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Investor Presentation Investor Presentation Investor Presentation Investor Presentation June June 2016 2016 Forward-Looking Statements Statements we make in this presentation that express a belief, expectation, or intention are forward

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Investor Presentation Investor Presentation Investor Presentation Investor Presentation

June June 2016 2016

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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,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget ” “goal ” or other words that convey the uncertainly of future events or outcomes 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 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 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

  • r 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 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 OII?

  • Global Provider of Diversified Services and Products in All Phases

f h Off h Oilfi ld Lif C l

  • Global Provider of Diversified Services and Products in All Phases

f h Off h Oilfi ld Lif C l

  • f the Offshore Oilfield Life Cycle
  • Strong Balance Sheet and Cash Flow
  • f the Offshore Oilfield Life Cycle
  • Strong Balance Sheet and Cash Flow
  • Continue to Maintain or Grow Our Market Positions
  • Continue to Maintain or Grow Our Market Positions
  • Return Capital to Our Shareholders
  • Experienced Management Team
  • Return Capital to Our Shareholders
  • Experienced Management Team
  • Experienced Management Team
  • Longer Term, Deepwater is Still Critical to Reserve Replenishment
  • Experienced Management Team
  • Longer Term, Deepwater is Still Critical to Reserve Replenishment

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About Oceaneering – Five Operating Segments

  • ROV
  • ROV
  • Subsea Products
  • Subsea Products
  • Subsea Projects
  • Subsea Projects
  • Asset Integrity

Ad d T h l i

  • Asset Integrity

Ad d T h l i

  • Advanced Technologies
  • Advanced Technologies

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EXPLORATION DEVELOPMENT PRODUCTION

DECOMMISSIONING

PHASE

About OII – In All Phases of Offshore Oilfield Life Cycle

EXPLORATION

10%

DEVELOPMENT

50%

PRODUCTION

35%

DECOMMISSIONING

5%

# of Operating Floating Drilling Rigs # Subsea Tree Installations # Subsea Trees In Service # of Field Abandonments

PHASE

% OII Revenue

#1 Market Driver

g g g

e Business Segment P d t

  • ROV

ROV

  • 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 Development

R Mi

10% 5%

Revenue Mix

35% 50% Exploration Development Production Decommissioning Exploration Development Production Decommissioning

Source: OII Estimates: 2015

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SLIDE 7

Revenue by Business Segment

7% 10% %

2014 2015 2016 Q1

29% 14% 7% 27% 12% 10% 24% 12% 11% 16% 20% 32% 21% 34% 31% 32%

$3.7 Billion $3.1 Billion $600 Million

ROV Subsea Products Subsea Projects Asset Integrity Advanced Technologies

2015

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REMOTELY OPERATED VEHICLES

24%

Revenue Contribution Q1 2016

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Oceaneering ROV Fleet Size

318 ROV f M h 2016

336

350

318 ROVs as of March 2016

315 318

300 riod End 300 Count at Per 250 Vehicle 200 2008 2009 2010 2011 2012 2013 2014 2015 2016 Q1

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Floating Rig Demand History

O i % M k Sh f M h 31 2016

100% 300 Floaters Contracted % with OII ROVs

Oceaneering 57% Market Share as of March 31, 2016

75% 200 250 s Period End 50% 150 200 with OII ROV ing Rigs at P 25% 50 100 % w tracted Float 0%

2014 Q1 2014 Q2 2014 Q3 2014 Q4 2015 Q1 2015 Q2 2015 Q3 2015 Q4 2016 Q1

Cont

Source: IHS-Petrodata, March 31, 2016

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Oceaneering ROV Pricing and Fleet Utilization

6% Fl U ili i f M h 2016

100% $11,000 Revenue / Day on Hire Fleet Utilization

56% Fleet Utilization as of March 2016

70% 80% 90% $8,000 $9,000 $10,000 n Hire 50% 60% 70% $5,000 $6,000 $7,000 eet Utilizatio ue / Day on H 20% 30% 40% $2 000 $3,000 $4,000 Fl Revenu 0% 10% $0 $1,000 $2,000 2008 2009 2010 2011 2012 2013 2014 2015 2016*

* YTD March 2016

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SUBSEA PRODUCTS

32%

Revenue Contribution Q1 2016

Umbilicals Tooling & Subsea Work Systems I t ll ti d Installation and Workover Control Systems Subsea Hardware Subsea Hardware

