Cowen and Company5th Annual Ultimate Energy Conference

December 1, 2015New York, NY

M. Kevin McEvoyChief Executive Officer

Safe Harbor Statement

Chief Executive OfficerOceaneering International, Inc.

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 orother 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 to obtain and the timing of new projects and changesability 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, g g ,see our periodic filings with the Securities and Exchange Commission, including our most recent Reports on Forms 10-K and 10-Q.

OII in the Offshore Oilfield Life CycleEXPLORATION DEVELOPMENT PRODUCTION DECOMMISSIONING

# of OperatingFloating Drilling Rigs

# Subsea Tree Installations

# Subsea TreesIn Service

# of Field Abandonments

PHASEPHASE

#1 Market #1 Market DriverDriver

Business Business Segment Segment P d tP d t

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

Product Product and and

Service Service Revenue Revenue StreamsStreams

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

•• ROVROV•• Tooling (SSP)Tooling (SSP)•• IWOCS (SSP)IWOCS (SSP)

•• ROV ROV •• Tooling (SSP)Tooling (SSP)•• IWOCS (SSP)IWOCS (SSP)

•• IWOCS IWOCS –– Installation & Installation & Workover Control Systems Workover Control Systems (SSP)(SSP)

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

Services (SP)Services (SP)I ti S i (AI)I ti S i (AI)

•• Subsea Hardware (SSP)Subsea Hardware (SSP)•• VesselVessel--based Inspection, based Inspection,

Maintenance & Repair Maintenance & Repair Services (SP)Services (SP)

•• Inspection Services (AI) Inspection Services (AI)

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

•• Inspection Services (AI)Inspection Services (AI)

OII Offshore Life Cycle Business Exposure

5%

Revenue Mix

15%

25%

55%

Exploration Development Production Decommissioning

Source: OII Estimates

Earnings Per Share Guidance2015 Estimate $2 60 to $2 66Earnings Per Share Guidance2015 Estimate $2 60 to $2 66

$5.00Actual Low Estimate High Estimate

2015 Estimate $2.60 to $2.662015 Estimate $2.60 to $2.66

$4.00

$5.00

are

$2 00

$3.00

ngs

per S

h

$1.00

$2.00

Ear

ni

$0.002008 2009 2010 2011 2012 2013 2014 2015E

OII 2015 Guidance Range as of October 28, 2015

Relative EPS PerformanceTo 2008 OSX PeakRelative EPS PerformanceTo 2008 OSX PeakTo 2008 OSX PeakTo 2008 OSX Peak

150%OII OSX w/o OII

75%

100%

125% Relative to:2008 Up ≈ 55%2014 Down ≈ 30%

25%

50%

75%

-50%

-25%

0%Relative to:2008 Down ≈ 55%2014 Down ≈ 40%

-75%

-50%

2008 2009 2010 2011 2012 2013 2014 2015E

Based on First Call Actual and Mean Estimates as of October 30, 2015

Cost-Cutting Initiatives

• Partnering with Customers and Suppliers to Find Cost Effective Solutions

• Partnering with Customers and Suppliers to Find Cost Effective SolutionsCost Effective Solutions

• Right-Sizing Workforce

Cost Effective Solutions

• Right-Sizing Workforce

• Reducing Training Expenses• Reducing Training Expenses

• Obtaining Supplier Price Concessions• Obtaining Supplier Price Concessions

• Reducing Incentive & Deferred Compensation

• Lowering Organic CAPEX

• Reducing Incentive & Deferred Compensation

• Lowering Organic CAPEX• Lowering Organic CAPEX• Lowering Organic CAPEX

Segment Outlook Q4 2015Q4 2015

SEGMENT OPERATING INCOMESEGMENT OPERATING INCOME

ROV < Q3ROV < Q3

Subsea Products ~ Q3Subsea Projects < Q3 Subsea Products ~ Q3Subsea Projects < Q3 Asset Integrity < Q3Advanced Technologies > Q3Asset Integrity < Q3Advanced Technologies > Q3Advanced Technologies > Q3Unallocated Expenses > Q3Advanced Technologies > Q3Unallocated Expenses > Q3

