On February 13, 2013, we issued a press release announcing our earnings for the fourth quarter and full year of 2012. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, 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.

On February 13, 2013, we also announced that our Board of Directors declared a quarterly dividend of $0.18 per common share. The dividend will be payable on March 20, 2013 to shareholders of record at the close of business on March 1, 2013. A copy of that press release is furnished as Exhibit 99.2 to this report and is incorporated by reference herein.

The following are being furnished as exhibits to this report.

Exhibit 99.1              Press Release of Oceaneering International, Inc., dated
                          February 13, 2013 regarding Item 2.02
Exhibit 99.2              Press Release of Oceaneering International, Inc., dated
                          February 13, 2013 regarding Item 8.01