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Subsea Products

  • Required for Every Subsea Completion
  • Required for Every Subsea Completion
  • Product Line Categories
  • Service Technology and Rentals – IWOCS and Tooling
  • Product Line Categories
  • Service Technology and Rentals – IWOCS and Tooling

Service Technology and Rentals IWOCS and Tooling

  • Subsea Distribution – Umbilicals and

Field Development Hardware

  • Connections – Grayloc Connectors and Pipeline Repair Systems

Service Technology and Rentals IWOCS and Tooling

  • Subsea Distribution – Umbilicals and

Field Development Hardware

  • Connections – Grayloc Connectors and Pipeline Repair Systems

y p p y

  • Flow Control Solutions – BOP Control Spares and Rotator Valves
  • Highly Engineered

y p p y

  • Flow Control Solutions – BOP Control Spares and Rotator Valves
  • Highly Engineered
  • Highly Engineered
  • Worldwide Coverage
  • Highly Engineered
  • Worldwide Coverage

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Subsea Installations Forecast

$1,500 500 Tree Installations SSProducts Revenue $1,200 400 D in Millions ns $600 $900 200 300 Revenue, USD e Installation $300 $600 100 00 SSProducts R Tre $0 2011 2012 2013 2014 2015 2016F 2017F 2018F 2019F 2020F S

Source: Quest Offshore, May 2016

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Subsea Hardware Capex Forecast

B kl A P i d E d

$9,600 $1,000 s Subsea Capex, Quest May 2016 SS Products Backlog

Backlog At Period End

$6 400 $8,000 $800 SD in Million in Millions $4,800 $6,400 $400 $600 are Capex, US acklog, USD i $1,600 $3,200 $200 $400 bsea Hardwa Products Ba $0 $0 2011 2012 2013 2014 2015 2016* 2017F 2018F 2019F 2020F Sub SS

  • March 2016

Source: Quest Offshore, May 2016; Capex: hardware costs for subsea trees and control systems, manifolds, and production umbilicals 15

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SUBSEA PROJECTS

21%

Revenue Contribution Q1 2016

Diving Deepwater

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Subsea Projects Overview

f

  • GOM Shallow Water Installation and IRM

Assets Available for this Market

  • 4 Oceaneering Vessels, Diving Support
  • 3 Saturation Diving Systems
  • Deepwater Installation and IRM
  • 6 Chartered Vessels, DP
  • 2 Oceaneering Vessels, DP

1 O i V l DP d li t th d f 2016

  • 1 Oceaneering Vessel, DP, delivery at the end of 2016
  • Global Data Solutions

i l di AIRSIS i d i 2014

  • including AIRSIS, acquired in 2014
  • Survey/AUV Services - C&C Technologies

i d i 2015

  • acquired in 2015

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Leveraged to Deepwater

  • Projects Take Years to Develop
  • Projects Take Years to Develop
  • Largely Oil Reservoirs
  • with High Production Flow Rates
  • Largely Oil Reservoirs
  • with High Production Flow Rates

with High Production Flow Rates

  • Well Capitalized Customer Base
  • 50% Revenue from E&P Majors in Prior 3 Years

with High Production Flow Rates

  • Well Capitalized Customer Base
  • 50% Revenue from E&P Majors in Prior 3 Years
  • ~50% Revenue from E&P Majors in Prior 3 Years
  • Investment Based on Long-Term Commodity Price
  • ~50% Revenue from E&P Majors in Prior 3 Years
  • Investment Based on Long-Term Commodity Price

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Long Term: Offshore is Essential

D R i Si ifi

Source of

90 Incremental Bbls Existing Fields Bbls

Deepwater Remains Significant

Source of Additional ~26Mm B/D Crude Production

80 e

32% 68%

60 70 d Condensate MB/D

68%

50 60 Crude and MM

Offshore Onshore

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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 Barrels Per D 0.5 1.0 1.5 Million B 0.0 2014 2015 2016 2017 2018

Inverting Balance presented by Bloomberg; Source data from Rystad

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Strong Balance Sheet and Liquidity

C i l S d All i

  • Liquidity (at end of First Quarter 2016)

$371 Million of Cash

Capital Sources and Allocations

  • $371 Million of Cash
  • $500 Million Undrawn Revolving Credit Facility, Expiring October 2020
  • Only $19 Million of Debt Maturities Until October 2018
  • Organic Capital Expenditures
  • Expect to Range From $125 Million to $175 Million in 2016
  • Dividends
  • Dividends
  • Expect to Continue the Quarterly Dividend of $0.27 Per Share –