2015 Capital Sources & Allocations

Potential Allocations

O i C E

Potential Allocations

O i C E

Current Sources

C h t S t 30 2015

Current Sources

C h t S t 30 2015 • Organic Cap Ex– $200 MM to $250 MM

• Organic Cap Ex– $200 MM to $250 MM

• Cash at Sept 30, 2015– $271 MM

• Cash at Sept 30, 2015– $271 MM

• Acquisitions– ≈ $230 MM & More

• Acquisitions– ≈ $230 MM & More

• Estimated 2015 EBITDA– > $640 MM

• Estimated 2015 EBITDA– > $640 MM

• Cash Dividends– ≈ $108 MM

• Cash Dividends– ≈ $108 MM

• Bank Revolver– $500 MM Undrawn

• Bank Revolver– $500 MM Undrawn

• Share Repurchases– $101 MM +TBD

• Share Repurchases– $101 MM +TBD$$

Strong Free Cash Flow$ in millions

2015YTD*YTD

Net Income for the Period $204Net Income for the Period $204

Cash Flows from Operating Activities $373P h f P t d E i t (139)Purchases of Property and Equipment (139)

Free Cash Flow $234

Free Cash Flow as % of Net Income 115%

*Through September 30, 2015

2016 Earnings Outlook

• Less Than 2015 Projected Earnings• Less Than 2015 Projected Earnings

– Additional Customer Spending Cuts– Additional Customer Spending Cuts

• Reductions in Offshore Activities, includingFewer Contracted Floating Rigs

• Reductions in Offshore Activities, includingFewer Contracted Floating Rigs

Long Term: Offshore is EssentialDeepwater Remains Significant

Source of Additional ~29Mm B/D

Deepwater Remains Significant

90 Incremental Bbls Existing Fields Bbls

4.31

9 35

Additional ~29Mm B/D Crude Production

80

e

4.74

9.35

60

70

d C

onde

nsat

eM

B/D

7.293.3

Ultra DeepwaterD t

50

60

Cru

de a

nd MM

DeepwaterShelfUS ShaleConventional Land

40

Source: Morgan Stanley Research , Wood Mackenzie, Rystad Energy, and Company Data – June 2015

Offshore Final Investment Decisions (FIDs)Expected Capital Expenditure Approvals

$400

$ in billions

Expected Capital Expenditure Approvals

$300

$350

$150

$200

$250

$50

$100

$150

$0

$

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Approved Producing Approved Development Pending ApprovalApproved Producing Approved Development Pending Approval

Source: Rystad Energy, Morgan Stanley Research – July 6, 2015

OII Summary

• Challenging Time• Challenging Time

– Well Positioned for Inevitable Rebound– Well Positioned for Inevitable Rebound

• Intend to Continue Investing for the Future& Returning Capital to Our Shareholders

• Intend to Continue Investing for the Future& Returning Capital to Our Shareholders

• Deepwater Focus Remains Sound• Deepwater Focus Remains Sound– Long-Term Prospects Are Promising– Long-Term Prospects Are Promising

®®

Supplemental Financial Information

EBITDA

$900

$1,000

in millions Actual Low Estimate High Estimate

$700

$800

$900

$400

$500

$600

$100

$200

$300

$0

$100

* 2015 - $640 MM-$660 MMBased on OII EPS Guidance as of October 28, 2015See Next Slide For Non-GAAP Reconciliation to Net Income

EBITDA Reconciliation to Net IncomeEarnings 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 income or cash flow measures prepared in

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 income or cash flow measures prepared inshould 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:

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 December 31, 2010 2011 2012 2013 2014 2015E 2015E(in millions of $) LOW HIGH

