1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 1-10945
-------
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2628227
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11911 FM 529
Houston, Texas
77041
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(713) 329-4500
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 1, 2001
- ---------------------------- -----------------------------
Common Stock, $.25 Par Value 23,593,436 shares
Page 1
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
June 30, Dec. 31,
2001 2000
-------- --------
(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 10,913 $ 9,911
Accounts receivable (net of allowance
for doubtful accounts of $1,309 and $510) 138,600 107,417
Prepaid expenses and other 34,052 27,019
-------- --------
Total current assets 183,565 144,347
-------- --------
Property and Equipment, at cost 544,168 523,385
Less: accumulated depreciation 204,213 187,025
-------- --------
Net property and equipment 339,955 336,360
-------- --------
Goodwill (net of amortization of $8,156 and $7,526) 10,833 11,493
-------- --------
Other Assets 22,893 20,484
-------- --------
TOTAL ASSETS $557,246 $512,684
======== ========
LIABILITIES and SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts and notes payable $ 29,530 $ 25,149
Accrued liabilities 69,392 60,139
Income taxes payable 11,042 8,736
-------- --------
Total current liabilities 109,964 94,024
-------- --------
Long-term Debt, net of current portion 190,000 180,000
-------- --------
Other Long-term Liabilities 33,346 31,766
-------- --------
Commitments and Contingencies
Shareholders' Equity 223,936 206,894
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $557,246 $512,684
======== ========
</Table>
See Notes to Consolidated Financial Statements.
Page 2
3
OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<Table>
<Caption>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
2001 2000 2001 2000
----------- ----------- ---------- ----------
(in thousands, except per share amounts)
Revenues $ 132,223 $ 104,039 $ 236,477 $ 215,082
Cost of Services 107,482 88,666 190,932 182,232
Selling, General and Administrative Expenses 10,619 9,995 21,135 20,224
---------- ---------- ---------- ----------
Income from operations 14,122 5,378 24,410 12,626
Interest Income 124 149 205 260
Interest Expense, net of capitalized interest of (2,624) (1,612) (4,503) (3,087)
$585 and $793, and $1,930 and $1,379
Other Income (Expense), Net 251 309 (233) 111
---------- ---------- ---------- ----------
Income before income taxes 11,873 4,224 19,879 9,910
Provision for Income Taxes (4,156) (1,521) (6,958) (3,568)
---------- ---------- ---------- ----------
Net Income $ 7,717 $ 2,703 $ 12,921 $ 6,342
========== ========== ========== ==========
Basic Earnings per Share $ 0.33 $ 0.12 $ 0.55 $ 0.28
Diluted Earnings per Share $ 0.32 $ 0.12 $ 0.54 $ 0.27
Weighted average number of common shares 23,464 22,865 23,313 22,820
Incremental shares from stock options 558 321 523 310
Weighted average number of common shares and
equivalents 24,022 23,186 23,836 23,130
</Table>
See Notes to Consolidated Financial Statements.
Page 3
4
OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
For the Six Months Ended
June 30,
------------------------
2001 2000
---------- ----------
(in thousands)
Cash Flows from Operating Activities:
Net Income $ 12,921 $ 6,342
-------- --------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 20,993 18,139
Currency translation adjustments and other (834) (510)
Increase in accounts receivable (31,183) (5,823)
Increase in prepaid expenses and other current assets (7,033) (1,373)
Increase in other assets (137) (2,122)
Increase in current liabilities 15,215 1,415
Increase in other long-term liabilities 1,350 9,672
-------- --------
Total adjustments to net income (1,629) 19,398
-------- --------
Net Cash Provided by Operating Activities 11,292 25,740
-------- --------
Cash Flows from Investing Activities:
Purchases of property and equipment and other (27,829) (67,522)
-------- --------
Net Cash Used in Investing Activities (27,829) (67,522)
-------- --------
Cash Flows from Financing Activities:
Net proceeds from revolving credit and other long-term debt 9,927 39,554
Proceeds from issuance of common stock 7,612 2,229
Purchases of treasury stock -- (754)
-------- --------
Net Cash Provided by Financing Activities 17,539 41,029
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents 1,002 (753)
Cash and Cash Equivalents - Beginning of Year 9,911 11,104
-------- --------
Cash and Cash Equivalents - End of Period $ 10,913 $ 10,351
======== ========
</Table>
See Notes to Consolidated Financial Statements.
