exacerbated by the Deepwater Horizon drilling rig tragedy at the Macondo well in the U.S. Gulf of Mexico in April 2010, the resulting environmental impacts, and the effects of the U.S. Department of the Interior drilling

 

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moratorium that had been imposed in response to the incident and the new environmental and safety regulations established by the U.S. government. The moratorium, which was lifted in October 2010, and the subsequent regulatory developments and delay in issuing drilling permits began to have an unfavorable effect on our U.S. Gulf of Mexico ROV operations in June 2010 and are expected to continue to have an adverse impact on our earnings during the second quarter of 2011 and the rest of the year. Deepwater well permitting in the U.S. Gulf of Mexico has resumed, with eight drilling permits issued by March 31, 2011 and three more in April 2011. We estimate that 20 to 25 deepwater rigs will be working in the U.S. Gulf of Mexico by the end of 2011. This compares to 14 at April 30, 2011, seven at December 31, 2010 and 30 at March 31, 2010.

Critical Accounting Policies and Estimates

For information about our Critical Accounting Policies and Estimates, please refer to the discussion in our annual report on Form 10-K for the year ended December 31, 2010 under the heading “Critical Accounting Policies and Estimates” in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation.

New Accounting Standards

For a discussion of new accounting standards applicable to us, see the discussion in Note 1 to the Consolidated Financial Statements contained in Item 1 of this quarterly report on Form 10-Q.

Liquidity and Capital Resources

We consider our liquidity and capital resources adequate to support our existing operations and capital commitments. At March 31, 2011, we had working capital of $527 million, including $187 million of cash and cash equivalents. Additionally, we had $300 million of borrowing capacity available under our revolving credit facility.

Our capital expenditures were $109 million during the first three months of 2011, as compared to $36 million during the corresponding period of last year. We added four new ROVs to our fleet during the three months ended March 31, 2011 and retired four, resulting in a total of 260 ROVs. We plan to add 11 to 16 more new ROVs during the rest of 2011, and most of these are in the process of being built or installed. Our capital expenditures in the three months ended March 31, 2011 included $56 million for the acquisition of Norse Cutting & Abandonment AS (“NCA”), a Norwegian oilfield technology company, and $30 million in our ROV segment. NCA specializes in providing subsea tooling services used in the plugging, abandonment and decommissioning of offshore production platforms and subsea wellheads in the North Sea and the U.S. Gulf of Mexico. In addition, NCA performs specialized maintenance and repair services on production platforms in the North Sea. NCA is part of our Subsea Products segment. We estimate our capital expenditures for 2011 will be in the range of $220 million to $250 million, with $100 million for upgrading and adding vehicles to our ROV fleet, $56 million for the NCA acquisition, and $40 million in Subsea Projects, including the completion of the Ocean Patriot renovation and the addition of a third saturation diving system.

We have chartered a deepwater vessel, the Ocean Intervention III, for a term that now extends to May 2012, with annual extension options for up to four additional years. We have also chartered an additional deepwater vessel, the Olympic Intervention IV, for an initial five-year term ending in July 2013, with one two-year and three one-year extension options. We have outfitted each of these deepwater vessels with two of our high specification work-class ROVs, and we use these vessels to perform subsea hardware installation and inspection, repair and maintenance projects in the ultra-deep waters of the U.S. Gulf of Mexico.

We had no material contractual commitments for capital expenditures at March 31, 2011. We believe our cash provided from operating activities will exceed our capital expenditures in 2011.

At March 31, 2011, we had no long-term debt outstanding and an available $300 million revolving credit facility, which is scheduled to expire in January 2012. The revolving credit facility has short-term interest rates that float with market rates, plus applicable spreads. We plan to renew or replace our revolving credit agreement in 2011.

Our principal source of cash from operating activities is our net income, adjusted for the non-cash expenses of depreciation and amortization, deferred income taxes and noncash compensation under our restricted stock plans. Our $49 million and $92 million of cash provided from operating activities in the three-month periods ended March 31, 2011 and 2010, respectively, were affected by cash increases/(decreases) of ($18 million) and ($4 million), respectively, from changes in accounts receivable and ($26 million) and $12 million, respectively, from changes in current liabilities.

