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): May 4, 2006

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

o 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 May 4, 2006, we issued a press release announcing our earnings for the first quarter of 2006. 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 9.01. Financial Statements and Exhibits.

The following is being furnished as an exhibit to this report.

Exhibit 99.1 Press Release of Oceaneering International, Inc., dated May 4, 2006

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.
By:	/s/ MARVIN J. MIGURA
	Marvin J. Migura
	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Date: May 4, 2006

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Oceaneering International, Inc. on May 4, 2006.

EX-99.1

Exhibit 99.1

Oceaneering Announces Record Quarterly Earnings

—Earnings More Than Double Year-Over-Year and Increase Nearly 30% Sequentially

—2006 EPS Guidance Raised 25%

May 4, 2006 — Houston, Texas — Oceaneering International, Inc. (NYSE:OII) today reported all-time record quarterly earnings. For the quarter ended March 31, 2006, on revenue of $290 million, Oceaneering generated net income of $25.5 million, or $0.93 per share. During the corresponding period in 2005, Oceaneering reported revenue of $211 million and net income of $10.6 million, or $0.40 per share.

The 140% year-over-year increase in quarterly earnings was principally due to improvements in ROV, Subsea Products, and Subsea Projects operating profits. These improvements reflect Oceaneering’s business focus on deepwater and subsea completion activity and an increase in hurricane damage inspection and repair work.

Summary of Results
(in thousands, except per share amounts)

	Three Months Ended
	Mar. 31,				Dec. 31,
	2006		2005		2005
Revenue	$	289,509	$	210,737	$	288,725
Gross Margin	$	60,317	$	33,203	$	56,176
Operating Income	$	37,964	$	14,493	$	30,581
Net Income	$	25,502	$	10,592	$	19,701
Diluted Earnings Per Share	$	0.93	$	0.40	$	0.72
Weighted Average Number of Diluted Shares		27,388		26,510		27,282

For the fourth quarter of 2005, Oceaneering reported revenues of $289 million and net income of $19.7 million, or $0.72 per share. The 29% sequential improvement in quarterly net income was largely attributable to increased operating income from our ROV, Subsea Products, and Inspection segments and equity income from the Medusa Spar. Results for the fourth quarter of 2005 included a $6.1 million pre-tax asset write-down in our ROV segment and reflected an effective income tax rate of 29.2%. The tax rate for the first quarter of 2006 was 35.6%.

- more -

John Huff, Chairman and Chief Executive Officer, stated, “We achieved record net income for the fourth consecutive quarter as market demand for our subsea services and products remained at a very high level. These earnings reflect the growth strategy we have in place, the ongoing secular demand growth for our offshore oilfield niche markets, and our participation in Gulf of Mexico (GOM) hurricane damage inspection and repair projects.

“Net income for the quarter was well above our EPS guidance range as all of our oilfield business activities performed above expectations, particularly Subsea Products and Subsea Projects. Subsea Products achieved record quarterly operating income from profit increases on sales of ROV tooling and Installation/Workover Control System rental services. Subsea Projects benefited from continued demand for GOM hurricane damage inspection and repair services at the unprecedented level set last quarter.

“ROV operating income sequentially improved due to an increase in average pricing and the fourth quarter asset write-down. Inspection operating income rose as a result of normal seasonality and our ongoing effort to sell more value-added services. Equity income from the Medusa Spar increased as we benefited from production for the full quarter.

“Subsea Products backlog at the end of March was $222 million. During the quarter we commissioned our large cabling machine at our Panama City, Florida facility, and we are currently manufacturing the first steel tube umbilical with this new equipment. In mid-April we began using our vessel The Performer, an ROV support vessel equipped with a moonpool-deployed HydraÒ Millennium ROV, in the GOM to perform deepwater inspection, maintenance, and repair (IMR) work. In April we also chartered the M/V Island Ranger, a Class 2 dynamically positioned vessel, for a three-year term commencing in February 2007. The Island Ranger, to be outfitted with two of our ROVs, will augment our ability to perform subsea IMR projects in the ultradeep waters of the GOM.

“Since our last quarterly financial press release, our assessment of the 2006 earnings prospects for all of our oilfield activities has improved, particularly for our ROV, Subsea Products, and Subsea Projects businesses, due to higher pricing and utilization of resources. Given our first quarter results and the improved outlook for the balance of this year, we now expect to achieve record EPS in 2006 of $3.60 to $3.90. This is up 25% from our previous guidance. For the second quarter we are forecasting EPS of $0.95 to $1.05.”

Statements in this press release that express a belief, expectation or intention, as well as those that are not historical fact, are forward looking. The forward-looking statements in this press release include the statements concerning Oceaneering’s: expectation for ongoing secular demand growth for its offshore niche markets; improved 2006 earnings prospects for all of its oilfield activities, particularly ROVs, Subsea Products, and Subsea Projects; improved outlook for the balance of this year; expectation of achieving the estimated record EPS range in 2006; and forecasted second quarter 2006 EPS range. 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. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: industry conditions; prices of crude oil and natural gas; Oceaneering’s ability to obtain and the timing of new projects; and changes in competitive factors. 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. These and other risks are more fully described in Oceaneering’s latest annual report on Form 10-K and its other periodic filings with the Securities and Exchange Commission.

