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

Exhibit 99.1

Oceaneering Reports Record Quarterly Earnings

-- Repurchases 3,000,000 Shares of Common Stock

-- Narrows 2014 EPS Guidance Range to $3.95 to $4.00

-- Initiates 2015 EPS Guidance Range of $4.10 to $4.50

October 29, 2014 - Houston, Texas - Oceaneering International, Inc. (NYSE:OII) today reported record earnings for the third quarter ended September 30, 2014. On revenue of $973.1 million, Oceaneering generated net income of $124.3 million, or $1.16 per share.

For the third quarter of 2013, Oceaneering reported revenue of $853.3 million and net income of $104.4 million, or $0.96 per share. For the second quarter of 2014, Oceaneering reported revenue of $927.4 million and net income of $110.3 million, or $1.02 per share.

Summary of Results

(in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,				June 30,		September 30,
	2014		2013		2014		2014		2013
Revenue	$	973,089	$	853,297	$	927,407	$	2,740,697	$	2,392,221
Gross Margin	241,855		205,492		218,215		649,561		567,731
Income from Operations	181,918		153,736		161,311		476,091		408,363
Net Income	$	124,338	$	104,407	$	110,295	$	325,858	$	278,067
Diluted Earnings Per Share (EPS)	$1.16		$0.96		$1.02		$3.01		$2.56

Sequentially, quarterly EPS was 14% higher on operating income improvements from all business segments, led by Remotely Operated Vehicles (ROV). Year over year, quarterly EPS increased by 21% on the strength of operating income improvements from Subsea Products and ROV. EPS for the first nine months of 2014 was up 18% over the comparable period in 2013.

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

“We remain on track to achieve record EPS for 2014. For the fourth quarter, we are projecting EPS of $0.94 to $0.99. Given this outlook and our year-to-date performance, we are narrowing our 2014 EPS guidance range to $3.95 to $4.00 from $3.95 to $4.05.

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“Compared to the second quarter of 2014, ROV operating income increased on higher global demand to support drilling and vessel-based projects and an improvement in operating margin. Our ROV days on hire for the quarter increased to a record high of over 25,200 and our operating margin improved to 31% from 28% due largely to a change in geographic operations mix, resulting in a higher average revenue per day-on-hire. During the quarter we put 14 new vehicles into service and retired five. At the end of September, we had 332 vehicles in our fleet, compared to 302 one year ago.

“Subsea Products operating income was higher due to increased demand for tooling and subsea work systems. Products backlog at quarter-end was $768 million, compared to our June 30 backlog of $850 million and $857 million one year ago.

“Subsea Projects operating income increased due to a seasonal uptick in U.S. Gulf of Mexico demand for diving services. Asset Integrity operating income improved due to activity increases in the United Kingdom and Australia, and a $2.5 million gain on the sale of a non-core operation that was part of our AGR FO acquisition in 2011. Advanced Technologies income increased due to higher profitability on vessel maintenance and engineering services for the U.S. Navy.

“During the third quarter, we repurchased 3.0 million shares of our common stock at a cost of $201 million. Year to date, we have repurchased 3.5 million shares at a cost of $237 million. The decision to repurchase our shares reflects our belief that Oceaneering’s stock has been undervalued. It also underscores our willingness to return cash to our shareholders and confidence in Oceaneering’s financial strength and future business prospects. We have 5.4 million shares remaining under our current Board of Directors share repurchase authorization. Year to date, we have spent $318 million on share repurchases and cash dividends.

“As previously announced, we reached agreement for $800 million of committed bank facilities, consisting of a $500 million five-year revolver and a $300 million three-year delayed-draw term loan, to provide us with increased financial flexibility.

“We are initiating 2015 EPS guidance with a range of $4.10 to $4.50, based on an average of 105.7 million diluted shares. While we are facing widely publicized concerns regarding the future of deepwater activity, our 2015 guidance is based on assumptions that service and product demand to perform life-of-field activities and develop new fields will be higher than in 2014 and global floating rig demand will be about the same.

