10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

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  Ö    , No       

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  Ö    , No       

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  Ö   Accelerated filer           Non-accelerated filer           Smaller reporting company          

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes        , No  Ö

The number of shares of the registrant’s common stock outstanding as of April 29, 2011 was 54,266,585.

Page 1

Oceaneering International, Inc.

Form 10-Q

Table of Contents

Part I	Financial Information
Item 1.	Financial Statements.
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
Item 4.	Controls and Procedures.
Part II	Other Information
Item 1.	Legal Proceedings.
Item 1A.	Risk Factors.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
Item 6.	Exhibits.
Signatures
Index to Exhibits

Page 2

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	Mar. 31, 2011		Dec. 31, 2010
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	186,861	$	245,219
Accounts receivable, net of allowances for doubtful accounts of $5,938 and $5,655		455,963		424,014
Inventory		238,332		236,517
Other current assets		75,559		77,752
Total Current Assets		956,715		983,502
Property and equipment, at cost		1,712,805		1,631,109
Less accumulated depreciation		876,966		844,736
Net Property and Equipment		835,839		786,373
Other Assets:
Goodwill		178,679		143,234
Investment in Medusa Spar LLC		50,770		51,820
Other		71,587		65,577
Total Other Assets		301,036		260,631
TOTAL ASSETS	$	2,093,590	$	2,030,506
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	100,713	$	85,572
Accrued liabilities		294,518		314,410
Income taxes payable		34,470		39,874
Total Current Liabilities		429,701		439,856
Long-term Debt		-		-
Other Long-term Liabilities		208,144		200,435
Commitments and Contingencies
Shareholders’ Equity		1,455,745		1,390,215
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,093,590	$	2,030,506

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Page 3

OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(in thousands, except per share amounts)

	For the Three Months  Ended March 31,
	2011			2010
Revenue	$	470,420		$	435,170
Cost of services and products		371,619			335,465
Gross Profit		98,801			99,705
Selling, general and administrative expense		37,734			37,376
Income from Operations		61,067			62,329
Interest income		167			103
Interest expense		(147	)		(1,641	)
Equity earnings of unconsolidated affiliates		470			565
Other income (expense), net		(141	)		(982	)
Income before Income Taxes		61,416			60,374
Provision for income taxes		19,346			21,131
Net Income	$	42,070		$	39,243
Basic Earnings per Share	$	0.78		$	0.71
Diluted Earnings per Share	$	0.77		$	0.71

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Page 4

OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	For the Three Months  Ended March 31,
	2011			2010
Cash Flows from Operating Activities:
Net income	$	42,070		$	39,243
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		35,437			39,033
Deferred income tax provision		4,299			2,340
Loss (gain) on dispositions of property and equipment		(1,100	)		74
Noncash compensation		2,810			2,074
Distributions from Medusa Spar LLC greater than earnings		1,050			1,799
Excluding the effects of acquisitions, increase (decrease) in cash from:
Accounts receivable		(18,253	)		(3,795	)
Inventory and other current assets		4,162			1,571
Other assets		(1,355	)		(759	)
Currency translation effect on working capital		2,248			(1,221	)
Current liabilities		(25,690	)		11,530
Other long-term liabilities		3,207			324
Total adjustments to net income		6,815			52,970
Net Cash Provided by Operating Activities		48,885			92,213
Cash Flows from Investing Activities:
Purchases of property and equipment		(53,859	)		(36,199	)
Business acquisitions, net of cash acquired		(55,633	)		-
Dispositions of property and equipment		1,994			16
Net Cash Used in Investing Activities		(107,498	)		(36,183	)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock		-			693
Excess tax benefits from stock-based compensation		255			965
Net Cash Provided by Financing Activities		255			1,658
Net Increase (Decrease) in Cash and Cash Equivalents		(58,358	)		57,688
Cash and Cash Equivalents — Beginning of Period		245,219			162,351
Cash and Cash Equivalents — End of Period	$	186,861		$	220,039

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Page 5

OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Summary of Major Accounting Policies

Basis of Presentation. We have prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the Securities and Exchange Commission. These financial statements do not include all information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. These financial statements reflect all adjustments that we believe are necessary to present fairly our financial position at March 31, 2011 and our results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, all such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2010. The results for interim periods are not necessarily indicative of annual results.

Based on changes in the economic facts and circumstances of our operations in Brazil, we have changed the functional currency of our Brazilian subsidiary from the U.S. dollar to the Brazilian real effective January 1, 2011. This change had no material effect on our financial statements.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

During the quarter ended March 31, 2010, we recorded an impairment charge of $5.2 million to reduce the carrying value of our vessel held for sale, The Performer, to its fair value, less estimated costs to sell. This charge is reflected within the cost of services and products of our Subsea Projects segment. The Performer completed its contract in Angola during the first quarter of 2010. At March 31, 2010, we estimated the fair value based on preliminary offers presented to us to purchase the vessel by market participants, which we believed were Level 3 inputs. In July 2010, we sold the vessel for approximately its reduced carrying value.

Business Acquisition. On March 31, 2011, we purchased, for $56 million, Norse Cutting & Abandonment AS (“NCA”), a Norwegian oilfield technology company that specializes in providing subsea tooling services used in the plugging, abandonment and decommissioning of offshore oil and gas production platforms and subsea wellheads. In addition, NCA performs specialized maintenance and repair services on production platforms in the North Sea. NCA’s business is split approximately evenly between the North Sea and the U.S. Gulf of Mexico. We have accounted for this acquisition by allocating the purchase price to the net assets acquired based on their estimated fair values at the date of acquisition. This purchase price allocation is preliminary and based on information currently available to us, and is subject to change when we obtain final asset and liability valuations. This acquisition is not material. As a result, we have not included historical pro forma information.

