8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):July 23, 2014

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-10945 (Commission File Number) 95-2628227 (IRS Employer Identification No.)

11911 FM 529 Houston, TX (Address of principal executive offices) 77041 (Zip Code)

Registrant's telephone number, including area code: (713) 329-4500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition.

On July 23, 2014, we issued a press release announcing our earnings for the second quarter ended June 30, 2014. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01    Other Events.

On July 23, 2014, we also announced that our Board of Directors declared a quarterly dividend of $0.27 per common share. The dividend will be payable on September 19, 2014 to shareholders of record at the close of business on August 29, 2014. A copy of that press release is furnished as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

The following are being furnished as exhibits to this report.

Exhibit 99.1	Press Release of Oceaneering International, Inc., dated July 23, 2014 regarding Item 2.02
Exhibit 99.2	Press Release of Oceaneering International, Inc., dated July 23, 2014 regarding Item 8.01

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 hereunto duly authorized.

			OCEANEERING INTERNATIONAL, INC.
Date:	July 23, 2014	By:	/S/ W. CARDON GERNER
			W. Cardon Gerner
			Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
Exhibit 99.1	Press Release of Oceaneering International, Inc., dated July 23, 2014 regarding Item 2.02
Exhibit 99.2	Press Release of Oceaneering International, Inc., dated July 23, 2014 regarding Item 8.01

EX-99.1

Exhibit 99.1

Oceaneering Announces Record Quarterly Earnings

-- Narrows 2014 EPS Guidance Range to $3.95 to $4.05

-- Initiates Third Quarter 2014 EPS Guidance of $1.10 to $1.15

July 23, 2014 - Houston, Texas - Oceaneering International, Inc. (NYSE:OII) today reported record quarterly earnings for the second quarter ended June 30, 2014.

On revenue of $927.4 million, Oceaneering generated net income of $110.3 million, or $1.02 per share. During the corresponding period in 2013, Oceaneering reported revenue of $820.4 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						Six Months Ended
	June 30,				March 31,		June 30,
	2014		2013		2014		2014		2013
Revenue	$	927,407	$	820,372	$	840,201	$	1,767,608	$	1,538,924
Gross Margin	218,215		201,864		189,491		407,706		362,239
Income from Operations	161,311		146,337		132,862		294,173		254,627
Net Income	$	110,295	$	98,811	$	91,225	$	201,520	$	173,660
Diluted Earnings Per Share (EPS)	$1.02		$0.91		$0.84		$1.86		$1.60

Year over year, quarterly EPS increased on profit improvements from Subsea Products, Remotely Operated Vehicles (ROV), and Subsea Projects. Sequentially, quarterly EPS rose on higher operating income principally from Subsea Products and Subsea Projects.

M. Kevin McEvoy, President and Chief Executive Officer, stated, “Our quarterly EPS was slightly above our guidance, and was up 21% over the first quarter of this year and 12% over the second quarter of 2013. EPS for the first half of 2014 was 16% higher than the first half of 2013. We achieved record quarterly operating income from Subsea Products, and for the first time Subsea Products operating income exceeded that of ROV.

- more -

“Our outlook for the second half of this year remains positive and unchanged overall from last quarter. Given this outlook and our year-to-date performance, we are narrowing our 2014 EPS guidance range to $3.95 to $4.05 from $3.90 to $4.10. Relative to the first half of 2014, we expect to generate higher income from each of our operating segments during the second half, led by ROV and Subsea Projects. We continue to forecast year-over-year operating income growth for all of our oilfield segments in 2014.

“Compared to the first quarter, Subsea Products operating income rose on the strength of increased revenue and profitability from tooling and subsea hardware. Subsea Products backlog at quarter end was $850 million, compared to our March 31 backlog of $894 million and $902 million one year ago. During the quarter we announced one large umbilical contract for offshore Indonesia.

“ROV operating income was essentially flat, as operating margin declined due to higher repair and maintenance expenses, unanticipated startup costs associated with placing new systems in service, and lower fleet utilization. Revenue grew on increases in days on hire and revenue per day on hire. During the quarter we put 13 new ROVs into service and retired 4. At the end of June we had 323 vehicles in our fleet, compared to 296 one year ago.

“During the second half of this year, we expect to place at least 13 new ROVs into service, and we have contracts for all of these. When these new vehicles are placed into service depends upon the actual commencement dates of new drilling rig and vessel project work. We now anticipate adding

40 or more new systems to our ROV fleet in 2014.

