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 30, 2008

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10945	95-2628227
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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:

¨ 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 30, 2008, we issued a press release announcing our earnings for the second quarter and first half of 2008. 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 July 30, 2008

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: July 30, 2008

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Oceaneering International, Inc. on July 30, 2008.

EX-99.1

Exhibit 99.1

Oceaneering Announces Record Second Quarter Earnings

July 30, 2008 – Houston, Texas – Oceaneering International, Inc. (NYSE:OII) today reported record second quarter earnings for the period ended June 30, 2008. On revenue of $500 million, Oceaneering generated net income of $52.1 million, or $0.93 per share.

Oceaneering reported revenue of $432 million and net income of $47.9 million, or $0.86 per share, for the second quarter of 2007. For the first quarter of 2008, Oceaneering reported revenue of $436 million and net income of $41.3 million, or $0.74 per share.

Summary of Results

(in thousands, except per share amounts)

	Three months ended						Six months ended
	June 30,				March 31,		June 30,
	2008		2007		2008		2008		2007
Revenue	$	500,120	$	432,041	$	435,815	$	935,935	$	776,045
Gross Margin		118,290		106,010		98,666		216,956		185,612
Operating Income		81,465		76,298		64,770		146,235		129,834
Net Income		52,123		47,873		41,279		93,402		81,039
Diluted Earnings Per Share	$	0.93	$	0.86	$	0.74	$	1.67	$	1.46
Weighted Average Number of Diluted Shares		56,069		55,678		55,978		56,024		55,593

This quarter’s results include, in Mobile Offshore Production Systems (MOPS) gross margin, a $2.0 million gain on the sale of the production barge San Jacinto. Results for the second quarter of 2007 included $2.8 million of MOPS revenue and gross margin related to a contract termination settlement for the use of the San Jacinto.

Year-over-year, quarterly earnings increased due to growth in ROV, Subsea Products, and Inspection operating profits. Sequentially, quarterly earnings rose over 25% as all business segments achieved improved operating income results, led by Subsea Products and Subsea Projects.

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The use in this release of such terms as Oceaneering, company, group, organization, we, us, our and its,

or references to specific entities, is not intended to be a precise description of corporate relationships.

T. Jay Collins, President and Chief Executive Officer, stated, “Our record second quarter earnings, which were above the midpoint of our guidance range, reflect the healthy demand we are experiencing for our subsea services and products. We continue to expect we will achieve a fifth consecutive year of record earnings in 2008.

“Our ROV and Inspection businesses achieved record quarterly operating income. We attained all-time high average ROV revenue per day-on-hire. During the quarter we put five new ROVs into service to meet rising market demand and disposed of three vehicles. At the end of June we had 214 ROVs in our fleet. Inspection results were attributable to our ongoing efforts to improve pricing and provide more value-added services.

“Compared to the first quarter of this year, Subsea Products operating income improved over 20% on higher sales of Multiflex umbilicals and our specialty subsea products, particularly ROV tooling. We realized a lower Subsea Products operating income margin than we had anticipated due to higher development costs on BOP control systems and lower utilization of our IWOCS rental fleet. At quarter-end our backlog was $372 million, up from $353 million at March 31, 2008.

“Subsea Projects operating income sequentially increased by more than 55%. This was primarily due to a seasonal increase in demand for our shallow water diving and deepwater vessel project services.

“We are revising our earnings outlook for 2008. Our annual EPS guidance range is now $3.45 to $3.65, down from $3.50 to $3.80. During the second half of 2008, we expect to achieve operating income growth for ROVs and Subsea Products and results from Subsea Projects comparable to the first half of the year.

“Due to lower than anticipated backlog and higher manufacturing and development costs, we are lowering our Subsea Products annual operating income growth range to $15 million to $20 million, from $25 million to $35 million. It is now apparent our Subsea Products operating income improvement for the second half of 2008 will not be as robust as previously projected. We are raising our ROV annual operating income growth range to $35 million to $45 million, from $30 million to $40 million, in light of our second quarter performance and an improved outlook.

“For the third quarter of 2008 we are forecasting EPS of $0.90 to $1.00. We are anticipating sequential quarterly profit improvements from ROVs and Subsea Products and lower profit contributions from Subsea Projects and MOPS.

“Looking beyond 2008, we anticipate demand for our deepwater services and products will continue to rise and, consequently, believe our business prospects for the next several years are excellent.”

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 of achieving a fifth consecutive year of record earnings in 2008; forecasted 2008 EPS range; expectations that during the second half of 2008 ROV and Subsea Products operating income will grow and that Subsea Projects results will be comparable to the first half of the year; 2008 operating income growth ranges for Subsea Products and ROVs; forecasted third quarter 2008 EPS range; anticipation of achieving, in the third quarter of 2008, sequential quarterly profit improvements from ROVs and Subsea Products and lower profit contributions from Subsea Projects and MOPS; anticipation that demand beyond 2008 for its deepwater services and products will continue to rise from current levels; and belief that its business prospects for the next several years are excellent.

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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 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 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; Fax 713-329-4653; E-Mail investorrelations@oceaneering.com. A live webcast of the Company’s earnings release conference call, scheduled for Thursday, July 31, 2008 at 10:00 a.m. Central, can be heard at www.companyboardroom.com (enter ticker OII).

