Investor PresentationInvestor PresentationNovember 2016November 2016

Investor PresentationInvestor PresentationNovember 2016 November 2016

Forward-Looking StatementsStatements 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 the Offshore Oilfield Life CycleEXPLORATION

10%

DEVELOPMENT

50%

PRODUCTION

35%

DECOMMISSIONING

5%

# of OperatingFloating Drilling Rigs

# of Subsea Tree Installations

# of 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 DevelopmentOilfi ld R Mi

10%5%Oilfield Revenue Mix

35%

50%

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

6

Revenue by Business Segment

7% 10%

2014 2015First 9 Months

2016*

29%14%

7%

27%12%

10%23%

12%

13%

16%20%

31%21%

34% 31%

$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

8

g p g

Oceaneering ROV Fleet Size – 279 ROVsf S b 30 2016

350

as of September 30, 2016

300riod

End

279300

Cou

nt a

t Per

250

Vehi

cle

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 HistoryO i 6% M k Sh f S b 30 2016

100%300Floaters Contracted % with OII ROVs

Oceaneering 56% Market Share as of September 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

2016 Q3

Con

t

Source: IHS-Petrodata, September 30, 2016

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Oceaneering ROV Utilization Mix

100%

tion

75%

ctio

n U

tiliz

at

50%

RO

V F

unc

0%

25%

Aver

age

0%

Drill Support ROV Utilization Vessel Based ROV Utilization

* At September 30

Oceaneering ROV Pricing and Fleet Utilization2% Fl U ili i f S b 30 2016

100%

$

$11,000Revenue / Day on Hire Fleet Utilization

52% Fleet Utilization as of September 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 September 2016

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Subsea Products 31%

Manufactured Products

Production Control UmbilicalsSupply electric and hydraulic power to subsea trees and inject h i l i t i d ll t

Revenue Contribution First Nine Months, 2016

Specialty Subsea Hardware

chemicals into reservoirs and well streams.

Field development hardware used to connect production trees to

Service and Rental

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

Service and Rental

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 S b 30 2016 i $ illi

$9,600$1,000

Subsea Capex, Quest August 2016 SS Products Backlog

Backlog at September 30, 2016, in $ millions

$6 400

$8,000$800

Cap

ex

ackl

og

$4,800

$6,400

$400

$600

a H

ardw

are

C

Pro

duct

s B

a

$1,600

$3,200

$200

$400

Sub

sea

OII

SS

$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

$1,200400

in $

Mill

ions

ns

$600

$900

200

300

ts R

even

ue,

ee In

stal

latio

n

$300

$600

100

00

OII

SS

Pro

duct

Tre

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

O

Source: Quest Offshore, August 2016

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Subsea Projects 21%

Revenue Contribution First Nine Months, 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

3 Owned

Assets Available for this Market

3 Owned Ocean InterventionOcean Intervention IIOcean Evolution (available late 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 ‘18Apr ‘17Nov ‘17

Diving Support Vessels

Survey/AUV Services Survey/AUV Services

Global Data Solutions

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Strong Balance Sheet and LiquidityC i l S d All i

Liquidity (at end of third quarter 2016)$442 million of cash $300 million in the U S

Capital Sources and Allocations

o $442 million of cash, $300 million in the U.S. o $500 million undrawn revolving credit facility, expiring October 2021o First debt maturities $30 million in October 2018

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

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

offerings

Di id d Dividendso Lowered to a more sustainable level.

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 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 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 ~29.3Mm B/D

Liquids Production80

D

29%

60

70

quid

s M

MB

/D

71%

50

60

Tota

l Liq

Offshore Onshore

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

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 Fourth Quarter and FY 2017 Outlook

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 and drydocking of Ocean Patriot

o Asset Integrity: seasonal decrease in global demand and competitive pricing

2017 marginally profitable at the operating income level 2017 marginally profitable at the operating income level

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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

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)

T9M T9M

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 20159

20159

2016

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 $ 261.4

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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)

T9M T9M

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 2015 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 2by Operating Activities (98.3) (27.7) (42.3) 63.7 88.2 ( 13.9) 33.2Cash 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 PositionR l O d V hi l

Ownership Drill Support Market Share

Remotely Operated Vehicles

31531%

OIISubsea 7Fugro

9156%

FugroDOF SubseaC-InnovationsHelixSaipemTMTTechnipIKM GroupOther

Worldwide Fleet1027 Vehicles*

162 Floating Rigs Contracted**1027 Vehicles

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

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Oceaneering ROV Fleet – 279 ROVsG hi P fil S b 30 2016

97

90

100

Geographic Profile – September 30, 2016

60

70

80

46 4840

40

50

60

RO

Vs

1929

10

20

30

0

10

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

28

Oceaneering ROVs on Vessels – 94 ROVsG hi P fil S b 30 2016

3030

35Geographic Profile – September 30, 2016

18

2224

20

25

30

s 18

15

20R

OVs

5

10

0GOM Africa Norway Other

Approximately 60% of Oceaneering’s vessel-base

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

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customers are contractors, and 40% are operators

Investor Relations Contact

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

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