“Sequentially, Subsea Projects operating income increased largely as a result of adding a vessel, the Bourbon Evolution 803, to our Field Support Vessel Services contract with BP for work offshore Angola and a higher profit contribution from the Ocean Alliance in the U.S. Gulf of Mexico. The Ocean Alliance was out of service for much of the first quarter undergoing a regulatory drydock inspection. Asset Integrity operating income improved slightly due to a seasonal increase in activity in Europe and the Caspian Sea area. Advanced Technologies operating income declined due to execution issues on certain U.S. Navy and industrial projects.

“For the third quarter of 2014, we are projecting EPS of $1.10 to $1.15. We expect sequential improvements in income from all of our operating business segments, led by ROVs.

“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 $103 million of cash, $80 million of debt, and $2.2 billion of equity. During the quarter we generated EBITDA of $217 million, $403 million year to date, and for 2014 we anticipate generating at least $855 million.

“In June we increased our regular quarterly cash dividend by 23% to $0.27 from $0.22 per share.

This underscores our continued confidence in Oceaneering’s financial strength and future business prospects.

“Looking beyond 2014, 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 services and products to safely support the deepwater efforts of our customers.”

- more -

2

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: positive outlook for the rest of this year; 2014 EPS guidance range; forecast of higher income from all oilfield segments in 2014 compared to 2013; expectation of higher operating income in the second half of 2014, relative to the first half of 2014, led by ROV and Subsea Projects; statements about backlog, to the extent backlog may be an indicator of future revenue or profitability; anticipated additions to its ROV fleet in 2014; third quarter EPS guidance range; expectation of sequential quarterly improvements in income from all operating business segments, led by ROV; belief that its liquidity and projected cash flow provide ample resources to invest in the company’s growth; anticipated minimum 2014 EBITDA; 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., 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 Thursday, July 24, 2014 at 11:00 a.m. Eastern, can be accessed at www.oceaneering.com/investor-relations/.

