Investor PresentationInvestor PresentationJanuary 2017January 2017

Forward-Looking StatementsStatementsStatements 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. Theseuncertainly 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 lookingmaterially 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 otherFor 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 Global provider of diversified services and products in all phases Global provider of diversified services and products in all phases of the offshore oilfield life cycle Global provider of diversified services and products in all phases

of the offshore oilfield life cycle

Strong market positions

S lid b l h t d h fl

Strong market positions

S lid b l h t d h fl Solid balance sheet and cash flow

Return of capital to our shareholders

Solid balance sheet and cash flow

Return of capital to our shareholdersReturn 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 reserve replenishmentreserve replenishment

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5 Operating Segments

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

2 Subsea Products

1. Remotely Operated Vehicles ( ROVs )

2 Subsea Products2. Subsea Products

3 Subsea Projects

2. Subsea Products

3 Subsea Projects3. Subsea Projects

4. Asset Integrity

3. Subsea Projects

4. Asset Integrity4. Asset Integrity

5. Advanced Technologies

4. Asset Integrity

5. Advanced Technologies gg

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In All Phases of the Offshore Oilfield Life CycleEXPLORATION

10%

DEVELOPMENT

50%

PRODUCTION

35%

DECOMMISSIONING

5%

# of Operating # of Subsea Tree # of Subsea Trees # of Field

PHASE

% OII Revenue

#1 Market # of OperatingFloating Drilling Rigs

# of Subsea Tree Installations

# of Subsea TreesIn Service

# of Field Abandonments

#1 Market Driver

Business Segment Product

and S i

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

Service Revenue Streams

• ROV• Survey (SP)• Tooling (SSP)• IWOCS – Installation &

Workover Control Systems

• ROV• Tooling (SSP)• IWOCS (SSP)• Subsea Hardware (SSP)• Vessel-based Inspection,

• ROV • Tooling (SSP)• IWOCS (SSP)

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

Services (SP)• Inspection Services (AI)

Maintenance & Repair Services (SP)

• Inspection Services (AI)

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

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Largest Exposure is in Field Development

10%5%Oilfield Revenue Mix

35%

50%

Exploration Development Production Decommissioningp p gSource: OII Estimates: 2015

6

Revenue by Business Segment

2014 2015First 9 Months

2016*

29%14%

7%

27%12%

10%23%

13%

16%20%

12%12%

34% 31%

20%31%21%

$3.7 Billion $3.1 Billion $1.8 Billion

ROV Subsea Products Subsea Projects Asset Integrity Advanced Technologies

* Nine Months Ended September 30, 2016

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Remotely Operated Vehicles 23%

Revenue Contribution First Nine Months, 2016

Flagship of the Oceaneering Franchise

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Oceaneering ROV Fleet Size – 279 ROVs

350

as of September 30, 2016

350

End

279300

t at P

erio

d E

250

hicl

e C

ount

Veh

2002008 2009 2010 2011 2012 2013 2014 2015 2016

Q12016 Q2

2016 Q3*

9

* Retired 39 ROVs in the third quarter of 2016.

Floating Rig Demand History

100%300Floaters Contracted % with OII ROVs

Oceaneering 56% Market Share as of September 30, 2016

75%

100%

250

300

d En

d

75%200

I RO

Vs

gs a

t Per

iod

50%

100

150

% w

ith O

I

Floa

ting

Rig

25%50

Con

tract

ed F

0%02014 Q1

2014 Q2

2014 Q3

2014 Q4

2015 Q1

2015 Q2

2015 Q3

2015 Q4

2016 Q1

2016 Q2

2016 Q3

C

Source: IHS-Petrodata, September 30, 2016

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Oceaneering ROV Utilization Mix

100%Drill Support ROV Utilization Vessel Based ROV Utilization

75%

100%

tion

75%

ctio

n U

tiliz

at

50%

RO

V F

unc

25%

Aver

age

0%

* At September 30

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Oceaneering ROV Pricing and Fleet Utilization

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

52% Fleet Utilization as of September 30, 2016

80%

90%

100%

$9,000

$10,000

$11,000

60%

70%

$6,000

$7,000

$8,000

iliza

tion

ay o

n H

ire

30%

40%

50%

$3 000

$4,000

$5,000

Flee

t Ut

even

ue /

Da

10%

20%

$1,000

$2,000

$3,000Re

0%$02008 2009 2010 2011 2012 2013 2014 2015 2016*

* YTD September 2016

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Subsea Products 31%

Manufactured Products

Production Control UmbilicalsS

Revenue Contribution First Nine Months, 2016

S i lt S b H d

Supply electric and hydraulic power to subsea trees and inject chemicals into reservoirs and well streams.