Subsequent Events. We evaluated events and transactions through the issuance of these financial statements for possible recognition or disclosure.

New Accounting Standards. In October 2009, the FASB issued a release regarding accounting for revenue involving multiple-deliverable arrangements that will, in certain circumstances, require sellers to account for more products or services (“deliverables”) separately rather than as a combined unit.

This release establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. The release also replaces the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant.

Page 6

The release eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionally to each deliverable on the basis of each deliverable’s selling price.

The release requires that a seller determine its best estimated selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a stand-alone basis. The release does not prescribe any specific methods that sellers must use to accomplish this objective, but provides guidance.

For us, the release was effective prospectively for revenue arrangements entered into or materially modified on or after January 1, 2011. The provisions of the release have not had a material effect on our financial position or results of operations.

2. Investment in Medusa Spar LLC

We own a 50% equity interest in Medusa Spar LLC. Medusa Spar LLC owns a 75% interest in a production spar platform in the U.S. Gulf of Mexico. Medusa Spar LLC’s revenue is derived from processing oil and gas production for a fee based on the volumes processed through the platform. Medusa Spar LLC financed its acquisition of its 75% interest in the production spar platform using approximately 50% debt and 50% equity from its equity holders. The debt was repaid in 2008. We believe our maximum exposure to loss from our investment in Medusa Spar LLC is our investment. Medusa Spar LLC is a variable interest entity. We are not the primary beneficiary of Medusa Spar LLC because we own 50% of its equity and we do not manage the operations of the asset it owns. As we are not the primary beneficiary, we are accounting for our investment in Medusa Spar LLC under the equity method of accounting. Equity earnings from Medusa Spar LLC reflected in our financial statements are after amortization of our initial acquisition costs.

The following are condensed 100% statements of income of Medusa Spar LLC:

	For the Three Months  Ended March 31,
	2011			2010
	(in thousands)
Medusa Spar LLC
Condensed Statements of Income
Revenue	$	3,354		$	3,545
Depreciation		(2,369	)		(2,369	)
General and administrative		(18	)		(18	)
Net Income	$	967		$	1,158
Equity Earnings reflected in our financial statements	$	470		$	565

3. Inventory

Our inventory consisted of the following:

	Mar. 31, 2011		Dec. 31, 2010
	(in thousands)
Inventory for remotely operated vehicles	$	118,796	$	119,106
Other inventory, primarily raw materials		119,536		117,411
Total	$	238,332	$	236,517

We state our inventory at the lower of cost or market. We determine cost using the weighted-average method.

Page 7

4. Debt

We had no long-term debt at March 31, 2011 and December 31, 2010.

We capitalized no interest in the three-month periods ended March 31, 2011 and March 31, 2010.

5. Commitments and Contingencies

Litigation. Various actions and claims are pending against us, most of which are covered by insurance. Although we cannot predict the ultimate outcome of these matters, we believe the ultimate liability, if any, that may result from these actions and claims will not materially affect our results of operations, cash flow or financial position.

Financial Instruments and Risk Concentration. In the normal course of business, we manage risks associated with foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions. As a matter of policy, we do not use derivative instruments unless we have an underlying exposure.

We had an interest rate hedge in place on $100 million of floating rate debt under our revolving credit facility for the period August 2009 to August 2011, designated as a cash flow hedge. We terminated this hedge in May 2010.

Other financial instruments that potentially subject us to concentrations of credit risk are principally cash and cash equivalents and accounts receivable. The carrying values of cash and cash equivalents and bank borrowings approximate their fair values due to the short maturity of those instruments or the short-term duration of the associated interest rate periods. Accounts receivable are generated from a broad group of customers, primarily from within the energy industry, which is our major source of revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market value.

One customer in Angola owed us $51 million at March 31, 2011, all of which is overdue. At December 31, 2010, this customer owed us $56 million and we collected $5 million from this customer during the quarter ended March 31, 2011. We completed the work on the contracts related to this receivable in the first quarter of 2010. Based on our past history with this customer, we believe this receivable will ultimately be collected.

6. Shareholders’ Equity, Earnings per Share and Stock-Based Compensation

Shareholders’ Equity

Our shareholders’ equity consisted of the following:

	Mar. 31, 2011			Dec. 31, 2010
	(in thousands)
Common Stock, par value $0.25;
180,000,000 shares authorized; 55,417,044 shares issued	$	13,854		$	13,854
Additional paid-in capital		202,125			207,132
Treasury Stock, 1,150,459 and 1,301,662 shares, at cost		(54,254	)		(61,385	)
Retained earnings		1,281,644			1,239,574
Accumulated other comprehensive income (loss)		12,376			(8,960	)
Total	$	1,455,745		$	1,390,215

During the three-month period ended March 31, 2011, we reissued 151,203 shares of treasury stock to satisfy obligations under our stock-based compensation plans.