Oceaneering is an advanced applied technology company that provides engineered services and hardware to Customers who operate in marine, space, and other harsh environments. Oceaneering’s services and products are marketed worldwide to oil and gas companies, government agencies, and firms in the aerospace, and marine engineering and construction industries.

For further information, please contact Jack Jurkoshek, Manager Investor Relations, Oceaneering International, Inc., 11911 FM 529, Houston, Texas 77041; Telephone 713-329-4670; Fax 713-329-4653; www.oceaneering.com. A live webcast of the Company’s earnings release conference call, scheduled for May 5, 2006 at 10:00 a.m. central time, can be heard at www.companyboardroom.com (enter ticker OII).

PR 946

- Tables follow on next page -

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	Mar. 31, 2006		Dec. 31, 2005
	(in thousands)
ASSETS
Current Assets (including cash and cash equivalents of $39,386 and $26,308)	$	434,587	$	394,233
Net Property and Equipment		437,162		409,201
Other Assets		190,217		186,134
TOTAL ASSETS	$	1,061,966	$	989,568
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	$	252,724	$	222,667
Long-term Debt		180,000		174,000
Other Long-term Liabilities		60,747		56,783
Shareholders’ Equity		568,495		536,118
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,061,966	$	989,568

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	For the Three Months Ended
	Mar. 31,			Mar. 31,			Dec. 31,
	2006			2005			2005
	(in thousands, except per share amounts)
Revenue	$	289,509		$	210,737		$	288,725
Cost of Services and Products		229,192			177,534			232,549
Gross Margin		60,317			33,203			56,176
Selling, General and Administrative Expense		22,353			18,710			25,595
Income from Operations		37,964			14,493			30,581
Interest Income		68			61			170
Interest Expense		(2,791	)		(2,194	)		(3,032	)
Equity Earnings of Unconsolidated Affiliates, net		4,354			4,092			533
Other Income (Expense), net		5			(30	)		(437	)
Income before Income Taxes		39,600			16,422			27,815
Provision for Income Taxes		14,098			5,830			8,114
Net Income	$	25,502		$	10,592		$	19,701
Diluted Earnings per Share	$	0.93		$	0.40		$	0.72
Weighted Average Number of Common Shares and Equivalents		27,388			26,510			27,282

The above Condensed Consolidated Balance Sheets and Consolidated Statements of Income should be read in conjunction with the Company’s latest
Annual Report, Quarterly Report on Form 10-Q and Annual Report on Form 10-K.

SEGMENT INFORMATION

		For the Three Months Ended
		Mar. 31,			Mar. 31,			Dec. 31,
		2006			2005			2005
		($ in thousands)
Remotely Operated Vehicles	Revenue	$	88,947		$	67,616		$	86,206
	Gross margin	$	26,584		$	16,715		$	18,715
	Gross margin %		30	%		25	%		22	%
	Operating income	$	22,205		$	13,081		$	14,319
	Days available		15,855			14,972			16,263
	Utilization		85	%		77	%		85	%
Subsea Products	Revenue	$	84,518		$	40,678		$	83,893
	Gross margin	$	18,790		$	2,559		$	18,245
	Gross margin %		22	%		6	%		22	%
	Operating income	$	12,561		$	(2,143	)	$	11,636
	Backlog	$	222,000		$	91,000		$	196,000
Subsea Projects	Revenue	$	41,120		$	24,478		$	43,663
	Gross margin	$	13,330		$	4,950		$	13,612
	Gross margin %		32	%		20	%		31	%
	Operating income	$	11,938		$	3,806		$	12,275
Mobile Offshore Production Systems	Revenue	$	13,332		$	11,363		$	13,083
	Gross margin	$	4,202		$	4,348		$	5,100
	Gross margin %		32	%		38	%		39	%
	Operating income	$	3,984		$	3,929		$	4,780
Inspection	Revenue	$	33,423		$	36,932		$	34,490
	Gross margin	$	5,361		$	4,436		$	4,077
	Gross margin %		16	%		12	%		12	%
	Operating income	$	2,189		$	1,234		$	234
Advanced Technologies	Revenue	$	28,169		$	29,670		$	27,390
	Gross margin	$	3,539		$	5,914		$	3,727
	Gross margin %		13	%		20	%		14	%
	Operating income	$	1,611		$	3,976		$	1,431
Unallocated Expenses	Gross margin	$	(11,489	)	$	(5,719	)	$	(7,300	)
	Operating income	$	(16,524	)	$	(9,390	)	$	(14,094	)
TOTAL	Revenue	$	289,509		$	210,737		$	288,725
	Gross margin	$	60,317		$	33,203		$	56,176
	Gross margin %		21	%		16	%		19	%
	Operating income	$	37,964		$	14,493		$	30,581
SELECTED CASH FLOW INFORMATION
Capital expenditures, including acquisitions		$	46,204		$	20,034		$	37,394
Depreciation and amortization		$	19,595		$	18,229		$	24,740