Oceaneering International (OII) 8-K Oceaneering Reports Record Quarterly Earnings

Exhibit 99.1

Oceaneering Reports Record Quarterly Earnings

-- Initiates 2013 EPS guidance range of $3.00 to $3.25

October 29, 2012 - Houston, Texas - Oceaneering International, Inc. (NYSE:OII) today reported record earnings for the third quarter ended September 30, 2012. On revenue of $734 million, Oceaneering generated net income of $84.4 million, or $0.78 per share.

For the third quarter of 2011, Oceaneering reported revenue of $602 million and net income of $78.6 million, or $0.72 per share. The 2011 results included an $18.3 million pre-tax gain in Subsea Projects, $11.9 million after tax using an incremental tax rate of 35%, on the sale of a mobile offshore production system and $4.9 million of tax benefits principally related to prior years. For the second quarter of 2012, Oceaneering reported revenue of $673 million and net income of $72.6 million, or $0.67 per share.

Summary of Results

(in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,				June 30,		September 30,
	2012		2011		2012		2012		2011
Revenue	$	734,217	$	602,208	$	672,545	$	2,001,655	$	1,618,466
Gross Profit	170,869		153,096		161,158		455,330		378,013
Income from Operations	123,813		109,622		110,047		309,847		252,363
Net Income	$	84,406	$	78,578	$	72,554	$	208,415	$	177,341
Diluted Earnings Per Share	$	0.78	$	0.72	$	0.67	$	1.92	$	1.63

Sequentially, quarterly earnings were higher on record operating income from Remotely Operated Vehicles (ROV) and Subsea Products. Year over year, earnings increased on operating income improvements from ROV, Subsea Products, and Asset Integrity.

M. Kevin McEvoy, President and Chief Executive Officer, stated, “Our quarterly performance demonstrates the rising demand we are experiencing for our subsea services and products. Overall, our operations performed within expectations and we remain on track to achieve record EPS for the year.

“Compared to the second quarter of 2012, ROV operating income increased on the strength of higher global demand to provide drill support and vessel-based services. Our ROV days on hire for the quarter increased to an all-time high of over 21,000. Subsea Products operating income improved on increased profit contributions from all of our major product line categories, led by Installation and Workover Control System (IWOCS) services and subsea hardware. Products operating margin for the quarter rose to a record 24%, due to higher profitability on IWOCS services and sales of subsea hardware and umbilicals. Subsea Products backlog at quarter-end was $619 million, comparable to our June 30 backlog of $621 million and up from $403 million one year ago.

“We are narrowing our 2012 EPS guidance range to $2.60 to $2.65, up slightly at the midpoint from last quarter. For the fourth quarter of 2012 we are projecting EPS of $0.68 to $0.73.

“We are initiating 2013 EPS guidance with a range of $3.00 to $3.25, up nearly 20% at the midpoint over our expectation for 2012. For our services and products, we anticipate continued global demand growth to support deepwater drilling, field development, and inspection, maintenance, and repair activities. This market outlook is supported by industry observations and assessments that deepwater drilling is increasing, subsea equipment orders are escalating, and backlog to perform offshore construction projects are at a record high level.

“Compared to 2012, we anticipate all of our segments will have higher operating income in 2013: ROV on greater service demand to support drilling and vessel-based projects; Subsea Products on higher subsea hardware and tooling sales, and increased throughput at our umbilical plants; and Subsea Projects on a full year of work on the field support services contract for BP offshore Angola.

“Our liquidity and projected cash flow provide us with ample resources to invest in Oceaneering's growth. At the end of the quarter, our balance sheet remained conservatively capitalized with $104 million of cash, $120 million of debt, and $1.7 billion of equity. We generated EBITDA of $169 million during the quarter and $433 million year to date. For 2012 and 2013, we anticipate generating EBITDA of at least $590 million and $670 million, respectively.

“Looking beyond 2013, our belief that the oil and gas industry will continue to invest in deepwater projects remains unchanged. Deepwater remains one of the best frontiers for adding large hydrocarbon reserves with high production flow rates at relatively low finding and development costs. With our existing assets, we are well positioned to supply a wide range of the services and products required to support safe deepwater efforts of our customers.”

