UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

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

For the transition period from                      to                     

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-2628227
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

11911 FM 529
Houston, Texas		77041
(Address of principal executive offices)		(Zip Code)

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

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

		Name of each exchange
Title of each class		on which registered
Common Stock, $0.25 par value		New York Stock Exchange
Rights to Purchase Series B Junior Participating Preferred Stock (currently traded with Common Stock)		New York Stock Exchange

Securities 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 Rule 405 of the Securities Act. þ Yes o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No

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. þ Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s 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. þ Yes o 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

Aggregate market value of the voting stock held by nonaffiliates of the registrant computed by reference to the closing price of $77.05 of the Common Stock on the New York Stock Exchange as of June 30, 2008, the last business day of the registrant’s most recently completed second quarter: $4,223,808,000

Number of shares of Common Stock outstanding at February 13, 2009: 54,625,402

Documents Incorporated by Reference:

Portions of the proxy statement relating to the registrant’s 2009 annual meeting of shareholders, to be filed on or before April 30, 2009 pursuant to Regulation 14A of the Securities Exchange Act of 1934, are incorporated by reference to the extent set forth in Part III, Items 10-14 of this report.

 

 

Oceaneering International, Inc.
Form 10-K

Table of Contents

Part I
Item 1.   Business.
Executive Officers of the Registrant.
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments.
Item 2.   Properties.
Item 3.   Legal Proceedings.
Item 4.   Submission of Matters to a Vote of Security Holders.
Cautionary Statement Concerning Forward-looking Statements.
Part II
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6.   Selected Financial Data.
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8.   Financial Statements and Supplementary Data.
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Part III
Item 10.  Directors, Executive Officers and Corporate Governance.
Item 11.  Executive Compensation.
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.  Certain Relationships and Related Transactions, and Director Independence.
Item 14.  Principal Accountant Fees and Services.
Part IV
Item 15.  Exhibits and Financial Statement Schedules.
Signatures
Index to Financial Statements and Schedules
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders’ Equity and Comprehensive Income
Notes to Consolidated Financial Statements
Selected Quarterly Financial Data (unaudited)
Exhibit Index
EX-10.07
EX-21.01
EX-23.01
EX-31.01
EX-31.02
EX-32.01
EX-32.02

PART I

Item 1. BUSINESS.

GENERAL DEVELOPMENT OF BUSINESS

Oceaneering International, Inc. is 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 its applied technology expertise, Oceaneering also serves the defense and aerospace industries. Oceaneering was organized as a Delaware corporation in 1969 out of the combination of three diving service companies founded in the early 1960s. Since our establishment, we have concentrated on the development and marketing of underwater services and products requiring the use of advanced deepwater technology. We are one of the world’s largest underwater services contractors. The services and products we provide to the oil and gas industry include remotely operated vehicles, built-to-order specialty hardware, engineering and project management, subsea intervention services, nondestructive testing and inspection, manned diving and mobile offshore production systems. We have locations in the U.S. and 17 other countries. Our international operations, principally in the North Sea, West Africa, Brazil, Australia and Asia, accounted for approximately 54% of our revenue, or $1.1 billion, for the year ended December 31, 2008.

Our business 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 five business segments within the Oil and Gas business are Remotely Operated Vehicles (“ROVs”), Subsea Products, Subsea Projects, Inspection and Mobile Offshore Production Systems. We report our Advanced Technologies business as one segment. 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 and bonuses, as well as other general expenses.

Oil and Gas. The focus of our Oil and Gas business has been toward increasing our asset base for providing services and products for deepwater offshore operations and subsea completions.

ROVs. Prior to 1995, we purchased most of our ROVs, which are submersible vehicles operated from the surface and widely used in the offshore oil and gas industry. However, in response to increased demand for more powerful systems operating in deeper water, we expanded our capabilities and established an in-house facility to design and build ROVs to meet the continued expansion of our ROV fleet. In December 2007, we moved our ROV manufacturing operations to a larger facility in Morgan City, LA. This facility consolidated several separate facilities we had in the area. We have built over 200 ROV systems, and we are producing all our new ROVs in-house. For a few years leading into 2005, except for units we have purchased from other ROV operators, we had kept the number of our work-class ROVs at a constant level and built new systems for replacement and upgrade of our existing fleet. In the first quarter of 2004, we completed the acquisition of 34 additional work-class ROVs and related business operations from Stolt Offshore S.A. In the third quarter of 2004, we acquired 10 work-class ROVs and related equipment and business operations in North and South America from Fugro N.V. During the four-year period ended December 31, 2008, in response to increased demand in the deepwater market, we added 85 ROVs, 82 that we built and three that we purchased from another company, and disposed of 26 ROVs.

Subsea Products. Through our Oceaneering Intervention Engineering division, we construct a variety of built-to-order specialty subsea hardware. In 2003, we purchased Rotator AS, a designer and manufacturer of subsea control valves, topside control valves, subsea chemical injection valves and specialty control panels. In 2005, we acquired Grayloc Products, L.L.C. and subsidiary (together, “Grayloc”), an oil and gas industry supplier of high performance clamp connectors used in production manifold, flowline and valve installations. In 2007, we purchased Ifokus Engineering AS, a designer and manufacturer of specialty subsea products, particularly ROV tooling. In 2008, we purchased GTO Subsea AS (“GTO”), a Norwegian rental provider of specialized subsea dredging equipment, including ROV-deployed units, to the offshore oil and gas industry.

Our Multiflex division provides various types of subsea umbilicals. Offshore operators use umbilicals to control subsea wellhead hydrocarbon flow rates, monitor downhole and wellhead conditions and perform chemical injection. They are also used to provide power and additional fluid transfer to other subsea processing hardware, including pumps and gas separation equipment. We entered this market in March 1994 through our purchase of the operating subsidiaries of Multiflex International Inc. During 1998, we constructed an umbilical plant in Brazil and relocated, modernized and increased the capabilities, including the production of steel tube umbilicals, of our umbilical manufacturing facility in Scotland. Both facilities began operations in the first half of 1999. During 2004, we moved our U.S. facility to a new location, which has additional capacity and the capability of producing steel tube umbilicals, and added steel tube capability to our plant in Brazil. In 2006, we increased the thermoplastic umbilical capability at our Scotland facility.

Subsea Projects. Our Subsea Projects segment consists of our subsea installation, inspection, maintenance and repair services in the Gulf of Mexico and Angola utilizing a fleet of three owned and two chartered dynamically positioned deepwater vessels with integrated high-specification work-class ROVs

onboard, and shallow water diving vessels and assets. The deepwater vessels are equipped with thrusters that allow them to be dynamically positioned, which means they can maintain a constant position at a location without the use of anchors. They are used in pipeline or flowline tie-ins, pipeline crossings and subsea hardware interventions and installations. These vessels can carry and install coiled tubing or umbilicals required to bring subsea well completions into production (tie-back to production facilities). In 2006, we transferred our vessel The Performer from our Advanced Technologies segment to our Subsea Projects segment. In 2007, we upgraded its dynamic positioning system for deepwater inspection, maintenance and repair projects in the Gulf of Mexico. In 2008, we moved The Performer to Angola to work under a one-year contract. We occasionally charter vessels from others to augment our fleet. In 2006, we chartered a larger deepwater vessel, the Ocean Intervention III, for three years, with extension options for up to six additional years. The initial three-year term of the charter began in May 2007. We also chartered an additional larger deepwater vessel, the Olympic Intervention IV, for an initial term of five years, which began in the third quarter of 2008. We outfitted each of these larger deepwater vessels with two of our high-specification work-class ROVs, and we expect to utilize these vessels to perform subsea hardware installation and inspection, repair and maintenance projects, and to conduct well intervention services in the ultra-deep waters of the Gulf of Mexico.

Inspection. Our Inspection segment provides nondestructive testing and inspection and integrity management and assessment services. We supply inspection services to customers required to obtain third-party inspections to satisfy contractual structural specifications, internal safety standards or regulatory requirements. In January 2003, we acquired OIS International Inspection plc. This acquisition approximately tripled the size of our Inspection services.

Mobile Offshore Production Systems. We own two mobile offshore production systems:

	•		the floating production, storage and offloading system Ocean Producer, which has been operating offshore West Africa since December 1991; and
	•		the mobile offshore production system Ocean Legend, which has been operating offshore Western Australia since May 2001.

We also purchased an oil tanker, the Ocean Pensador, in 2006 for possible conversion into a mobile offshore production or storage system in the event we obtained a suitable contract. The Ocean Pensador is currently laid up in Southeast Asia.

In December 2003, we purchased a 50% equity interest in Medusa Spar LLC, which owns 75% of a production spar platform. Medusa Spar LLC’s revenue is derived from processing oil and gas production for a fee based on the volumes processed. The spar is currently located on the Medusa field in the Gulf of Mexico. Medusa Spar LLC has a contract covering production from the Medusa field and other nearby areas. 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. Medusa Spar LLC paid off the debt in 2008. For additional information regarding our interest in Medusa Spar LLC, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Results of Operations — Other” in Item 7 of Part II of this report.

General. We intend to continue our strategy of acquiring, as opportunities arise, additional assets or businesses, to improve our market position or expand into related service and product lines, either directly through merger, consolidation or purchase, or indirectly through joint ventures.

Advanced Technologies. In August 1992 and May 1993, we purchased two businesses that formed the basis of our Advanced Technologies segment. The first business designed, developed and operated robotic systems and ROVs specializing in non-oilfield markets and provided the basis for our expansion into civil works projects and commercial theme park animation. The second business designed, developed and fabricated spacecraft hardware and high-temperature insulation products. In 2003, we acquired Nauticos Corporation, a provider of marine services support to governmental and commercial customers.

FINANCIAL INFORMATION ABOUT SEGMENTS

For financial information about our business segments, please see the tables in Note 6 of the Notes to Consolidated Financial Statements in this report, which present revenue, income from operations, depreciation and amortization expense, equity earnings of unconsolidated affiliates and capital expenditures for 2008, 2007 and 2006, and identifiable assets and goodwill by business segment as of December 31, 2008 and 2007.

DESCRIPTION OF BUSINESS

Oil and Gas

Our Oil and Gas business consists of ROVs, Subsea Products, Subsea Projects, Inspection and Mobile Offshore Production Systems.

ROVs. ROVs are submersible vehicles operated from the surface. We use our ROVs in the offshore oil and gas industry to perform a variety of underwater tasks, including drill support, installation and construction support, pipeline inspection and surveys, and subsea production facility operation and maintenance. ROVs may be outfitted with manipulators, sonar, video cameras, specialized tooling packages and other equipment or features to facilitate the performance of specific underwater tasks. At December 31, 2008, we owned 227 work-class ROVs. We believe we operate the largest fleet of ROVs in the world. We also believe we are the industry leader in providing ROV services for drill support and construction and field maintenance.

ROV revenue:

						Percent
						of Total
		Amount				Revenue
		(in thousands)
2008		$	625,921				32	%
2007			531,381				30	%
2006			410,256				32	%

Subsea Products. We construct a variety of built-to-order specialty subsea hardware to ISO 9001 quality requirements. These products include:

	•		various types of subsea umbilicals utilizing thermoplastic hoses and steel tubes;
	•		installation and workover control systems;
	•		ROV tooling and work packages;
	•		subsea and topside control valves;
	•		subsea chemical injection valves;
	•		blowout preventer control systems;
	•		production control equipment;
	•		clamp connectors; and
	•		pipeline repair systems.

We market these products under the trade names Oceaneering Multiflex, Oceaneering Intervention Engineering, Oceaneering Grayloc, Oceaneering Rotator and GTO Subsea.