 

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In the three-month period ended March 31, 2011, we generated $49 million in cash from operating activities and used $107 million of cash in investing activities. The cash used in investing activities was used for the capital expenditures, including the business acquisition, described above.

We have not guaranteed any debt not reflected on our consolidated balance sheet and do not have any off-balance sheet arrangements, as defined by SEC rules.

In February 2010, our Board of Directors approved a plan to repurchase up to 6 million shares of our common stock. The timing and amount of repurchases will be determined by our management. We expect that any shares repurchased under the plan will be held as treasury stock for future use. The plan does not obligate us to repurchase any particular number of shares. We repurchased a total of 1.1 million shares for $49.5 million during 2010, and we have made no additional repurchases during 2011.

Results of Operations

We operate in five business segments. The segments are contained within two businesses — services and products provided to the oil and gas industry (“Oil and Gas”) and all other services and products (“Advanced Technologies”). Our Unallocated Expenses are those not associated with a specific business segment.

Consolidated revenue and margin information is as follows:

 

     For the Three Months Ended  
     March 31,
2011
    March 31,
2010
    Dec. 31,
2010
 
     (dollars in thousands)  

Revenue

   $ 470,420      $ 435,170      $ 501,298   

Gross profit

     98,801        99,705        117,493   

Gross margin

     21     23     23

Operating income

     61,067        62,329        73,742   

Operating margin

     13     14     15

We 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 from April through October, as compared to the rest of the year. The European operations of our Inspection segment are also seasonally more active in the second and third quarters. Revenue in our ROV segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our ROV seasonality depends on the number of ROVs we have engaged in construction support, which is more seasonal than drilling support. Revenue in each of our Subsea Products and Advanced Technologies segments has generally not been seasonal.

 

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Oil and Gas

The following table sets forth the revenues and margins for our Oil and Gas business segments for the periods indicated.

 

     For the Three Months Ended  
     March 31,
2011
    March 31,
2010
    Dec. 31,
2010
 
     (dollars in thousands)  

Remotely Operated Vehicles

      

Revenue

   $ 164,328      $ 158,947      $ 171,754   

Gross profit

     55,408        61,763        60,466   

Gross margin

     34     39     35

Operating income

     47,406        53,736        48,938   

Operating margin

     29     34     28

Days available

     23,274        22,398        23,517   

Utilization %

     71     75     73

Subsea Products

      

Revenue

     157,318        111,403        152,747   

Gross profit

     41,787        28,285        45,812   

Gross margin

     27     25     30

Operating income

     27,683        15,655        31,787   

Operating margin

     18     14     21

Backlog at the end of the period

     382,000        338,000        384,000   

Subsea Projects

      

Revenue

     37,569        57,824        62,949   

Gross profit

     5,331        9,315        14,882   

Gross margin

     14     16     24

Operating income

     3,036        7,058        12,438   

Operating margin

     8     12     20

Inspection

      

Revenue

     58,350        50,506        57,420   

Gross profit

     9,397        8,745        10,086   

Gross margin

     16     17     18

Operating income

     5,880        4,720        5,796   

Operating margin

     10     9     10

Total Oil and Gas

      

Revenue

   $ 417,565      $ 378,680      $ 444,870   

Gross profit

     111,923        108,108        131,246   

Gross margin

     27     29     30

Operating income

     84,005        81,169        98,959   

Operating margin

     20     21     22

In general, our Oil and Gas business focuses on supplying services and products to the deepwater sector of the offshore market. We are the world’s largest provider of ROV services, and profit from this business segment typically constitutes more than half of our total operating income.

Our ROV segment revenue reflects the utilization percentages, fleet sizes and average pricing of the respective periods. Our operating income decreased in the quarter ended March 31, 2011 compared to the corresponding quarter of the prior year from lower utilization. Our ROV revenue and operating income decreased from the immediately preceding quarter from lower construction activity. We expect our full-year 2011 ROV operating income to be more than 2010, due to increases in fleet size and days on hire, with an increase in international demand and fewer days on hire in the U.S. Gulf of Mexico. We expect our operating margin to be slightly below

 

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our 2010 level due to the change in geographic mix. We expect to add a total of 15 to 20 new ROVs in 2011, including the four we added in the first quarter.