Page 8

Comprehensive income is the total of net income and all nonowner changes in equity. The amounts of comprehensive income for the periods indicated are as follows:

	For the Three Months  Ended March 31,
	2011		2010
	(in thousands)
Net income per consolidated statements of income	$	42,070	$	39,243
Foreign currency translation gains (losses), net		21,336		(9,537	)
Change in fair value of hedges, net of tax		-		47
Total	$	63,406	$	29,753

Amounts comprising the elements of other comprehensive income in Shareholders’ Equity are as follows:

	Mar. 31, 2011			Dec. 31, 2010
	(in thousands)
Accumulated net foreign currency translation adjustment	$	16,073		$	(5,263	)
Pension liability adjustment, net of tax		(3,697	)		(3,697	)
Total	$	12,376		$	(8,960	)

Earnings per Share

The following table presents our earnings per share calculations:

	For the Three Months  Ended March 31,
	2011		2010
	(in thousands, except per share data)
Basic earnings per share:
Net income per consolidated statements of income	$	42,070	$	39,243
Income allocable to participating securities		-		(182	)
Earnings allocable to common shareholders	$	42,070	$	39,061
Basic shares outstanding		54,178		55,013
Basic earnings per share	$	0.78	$	0.71
Diluted earnings per share:
Net income per consolidated statements of income	$	42,070	$	39,243
Income allocable to participating securities		-		(182	)
Earnings allocable to diluted common shareholders	$	42,070	$	39,061
Diluted shares outstanding		54,501		55,224
Diluted earnings per share	$	0.77	$	0.71

Page 9

Stock-Based Compensation

Stock Options. At March 31, 2011, we had no outstanding stock options, and we had no future stock-based compensation expense to be recognized pursuant to stock option grants.

Restricted Stock Plan Information. In 2011 and 2010, we granted restricted units of our common stock to certain of our key executives, key employees and Chairman of the Board. We also granted shares of restricted stock to our other non-employee directors. The restricted units granted to our key executives and key employees generally vest in full on the third anniversary of the award date, conditional on continued employment. The restricted unit grants, including those granted to our Chairman, can vest pro rata over three years, provided the individual meets certain age and years-of-service requirements. The grants to our other non-employee directors vest in full on the first anniversary of the award date, conditional upon continued service as a director.

For each of the restricted stock units granted in 2009 through 2011, at the earlier of three years after grant or at termination of employment or service, the grantee will be issued a share of our common stock for each common stock unit vested. As of March 31, 2011 and December 31, 2010, totals of 555,050 and 522,075 shares of restricted stock or restricted stock units were outstanding. Each grantee of shares of restricted stock is deemed to be the record owner of those shares during the restriction period, with the right to vote and receive any dividends on those shares. The restricted stock units outstanding have no voting or dividend rights.

We estimate that stock-based compensation cost not yet recognized related to shares of restricted stock or restricted stock units, based on their grant-date fair values, was $22.3 million at March 31, 2011. This expense is being recognized on a staged-vesting basis over three years for awards attributable to individuals meeting certain age and years-of-service requirements, and on a straight-line basis over the applicable vesting period of one or three years for the other awards.

7. Income Taxes

During interim periods, we provide for income taxes based on our current estimated annual effective tax rate using assumptions as to (1) earnings and other factors that would affect the tax provision for the remainder of the year and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. The primary difference between our current 2011 estimated effective tax rate of 31.5% and the federal statutory tax rate of 35% reflects our intent to indefinitely reinvest in international operations; therefore, we are no longer providing for U.S. taxes on certain of our foreign earnings.

The financial statement recognition of the benefit for a tax position depends on the benefit being more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. We account for any applicable interest and penalties on uncertain tax positions as a component of our provision for income taxes in our financial statements. There were no significant changes in the three-month periods ended March 31, 2011 and 2010, respectively, for penalties and interest taken in our financial statements relating to uncertain tax positions. Our total liabilities for penalties and interest on uncertain tax positions were $4.0 million on our balance sheets at March 31, 2011 and December 31, 2010. Including penalties and interest, we have accrued a net total of $5.6 million in the caption “other long-term liabilities” on our balance sheets at March 31, 2011 and December 31, 2010 for unrecognized tax benefits. All additions or reductions to those liabilities affect our effective income tax rate in the periods of change.

We do not believe that the total of our unrecognized tax benefits will significantly increase or decrease in the next 12 months.

We conduct our operations in a number of locations that have varying laws and regulations with regard to income and other taxes, some of which are subject to interpretation. Our tax returns are subject to audit by taxing authorities in multiple jurisdictions. These audits often take years to complete and settle. Since December 31, 2010, the changes to the earliest tax years open to examination by tax authorities where we have significant operations are: Angola — to 2006 from 2005 and Nigeria — to 2005 from 2004. Our management believes that adequate provisions have been made for all taxes that ultimately will be payable, although final determinations of tax liabilities may differ from our estimates.

Page 10

8. Business Segment Information

We are 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 our applied technology expertise, we also serve the defense and aerospace industries. Our Oil and Gas business consists of four business segments: Remotely Operated Vehicles (“ROVs”); Subsea Products; Subsea Projects; and Inspection. Our Advanced Technologies business is a separate segment that provides project management, engineering services, products and equipment for applications outside the oil and gas industry. Unallocated Expenses are those not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses.

There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from those used in our consolidated financial statements for the year ended December 31, 2010.

