Good morning my name is Christi and I will be your conference operator today. At this time, I would like to welcome everyone to 2009 Fourth Quarter Annual Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session. (Operator Instructions). Thank you. Mr. Jack Jurkoshek you may begin your conference.

Good morning everybody. I'd like to thank you for joining us on our fourth quarter and annual 2009 Earnings Conference Call. As usual our webcast to this event is being made available through the StreetEvents Network Services by Thomson Reuters. Joining me today are Jay Collins, our President and Chief Executive Officer, who will be leading the call and Marvin Migura, our Chief Financial Officer. Just as a reminder, remarks we make during the course of the call regarding our business strategy, plans for future operations and industry conditions are forward-looking statements being made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. And I'm now going to turn the call over to Jay.

Thank you, Jack. Good morning, and thanks for joining our call. It's a pleasure for me to be here with you today to talk about Oceaneering. Our 2009 earnings were the second highest in Oceaneering's history and EPS of $3.40 was only 4% below last year's record result. This was a remarkable accomplishment and particularly gratifying during a time of global economic recession, tight credit markets and decline in oil consumption. These conditions led to a reduction in oil industry exploration and production spending and we see substantially lower demand from many oil field services and products. However the deepwater market we serve was less vulnerable to these E&P spending cuts. Our performance in this environment was largely attributable to increased demand for ROV drill support services and the success of our efforts to control expenses which enabled us to maintain the operating income margin we realized in 2008. We achieved record ROV operating income performance for the sixth consecutive year. Our 2009 cash flow simply defined as net income plus depreciation and amortization of $311 million was less than 1% below our record high of $314 million for 2008. Compared to 2008, our 2009 performance declined as a result of lower operating income contributions from Subsea products, Subsea projects and inspection. Our EPS guidance range for 2010 of $3.25 to $3.55 is unchanged from our last conference call. This reflects our assessment that some deepwater construction projects will continue to be deferred until there is a meaningful recovery in hydrocarbon demand and I believe that deepwater drilling activity will keep growing in 2010 as rigs currently under construction are added to the worldwide fleet. The major determinant of the spread in our EPS guidance range is to the extent to which deepwater construction activity may or may not pick…

(Operator instructions). And your first question comes from line of Neil Dingmann.

Jay, I was wondering what degree are you seeing on the Subsea product side with umbilicals etcetera. You're still seeing some deferrals and how do see those playing out?

I think not too much has changed on that Neil. We're still seeing some deferrals. I will say that we've seen there is more bid activity in smaller jobs in the Gulf of Mexico. So the Gulf seems to be coming back a little bit. I say we see no real change in West Africa, North Sea, so far but we are hopeful.

And then my for my second question. I was wondering ROVs look like. I think net you had 21. Two questions around that. Just sort of retirements as you look in 2010 will it be nine or so or you (inaudible) about where you like and just the last part to that question, just sort pricing obviously as day rates and such go up for these entire jobs. Could we assume that a lot of the price increased ROVs will kind of mitigate and work along with that?

Well first let me deal with the number. We plan to build 15 to 20 systems for the year and we think retirements will be lower somewhere maybe in the 4 to 6 range although certainly effected by economic conditions and particular jobs. So that's on the numbers of unit. And on the revenue per day I think we would be happy with a flat world. I mean see a lot of pressure to reduce prices. You're right. Some new jobs coming in at higher prices. Hopefully that all offset and we still need to get some increases from customers to offset increasing cost but I think flat revenue per day would be where you should put you model.

Your next question comes from Max Barrett.

Just sticking with ROVs. You discussed 2010 operating margin percentage down geographic mix. Presumably this is Brazil. Could you kind walk us through the regions may be where you might be seeing pricing improvements?

Well pricing improvements, I think were not really expecting much in the way of pricing improvement. As I just referred to previously, we still have customers that want discounts. We do have some new systems that have been booked that are coming out. They're bigger and newer units that may be at a little higher prices but again overall I would say we look for flat revenue per day of service in total. On a geographic mix your right. Brazil is a lower cost area and so that

Lower price area.