“Our liquidity and projected cash flow provide us with resources to invest in Oceaneering’s growth and return cash to our shareholders, and we intend to continue doing so. We generated EBITDA of $241 million during the quarter and $645 million year to date. For 2014 and 2015, we anticipate generating EBITDA of at least $845 million and $880 million, respectively.

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“Compared to 2014, we anticipate all of our business segments will have higher operating income in 2015, notably: ROV on greater service demand to support drilling and vessel-based projects; Subsea Products on the strength of higher demand for tooling and installation and workover control system services; and Subsea Projects on growth in deepwater intervention service activity in the GOM and diving in the GOM and offshore Angola.

“For 2015 and beyond, we believe that the oil and gas industry will continue 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 and opportunities to add new assets, we are well positioned to supply a wide range of the services and products required to safely support the 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 2014; fourth quarter EPS guidance range; revised 2014 EPS guidance range; statements about backlog, to the extent backlog may be an indicator of future revenue or profitability; belief that its stock has been undervalued; confidence in its financial strength and future business prospects; increased financial flexibility provided by its announced committed bank facilities; 2015 EPS guidance range; projected average diluted shares for 2015; assumptions regarding 2015 market demand relative to 2014; belief that its liquidity and projected cash flow provide resources to invest in the company’s growth and return cash to shareholders, and intention to continue doing so; anticipated minimum 2014 and 2015 EBITDA; anticipation that all its business segments will have higher operating income in 2015, and the basis for such increases in ROVs, Subsea Products, and Subsea Projects; belief that the oil and gas industry will continue 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., 713-329-4670, investorrelations@oceaneering.com. A live webcast of the company’s earnings release conference call, scheduled for Thursday, October 30, 2014 at 11:00 a.m. Eastern, can be accessed at www.oceaneering.com/investor-relations/.

