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

Exhibit 99.1

Oceaneering Reports Record Quarterly Earnings

-- Raises 2013 EPS guidance range to $3.35 to $3.40

-- Initiates 2014 EPS guidance range of $3.90 to $4.10

October 28, 2013 - Houston, Texas - Oceaneering International, Inc. (NYSE:OII) today reported record earnings for the third quarter ended September 30, 2013. On revenue of $853 million, Oceaneering generated net income of $104.4 million, or $0.96 per share.

For the third quarter of 2012, Oceaneering reported revenue of $734 million and net income of $84.4 million, or $0.78 per share. For the second quarter of 2013, Oceaneering reported revenue of $820 million and net income of $98.8 million, or $0.91 per share.

Summary of Results

(in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,				June 30,		September 30,
	2013		2012		2013		2013		2012
Revenue	$	853,297	$	734,217	$	820,372	$	2,392,221	$	2,001,655
Gross Profit	205,492		170,869		201,864		567,731		455,330
Income from Operations	153,736		123,813		146,337		408,363		309,847
Net Income	$	104,407	$	84,406	$	98,811	$	278,067	$	208,415
Diluted Earnings Per Share	$	0.96	$	0.78	$	0.91	$	2.56	$	1.92

Sequentially, quarterly EPS was 5% higher on operating income improvements from Remotely Operated Vehicles (ROV) and Subsea Projects. Year over year, quarterly EPS increased by 23% on operating income improvements from all business segments.

M. Kevin McEvoy, President and Chief Executive Officer, stated, “We achieved record EPS for the quarter, demonstrating the high level of demand we are experiencing for our subsea services and products. Our results were highlighted by all-time high operating income from our ROV business and better than anticipated Subsea Products operating margin.

“Overall, we remain on track to achieve record EPS for 2013, which we now believe will be up more than 25% over 2012. Given our third quarter results and an improved fourth quarter outlook for Subsea Products and Subsea Projects, our new annual guidance range is $3.35 to $3.40, up from $3.20 to $3.35. For the fourth quarter of 2013, we are projecting EPS of $0.80 to $0.85.

“Compared to the second quarter of 2013, ROV operating income increased on higher global demand to support drilling and vessel-based projects. Our ROV days on hire for the quarter increased to a record high of nearly 23,700 and our fleet utilization rate rose to 86%. During the quarter we put seven new vehicles into service and transferred one system to Advanced Technologies for non-oilfield use. At the end of September we had 302 vehicles in our fleet, compared to 285 one year ago. Subsea Projects

operating income increased due to a seasonal uptick in U.S. Gulf of Mexico demand for deepwater intervention and shallow water diving services and additional vessel activity offshore Angola.

“Subsea Products operating income was flat with the second quarter of 2013, and was better than we had anticipated due to a higher contribution from tooling. Products backlog at quarter-end was $857 million, down 5% from our June 30 backlog of $902 million and up 38% from $619 million one year ago.

“We are initiating 2014 EPS guidance with a range of $3.90 to $4.10, up 19% at the midpoint over our forecast for 2013. 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 growing, and backlog to perform offshore construction projects is at a historically high level.

“Compared to 2013, we anticipate all of our oilfield segments will have higher operating income in 2014, notably: ROV on greater service demand to support drilling and vessel-based projects, led by increased activity off Africa; Subsea Products on higher demand for each of our major product lines; and Subsea Projects on growth in deepwater intervention service activity in the U.S. Gulf of Mexico and additional work 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 reflected $102 million of cash, $40 million of debt, and $2.0 billion of equity. We generated EBITDA of $204 million during the quarter and $559 million year to date. For 2013 and 2014, we anticipate generating EBITDA of at least $735 million and $845 million, respectively.

“Looking beyond 2014, we believe that the oil and gas industry will increase its investment in deepwater projects. 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 the 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: expectation of achieving record EPS in 2013, and the percentage increase over 2012 EPS; characterization of fourth quarter outlook; revised 2013 EPS guidance range; fourth quarter EPS guidance range; statements about backlog, to the extent backlog may be an indicator of future revenue or profitability; 2014 EPS guidance range; anticipated market outlook relative to its services and products; anticipation of higher operating income in 2014 compared to 2013, for all of its oilfield segments and the basis for such increases in ROVs, Subsea Products, and Subsea Projects; belief that its liquidity and projected cash flow provide ample resources to invest in the company’s growth; anticipated minimum 2013 and 2014 EBITDA and the related low and high estimates of EBITDA and the components thereof; belief that the oil and gas industry will increase its investment 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 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 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 our EBITDA amounts to the most directly comparable GAAP financial measures, please see the attached schedule.

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, entertainment, 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 29, 2013 at 11:00 a.m. Eastern, can be accessed at www.oceaneering.com/investor-relations/.