Offshore well operators use subsea umbilicals and production control equipment to control subsea wellhead hydrocarbon flow rates, monitor downhole and wellhead conditions and perform chemical injection. They are also used to provide power and additional fluid transfer to other subsea processing hardware, including pumps and gas separation equipment. ROV tooling and work packages provide the operational link between an ROV and permanently installed equipment located on the sea floor. Valves are used to control and meter hydrocarbon production flow rates and to inject chemicals into production streams at the wellhead to enhance well flow characteristics.

Subsea Products revenue:

						Percent
						of Total
		Amount				Revenue
		(in thousands)
2008			$649,857				33	%
2007			521,937				30	%
2006			364,510				29	%

Subsea Projects. We perform subsea intervention and hardware installation services in the Gulf of Mexico and Angola from three owned and two chartered multiservice deepwater vessels. These services include: subsea well tie-backs; pipeline/flowline tie-ins and repairs; pipeline crossings; umbilical and other subsea equipment installations; subsea intervention; and inspection, repair and maintenance activities.

We supply commercial diving services to the oil and gas industry in the Gulf of Mexico using the traditional techniques of air, mixed gas and saturation diving, all of which use surface-supplied breathing gas. We do not use traditional diving techniques in water depths greater than 1,000 feet. We also use atmospheric diving systems, which enclose the operator in a surface pressure diving suit, in water depths up to 2,300 feet.

Subsea Projects revenue:

						Percent
						of Total
		Amount				Revenue
		(in thousands)
2008		$	256,517				13	%
2007			257,752				15	%
2006			155,046				12	%

Inspection. Through our Oceaneering Inspection division, we offer a wide range of inspection services to customers who are required to obtain 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. In the U.K., we provide Independent Inspection Authority services for the oil and gas industry, which includes first-pass integrity evaluation and assessment and nondestructive testing services. We use a variety of technologies to perform pipeline inspections, both onshore and offshore.

Inspection revenue:

						Percent
						of Total
		Amount				Revenue
		(in thousands)
2008		$	249,109				12	%
2007			219,686				13	%
2006			169,014				13	%

Mobile Offshore Production Systems. We own two mobile offshore production systems, the Ocean Legend and the Ocean Producer.

We also undertake engineering and project management of projects related to mobile offshore production systems. We have managed the conversion of a jackup to a production unit and in-field life extension and modifications to a floating production storage and offloading system. We also perform engineering studies for customers evaluating field development projects.

We own a 50% equity interest in Medusa Spar LLC, which owns 75% of a production spar platform. Medusa Spar LLC’s revenue is derived from processing oil and gas production for a fee, based on the volumes processed. The spar is currently located on the Medusa field in the Gulf of Mexico. Medusa Spar LLC has a contract covering production from the Medusa field and other nearby areas. We report our interest in this entity’s results in equity earnings of unconsolidated affiliates.

Mobile Offshore Production Systems revenue:

						Percent
						of Total
		Amount				Revenue
		(in thousands)
2008		$	39,274				2	%
2007			50,103				3	%
2006			52,931				4	%

Advanced Technologies

Our Advanced Technologies segment provides engineering services and related manufacturing to meet a variety of industrial requirements, including ship and submarine husbandry, search and recovery, maintenance and repair, commercial theme park equipment and engineering services and products for the space industry. We do this in part by extending the use of existing assets and technology developed in oilfield operations to new applications.

We work for customers having specialized requirements in underwater or other hazardous environments outside the oil and gas industry. We provide support for the U.S. Navy, including underwater operations, data analysis, development of ocean-related computer software, and the design and development of new underwater tools and systems. We also install and maintain mechanical systems for the Navy’s surface ships, submarines, piers, offshore structures and moorings. We provide products and services to NASA and aerospace prime contractors and we manage the underwater activities for astronaut training at NASA’s Neutral Buoyancy Laboratory. Our NASA-related activities substantially depend on continued government funding for space programs.

Advanced Technologies revenue:

						Percent
						of Total
		Amount				Revenue
		(in thousands)
2008		$	156,743				8	%
2007			162,221				9	%
2006			128,441				10	%

MARKETING

Oil and Gas. Oil and gas exploration and development expenditures fluctuate from year to year. In particular, budgetary approval for more expensive drilling and production in deepwater, 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.

We market our ROVs, Subsea Products, Subsea Projects and Inspection services and products to domestic, international and foreign national oil and gas companies engaged in offshore exploration, development and production. We also provide 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 time to time.

We market our Mobile Offshore Production Systems primarily to international and foreign national oil and gas companies. We offer systems for production and development of fields and prospects in areas lacking pipelines and processing infrastructure. Our systems can also be used for extended well testing and early production of marginal fields. Contracts are typically awarded on a competitive-bid basis, generally for periods of one or more years.

In connection with the services we perform in our Oil and Gas business, we generally seek contracts that compensate us on a dayrate basis. Under dayrate contracts, the contractor provides the ROV or vessel and the required personnel to operate the unit and compensation 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 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, adverse weather or water conditions or other conditions beyond the contractor’s control. Some dayrate contracts provide for revision of the specified dayrates

in the event of material changes in the cost of labor or specified items. Sales contracts for our products are generally for a fixed price.

Advanced Technologies. We market our marine services and related engineering services to government agencies, major defense contractors, NASA and NASA prime contractors, and to construction, theme parks and other industrial customers outside the energy sector. We also market to insurance companies, salvage associations and other customers who have requirements for specialized operations in deep water.

Major Customers. Our top five customers in 2008, 2007 and 2006 accounted for 31%, 36% and 23%, respectively, of our consolidated revenue. For 2008 and 2007, all of our top five customers were oil and gas exploration and production companies served by our Oil and Gas business segments. For 2006, four of our top five customers were oil and gas exploration and production companies served by our Oil and Gas business segments. In 2007, BP plc and subsidiaries accounted for 14% of our revenue. No single customer accounted for more than 10% of our consolidated revenue in 2008 or 2006. While 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 MATERIALS

Most of the raw materials we use in our manufacturing operations, such as steel in various forms, electronic components and plastics, are available from many sources. However, some components we use to manufacture subsea umbilicals are available from limited sources. We can offer alternative materials or technologies in many cases with the exception of certain kinds of steel tube, where we are limited in the number of available suppliers, which depends on the requisite approval of our customers. While we have experienced some level of difficulty in obtaining certain kinds of steel tube in the past due to global demand outstripping capacity, an increase in supplier capacity, coupled with a drop in global demand, has resolved this issue, and we believe the situation is unlikely to recur in the near future. Additionally, the availability of certain grades of aramid fibers, which we use in the manufacture of our thermoplastic umbilicals, has historically been limited due to demand for military use. Presently, this situation does not exist, and we believe it is unlikely to return in the near future.

COMPETITION

Our businesses operate in highly competitive industry segments.

Oil and Gas

We 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 well as numerous others operating locally in various areas. We believe that our ability to provide a wide range of underwater services and products, including technological applications in deeper water (greater than 1,000 feet), on a worldwide basis enables us to compete effectively in the oilfield exploration and development market. In some cases involving projects that require less sophisticated equipment, small companies have been able to bid for contracts at prices uneconomical to us.

ROVs. We believe we are the world’s largest owner/operator of work-class ROVs employed in oil and gas related operations. We own 227 work-class ROVs, and estimate that this represents approximately 35% of the work-class ROVs utilized in the oil and gas service industry. We compete with several major companies on a worldwide basis and with numerous others operating locally in various areas. We have fewer competitors in deeper water depths, as more sophisticated equipment and technology is needed in deeper water.

Competition for ROV services historically has been based on equipment availability, location of or ability to deploy the equipment, quality of service and price. The relative importance of these factors can vary from year to year based on market conditions. The ability to develop improved equipment and techniques and to attract and retain skilled personnel is also an important competitive factor in our markets.

Subsea Products. Although there are many competitors offering either specialized products or operating in limited geographic areas, we believe we are one of a small number of companies that compete on a worldwide basis for the provision of thermoplastic and steel tube subsea control umbilical cables. Compared to current market demand, we are faced with overcapacity in the umbilical manufacturing market.

Subsea Projects. We perform subsea intervention and hardware installation services in the Gulf of Mexico and Angola from three owned and two chartered multiservice deepwater vessels. We are one of many companies that offer these services. In general, our competitors can move

their vessels to the Gulf of Mexico from other locations with relative ease. We also have many competitors in the supply of our commercial diving services to the oil and gas industry in the Gulf of Mexico.

Inspection. The worldwide inspection market consists 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 geographic 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 inspection services market segments.

Mobile Offshore Production Systems. Although we are one of many companies that offer leased mobile offshore production systems, we believe we are positioned to compete in this market when price is not the determining factor. In the past several years, these services have been provided as more of a commodity, hampering our ability to provide specialized solutions at prices meeting our return objectives.

Frequently, oil and gas companies use prequalification procedures that reduce the number of prospective bidders for their projects. In some countries, political considerations tend to favor local contractors.

Advanced Technologies

Engineering 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 designs into the manufacture of prototype equipment for customers.

SEASONALITY AND BACKLOG

A material amount of our consolidated revenue is generated from contracts for marine services in the Gulf of Mexico and the North Sea, which are usually more active from April through November compared to the rest of the year. Although most of our ROVs are engaged in providing drill support services, we have increased our ROV activity in offshore construction and production field maintenance. This change has increased the level of seasonality in our ROV operations, with the low point expected to be in the first quarter of the year. Our Inspection segment’s operations remain more active from April through November as compared to the rest of the year. Revenues in our Mobile Offshore Production Systems, Subsea Products and Advanced Technologies segments are generally not seasonal.

The amounts of backlog orders we believed to be firm as of December 31, 2008 and 2007 were as follows (in millions):

		As of December 31, 2008								As of December 31, 2007
		Total				1 + yr*				Total				1 + yr*
Oil and Gas
ROVs		$	938			$	536			$	750			$	414
Subsea Products			298				39				338				10
Subsea Projects			103				—				72				—
Inspection			250				132				239				64
Mobile Offshore Production Systems			6				—				19				—
Total Oil and Gas			1,595				707				1,418				488
Advanced Technologies			86				5				253				166
Total		$	1,681			$	712			$	1,671			$	654

No material portion of our business is subject to renegotiation of profits or termination of contracts by the U.S. government.

PATENTS AND LICENSES

We currently hold a number of U.S. and foreign patents and have numerous pending patent applications. We have acquired patents and licenses and granted licenses to others when we have considered it advantageous for us to do so. Although in the aggregate our patents and licenses are important to us, we 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 the application of know-how rather than patents and licenses in the conduct of our operations.

REGULATION

Our 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:

•		construction and equipping of offshore production and other marine facilities;
•		marine vessel safety;
•		protection of the environment;
•		workplace health and safety;
•		taxation of foreign earnings and earnings of expatriate personnel;
•		license requirements for exportation of our equipment and technology; and
•		currency conversion and repatriation.

In addition, our Oil and Gas business depends on the demand for our products and services 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. The adoption of laws and regulations curtailing offshore exploration and development drilling for oil and gas for economic and other policy reasons would adversely affect our operations by limiting demand for 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 operations and properties are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. These laws and regulations may also expose us to liability 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 Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act (each, as amended) and similar laws that provide for responses to, and liability for, releases of hazardous substances into the environment. Environmental laws and regulations also include similar foreign, state or local counterparts to the above-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 and worker health, primarily, in the U.S., the Occupational Safety and Health Act and regulations promulgated thereunder.

Compliance with federal, state and local provisions regulating the discharge of materials into the environment or relating to the protection of the environment has not had a material 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 our 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 existing environmental laws and regulations. However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies, or stricter or different interpretations of existing laws and regulations, may require additional expenditures by us, which may be material. Accordingly, there can be no assurance that we will not incur significant environmental compliance costs in the future.