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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
													Sep 30, 2014			Dec 31, 2013
													(in thousands)
ASSETS
	Current Assets (including cash and cash equivalents of $74,592 and $91,430)												$	1,558,389		$	1,433,275
	Net Property and Equipment												1,314,764			1,189,099
	Other Assets												518,302			506,126
			TOTAL ASSETS										$	3,391,455		$	3,128,500
LIABILITIES AND SHAREHOLDERS' EQUITY
	Current Liabilities												$	725,542		$	727,088
	Long-term Debt												250,000			—
	Other Long-term Liabilities												397,040			357,972
	Shareholders' Equity												2,018,873			2,043,440
			TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY										$	3,391,455		$	3,128,500
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
				For the Three Months Ended									For the Nine Months Ended
				Sep 30, 2014			Sep 30, 2013			Jun 30, 2014			Sep 30, 2014			Sep 30, 2013
				(in thousands, except per share amounts)
	Revenue			$	973,089		$	853,297		$	927,407		$	2,740,697		$	2,392,221
	Cost of services and products			731,234			647,805			709,192			2,091,136			1,824,490
		Gross Margin		241,855			205,492			218,215			649,561			567,731
	Selling, general and administrative expense			59,937			51,756			56,904			173,470			159,368
		Income from Operations		181,918			153,736			161,311			476,091			408,363
	Interest income			130			39			41			250			472
	Interest expense			(677		)	(851		)	(398		)	(1,486		)	(2,167		)
	Equity earnings (losses) of unconsolidated affiliates			9			134			8			(19		)	109
	Other income (expense), net			(392		)	(639		)	(417		)	(515		)	(840		)
		Income before Income Taxes		180,988			152,419			160,545			474,321			405,937
	Provision for income taxes			56,650			48,012			50,250			148,463			127,870
		Net Income		$	124,338		$	104,407		$	110,295		$	325,858		$	278,067
Weighted average diluted shares outstanding				107,407			108,783			108,421			108,180			108,703
Diluted Earnings per Share				$	1.16		$	0.96		$	1.02		$	3.01		$	2.56
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, 2014			Sep 30, 2013			Jun 30, 2014			Sep 30, 2014			Sep 30, 2013
			($ in thousands)
Remotely Operated Vehicles		Revenue	$	285,385		$	254,979		$	268,274		$	809,478		$	726,770
	Gross Margin		$	98,511		$	85,193		$	86,685		$	272,386		$	241,527
	Operating Income		$	88,350		$	74,710		$	75,825		$	240,915		$	209,764
	Operating Income %		31		%	29		%	28		%	30		%	29		%
	Days available		30,103			27,567			29,059			87,013			80,666
	Days utilized		25,247			23,684			24,510			73,626			67,750
	Utilization %		84		%	86		%	84		%	85		%	84		%
Subsea Products		Revenue	$	336,745		$	263,671		$	327,252		$	924,007		$	735,692
	Gross Margin		$	105,406		$	80,896		$	99,558		$	280,093		$	225,630
	Operating Income		$	83,430		$	61,737		$	79,497		$	217,443		$	166,576
	Operating Income %		25		%	23		%	24		%	24		%	23		%
Backlog at end of period			$	768,000		$	857,000		$	850,000		$	768,000		$	857,000
Subsea Projects		Revenue	$	151,560		$	143,132		$	136,199		$	425,949		$	349,782
	Gross Margin		$	31,749		$	33,992		$	30,122		$	86,280		$	76,904
	Operating Income		$	27,339		$	30,700		$	25,863		$	73,739		$	66,310
	Operating Income %		18		%	21		%	19		%	17		%	19		%
Asset Integrity		Revenue	$	134,734		$	118,657		$	130,229		$	389,122		$	358,246
	Gross Margin		$	27,687		$	22,094		$	23,207		$	72,760		$	64,662
	Operating Income		$	19,583		$	16,373		$	15,915		$	49,583		$	45,351
	Operating Income %		15		%	14		%	12		%	13		%	13		%
Advanced Technologies		Revenue	$	64,665		$	72,858		$	65,453		$	192,141		$	221,731
	Gross Margin		$	7,439		$	11,170		$	5,597		$	20,763		$	39,423
	Operating Income		$	2,863		$	6,400		$	198		$	6,016		$	25,241
	Operating Income %		4		%	9		%	—		%	3		%	11		%
Unallocated Expenses
Gross margin expenses			$	(28,937	)	$	(27,853	)	$	(26,954	)	$	(82,721	)	$	(80,415	)
Operating income expenses			$	(39,647	)	$	(36,184	)	$	(35,987	)	$	(111,605	)	$	(104,879	)
TOTAL		Revenue	$	973,089		$	853,297		$	927,407		$	2,740,697		$	2,392,221
	Gross Margin		$	241,855		$	205,492		$	218,215		$	649,561		$	567,731
	Operating Income		$	181,918		$	153,736		$	161,311		$	476,091		$	408,363
	Operating Income %		19		%	18		%	17		%	17		%	17		%
SELECTED CASH FLOW INFORMATION
Capital expenditures, including acquisitions			$	79,788		$	105,119		$	157,450		$	341,276		$	280,434
Depreciation and Amortization			$	59,621		$	50,948		$	56,057		$	169,029		$	150,973

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
	For the Three Months Ended						For the Nine Months Ended
	Sep 30, 2014		Sep 30, 2013		Jun 30, 2014		Sep 30, 2014		Sep 30, 2013
	(in thousands)
Net Income	$	124,338	$	104,407	$	110,295	$	325,858	$	278,067
Depreciation and Amortization	59,621		50,948		56,057		169,029		150,973
Subtotal	183,959		155,355		166,352		494,887		429,040
Interest Income/Expense, Net	547		812		357		1,236		1,695
Provision for Income Taxes	56,650		48,012		50,250		148,463		127,870
EBITDA	$	241,156	$	204,179	$	216,959	$	644,586	$	558,605
	2014 Estimates				2015 Estimates
	Low		High		Low		High
	(in thousands)				(in thousands)
Net Income	$	425,000	$	430,000	$	435,000	$	475,000
Depreciation and Amortization	225,000		230,000		240,000		250,000
Subtotal	650,000		660,000		675,000		725,000
Interest Income/Expense, Net	—		—		5,000		5,000
Provision for Income Taxes	195,000		195,000		200,000		215,000
EBITDA	$	845,000	$	855,000	$	880,000	$	945,000