The following summarizes certain financial data by business segment:

	For the Three Months Ended
	March 31, 2011			March 31, 2010			Dec. 31, 2010
				(in thousands)
Revenue
Oil and Gas
ROVs	$	164,328		$	158,947		$	171,754
Subsea Products		157,318			111,403			152,747
Subsea Projects		37,569			57,824			62,949
Inspection		58,350			50,506			57,420
Total Oil and Gas		417,565			378,680			444,870
Advanced Technologies		52,855			56,490			56,428
Total	$	470,420		$	435,170		$	501,298
Gross Profit
Oil and Gas
ROVs	$	55,408		$	61,763		$	60,466
Subsea Products		41,787			28,285			45,812
Subsea Projects		5,331			9,315			14,882
Inspection		9,397			8,745			10,086
Total Oil and Gas		111,923			108,108			131,246
Advanced Technologies		6,313			7,902			6,438
Unallocated Expenses		(19,435	)		(16,305	)		(20,191	)
Total	$	98,801		$	99,705		$	117,493
Income from Operations
Oil and Gas
ROVs	$	47,406		$	53,736		$	48,938
Subsea Products		27,683			15,655			31,787
Subsea Projects		3,036			7,058			12,438
Inspection		5,880			4,720			5,796
Total Oil and Gas		84,005			81,169			98,959
Advanced Technologies		2,517			4,264			2,470
Unallocated Expenses		(25,455	)		(23,104	)		(27,687	)
Total	$	61,067		$	62,329		$	73,742

We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf of Mexico in our Subsea Projects segment, which is usually more active from April through October, as compared to the rest

Page 11

of the year. The European operations of our Inspection segment are also seasonally more active in the second and third quarters. Revenue in our ROV segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our ROV seasonality depends on the number of ROVs we have engaged in construction support, which is more seasonal than drilling support. Revenue in each of our Subsea Products and Advanced Technologies segments has generally not been seasonal.

During the three months ended March 31, 2011, we made $109 million of capital expenditures, of which $64 million was invested our Subsea Products segment and $30 million was invested our ROV segment. The amount in our Subsea Products segment included $56 million for a business acquisition.

Page 12

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain forward-looking statements we make in this quarterly report on Form 10-Q, including, without limitation, statements regarding our expectations about:

• second quarter of 2011 and full year of 2011 operating results and earnings per share, and the contributions from our segments to those results;

• the level of services and products we anticipate;

• the adverse impact on our operating margins and earnings for the remainder of 2011 as a result of the U.S. Department of Interior Drilling Moratorium and subsequent regulatory developments and delay in issuing drilling permits in the U.S. Gulf of Mexico;

• cash flows and segment results;

• our plans for future operations (including planned additions to our remotely operated vehicle (“ROV”) fleet and other capital expenditures);

• the adequacy of our liquidity and capital resources;

• our plans to renew or replace our revolving credit facility in 2011;

• our anticipated tax rates;

• seasonality; 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 have referred to under the heading “Risk Factors” in this report and under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in Part I of our annual report on Form 10-K for the year ended December 31, 2010. 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.

The following discussion should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our annual report on Form 10-K for the year ended December 31, 2010.

Executive Overview

We are raising our 2011 diluted earnings per share estimate from the range of $3.45 to $3.75 to the range of $3.65 to $3.90 to account for a lower estimated tax rate, our first quarter results and revised outlooks for our Subsea Products and Subsea Projects segments. This compares to our 2010 diluted earnings per share of $3.65. We have lowered our estimated effective tax rate from 34.3% in 2010 to 31.5% in 2011. We now believe our Subsea Products operating income will be higher in 2011 than it was in 2010, as we anticipate increased tooling and installation, workover and control systems (“IWOCS”) service sales. Additionally, we believe that our Subsea Projects segment will have lower operating income than we had previously projected, as it appears that market demand in the U.S. Gulf of Mexico to perform installation projects and inspection, maintenance and repair work will be lower in 2011 than we had anticipated. The actual level of 2011 demand will be a major factor that will influence our 2011 results. We are not revising our outlook for ROVs as we anticipate stronger international demand will offset a weaker construction market in the U.S. Gulf of Mexico. We forecast second quarter 2011 diluted earnings per share of $.90 to $1.00, with increases in operating income from all of our oilfield business segments over the first quarter of 2011.

We generate approximately 90% of our revenue and substantially all of our operating income before Unallocated Expenses from our services and products provided to the oil and gas industry, particularly in the deepwater sector of the offshore market. Consequently, the level of our customers’ capital spending on deepwater exploration and development has a significant impact on the demand for many of our services and products. Looking forward, we face uncertainties in the level of this spending and the timing of projects. These uncertainties have been exacerbated by the Deepwater Horizon drilling rig tragedy at the Macondo well in the U.S. Gulf of Mexico in April 2010, the resulting environmental impacts, and the effects of the U.S. Department of the Interior drilling

Page 13

moratorium that had been imposed in response to the incident and the new environmental and safety regulations established by the U.S. government. The moratorium, which was lifted in October 2010, and the subsequent regulatory developments and delay in issuing drilling permits began to have an unfavorable effect on our U.S. Gulf of Mexico ROV operations in June 2010 and are expected to continue to have an adverse impact on our earnings during the second quarter of 2011 and the rest of the year. Deepwater well permitting in the U.S. Gulf of Mexico has resumed, with eight drilling permits issued by March 31, 2011 and three more in April 2011. We estimate that 20 to 25 deepwater rigs will be working in the U.S. Gulf of Mexico by the end of 2011. This compares to 14 at April 30, 2011, seven at December 31, 2010 and 30 at March 31, 2010.

Critical Accounting Policies and Estimates

For information about our Critical Accounting Policies and Estimates, please refer to the discussion in our annual report on Form 10-K for the year ended December 31, 2010 under the heading “Critical Accounting Policies and Estimates” in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation.