Our quality management systems are registered as being in conformance with ISO 9001:2000 and cover:

•		all our Oil and Gas products and services in the United Kingdom and Norway;
•		our Remotely Operated Vehicle operations in Brazil and Canada;
•		our Subsea Products segment; and
•		the Oceaneering Space Systems, Oceaneering 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 2000 edition emphasizes customer satisfaction and continual improvement.

EMPLOYEES

As of December 31, 2008, we had approximately 7,900 employees. Our workforce varies seasonally and peaks during the summer months. We consider our relations with our employees to be satisfactory.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

For financial information about our geographic areas of operation, please see the tables in Note 6 of the Notes to Consolidated Financial Statements in this report, which present revenue for 2008, 2007 and 2006 and long-lived assets as of December 31, 2008 and 2007 attributable to each of our geographic areas. For a discussion of risks attendant to our foreign operations, see the discussion in Item 1A, “Risk Factors” under the heading “Our international operations involve additional risks not associated with domestic operations.”

AVAILABLE INFORMATION

Our Web site address is www.oceaneering.com. We make available through this Web site under “Investor Relations — SEC Financial Reports,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 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. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a Web site, www.sec.gov, which contains reports, proxy and other information statements, and other information regarding issuers that file electronically with the SEC.

We have adopted, and posted on our Web site: our corporate governance guidelines; a code of ethics for our Chief Executive Officer 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 REGISTRANT.

Executive Officers. The following information relates to our executive officers as of February 22, 2009:

								OFFICER				EMPLOYEE
NAME		AGE				POSITION		SINCE				SINCE
T. Jay Collins			62			President and Chief Executive Officer and Director			1993				1993
M. Kevin McEvoy			58			Executive Vice President			1990				1979
Marvin J. Migura			58			Senior Vice President and Chief Financial Officer			1995				1995
George R. Haubenreich, Jr.			61			Senior Vice President, General Counsel and Secretary			1988				1988
Philip D. Gardner			58			Senior Vice President — Subsea Products			2006				2004
W. Cardon Gerner			54			Vice President and Chief Accounting Officer			2006				2006

Each 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 meeting of our shareholders. We do not know of any arrangement or understanding between any of the above persons and any other person or persons pursuant to which he was selected or appointed as an officer.

Business Experience. The following summarizes the business experience of our executive officers. Except where we otherwise indicate, each of these persons has held his current position with Oceaneering for at least the past five years.

T. Jay Collins, President and Chief Executive Officer, joined Oceaneering in 1993 as Senior Vice President and Chief Financial Officer. In 1995, he was appointed Executive Vice President — Oilfield Marine Services. He was appointed our President and Chief Operating Officer in 1998 and our Chief Executive Officer in 2006. He was elected a director of Oceaneering in March 2002.

M. Kevin McEvoy, Executive Vice President, joined Oceaneering in 1984 when we acquired Solus Ocean Systems, Inc. Since 1984, he has held various senior management positions in each of our operating groups. He was appointed a Vice President in 1990, a Senior Vice President in 1998 and Executive Vice President in 2006.

Marvin J. Migura, Senior Vice President and Chief Financial Officer, joined Oceaneering in 1995. From 1975 to 1994, he held various financial positions with Zapata Corporation, then a diversified energy services company, most recently as Senior Vice President and Chief Financial Officer from 1987 to 1994.

George R. Haubenreich, Jr., Senior Vice President, General Counsel and Secretary, joined Oceaneering in 1988.

Philip D. Gardner, Senior Vice President — Subsea Products, joined Oceaneering in 2004. He served as President of Applied Hydraulic Systems Incorporated (“AHI”), an oilfield manufacturer and service company, from 1998 to 2002, when it was acquired by Oil States International, Inc. He continued to serve as President of AHI to 2004. He held various senior management positions with Weatherford International Ltd. from 1992 to 1998.

W. Cardon Gerner, Vice President and Chief Accounting Officer, joined Oceaneering in September 2006. From 1999 to 2006, he held various financial positions with Service Corporation International, a global provider of death-care services, serving as Vice President Accounting from 2002 to 2006. He also served as Senior Vice President and Chief Financial Officer of Equity Corporation International 1995 to 1999. He is a Certified Public Accountant.

ITEM 1A. RISK FACTORS.

Investors in our company should consider the following matters, in addition to the other information we have provided in this report and the documents we incorporate by reference.

We derive most of our revenue from companies in the offshore oil and gas industry, a historically 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 revenue from customers in the offshore oil and gas exploration, development and production industry. The offshore oil and gas industry is a historically cyclical industry characterized by significant changes in the levels of exploration and development activities. Oil and gas prices, and market expectations of potential changes in those prices, significantly affect the levels of those activities. Worldwide political, economic and military events have contributed to oil and gas price volatility and are likely to continue to do so in the future. Any prolonged reduction in the overall level of offshore oil and gas exploration and development activities, whether resulting from changes in oil and gas prices or otherwise, could materially and adversely affect our financial condition and results of operations in our segments within our Oil and Gas business. Some factors that have affected and are likely to continue affecting oil and gas prices and the 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;
	•		delays in deliveries of deepwater drilling rigs;
	•		the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain production levels and pricing;
	•		the level of production by non-OPEC countries;
	•		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 jurisdictions;
	•		rapid technological changes;
	•		the political environment of oil-producing regions;
	•		the price and availability of alternative fuels; and
	•		overall economic conditions.

Our international operations involve additional risks not associated with domestic operations.

A significant portion of our revenue is attributable to operations in foreign countries. These activities accounted for approximately

54% of our consolidated revenue in 2008. Risks associated with our operations in foreign areas include risks of:

	•		regional and global economic downturns.
	•		war and civil disturbances or other risks that may limit or disrupt markets;
	•		expropriation, confiscation or nationalization of assets;
	•		renegotiation or nullification of existing contracts;
	•		foreign exchange restrictions;
	•		foreign currency fluctuations;
	•		foreign taxation, including the application and interpretation of tax laws;
	•		the inability to repatriate earnings or capital;
	•		changing political conditions;
	•		changing foreign and domestic monetary policies; and
	•		social, political, military and economic situations in foreign areas where we do business and the possibilities of war, other armed conflict or terrorist attacks.

Additionally, in some jurisdictions we are subject to foreign governmental regulations favoring or requiring the awarding of contracts to local contractors or requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These regulations may adversely affect our ability to compete.

Our exposure to the risks we described above varies from country to country. In recent periods, political instability and civil unrest in West Africa, particularly Nigeria, and Indonesia have been our greatest concerns. There is a risk that a continuation or worsening of these conditions could materially and adversely impact our future business, operations, financial condition and results of operations. Of our total consolidated revenue for 2008, we generated approximately 14% from our operations in West Africa.

Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future revenues and earnings.

There can be no assurance that the revenues projected in our backlog will be realized or, if realized, will result in profits. 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. In addition, even where a project proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed to us. Material delays, suspensions, cancellations or payment defaults could materially affect our financial condition, results of operations and cash flows.

Reductions in our backlog due to cancellation by a customer or for other reasons would adversely affect, potentially to a material extent, the revenues and earnings we actually receive from contracts included in our backlog. 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, revenues for work performed prior to cancellation and a varying percentage of the profits we would have realized had the contract been completed. Many of our ROV contracts have 30-day notice termination clauses. We typically have no contractual right upon cancellation to the total revenues reflected in our backlog. If we experience significant project terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.

The global financial crisis may impact our business and financial condition in ways that we currently cannot predict.

The continuing credit crisis and related turmoil in the global financial system may have an impact on our business and our financial condition. In particular, the cost of capital has increased substantially while the availability of funds from the capital markets has diminished significantly. Accordingly, our ability to access the capital markets may be restricted or be available only on terms we do not consider favorable. Limited access to the capital markets could adversely impact our ability to take advantage of business opportunities or react to changing economic and business conditions and could adversely impact our ability to continue our growth strategy. Ultimately we may be required to reduce our future capital expenditures substantially. Such a reduction could have a material adverse effect on our business and our consolidated financial condition, results of operations and cash flows.

If one or more of the lenders under our revolving credit facility were to become unable or unwilling to perform their obligations under that facility, our borrowing capacity could be reduced. Our inability to borrow additional amounts under our revolving credit facility could limit our ability to fund our future operations and growth.

The current economic situation could have an impact on our suppliers and our customers, causing them to fail to meet their obligations to us, which could have a material adverse effect on our revenue, income from operations and cash flows. The uncertainty and volatility of the global financial crisis may have further impacts on our business and our consolidated financial condition, results of operations and cash flows that we currently cannot predict or anticipate.

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 product and service 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, including:

	•		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 relationships subsequent to acquisition;
	•		additional 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 the time the acquisition transaction was negotiated;
	•		diversion of management’s 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 impairment resulting from the overpayment for an acquisition.

Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms. Moreover, to the extent an acquisition transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on credit availability.

Additionally, an acquisition may bring us into businesses we have not previously conducted and expose us to additional business risks that are different from those we have previously experienced.

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 revenues.

Our success depends on the continued active participation of our executive 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, our operations depend, to a considerable extent, on the continuing availability of such personnel. If we should suffer any material loss of personnel to competitors or be unable to employ additional or replacement personnel with the requisite level of training and experience to adequately operate our equipment, our operations could be adversely affected. While we believe our wage rates are competitive and our relationships with our employees are satisfactory, a significant increase in the wages paid by other employers could result in a reduction in our workforce, increases in wage rates, or both. If either of these events occurred for a significant period of time, our financial condition and results of operations could be adversely impacted.

Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could weaken our ability to win contracts, which could result in reduced revenues and profits.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one or more of our employees, agents or partners could have a significant negative impact on our business and reputation. Such misconduct could include the failure to comply with the U.S. Foreign Corrupt 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 government procurement regulations, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting and various other applicable laws or regulations. The precautions we take to prevent and detect misconduct, fraud or non-compliance with applicable laws and regulations may not be effective, and we 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 condition, results of operations and cash flows.

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 financial 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

products and services. This factor is significant to our segments’ businesses, particularly in the segments within our Oil and Gas business, where capital investment is critical to our ability to compete.

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 the offshore oilfield business. These include blowouts, explosions, fires, collisions, capsizings and severe weather conditions. These hazards could result in personal injury and loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage and suspension of operations. 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 requiring the customers to hold us harmless from some of these risks, our insurance and contractual indemnity 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 the failure of a customer to meet its indemnification obligations to us could materially and adversely 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 industry. 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 in the future add significantly to our operating costs 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 with those laws and regulations can expose us to significant liabilities.

Risks 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 into the environment. Permits are required for the operation of various facilities, and those permits 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 cases, 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 applicable requirements when 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 we seek to obtain from our customers may not be sufficient or effective to protect us under all circumstances or against all risks involving compliance with environmental laws and regulations.

Our internal controls may not be sufficient to achieve all stated goals and objectives.

Our internal controls and 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 and procedures is based, in part, on various assumptions about the likelihood of future events. We cannot assure you 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, liabilities and results of operations.

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.

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 preferences, powers and relative, participating, optional and other rights, including preferences over our common stock respecting dividends 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 value of our common stock. 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 specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign 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 change in control of our company, even if that change would be beneficial to our shareholders.

The existence of some provisions in 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 make acquiring control of our company difficult, including:

	•		provisions 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;
	•		provisions requiring the approval of the holders of at least 80% of our voting stock for a broad range of 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, we have adopted a shareholder rights plan that would cause extreme dilution to any person or group who attempts to acquire a significant interest in Oceaneering without advance approval of our board of directors, while the Delaware General Corporation Law would impose some restrictions on mergers and other business combinations between us and any holder of 15% 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. In these locations, we typically lease or own 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 to work sites. All sites are available to support any of our business segments as the need arises. The groupings that follow associate our significant offices with the primary business segment they serve.