Page 4
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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Significant Accounting Policies
These consolidated financial statements are unaudited and have been
prepared pursuant to instructions for the Quarterly Report on Form 10-Q
required to be filed with the Securities and Exchange Commission and do
not include all information and footnotes normally included in
financial statements prepared in accordance with generally accepted
accounting principles. These financial statements reflect all
adjustments that Oceaneering's management believes are necessary to
present fairly Oceaneering's financial position at June 30, 2001 and
its results of operations and cash flows for the periods presented. All
such adjustments are of a normal recurring nature. The financial
statements should be read in conjunction with the consolidated
financial statements and notes thereto included in Oceaneering's Report
on Form 10-K for the period ended December 31, 2000. The results for
interim periods are not necessarily indicative of annual results.
2. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
<Table>
<Caption>
June 30, Dec. 31,
2001 2000
-------- --------
(in thousands)
Spare parts for remotely operated vehicles $ 11,776 $ 10,568
Inventories, primarily raw materials 11,826 8,848
Other 10,450 7,603
-------- --------
$ 34,052 $ 27,019
======== ========
</Table>
3. Shareholders' Equity
Shareholders' Equity consisted of the following:
<Table>
<Caption>
June 30, Dec. 31,
2001 2000
---------- ----------
(in thousands)
Common Stock, par value $0.25;
90,000,000 shares authorized;
24,017,046 shares issued $ 6,004 $ 6,004
Additional paid-in capital 81,351 78,945
Treasury stock; 453,667 and 979,285 shares, at average cost (6,079) (13,123)
Retained earnings 164,727 151,806
Accumulated other elements of comprehensive income (22,067) (16,738)
---------- ----------
Total shareholders' equity $ 223,936 $ 206,894
========== ==========
</Table>
4. Income Taxes
Cash taxes paid were $5.4 million and $2.3 million for the six months
ended June 30, 2001 and 2000, respectively.
5. Earnings Per Share
Oceaneering has computed earnings per share in accordance with
Financial Accounting Standards Board Standard ("SFAS") No. 128,
"Earnings Per Share."
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6. Business Segment Information
Oceaneering supplies a comprehensive range of technical services and
specialty products to a variety of industries. Oceaneering's Offshore
Oil and Gas business consists of four business segments: Remotely
Operated Vehicles ("ROVs"), Subsea Products, Mobile Offshore Production
Systems and Other Services. Oceaneering's Advanced Technologies
business is a separate segment that provides project management,
engineering services and equipment for applications outside the oil and
gas industry.
There are no differences in the basis of segmentation or in the basis
of measurement of segment profit or loss from those used in
Oceaneering's consolidated financial statements for the period ended
December 31, 2000. The following summarizes certain financial data by
business segment:
<Table>
<Caption>
For the Three Months Ended For the Six Months Ended
----------------------------------- ------------------------
June 30, June 30, March 31, June 30, June 30,
2001 2000 2001 2001 2000
---------- ---------- ---------- ---------- -----------
(in thousands)
Revenues
Offshore Oil and Gas
ROVs $ 40,584 $ 25,362 $ 32,234 $ 72,818 $ 47,394
Subsea Products 27,194 22,502 22,161 49,355 48,896
Mobile Offshore Production Systems 11,130 5,980 6,979 18,109 11,845
Other Services 27,722 22,535 19,767 47,489 50,620
---------- ---------- ---------- ---------- ----------
Total Offshore Oil and Gas 106,630 76,379 81,141 187,771 158,755
Advanced Technologies 25,593 27,660 23,113 48,706 56,327
---------- ---------- ---------- ---------- ----------
Total $ 132,223 $ 104,039 $ 104,254 $ 236,477 $ 215,082
========== ========== ========== ========== ==========
Gross Margins
Offshore Oil and Gas
ROVs $ 12,544 $ 5,777 $ 9,832 $ 22,376 $ 11,803
Subsea Products 259 2,344 3,028 3,287 5,438
Mobile Offshore Production Systems 2,591 1,331 1,854 4,445 3,519
Other Services 4,659 1,235 2,072 6,731 1,395
---------- ---------- ---------- ---------- ----------
Total Offshore Oil and Gas 20,053 10,687 16,786 36,839 22,155
Advanced Technologies 4,688 4,686 4,018 8,706 10,695
---------- ---------- ---------- ---------- ----------
Total $ 24,741 $ 15,373 $ 20,804 $ 45,545 $ 32,850
========== ========== ========== ========== ==========
</Table>
7. Comprehensive Income
Effective April 1, 1998, Oceaneering adopted SFAS No. 130, "Reporting
Comprehensive Income." This statement establishes standards for
reporting and displaying comprehensive income and its components.