New Accounting Standards

For a discussion of new accounting standards applicable to us, see the discussion in Note 1 to the Consolidated Financial Statements contained in Item 1 of this quarterly report on Form 10-Q.

Liquidity and Capital Resources

We consider our liquidity and capital resources adequate to support our existing operations and capital commitments. At March 31, 2011, we had working capital of $527 million, including $187 million of cash and cash equivalents. Additionally, we had $300 million of borrowing capacity available under our revolving credit facility.

Our capital expenditures were $109 million during the first three months of 2011, as compared to $36 million during the corresponding period of last year. We added four new ROVs to our fleet during the three months ended March 31, 2011 and retired four, resulting in a total of 260 ROVs. We plan to add 11 to 16 more new ROVs during the rest of 2011, and most of these are in the process of being built or installed. Our capital expenditures in the three months ended March 31, 2011 included $56 million for the acquisition of Norse Cutting & Abandonment AS (“NCA”), a Norwegian oilfield technology company, and $30 million in our ROV segment. NCA specializes in providing subsea tooling services used in the plugging, abandonment and decommissioning of offshore production platforms and subsea wellheads in the North Sea and the U.S. Gulf of Mexico. In addition, NCA performs specialized maintenance and repair services on production platforms in the North Sea. NCA is part of our Subsea Products segment. We estimate our capital expenditures for 2011 will be in the range of $220 million to $250 million, with $100 million for upgrading and adding vehicles to our ROV fleet, $56 million for the NCA acquisition, and $40 million in Subsea Projects, including the completion of the Ocean Patriot renovation and the addition of a third saturation diving system.

We have chartered a deepwater vessel, the Ocean Intervention III, for a term that now extends to May 2012, with annual extension options for up to four additional years. We have also chartered an additional deepwater vessel, the Olympic Intervention IV, for an initial five-year term ending in July 2013, with one two-year and three one-year extension options. We have outfitted each of these deepwater vessels with two of our high specification work-class ROVs, and we use these vessels to perform subsea hardware installation and inspection, repair and maintenance projects in the ultra-deep waters of the U.S. Gulf of Mexico.

We had no material contractual commitments for capital expenditures at March 31, 2011. We believe our cash provided from operating activities will exceed our capital expenditures in 2011.

At March 31, 2011, we had no long-term debt outstanding and an available $300 million revolving credit facility, which is scheduled to expire in January 2012. The revolving credit facility has short-term interest rates that float with market rates, plus applicable spreads. We plan to renew or replace our revolving credit agreement in 2011.

Our principal source of cash from operating activities is our net income, adjusted for the non-cash expenses of depreciation and amortization, deferred income taxes and noncash compensation under our restricted stock plans. Our $49 million and $92 million of cash provided from operating activities in the three-month periods ended March 31, 2011 and 2010, respectively, were affected by cash increases/(decreases) of ($18 million) and ($4 million), respectively, from changes in accounts receivable and ($26 million) and $12 million, respectively, from changes in current liabilities.

Page 14

In the three-month period ended March 31, 2011, we generated $49 million in cash from operating activities and used $107 million of cash in investing activities. The cash used in investing activities was used for the capital expenditures, including the business acquisition, described above.

We have not guaranteed any debt not reflected on our consolidated balance sheet and do not have any off-balance sheet arrangements, as defined by SEC rules.

In February 2010, our Board of Directors approved a plan to repurchase up to 6 million shares of our common stock. The timing and amount of repurchases will be determined by our management. We expect that any shares repurchased under the plan will be held as treasury stock for future use. The plan does not obligate us to repurchase any particular number of shares. We repurchased a total of 1.1 million shares for $49.5 million during 2010, and we have made no additional repurchases during 2011.

Results of Operations

We operate in five business segments. The segments are contained within two businesses — services and products provided to the oil and gas industry (“Oil and Gas”) and all other services and products (“Advanced Technologies”). Our Unallocated Expenses are those not associated with a specific business segment.

Consolidated revenue and margin information is as follows:

	For the Three Months Ended
	March 31, 2011			March 31, 2010			Dec. 31, 2010
	(dollars in thousands)
Revenue	$	470,420		$	435,170		$	501,298
Gross profit		98,801			99,705			117,493
Gross margin		21	%		23	%		23	%
Operating income		61,067			62,329			73,742
Operating margin		13	%		14	%		15	%

We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf of Mexico in our Subsea Projects segment, which is usually more active from April through October, as compared to the rest of the year. The European operations of our Inspection segment are also seasonally more active in the second and third quarters. Revenue in our ROV segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our ROV seasonality depends on the number of ROVs we have engaged in construction support, which is more seasonal than drilling support. Revenue in each of our Subsea Products and Advanced Technologies segments has generally not been seasonal.

Page 15

Oil and Gas

The following table sets forth the revenues and margins for our Oil and Gas business segments for the periods indicated.