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: track to achieve record EPS for 2012; statements about backlog, to the extent backlog may be an indicator of future revenue or profitability; 2012 EPS guidance range; projected fourth quarter 2012 EPS; 2013 EPS guidance range;anticipated continued global demand growth for its services and products; anticipated operating income growth for all of its segments in 2013 relative to 2012, and the basis for such growth in ROVs, Subsea Products, and Subsea Projects; anticipated 2012 and 2013 EBITDA; belief that the oil and gas industry will continue to invest in deepwater projects; and belief that deepwater remains one of the best frontiers for adding large hydrocarbon reserves with high production flow rates at relatively low finding and development costs. 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. 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. For a more complete discussion of these risk factors, please see Oceaneering's latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission

We define EBITDA as net income plus provision for income taxes, interest income/expense, net, and, depreciation and amortization. EBITDA is a non-GAAP financial measure. We have included EBITDA disclosures in this press release because EBITDA is widely used by investors for valuation and comparing our financial performance with the performance of other companies in our industry. Our presentation of EBITDA may not be comparable to similarly titled measures other companies report. Non-GAAP financial measures should be viewed in addition to and not as an alternative for our reported operating results or cash flow from operations or any other measure of performance as determined in accordance with GAAP. For a reconciliation of these EBITDA amounts to the most directly comparable GAAP financial measures, please see the attached schedules.

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; E‑Mail investorrelations@oceaneering.com. A live webcast of the company's earnings release conference call, scheduled for Tuesday, October 30, 2012 at 11:00 a.m. Eastern, can be accessed at www.oceaneering.com/investor-relations/.

