UBS Global Oil And Gas Conference - Oceaneering

Marvin J. MiguraS i ViSeniorVice PPresidentid tUBS Global Oil and Gas ConferenceMay 24,24 2016Austin, TX

Forward-Looking StatementsStatements we make in this presentation that express a belief, expectation, or intentionare forward looking. Forward-looking statements are generally accompanied by wordssuch as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,”“budgetbudget,” “goalgoal,” or other words that convey the uncertainly of future events or outcomesoutcomes.These forward-looking statements are based on our current information and expectationsthat involve a number of risks, uncertainties, and assumptions. Among the factors thatcould cause the actual results to differ materially from those indicated in the forwardlooking statements are: industry conditionsconditions, prices of crude oil and natural gasgas, our abilityto obtain and the timing of new projects, and changes in competitive factors. Should oneor more of these risks or uncertainties materialize, or should the assumptions underlyingthe forward-looking statements prove incorrect, actual outcomes could vary materiallyfrom those indicatedindicated.For additional information regarding these and other factors, see our periodic filings withthe Securities and Exchange Commission, including our most recent Reports on Forms10-K and 10-Q.2

Why OII? Global Provider of Diversified Services and Products in All Phasesoff theh OffOffshorehOilfieldOilfi ld LifeLif CCyclel Strong Balance Sheet and Cash Flow Continue to Maintain or Grow Our Market Positions Return Capital to Our Shareholders Experienced Management Team Longer Term, Deepwater is Still Critical to Reserve Replenishment3

About Oceaneering – Five Operating Segments ROV Subsea Products Subsea Projects Asset Integrity AdvancedAddTTechnologiesh l i4

About OII – In All Phases of Offshore Oilfield Life CyclePHASE% OII Revenue#1 MarketDrivereBusinessSegmentP d MENTPRODUCTIONDECOMMISSIONING10%50%35%5%# of Operatingg Drillingg RigsgFloating ROV Survey (SP) Tooling (SSP)# Subsea TreeInstallations ROV Remotely Operated Vehicles5ROVSurvey (SP)Tooling (SSP)IWOCS – InstallationI t ll ti &Workover Control Systems(SSP)Subsea Hardware (SSP)Umbilicals (SSP)Vessel-based InstallationServices (SP)Inspection SerServicesices (AI)SSP Subsea Products# Subsea TreesIn Service ROVTooling (SSP)IWOCS (SSP)S bSubseaHHardwared(SSP)Vessel-based Inspection,Maintenance & RepairServices (SP) Inspection Services (AI)SP Subsea Projects# of FieldAbandonments ROV Tooling (SSP) IWOCS (SSP)AI Asset Integrity

Largest Exposure is in Field ce: OII Estimates: 20156DevelopmentProductionDecommissioning

Revenue by Business Segment20147%10%14%29%16% 3.7 BillionROV711%%Subsea Products24%27%12%12%20%34%20152016 Q1201521%31% 3.1 BillionSubsea Projects32% 600 MillionAsset IntegrityAdvanced Technologies

REMOTELY OPERATED VEHICLES24%Revenue ContributionQ1 20168

Oceaneering ROV Fleet Size318 ROVROVs as off MMarchh 2016Vehicle Count at Perriod 01420152016 Q1

Floating Rig Demand HistoryOOceaneeringi 57%%MMarketk ShShare as off MarchM h 31,31 2016Floaters Contracted% with OII ROVs100%25075%20015050%10025%5000%2014 Q1 2014 Q2 2014 Q3 2014 Q4 2015 Q1 2015 Q2 2015 Q3 2015 Q4 2016 Q1Source: IHS-Petrodata, March 31, 201610%wwith OII ROVsConttracted Floating Rigs at PPeriod End300