Lower price area. So that may drag us down a little bit but we have a lot of new systems coming in other places. So on the margin side when we say down we just had a fantastic year being up from 30% to 32% margin. We had great results, great cost control and execution. So I would just say hey maybe 31 is a better model than 32. So it's not a big change. We're just saying we're not sure if we can repeat such an extraordinarily good performance.

And then moving to Subsea projects how much visibility do you have for upcoming work and is the increase in Gulf of Mexico drilling driving any incremental work?

I don't think so. This looks like a damn year overall, more commission, no big giant projects out there, less big projects than we had last year. Last year we had some sale of the hurricane work and some larger off coming project. Both will be reduced this year. So I think we're out there fighting it out for a lot of smaller jobs and there are smaller jobs and we have a great position in this market but in visibility a few months ahead is all we ever really have.

This is a call out market. We don't even track backlog.

It is a call out market. So we fight everyday.

Your next question comes from Chris Glaseem.

Quickly on the rigs to be delivered in 2010, the 30 to 35, did I hear correctly you have contracts now on 17 of those?

Yes. That's correct.

And competitors have contracts on six of those?

Yes.

Last call, you guys had quoted that competitors had contracts on eight of those. Did they lose or were two of those delivered in 2009 rather than '10?

Actually, in the fourth quarter Petrobras cancelled four contracts that they had previously awarded and they had been awarded to our competitors. So four competitor contracts did go away. Very perceptive on your part.

Second question is thinking about the industry in general, you're planning to add 15 to 20 units this year. What's your sense as to what your competitors are planning to add with regard to ROV vehicles in 2010?

We really don't have good information on that. It's just difficult to come by. We think we're the only people that publicly disclose all that information. So our competitors as you know, our three major competitors are construction companies and survey companies and they have vehicles probably more working for their own account than they do the third party world. So they are serving two markets, the third party market and their own market. So even if we knew what they were doing, we wouldn't necessarily know which market they were planning to put their equipment into.

And just on the global fleet, the 35% is best we can estimate our fleet count, is the same as it was last year. So you can summarize from last year's activity, everybody expanded at about the same rate. But as Jay said it doesn't necessarily mean increased competition. A lot of that gets used elsewhere.

Our next question comes from Stephen Gengaro.

I guess the first thing I had was when you look at 2010 and you look at your ROVs which are on rigs which potentially could have contracts which are rolling. Can you give us a sense for what that number looks like?

We are on 18 rigs that will have contract term explorations in 2010. Of these eight are fourth and fifth generation semis or DP drill shifts. We really think those are highly likely to keep working with little or no down time. The other 10 older rigs, we are watching each one individually talking to the drilling company and while some of those may go idle, we're really not sure we factored obviously something in to our planning with regard to those rigs. In total if all those 10 rigs went down that's only 4% of our fleet. But we don't really think that's what going to happen but anyway those are the numbers, 18 in total, eight fourth and fifth generation and 10 older rigs.

And then just second question. I know this is probably a little granular but when you look at the ROV business and the margin in the fourth quarter, it's pretty healthy given particularly utilization slid a little bit sequentially. I know they are both small moves but I was just kind of interested in is that efficiencies and if it is what's there that makes you think maybe these margins are not sustainable?

Our people did a great job this year. We're pushing very hard in Oceaneering for what we call continuous improvement, process improvement, find a waste and get rid of it and I think they just were very successful at reducing their cost and getting rid of some waste in their operation and I think obviously some of that will continue but there are other areas where costs continuing to press up. We operate in some very high costs places like Nigeria and Angola and Ghana.

And Brazil

In Brazil. So there are places where costs are not going down. Costs are going up everyday. Our customers, we certainly can give some cost increases but in other places we have to give some discounts. So you factor all that together and we just had an extraordinary good result and I'm just cautioning that we might not be able to quite repeat that but we're only talking maybe 1% for your model.

Your next question comes from Victor Marchon.