Net Income 200.5 235.7 289.0 371.5 428.3 255 265

Depreciation & Amortization 153.7 151.2 176.5 202.2 229.8 245 250

Subtotal 354.2 386.9 465.5 573.7 658.1 500 515

Interest Expense/Income, Net 5.4 .2 2.3 1.6 4.4 25 25

Income Tax Expense 104.7 102.2 132.9 170.8 195.1 115 120

EBITDA 464.3 489.3 600.7 746.2 857.7 640 660

Free Cash Flow

“Free Cash Flow” (FCF) is a non-GAAP financial measurement. FCF represents cash flow from operations less organic capital expenditures (i.e., capital expenditures excluding those for business acquisitions or other investments). Management believes that this is an important measure because it represents funds available to pursue

“Free Cash Flow” (FCF) is a non-GAAP financial measurement. FCF represents cash flow from operations less organic capital expenditures (i.e., capital expenditures excluding those for business acquisitions or other investments). Management believes that this is an important measure because it represents funds available to pursuethat this is an important measure because it represents funds available to pursue opportunities that enhance shareholder value such as making acquisitions or other investments, and returning cash to owners through share repurchases and dividends, or to reduce debt.

that this is an important measure because it represents funds available to pursue opportunities that enhance shareholder value such as making acquisitions or other investments, and returning cash to owners through share repurchases and dividends, or to reduce debt.

Business Segments

11% 4%3%

Revenue Operating Income

27%12%

11%

41%19%

4%

41%

30%

20%

33%30%ROVSubsea ProductsSubsea Projects

33%

Asset IntegrityAdtech

September YTD 2015

Supplemental Market Information

Rig Fleet, Non-PBR Brazil at September 30 2015at September 30, 2015

• 173 Rigs Under ContractOII 65%• OII on 65%

• OII on 75% of Drillships/6th Gen Rigs

• 47 Rigs On Order • 8 Rigs Have Operator Contracts• 8 Rigs Have Operator Contracts

– 7 ROV Contracts - OII – 1 ROV Contract - Competitor

• 39 Rigs Do Not Have Operator Contracts

Source: IHS-Petrodata Data & OII Estimates, September 30, 2015

Floating Rig Demand History

300s 275

250

300

loat

ing

Rig

s

200

ontra

cted

Fl

150

ear-E

nd C

o

Demand at Sept 30, 2015 - 222

100

Ye

Source: IHS-Petrodata

Leading Market PositionRemotely Operated VehiclesRemotely Operated Vehicles

Ownership Drill Support Market Share

OII - 336 OII – 12736% 57%

Worldwide Fleet937 Vehicles*

222 Floating Rigs Contracted**

Source: *OII Estimates - December 2014; **IHS Petrodata – September 2015

Oilfield ROV Fleet

Ownership Drill Support Market Share

OII – 12757%

OII – 33636% 57%36%

OIISubsea 7FugroDOF SubseaSaipemC-InnovationsHelixTechnipTMTOther

Worldwide Fleet937 Vehicles*

222 Floating Rigs Contracted**937 Vehicles

Source: *OII Estimates - December 2014; **IHS Petrodata and OII Estimates – September 30, 2015

OII ROV FleetGeographic Profile – September 2015

35

g p p

10734

35

28

7756

77

GOM Africa Norway Brazil Asia/Pac Other

337 Vehicles

OII ROVs on Vessels September 2015p

Locations Customers

318

10

318

48 49

24

24

GOM Africa Norway Asia Other Operators Contractors

97 Vehicles

OII ROV Pricing and Fleet UtilizationOII ROV Pricing and Fleet Utilization

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

90%$9,000

70%

80%

$5 000

$7,000

60%

70%

$3,000

$5,000

50%$1,000

* September YTD

Leading Market PositionSpecialty Subsea ProductsSpecialty Subsea Products

Umbilicals

Tooling & Subsea Work Systems

Installation andWorkover Control

Systems

Subsea Hardware

Subsea Products BacklogAt Period EndSubsea Products BacklogAt Period End

$1,000in millions

At Period EndAt Period End

$800

$1,000

$400

$600

$200

$400

$02009 2010 2011 2012 2013 2014 2015*

*September 2015