	For the Three Months Ended
	March 31, 2011			March 31, 2010			Dec. 31, 2010
	(dollars in thousands)
Remotely Operated Vehicles
Revenue	$	164,328		$	158,947		$	171,754
Gross profit		55,408			61,763			60,466
Gross margin		34	%		39	%		35	%
Operating income		47,406			53,736			48,938
Operating margin		29	%		34	%		28	%
Days available		23,274			22,398			23,517
Utilization %		71	%		75	%		73	%
Subsea Products
Revenue		157,318			111,403			152,747
Gross profit		41,787			28,285			45,812
Gross margin		27	%		25	%		30	%
Operating income		27,683			15,655			31,787
Operating margin		18	%		14	%		21	%
Backlog at the end of the period		382,000			338,000			384,000
Subsea Projects
Revenue		37,569			57,824			62,949
Gross profit		5,331			9,315			14,882
Gross margin		14	%		16	%		24	%
Operating income		3,036			7,058			12,438
Operating margin		8	%		12	%		20	%
Inspection
Revenue		58,350			50,506			57,420
Gross profit		9,397			8,745			10,086
Gross margin		16	%		17	%		18	%
Operating income		5,880			4,720			5,796
Operating margin		10	%		9	%		10	%
Total Oil and Gas
Revenue	$	417,565		$	378,680		$	444,870
Gross profit		111,923			108,108			131,246
Gross margin		27	%		29	%		30	%
Operating income		84,005			81,169			98,959
Operating margin		20	%		21	%		22	%

In general, our Oil and Gas business focuses on supplying services and products to the deepwater sector of the offshore market. We are the world’s largest provider of ROV services, and profit from this business segment typically constitutes more than half of our total operating income.

Our ROV segment revenue reflects the utilization percentages, fleet sizes and average pricing of the respective periods. Our operating income decreased in the quarter ended March 31, 2011 compared to the corresponding quarter of the prior year from lower utilization. Our ROV revenue and operating income decreased from the immediately preceding quarter from lower construction activity. We expect our full-year 2011 ROV operating income to be more than 2010, due to increases in fleet size and days on hire, with an increase in international demand and fewer days on hire in the U.S. Gulf of Mexico. We expect our operating margin to be slightly below

Page 16

our 2010 level due to the change in geographic mix. We expect to add a total of 15 to 20 new ROVs in 2011, including the four we added in the first quarter.

Our Subsea Products revenue and margins for the three months ended March 31, 2011 were higher than those of the corresponding period of the prior year. The improvements came from both our umbilical and specialty products, particularly our IWOCS operations. The IWOCS improvement was attributable to a large multi-well completion project in West Africa and an increase in activity in the U.S. Gulf of Mexico. Compared to the immediately preceding quarter, our operating income for the quarter ended March 31, 2011 declined on lower field development hardware sales. Our Subsea Products backlog was $382 million at March 31, 2011 compared to $384 million at December 31, 2010. We have raised our Subsea Products forecast for 2011, and now believe Subsea Products operating income will be higher in 2011 than what we reported for 2010, as we expect higher tooling and IWOCS sales than we previously had anticipated.

Our Subsea Projects operating income declined in the first quarter of 2011 compared to the corresponding period of the prior year and the immediately preceding quarter from lower demand for our shallow water diving and deepwater vessel services in the U.S. Gulf of Mexico. While we expect a seasonal increase in demand after the first quarter, our outlook for the rest of 2011 is for weaker demand and pricing for our deepwater vessel and diving services than we had previously forecast, resulting in even lower 2011 operating income. During the three months ended March 31, 2010, we recorded a $5.2 million impairment charge to adjust the carrying value of our vessel held for sale, The Performer, to its fair value less estimated costs to sell. The Performer completed its contract in Angola during the first quarter of 2010. After our attempts to market it for use internationally failed, and in light of the soft vessel market, the age of the vessel and the competition it was facing against newer and more capable vessels, we decided to sell the vessel, and completed the sale in July 2010 for approximately the vessel’s reduced carrying value.

Our Inspection revenue and operating income were higher in the three-month period ended March 31, 2011 compared to the corresponding period of the prior year due to increased international service sales. Inspection results were consistent with those of the immediately preceding period.

Advanced Technologies

Revenue and margin information was as follows:

	For the Three Months Ended
	March 31, 2011			March 31, 2010			Dec. 31, 2010
	(dollars in thousands)
Revenue	$	52,855		$	56,490		$	56,428
Gross profit		6,313			7,902			6,438
Gross margin		12	%		14	%		11	%
Operating income		2,517			4,264			2,470
Operating margin		5	%		8	%		4	%

Advanced Technologies operating income in the three-month period ended March 31, 2011 included an adjustment of $2 million for additional cost estimates on a contract for overhauling landing craft for the U.S. Navy.

Unallocated Expenses

Our Unallocated Expenses, i.e., those not associated with a specific business segment, within gross profit consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses. Our Unallocated Expenses within operating income consist of those expenses within gross profit plus general and administrative expenses related to corporate functions.

Page 17

The following table sets forth our Unallocated Expenses for the periods indicated.

	For the Three Months Ended
	March 31, 2011			March 31, 2010			Dec. 31, 2010
	(dollars in thousands)
Gross profit expenses	$	19,435		$	16,305		$	20,191
% of revenue		4	%		4	%		4	%
Operating income expenses		25,455			23,104			27,687
% of revenue		5	%		5	%		6	%

The decrease in the three-month period ended March 31, 2011 compared to the immediately preceding quarter was due to lower incentive compensation and administrative expenses.

Other

The following table sets forth our significant financial statement items below the income from operations line.

	For the Three Months Ended
	March 31, 2011			March 31, 2010			Dec. 31, 2010
	(in thousands)
Interest income	$	167		$	103		$	243
Interest expense		(147	)		(1,641	)		(374	)
Equity earnings of unconsolidated affiliates		470			565			361
Other income (expense), net		(141	)		(982	)		(1,171	)
Provision for income taxes		19,346			21,131			25,007

Interest expense declined in the first quarter of 2011 compared to the first quarter of 2010, as we had no debt during 2011. Interest expense includes fees for lender commitments under our revolving credit agreement and fees for standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements.