PR 1009

- Tables follow on next page -

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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2008		Dec. 31, 2007
	(in thousands)
ASSETS
Current Assets (including cash and cash equivalents of $28,829 and $27,110)	$	745,300	$	670,569
Net Property and Equipment		701,137		638,107
Other Assets		256,096		222,764
TOTAL ASSETS	$	1,702,533	$	1,531,440
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	$	362,804	$	338,975
Long-term Debt		226,500		200,000
Other Long-term Liabilities		90,776		77,155
Shareholders’ Equity		1,022,453		915,310
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,702,533	$	1,531,440

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	For the Three Months Ended									For the Six Months Ended
	June 30, 2008			June 30, 2007			March 31, 2008			June 30,
										2008			2007
	(in thousands, except per share amounts)
Revenue	$	500,120		$	432,041		$	435,815		$	935,935		$	776,045
Cost of Services and Products		381,830			326,031			337,149			718,979			590,433
Gross margin		118,290			106,010			98,666			216,956			185,612
Selling, General and Administrative Expense		36,825			29,712			33,896			70,721			55,778
Income from operations		81,465			76,298			64,770			146,235			129,834
Interest Income		77			137			131			208			252
Interest Expense, net		(3,503	)		(3,972	)		(3,309	)		(6,812	)		(7,102	)
Equity Earnings of Unconsolidated Affiliates		612			1,052			841			1,453			2,241
Other Income (Expense), net		1,537			(205	)		1,074			2,611			(173	)
Income before income taxes		80,188			73,310			63,507			143,695			125,052
Provision for Income Taxes		28,065			25,437			22,228			50,293			44,013
Net Income	$	52,123		$	47,873		$	41,279		$	93,402		$	81,039
Diluted Earnings per Share	$	0.93		$	0.86		$	0.74		$	1.67		$	1.46
Weighted average number of common shares and equivalents		56,069			55,678			55,978			56,024			55,593

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.

The use in this release of such terms as Oceaneering, company, group, organization, we, us, our and its,

or references to specific entities, is not intended to be a precise description of corporate relationships.

SEGMENT INFORMATION

	For the Three Months Ended									For the Six Months Ended
	June 30, 2008			June 30, 2007			March 31, 2008			June 30, 2008			June 30, 2007
	($ in thousands)
Remotely Operated Vehicles
Revenue	$	159,229		$	130,219		$	144,729		$	303,958		$	243,549
Gross margin	$	53,068		$	42,364		$	48,629		$	101,697		$	75,047
Operating income	$	45,338		$	36,675		$	41,497		$	86,835		$	64,168
Operating income %		28	%		28	%		29	%		29	%		26	%
Days available		19,114			18,038			19,232			38,346			35,047
Utilization		84	%		87	%		80	%		82	%		86	%
Subsea Products
Revenue	$	164,124		$	117,311		$	138,518		$	302,642		$	222,182
Gross margin	$	38,185		$	30,552		$	32,594		$	70,779		$	59,545
Operating income	$	25,432		$	20,973		$	20,717		$	46,149		$	41,597
Operating income %		15	%		18	%		15	%		15	%		19	%
Backlog	$	372,000		$	378,000		$	353,000		$	372,000		$	378,000
Subsea Projects
Revenue	$	58,790		$	68,575		$	47,614		$	106,404		$	101,675
Gross margin	$	20,906		$	25,524		$	14,040		$	34,946		$	41,097
Operating income	$	18,878		$	23,564		$	12,133		$	31,011		$	37,634
Operating income %		32	%		34	%		25	%		29	%		37	%
Inspection
Revenue	$	67,969		$	55,417		$	59,551		$	127,520		$	102,837
Gross margin	$	13,776		$	11,144		$	11,587		$	25,363		$	17,826
Operating income	$	9,337		$	7,516		$	7,537		$	16,874		$	10,997
Operating income %		14	%		14	%		13	%		13	%		11	%
Mobile Offshore Production Systems
Revenue	$	10,165		$	14,453		$	10,033		$	20,198		$	25,477
Gross margin	$	4,766		$	6,027		$	2,670		$	7,436		$	9,425
Operating income	$	4,341		$	5,640		$	2,254		$	6,595		$	8,706
Operating income %		43	%		39	%		22	%		33	%		34	%
Advanced Technologies
Revenue	$	39,843		$	46,066		$	35,370		$	75,213		$	80,325
Gross margin	$	6,430		$	7,245		$	4,934		$	11,364		$	13,120
Operating income	$	3,335		$	5,028		$	2,105		$	5,440		$	8,954
Operating income %		8	%		11	%		6	%		7	%		11	%
Unallocated Expenses
Gross margin	$	(18,841	)	$	(16,846	)	$	(15,788	)	$	(34,629	)	$	(30,448	)
Operating income	$	(25,196	)	$	(23,098	)	$	(21,473	)	$	(46,669	)	$	(42,222	)
TOTAL
Revenue	$	500,120		$	432,041		$	435,815		$	935,935		$	776,045
Gross margin	$	118,290		$	106,010		$	98,666		$	216,956		$	185,612
Operating income	$	81,465		$	76,298		$	64,770		$	146,235		$	129,834
Operating income %		16	%		18	%		15	%		16	%		17	%
SELECTED CASH FLOW INFORMATION
Capital expenditures, including acquisitions	$	58,210		$	60,795		$	87,824		$	146,034		$	111,513
Depreciation and amortization	$	27,541		$	22,386		$	26,499		$	54,040		$	44,133

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