Our Subsea Products revenue and margins for the three months ended March 31, 2011 were higher than those of the corresponding period of the prior year. The improvements came from both our umbilical and specialty products, particularly our IWOCS operations. The IWOCS improvement was attributable to a large multi-well completion project in West Africa and an increase in activity in the U.S. Gulf of Mexico. Compared to the immediately preceding quarter, our operating income for the quarter ended March 31, 2011 declined on lower field development hardware sales. Our Subsea Products backlog was $382 million at March 31, 2011 compared to $384 million at December 31, 2010. We have raised our Subsea Products forecast for 2011, and now believe Subsea Products operating income will be higher in 2011 than what we reported for 2010, as we expect higher tooling and IWOCS sales than we previously had anticipated.

Our Subsea Projects operating income declined in the first quarter of 2011 compared to the corresponding period of the prior year and the immediately preceding quarter from lower demand for our shallow water diving and deepwater vessel services in the U.S. Gulf of Mexico. While we expect a seasonal increase in demand after the first quarter, our outlook for the rest of 2011 is for weaker demand and pricing for our deepwater vessel and diving services than we had previously forecast, resulting in even lower 2011 operating income. During the three months ended March 31, 2010, we recorded a $5.2 million impairment charge to adjust the carrying value of our vessel held for sale, The Performer, to its fair value less estimated costs to sell. The Performer completed its contract in Angola during the first quarter of 2010. After our attempts to market it for use internationally failed, and in light of the soft vessel market, the age of the vessel and the competition it was facing against newer and more capable vessels, we decided to sell the vessel, and completed the sale in July 2010 for approximately the vessel’s reduced carrying value.

Our Inspection revenue and operating income were higher in the three-month period ended March 31, 2011 compared to the corresponding period of the prior year due to increased international service sales. Inspection results were consistent with those of the immediately preceding period.

Advanced Technologies

Revenue and margin information was as follows:

 

     For the Three Months Ended  
     March 31,
2011
    March 31,
2010
    Dec. 31,
2010
 
     (dollars in thousands)  

Revenue

   $ 52,855      $ 56,490      $ 56,428   

Gross profit

     6,313        7,902        6,438   

Gross margin

     12     14     11

Operating income

     2,517        4,264        2,470   

Operating margin

     5     8     4

Advanced Technologies operating income in the three-month period ended March 31, 2011 included an adjustment of $2 million for additional cost estimates on a contract for overhauling landing craft for the U.S. Navy.

Unallocated Expenses

Our Unallocated Expenses, i.e., those not associated with a specific business segment, within gross profit consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses. Our Unallocated Expenses within operating income consist of those expenses within gross profit plus general and administrative expenses related to corporate functions.

 

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The following table sets forth our Unallocated Expenses for the periods indicated.

 

     For the Three Months Ended  
     March 31,
2011
    March 31,
2010
    Dec. 31,
2010
 
     (dollars in thousands)  

Gross profit expenses

   $ 19,435      $ 16,305      $ 20,191   

% of revenue

     4     4     4

Operating income expenses

     25,455        23,104        27,687   

% of revenue

     5     5     6

The decrease in the three-month period ended March 31, 2011 compared to the immediately preceding quarter was due to lower incentive compensation and administrative expenses.

Other

The following table sets forth our significant financial statement items below the income from operations line.

 

     For the Three Months Ended  
     March 31,
2011
    March 31,
2010
    Dec. 31,
2010
 
     (in thousands)  

Interest income

   $ 167      $ 103      $ 243   

Interest expense

     (147     (1,641     (374

Equity earnings of unconsolidated affiliates

     470        565        361   

Other income (expense), net

     (141     (982     (1,171

Provision for income taxes

     19,346        21,131        25,007   

Interest expense declined in the first quarter of 2011 compared to the first quarter of 2010, as we had no debt during 2011. Interest expense includes fees for lender commitments under our revolving credit agreement and fees for standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements.

