(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11911 FM 529

Houston, TX

Our belief that Oceaneering International, Inc.:

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

are market leaders 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 belief that Western Integrated Oil Companies (“IOCs”) will invest in the deepwater markets because deepwater offers compelling production growth and investment return prospects;

Our belief that significant undiscovered potential remains;

Our belief that rig time per deepwater well, or drilling intensity, is on the rise;

Our expectation that our 2012 earnings per share will be another record, in the range of $2.45 to $2.65;

Our first quarter of 2012 earnings per share guidance range of $0.44 to $0.46;

Our belief that our three-year field services support contract with BP offshore Angola will not get “on track” until the 2^nd quarter of 2012 and the scope of work will expand gradually during the 1^st half of 2012;

Our expectation that our vessel, the Ocean Intervention III, will commence work on the BP contract in Angola in April 2012;

Our belief that the acquisition of AGR Field Operations Holdings will be a good fit with Oceaneering;

Our business segment guidance for 2012 compared to 2011, with projections that all of our operating business segments operating income will increase, with:

ROVs on greater service demand off West Africa and in the U.S. Gulf of Mexico;

Subsea Products on the strength of higher tooling sales and increased throughput at our umbilical plants;

Subsea Projects on an international expansion of our deepwater vessel project capabilities to work for BP offshore Angola, the addition of AGR Field Operations Holdings in Australia, and a gradual demand recovery in U.S. Gulf of Mexico vessel activity; and

Asset Integrity primarily due to the acquisition of AGR Field Operations Holdings;

Our anticipated 2012 EBITDA of at least $550 million;

Our confidence of ample resources to invest in our growth;

Our 2012 capital expenditures estimate, excluding acquisitions, of $200 to $225 million;

Our anticipated 2012 capital expenditures of approximately $125 million on ROVs, and about $75 million for Subsea Products;

Our belief that in 2012 we will achieve record ROV segment operating income for the 9th consecutive year;

Our belief that floating rig demand:

is the primary market indicator for deepwater subsea activity; and

drives demand for ROVs in the exploration phase;

Our belief that drilling success drives demand for the specialty subsea hardware that we manufacture;

Our beliefs regarding the comparative size of our ROV fleet;

Our belief that future growth in demand for floating rigs seems assured;

Our expectation that we will continue to be the dominant provider of ROV services on “high-spec” floating drilling rigs, consisting of 5^th and 6^th generation semis and dynamically-positioned drillships;

Our anticipation that our average revenue per day-on-hire may increase;

Our expectation that in 2012 our days on hire will increase by improving our fleet utilization to 80% or more, as we benefit from increased demand off West Africa and the U.S. Gulf of Mexico;

Our anticipation of adding 20 to 25 new vehicles to our fleet, while retiring 4 to 6;

Our expectation that our 2012 ROV segment fleet size will grow by 14 to 21 vehicles net of retirements, to a projected total of 281 to 288 ROVs;

Our expectation that our 2012 ROV operating margin may improve somewhat due to an increase in activity in the U.S. Gulf of Mexico and higher fleet utilization overall;

Our belief that the use of subsea trees is the key enabler in the development of deepwater reserves;

Quest Offshore’s forecasted:

increase of over 45% in subsea completions in the decade commencing 2010 compared to the decade of the 2000s;

increase of approximately 80% in subsea tree orders in the period 2012 through 2016 compared to the period 2007 through 2011 on stronger demand in Brazil, Africa and Asia;

subsea tree orders for 2012 of about 559 trees, an all time high;

subsea tree orders, excluding Brazil, forecast to be up approximately 55% in the period 2012 through 2016 compared to the period 2007 through 2011 on stronger demand in Africa and Asia; and

tree orders, excluding Brazil, for 2012 and 2013 to increase by 70% over the preceding two year period;

Our belief that we will achieve record Subsea Products segment operating income in 2012;

Our confidence that we should secure the necessary contracts to meet our 2012 umbilical plan;

Our expectation that our 2012 Subsea Products operating income will be higher than that of 2011, due to higher tooling sales and increased umbilical plant throughput;

Our anticipation that our 2012 Subsea Products operating margin will be lower than in 2011 due to an expected change in product mix;

Our belief that 2011 was likely our best year ever, and our expectation that 2012 will be even better;

Our belief that new emphasis on risk reduction in deepwater operations reinforces the benefit of our value sell;

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 for 2012 in the EBITDA reconciliation to Net Income in the Supplemental Financial Information; and

Subsea production control umbilicals orders forecast to be up approximately 49% in the period 2012 through 2016 compared to the period 2007 through 2011 in the Supplemental Market Information.

worldwide demand for oil and gas;

general economic and business conditions and industry trends;

delays in deliveries of deepwater drilling rigs;

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;

rapid technological changes;

the political environment of oil-producing regions;

the price and availability of alternative fuels; and

overall economic conditions.