Oil and Gas. In general, our ROV, Subsea Projects and Inspection segments share facilities. Our location in Morgan City, Louisiana is the largest of these facilities and 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 U.S. In 2007, we moved to a larger facility in Morgan City that consolidated several separate facilities in the area. We have regional support offices for our North Sea, West Africa and Southeast Asia operations in: Aberdeen, Scotland; Stavanger, Norway; Dubai; and Singapore. We also have operational bases in various other locations, the most significant of which are in Angola and Nigeria.

We use workshop and office space in Houston, Texas in both our Subsea Products and Mobile Offshore Production Systems business segments. Our manufacturing facilities for our Subsea Products segment are located in or near: Houston, Texas; Panama City, Florida; Edinburgh, Scotland; Nodeland and Kristiansund, Norway; and Rio de Janeiro, 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 be reasonably anticipated in the foreseeable future. The Panama City, Florida facility was completed in 2004, and has since added the additional capability to produce steel tube umbilicals. We also added steel tube capability to our plant in Brazil during 2004 and significantly increased our thermoplastic capability in Scotland in 2006. Operations of the mobile offshore production unit Ocean Producer are supported through our office in Houston. Operations of the Ocean Legend are supported from our office in Perth, Australia.

Our principal manufacturing facilities are located on properties we own or hold under a long-term lease, expiring in 2014. The other facilities we use in our Oil and Gas business segments are on properties we lease.

Advanced Technologies. Our primary facilities for our Advanced Technologies segment are leased offices and workshops in Hanover, Maryland. We have regional support offices in Chesapeake, Virginia; Pearl Harbor, Hawaii; and San Diego, California, which support our services for the U.S. Navy. We also have an office in Orlando, Florida, which supports our commercial theme park animation activities, and facilities in Houston, Texas, which primarily support our space industry activities.

ITEM 3. LEGAL PROCEEDINGS.

In the ordinary course of business, we are subject to actions for damages alleging personal injury under the general maritime laws of the U.S., including the Jones Act, for alleged negligence. We report actions for personal injury to our insurance carriers and believe that the settlement or disposition of those claims will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of our security holders, through the solicitation of proxies or otherwise, during the last three months of the year ended December 31, 2008.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

From time to 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 backlog, revenue, income and capital spending. Forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement 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 report in Item 1 – “Business,” Item 2 – “Properties” and Item 3 – “Legal Proceedings” and in Part II of this report in Item 7 – “Management’s 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 Financial 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 any obligation to update these statements, and we caution you not to rely unduly on them. We have based these forward-looking statements on our current 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 to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

	•		worldwide demand for and prices of oil and gas;
	•		the continued availability of qualified personnel;
	•		general economic and business conditions and industry trends;
	•		the volatility and uncertainties of credit markets;
	•		the highly competitive nature of our businesses;
	•		decisions about offshore developments to be made by oil and gas companies;
	•		cancellations of contracts and the resulting adjustments to our backlog;
	•		the increased use of subsea completions and our ability to capture associated market share;
	•		the continued strength of the industry segments in which we are involved;
	•		the levels of oil and gas production to be processed by the Medusa field production spar platform;
	•		our future financial performance, including availability, terms and deployment of capital;
	•		our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources;
	•		operating risks normally incident to offshore exploration, development and production operations;
	•		hurricanes and other adverse weather conditions;
	•		delays in deliveries of deepwater drilling rigs;
	•		cost and time associated with drydocking of our vessels;
	•		changes in, or our ability to comply with, government regulations, including those relating to the environment;
	•		the risks associated with integrating businesses we acquire;
	•		rapid technological changes; and
	•		social, political, military and economic situations in foreign countries where we do business and the possibilities of war, other armed conflicts 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 report or elsewhere by us or on our behalf. We have discussed most of these

factors in more detail elsewhere 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 statements. We do not intend to update our description of important factors each time a potential important factor 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 caution and common sense when considering our forward-looking statements.

Part II

ITEM 5.		MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is listed on the New York Stock Exchange under the symbol OII. We submitted to the New York Stock Exchange during 2008 a certification of our Chief Executive Officer regarding compliance with the Exchange’s corporate governance listing standards. We also included as exhibits to this annual report on Form 10-K, as filed with the SEC, the certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002.

The following table sets out, for the periods indicated, the high and low sales prices for our common stock as reported on the New York Stock Exchange (consolidated transaction reporting system):

		2008								2007
		High				Low				High				Low
For the quarter ended:
March 31		$	76.40			$	54.37			$	43.64			$	35.40
June 30			82.49				60.63				54.08				42.10
September 30			78.22				49.00				76.85				52.03
December 31			52.10				18.05				85.88				62.07

On February 13, 2009, there were 497 holders of record of our common stock. On that date, the closing sales price, as quoted on the New York Stock Exchange, was $32.85. We have not made any common stock dividend payments since 1977, and we currently have no plans to pay cash dividends. Our credit agreements contain restrictions on the payment of dividends. See Note 4 of Notes to Consolidated Financial Statements included in this report.

We repurchased 986,400 shares of our common stock for $54.9 million in 2008. We did not repurchase any shares of our common stock in 2007.

EQUITY COMPENSATION PLAN INFORMATION

The following presents equity compensation plan information as of December 31, 2008:

Number of securities

Number of securities

remaining available for

to be issued upon

Weighted-average

future issuance under equity

exercise of

exercise price of

compensation plans

outstanding options,

outstanding options,

(excluding securities

Plan Category

warrants and rights

warrants and rights

reflected in the first column)

Equity compensation plans approved by security holders

71,000

$

16.54

1,816,617

Equity compensation plans not approved by security holders

81,900

$

17.60

—

Total

152,900

$

17.11

1,816,617

At December 31, 2008, there were: (1) no shares of Oceaneering common stock under equity compensation plans not approved by security holders available for grant; and (2) 1,816,617 shares of Oceaneering common stock under equity compensation plans approved by security holders available for grant, in the form of stock options, stock appreciation rights or stock awards, subject to no more than a remaining 536,117 shares being used for awards other than stock options or stock appreciation rights to employees and nonemployee directors of Oceaneering. In light of the expense recognition requirements adopted by the Financial Accounting Standards Board effective as of January 1, 2006, the Compensation Committee of our Board of Directors has expressed its intention to refrain from using stock options as a component of employee compensation for our executive officers and other employees for the foreseeable future. Additionally, our Board of Directors has expressed its intention to refrain from using stock options as a component of nonemployee director compensation for the foreseeable future. For a description of the material features of each of these plans, see Note 8 of Notes to Consolidated Financial Statements.

ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth certain selected historical consolidated financial data and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operation and our Consolidated Financial Statements and Notes included in this report. The following information may not be indicative of our future operating results.

Results of Operations:

		Year Ended December 31,
(in thousands, except per share amounts)		2008				2007				2006				2005				2004
Revenue		$	1,977,421			$	1,743,080			$	1,280,198			$	998,543			$	780,181
Cost of services and products			1,512,621				1,329,795				984,077				819,263				648,378
Gross margin			464,800				413,285				296,121				179,280				131,803
Selling, general and administrative expense			147,242				123,662				101,785				85,211				67,939
Income from operations		$	317,558			$	289,623			$	194,336			$	94,069			$	63,864
Net income		$	199,386			$	180,374			$	124,494			$	62,680			$	40,300
Diluted earnings per share			3.58				3.24				2.26				1.17				0.78
Depreciation and amortization, including impairment charge			115,029				93,776				80,456				79,613				65,619
Capital expenditures, including business acquisitions			252,277				233,795				193,842				142,269				153,184

Other Financial Data:

		As of December 31,
(in thousands, except ratios)		2008				2007				2006				2005				2004
Working capital ratio			2.09				1.98				1.87				1.77				1.62
Working capital		$	390,378			$	331,594			$	243,939			$	171,566			$	106,204
Total assets			1,670,020				1,531,440				1,242,022				989,568				819,664
Long-term debt			229,000				200,000				194,000				174,000				142,172
Shareholders’ equity			967,654				915,310				696,764				536,118				454,437

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Certain statements in this annual report on Form 10-K, including, without limitation, statements regarding the following matters are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995:

	•		our business strategy;
	•		our plans for future operations;
	•		industry conditions;
	•		our expectations about 2009 earnings per share and segment operating results, and the factors underlying those expectations, including our expectations about demand for our deepwater oilfield services and products as a result of the factors we specify in the “Overview” below;
	•		projections relating to subsea tree orders;
	•		the adequacy of our liquidity and capital resources to support our operations and internally-generated growth initiatives;
	•		our projected capital expenditures for 2009;
	•		the adequacy of our accruals for uninsured expected liabilities from workers’ compensation, maritime employer’s liability and general liability claims;
	•		our expectation that our total unrecognized tax benefits will not significantly increase or decrease in the next 12 months;
	•		our expectations about the cash flows from our investment in Medusa Spar LLC, and the factors underlying those expectations;
	•		our expectations regarding 2009 operating income for each of our segments and the factors underlying those expectations;
	•		our anticipated effective tax rate for 2009; and
	•		our backlog.

These forward-looking statements are subject to various risks, uncertainties and assumptions, including those we refer to under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in Part I of this report. 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 have been correct. Accordingly, evaluation of our future prospects must be made with caution when relying on forward-looking information.

Overview

The table that follows sets out our revenue and profitability for 2008, 2007 and 2006.

		Year Ended December 31,
(dollars in thousands)		2008				2007				2006
Revenue		$	1,977,421			$	1,743,080			$	1,280,198
Gross Margin			464,800				413,285				296,121
Gross Margin %			24	%			24	%			23	%
Operating Income			317,558				289,623				194,336
Operating Income %			16	%			17	%			15	%
Net Income			199,386				180,374				124,494

During 2008, we generated approximately 92% of our revenue, and 98% of our operating income, from our services and products provided to the oil and gas industry. In 2008, we increased revenue by 13%, led by our Subsea Products (up 25%) and ROV (up 18%) segments. Our Subsea Products segment revenue increased from sales of Oceaneering Intervention Engineering specialty subsea products and Oceaneering Multiflex umbilicals. Our ROV segment increase was a result of an improvement in average revenue per day on hire and growth in days on hire for our expanded work-class fleet.

The $199.4 million consolidated net income we earned in 2008 was the highest in our history. The $19.0 million increase from 2008 net income was attributable to higher profit contributions from our ROV, Subsea Products and Inspection segments, with each setting annual profit records. The ROV and Subsea Products improvements reflected our strategic focus on deepwater and subsea

completion activity. Our Inspection increase was due to additional, higher-margin work on offshore production platforms, LNG and petrochemical facilities and pipelines.

In 2008, we invested in the following major capital projects:

	•		additions of work-class ROVs, including 21 placed into service during the year;
	•		expenditures to increase capabilities at our Subsea Products manufacturing facilities; and
	•		purchase of Norway-based GTO Subsea AS (“GTO”), a rental provider of specialized subsea dredging and excavation equipment.

For 2009, we expect the demand for many of our deepwater oilfield services and products will decrease, with the exception of our ROV services. We believe the general decline in demand will be driven by lower crude oil prices attributable to decreasing hydrocarbon demand from the ongoing global recession. However, we expect our deepwater operations will be affected to a lower extent than the general decline in worldwide oil and gas activities, as we believe the trend for our customers to increasingly invest in deepwater projects will continue. Our belief is based on the length of time needed to plan and execute deepwater projects, and the long-term outlook for oil and gas supply, which includes limited non-OPEC supply growth, rapid reservoir depletion rates and eventually increasing hydrocarbon demand.