Our equity earnings of unconsolidated affiliates consists of earnings from our 50% equity interest in Medusa Spar LLC, which owns a 75% interest in the Medusa Spar production platform in the U.S. Gulf of Mexico. Medusa Spar LLC earns revenue on a tariff basis on oil and gas production throughput processed by the platform from the Medusa field and other surrounding areas.

Other income (expense), net consisted principally of foreign currency transaction losses for all three periods presented.

The provisions for income taxes were related to U.S. income taxes that we provided at estimated annual effective rates using assumptions as to earnings and other factors that would affect the tax provision for the remainder of the year and to the operations of foreign branches and subsidiaries that were subject to local income and withholding taxes. We anticipate our effective tax rate for 2011 will be 31.5%. The primary difference between our current 2011 estimated effective tax rate of 31.5% and the federal statutory tax rate of 35% reflects our intent to indefinitely reinvest in international operations; therefore, we are no longer providing for U.S. taxes on certain of our foreign earnings.

 

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We are currently exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. We do not believe these risks are material. We have not entered into any market risk sensitive instruments for speculative or trading purposes. We currently have no outstanding hedges or similar instruments. We currently have no long-term debt. We typically manage our exposure to interest rate changes through the use of a combination of fixed- and floating-rate debt.

Because we operate in various oil and gas exploration and production regions in the world, we conduct a portion of our business in currencies other than the U.S. dollar. The functional currency for several of our international operations is the applicable local currency. A stronger U.S. dollar against the U.K. pound sterling and the Norwegian kroner would result in lower operating income. We manage our exposure to changes in foreign exchange rates principally through arranging compensation in U.S. dollars or freely convertible currency and, to the extent possible, by limiting compensation received in other currencies to amounts necessary to meet obligations denominated in those currencies. We use the exchange rates in effect as of the balance sheet date to translate assets and liabilities as to which the functional currency is the local currency, resulting in translation adjustments that we reflect as accumulated other comprehensive income or loss in the shareholders’ equity section of our Consolidated Balance Sheets. We recorded adjustments of $21.3 million and ($9.5 million) to our equity accounts in the three-month periods ended March 31, 2011 and 2010, respectively. Positive adjustments reflect the net impact of the weakening of the U.S. dollar against various foreign currencies for locations where the functional currency is the local currency. Conversely, negative adjustments reflect the effect of a strengthening dollar.

We recorded foreign currency transaction losses of $0.1 million and $0.8 million which are included in Other income (expense), net in our Consolidated Income Statements in the three-month periods ended March 31, 2011 and 2010, respectively. We are currently exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. We do not believe these risks are material. We have not entered into any market risk sensitive instruments for speculative or trading purposes. We manage our exposure to interest rate changes primarily through the use of a combination of fixed- and floating-rate debt. See Note 5 of Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2010 for a description of our long-term debt agreements, interest rates and maturities. We believe that significant interest rate changes would not have a material near-term impact on our future earnings or cash flows.

Other financial instruments that potentially subject us to concentrations of credit risk are principally cash and cash equivalents and accounts receivable. The carrying values of cash and cash equivalents and bank borrowings approximate their fair values due to the short maturity of those instruments or the short-term duration of the associated interest rate periods. Accounts receivable are generated from a broad group of customers, primarily from within the energy industry, which is our major source of revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market value.

One customer in Angola owed us $51 million at March 31, 2011, all of which is overdue. At December 31, 2010, this customer owed us $56 million and we collected $5 million from this customer during the quarter ended March 31, 2011. We completed the work on the contracts related to this receivable in the first quarter of 2010. Based on our past history with this customer, we believe this receivable ultimately will be collected.

Item 4. Controls and Procedures.

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a–15(e) and 15d–15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2011 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

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There has been no change in our internal control over financial reporting that occurred during the three months ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

Various actions and claims are pending against us, most of which are covered by insurance. Although we cannot predict the ultimate outcome of these matters, we believe the ultimate liability, if any, that may result from these actions and claims will not materially affect our results of operations, cash flow or financial position.

