Alan R. CurtisAlan R. CurtisChi f Fi i l OffiChi f Fi i l Offi

Johnson Rice Energy ConferenceJohnson Rice Energy Conference

Chief Financial OfficerChief Financial Officer

gygySeptember 22, 2016 September 22, 2016 New Orleans, LANew Orleans, LA

Forward-Looking Statements

Statements we make in this presentation that express a belief, expectation, or intention are forward looking. Forward-looking statements are generally accompanied by words such as “estimate ” “project ” “predict ”by words such as estimate, project, predict, “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal,” or other words that convey the uncertainly of future events or outcomes. These forward-looking statements are based on our current information and expectations that involve a number ofinformation and expectations that involve a number of risks, uncertainties, and assumptions. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are: industry conditions, prices of crude oil and natural gas, our ability to obtain and the timing of new projects, and changes in competitive factors. 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 additional information regarding these and other factors, see our periodic filings with the Securities and Exchange Commission, including our most recent Reports on Forms 10-K and 10-Q.

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Why Oceaneering?

Global provider of diversified services and products in all phases f h ff h ilfi ld lif l

Global provider of diversified services and products in all phases f h ff h ilfi ld lif lof the offshore oilfield life cycle

Strong market positions

of the offshore oilfield life cycle

Strong market positions

Solid balance sheet and cash flow Solid balance sheet and cash flow

Return of capital to our shareholders

Leveraged to deepwater longer term deepwater is still critical to

Return of capital to our shareholders

Leveraged to deepwater longer term deepwater is still critical to Leveraged to deepwater - longer term, deepwater is still critical to reserve replenishment Leveraged to deepwater - longer term, deepwater is still critical to

reserve replenishment

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5 Operating Segments

1. Remotely Operated Vehicles (“ROVs”)1. Remotely Operated Vehicles (“ROVs”)y ( )

2. Subsea Products

y ( )

2. Subsea Products

3. Subsea Projects3. Subsea Projects

4. Asset Integrity

5 Ad d T h l i

4. Asset Integrity

5 Ad d T h l i5. Advanced Technologies 5. Advanced Technologies

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EXPLORATION DEVELOPMENT PRODUCTION DECOMMISSIONINGPHASE

In All Phases of Offshore Oilfield Life CycleEXPLORATION

10%

DEVELOPMENT

50%

PRODUCTION

35%

DECOMMISSIONING

5%

# of OperatingFloating Drilling Rigs

# Subsea Tree Installations

# Subsea TreesIn Service

# of Field Abandonments

PHASE

% OII Revenue

#1 Market Driver g g ge

Business Segment P d t

•• ROVROV•• Survey (SP)Survey (SP)•• Tooling (SSP)Tooling (SSP)

Product and

Service Revenue Streams

• ROV• Survey (SP)• Tooling (SSP)

IWOCS I t ll ti &

• ROV• Tooling (SSP)• IWOCS (SSP)

S b H d (SSP)

• ROV • Tooling (SSP)• IWOCS (SSP)

• IWOCS – Installation & Workover Control Systems (SSP)

• Subsea Hardware (SSP)• Umbilicals (SSP)• Vessel-based Installation

Services (SP)Inspection Ser ices (AI)

• Subsea Hardware (SSP)• Vessel-based Inspection,

Maintenance & Repair Services (SP)

• Inspection Services (AI)

ROV = Remotely Operated Vehicles SSP = Subsea Products SP = Subsea Projects AI = Asset Integrity

• Inspection Services (AI)

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Largest Exposure is in Field DevelopmentR Mi

10%5%Revenue Mix

35%

50%

Exploration Development Production DecommissioningExploration Development Production DecommissioningSource: OII Estimates: 2015

6

Revenue by Business Segment

7% 10%

2014 2015First Half

2016*

29%14%

7%

27%12%

10%23%

12%

12%

16%20%

31%22%

34% 31%

$3.7 Billion $3.1 Billion $1.2 Billion

ROV Subsea Products Subsea Projects Asset Integrity Advanced Technologies

* Six Months Ended June 30, 2016

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Remotely Operated Vehicles 23%