We expect our 2009 diluted earnings per share to be in the range of $3.00 to $3.60, as compared to $3.58 in 2008, with an increase in operating income in our ROV segment and decreases in our Subsea Projects and Inspection segments. We anticipate ROV operating income to increase in 2009 as a result of a higher average fleet size.

We believe the 2009 results from our Subsea Products segment could be similar to those of 2008. The expected decline in demand for our Subsea Products should be substantially offset by improved efficiencies and project execution in our manufacturing operations. However, further project delays by our customers would result in a decrease in Subsea Products operating income from that of 2008.

We use our ROVs in the offshore oil and gas industry to perform a variety of underwater tasks, including drill support, installation and construction support, pipeline inspection and surveys and subsea production facility inspection, repair and maintenance. The largest percentage of our ROVs is usually used to provide drill support services. Therefore, utilization of floating drilling rigs is a leading market indicator for this business. The following table shows average floating rig use and our ROV utilization.

		2008				2007				2006
Average number of floating rigs in use			201				196				191
ROV days on hire (in thousands)			65				63				56
ROV utilization			82	%			87	%			85	%

According to industry data published by ODS-Petrodata, at the end of 2008 there were 211 floating drilling rigs in the world. Ninety-eight additional floating rigs were on order and scheduled to be delivered through 2012, and 70 of these have been contracted long-term, for an average term of over six years. Demand for floating rigs is our primary driver of future growth prospects, on a concurrent or delayed basis.

According to industry data published by Quest Offshore Resources, Inc., there were less than 600 subsea completions before 1990 and approximately 1,100 in the decade of the 1990s. Quest is currently forecasting that there will be approximately 3,200 subsea completion installations in the decade of the 2000s and over 7,000 in the decade of the 2010s. According to Quest, the projected global market for subsea tree orders is expected to increase more than 80% in the 2009-2013 time period compared to the previous five years. In addition to floating rig demand, subsea tree orders are another leading indicator of the strength of the deepwater market and the primary demand driver for our Subsea Products lines.

Critical Accounting Policies and Estimates

We have based the following discussion and analysis of our financial condition and results of operations on our consolidated financial statements, which we have prepared in conformity with accounting principles generally accepted in the U.S. These principles require us to make various estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the periods we present. We base our estimates on historical experience, available information and other assumptions we believe to be reasonable under the circumstances. On an ongoing basis, we evaluate our estimates; however, our actual results may differ from these estimates under different assumptions or conditions. The following discussion summarizes the accounting policies we believe (1) require our management’s most difficult, subjective or complex judgments and (2) are the most critical to our reporting of results of operations and financial position.

Revenue Recognition. We recognize our revenue according to the type of contract involved. On a daily basis, we recognize revenue under contracts that provide for specific time, material and equipment charges, which we bill periodically, ranging from weekly to monthly.

We recognize our revenue according to the type of contract involved. On a daily basis, we recognize revenue under contracts that provide for specific time, material and equipment charges, which we bill periodically, ranging from weekly to monthly.

We account for significant fixed-price contracts, which we enter into mainly in our Subsea Products segment, and occasionally in our Subsea Projects and Advanced Technologies segments, using the percentage-of-completion method. In 2008, we accounted for 16% of our revenue using the percentage-of-completion method. In determining whether a contract should be accounted for using the percentage-of-completion method, we consider whether:

	•		the customer provides specifications for the construction of facilities or production of goods or for the provision of related services;
	•		we can reasonably estimate our progress towards completion and our costs;
	•		the contract includes provisions as to the enforceable rights regarding the goods or services to be provided, consideration to be received and the manner and terms of payment;
	•		the customer can be expected to satisfy its obligations under the contract; and
	•		we can be expected to perform our contractual obligations.

Under the percentage-of-completion method, we recognize estimated contract revenue based on costs incurred to date as a percentage of total estimated costs. Changes in the expected cost of materials and labor, productivity, scheduling and other factors affect the total estimated costs. Additionally, external factors, including weather or other factors outside of our control, may also affect the progress and estimated cost of a project’s completion and, therefore, the timing of income and revenue recognition. We routinely review estimates related to our contracts and reflect revisions to profitability in earnings immediately. If a current estimate of total contract cost indicates an ultimate loss on a contract, we recognize the projected loss in full when we determine it. In prior years, we have recorded adjustments to earnings as a result of revisions to contract estimates. Although we are continually striving to improve our ability to estimate our contract costs and profitability, adjustments to overall contract costs could be significant in future periods.

We recognize the remainder of our revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, price is fixed or determinable and collection is reasonably assured.

Long-lived Assets. We evaluate our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be appropriate. We base these evaluations on a comparison of the assets’ carrying values to forecasts of undiscounted cash flows associated with the assets or quoted market prices. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. Our expectations regarding future sales and undiscounted cash flows are highly subjective, cover extended periods of time and depend on a number of factors outside our control, such as changes in general economic conditions, laws and regulations. Accordingly, these expectations could differ significantly from year to year. In 2008, we recorded an impairment charge of $5.7 million to reduce our investment in the Ocean Pensador, an oil tanker we are holding for possible conversion, to its fair value.

We charge the costs of repair and maintenance of property and equipment to operations as incurred, while we capitalize the costs of improvements. In September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. AUG AIR-1, Accounting for Planned Major Maintenance Activities. This FASB Staff Position prohibits companies from recognizing planned major maintenance costs by accruing a liability over several reporting periods before the maintenance is performed ¯ the accrue-in-advance method. We previously used the accrue-in-advance method for anticipated drydocking of our vessels. This FASB Staff Position was effective for us beginning January 1, 2007, and we have since charged drydocking expenses to the income statement as incurred. There was no material effect on our financial statements from the change.

Goodwill. We account for acquisitions using the purchase method of accounting, with the purchase price being allocated to the net assets acquired based on their fair market values at the date of acquisition. In accordance with the requirements of Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, we test the goodwill attributable to each of our reporting units for impairment. Except for Inspection, which is tested as a single reporting unit, our operating units are one level below our business segments. We estimate fair value of the reporting units using discounted cash flow methodologies and market comparable information. Changes in estimate of our future cash flows may result in goodwill impairments in the future.

Loss Contingencies. We self-insure for workers’ compensation, maritime employer’s liability and comprehensive general liability claims to levels we consider financially prudent and carry insurance for exposures beyond the self-insurance levels, which can be by

occurrence or in the aggregate. We determine the level of accruals by reviewing our historical experience and current year claim activity. We do not record accruals on a present-value basis. We review larger claims with insurance adjusters and establish specific reserves for known liabilities. We establish an additional reserve for incidents incurred but not reported to us for each year using our estimates and based on prior experience. We believe we have established adequate accruals for uninsured expected liabilities arising from those obligations. However, it is possible that future earnings could be affected by changes in our estimates relating to these matters.

We are involved in various claims and actions against us, most of which are covered by insurance. We believe that our ultimate liability, if any, that may result from these claims and actions will not materially affect our financial position, cash flows or results of operations.

Income Taxes. Effective January 1, 2007, we adopted FASB Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes. This interpretation clarifies the criteria for recognizing income tax benefits under Statement of Financial Accounting Standards (“SFAS”) No. 109, and requires disclosures about uncertain tax positions. Under FIN 48, 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 made an adjustment of $1.6 million to reduce our retained earnings as of January 1, 2007 to record the effect of our adoption of this interpretation.

We account for any applicable interest and penalties on uncertain tax positions as a component of our provision for income taxes on our financial statements. We charged $0.4 million to income tax expense in 2008 for penalties and interest for uncertain tax positions, which brought our total liabilities for penalties and interest on uncertain tax positions to $3.2 million on our balance sheet at December 31, 2008. Including associated foreign tax credits and penalties and interest, we have accrued a net total of $5.7 million in the caption “other long-term liabilities” on our balance sheet 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 unrecognized tax benefits will significantly increase or decrease in the next 12 months.

Our tax provisions are based on our expected taxable income, statutory rates and tax-planning opportunities available to us in the various jurisdictions in which we operate. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws. We are at risk that a taxing authority’s final determination of our tax liabilities may differ from our interpretation. Our effective tax rate may fluctuate from year to year as our operations are conducted in different taxing jurisdictions, the amount of pre-tax income fluctuates and our estimates regarding the realizability of items such as foreign tax credits may change. In 2008, 2007 and 2006, we recorded reductions of income tax expense of $0.6 million, $1.1 million and $1.3 million, respectively, resulting from the resolution of uncertain tax positions related to certain tax liabilities we recorded in prior years. Current income tax expense represents either nonresident withholding taxes or the liabilities expected to be reflected on our income tax returns for the current year, while the net deferred income tax expense or benefit represents the change in the balance of deferred tax assets or liabilities as reported on our balance sheet.

We establish valuation allowances to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future. We currently have no valuation allowances. While we have considered estimated future taxable income and ongoing prudent and feasible tax-planning strategies in assessing the need for the valuation allowances, changes in these estimates and assumptions, as well as changes in tax laws, could require us to adjust the valuation allowances for our deferred tax assets. These adjustments to the valuation allowance would impact our income tax provision in the period in which such adjustments are identified and recorded.

For a summary of our major accounting policies and a discussion of recently adopted accounting standards, please read Note 1 to our Consolidated Financial Statements.

Liquidity and Capital Resources

We consider our liquidity and capital resources adequate to support our operations and internally-generated growth initiatives. At December 31, 2008, we had working capital of $390 million, including cash and cash equivalents of $11 million. Additionally, we had $196 million available under our revolving credit facility, which currently extends to January 2012. We had total borrowings of $229 million at December 31, 2008, with total maturities in 2009 of $105 million. The 2009 maturities include $85 million due under our one-year term loan agreement. Maturities in 2009 are not classified as current as of December 31, 2008, since we are able and have the intent to extend the stated maturities by borrowing amounts equal to the 2009 maturities under the revolving credit facility, with a maturity date after one year. At December 31, 2008, our debt-to-total capitalization ratio was 19%. Our net cash provided by operating activities was $248 million, $209 million and $151 million for 2008, 2007 and 2006, respectively.

Our capital expenditures, including business acquisitions, for 2008, 2007 and 2006 were $252 million, $234 million and $194 million, respectively. We plan to invest approximately $175 million in 2009, the majority of which will support growth of our ROV fleet to meet firm demand. Capital expenditures in 2008 included expenditures for: additions and upgrades to our ROV fleet; the purchase of GTO for $40 million; vessel upgrades; and facility expansions for our specialty subsea products. Capital expenditures in 2007 included expenditures for: additions and upgrades to our ROV fleet; the purchase of Norway-based Ifokus Engineering AS (“Ifokus”), a designer and manufacturer of specialty subsea products, for $20 million; vessel upgrades; the acquisition of a small inspection company in the United Kingdom; and facility expansions in the United Kingdom, Norway, Morgan City, LA and Houston. Our facility expansions in the United Kingdom, Norway and Houston during 2007 related to our Subsea Products manufacturing operations, and our Morgan City expansion supports our ROV and Subsea Projects operations. Our capital expenditures during 2006 included $113 million in our ROV segment, principally for additions and upgrades to our ROV fleet to expand the fleet and replace units we retired and for facilities infrastructure. In 2006, we commenced improvements in our Subsea Products facilities, including the addition of equipment to increase manufacturing capacity at our umbilical plant in the U.K. and our subsea valve facility in Norway and purchased an oil tanker for possible future conversion to a mobile offshore production and storage system in the event we obtain a suitable contract. We also began upgrades to a dynamically positioned vessel and began construction of a saturation diving system to meet demand in our Subsea Projects segment.

