Oceaneering Announces Record First Quarter Earnings

HOUSTON, April 29 /PRNewswire-FirstCall/ -- Oceaneering International, Inc.
(NYSE: OII) today reported record first quarter earnings for the period ended
March 31, 2009. On revenue of $435 million, Oceaneering generated net income
of $44.3 million, or $0.80 per share. During the corresponding period in
2008, Oceaneering reported revenue of $436 million and net income of $41.3
million, or $0.73 per share as restated.

Year-over-year, quarterly earnings increased due to growth in Remotely
Operated Vehicles (ROV) and Subsea Projects operating profits.

Summary of Results
(in thousands, except per share amounts)

Three months ended
---------------------------------
March 31, Dec. 31,
-------------------- ---------
2009 2008 2008
---- ---- ----
Revenue $435,100 $435,815 $525,691
Gross Margin 105,802 98,666 120,248
Operating Income 69,380 64,770 81,626
Net Income 44,345 41,279 51,009

Net Income Attributable to
Diluted Common Shares 43,991 40,849 50,465
Weighted Average Number of
Diluted Common Shares * 54,863 55,668 54,726
Diluted Earnings Per Share * $0.80 $0.73 $0.92

* 2008 period amounts have been restated to comply with new accounting
requirements.

Sequentially, quarterly earnings declined largely due to a seasonal reduction
in demand for our ROV and Subsea Projects services, and a lower operating
income performance by Subsea Products. The Subsea Projects decrease was also
attributable to an exceptionally good performance in the fourth quarter of
2008. The Subsea Products reduction in operating income was mainly the result
of a decline in demand for ROV tooling and lower umbilical plant throughput.

T. Jay Collins, President and Chief Executive Officer, stated, "It is a great
accomplishment to have record first quarter results to report at a time when
many companies in the oilfield services industry are experiencing a sharp
downturn in demand. This is a tribute to our business focus on deepwater and
subsea completion activity and our expertise in underwater platform and
pipeline repair.

"First quarter results were above our guidance range as our ROV and Subsea
Projects businesses achieved operating income that surpassed our expectations.
ROV performance was attributable to exceptional execution, which resulted in
lower than anticipated operating expenses. During the quarter we put six new
vehicles into service to meet market demand and, at the end of March 2009, had
233 ROVs in our fleet, compared to 212 a year ago. Subsea Projects exceeded
our projection as a result of performing more deepwater installation work and
shallow water diving projects on hurricane damaged facilities.

"In light of our better than expected first quarter earnings performance, we
are raising the bottom of our 2009 EPS guidance range by $0.10, resulting in a
range of $3.10 to $3.60. Much uncertainty remains in predicting the rate of
subsea field development order flow. Given our first quarter performance and
outlook for the rest of the year, we are now anticipating that our EPS in 2009
will not follow our historical quarterly pattern.

"Our outlook for the year remains basically the same as we discussed during
our last earnings release conference call. Relative to 2008, we anticipate
achieving profit growth from our ROV business and declines in operating income
from the rest of our oilfield business operations. While we are achieving
efficiency gains in our Subsea Products manufacturing processes, these will
likely not offset anticipated 2009 demand declines for our product lines. For
the second quarter of 2009, we are forecasting EPS of $0.75 to $0.85.

"In 2009, we anticipate generating $285 million to $320 million of cash flow,
simply defined as net income plus depreciation and amortization expense. This
projected cash flow and our existing revolving debt availability should give
us ample liquidity to fund our estimated $175 million of capital expenditures
and repay the $105 million of debt scheduled to mature this year. During the
quarter we generated $72 million of cash flow and our capital expenditures
were $45 million, of which $37 million was in support of growing our ROV
fleet. Additionally, we prepaid $25 million of our 2009 debt maturities.

"Our earnings before interest, taxes, and depreciation and amortization
expense (EBITDA) were $98 million for the quarter. For the year 2009, we
expect to generate EBITDA in the range of $385 million to $440 million.

"As of March 31, 2009, we had $200 million of debt and $200 million available
under our credit facilities. With $1.0 billion of equity on our balance
sheet, our debt-to-capitalization percentage was 16%.

