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    Oceaneering Announces Public Offering of Senior Notes

    November 18, 2014

    November 18, 2014 – Houston, Texas – Oceaneering International, Inc. (NYSE: OII) announced today that it intends to offer, subject to market and other conditions, senior notes in an underwritten public offering.

    Oceaneering intends to use the net proceeds of the proposed offering for general corporate purposes, which may include funding acquisitions and other capital expenditures and repurchases of outstanding shares of its common stock. Until the net proceeds are used for such purposes, Oceaneering intends to invest the net proceeds in short-term, liquid investments.

    Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, DNB Markets, Inc. and HSBC Securities (USA) Inc. are acting as joint book-running managers for the proposed offering. In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), and Standard Chartered Bank Inc. are acting as senior co- managers, and Barclays Capital Inc. is acting as co-manager. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting:

    Credit Suisse Securities (USA) LLC Eleven Madison Avenue
    New York, NY 10010
    Attention: Prospectus Department 1-800-221-1037

    Wells Fargo Securities, LLC
    602 2nd Avenue
    South Minneapolis, MN 55402 Attention: WFS Customer Service 1-800-645-3751

    J.P. Morgan Securities LLC
    383 Madison Avenue
    New York, NY 10179
    Attention: Investment Grade Syndicate Desk, 3rd Floor

    1-212-834-4533

    or by emailing: wfscustomerservice@wellsfargo.com
    You may also obtain these documents free of charge by visiting EDGAR on the website of the

    Securities and Exchange Commission at www.sec.gov.
    The notes will be offered and sold pursuant to an effective shelf registration statement on

    Form S-3 previously filed with the Securities and Exchange Commission.

    This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement filed with the Securities and Exchange Commission. The prospectus and prospectus supplement are part of a shelf registration statement that has become effective under the Securities Act of 1933, as amended.

    In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, Oceaneering International, Inc. cautions that statements in this press release that are forward-looking involve risks and uncertainties. The forward-looking statements in this press release concern Oceaneering’s offering of the notes and intended use of proceeds. Although Oceaneering’s management believes that the expectations reflected in these forward-looking statements are reasonable, Oceaneering can give no assurance that these expectations will prove to have been correct. These statements are made based on various underlying assumptions and are subject to numerous risks and uncertainties. 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 a more complete discussion of these risk factors, please see Oceaneering’s latest annual report on Form 10-K for the year ended December 31, 2013 and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission.

    Oceaneering is 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 its advanced applied technology expertise, Oceaneering also serves the defense, entertainment, and aerospace industries.

    For further information, please contact Jack Jurkoshek, Director Investor Relations, Oceaneering International, Inc., 713-329-4670, investorrelations@oceaneering.com.

    PR 1198

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