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OII > SEC Filings for OII > Form 8-K on 10-Mar-2014All Recent SEC Filings




Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure.

On March 11, 2014, M. Kevin McEvoy, our President and Chief Executive Officer, will meet with investors at the Barclays Select Series 2014 in Houston, TX. Interested parties may view the handout for the investor meetings by using the Investor Relations link at Oceaneering's website,, beginning on March 10, 2014 at approximately 4:00 p.m. Central Daylight Savings Time. The handout includes a reconciliation of the non-GAAP term EBITDA used therein. The information furnished pursuant to this Item 7.01 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. Please note that certain information contained in the handouts and presentation are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 and are subject to the "Safe Harbor" provisions of those statutes. Forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "plan," "guidance," "forecast," "budget," "goal" or other words that convey the uncertainty of future events or outcomes. Among other items, the forward-looking statements in the handouts for the presentation and accompanying prepared statements include:
Our belief that Oceaneering International, Inc.:

? is leveraged to deepwater and subsea completion activities, which offer excellent secular growth prospects;

? is a market leader in providing ROV services and specialty subsea products;

? has a good project execution track record; and

? has excellent earnings, liquidity and cash flow;

Our belief that deepwater projects:

? generally take years to develop;

? involve largely oil prospects with high production flow rates;

? are primarily undertaken by well-capitalized customers; and

? investment is predicated on long-term commodity price assumptions;

         Our assertion that we are the world's largest provider of ROV services
          to the oil and gas industry, with a fleet 75% bigger than the
          second-largest service provider;

         Our expectation that we will add about 30 to 35 ROVs in 2014, and we
          will continue to retire older systems as they reach the end of their
          useful lives;

         Our assertion that we are the primary provider of ROV drill support
          services, as at the end of 2013 we had ROVs on 57% of the contracted
          floating rigs, 68% of the newer "high spec" rigs, and 80% of the "high
          spec" rigs other than those contracted to Petrobras in Brazil;

         Our expectation that our 2014 earnings per share will be in the range
          of $3.90 to $4.10:

         Our anticipation that in 2014 there will be continued global demand
          growth for our services and products to support deepwater drilling,
          field development, and inspection, maintenance and repair activities;

         Our anticipation that all of our oilfield operating segments will have
          higher operating income in 2014 compared to 2013, with:

?                  ROVs on greater worldwide service demand to support drilling
                   and vessel-based projects;

? Subsea Products on higher demand for each of our major product lines;

? Subsea Projects on growth in deepwater service activity; and

? Asset Integrity on increased demand for our services;

Our anticipated 2014 EBITDA of at least $850 million;

Our belief that our liquidity and projected cash flow provide us with ample resources to invest in our growth;

Our belief that deepwater:

? should continue to be of the best secular growth prospects in the industry; and

? drilling intensity, or rig time per deepwater well, is on the rise;

         Our belief that our five-year outlook is very good as we anticipate
          global demand growth for our services and products to support our
          customers' evolving and growing deepwater operations;

         Our belief that floating rig demand is the primary market indicator for
          deepwater subsea activities, as rig activity drives demand for ROVs in
          the exploration phase; and then drilling success drives demand for ROVs
          to support vessel-based activities and the subsea hardware that we

         Our projection through 2018 of floating rig demand based on forecasts
          from IHS Petrodata regarding future rig deliveries and 90% rig fleet

         Our assumption that with 96 floating drilling rigs currently on order
          which are expected to be delivered through 2018, that there could be
          growth of 85 rigs, or 30%, in floating rig use by the end of 2018;

         Our projection that, based on the above, plus the assumption that 10
          older rigs are retired each year, floating rig demand could grow by
          over 40 rigs, or 15%, by the end of 2018, and the average rig demand
          for the five-year period ending 2018 may grow by 28%, or 70 rigs,
          compared to the preceding five-year period ending 2013;

         Our belief that growth in drilling will drive demand for our ROV
          services and associated tooling we provide to support drilling
          operations, and growth in drilling has significant implications for
          future growth of deepwater field development activity and follow on
          life-of-field maintenance work, and that this activity progression
          should further increase demand for our ROVs on vessels, and our Subsea
          Products and Subsea Projects businesses;

         Our determination that the faster pace of ROV supply growth versus
          floating drilling rigs is attributable to an increased use of ROVs on
          vessels to install and service the growing subsea infrastructure;

         Our analysis that, if the recent trend of 2.9 ROVs per floating rig
          persists and, depending on actual floating rig demand through 2018,
          demand for ROVs to support vessel-based activities may eventually grow
          by 90 to 180 vehicles;

         Our belief there is an ample backlog of deepwater discoveries available
          to be developed;

Our belief that given:

? the projected need for future oil supply from deepwater;

? the level of offshore construction backlog;

? the backlog of deepwater discoveries; and

? the forecasted increase in deepwater spending,

an increase in deepwater field development and subsequent inspection, maintenance and repair activity over the next five years looks very promising, and should result in higher demand for our subsea products and ROVs to go on vessels;

         Our belief that the non-Brazilian market drives demand for most of the
          products we offer;

         Our belief that subsea tree installations outside of Brazil matter most
          to us, as these lead to connection hardware sales and demand for
          tooling and vessel-based ROV services;

         Our belief that the projected rise in tree installations and the
          growing level of subsea completions in service will act as catalysts
          for the further growth of our Subsea Products and Subsea Projects
          operations and profits;

Our belief that some deepwater projects over the next five years may continue to experience the same major issues they have in the past:

? cost overruns;

? production start-up delays; and

? technical challenges;

         Our belief that, notwithstanding the aforementioned issues, the sheer
          volume of work being considered will carry the day and there will
          likely be a meaningful uptick in deepwater activity over the next five

Our belief that we are well positioned to participate in this growth;

         Our belief we are leveraged to participate in the growth of deepwater
          and subsea completion activity;

         Our belief that we will have record earnings per share in 2014, and our
          five-year outlook appears very promising;

         Our belief that we have excellent earnings prospects and the financial
          resources to continue investing for growth and to fund our dividend and
          share repurchase programs;

         Our projected EBITDA low and high estimates for 2014 in the EBITDA
          Reconciliation to Net Income in the Supplemental Financial Information;

         Our expectation, stated in the Supplemental Market Information, to
          remain the dominant ROV provider on high-specification rig fleet
          outside of Petrobras in Brazil;

These forward-looking statements are based on our current information and expectations 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:

worldwide demand for oil and gas;

general economic and business conditions and industry trends;

delays in deliveries of deepwater drilling rigs;

delays in deepwater development activities;

the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain production levels;

the level of production by non-OPEC countries;

the ability of oil and gas companies to generate funds for capital expenditures;

domestic and foreign tax policy;

laws and governmental regulations that restrict exploration and development of oil and gas in various offshore jurisdictions;

technological changes;

the political environment of oil-producing regions;

the price and availability of alternative fuels; and

overall economic conditions.

Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. For additional information regarding these and other factors that could cause our actual results to differ materially from those expressed in our forward-looking statements, see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2013. Except as required by applicable law, we do not undertake any obligation to update or revise any of our forward-looking statements, whether as a result of new information, future events or otherwise.

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