Subject to Anticipated EPS Levels and Board Approval

A i iti

  • Acquisitions
  • Continue to Consider Investments that Augment Our Service or Product

Offerings

  • Consider Share Repurchases

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Free Cash Flow (Through the Cycle)

(USD i illi f E i Sh )

“Free Cash Flow” (FCF) is a non-GAAP financial measurement. FCF represents cash flow provided by operating activities less organic capital expenditures (i.e., purchases of property and equipment other than those in business

(USD in millions, except for Earnings per Share amounts)

2011 2012 2013 2014 2015

  • acquisitions. Management believes that this is an important measure because it represents funds available to reduce

debt and pursue opportunities that enhance shareholder value, such as making acquisitions and returning cash to shareholders through dividends or share repurchases.

2011 2012 2013 2014 2015 Earnings Per Share 2.16 2.66 3.42 4.00 2.34 235 7 289 0 371 5 428 3 231 0 Net Income 235.7 289.0 371.5 428.3 231.0 Depreciation & Amortization 151.2 176.5 202.2 229.8 241.2 Other Changes in Cash from Operating Activities (98.3) (27.7) (42.3) 63.7 88.2 Cash from Operating Activities 288.6 437.8 531.4 721.8 560.4 Purchases of Property & Equipment (235.0) (300.6) ( 382.5) (386.9) (200.0) Free Cash Flo 53 5 137 2 148 9 334 9 360 4 Free Cash Flow 53.5 137.2 148.9 334.9 360.4

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2016 Free Cash Flow Illustration $1.00 EPS

(USD i illi )

2016

(USD in millions)

Net Income $ 100 Cash Flow Provided by Operating Activities $ 340 Purchases of Property and Equipment (150) Free Cash Flow $ 190

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2016 Outlook

  • Shaping Up to be a Challenging Year
  • Aligning our Operations with Current Activity
  • Forecasting Declines in Each Oilfield Segment,

Most Notably:

  • ROV, Outlook Remains Cloudy
  • Subsea Products, Margins to Weaken Throughout the Year

Subsea Projects Impacted by Angola although

  • Subsea Projects, Impacted by Angola, although

expecting some Seasonal Uptick

  • 2Q16 vs 1Q16 Operational Results Flat to Down

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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 Focus p

  • 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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Earnings Per Share

2016 Q1 $0 26 201 $2 34

$5.00

2016 Q1 - $0.26; 2015 - $2.34

$4.00 hare $2.00 $3.00 arnings per S $1.00 $ Ea $0.00 2008 2009 2010 2011 2012 2013 2014 2015 2016*

* First Quarter 2016

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EBITDA

$1,000 $750 s $500 SD in Millions $250 US $0 2008 2009 2010 2011 2012 2013 2014 2015 2016*

* First Quarter 2016

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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)

Q1 Q1

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 2015 Q1 2015 Q1 2016

Net Income

235 7 289 0 371 5 428 3 231 0 69 5 25 1

Net Income

235.7 289.0 371.5 428.3 231.0 69.5 25.1

Depreciation & Amortization

151.2 176.5 202.2 229.8 241.2 58.0 59.8

Subtotal

386.9 465.5 573.7 658.1 472.2 127.5 84.9

Interest Expense/Income, Net

.2 2.3 1.7 4.4 23.4 5.6 5.8

Income Tax Expense

102.2 132.9 170.8 195.2 105.3 31.7 11.4

EBITDA

489.3 600.7 746.2 857.7 600.9 164.8 102.1

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Oceaneering ROV Leading Market Position

R l O d V hi l

Ownership Drill Support Market Share

Remotely Operated Vehicles

315 31%

OII Subsea 7

110 57%

Fugro DOF Subsea C-Innovations Helix Saipem TMT TMT Technip Harkand IKM Group Other

Worldwide Fleet 1027 Vehicles* 193 Floating Rigs Contracted** 1027 Vehicles

Source: *OII Estimates - December 2015; **IHS Petrodata and OII Estimates – March 31, 2016

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Oceaneering ROV Fleet

G hi P fil M h 2016

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Geographic Profile – March 2016

103 30 25 52 72

GOM Africa Norway Brazil Asia/Pac Other

318 Vehicles

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SLIDE 33

Oceaneering ROVs on Vessels

M h 2016 March 2016

Locations Customers 24 12 18 45 37 28 28

GOM Africa Norway Other Operators Contractors

82 Vehicles

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Investor Relations Contact Suzanne Spera Director Investor Relations Director, Investor Relations 713-329-4707 InvestorRelations@Oceaneering.com

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