First question is on utilization. You guys are talking about a slight improvement this year versus '09 and just want to get a sense of, is that looking at slightly higher drill support with construction flat? Is that the thinking in total?

We think construction will be better and that's my primary reason utilization has been down and we do think construction will be a little bit better through the course of 2010. As I mentioned earlier that's sort of the biggest uncertainty as to how much better it gets to be. But we do think it will be better and we see more activity in the Gulf of Mexico particularly than we did last year.

And the second one, just as it relates to your pricing comments earlier, if I understood correctly that your revenue per day on hire being flat year-to-year, some offsetting factors, some higher priced new units coming in offsetting some spot weakness in some regions. Is that a fair assessment of it?

That's correct and obviously we do get moved around by currency issues as well. So that's also a factor that's in there but I am not in the business of predicting currencies though. There are a lot of moving parts in that figure.

Your next question comes from Joe Gibney.

Hitting most of the highlights. Marvin here is a question for you. Were there any other incremental BOP control system cost creep in the quarter? And could you just update us on delivery expectations. I think in the last call, you indicated one system is expected to be up in the fourth quarter and the other in 1Q. Just curious what the status was there.

I think Joe, what we're expecting now is to deliver both of the systems later this year and we believe that we scrubbed our cost and have properly accrued all other cost and we do not expect cost overruns in 2010.

Okay. That's helpful. And Jay just wanted to get your perspective on the projects business. I understand, it's quite a lot of work and visibility is as always fairly limited. Just curious in your perspective. Some of your diving competition in the Gulf of Mexico certainly alluded to the fact that weather has been more challenged here than it was in the fourth quarter continues to be in 1Q. Curious if you can comment on weather seasonally this year versus say last? And as you stand here this quarter versus last quarter, admittedly with limited visibility. But are you seeing any up tick in bid activity, increased activity for the back half of the year. Just curious what some of the pulse is from some of your customers in the Gulf of Mexico there appreciate it.

I think it had been a tough start for the year on with regard to whether. I think that's certainly true. Bid wise, I think it's kind of a declining from last year sort of normal activity nothing extraordinary pretty much what we anticipated. I don't see any real change from what we were thinking.

I don't know the weather was really worse or not, but I know that when demand was higher because of hurricane related work, the customer took a lot of that weather risk and right now the market doesn't allow that, so some of the diving companies are using that as a reason when may be its just a software market.

Your next question comes from John Donald your line is now open.

A quick question on the projects segment. Specifically, what is your visibility for the performer now in Angola? Presuming if that doesn't have any near term work, are there going to be some incremental dry dock in cost potentially for that here in the first half of the year?

Dry dock what either will be dry dock in the second half of the year and is finishing up this contract in Angola right now and next month will be on the way later this month may be on the way home and we will plan to work in spot market in the Gulf of Mexico and dry dock it later in the second half of the year and that is one of dry dock cost that what we referred to earlier as have an increased dry dock cost in 2010.

And the performer is a big swing going from a term contract through all of 2009 we continue to look for international work but we haven't found any so it will it will be coming back to a tougher market and it is an older boat.

Okay, thanks. That's helpful. And then in the product segment. Embedded in the current backlog, are there anymore of these similar serial number one projects like this BOP control systems that caused the cost to over runs in 2009 that may be looming out there in the near term?

No, glad to announce that's not the case.

Your next question comes from Andrea Sharkey your line is now open.

I had a question ton sub C products business. There was an umbilical order that was awarded I believe in February to one of your competitors, to Repsol. And I was just wondering if you were involved in bidding on that? If you had any thoughts on what that came down to it. Was that just price or what maybe that award was based on?

Could you tell us a little bit more about the Repsol order it doesn't come to mind right off the top?

I think it went, it was announced in February and it went to Auker, I think it was 12 kilometers maybe of umbilical and it was for Repsol to be used in the Mediterranean.

I am sorry I still don't have any detailed information on that. We fight for a lot of orders and there's no I don't know anything particular about that one.