Comprehensive income is the total of net income and all nonowner
changes in equity. The amounts of comprehensive income for each of the
three- and six-month periods ended June 30, 2001 and 2000 are as
follows:
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
(in thousands)
Net Income per Consolidated Statements of Income $ 7,717 $ 2,703 $ 12,921 $ 6,342
Foreign Currency Translation Losses (2,090) (2,197) (5,329) (3,856)
---------- ---------- ---------- ----------
Comprehensive Income $ 5,627 $ 506 $ 7,592 $ 2,486
========== ========== ========== ==========
</Table>
Amounts comprising other elements of comprehensive income in
Shareholders' Equity:
<Table>
<Caption>
June 30, 2001 December 31, 2000
------------- -----------------
(in thousands)
Accumulated Foreign Currency Translation Adjustments $ (22,067) $ (16,738)
============= =================
</Table>
Page 6
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8. New Accounting Standards
In July 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires the use of the purchase
method of accounting for all business combinations entered into after
June 30, 2001. SFAS No. 141 also specifies criteria intangible assets
must meet to be recognized and reported apart from goodwill. SFAS No.
142 changes the accounting method for goodwill from an amortization to
an impairment-only approach. SFAS No. 142 will be effective for
Oceaneering's quarter ended March 31, 2002 and early adoption of this
statement is not permitted. Oceaneering, therefore, will continue to
amortize existing goodwill pursuant to existing pronouncements until
December 31, 2001, except that the new standards will be immediately
effective for any future business combination Oceaneering completes.
Any transition charges recognized upon implementation of SFAS No. 142
will be accounted for as a cumulative effect of a change in accounting
principle. Oceaneering is currently evaluating the possible effects of
the adoption of these standards on its financial position and results
of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
All statements in this Form 10-Q, other than statements of historical facts,
including, without limitation, statements regarding our business strategy, plans
for future operations and industry conditions, are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to various
risks, uncertainties and assumptions, including those we refer to under the
headings "Business -- Risks and Insurance" and "Cautionary Statement Concerning
Forward-Looking Statements" in Part I of our Report on Form 10-K for the period
ended December 31, 2000. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, because of the inherent
limitations in the forecasting process, as well as the relatively volatile
nature of the industries in which we operate, we can give no assurance that
those expectations will prove to be correct. Accordingly, evaluation of our
future prospects must be made with caution when relying on forward-looking
information.
Material Changes in Financial Condition
We consider our liquidity and capital resources adequate to support our
operations and capital commitments. At June 30, 2001, we had working capital of
$74 million, including $11 million of unrestricted cash, and we had $40 million
of borrowing capacity available under our bank revolving credit facility.
Our capital expenditures were $28 million during the six months ended June 30,
2001, as compared to $71 million during the corresponding period of last year.
Capital expenditures in the current year consisted of the final costs related to
the conversion of a jackup drilling rig to a mobile offshore production unit and
additions to our fleet of ROVs. Prior year expenditures consisted of the start
of conversion of the jackup drilling rig to a mobile offshore production unit,
additions to our fleet of ROVs and multiservice vessel construction.
Commitments for capital expenditures at June 30, 2001 were approximately $14
million for modification of the FPSO Ocean Producer. These modifications are
required for the new seven-year contract that we discuss below.
Results of Operations
We operate in five business segments. The segments are contained within two
businesses - services and products provided to the offshore oil and gas industry
("Offshore Oil and Gas") and all other services and products ("Advanced
Technologies"). Our segments within the Offshore Oil and Gas business are
Remotely Operated Vehicles ("ROVs"), Subsea Products, Mobile Offshore Production
Systems and Other Services. We report our Advanced Technologies business as one
segment.
Consolidated revenue and margin information is as follows:
<Table>
<Caption>
For the Three Months Ended For the Six Months Ended
---------------------------------- ------------------------
June 30, June 30, March 31, June 30, June 30,
2001 2000 2001 2001 2000
-------- -------- ---------- -------- --------
(in thousands)
Revenues $132,223 $104,039 $ 104,254 $236,477 $215,082
Gross margin 24,741 15,373 20,804 45,545 32,850
Gross margin % 19% 15% 20% 19% 15%
Operating margin % 11% 5% 10% 10% 6%
</Table>
Page 7
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We generate a material amount of our consolidated revenue from contracts for
marine services in the Gulf of Mexico and North Sea, which are usually more
active from April through November compared to the rest of the year. However,
our exit from the diving sector in the North Sea in early 1998 and the
substantial number of multiyear ROV contracts that we entered into since
calendar year 1997 have reduced the seasonality of our ROV and Other Services
operations. Revenues in our Mobile Offshore Production Systems, Subsea Products
and Advanced Technologies segments are generally not seasonal.
