Roderick A. LarsonRoderick A. LarsonPresidentPresident

Barclays CEO EnergyBarclays CEO Energy--Power ConferencePower ConferenceS t b 7 2016S t b 7 2016

es de tes de t

September 7, 2016 September 7, 2016 New York, NYNew York, NY

Forward-Looking StatementsStatements

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. Theseuncertainly of future events or outcomes. These forward-lookig 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 Sh t d C h Fl

Strong Market Positions

S lid B l Sh t d C 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

Return of Capital to Our Shareholders

Leveraged to Deepwater - Longer Term, Deepwater is Still Critical to Reserve Replenishmentto Reserve 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 Offshore Oilfield Life CycleEXPLORATION

10%

DEVELOPMENT

50%

PRODUCTION

35%

DECOMMISSIONING

5%

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

PHASE

% OII Revenue

#1 Market # of OperatingFloating Drilling Rigs

# Subsea Tree Installations

# 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%Revenue Mix

35%

50%

Exploration Development Production Decommissioningp p gSource: OII Estimates: 2015

6

Revenue by Business Segment

2014 2015First Half

2016*

29%14%

7%

27%12%

10%23%

12%

16%20%

12%12%

34% 31%

20%31%

22%

$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

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Oceaneering ROV Fleet Size

350

318 ROVs as of June 30, 2016

318

350

End

300

t at P

erio

d E

250

hicl

e C

ount

Veh

2002008 2009 2010 2011 2012 2013 2014 2015 2016

Q12016 Q2

9

Floating Rig Demand History

100%300Floaters Contracted % with OII ROVs

Oceaneering 58% Market Share as of June 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

C

Source: IHS-Petrodata, June 30, 2016

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Oceaneering ROV Pricing and Fleet Utilization

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

55% Fleet Utilization as of June 30, 2016

80%

90%

100%

$9,000

$10,000

$11,000

60%

70%

80%

$6 000

$7,000

$8,000

iliza

tion

ay o

n H

ire

40%

50%

$4,000

$5,000

$6,000

Flee

t Ut

even

ue /

Da

10%

20%

30%

$1 000

$2,000

$3,000Re

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 UmbilicalsS

Revenue Contribution First Half 2016

S i lt S b H d

Supplies electric and hydraulic power to subsea trees and injects 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 Rentals

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

$9 600$1 000

Subsea Capex, Quest May 2016 SS Products Backlog

Backlog at June 30, 2016

$8,000

$9,600

$800

$1,000

n M

illion

s

llion

s

$6,400$600

pex,

US

D in

US

D in

Mi

$3,200

$4,800

$400

rdw

are

Cap

ts B

ackl

og,

$1,600$200

Subs

ea H

a

SS

Pro

duct

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

S

OII

*June 30 2016June 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

$1,200

$1,500

400

500

Mill

ions

$900300

ue, U

SD

in M

alla

tions

$600200

cts

Rev

enu

Tree

Inst

a

$300100

II S

SP

rodu

c

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

OI

Source: Quest Offshore, May 2016

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SUBSEA PROJECTS 22%

Revenue Contribution First Half 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 Vessels2 Owned

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

Spot / GOMSpot / GOM

Ocean Evolution (available 2Q 2017)

4 Chartered with TermNormand FlowerOcean Alliance

Spot / GOMContract, Shell / GOM

Dec ‘16Mar ‘18

Ocean Intervention IIIIsland Pride

,Contract, BP / W. Africa

Contract / IndiaJan ‘17Nov ‘17

Diving Support Vessels Diving Support Vessels

Survey/AUV Services, acquired in 2015

Global Data Solutions, including AIRSIS, acquired in 2014

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Strong Balance Sheet and Liquidity

Liquidity (at end of Second Quarter 2016)

Capital Sources and Allocations

Liquidity (at end of Second Quarter 2016)o $393 Million of Cash o $500 Million Undrawn Revolving Credit Facility, Expiring October 2020

Only $19 Million of Debt Maturities Until October 2018o Only $19 Million of Debt Maturities Until October 2018

Organic Capital Expenditureso Expect to Range From $100 Million to $150 Million in 2016o Expect to Range From $100 Million to $150 Million in 2016

Acquisitions o Continue to Consider Investments that Augment Our Service or Product g

Offerings

Dividendso Subject to Anticipated EPS Levels, Cash Flow, Liquidity and Board

Approval

Consider Share Repurchases Consider Share Repurchases

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Leveraged to Deepwater

Projects Take Years to Develop Projects Take Years to Develop Projects Take Years to Develop

Largely Oil Reservoirs

Projects Take Years to Develop

Largely Oil ReservoirsLargely Oil Reservoirso with High Production Flow Rates

Largely Oil Reservoirso with High Production Flow Rates

Well 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

ExpectationsExpectationsExpectations

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Long Term: Offshore is Essential

90Incremental Bbls Existing Fields Bbls

Deepwater Remains Significant

Source of Additional ~26Mm B/D

Crude Production80

90

32%70

dens

ate

68%60

e an

d C

ond

MM

B/D

Offshore Onshore

50Cru

de

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

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 Second Half Outlook

Challenged Market Has Not Changed Challenged Market Has Not Changed Aligning our Operations with Current Activity Forecasting Declines in Major Oilfield Segments,

Most Notably:o ROV: Less Utilization and Lower Average Revenue Per Day

o Subsea Products: Lower Throughput and Single Digit Marginso Subsea Products: Lower Throughput and Single Digit Margins

o Subsea Projects: Impacted by Angola, although expecting some Seasonal UptickSeasonal Uptick

2H16 vs 1H16 Operational Results Lower

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Conclusion

Longer Term Deepwater is Still Critical to Reserve Replenishment Longer Term, Deepwater is Still Critical to Reserve Replenishment

Global Provider in All Phases of Offshore Oilfield Life Cycle, with a y ,Deepwater Focus

F th Diff ti t ith I t t d S l ti Further Differentiate with Integrated Solutions

Strong Liquidity and Cash FlowStrong Liquidity and Cash Flow

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 20151H

20151H

2016

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

Net Income 235.7 289.0 371.5 428.3 231.0 135.0 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

489 3 600 7 746 2 857 7 600 9 329 5 199 1EBITDA 489.3 600.7 746.2 857.7 600.9 329.5 199.1

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Oceaneering ROV Leading Market Position

Ownership Drill Support Market Share

Remotely Operated Vehicles

Ownership Drill Support Market Share

31531% 101

58%OIISubsea 7FugroDOF Subsea

58%

C-InnovationsHelixSaipemTMTTechnipHarkandIKM GroupOtherWorldwide Fleet

1027 Vehicles*174 Floating Rigs Contracted**

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

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Oceaneering ROV FleetGeographic Profile – June 30, 2016

41

10831

21

64

53

GOM Africa Norway Brazil Asia/Pac Other

318 Vehicles

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Oceaneering ROVs on Vessels June 30, 2016

Locations Customers

2318

23

46

21

46 42

2621

GOM Africa Norway Other Operators Contractors

88 Vehicles

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Investor Relations ContactInvestor Relations Contact

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

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