Item 6.  Exhibits

 

           Registration  
or File
Number
    Form or 
Report
   Report/Filing
Date
   Exhibit
  Number  
*       3.01   Restated Certificate of Incorporation    1-10945    10-K    Dec. 2000    3.01
*       3.02   Certificate of Amendment to Restated Certificate of Incorporation    1-10945    8-K    May 2008    3.1
*       3.03   Amended and Restated Bylaws    1-10945    8-K    Dec. 2007    3.1
10.01   Oceaneering International, Inc. 2011 Annual Cash Bonus Award Program            
*     10.02   Form of 2011 Restricted Stock Unit Agreement    1-10945    8-K    Feb. 2011    10.1
*     10.03   Form of 2011 Performance Unit Agreement    1-10945    8-K    Feb. 2011    10.2
*     10.04   Form of 2011 Chairman Restricted Stock Unit Agreement    1-10945    8-K    Feb. 2011    10.3
*     10.05   Form of 2011 Chairman Performance Unit Agreement    1-10945    8-K    Feb. 2011    10.4
*     10.06   2011 Performance Award: Goals and Measures, relating to the form of 2011 Performance Unit Agreement and 2011 Chairman Performance Unit Agreement    1-10945    8-K    Feb. 2011    10.5
*     10.07   Form of 2011 Nonemployee Director Restricted Stock Agreement    1-10945    8-K    Feb. 2011    10.6
31.01   Rule 13a-14(a)/15d-14(a) Certification by T. Jay Collins, Chief Executive Officer
31.02   Rule 13a-14(a)/15d-14(a) Certification by Marvin J. Migura, Chief Financial Officer
32.01   Section 1350 Certification by T. Jay Collins, Chief Executive Officer
32.02   Section 1350 Certification by Marvin J. Migura, Chief Financial Officer
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

* Indicates exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

 

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SIGNATURES

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

 

  OCEANEERING INTERNATIONAL, INC.
  (Registrant)

 

 

May 5, 2011

    By: /S/  T. JAY COLLINS    
    T. Jay Collins
    President and Chief Executive Officer

 

May 5, 2011

    By: /S/  MARVIN J. MIGURA 
    Marvin J. Migura
    Senior Vice President and Chief Financial Officer

 

May 5, 2011

    By: /S/  W. CARDON GERNER 
    W. Cardon Gerner
    Vice President and Chief Accounting Officer

 

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Index to Exhibits

 

          Registration 
or File
Number
    Form or 
Report
    Report/Filing 
Date
   Exhibit
  Number  
*       3.01   Restated Certificate of Incorporation    1-10945    10-K    Dec. 2000    3.01
*       3.02   Certificate of Amendment to Restated Certificate of Incorporation    1-10945    8-K    May 2008    3.1
*       3.03   Amended and Restated Bylaws    1-10945    8-K    Dec. 2007    3.1
10.01   Oceaneering International, Inc. 2011 Annual Cash Bonus Award Program            
*     10.02   Form of 2011 Restricted Stock Unit Agreement    1-10945    8-K    Feb. 2011    10.1
*     10.03   Form of 2011 Performance Unit Agreement    1-10945    8-K    Feb. 2011    10.2
*     10.04   Form of 2011 Chairman Restricted Stock Unit Agreement    1-10945    8-K    Feb. 2011    10.3
*     10.05   Form of 2011 Chairman Performance Unit Agreement    1-10945    8-K    Feb. 2011    10.4
*     10.06   2011 Performance Award: Goals and Measures, relating to the form of 2011 Performance Unit Agreement and 2011 Chairman Performance Unit Agreement    1-10945    8-K    Feb. 2011    10.5
*     10.07   Form of 2011 Nonemployee Director Restricted Stock Agreement    1-10945    8-K    Feb. 2011    10.6
31.01   Rule 13a-14(a)/15d-14(a) Certification by T. Jay Collins, Chief Executive Officer
31.02   Rule 13a-14(a)/15d-14(a) Certification by Marvin J. Migura, Chief Financial Officer
32.01   Section 1350 Certification by T. Jay Collins, Chief Executive Officer
32.02   Section 1350 Certification by Marvin J. Migura, Chief Financial Officer
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

* Indicates exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

 

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