Our Offshore Oil and Gas business results are influenced by the level of capital
spending by oil and gas companies in the offshore sector, particularly in
deepwater, that is, at water depths of 1,000 feet or more. We have seen
increases in deepwater activity compared to the quarter ended March 31, 2001 and
anticipate that this trend will continue through this year and into 2002.
OFFSHORE OIL AND GAS
The table below sets forth our revenues and gross margins for our Offshore Oil
and Gas business for the periods indicated.
<Table>
<Caption>
For the Three Months Ended For the Six Months Ended
-------------------------------------- ------------------------
June 30, June 30, March 31, June 30, June 30,
2001 2000 2001 2001 2000
---------- ---------- ---------- ---------- ----------
(in thousands)
ROVs
Revenues $ 40,584 $ 25,362 $ 32,234 $ 72,818 $ 47,394
Gross margin 12,544 5,777 9,832 22,376 11,803
Gross margin % 31% 23% 31% 31% 25%
Work class utilization % 79% 63% 71% 75% 62%
Subsea Products
Revenues $ 27,194 $ 22,502 $ 22,161 $ 49,355 $ 48,896
Gross margin 259 2,344 3,028 3,287 5,438
Gross margin % 1% 10% 14% 7% 11%
Mobile Offshore Production Systems
Revenues $ 11,130 $ 5,980 $ 6,979 $ 18,109 $ 11,845
Gross margin 2,591 1,331 1,854 4,445 3,519
Gross margin % 23% 22% 27% 25% 30%
Other Services
Revenues $ 27,722 $ 22,535 $ 19,767 $ 47,489 $ 50,620
Gross margin 4,659 1,235 2,072 6,731 1,395
Gross margin % 17% 5% 10% 14% 3%
Total Offshore Oil and Gas
Revenues $ 106,630 $ 76,379 $ 81,141 $ 187,771 $ 158,755
Gross margin 20,053 10,687 16,786 36,839 22,155
Gross margin % 19% 14% 21% 20% 14%
</Table>
ROV segment operating income has been increasing due to both additional units
available for service and higher utilization. The higher utilization rates have
resulted from the return to service of more floating deepwater drilling rigs and
a rise in offshore construction-related activities.
Our Subsea Products revenues were higher compared to the quarter ended June 30,
2000 due to increased activity levels in our production of control systems. The
gross margin is lower in the quarter ended June 30, 2001 due to a loss of $3.5
million recognized on a large steel tube umbilical order in our U.K. plant. We
completed this order in the quarter ended June 30, 2001.
Page 8
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Our Mobile Offshore Production Systems revenues and gross margins were higher in
the second quarter of 2001 compared to both the immediately preceding quarter
and the quarter ended June 30, 2000 as we started receiving partial dayrate
revenue from the Ocean Legend in the first quarter and full dayrate in the
second quarter of 2001. In the second quarter of 2001, we entered into a
contract for the FPSO Ocean Producer for seven years at another field in Angola.
We disconnected the Ocean Producer from its location in May 2001 and moved it to
a shipyard for modification, life extension and repair as required for the new
location. The modifications will have a net cost of approximately $14 million
and will include an upgraded mooring system, the addition of water injection
equipment and preparation for the future addition of gas injection equipment. We
anticipate the Ocean Producer will be moved to its new location in the fourth
quarter of 2001. Although the prior year included a full year of operation of
the Ocean Producer and a total of $1.8 million of net gain from two sales and a
writedown of out-of-service equipment, we anticipate that our Mobile Offshore
Production Systems revenues and margins will be higher in 2001 than those of
2000 as a result of operations of the Ocean Legend.
Increased offshore activity in the Gulf of Mexico contributed to the significant
improvement in gross margins in our Other Services segment. The comparison of
the year-to-date results for this segment to its results for the corresponding
period of the prior year also reflects the benefits from our exit in 2000 from
non-U.S. oilfield diving and vessel activities, which usually consisted of light
construction jobs performed at low margins. We anticipate that Other Services
will operate at improved margins for the balance of 2001 as compared to 2000, as
we expect higher utilization of our Ocean Intervention-class vessels doing
project work.
