Oceaneering Board Approves Two-for-One Stock Split

Oceaneering International, Inc. (NYSE: OII) announced that its Board of Directors declared a two-for-one common stock split to be accomplished by means of a stock dividend. Based on the current number of shares outstanding, the split will increase Oceaneering's total shares outstanding from approximately 26.9 million to 53.8 million.

Stockholders of record on May 25, 2006 will be entitled to one additional share of common stock for every share held on that date. The Company's transfer agent, Computershare Trust Company, N.A., will distribute the stock dividend on or about June 16, 2006.

John Huff, Chairman and Chief Executive Officer, stated, "Our Board's decision to declare a stock split is a strong indication of the confidence we have in growth opportunities for our business. We also believe the stock split will improve the liquidity of our stock and make our shares affordable to a larger group of investors."

Taking into account the split, Oceaneering's EPS guidance range for the second quarter of 2006 is now $0.48 to $0.53, and for the year 2006 is now $1.80 to $1.95. The historical impact since 2001 on Oceaneering's reported EPS is detailed in the attached table.

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