Revenue Contribution First Half 2016

Flagship of the Oceaneering Franchise

8

g p g

Oceaneering ROV Fleet Size318 ROV f J 30 2016

350

318 ROVs as of June 30, 2016

318

300riod

End

300

Cou

nt a

t Per

250

Vehi

cle

2002008 2009 2010 2011 2012 2013 2014 2015 2016

Q12016 Q2

9

Floating Rig Demand HistoryO i 8% M k Sh f J 30 2016

100%300Floaters Contracted % with OII ROVs

Oceaneering 58% Market Share as of June 30, 2016

75%200

250

sPerio

d E

nd

50%150

200

with

OII

RO

Vs

ing

Rig

s at

P

25%50

100 % w

tract

ed F

loat

0%02014 Q1 2014 Q2 2014 Q3 2014 Q4 2015 Q1 2015 Q2 2015 Q3 2015 Q4 2016 Q1 2016 Q2

Con

t

Source: IHS-Petrodata, June 30, 2016

10

Oceaneering ROV Pricing and Fleet Utilization% Fl U ili i f J 30 2016

100%

$

$11,000Revenue / Day on Hire Fleet Utilization

55% Fleet Utilization as of June 30, 2016

70%

80%

90%

$7 000

$8,000

$9,000

$10,000

nHire

40%

50%

60%

$4 000

$5,000

$6,000

$7,000

eet U

tiliz

atio

ue /

Day

on

H

10%

20%

30%

$1 000

$2,000

$3,000

$4,000 Fl

Rev

enu

0%

10%

$0

$1,000

2008 2009 2010 2011 2012 2013 2014 2015 2016*

* YTD June 2016

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Subsea Products 31%

Manufactured Products

Production Control UmbilicalsSupplies electric and hydraulic power to subsea trees and injects h i l i t i d ll t

Revenue Contribution First Half 2016

Specialty Subsea Hardware

chemicals into reservoirs and well streams.

Field development hardware used to connect production trees to

Service and Rentals

Field development hardware used to connect production trees to umbilicals and flow lines.Also includes connectors and valves.

Service and Rentals

Tooling & Subsea Work SystemsSupport drilling, construction, field maintenance, and plugging and abandonment activities.

Support drilling, construction, field maintenance, and plugging and

Installation and Workover Control Systems (IWOCS)

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pp g p gg gabandonment activities.

Subsea Hardware Capex ForecastB kl J 30 2016

$9,600$1,000

s

Subsea Capex, Quest May 2016 SS Products Backlog

Backlog at June 30, 2016

$6 400

$8,000$800

SD in

Mill

ion

in M

illio

ns

$4,800

$6,400

$400

$600

are

Cap

ex, U

S

ackl

og, U

SD

i

$1,600

$3,200

$200

$400

bsea

Har

dwa

Pro

duct

s B

a

$0$02011 2012 2013 2014 2015 2016* 2017F 2018F 2019F 2020F

Sub

OII

SS

*June 30, 2016Source: Quest Offshore, May 2016; Capex: hardware costs for subsea trees/control systems, manifolds, and production umbilicals; Includes S. America

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Subsea Installations Forecast

$1,500500

Tree Installations SSProducts Revenue

$1,200400

D in

Mill

ions

ns

$600

$900

200

300

Rev

enue

, US

D

ee In

stal

latio

n

$300

$600

100

00

SP

rodu

cts

R

Tre

$002011 2012 2013 2014 2015 2016F 2017F 2018F 2019F 2020F

OII

S

Source: Quest Offshore, May 2016

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Subsea Projects 22%

Revenue Contribution First Half 2016

Change out photo and replace with

AUV

Consist of Project Management Survey Subsea

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Consist of Project Management, Survey, Subsea Installation and IMR Services

Subsea Projects Overview f

Deepwater Multi-Purpose Supply VesselsSpot or

Contract LocationCharter

End

2 Owned

Assets Available for this Market

2 Owned Ocean InterventionOcean Intervention IIOcean Evolution (available 2Q 2017)

SpotSpot N/A

GOMGOM

N/AN/AN/A

4 Chartered with Term4 Chartered with TermNormand FlowerOcean AllianceOcean Intervention IIIIsland Pride

SpotContract, ShellContract, BP

Contract

GOMGOM

W. AfricaIndia

Dec ‘16Mar ‘18Jan ‘17Nov ‘17

Diving Support Vessels

Survey/AUV Services acquired in 2015 Survey/AUV Services, acquired in 2015

Global Data Solutions, including AIRSIS, acquired in 2014

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Strong Balance Sheet and LiquidityC i l S d All i

Liquidity (at end of second quarter 2016)$393 million of cash

Capital Sources and Allocations

o $393 million of cash o $500 million undrawn revolving credit facility, expiring October 2020o Only $19 million of debt maturities until October 2018

Organic capital expenditureso Expect to range from $100 million to $150 million in 2016

Acquisitions Acquisitions o Continue to consider investments that augment our service or product

offerings

Di id d Dividendso Subject to anticipated EPS levels, cash flow, liquidity and Board approval