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
												Sept. 30, 2012			Dec. 31, 2012
												(in thousands)
ASSETS
	Current Assets (including cash and cash equivalents of $103,638 and $106,142)											$	1,176,845		$	984,122
	Net Property and Equipment											989,356			893,308
	Other Assets											530,651			523,114
		TOTAL ASSETS										$	2,696,852		$	2,400,544
LIABILITIES AND SHAREHOLDERS' EQUITY
	Current Liabilities											$	615,353		$	501,375
	Long-term Debt											120,000			120,000
	Other Long-term Liabilities											227,263			221,207
	Shareholders' Equity											1,734,236			1,557,962
		TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY										$	2,696,852		$	2,400,544
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
			For the Three Months Ended									For the Nine Months Ended
			Sept. 30, 2012			Sept. 30, 2011			June 30, 2012			Sept. 30, 2012			Sept. 30, 2011
			(in thousands, except per share amounts)
	Revenue		$	734,217		$	602,208		$	672,545		$	2,001,655		$	1,618,466
	Cost of services and products		563,348			449,112			511,387			1,546,325			1,240,453
		Gross Profit	170,869			153,096			161,158			455,330			378,013
	Selling, general and administrative expense		47,056			43,474			51,111			145,483			125,650
		Income from Operations	123,813			109,622			110,047			309,847			252,363
	Interest income		824			204			194			1,362			460
	Interest expense		(1,282		)	(387		)	(1,256		)	(3,083		)	(746		)
	Equity earnings of unconsolidated affiliates		418			1,042			119			1,341			2,942
	Other expense, net		(553		)	(1,973		)	(3,186		)	(5,212		)	(2,331		)
		Income before income taxes	123,220			108,508			105,918			304,255			252,688
	Provision for income taxes		38,814			29,930			33,364			95,840			75,347
		Net Income	$	84,406		$	78,578		$	72,554		$	208,415		$	177,341
Weighted Average Number of Diluted Common Shares			108,500			108,928			108,663			108,637			109,114
Diluted Earnings per Share			$0.78			$0.72			$0.67			$1.92			$1.63
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												For the Nine Months Ended
			Sept. 30, 2012				Sept. 30, 2011				June 30, 2012				Sept. 30, 2012				Sept. 30, 2011
			($ in thousands)
Remotely Operated Vehicles	Revenue		$	224,649			$	200,927			$	208,802			$	627,422			$	554,352
	Gross Profit		$	76,524			$	69,052			$	74,177			$	217,093			$	190,989
	Operating Income		$	66,724			$	60,054			$	64,168			$	187,825			$	165,605
	Operating margin		30		%		30		%		31		%		30		%		30		%
	Days available		26,198				23,719				25,182				75,626				70,722
	Utilization		81		%		80		%		81		%		81		%		76		%
Subsea Products	Revenue		$	215,617			$	220,107			$	191,783			$	579,481			$	573,225
	Gross Profit		$	67,651			$	57,798			$	54,612			$	169,044			$	154,519
	Operating Income		$	50,841			$	41,489			$	36,742			$	117,093			$	105,441
	Operating margin		24		%		19		%		19		%		20		%		18		%
	Backlog		$	619,000			$	403,000			$	621,000			$	619,000			$	403,000
Subsea Projects	Revenue		$	101,719			$	49,912			$	90,448			$	264,843			$	122,214
	Gross Profit		$	22,202			$	23,326			$	20,149			$	54,262			$	32,896
	Operating Income		$	17,765			$	20,983			$	15,969			$	41,301			$	25,893
	Operating margin		17		%		42		%		18		%		16		%		21		%
Asset Integrity	Revenue		$	113,588			$	71,633			$	113,660			$	320,704			$	199,751
	Gross Profit		$	20,457			$	12,879			$	23,948			$	56,635			$	35,221
	Operating Income		$	14,556			$	8,858			$	16,444			$	37,538			$	24,087
	Operating margin		13		%		12		%		14		%		12		%		12		%
Advanced Technologies	Revenue		$	78,644			$	59,629			$	67,852			$	209,205			$	168,924
	Gross Profit		$	9,753			$	10,517			$	10,926			$	28,402			$	24,086
	Operating Income		$	5,393			$	5,769			$	6,645			$	15,547			$	11,446
	Operating margin		7		%		10		%		10		%		7		%		7		%
Unallocated Expenses	Gross Profit		$	(25,718	)		$	(20,476	)		$	(22,654	)		$	(70,106	)		$	(59,698	)
	Operating Income		$	(31,466	)		$	(27,531	)		$	(29,921	)		$	(89,457	)		$	(80,109	)
TOTAL	Revenue		$	734,217			$	602,208			$	672,545			$	2,001,655			$	1,618,466
	Gross Profit		$	170,869			$	153,096			$	161,158			$	455,330			$	378,013
	Operating Income		$	123,813			$	109,622			$	110,047			$	309,847			$	252,363
	Operating margin		17		%		18		%		16		%		15		%		16		%
SELECTED CASH FLOW INFORMATION
Capital expenditures, including acquisitions		$	64,957			$	49,885			$	68,174			$	225,808			$	217,647
Depreciation and Amortization		$	44,839			$	39,603			$	41,646			$	127,073			$	112,748
The above should be read in conjunction with the Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
	For the Three Months Ended						For the Nine Months Ended
	Sept. 30, 2012		Sept. 30, 2011		June 30, 2012		Sept. 30, 2012		Sept. 30, 2011
	($ in thousands)
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
Net Income	$	84,406	$	78,578	$	72,554	$	208,415	$	177,341
Depreciation and Amortization	44,839		39,603		41,646		127,073		112,748
Subtotal	129,245		118,181		114,200		335,488		290,089
Interest Income/Expense, Net	458		183		1,062		1,721		286
Provision for Income Taxes	38,814		29,930		33,364		95,840		75,347
EBITDA	$	168,517	$	148,294	$	148,626	$	433,049	$	365,722
	2012 Estimates						2013 Estimates
	Low		High				Low		High
	($ in thousands)						($ in thousands)
Net Income	$	285,000	$	290,000			$	325,000	$	355,000
Depreciation and Amortization	175,000		175,000				195,000		205,000
Subtotal	460,000		465,000				520,000		560,000
Interest Income/Expense, Net	—		—				—		—
Provision for Income Taxes	130,000		135,000				150,000		165,000
EBITDA	$	590,000	$	600,000			$	670,000	$	725,000