"Looking longer term, our belief remains unchanged that the oil and gas
industry will continue to invest in deepwater to counteract high existing
reservoir depletion rates. Deepwater is one of the best frontiers for adding
large hydrocarbon reserves with high production flow rates at relatively low
per barrel finding and development costs. Therefore, we anticipate demand for
our deepwater services and products will remain promising for the next several
years."

Statements in this press release that express a belief, expectation or
intention are forward looking. The forward-looking statements in this press
release include the statements concerning Oceaneering's: 2009 EPS guidance
range of $3.10 to $3.60; anticipation that its 2009 EPS will not follow its
historical quarterly pattern; anticipation of achieving, relative to 2008,
profit growth from its ROV business and declines in operating income from the
rest of its oilfield business operations; expectation that efficiency gains
in its Subsea Products manufacturing processes will likely not offset
anticipated demand declines for its product lines; second quarter 2009 EPS of
$0.75 to $0.85; anticipation of generating $285 million to $320 million of
cash flow, as defined, in 2009; expectation that capital expenditures will be
approximately $175 million in 2009; expectation of ample liquidity from
projected cash flow and existing revolving debt availability, which will be
available to fund its estimated capital expenditures and repay its debt
scheduled to mature in 2009; expectation of generating EBITDA in the range of
$385 million to $440 million for the year 2009; belief that the oil and gas
industry will continue to invest in deepwater to counteract high existing
reservoir depletion rates; and anticipation that demand for its deepwater
services and products will remain promising for the next several years. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and are based on current
information and expectations of Oceaneering that involve a number of risks,
uncertainties, and assumptions. Among the factors that could cause the actual
results to differ materially from those indicated in the forward-looking
statements are risks and uncertainties related to: industry conditions;
prices of crude oil and natural gas; Oceaneering's ability to obtain, and the
timing of, new projects; and changes in competitive factors. Should one or
more of these risks or uncertainties materialize, or should the assumptions
underlying the forward-looking statements prove incorrect, actual outcomes
could vary materially from those indicated. These and other risks are more
fully described in Oceaneering's latest annual report on Form 10-K and its
subsequent filings with the Securities and Exchange Commission under the
Securities Exchange Act of 1934.

Oceaneering 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.

For further information, please contact Jack Jurkoshek, Director Investor
Relations, Oceaneering International, Inc., 11911 FM 529, Houston, Texas
77041; Telephone 713-329-4670; Fax 713-329-4653; E-Mail
investorrelations@oceaneering.com. A live webcast of the Company's earnings
release conference call, scheduled for Thursday, April 30, 2009 at 10:00 a.m.
Central, can be accessed at www.oceaneering.com/index.asp.

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Mar. 31, 2009 Dec. 31, 2008
------------- -------------
(in thousands)
ASSETS
Current Assets (including cash and cash
equivalents of $24,795 and $11,200) $ 722,589 $ 747,705
Net Property and Equipment 715,953 697,430
Other Assets 223,094 224,885
-------------- -------------
TOTAL ASSETS $ 1,661,636 $ 1,670,020
============== =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities $ 315,450 $ 357,327
Long-term Debt 200,000 229,000
Other Long-term Liabilities 123,747 116,039
Shareholders' Equity 1,022,439 967,654
-------------- ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 1,661,636 $ 1,670,020
============== =============

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended
--------------------------
Mar. 31, Mar. 31, Dec. 31,
2009 2008 2008
---- ---- ----
(in thousands, except per share amounts)

Revenue $ 435,100 $ 435,815 $ 525,691
Cost of services and products 329,298 337,149 405,443
----------- ----------- -----------
Gross Margin 105,802 98,666 120,248
Selling, general and administrative
expense 36,422 33,896 38,622
----------- ----------- -----------
Income from Operations 69,380 64,770 81,626
Interest income 135 131 395
Interest expense (2,381) (3,309) (3,603)
Equity earnings of unconsolidated
affiliates, net 883 841 22
Other income (expense), net 206 1,074 597
----------- ----------- -----------

Income before Income Taxes 68,223 63,507 79,037
Provision for income taxes 23,878 22,228 28,028
----------- ----------- -----------
Net Income $ 44,345 $ 41,279 $ 51,009
=========== =========== ===========

Net Income Attributable
to Diluted Common Shares $ 43,991 $ 40,849 $ 50,465
Weighted Average Number
of Diluted Common Shares* 54,863 55,668 54,726
Diluted Earnings per Share * $0.80 $0.73 $0.92

* 2008 period amounts have been restated to comply with new accounting
requirements.