Consider share repurchasesp

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Leveraged to Deepwater

Projects take years to develop Projects take years to develop

Largely oil reservoirso With high production flow rates

Largely oil reservoirso With high production flow rateso With high production flow rates

Well capitalized customer base50% revenue from E&P majors in prior 3 years

o With high production flow rates

Well capitalized customer base50% revenue from E&P majors in prior 3 yearso ~50% revenue from E&P majors in prior 3 years

Investment based on long-term commodity

o ~50% revenue from E&P majors in prior 3 years

Investment based on long-term commodity price expectationsprice expectations

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Long Term: Offshore is EssentialD R i Si ifi

Source of90

Incremental Bbls Existing Fields Bbls

Deepwater Remains Significant

Source of Additional ~26Mm B/D

Crude Production80

e

32%

68%60

70

d C

onde

nsat

eM

B/D

68%

50

60

Cru

de a

nd M

Offshore Onshore

40

Source: Morgan Stanley Research , Wood Mackenzie, Rystad Energy, and Company Data – March 2016

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Expect Extended Declines from Producing Fields

4.0

New Production from New Fields Decline from Aging Fields

3.0

3.5

Day

1 5

2.0

2.5

Barr

els

Per

D

0.5

1.0

1.5

Mill

ion

B

0.02014 2015 2016 2017 2018

Inverting Balance presented by Bloomberg; Source data from Rystad

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2016 Second Half Outlook

Challenged market has not changed Aligning our operations with current activity Forecasting declines in major oilfield segments, g j g ,

most notably:o ROV: less utilization and lower average revenue per day

o Subsea Products: lower throughput and single digit margins

o Subsea Projects: impacted by Angola, although expecting some seasonal uptick

2H16 vs 1H16 operational results lower

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Conclusion

Longer term, deepwater is still critical to reserve replenishment

Global provider in all phases of offshore oilfield life cycle, with a deepwater focusp

Further differentiate with integrated solutions

Strong liquidity and cash flow

Maintain or grow our market positions Maintain or grow our market positions

Emerge from the current cycle ready for the upturn

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EBITDA Reconciliation to Net Income(USD i illi )Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measurement. Oceaneering’s management uses EBITDA because we believe that this measurement is a widely accepted financial indicator used by investors and analysts to analyze and compare companies on the basis of operating performance, and that this measurement may be used by some investors and others to make informed investment decisions. You should not consider EBITDA in isolation from or as a substitute for net

(USD in millions)

1H 1H

investors and others to make informed investment decisions. You should not consider EBITDA in isolation from or as a substitute for net income or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. EBITDA calculations by one company may not be comparable to EBITDA calculations made by another company. The following table provides a reconciliation between net income (a GAAP financial measure) and EBITDA (a non-GAAP financial measure) for Oceaneering’s historical and projected results on a consolidated basis for the periods indicated:

Period Ended 2011 2012 2013 2014 20151H

20151H

2016

Net Income 235 7 289 0 371 5 428 3 231 0 135 0 47 4Net Income 235.7 289.0 371.5 428.3 231.0 135.0 47.4

Depreciation & Amortization 151.2 176.5 202.2 229.8 241.2 121.5 119.8

Subtotal 386.9 465.5 573.7 658.1 472.2 256.5 167.2

Interest Expense/Income, Net .2 2.3 1.7 4.4 23.4 11.5 10.3

Income Tax Expense 102.2 132.9 170.8 195.2 105.3 61.5 21.6

EBITDA 489.3 600.7 746.2 857.7 600.9 329.5 199.1

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Oceaneering ROV Leading Market PositionR l O d V hi l

Ownership Drill Support Market Share

Remotely Operated Vehicles

31531%

OIISubsea 7

10158%

FugroDOF SubseaC-InnovationsHelixSaipemTMTTMTTechnipHarkandIKM GroupOtherWorldwide Fleet

1027 Vehicles*174 Floating Rigs Contracted**

1027 Vehicles

Source: *OII Estimates - December 2015; **IHS Petrodata and OII Estimates – June 30, 2016

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Oceaneering ROV FleetG hi P fil J 30 2016

41

Geographic Profile – June 30, 2016

10831

41

21

53

64

GOM Africa Norway Brazil Asia/Pac Other

318 Vehicles

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Oceaneering ROVs on Vessels J 30 2016June 30, 2016

Locations Customers

2318

46 42

2621

GOM Africa Norway Other Operators Contractors

88 Vehicles

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Investor Relations Contact

Suzanne SperaDirector Investor RelationsDirector, Investor Relations713-329-4707InvestorRelations@Oceaneering.com

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