Sure, thanks. And then, I don't know if I am correct on this or not but I think I have in my notes that the Ocean Intervention III is chartered until May of this year. And if that's correct, I was wondering if that's something that maybe you are going to let that charter lapse and if that would have any impact on your projects business?

No we have the option. We have some of the options for continuing to use that vessel on share of one year options and at this point we will in discussions about extending that for another year.

What maybe your priorities are for using your cash aside from the new ROV bills? If you could comment on that?

Well we are continuing we will certainly fund any of the ROV business that needs funding that will not consume all of our cash. We are looking around for other places we don't need it in our products business right now. We have plenty of capacity in that business in general. So we are looking around for acquisitions and other investment opportunities. Historically we have bought stock back. We have no authorization present at the moment but our board has authorizations in place to buy back stock so that certainly is a longer term possibility but we are very focused on trying to find a way to invest this money. We like to stake fully invested and we are very focused on trying to grow the company.

Our next question comes from Michael Marino.

Question on kind of bigger picture. You guys have been pretty consistent talking about your customers showing no real sense of urgency to get going again in the deep water on the construction side of things. Have you seen anything that makes you more optimistic over the last three months or maybe even as the kind of the calendar rolled to 2010, that your customers kind of getting a little more active in at least the planning stages? Maybe give you a little more confidence in the back half of 2010 at least?

We're getting more reports of more bidding activity. It's really Gulf of Mexico related from various parts of our business. Some construction projects umbilical in Gulf of Mexico related to. We do get a sense out there. The projects are starting to come back upon the table when people started to get close out. That's a little bit encouraging but I wouldn't overdo that.

I think the OEMs and construction companies are starting to sound more optimistic about that second half activity, but it has not translated down to our segments yet.

We feel very helpful.

And that's really the variance in the guidance. If you see it middle of the year, you are on the high end of the range. If you see it late in the year you are on the low end of the range. Is that the way to think about it?

And it depends upon the pace, at which it picks up.

Okay. And one other question, too. In the ROV space, you all will add fewer units in 2010 than you added in 2009. Yet you talk about the incremental rigs coming in the market. It is a bigger number. Are you more focused on pushing pricing as opposed on adding units in 2010?

We are trying to win every job as you saw utilization of our fleet was down little bit in 2009 so we think we can a make little more use of our existing fleet as you noticed all those 17 systems 3 or 4 were been used by existing ROVs so we are going to really take our hard look at our existing fleet we are taking a look and doing some upgrades and think we can show some of these jobs with some of our system with little some upgrade done to them so hopefully we can increase our utilization of our existing fleet a little bit but we are trying to win all the jobs we can at good pricing.

So is it fair to say that your mixed between construction support and drill support maybe, it's not the 2/3, 1/3 like it used to be and it is more 70%, 30% or 75%, 25%.

I think we were 71.

Historically you have been 2/3, 1/3; right?

That's right and that's a very good indicator Michael about how the construction market has just kind of really come to a stall and so we have always said we can come back to a 2/3, 1/3 mix because we grow each of them at the same time and we said that the primary the number of utilization drop of from 8 to 9 was construction activity.

We very much will like to see a come back a down a little bit more toward this side of the construction and regarding your 30 to 35 rigs being more than last year remember the 7 to 12 of those rigs depending on 30 to 35 do not have contracts yet.

So, it's foreseeable that you actually add more than 15 to 20.

I think its 15 to 20 plus try to meet some of the demand with the upgraded existing systems is our expectation for the year.

And keep in mind we are also pushing very hard in the vessel side and we see increasing demand in the vessel side of the market so that's another area and that's really a construction side of the market. So depending on how that comes back could make a difference of how many systems we put to work and how many we need.

It sounds like utilization could go higher. So focus more on utilization opposed to just the?

We will be disappointed if we don't get an increase in utilization in 2010.

Your next question comes from Daniel Burke. Your line is now open.

I wanted to stay on the topic of upgrading some of your older ROVs. Can you address that opportunity a little more specifically just in terms of maybe the number of ROVs you are targeting? And what type of CapEx commitment that represents, if it is more than nominal?