The above Condensed Consolidated Balance Sheets and Condensed Consolidated
Statements of Income should be read in conjunction with the Company's
latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

SEGMENT INFORMATION

For the Three Months Ended
-------------------------------------
Mar. 31, Mar. 31, Dec. 31,
2009 2008 2008
---- ---- ----
($ in thousands)

Remotely
Operated
Vehicles Revenue $ 155,598 $ 144,729 $ 160,253
Gross margin $ 55,704 $ 48,629 $ 60,809
Operating income $ 48,796 $ 41,497 $ 52,891
Operating margin % 31% 29% 33%
Days available 20,671 19,232 20,649
Utilization 80% 80% 82%

Subsea
Products Revenue $ 114,924 $ 138,518 $ 171,129
Gross margin $ 29,511 $ 32,594 $ 35,356
Operating income $ 15,788 $ 20,717 $ 22,189
Operating margin % 14% 15% 13%
Backlog $ 282,000 $ 353,000 $ 298,000

Subsea
Projects Revenue $ 62,997 $ 47,614 $ 90,312
Gross margin $ 19,394 $ 14,040 $ 26,735
Operating income $ 17,160 $ 12,133 $ 24,034
Operating margin % 27% 25% 27%

Inspection Revenue $ 49,073 $ 59,551 $ 56,253
Gross margin $ 10,351 $ 11,587 $ 10,275
Operating income $ 6,630 $ 7,537 $ 5,973
Operating margin % 14% 13% 11%

Mobile
Offshore
Production
Systems Revenue $ 8,766 $ 10,033 $ 9,389
Gross margin $ 2,719 $ 2,670 $ (2,049)
Operating income (loss) $ 2,333 $ 2,254 $ (2,418)
Operating margin % 27% 22% -26%

Advanced
Technologies Revenue $ 43,742 $ 35,370 $ 38,355
Gross margin $ 4,949 $ 4,934 $ 4,433
Operating income $ 2,053 $ 2,105 $ 1,450
Operating margin % 5% 6% 4%

Unallocated
Expenses Gross margin $ (16,826) $ (15,788) $ (15,311)
Operating income $ (23,380) $ (21,473) $ (22,493)

TOTAL Revenue $ 435,100 $ 435,815 $ 525,691
Gross margin $ 105,802 $ 98,666 $ 120,248
Operating income $ 69,380 $ 64,770 $ 81,626
Operating margin % 16% 15% 16%

SELECTED CASH FLOW INFORMATION
Capital expenditures,
including acquisitions $ 45,387 $ 87,824 $ 53,850
Depreciation and Amortization,
including impairment charge $ 28,023 $ 26,499 $ 33,022

RECONCILIATION of GAAP to NON-GAAP FINANCIAL INFORMATION

For the Three Months Ended
-------------------------------------
Mar. 31, Mar. 31, Dec. 31,
2009 2008 2008
---- ---- ----
($ in thousands)

Earnings Before Interest,
Tax, Depreciation and
Amortization (EBITDA)

Net Income $ 44,345 $ 41,279 $ 51,009
Depreciation and Amortization 28,023 26,499 33,022
----------- ----------- -----------
Subtotal 72,368 67,778 84,031
Interest Income/Expense, Net 2,246 3,178 3,208
Provision for Income Taxes 23,878 22,228 28,028
----------- ----------- -----------
EBITDA $ 98,492 $ 93,184 $ 115,267
=========== =========== ===========

2009 Estimates
--------------
Low High
--- ----
($ in thousands)

Net Income $ 170,000 $ 200,000
Depreciation and 115,000 120,000
Amortization ------------ ------------

Subtotal 285,000 320,000

Interest
Income/Expense,
Net 10,000 10,000
Provision for 90,000 110,000
Income Taxes ------------ ------------

EBITDA $ 385,000 $ 440,000
============ ============

SOURCE Oceaneering International, Inc.

Jack Jurkoshek, Director Investor Relations of Oceaneering International,
Inc., +1-713-329-4670, fax, +1-713-329-4653 investorrelations@oceaneering.com