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

Service and Rental

Also includes connectors and valves.

T li & S b W k S tTooling & Subsea Work SystemsSupport drilling, construction, field maintenance, and plugging and abandonment activities.

Support drilling, construction, field maintenance, and plugging and abandonment activities

Installation and Workover Control Systems (IWOCS)

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abandonment activities.

Subsea Hardware Capex Forecast

$9 000$1 000

Subsea Capex, Quest August 2016 SS Products Backlog

Backlog at September 30, 2016, in $ millions

$7,200

$9,000

$800

$1,000

xg

$5,400$600

war

e C

apex

ucts

Bac

klog

$3,600$400

bsea

Har

dw

II S

S P

rodu

$1,800$200 SuO

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

* At September 30, 2016Source: Quest Offshore, August 2016; Capex: hardware costs for subsea trees/control systems, manifolds, and production umbilicals

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Subsea Installations Forecast

$1 500500

Tree Installations SSProducts Revenue

$1,200

$1,500

400

500

Mill

ions

$900300

enue

, in

$ M

alla

tions

$600200

oduc

ts R

ev

Tree

Inst

a

$300100

OII

SS

Pro

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

Source: Quest Offshore, August 2016

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Subsea Projects 21%

Revenue Contribution First Nine Months, 2016

Change out photo and replace with

AUVAUV

Consist of Project Management, Survey, Subsea

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Installation and IMR Services

Subsea Projects Overview

Deepwater Multi-Purpose Supply VesselsSpot or

Contract LocationCharter

End

Assets Available for this Market

Deepwater Multi Purpose Supply Vessels3 Owned

Ocean InterventionOcean Intervention IIO E l ti ( il bl l t 2Q 2017)

SpotSpot N/A

GOMGOM

N/AN/AN/AOcean Evolution (available late 2Q 2017) N/A N/A

4 Chartered with TermNormand FlowerOcean Alliance

SpotContract, Shell

GOMGOM

Dec ‘16Mar ‘18

Ocean Intervention IIIIsland Pride

,Contract, BP

Contract W. Africa

IndiaApr ‘17Nov ‘17

Diving Support Vessels Diving Support Vessels

Survey/AUV Services

Global Data Solutions

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Strong Balance Sheet and Liquidity

Liquidity (at end of third quarter 2016)

Capital Sources and Allocations

Liquidity (at end of third quarter 2016)o $442 million of cash, $300 million in the U.S. o $500 million undrawn revolving credit facility, expiring October 2021

First debt maturities $30 million in October 2018o First debt maturities $30 million in October 2018

Organic capital expenditureso Expect to range from $110 million to $125 million in 2016o Expect to range from $110 million to $125 million in 2016

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

offerings

Dividendso Lowered to a more sustainable level

Consider share repurchases

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Leveraged to Deepwater

Projects take years to develop Projects take years to developProjects take years to develop

Largely oil reservoirs

Projects take years to develop

Largely oil reservoirso With high production flow rates

Well capitalized customer base

o With high production flow rates

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

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

Investment based on long-term commodity price expectations Investment based on long-term commodity price expectations

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Long Term: Offshore is Essential

90Incremental Bbls Existing Fields Bbls

Deepwater Remains Significant

Source of Additional ~29.3Mm B/D

Liquids Production80

90

29%70

MM

B/D

71%60

al L

iqui

ds M

Offshore Onshore

50Tota

40

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

4.0

2.5

3.0

s P

er D

ay

1.5

2.0

lion

Bar

rels

0.5

1.0Mil

0.02014 2015 2016 2017 2018

Inverting Balance presented by Bloomberg; Source data from Rystad

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2016 Fourth Quarter and FY 2017 Outlook