I am going to stay away from that. I think that's competitive information really but some of these ROVs that we started building in late 95,6,7 these systems are now 12 to 13 years old. So the horsepower requirements are have increased but you know the part of this that you frame the wench are still great pieces of hardware and may be some technologies moved there we need a better camera and different manipulator arms but the CapEx to bring that up to really current standards is relatively small compared to the 570 ROV. So I think we can we have opportunity I think to increase the effectiveness of that ROV by upgrading it and perhaps using it on some of these new jobs.

And we have done that historically throughout our last decade or more or on the least 15 years, 20 years, but we're just saying that right now our focus is we think we could get better utilization if we upgrade in the market availability of some of the systems and as Jay said were really, primarily talking about upgrading the underwater fish piece as opposed to and the cost is significantly less than the cost of the new ROV.

That's helpful Marvin. And then, the last question again going towards building out the CapEx profile for 2010 and onwards, you made the decision to invest in the shallow water dive support vessel. But I presume you are not interested or considering any other incremental investments in the vessel market this year.

On the diving side, you were basically just replacing an existing dive support vessel that was really 30 year old vessel, so we were really just continuing to focus on that same market, on the diving business. On the deepwater side, we're always looking around to see what's in the market.

The last couple of times, we wanted to add a boat we ran our lease by economics and we decided to lease, and that's how we got the Ocean intervention III and the Olympic intervention IV. If the lease by the economics because of the additional vessel availability switched then our economics will switch, so we're not going to go ahead and say we have no intention or we have an intention of acquiring vessels. It truly depends upon the opportunities to become available and the economics in our views to the market at that time.

Your next question comes from Steve Helms. Your line is now open.

Thank you. The umbilical business just really never got on fire in the last cycle. One of these days it is going to have to, I guess the customers out there are going to have to order the umbilical. Are you seeing any sign that they are ready to do that? Or any idea on when the dam might break on that?

I wish I did unfortunately. I think pretty much in status quo except for the comments I made earlier about some smaller bids and so forth that we see in the Gulf of Mexico right now. So, while it's a little encouraging in the Gulf of Mexico, I think the big picture remains pretty steady and the industry needs a lot more work.

What kind of capacity utilization are you running at now in the umbilical business?

I would I think the whole industry is at relatively low capacity. The Brazil probably being the exception where there is probably adequate business in Brazil. Petrobras has lots of needs. And so, I think the plants there are probably operating at reasonable capacity but South side of Brazil, I think might be ideal. We certainly are the low capacity and I think other have been as well.

Yeah. I think what we said is we captured about the same amount of our market share in 2009 as we did in 2008. But it seems like every time a new bid does come to order either us or a competitor has a empty factory and you have no pricing leverage as when that industry conditions are that way. So we don't need the damn to break. We just need to see a trickle a lot more.

What's the normal time frame between say one of these big discoveries on the west coast of Africa and ordering umbilical, six seven, five years?

Maybe, I'd picture seven but certainly, five years is probably not unreasonable. Three to five years sometimes.

What we're just going to say is with the number of increased drilling rigs that have occurred over the last five years as lot more discoveries being made and our position is nobody gets paid, all companies don't get paid for finding. So they've got to go through that construction phase and until there's a sense of urgency it can be just a long time. But when somebody starts talking about getting production to the market and replacing completion and growing reserves or proven producing reserves then we will see the construction activity pick up. But there is just no period of time that we can point to as kind of quote average or normal, just that we're not now in average or normal times.

I will say with regard to discoveries we look at Quest information and there are quite a few discoveries that have been made that are not being developed at this point in time and projections looking ahead to '11 and '12 are that the world needs a lot more umbilicals than we're producing today. So we hope that turns out to be the case.

What's the cost of building new ROV today?

$3.5 million to $4 million.

Your next question comes from Stephen Gengaro.

Two questions. We haven't talked about this for a long time but advanced technologies, anything we should think about, a flattish 2010 versus 2009, is that reasonable?