Oceaneering ROV Pricing and Fleet Utilization6% Flili i as off Mh 201656%Fleet UUtilizationMarchFleet Utilization 11,000100% 10,00090% 9,00080% 8,00070% 7,00060% 6,00050% 5,000 ,40% 4,00030% 3,000 2 000 2,00020% 1,00010% 00%2008* YTD March 20161120092010201120122013201420152016*Fleet Utilizationue / Day on HHireRevenuRevenue / Day on Hire

32%SUBSEA PRODUCTSRevenue ContributionQ1 2016UmbilicalsTooling & SubseaWork SystemsIInstallationt ll ti anddWorkover ControlSystemsSubsea Hardware12

Subsea Products Required for Every Subsea Completion Product Line Categories Service Technology and Rentals – IWOCS and Tooling Subsea Distribution – Umbilicals andField Development Hardware Connections – GraylocyConnectors and PipelinepRepairp Systemsy Flow Control Solutions – BOP Control Spares and Rotator Valves Highly Engineered Worldwide Coverage13

Subsea Installations ForecastSSProducts Revenue500 1,500400 1,200300 90020000 600100 3000 0201120122013Source: Quest Offshore, February 201614201420152016F 2017F 2018F 2019F 2020FSSProducts RSRevenue, USDD in MillionsnsTree InstallationTree Installations

Subsea Products BacklogA PAtPeriodi dEEndd 1,000USSD in Million 800 600 400 00 200 02008* March 20161520092010201120122013201420152016*

21%SUBSEA PROJECTSRevenue ContributionQ1 2016DivingDeepwater16

Subsea Projects OverviewAssets Available forf this Market GOM Shallow Water Installation and IRM 4 Oceaneering Vessels, Diving Support 3 Saturation Diving Systems Deepwater Installation and IRM 6 Chartered Vessels, DP 2 Oceaneering Vessels, DP 1OOceaneeringi VVessel,l DPDP, ddeliveryliatt ththe endd off 2016 Global Data Solutions includingi l di AIRSISAIRSIS, acquiredi d ini 2014 Survey/AUV Services - C&C Technologies acquiredi d iin 201517

Leveraged to Deepwater Projects Take Years to Develop Largely Oil Reservoirs with High Production Flow Rates Well Capitalized Customer Base 50%50% Revenue from E&P Majors in Prior 3 Years Investment Based on Long-Term Commodity Price18

Long Term: Offshore is EssentialDDeepwaterRRemainsi SiSignificantifiIncremental BblsExisting Fields Bbls90Source ofAdditional 26Mm B/DCrude ProductionCrude andd CondensateeMMMB/D80706032%68%50Offshore40Source: Morgan Stanley Research , Wood Mackenzie, Rystad Energy, and Company Data – March 201619Onshore

Expect Extended Declines from Producing FieldsNew Production from New FieldsDecline from Aging Fields4.0Million BBarrels Per g Balance presented by Bloomberg; Source data from Rystad2020172018

Strong Balance Sheet and LiquidityC i lSCapitalSources andd AllAllocationsi Liquidity (at end of First Quarter 2016)o 371 Million of Casho 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 125 Million to 175 Million in 2016 Dividendso Expect to Continue the Quarterly Dividend of 0.27 Per Share –Subject to Anticipated EPS Levels and Board Approval AcquisitionsAi itio Continue to Consider Investments that Augment Our Service or ProductOfferings Consider Share Repurchases21

Free Cash Flow (Through the Cycle)(USD ini millions,illiexcept ffor EEarningsiper ShShare amounts))“Free Cash Flow” (FCF) is a non-GAAP financial measurement. FCF represents cash flow provided by operatingactivities less organic capital expenditures (i.e., purchases of property and equipment other than those in businessacquisitions. Management believes that this is an important measure because it represents funds available to reducedebt and pursue opportunities that enhance shareholder value, such as making acquisitions and returning cash toshareholders through dividends or share t Income235 7235.7289 0289.0371 5371.5428 3428.3231 0231.0Depreciation & Amortization151.2176.5202.2229.8241.2Other Changes in Cash fromOperating Activities(98.3)(27.7)(42.3)63.788.2Cash from Operating Activities288.6437.8531.4721.8560.4(235.0)(300.6)( 382.5)(386.9)(200.0)53 553.5137 2137.2148 9148.9334 9334.9360 4360.4Earnings Per SharePurchases of Property & EquipmentFree Cash FloFlow222012