Our equity earnings of unconsolidated affiliates consists of earnings from our 50% equity interest in Medusa Spar LLC, which owns a 75% interest in the Medusa Spar production platform in the U.S. Gulf of Mexico. Medusa Spar LLC earns revenue on a tariff basis on oil and gas production throughput processed by the platform from the Medusa field and other surrounding areas.

Other income (expense), net consisted principally of foreign currency transaction losses for all three periods presented.

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 provision for the remainder of the year and to the operations of foreign branches and subsidiaries that were subject to local income and withholding taxes. We anticipate our effective tax rate for 2011 will be 31.5%. The primary difference between our current 2011 estimated effective tax rate of 31.5% and the federal statutory tax rate of 35% reflects our intent to indefinitely reinvest in international operations; therefore, we are no longer providing for U.S. taxes on certain of our foreign earnings.

Page 18

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We are currently exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. We do not believe these risks are material. We have not entered into any market risk sensitive instruments for speculative or trading purposes. We currently have no outstanding hedges or similar instruments. We currently have no long-term debt. We typically manage our exposure to interest rate changes through the use of a combination of fixed- and floating-rate debt.

Because we operate in various oil and gas exploration and production regions in the world, we conduct a portion of our business in currencies other than the U.S. dollar. The functional currency for several of our international operations is the applicable local currency. A stronger U.S. dollar against the U.K. pound sterling and the Norwegian kroner would result in lower operating income. We manage our exposure to changes in foreign exchange rates principally through arranging compensation in U.S. dollars or freely convertible currency and, to the extent possible, by limiting compensation received in other currencies to amounts necessary to meet obligations denominated in those currencies. We use the exchange rates in effect as of the balance sheet date to translate assets and liabilities as to which the functional currency is the local currency, resulting in translation adjustments that we reflect as accumulated other comprehensive income or loss in the shareholders’ equity section of our Consolidated Balance Sheets. We recorded adjustments of $21.3 million and ($9.5 million) to our equity accounts in the three-month periods ended March 31, 2011 and 2010, respectively. Positive adjustments reflect the net impact of the weakening of the U.S. dollar against various foreign currencies for locations where the functional currency is the local currency. Conversely, negative adjustments reflect the effect of a strengthening dollar.

We recorded foreign currency transaction losses of $0.1 million and $0.8 million which are included in Other income (expense), net in our Consolidated Income Statements in the three-month periods ended March 31, 2011 and 2010, respectively. We are currently exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. We do not believe these risks are material. We have not entered into any market risk sensitive instruments for speculative or trading purposes. We manage our exposure to interest rate changes primarily through the use of a combination of fixed- and floating-rate debt. See Note 5 of Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2010 for a description of our long-term debt agreements, interest rates and maturities. We believe that significant interest rate changes would not have a material near-term impact on our future earnings or cash flows.

Other financial instruments that potentially subject us to concentrations of credit risk are principally cash and cash equivalents and accounts receivable. The carrying values of cash and cash equivalents and bank borrowings approximate their fair values due to the short maturity of those instruments or the short-term duration of the associated interest rate periods. Accounts receivable are generated from a broad group of customers, primarily from within the energy industry, which is our major source of revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market value.

One customer in Angola owed us $51 million at March 31, 2011, all of which is overdue. At December 31, 2010, this customer owed us $56 million and we collected $5 million from this customer during the quarter ended March 31, 2011. We completed the work on the contracts related to this receivable in the first quarter of 2010. Based on our past history with this customer, we believe this receivable ultimately will be collected.

Item 4. Controls and Procedures.

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a–15(e) and 15d–15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2011 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Page 19

There has been no change in our internal control over financial reporting that occurred during the three months ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

Various actions and claims are pending against us, most of which are covered by insurance. Although we cannot predict the ultimate outcome of these matters, we believe the ultimate liability, if any, that may result from these actions and claims will not materially affect our results of operations, cash flow or financial position.

Item 6.  Exhibits

		Registration   or File Number	Form or  Report	Report/Filing Date	Exhibit   Number
*       3.01	Restated Certificate of Incorporation	1-10945	10-K	Dec. 2000	3.01
*       3.02	Certificate of Amendment to Restated Certificate of Incorporation	1-10945	8-K	May 2008	3.1
*       3.03	Amended and Restated Bylaws	1-10945	8-K	Dec. 2007	3.1
10.01	Oceaneering International, Inc. 2011 Annual Cash Bonus Award Program
*     10.02	Form of 2011 Restricted Stock Unit Agreement	1-10945	8-K	Feb. 2011	10.1
*     10.03	Form of 2011 Performance Unit Agreement	1-10945	8-K	Feb. 2011	10.2
*     10.04	Form of 2011 Chairman Restricted Stock Unit Agreement	1-10945	8-K	Feb. 2011	10.3
*     10.05	Form of 2011 Chairman Performance Unit Agreement	1-10945	8-K	Feb. 2011	10.4
*     10.06	2011 Performance Award: Goals and Measures, relating to the form of 2011 Performance Unit Agreement and 2011 Chairman Performance Unit Agreement	1-10945	8-K	Feb. 2011	10.5
*     10.07	Form of 2011 Nonemployee Director Restricted Stock Agreement	1-10945	8-K	Feb. 2011	10.6
31.01	Rule 13a-14(a)/15d-14(a) Certification by T. Jay Collins, Chief Executive Officer
31.02	Rule 13a-14(a)/15d-14(a) Certification by Marvin J. Migura, Chief Financial Officer
32.01	Section 1350 Certification by T. Jay Collins, Chief Executive Officer
32.02	Section 1350 Certification by Marvin J. Migura, Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Indicates exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