Our capital expenditures during 2008 and 2007 included $146 million and $122 million, respectively, in our ROV segment, principally for additions and upgrades to our ROV fleet to expand the fleet and replace units we retired and for facilities infrastructure to support our growing ROV fleet size. We plan to continue adding ROVs at levels we determine appropriate to meet market opportunities as they arise. We added 21 and 31 ROVs to our fleet and disposed of four and seven units during 2008 and 2007, respectively, resulting in a total of 227 systems in the fleet at December 31, 2008.

In 2006, we chartered a larger deepwater vessel, the Ocean Intervention III, for three years, with extension options for up to six additional years. The initial three-year term of the charter began in May 2007. We also chartered an additional larger deepwater vessel, the Olympic Intervention IV, for an initial term of five years, which began in the third quarter of 2008. We outfitted each of these larger deepwater vessels with two of our high-specification work-class ROVs, and we expect to utilize these vessels to perform subsea hardware installation and inspection, repair and maintenance projects, and to conduct well intervention services in the ultra-deep waters of the Gulf of Mexico.

We have not guaranteed any debt not reflected on our consolidated balance sheet. In December 2003, we acquired a 50% interest in Medusa Spar LLC. At formation, Medusa Spar LLC borrowed $84 million, or approximately 50% of its total capitalization, from a group of banks. The loan was repaid in 2008. We expect the majority of the positive net cash flow generated in the future by Medusa Spar LLC will be distributed to the equity holders. We received $2.5 million, $3.4 million and $5.4 million of cash distributions from Medusa Spar LLC and recognized $1.9 million, $3.8 million and $11.2 million of equity in the earnings of Medusa Spar LLC in 2008, 2007 and 2006, respectively. Medusa Spar LLC is a variable interest entity under FIN 46R, Consolidation of Variable Interest Entities. As we are not the primary beneficiary of Medusa Spar LLC, we are accounting for our investment in Medusa Spar LLC using the equity method of accounting. At December 31, 2008, our investment in Medusa Spar LLC was $63 million.

Our principal source of cash from operating activities is our net income, adjusted for the non-cash expenses of depreciation and amortization (including impairment charge), deferred income taxes and noncash compensation under our restricted stock plans. Our $248 million, $209 million and $151 million of cash provided from operating activities in 2008, 2007 and 2006, respectively, were net of increases of $72 million, $55 million and $46 million, respectively, in accounts receivable and increases of $17 million, $91 million and $84 million, respectively, in inventory and other current assets. The increases in accounts receivable were due to increases in revenue in the fourth quarter of the respective year as compared to the fourth quarter of the preceding year. At December 31, 2008, we also had additional receivables related to our Subsea Projects diving and vessel activity, including our work from The Performer, which we mobilized to Angola in the third quarter of 2008. The initial customer payments on The Performer‘s contract in Angola were delayed beyond December 31, 2008, but have subsequently been made. The increases in inventory and other current assets principally related to ROV requirements and Subsea Products raw materials. The raw materials increases in 2007 and 2006 related to preparations for building goods in our Subsea Products segment, which experienced revenue increases of 25% and 43% in 2008 and 2007, respectively. The raw materials inventory decreased during 2008 as we have a lower backlog at December 31, 2008 than we had at December 31, 2007. The increases in ROV inventory related to equipment waiting for assembly into ROVs to be placed in service in subsequent years and increases in parts to be used for servicing our growing ROV fleet.

In 2008, we used $246 million in investing activities, including $146 million to modernize and add additional units to our ROV fleet and $78 million to increase our Subsea Products capabilities, including our acquisition of GTO for $40 million. In 2007, we used $227 million in investing activities, including $122 million to modernize and add additional units to our ROV fleet, $66 million to add capacity to our Subsea Products facilities, including our acquisition of Ifokus for $20 million. In 2006, we used $187 million in investing activities, including $113 million to modernize and add additional units to our ROV fleet and $38 million to add capacity to our Subsea Products facilities.

In 2008, 2007 and 2006, we received $2 million, $5 million and $8 million, respectively, in cash flow from financing activities as proceeds from the sale of our common stock pursuant to the exercise of employee stock options. In addition, in 2008, 2007 and 2006, we received $7 million, $8 million and $7 million, respectively, of tax benefit realized from tax deductions in excess of financial statement expense related to our stock-based compensation plans.

In September 2002, our Board of Directors approved a plan to repurchase up to 6,000,000 shares of our common stock, subject to a $75 million aggregate purchase price limitation. During 2008, we completed the authorized repurchases under the plan by repurchasing 986,400 shares at a total cost of $54.9 million, which is reflected in our cash used in financing activities. Under our stock repurchase plan, we repurchased 2,782,000 shares of common stock from 2002 through 2008 at a total cost of $75 million. Through December 31, 2008, we had reissued all but 941,600 of these shares, primarily in connection with stock-based compensation plans. For a description of our incentive plans, please read Note 8 to our Consolidated Financial Statements.

Because of our significant foreign operations, we are exposed to currency fluctuations and exchange risks. We generally minimize these risks primarily through matching, to the extent possible, revenue and expense in the various currencies in which we operate. Cumulative translation adjustments as of December 31, 2008 relate primarily to our net investments in, including long-term loans to, our foreign subsidiaries. A stronger U.S. dollar against the U.K. pound sterling and the Norwegian kroner would result in lower operating income in our Inspection and ROV segments. See Item 7A – “Quantitative and Qualitative Disclosures About Market Risk.” Inflation has not had a material effect on our revenue or income from operations in the past three years, and no such effect is expected in the near future.

Results of Operations

Information on our business segments is shown in Note 6 of the Notes to Consolidated Financial Statements included in this report.

Oil and Gas. The table that follows sets out revenue and profitability for the business segments within our Oil and Gas business.

		Year Ended December 31,
(dollars in thousands)		2008				2007				2006
Remotely Operated Vehicles
Revenue		$	625,921			$	531,381			$	410,256
Gross Margin			221,270				168,322				129,929
Gross Margin %			35	%			32	%			32	%
Operating Income			190,343				144,242				111,022
Operating Income %			30	%			27	%			27	%
Utilization %			82	%			87	%			85	%
Subsea Products
Revenue			649,857				521,937				364,510
Gross Margin			146,747				133,285				81,380
Gross Margin %			23	%			26	%			22	%
Operating Income			96,046				92,804				53,645
Operating Income %			15	%			18	%			15	%
Subsea Projects
Revenue			256,517				257,752				155,046
Gross Margin			81,534				100,577				65,119
Gross Margin %			32	%			39	%			42	%
Operating Income			72,816				92,841				59,585
Operating Income %			28	%			36	%			38	%
Inspection
Revenue			249,109				219,686				169,014
Gross Margin			48,518				37,195				28,501
Gross Margin %			19	%			17	%			17	%
Operating Income			31,017				22,749				14,946
Operating Income %			12	%			10	%			9	%
Mobile Offshore Production Systems
Revenue			39,274				50,103				52,931
Gross Margin			8,361				12,443				17,136
Gross Margin %			21	%			25	%			32	%
Operating Income			6,730				11,048				16,001
Operating Income %			17	%			22	%			30	%
Total Oil and Gas
Revenue		$	1,820,678			$	1,580,859			$	1,151,757
Gross Margin			506,430				451,822				322,065
Gross Margin %			28	%			29	%			28	%
Operating Income			396,952				363,684				255,199
Operating Income %			22	%			23	%			22	%

In response to continued increasing demand to support deepwater drilling and identified future construction and production maintenance work, we continue to build new ROVs. These new vehicles are designed for use around the world in water depths of 10,000 feet or more. We added 21 and 31 ROVs in 2008 and 2007, respectively, while disposing of 11 units over the two-year period. We plan to continue adding ROVs at levels we determine appropriate to meet market opportunities.

For 2008 and 2007, our ROV revenue increased 18% and 30% over the respective prior years from improvements in average revenue per day-on-hire and growth in days on hire for our expanded work-class fleet. We grew our fleet size to 227 at December 31, 2008 from 210 at December 31, 2007 and 186 at December 31, 2006. Operating income increased by 32% in 2008 over 2007 and 30% in 2007 over 2006.

We anticipate ROV operating income to increase in 2009 as a result of a higher average fleet size. In addition to having a full year of service from the units we added during 2008, we expect to add approximately 24 to 30 ROVs in 2009.

Our Subsea Products revenue for 2008 and 2007 rose 25% and 43% over the respective prior year on increased sales of our specialty subsea products and umbilicals. In 2008, our operating margin percentage decreased from 18% to 15% due to higher costs of engineering and manufacturing on our first two blowout preventer (“BOP”) control systems and slightly lower margins on several of our other specialty product lines. In 2007, our operating margin increased from 15% to 18% as a result of better design and pricing and improved manufacturing execution, including better throughput and resolution during 2006 of startup problems at our U.S. umbilical plant.

We anticipate our Subsea Products segment operating income in 2009 could be similar to 2008, with an anticipated decline in demand for our products offset by expected improvements in execution performance in our manufacturing operations. However, further project delays by our customers would result in a decrease in Subsea Products operating income from that of 2008. Our Subsea Products backlog was $298 million at December 31, 2008 compared to $338 million at December 31, 2007.

Our 2008 Subsea Projects operating income declined $20 million from 2007 on relatively flat revenue due to a softer market for our diving and shallow water vessel services, principally as a result of the substantial completion of work associated with damage caused by hurricanes in 2004 and 2005; costs incurred to mobilize the Olympic Intervention IV to the Gulf of Mexico and complete its preparation for service; and expenses we incurred associated with regulatory inspection of four of our vessels. The 2007 amount included a $3.5 million gain from the sale of an ROV support vessel. The revenue shortage from the factors mentioned above was partially offset by additional revenue from a full year of availability from the Ocean Intervention III and the fourth quarter utilization of the Olympic Intervention IV.

In 2007, our Subsea Projects segment experienced higher revenue and operating income than 2006 from an increase in hurricane damage-related projects. Our operating income rose by over 55% on an increase in revenue of 66%. We continued to experience favorable pricing for and utilization of our vessel and diving assets. Additionally, during the year we added a saturation diving system, placed The Performer back into service after its upgrade, and chartered and utilized two dynamically positioned vessels and a barge. Our margin percentages decreased due to the high third-party cost content of the chartered assets.

We anticipate our 2009 operating income for Subsea Projects to be less than in 2008, as we foresee a continuation of declining demand for our shallow water services and competitive pressure in our deepwater vessel market, due to an increase in industry vessel availability.

In 2008 and 2007, our Inspection revenue and margins continued to increase, due to strong growth in all of the geographic areas we serve. We continued to sell more value-added services at improved pricing.

We expect that our Inspection segment operating income will decrease in 2009, due to a lower exchange rate for the U.K. pound sterling against the U.S. dollar and decreased demand for our services.

Our Mobile Offshore Production Systems’ two operating units continued to work under the same contracts. The decreases in margins in 2008 were the result of a $5.7 million impairment charge to reduce our investment in the Ocean Pensador, an oil tanker we are holding for possible conversion, to its fair value and the decline in the dayrate of the Ocean Legend, as per the customer renewal option terms in the existing contract. The decreases in margins in 2007 were the result of $2.8 million of expenses incurred to move the Ocean Pensador from the U.S. west coast to Southeast Asia in the fourth quarter of 2007, and the decline in the dayrate of the Ocean Legend, as per the customer renewal option terms in the existing contract. We moved the Ocean Pensador to better position it in the marketplace. The vessel is now closer to several shipyards capable of modifying it for production or storage service, either for us or another owner should we sell it.

We anticipate our Mobile Offshore Production Systems operating income in 2009 will decline from 2008 as a result of a lower dayrate going into effect in mid-May 2009 for the use of the Ocean Legend, as per the customer renewal option terms in the existing contract, and the anticipated end of the current contract on the Ocean Producer in early 2009.