2016 Free Cash Flow Illustration 1.00 EPS(USD ini millions)illi)2016Net Income 100Cash Flow Provided by Operating ActivitiesPurchases of Property and Equipment 340(150)Free Cash Flow 19023

2016 Outlook Shaping Up to be a Challenging Year Aligning our Operations with Current Activity Forecasting Declines in Each Oilfield Segment,Most Notably:o ROV, Outlook Remains Cloudyo Subsea Products, Margins to Weaken Throughout the Yearo Subsea Projects,Projects Impacted by Angola,Angola althoughexpecting some Seasonal Uptick 2Q16 vs 1Q16 Operational Results Flat to Down24

Conclusion Longer Term, Deepwater is Still Critical to Reserve Replenishment Global Provider in All Phases of Offshore Oilfield Life Cycle, with aDeepwaterpFocus Further Differentiate with Integrated Solutions Strong Liquidity and Cash Flow Maintain or Grow Our Market Positions Emerge from the Current Cycle Ready for the Upturn25

Earnings Per Share2016 Q1 - 0.26; 0 26 2012015 - 2.34 2 34 5.00Eaarnings per Share 4.00 3.00 2.00 1.00 0.002008* First Quarter 20162720092010201120122013201420152016*

EBITDA 1,000USSD in Millionss 750 500 250 02008* First Quarter 20162820092010201120122013201420152016*

EBITDA Reconciliation to Net Income(USD ini millions)illi)Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measurement. Oceaneering’smanagement uses EBITDA because we believe that this measurement is a widely accepted financial indicator used by investors andanalysts to analyze and compare companies on the basis of operating performance, and that this measurement may be used by someinvestors and others to make informed investment decisions. You should not consider EBITDA in isolation from or as a substitute for netincome or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability orliquidity. EBITDA calculations by one company may not be comparable to EBITDA calculations made by another company. Thefollowing 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 EndedNet Income235 7 289.0235.7289 0 371.5371 5 428.3428 3 231.0231 069 569.525 125.1Depreciation & Amortization151.2 176.5 202.2 229.8 241.258.059.8Subtotal386.9 465.5 573.7 658.1 472.2 127.584.923.45.65.8Income Tax Expense102.2 132.9 170.8 195.2 105.331.711.4EBITDA489.3 600.7 746.2 857.7 600.9 164.8 102.1Interest Expense/Income, Net29Q1Q12011 2012 2013 2014 2015 2015 2016.22.31.74.4

Oceaneering ROV Leading Market PositionRRemotelyl OOperateddVVehicleshi lOwnershipDrill Support Market Share31531%Worldwide Fleet11057%OIISubsea 7FugroDOF SubseaC-InnovationsHelixSaipemTMTTechnipHarkandIKM GroupOther193 Floating Rigs Contracted**1027 VehiclesVehicles*Source: *OII Estimates - December 2015; **IHS Petrodata and OII Estimates – March 31, 201631

Oceaneering ROV FleetGGeographichi PProfilefil – MarchM h 20163630103255272GOMAfricaNorwayBrazil318 Vehicles32Asia/PacOther

Oceaneering ROVs on VesselsM h rwayOther82 Vehicles33OperatorsContractors

Investor Relations ContactSuzanne SperaDirector Investor eaneering.com34

UBS Global Oil and Gas Conference May 24, 2016 Austin, TX. Forward-Looking Statements Statements we make in this presentation that express a belief, expectation, or intention are forward looking. Forw