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Controls and ProceduresDisclosure Controls and ProceduresIn accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, asamended (the “Exchange Act"), we carried out an evaluation, under the supervision and withthe participation of management, including our principal executive officer and principal financialofficer, of the effectiveness of our disclosure controls and procedures (as that term is defined inRules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered bythis report. Based on that evaluation, our principal executive officer and principal financialofficer concluded that our disclosure controls and procedures were effective as ofDecember 31, 2011 to provide reasonable assurance that information required to be disclosedin our reports filed or submitted under the Exchange Act is recorded, processed, summarizedand reported within the time periods specified in the Securities and Exchange Commission'srules and forms. There has been no change in our internal control over financial reporting thatoccurred during the quarter ended December 31, 2011 that has materially affected, or isreasonably likely to materially affect, our internal control over financial reporting.Management's Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control overfinancial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the ExchangeAct). Our internal control over financial reporting is a process designed to provide reasonable,but not absolute, assurance regarding the reliability of financial reporting and the preparation offinancial statements for external reporting purposes in accordance with accounting principlesgenerally accepted in the United States of America. We developed our internal control overfinancial reporting through a process in which our management applied its judgment inassessing the costs and benefits of various controls and procedures, which, by their nature, canprovide only reasonable assurance regarding the control objectives. You should note that thedesign of any system of controls is based in part on various assumptions about the likelihood offuture events, and we cannot assure you that any system of controls will succeed in achievingits stated goals under all potential future conditions, regardless of how remote. Because of itsinherent limitations, internal control over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness to future periods are subjectto the risk that controls may become inadequate because of changes in conditions, or that thedegree of compliance with the policies and procedures may deteriorate.Under the supervision and with the participation of our management, including our principalexecutive, financial and accounting officers, we have conducted an evaluation of theeffectiveness of our internal control over financial reporting based on the framework in "InternalControl – Integrated Framework” issued by the Committee of Sponsoring Organizations of theTreadway Commission. This evaluation included a review of the documentation surroundingour financial reporting controls, an evaluation of the design effectiveness of these controls,testing of the operating effectiveness of these controls and an evaluation of our overall controlenvironment. We have excluded from this evaluation the internal controls of AGR FieldOperations Holdings AS and subsidiaries, which were acquired in December 2011 and,excluding goodwill, accounted for approximately 2% of our total consolidated total assets atDecember 31, 2011 and less than 1% of our consolidated operating income for the year endedDecember 31, 2011. Based on that evaluation, our management has concluded that ourinternal control over financial reporting was effective as of December 31, 2011.Ernst & Young LLP, the independent registered public accounting firm that audited our financialstatements, has audited our internal control over financial reporting, as stated in their reportwhich follows.22 Oceaneering International, Inc.