Advanced Technologies. The table that follows sets out revenue and profitability for this segment.

		Year Ended December 31,
(dollars in thousands)		2008				2007				2006
Revenue		$	156,743			$	162,221			$	128,441
Gross Margin			21,596				25,561				19,862
Gross Margin %			14	%			16	%			15	%
Operating Income			9,773				14,458				11,585
Operating Income %			6	%			9	%			9	%

Our Advanced Technologies segment’s 2008 operating income was lower than 2007 due to the completion in September 2007 of an engineering services contract that had been ongoing for more than five years.

Our Advanced Technologies segment’s revenue and margins for 2007 increased from those of 2006 due to increased work for the U.S. Navy on submarine repair and maintenance and general engineering services.

We anticipate our Advanced Technologies 2009 operating income will be slightly higher than 2008.

Unallocated Expenses. Our unallocated expenses, i.e., those not associated with a specific business segment, within gross margin consist of expenses related to our incentive and deferred compensation plans, including restricted stock and bonuses, as well as other general expenses. A portion of our restricted stock expense varies with the market price of our common stock. Our unallocated expenses within operating income consist of those within gross margin plus general and administrative expenses related to corporate functions. The table that follows sets out our unallocated expenses.

		Year Ended December 31,
(dollars in thousands)		2008				2007				2006
Gross margin expenses		$	(63,226	)		$	(64,098	)		$	(45,806	)
% of revenue			3	%			4	%			4	%
Operating expenses			(89,167	)			(88,519	)			(72,448	)
% of revenue			5	%			5	%			6	%

Our unallocated gross margin and operating expenses increased in 2007, primarily due to higher compensation related to incentive plans as a result of record results and an escalation in information technology-related costs to support our growth.

Other. The table that follows sets forth our significant financial statement items below the operating income line.

		Year Ended December 31,
(dollars in thousands)		2008				2007				2006
Interest income		$	907			$	1,198			$	730
Interest expense, net of amounts capitalized			(13,485	)			(15,333	)			(12,920	)
Equity earnings of unconsolidated affiliates:
Medusa Spar LLC			1,894				3,779				11,213
Other			25				251				838
Other income (expense), net			321				(2,020	)			(3,302	)
Provision for income taxes			107,834				97,124				66,401

Interest expense decreased in 2008, primarily from lower interest rates on LIBOR-based borrowings under our revolving credit agreement and term loan. Interest expense increased in 2007, primarily because we used debt to partially finance capital expenditures and acquisitions. Interest expense is net of capitalized interest of $1.0 million and $0.1 million for 2007 and 2006, respectively. We capitalized less than $0.1 million of interest in 2008.

We earn equity income from our 50% investment in Medusa Spar LLC, which we acquired in December 2003. Medusa Spar LLC owns 75% of a production spar in the Gulf of Mexico and earns its revenue from fees charged on production processed through the facility. In 2007, we experienced a decrease in equity in earnings of unconsolidated affiliates from our investment in Medusa Spar LLC due to lower production throughput at the spar, and this trend continued in 2008. If the operator of the producing wells is able to either start producing from other zones in the existing wells, which are anticipated to have higher flow rates than the currently-

producing zones, or connect more wells to the spar, the declining revenue trend would be reversed. However, we do not anticipate this will occur in 2009.

Our effective tax rate, including foreign, state and local taxes, was 35% for each of 2008, 2007 and 2006, which included favorable resolutions of uncertain tax positions of $0.6 million, $1.1 million, $1.3 million, respectively, related to certain tax liabilities we recorded in prior years. For 2009, we anticipate an effective tax rate of approximately 35%.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined by SEC rules.

Contractual Obligations

At December 31, 2008, we had payments due under contractual obligations as follows:

		Payments due by period
(dollars in thousands)		Total				2009				2010-2011				2012-2013				After 2013
Long-term Debt		$	229,000			$	105,000			$	20,000			$	104,000			$	—
Operating Leases			170,052				41,250				54,065				38,721				36,016
Purchase Obligations			76,743				76,743				—				—				—
Other Long-term Obligations reflected on our balance sheet under GAAP			35,391				379				1,696				2,822				30,494
TOTAL		$	511,186			$	223,372			$	75,761			$	145,543			$	66,510

At December 31, 2008, we had outstanding purchase order commitments totaling $77 million, including approximately $20 million for ROV winches and control umbilicals for ROV units and $16 million for specialized steel tubes to be used in our manufacturing of steel tube umbilicals by our Subsea Products segment. The winches and ROV umbilicals have been ordered for new ROVs and for anticipated replacements due to normal wear and tear. We have ordered the specialized steel tubes in advance to meet expected sales commitments. Should we decide not to accept delivery of the steel tubes, we would incur cancellation charges of at least 10% of the amount canceled.

In November 2001, we entered into an agreement with our Chairman (the “Chairman”) who was also then our Chief Executive Officer. That agreement was amended in 2006 and in 2008. Pursuant to the amended agreement, the Chairman relinquished his position as Chief Executive Officer in May 2006 and began his post-employment service period on December 31, 2006. The agreement provides for a specific service period ending no later than August 15, 2011, during which the Chairman, acting as an independent contractor, has agreed to serve as nonexecutive Chairman of our Board of Directors for so long as our Board of Directors desires that he shall continue to serve in that capacity. The agreement provides the Chairman with post-employment benefits for ten years following the sooner to occur of August 15, 2011 or the termination of his services to us. The amendment in 2006 included a lump-sum cash buyout, paid in 2007, of the Chairman’s entitlement to perquisites and administrative assistance during that ten-year period (expected to run from 2011 to 2021). As a result, we recorded $2.8 million of associated expense in the fourth quarter of 2006. The agreement also provides for medical coverage on an after-tax basis to the Chairman, his spouse and children during his service with us and thereafter for their lives. We are recognizing the net present value of the post-employment benefits over the expected service period. If the service period is terminated for any reason (other than the Chairman’s refusal to continue serving), we will recognize all the previously unaccrued benefits in the period in which that termination occurs. Our total accrued liabilities, current and long-term, under this post-employment benefit were $5.6 million and $4.8 million at December 31, 2008 and 2007, respectively.

Effects of Inflation and Changing Prices

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, using historical U.S. dollar accounting, or historical cost. Statements based on historical cost, however, do not adequately reflect the cumulative effect of increasing costs and changes in the purchasing power of the dollar, especially during times of significant and continued inflation.

In order to minimize the negative impact of inflation on our operations, we attempt to cover the increased cost of anticipated changes in labor, material and service costs, either through an estimate of those changes, which we reflect in the original price, or through price escalation clauses in our contracts.

ITEM 7A. 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 manage our exposure to interest rate changes through the use of a combination of fixed- and floating-rate debt. See Note 4 of Notes to Consolidated Financial Statements included in this report for a description of our long-term debt agreements, interest rates and maturities. We believe significant interest rate changes would not have a material near term impact on our future earnings or cash flows. We have interest rate hedges in place on $100 million of floating rate debt under our revolving credit facility for the period August 2008 to August 2011. The hedges fix three-month LIBOR at 3.07% until August 2009 and at 3.31% for the period August 2009 to August 2011.

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 in our Inspection and ROV segments. 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 ($106 million), $21 million and $17 million to our equity accounts in 2008, 2007 and 2006, respectively. Negative adjustments reflect the net impact of the strengthening of the U.S. dollar against various foreign currencies for locations where the functional currency is not the U.S. dollar. Conversely, positive adjustments reflect the effect of a weakening dollar.

We recorded foreign currency transaction gains (losses) of $0.7 million, ($0.3 million) and ($2.5 million) in our Consolidated Income Statements in 2008, 2007 and 2006, respectively, related to our foreign operations. In 2006, the majority of our foreign currency losses related to our U.K. operations. Some of our U.K. subsidiary’s revenue is from U.S. dollar-denominated contracts; if the U.S. dollar weakens against the British pound sterling, we will incur currency losses for the period the related accounts receivable are outstanding.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

In this report, our consolidated financial statements and supplementary data appear following the signature page to this report and are incorporated in this item by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure 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 December 31, 2008 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. There has been no change in our internal control over financial reporting that occurred during the year ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. We developed our internal control over financial reporting through a process in which our management applied its judgment in assessing the costs and benefits of various controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. You should note that the design of any system of controls is based in part on various assumptions about the likelihood of future events, and we cannot assure you that any system of controls will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive, financial and accounting officers, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included a review of the documentation surrounding our financial reporting controls, an evaluation of the design effectiveness of these controls, testing of the operating effectiveness of these controls and an evaluation of our overall control environment. Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2008.

Ernst & Young LLP, an independent registered public accounting firm, has audited our internal control over financial reporting, as stated in their report which follows.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Oceaneering International, Inc.

We have audited Oceaneering International, Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Oceaneering International, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Oceaneering International, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Oceaneering International, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, cash flows, and shareholders’ equity and comprehensive income for each of the three years in the period ended December 31, 2008 of Oceaneering International, Inc. and our report dated February 25, 2009 expressed an unqualified opinion thereon.

Houston, Texas
February 25, 2009

ITEM 9B. OTHER INFORMATION.

We have no other information to report for the fourth quarter of this year covered by this annual report on Form 10-K that would have been required to be, and was not, reported on a Form 8-K.

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information with respect to the directors and nominees for election to our Board of Directors is incorporated by reference from the section “Election of Directors” in our definitive proxy statement to be filed on or before April 30, 2009, relating to our 2009 Annual Meeting of Shareholders.

Information concerning our Audit Committee and the audit committee financial experts is incorporated by reference from the sections entitled “Election of Directors — Corporate Governance” and “The Audit Committee” in the proxy statement referred to in this Item 10. Information concerning our Code of Ethics is incorporated by reference from the section entitled “Election of Directors — Code of Ethics” for the Chief Executive Officer and Senior Financial Officers in the proxy statement referred to in this Item 10.

The information with respect to our executive officers is provided under the heading “Executive Officers of the Registrant” following Item 1 of Part I of this report. There are no family relationships between any of our directors or executive officers.

The information with respect to the reporting by our directors and executive officers and persons who own more than 10% of our Common Stock under Section 16 of the Securities Exchange Act of 1934 is incorporated by reference from the section entitled “Election of Directors — Section 16(a) Beneficial Ownership Reporting Compliance” in the proxy statement referred to in this Item 10.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by Item 11 is incorporated by reference from the sections entitled “Election of Directors — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Report of the Compensation Committee,” “Compensation of Executive Officers,” and “Director Compensation” in the proxy statement referred to in Item 10 above.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by Item 12 is incorporated by reference from (1) the Equity Compensation Plan Information table appearing in Item 5 – “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in Part II of this report and (2) the section “Election of Directors — Security Ownership of Management and Certain Beneficial Owners” in the proxy statement referred to in Item 10 above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by Item 13 is incorporated by reference from the sections entitled “Election of Directors — Corporate Governance” and “Certain Relationships and Related Transactions” in the proxy statement referred to in Item 10 above.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by Item 14 is incorporated by reference from the section entitled “Ratification of Appointment of Auditors — Fees Incurred by Oceaneering for Ernst & Young LLP” in the proxy statement referred to in Item 10 above.

Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

Documents filed as part of this report.

1.

Financial Statements.

