October 2, 2013
Via EDGAR
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
DIVISION OF CORPORATION FINANCE
WASHINGTON, D.C. 20549
RE: Oceaneering International, Inc.
Form 10-K for the Fiscal Year ended December 31, 2012
Filed February 22, 2013
File No. 1-10945
Ladies and Gentlemen:
With reference to your letter dated September 13, 2013, our first reply of September 20, 2013 and subsequent telephone conversation of September 24, 2013, we provide the following amended response. For your convenience, we are repeating the full text of the comment contained in your letter before providing our response below.
Management's Discussion and Analysis, page 21
Results of Operations, page 27
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| 1. | We note that you present days on hire, days available and percentages of utilization for your remotely operating vehicles (ROV) in tables on pages 22 and 27, and see that you have similar disclosures in your subsequent interim reports. Please expand your disclosures as necessary to clarify the manner by which you have computed days available, and if these exclude days that an ROV is owned but not counted for any reason, e.g. due to maintenance or repairs, then please also explain these differences in your narrative and disclose the number of days corresponding to ROV ownership and utilization based on these figures in your tables for each period. |
Response.
We calculate days available from the first day that an ROV is placed into service until the ROV is retired. All days during this period are considered available days.
We believe by having days available not being subject to interpretation or manipulation (placing ROVs into "maintenance mode" to improve reported utilization percentage), we provide an easily understood, comparable operating metric to the informed reader. Changes in our reported ROV utilization relate to changes in market conditions or seasonality, not our repair and maintenance programs. Most repair and maintenance is performed "in situ", i.e., on the drilling rig or vessel the ROV is supporting. Occasionally, more significant repairs or system upgrades require the ROV to be taken to one of our repair facilities. Regardless, we still believe that as a measure of our operating performance, every day (including shop time) should count as a day available.
Commencing with our next periodic report filing (our Form 10-Q for the quarter ending September 30, 2013), we will add the following statement and show the number of days available and utilized in the tables.
Days available include all days from the first day that an ROV is placed into service until the ROV is retired. All days during this period are considered available days, including periods when an ROV is undergoing maintenance or repairs. Our ROVs do not have scheduled maintenance or repair that requires significant time when the ROVs are not available for utilization.
We acknowledge that:
•Oceaneering International, Inc. is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing;
•Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•Oceaneering International, Inc. may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any further questions or require additional information, please call me at 713.329.4756 or send an email to wcgerner@oceaneering.com.
Sincerely,
Oceaneering International, Inc.
By: /S/ W. CARDON GERNER
W. Cardon Gerner
Senior Vice President and Chief Financial Officer
(Principal Accounting Officer)