PR 1163

- Tables follow on next page -

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
												Sep 30, 2013			Dec 31, 2012
												(in thousands)
ASSETS
	Current Assets (including cash and cash equivalents of $102,349 and $120,549)											$	1,391,404		$	1,202,990
	Net Property and Equipment											1,127,494			1,025,132
	Other Assets											509,628			539,996
		TOTAL ASSETS										$	3,028,526		$	2,768,118
LIABILITIES AND SHAREHOLDERS' EQUITY
	Current Liabilities											$	703,255		$	617,185
	Long-term Debt											40,000			94,000
	Other Long-term Liabilities											307,714			241,473
	Shareholders' Equity											1,977,557			1,815,460
		TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY										$	3,028,526		$	2,768,118
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
			For the Three Months Ended									For the Nine Months Ended
			Sep 30, 2013			Sep 30, 2012			Jun 30, 2013			Sep 30, 2013			Sep 30, 2012
			(in thousands, except per share amounts)
	Revenue		$	853,297		$	734,217		$	820,372		$	2,392,221		$	2,001,655
	Cost of services and products		647,805			563,348			618,508			1,824,490			1,546,325
		Gross Profit	205,492			170,869			201,864			567,731			455,330
	Selling, general and administrative expense		51,756			47,056			55,527			159,368			145,483
		Income from Operations	153,736			123,813			146,337			408,363			309,847
	Interest income		39			824			243			472			1,362
	Interest expense		(851		)	(1,282		)	(553		)	(2,167		)	(3,083		)
	Equity earnings of unconsolidated affiliates, net		134			418			(186		)	109			1,341
	Other income (expense), net		(639		)	(553		)	(1,591		)	(840		)	(5,212		)
		Income before income taxes	152,419			123,220			144,250			405,937			304,255
	Provision for income taxes		48,012			38,814			45,439			127,870			95,840
		Net Income	$	104,407		$	84,406		$	98,811		$	278,067		$	208,415
Weighted Average Number of Diluted Common Shares			108,783			108,500			108,713			108,703			108,637
Diluted Earnings per Share			$0.96			$0.78			$0.91			$2.56			$1.92
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
			Sep 30, 2013			Sep 30, 2012			Jun 30, 2013			Sep 30, 2013			Sep 30, 2012
			($ in thousands)
	Remotely Operated Vehicles	Revenue	$	254,979		$	224,649		$	242,163		$	726,770		$	627,422
	Gross Profit		$	85,193		$	76,524		$	80,180		$	241,527		$	217,093
	Operating income		$	74,710		$	66,724		$	69,219		$	209,764		$	187,825
	Operating margin		29		%	30		%	29		%	29		%	30		%
	Days available		27,567			26,198			26,884			80,666			75,626
	Days utilized		23,684			21,344			22,362			67,750			61,022
	Utilization		86		%	81		%	83		%	84		%	81		%
	Subsea Products	Revenue	$	263,671		$	215,617		$	258,016		$	735,692		$	579,481
	Gross Profit		$	80,896		$	67,651		$	82,389		$	225,630		$	169,044
	Operating income		$	61,737		$	50,841		$	62,060		$	166,576		$	117,093
	Operating margin		23		%	24		%	24		%	23		%	20		%
	Backlog		$	857,000		$	619,000		$	902,000		$	857,000		$	619,000
	Subsea Projects	Revenue	$	143,132		$	101,719		$	118,195		$	349,782		$	264,843
	Gross Profit		$	33,992		$	22,202		$	27,991		$	76,904		$	54,262
	Operating income		$	30,700		$	17,765		$	23,990		$	66,310		$	41,301
	Operating margin		21		%	17		%	20		%	19		%	16		%
	Asset Integrity	Revenue	$	118,657		$	113,588		$	124,740		$	358,246		$	320,704
	Gross Profit		$	22,094		$	20,457		$	23,529		$	64,662		$	56,635
	Operating income		$	16,373		$	14,556		$	16,639		$	45,351		$	37,538
	Operating margin		14		%	13		%	13		%	13		%	12		%
	Advanced Technologies	Revenue	$	72,858		$	78,644		$	77,258		$	221,731		$	209,205
	Gross Profit		$	11,170		$	9,753		$	14,945		$	39,423		$	28,402
	Operating income		$	6,400		$	5,393		$	10,165		$	25,241		$	15,547
	Operating margin		9		%	7		%	13		%	11		%	7		%
	Unallocated Expenses	Gross Profit	$	(27,853	)	$	(25,718	)	$	(27,170	)	$	(80,415	)	$	(70,106	)
	Operating income		$	(36,184	)	$	(31,466	)	$	(35,736	)	$	(104,879	)	$	(89,457	)
	TOTAL	Revenue	$	853,297		$	734,217		$	820,372		$	2,392,221		$	2,001,655
	Gross Profit		$	205,492		$	170,869		$	201,864		$	567,731		$	455,330
	Operating income		$	153,736		$	123,813		$	146,337		$	408,363		$	309,847
	Operating margin		18		%	17		%	18		%	17		%	15		%
	SELECTED CASH FLOW INFORMATION
	Capital expenditures, including acquisitions		$	105,119		$	64,957		$	81,138		$	280,434		$	225,808
	Depreciation and Amortization		$	50,948		$	44,839		$	50,173		$	150,973		$	127,073
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
	Sep 30, 2013		Sep 30, 2012		Jun 30, 2013		Sep 30, 2013		Sep 30, 2012
	($ in thousands)
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
Net Income	$	104,407	$	84,406	$	98,811	$	278,067	$	208,415
Depreciation and Amortization	50,948		44,839		50,173		150,973		127,073
Subtotal	155,355		129,245		148,984		429,040		335,488
Interest Expense, Net	812		458		310		1,695		1,721
Provision for Income Taxes	48,012		38,814		45,439		127,870		95,840
EBITDA	$	204,179	$	168,517	$	194,733	$	558,605	$	433,049
	2013 Estimates				2014 Estimates
	Low		High		Low		High
	(in thousands)				(in thousands)
Net Income	$	365,000	$	370,000	$	425,000	$	445,000
Depreciation and Amortization	200,000		205,000		225,000		230,000
Subtotal	565,000		575,000		650,000		675,000
Interest Income/Expense, Net	—		—		—		—
Provision for Income Taxes	170,000		170,000		195,000		205,000
EBITDA	$	735,000	$	745,000	$	845,000	$	880,000