ADVANCED TECHNOLOGIES
Revenue and gross margin information is as follows:
<Table>
<Caption>
For the Three Months Ended For the Six Months Ended
-------------------------------------- ------------------------
June 30, June 30, March 31, June 30, June 30,
2001 2000 2001 2001 2000
---------- ---------- ---------- ---------- ----------
(in thousands)
Revenues $ 25,593 $ 27,660 $ 23,113 $ 48,706 $ 56,327
Gross margin 4,688 4,686 4,018 8,706 10,695
Gross margin % 18% 17% 17% 18% 19%
</Table>
Advanced Technologies revenues were lower in the second quarter of 2001 than the
quarter ended June 30, 2000 due to lower activities related to theme park
attractions. The results in the first six months of 2001 were lower than those
achieved in the first six months of 2000 as the prior year included a large
outfall job in Southeast Asia, which was performed using resources associated
with our Other Services segment. The related assets were among those we later
exchanged for ROVs. Our Advanced Technologies segment results depend in part on
the level of government funding for NASA and U.S. Navy programs in which we
currently participate or are pursuing.
OTHER
Our equity in the earnings of our telecommunications joint venture was $345,000
and $722,000 for the three and six months ended June 30, 2001, compared to
income of $42,000 and a loss of $138,000 for the three and six months ended June
30, 2000.
Interest expense for the periods ended June 30, 2001 increased compared to the
corresponding periods of the prior year as we had higher debt levels. This debt
had been incurred to fund the acquisition of additional equipment and expansion
of our Subsea Products production capacity. Interest expense of $2,624,000 and
$4,503,000 for the three and six months ended June 30, 2001 was net of
capitalized interest of $585,000 and $1,930,000.
Other expense in the first half of 2001 included the first quarter writeoff of
$600,000 related to the shares of Friede Goldman Halter, Inc. we received as
proceeds for the sale of an out-of-service jackup rig in the fourth quarter of
1999. Friede Goldman Halter, Inc. filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code on April 19, 2001. Friede Goldman
Halter, Inc. was delisted from the New York Stock Exchange on April 19, 2001. It
now trades on the Over-the-Counter Bulletin Board of NASDAQ (OTCBB) under the
symbol FGHLQ.
The provisions for income taxes were related to U.S. income taxes that we
provided at estimated annual effective rates using assumptions as to earnings
and other factors that would affect the tax calculation for the remainder of the
year and to the operations of foreign branches and subsidiaries that were
subject to local income and withholding taxes.
Page 9
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There are no material changes from the information provided in Item 7A of our
Report on Form 10-K for the period ended December 31, 2000.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) Oceaneering International, Inc. held its Annual Meeting of
Shareholders on May 18, 2001. The following matters were voted
upon at the Annual Meeting, with the voting results as
follows:
(1) Election of Class III Directors
<Table>
<Caption>
Nominee Shares Voted For Votes Withheld
---------------------- ---------------- --------------
David S. Hooker 19,376,750 202,103
Harris J. Pappas 19,376,675 202,178
</Table>
Messrs. Charles B. Evans, John R. Huff and D. Michael
Hughes also continued as directors immediately following
the Annual Meeting.
(2) Ratification of the appointment of Arthur Andersen LLP as
independent auditors for the Company.
<Table>
<Caption>
Shares Voted For Shares Voted Against Shares Abstaining
---------------- -------------------- -----------------
19,547,051 28,062 3,740
</Table>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
<Table>
<Caption>
Registration
or File Form or Report Exhibit
Number Report Date Number
------------ ------- ------ -------
* 3.01 Restated Certificate of Incorporation 1-10945 10-Q Sept. 2000 3.01
* 3.02 Amended and Restated By-Laws 1-10945 10-Q Mar. 2001 3.02
10.1 Defined Contribution Master Plan and
Trust Agreement and Adoption Agreement
for the Oceaneering International, Inc.
Retirement Investment Plan
</Table>
* Indicates exhibit previously filed with the Securities and Exchange
Commission as indicated and incorporated herein by reference.
(b) The Company filed the following reports on Form 8-K during the quarter for
which this report is filed.
Date Description
---- -----------
April 3, 2001 Announcement that the Annual Meeting of Shareholders
would be held on May 18, 2001.
May 16, 2001 Information furnished under Item 9 regarding the
posting of a presentation on the Company's Web site.
Page 10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OCEANEERING INTERNATIONAL, INC.
(Registrant)
Date: August 9, 2001 By: /s/ JOHN R. HUFF
------------------------------------
John R. Huff
Chairman and Chief Executive Officer
Date: August 9, 2001 By: /s/ MARVIN J. MIGURA
------------------------------------
Marvin J. Migura
Senior Vice President and Chief
Financial Officer
Date: August 9, 2001 By: /s/ JOHN L. ZACHARY
------------------------------------
John L. Zachary
Controller and Chief Accounting
Officer