- Tables follow on next page -

3

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
													Jun 30, 2014			Dec 31, 2013
													(in thousands)
ASSETS
	Current Assets (including cash and cash equivalents of $103,330 and $91,430)												$	1,530,712		$	1,433,275
	Net Property and Equipment												1,312,585			1,189,099
	Other Assets												539,887			506,126
			TOTAL ASSETS										$	3,383,184		$	3,128,500
LIABILITIES AND SHAREHOLDERS' EQUITY
	Current Liabilities												$	767,107		$	727,088
	Long-term Debt												80,000			—
	Other Long-term Liabilities												363,447			357,972
	Shareholders' Equity												2,172,630			2,043,440
			TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY										$	3,383,184		$	3,128,500
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
				For the Three Months Ended									For the Six Months Ended
				Jun 30, 2014			Jun 30, 2013			Mar 31, 2014			Jun 30, 2014			Jun 30, 2013
				(in thousands, except per share amounts)
	Revenue			$	927,407		$	820,372		$	840,201		$	1,767,608		$	1,538,924
	Cost of services and products			709,192			618,508			650,710			1,359,902			1,176,685
		Gross Margin		218,215			201,864			189,491			407,706			362,239
	Selling, general and administrative expense			56,904			55,527			56,629			113,533			107,612
		Income from Operations		161,311			146,337			132,862			294,173			254,627
	Interest income			41			243			79			120			433
	Interest expense			(398		)	(553		)	(411		)	(809		)	(1,316		)
	Equity earnings (losses) of unconsolidated affiliates			8			(186		)	(36		)	(28		)	(25		)
	Other income (expense), net			(417		)	(1,591		)	294			(123		)	(201		)
		Income before Income Taxes		160,545			144,250			132,788			293,333			253,518
	Provision for income taxes			50,250			45,439			41,563			91,813			79,858
		Net Income		$	110,295		$	98,811		$	91,225		$	201,520		$	173,660
Weighted average diluted shares outstanding				108,421			108,713			108,724			108,571			108,662
Diluted Earnings per Share				$	1.02		$	0.91		$	0.84		$	1.86		$	1.60
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 Six Months Ended
			Jun 30, 2014			Jun 30, 2013			Mar 31, 2014			Jun 30, 2014			Jun 30, 2013
			($ in thousands)
Remotely Operated Vehicles		Revenue	$	268,274		$	242,163		$	255,819		$	524,093		$	471,791
	Gross Margin		$	86,685		$	80,180		$	87,190		$	173,875		$	156,334
	Operating Income		$	75,825		$	69,219		$	76,740		$	152,565		$	135,054
	Operating Income %		28		%	29		%	30		%	29		%	29		%
	Days available		29,059			26,884			27,851			56,910			53,099
	Days utilized		24,510			22,362			23,869			48,379			44,066
	Utilization %		84		%	83		%	86		%	85		%	83		%
Subsea Products		Revenue	$	327,252		$	258,016		$	260,010		$	587,262		$	472,021
	Gross Margin		$	99,558		$	82,389		$	75,129		$	174,687		$	144,734
	Operating Income		$	79,497		$	62,060		$	54,516		$	134,013		$	104,839
	Operating Income %		24		%	24		%	21		%	23		%	22		%
Backlog at end of period			$	850,000		$	902,000		$	894,000		$	850,000		$	902,000
Subsea Projects		Revenue	$	136,199		$	118,195		$	138,190		$	274,389		$	206,650
	Gross Margin		$	30,122		$	27,991		$	24,409		$	54,531		$	42,912
	Operating Income		$	25,863		$	23,990		$	20,537		$	46,400		$	35,610
	Operating Income %		19		%	20		%	15		%	17		%	17		%
Asset Integrity		Revenue	$	130,229		$	124,740		$	124,159		$	254,388		$	239,589
	Gross Margin		$	23,207		$	23,529		$	21,866		$	45,073		$	42,568
	Operating Income		$	15,915		$	16,639		$	14,085		$	30,000		$	28,978
	Operating Income %		12		%	13		%	11		%	12		%	12		%
Advanced Technologies		Revenue	$	65,453		$	77,258		$	62,023		$	127,476		$	148,873
	Gross Margin		$	5,597		$	14,945		$	7,727		$	13,324		$	28,253
	Operating Income		$	198		$	10,165		$	2,955		$	3,153		$	18,841
	Operating Income %		—		%	13		%	5		%	2		%	13		%
Unallocated Expenses
Gross margin expenses			$	(26,954	)	$	(27,170	)	$	(26,830	)	$	(53,784	)	$	(52,562	)
Operating income expenses			$	(35,987	)	$	(35,736	)	$	(35,971	)	$	(71,958	)	$	(68,695	)
TOTAL		Revenue	$	927,407		$	820,372		$	840,201		$	1,767,608		$	1,538,924
	Gross Margin		$	218,215		$	201,864		$	189,491		$	407,706		$	362,239
	Operating Income		$	161,311		$	146,337		$	132,862		$	294,173		$	254,627
	Operating Income %		17		%	18		%	16		%	17		%	17		%
SELECTED CASH FLOW INFORMATION
Capital expenditures, including acquisitions			$	157,450		$	81,138		$	104,038		$	261,488		$	175,315
Depreciation and Amortization			$	56,057		$	50,173		$	53,351		$	109,408		$	100,025

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
	For the Three Months Ended						For the Six Months Ended
	Jun 30, 2014		Jun 30, 2013		Mar 31, 2014		Jun 30, 2014		Jun 30, 2013
	(in thousands)
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
Net Income	$	110,295	$	98,811	$	91,225	$	201,520	$	173,660
Depreciation and Amortization	56,057		50,173		53,351		109,408		100,025
Subtotal	166,352		148,984		144,576		310,928		273,685
Interest Income/Expense, Net	357		310		332		689		883
Provision for Income Taxes	50,250		45,439		41,563		91,813		79,858
EBITDA	$	216,959	$	194,733	$	186,471	$	403,430	$	354,426
							2014 Estimates
							Low		High
							(in thousands)
Net Income							$	430,000	$	440,000
Depreciation and Amortization							230,000		235,000
Subtotal							660,000		675,000
Interest Income/Expense, Net							—		—
Provision for Income Taxes							195,000		200,000
EBITDA							$	855,000	$	875,000

EX-99.2

Exhibit 99.2

Oceaneering Declares Quarterly Dividend

July 23, 2014 - Houston, Texas - Oceaneering International, Inc. (NYSE:OII) announced today that its Board of Directors declared a regular quarterly dividend of $0.27 per common share. The dividend is payable September 19, 2014 to shareholders of record at the close of business on August 29, 2014.

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.