Challenging market continues Challenging market continues

Aligning our operations with anticipated level of activity

Forecasting 4Q declines from each of our oilfield segments o ROV: fewer working days and lower average revenue per day

o Subsea Products: lower throughput and low single digit margins

o Subsea Projects: seasonal decrease in GOM diving activities ando Subsea Projects: seasonal decrease in GOM diving activities and drydocking of Ocean Patriot

o Asset Integrity: seasonal decrease in global demand and g y gcompetitive pricing

2017 marginally profitable at the operating income levelg y p p g

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Conclusion

Longer term deepwater is still critical to reserve replenishmentLonger term, deepwater is still critical to reserve replenishment

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

Further differentiate with integrated solutions Further differentiate with integrated solutions

Strong liquidity and cash flowg q y

Maintain or grow our market positions

Emerge from the current cycle ready for the upturn

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EBITDA Reconciliation to Net Income

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

l t t l d i th b i f ti f d th t thi t b d b

(USD in millions)

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 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 2015T9M2015

T9M 2016

for Oceaneering s historical and projected results on a consolidated basis for the periods indicated:

Net Income $ 235.7 $ 289.0 $ 371.5 $ 428.3 $ 231.0 $ 203.5 $ 35.6

Depreciation & Amortization 151.2 176.5 202.2 229.8 241.2 183.5 194.0

Subtotal 386.9 465.5 573.7 658.1 472.2 387.0 229.6

Interest Expense/Income, Net 0.2 2.3 1.7 4.4 23.4 17.5 15.6

Income Tax Expense 102.2 132.9 170.8 195.2 105.3 92.7 16.2

EBITDA $ 489 3 $ 600 7 $ 746 2 $ 857 7 $ 600 9 $ 497 2 $ 261 4EBITDA $ 489.3 $ 600.7 $ 746.2 $ 857.7 $ 600.9 $ 497.2 $ 261.4

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Free Cash Flow (Through the Cycle)

“Free Cash Flow” (FCF) is a non-GAAP financial measurement. FCF represents cash flow provided by operating

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

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 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 2015T9M2015

T9M 2016

Earnings Per Share $ 2.16 $ 2.66 $ 3.42 $ 4.00 $ 2.34 $ 2.06 $ 0.36

Net Income $ 235.7 $ 289.0 $ 371.5 $ 428.3 $ 231.0 $ 203.5 $ 35.6

Depreciation & Amortization 151.2 176.5 202.2 229.8 241.2 183.5 194.0

Other Changes in Cash Provided by Operating Activities (98.3) (27.7) (42.3) 63.7 88.2 ( 13.9) 33.2Cash ProvidedCash Provided by Operating Activities 288.6 437.8 531.4 721.8 560.4 373.1 262.8Purchases of Property & Equipment (235.0) (300.6) ( 382.5) (386.9) (200.0) (139.2) ( 83.4)

Free Cash Flow $ 53.5 $ 137.2 $ 148.9 $ 334.9 $ 360.4 $ 233.8 $ 179.4

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Oceaneering ROV Leading Market Position

Ownership Drill Support Market Share

Remotely Operated Vehicles

Ownership Drill Support Market Share

31531% 91

56%OIISubsea 7FugroDOF SubseaC-InnovationsC InnovationsHelixSaipemTMTTechnipIKM GroupOther

Worldwide Fleet1027 Vehicles*

162 Floating Rigs Contracted**

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

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Oceaneering ROV Fleet – 279 ROVs

97100

Geographic Profile – September 30, 2016

97

80

90

100

46 4850

60

70

OV

s

46 48

2940

30

40

50

RO

19

10

20

0GOM Africa Norway Brazil Asia/Pac Other

Other includes Canada, Mexico, United Kingdom, and the Middle East.

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Oceaneering ROVs on Vessels – 94 ROVs

35

Geographic Profile – September 30, 2016

3030

35

18

2224

20

25

Vs

10

15RO

5

10

0GOM Africa Norway Other

Approximately 60% of Oceaneering’s vessel-base customers are contractors and 40% are operators

Other includes Canada, Mexico, United Kingdom, Middle East, Asia, and Brazil.

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customers are contractors, and 40% are operators

Investor Relations ContactInvestor Relations Contact

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

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