We have some really great little businesses in there but they're relatively smaller compared to Oceaneering as a whole. The most topical thing really is our group in Clear Lake that works for NASA that Oceaneering has a lead in the constellation space suit and Obama plan right now is to terminate the Constellation Program. We've heard from a NASA administrator that they're going through and look at every piece of that Constellation program and decide what piece is try to go forward and what piece is to stop and that we should continue doing what we're doing and giving him several months to figure out what's going to be needed in the future. It seems to us they're going to need space suits, no matter what they do even to go through earth orbit program to the space station. Anyway from a financial point of view it's a very small piece but it's kind of an interesting piece that's going on as topical in the market today.

Is there any changes for your long-term attitude towards that business? I know that you don't need cash, but I'm just sort of thinking about the structure of the organization, if any change is possible there?

Now we like that business. It's got a lot of interesting technology and occasionally, there are some interesting technology transferred back and forth and people can help each other out, and they've got some fantastic engineers and sometimes we call upon them to help us in the oilfield.

(Operator Instructions). And your next question comes from Eric Gordon.

I wanted to just drill a little bit deeper into use of cash. You have $160 million in cash on the balance sheet today. If I'm doing the math right the $300 million in cash flow from operations and CapEx just based on the ROVs of roughly a $100 million or less, that's a tremendous amount of cash flow that can be generated and could be on your balance sheet by year end 2010. I wanted to gauge your thoughts on M&A discipline in terms of what you're looking for specifically in a transaction versus buying back stock or paying the dividend with that cash flow today?

Well, we would certainly much prefer to find a god acquisition opportunity. I think we want something that fits with our Subsea world. If you look at our previous acquisitions, you've seen we found those in the product. I think we are continuing to look in that part of our business and things are of course related and really will have some impact on our future in the Subsea world. So I think that will be our focus, continuing to look for things that fit in our fixed Subsea and that there's some technology that will be or can be used in to fit with our other products. But we're not in a hurry. In a way, we hope we're going to patient. I think we will be. I think we're very disciplined and looking at acquisitions we're very focused on the long term cash flow and we're hopeful in expecting that we will find some good investments. Money is not going to burrow over our pockets.

Right. We are not going to go ahead and change our economic outlook because we have cash on our balance sheet versus credit availability. And as Jay mentioned, we always have historically gone to the next best alternative. When we can't buy investments, we buy back Oceaneering stock. And that is a topic our Board's consideration and it will be discussed.

The only follow-up is how much cash would you be comfortable holding? I believe you have more cash today that you ever have on your balance sheet and with the free cash flow that can be generated this year based on your capital program for ROV spending at least, is there a point at which a decision would need to be made on use of cash rather than focusing on M&A opportunity?

Eric, that gets a lot of discussion right now. And I think here, underestimating our CapEx if at a $100 million I think, remember, last year we spent $175, the year before that, $250. So we think we'll be more successful in investing our cash than the $100 million number you through out and we said maintenance CapEx including that vessel will be $30 million to $45 million. But your point is extremely well taken and noted and we look at and we're talking about that often, really often about our cash flows. We had a phenomenal year in 2009 where we did not expect given the market that we would be within 1% of our record high cash flow as it shows how much cash our operations can generate and we do expect to put that cash to good use.

And your last question comes from Philip Dodge.

Two questions on Brazil. First and I think I would just say that there were some ROV orders canceled. Were those canceled cancelled or could those come around again that you might have a shot at?

That was just a specific contract that Petrobras had awarded and they never got formalized, never got finally awarded and they canceled that. So those are still out there and those are still potentially available.

And other one more general. Would you expect more orders from Petrobras and Brazil in 2010 than you had in 2009?

I doubt it. We won nine jobs in a row in 2009 timeframe and I would doubt that. We have seven new systems coming to work in Brazil and the rest of this year. Our business is already growing up about 40% in Brazil through 2010 and 2009 versus 2010.

It would be hard to imagine.

Hard to imagine that we will see many more orders for just short and in the near term, newer orders in the near term.

There are no further questions at this time.

Thank you very much.

Take care guys.

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