	(i)		Report of Independent Registered Public Accounting Firm
	(ii)		Consolidated Balance Sheets (iii) Consolidated Statements of Income
	(iv)		Consolidated Statements of Cash Flows
	(v)		Consolidated Statements of Shareholders’ Equity and Comprehensive Income
	(vi)		Notes to Consolidated Financial Statements

	2.		Financial Statement Schedules
			All schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted because they are not required under the relevant instructions or because the required information is included in the financial statements included herein or in the related footnotes thereto.
	3.		Exhibits:

Registration

or File

Form of

Report

Exhibit

Number

Report

Date

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

* 4.01

Specimen of Common Stock Certificate

1-10945

10-K

March 1993

4

(a)

* 4.02

Amended and Restated Shareholder Rights Agreement dated as of November 16, 2001

1-10945

8-K

Nov. 2001

4.1

* 4.03

Note Purchase Agreement dated as of September 8, 1998 relating to $100,000,000 6.72% Senior Notes due September 8, 2010

1-10945

10-Q

Sept. 1998

4.01

* 4.04

Amended and Restated Credit Agreement ($250,000,000 Revolving Credit Facility with Accordion to $300,000,000) dated as of January 2, 2004

1-10945

10-K

Dec. 2003

4.05

* 4.05

First Amendment to Amended and Restated Credit Agreement dated January 22, 2007

1-10945

8-K

Jan. 2007

4.2

* 4.06

$85,000,000 Credit Agreement dated as of September 31, 2008 among Oceaneering International, Inc., Wells Fargo Bank, N.A. as Administrative Agent and lender and other lender parties or to become lender parties thereto

1-10945

8-K

Sept. 2008

4.1

We and certain of our consolidated subsidiaries are parties to debt instruments under which the total amount of securities Regulation S-K, we agree to furnish a copy of those instruments to the Securities and Exchange Commission on request.

* 10.01+

Defined Contribution Master Plan and Trust Agreement and Adoption Agreement for the Oceaneering International, Inc. Retirement Investment Plan

1-10945

10-K

Dec. 2001

10.01

* 10.02+

Amended and Restated Service Agreement dated as of December 21, 2006 between Oceaneering and John R. Huff

1-10945

8-K

Dec. 2006

10.01

* 10.03+

Modification to Service Agreement dated as of December 21, 2006 between Oceaneering and John R. Huff

1-10945

8-K

Dec. 2008

10.9

* 10.04+

Trust Agreement dated as of May 12, 2006 between Oceaneering and United Trust Company, National Association

1-10945

8-K

May 2006

10.02

Registration

or File

Form of

Report

Exhibit

Number

Report

Date

Number

* 10.05+

First Amendment to Trust Agreement dated as of May 12, 2006 between Oceaneering International, Inc. and Bank of America National Association, as successor trustee

1-10945

8-K

Dec. 2008

10.10

* 10.06+

2002 Non-Executive Incentive Plan

1-10945

10-Q

Sept. 2002

10.03

10.07+

First Amendment to 2002 Non-Executive Incentive Plan of Oceaneering International, Inc.

* 10.08+

Oceaneering International, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009

1-10945

8-K

Dec. 2008

10.5

* 10.09+

Amended and Restated Oceaneering International, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1,

1-10945

8-K

Dec. 2008

10.6

* 10.10+

Change-of-Control Agreements dated as of November 16, 2001 between Oceaneering and John R. Huff, T. Jay Collins, Marvin J. Migura, M. Kevin McEvoy and George R. Haubenreich, Jr.

1-10945

10-K

Dec. 2001

10.06

* 10.11+

Form of First Amendment to Change-of-Control Agreement with T. Jay Collins, M. Kevin McEvoy, Marvin J. Migura and George R. Haubenreich, Jr.

1-10945

10-Q

Dec. 2008

10.7

* 10.12+

First Amendment to Change-of-Control Agreement with John R. Huff.

1-10945

10-Q

Dec. 2008

10.8

* 10.13+

Oceaneering International, Inc. 2008 Cash Bonus Award Program

1-10945

10-Q

Mar. 2008

10.07

* 10.14+

Form of Indemnification Agreement dated November 16, 2001 between Oceaneering and each of its Directors, Marvin J. Migura, M. Kevin McEvoy and George R. Haubenreich, Jr.

1-10945

10-K

Dec. 2001

10.12

* 10.15+

2002 Incentive Plan

1-10945

10-Q

June 2002

10.01

* 10.16+

First Amendment to 2002 Incentive Plan of Oceaneering International, Inc.

1-10945

10-Q

Dec. 2008

10.2

* 10.17+

Amended and Restated 2002 Restricted Stock Unit Award Agreements with John R Huff and Executive Officers

1-10945

10-Q

Sept. 2002

10.04

* 10.18+

Form of First Amendment to Oceaneering International, Inc. Amended and Restated 2002 Restricted Stock Unit Award Incentive Agreement with Executive Officers

1-10945

10-Q

Dec. 2008

10.3

* 10.19+

First Amendment to Oceaneering International, Inc. Amended and Restated 2002 Restricted Stock Unit Award Incentive Agreement with John R. Huff

1-10945

10-Q

Dec. 2008

10.4

* 10.20+

2005 Incentive Plan

333-124947

S-8

May 2005

4.5

* 10.21+

First Amendment to 2005 Incentive Plan of Oceaneering International, Inc.

1-10945

8-K

Dec. 2008

10.1

* 10.22+

Form of 2006 Employee Restricted Stock Unit Agreement for John R. Huff and Executive Officers

1-10945

8-K

Feb. 2006

10.1

* 10.23+

Form of 2006 Performance Unit Agreement for John R. Huff, and Executive Officers

1-10945

8-K

Feb. 2006

10.2

* 10.24+

2006 Performance Award: Goals and Measures, relating to the Form of 2006 Performance Unit Agreement

1-10945

8-K

Feb. 2006

10.3

* 10.25+

Form of 2007 Employee Restricted Stock Unit Agreement for Executive Officers

1-10945

8-K

Feb. 2007

10.1

* 10.26+

Form of 2007 Chairman Restricted Stock Unit Agreement for John R. Huff

1-10945

8-K

Feb. 2007

10.3

* 10.27+

Form of 2007 Performance Unit Agreement for Executive Officers

1-10945

8-K

Feb. 2007

10.2

* 10.28+

Form of 2007 Chairman Performance Unit Agreement for John R. Huff

1-10945

8-K

Feb. 2007

10.4

* 10.29+

2007 Performance Award: Goals and Measures, relating to the Form of 2007 Performance Unit Agreement and Form of Chairman Performance Unit Agreement

1-10945

8-K

Feb. 2007

10.5

* 10.30+

Form of 2008 Employee Restricted Stock Unit Agreement for Executive Officers

1-10945

8-K

Feb. 2008

10.1

Registration

or File

Form of

Report

Exhibit

Number

Report

Date

Number

10.31+

Form of 2008 Nonemployee Director Restricted Stock Agreement for Harris J. Pappas

1-10945

8-K

Feb. 2008

10.6

10.32+

Form of 2008 Chairman Restricted Stock Unit Agreement for John R. Huff

1-10945

8-K

Feb. 2008

10.3

10.33+

Form of 2008 Performance Unit Agreement for Executive Officers

1-10945

8-K

Feb. 2008

10.2

10.34+

Form of 2008 Chairman Performance Unit Agreement for John R. Huff

1-10945

8-K

Feb. 2008

10.4

10.35+

2008 Performance Award: Goals and Measures, relating to the Form of 2008 Performance Unit Agreement and Form of Chairman Performance Unit Agreement

1-10945

8-K

Feb. 2008

10.5

10.36+

Form of 2009 Employee Restricted Stock Unit Agreement for Executive Officers

1-10945

8-K

Feb. 2009

10.1

10.37+

Form of 2009 Nonemployee Director Restricted Stock Unit Agreement for Jerold J. DesRoche, David S. Hooker, D. Michael Hughes and Harris J. Pappas

1-10945

8-K

Feb. 2009

10.6

10.38+

Form of 2009 Chairman Restricted Stock Unit Agreement for John R. Huff

1-10945

8-K

Feb. 2009

10.3

10.39+

Form of 2009 Performance Unit Agreement for Executive Officers

1-10945

8-K

Feb. 2009

10.2

10.40+

Form of 2009 Chairman Performance Unit Agreement for John R. Huff

1-10945

8-K

Feb. 2009

10.4

10.41+

2009 Performance Award: Goals and Measures, relating to the form of 2009 Performance Unit Agreement and 2009 Chairman Performance Unit Agreement

1-10945

8-K

Feb. 2009

10.5

21.01

Subsidiaries of Oceaneering

23.01

Consent of Independent Registered Public Accounting Firm

31.01

Rule 13a – 14(a)/15d – 14(a) certification of Chief Executive Officer

31.02

Rule 13a – 14(a)/15d – 14(a) certification of Chief Financial Officer

32.01

Section 1350 certification of Chief Executive Officer

32.02

Section 1350 certification of Chief Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ T. JAY COLLINS   T. Jay Collins		Chief Executive Officer  and Director (Principal Executive Officer)		February 25, 2009
/s/ MARVIN J. MIGURA   Marvin J. Migura		Senior Vice President and  Chief Financial Officer (Principal Financial Officer)		February 25, 2009
/s/ W. CARDON GERNER   W. Cardon Gerner		Vice President and Chief  Accounting Officer (Principal Accounting Officer)		February 25, 2009
/s/ JOHN R. HUFF   John R. Huff		Chairman of the Board		February 25, 2009
/s/ JEROLD J. DESROCHE   Jerold J. DesRoche		Director		February 25, 2009
/s/ DAVID S. HOOKER   David S. Hooker		Director		February 25, 2009
/s/ D. MICHAEL HUGHES   D. Michael Hughes		Director		February 25, 2009
/s/ HARRIS J. PAPPAS   Harris J. Pappas		Director		February 25, 2009

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

Index to Financial Statements

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders’ Equity and Comprehensive Income
Notes to Consolidated Financial Statements
Selected Quarterly Financial Data (unaudited)

Index to Schedules

All schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted because they are not required under the relevant instructions or because the required information is set forth in the financial statements included herein or in the related footnotes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Oceaneering International, Inc.

We have audited the accompanying consolidated balance sheets of Oceaneering International, Inc. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income, cash flows and shareholders’ equity and comprehensive income for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Oceaneering International, Inc. and subsidiaries at December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 3 to the consolidated financial statements, effective January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. As discussed in Note 1, effective December 31, 2006, the Company adopted Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Oceaneering International, Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2009 expressed an unqualified opinion thereon.

Houston, Texas
February 25, 2009

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

		December 31,
(in thousands, except share data)		2008				2007
ASSETS
Current Assets:
Cash and cash equivalents		$	11,200			$	27,110
Accounts receivable, net of allowances for doubtful accounts			446,719				370,612
Inventory and other current assets			289,786				272,847
Total Current Assets			747,705				670,569
Property and Equipment, at cost			1,351,839				1,247,262
Less accumulated depreciation			654,409				609,155
Net Property and Equipment			697,430				638,107
Other Assets:
Goodwill			118,706				111,951
Investments in unconsolidated affiliates			63,930				64,655
Other			42,249				46,158
Total other assets			224,885				222,764
Total Assets		$	1,670,020			$	1,531,440
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	92,511			$	76,841
Accrued liabilities			244,035				235,748
Income taxes payable			20,781				26,386
Total Current Liabilities			357,327				338,975
Long-term Debt			229,000				200,000
Other Long-term Liabilities			116,039				77,155
Commitments and Contingencies
Shareholders’ Equity:
Common Stock, par value $0.25 per share; 90,000,000 shares authorized; 55,417,044 and 55,075,238 shares issued			13,854				13,769
Additional paid-in capital			224,245				210,388
Treasury stock; 941,600 and 0 shares, at cost			(52,419	)			—
Retained earnings			850,690				651,304
Accumulated other comprehensive income			(68,716	)			39,849
Total shareholders’ equity			967,654				915,310
Total Liabilities and Shareholders’ Equity		$	1,670,020			$	1,531,440