Page 20

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)
May 5, 2011		By: /S/  T. JAY COLLINS
		T. Jay Collins
		President and Chief Executive Officer
May 5, 2011		By: /S/  MARVIN J. MIGURA
		Marvin J. Migura
		Senior Vice President and Chief Financial Officer
May 5, 2011		By: /S/  W. CARDON GERNER
		W. Cardon Gerner
		Vice President and Chief Accounting Officer

Page 21

Index to Exhibits

		Registration  or File Number	Form or  Report	Report/Filing  Date	Exhibit   Number
*       3.01	Restated Certificate of Incorporation	1-10945	10-K	Dec. 2000	3.01
*       3.02	Certificate of Amendment to Restated Certificate of Incorporation	1-10945	8-K	May 2008	3.1
*       3.03	Amended and Restated Bylaws	1-10945	8-K	Dec. 2007	3.1
10.01	Oceaneering International, Inc. 2011 Annual Cash Bonus Award Program
*     10.02	Form of 2011 Restricted Stock Unit Agreement	1-10945	8-K	Feb. 2011	10.1
*     10.03	Form of 2011 Performance Unit Agreement	1-10945	8-K	Feb. 2011	10.2
*     10.04	Form of 2011 Chairman Restricted Stock Unit Agreement	1-10945	8-K	Feb. 2011	10.3
*     10.05	Form of 2011 Chairman Performance Unit Agreement	1-10945	8-K	Feb. 2011	10.4
*     10.06	2011 Performance Award: Goals and Measures, relating to the form of 2011 Performance Unit Agreement and 2011 Chairman Performance Unit Agreement	1-10945	8-K	Feb. 2011	10.5
*     10.07	Form of 2011 Nonemployee Director Restricted Stock Agreement	1-10945	8-K	Feb. 2011	10.6
31.01	Rule 13a-14(a)/15d-14(a) Certification by T. Jay Collins, Chief Executive Officer
31.02	Rule 13a-14(a)/15d-14(a) Certification by Marvin J. Migura, Chief Financial Officer
32.01	Section 1350 Certification by T. Jay Collins, Chief Executive Officer
32.02	Section 1350 Certification by Marvin J. Migura, Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Indicates exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

Page 22

EX-10.01

Exhibit 10.01

OCEANEERING INTERNATIONAL, INC. 2011 ANNUAL CASH BONUS AWARD PROGRAM

On February 25, 2011, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Oceaneering International, Inc. (the “Company”) approved the 2011 Annual Cash Bonus Award Programs (a) for Executive Officers of the Company and (b) for all other participating employees, each under the 2010 Incentive Plan of the Company. In the case of Executive Officers, cash bonuses are based on the level of achievement of net income for the Company in 2011 (“Net Income”) as compared to planned results approved by the Compensation Committee (100% of award). In the case of all other participating employees: (a) with respect to corporate employee participants, cash bonuses are based upon level of achievement as compared to planned results of: (i) Net Income (80% of award) and (ii) Individual Goals (20% of award); (b) with respect to profit center executives, cash bonuses are based on the level of achievement as compared to planned results of: (i) Net Income (50% of award), and (ii) goals of the executive’s profit center (50% of award), which profit center percentage amount is comprised of the level of achievement as compared to planned results of the following: operating income of the profit center (70%), HSE goals (10%), objectives for the profit center (10%), and objectives for Continuous Quality Improvement (“CQI”) (10%); and (c) for all other participating employees, based upon the level of achievement as compared to planned results of: (i) Net Income (25% of award), (ii) goals of the participant’s profit center (60%, which is comprised of the same elements as for profit center executives), and (iii) Individual Goals (15%). The Compensation Committee has discretion to award a lower amount under the program than that amount which is otherwise determined under the terms of the program.

For each participant under each of these programs, the maximum cash award achievable is a percentage approved by the Compensation Committee of the participant’s annual base salary (in US Dollars) as of January 31, 2011. A participant must be employed by the Company or a subsidiary, or a member of the Board of Directors of the Company at the time the cash awards are approved for payment by the Compensation Committee to receive a cash award.

EX-31.01

Exhibit 31.01

CERTIFICATION

I, T. Jay Collins, Chief Executive Officer of Oceaneering International, Inc., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 5, 2011	/S/ T. JAY COLLINS
	T. Jay Collins
	Chief Executive Officer

EX-31.02

Exhibit 31.02

CERTIFICATION

I, Marvin J. Migura, Chief Financial Officer of Oceaneering International, Inc., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 5, 2011	/s/ MARVIN J. MIGURA
	Marvin J. Migura
	Chief Financial Officer

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Oceaneering International, Inc. (“Oceaneering”) on Form 10-Q for the quarter ended March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, T. Jay Collins, Chief Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Oceaneering.

Dated: May 5, 2011	/s/ T. JAY COLLINS
	T. Jay Collins
	Chief Executive Officer (Principal Executive Officer)

EX-32.02

Exhibit 32.02

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Oceaneering International, Inc. (“Oceaneering”) on Form 10-Q for the quarter ended March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marvin J. Migura, Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Oceaneering.

Dated: May 5, 2011	/s/ MARVIN J. MIGURA
	Marvin J. Migura
	Chief Financial Officer (Principal Financial Officer)