January 7, 2015Miami, FL

M. Kevin McEvoyPresident & CEO

Oceaneering International, Inc.

Safe Harbor Statement

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 Participation in Offshore Life Cycle

EXPLORATION DEVELOPMENT PRODUCTION DECOMMISSIONINGPHASEPHASE

# of OperatingFloating Drilling Rigs

# Subsea Tree Installations

# Subsea TreesIn Service

# of Field Abandonments

#1 Market #1 Market DriverDriver

Business Business Segment Segment

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

ggProduct Product

and and Service Service

Revenue Revenue StreamsStreams

•• ROVROV•• Tooling (SSP)Tooling (SSP)•• IWOCS IWOCS –– Installation & Installation &

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

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

Workover Control Workover Control Systems (SSP)Systems (SSP)

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

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

Offshore Life Cycle Business Exposure

5%

Revenue Mix

15%

25%25%

55%55%

Exploration Development Production Decommissioning

Source: OII Estimates

WHY OII?

• Leveraged to Deepwater and Subsea Completions• Leveraged to Deepwater and Subsea Completions

• Leading Market Positions

ROV d S i lt S b P d t

• Leading Market Positions

ROV d S i lt S b P d t– ROVs and Specialty Subsea Products

• Good Project Execution

– ROVs and Specialty Subsea Products

• Good Project ExecutionGood Project Execution

• Excellent Earnings, Liquidity and Cash Flow

Good Project Execution

• Excellent Earnings, Liquidity and Cash FlowExcellent Earnings, Liquidity and Cash FlowExcellent Earnings, Liquidity and Cash Flow

Leveraged to Deepwater

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

• Largely Oil Reservoirs• Largely Oil Reservoirs

– With High Production Flow Rates– With High Production Flow Rates

• Well Capitalized Customer Base• Well Capitalized Customer Base

• Investment Based on Long-Term Commodity Price• Investment Based on Long-Term Commodity Price

Leading Market PositionRemotely Operated VehiclesRemotely Operated Vehicles

Ownership Drill Support Market Share

OII - 304 OII – 16860%35% 60%

Worldwide Fleet877 Vehicles*

281 Floating Rigs Contracted**

Source: * OII Estimates - December 2013; **IHS Petrodata – September 2014

Leading Market PositionSpecialty Subsea ProductsSpecialty Subsea Products

Umbilicals

Tooling & Subsea Work Systems

Installation andWorkover Control

Systems

Subsea Hardware

Floating Rig Demand5-Year Projection

400s5 Year Projection

282312

350

400

loat

ing

Rig

s

Up 30 ~10% Growth

282

250

300

ontra

cted

Fl

Assuming 85% Rig Fleet Utilization d 50 Ri R ti d

150

200

ear-E

nd C

o and 50 Rigs are Retired or Cold Stacked by 2018 year end.

100

Ye

Source: IHS-Petrodata at September 30, 2014 and OII Estimates

@ End of 2013: 314 Rigs in Fleet, 90% Fleet Utilization.

Floating Rig Demand5-Year Projection with 5-Year Averages

400s Up 50

5 Year Projection with 5 Year Averages

350

400

loat

ing

Rig

s Up 50 20% Growth

300

250

300

ontra

cted

Fl

185

250

Assuming 85% Rig Fleet Utilization

150

200

ear-E

nd C

o 185 Assuming 85% Rig Fleet Utilization and 50 Rigs are Retired or Cold Stacked by 2018 year end.

100

Ye

Source: IHS-Petrodata at September 30, 2014 and OII Estimates

@ End of 2013: 314 Rigs in Fleet, 90% Fleet Utilization.

Floating Rig Demand – Development Drilling5-Year Projections with 5-Year Averages

70%Average Annual %

5 Year Projections with 5 Year Averages

60%

70%

46% 46%

58%

40%

50%46% 46%

Increased to a High of

30%

40% 55% in ‘13 vs. 44% in ‘12

20%

Source: IHS-Petrodata, October 9, 2014

Deepwater Fields BacklogUndeveloped DiscoveriesDeepwater Fields BacklogUndeveloped Discoveries

600Fields ≥600m

Undeveloped DiscoveriesUndeveloped Discoveries

500

600

300

400

100

200

02009 2010 2011 2012 2013

Source: IHS Petrodata

Subsea Tree Orders – Excl BRZForecast at Historically High LevelsSubsea Tree Orders – Excl BRZForecast at Historically High LevelsForecast at Historically High LevelsForecast at Historically High Levels

600

Up 175> 65% Growth

500

600

ers

355

440

300

400

Tree

Ord

e 355

265

200

300

100

Source: Quest Offshore Resources – Mean Case Forecast, November 2014

Subsea Installations – Excl BRZForecast at Historically High Levels 5-Year Averages

600

Forecast at Historically High Levels, 5 Year Averages

500

600

Up 100>40% Growth

300

400

stal

latio

ns

265230

330

200

300Ins 230

100

Source: Quest Offshore Resources – Mean Case Forecast, November 2014

Subsea Completions In Service - Excl BRZ Forecast at Historically High Levels 5-Year Averages

5000

Forecast at Historically High Levels, 5 Year Averages

Up 720

4000

5000

ons

≈ 25% Growth

3,720

3000

Com

plet

io

2 040

3,000

2000

2,040

1000

Source: Quest Offshore Resources – Mean Case Forecast, November 2014

Bank & Public Debt Financing

• Bank Facilities $500 MM 5 Y R l

• Bank Facilities $500 MM 5 Y R l– $500 MM 5-Year, Revolver

– $300 MM 3-Year, Delayed-Draw Term Loan – $500 MM 5-Year, Revolver– $300 MM 3-Year, Delayed-Draw Term Loan

• Senior Notes $500 MM 4 650% due 2024

• Senior Notes $500 MM 4 650% due 2024– $500 MM, 4.650%, due 2024

• Investment Grade Rated

– $500 MM, 4.650%, due 2024

• Investment Grade Rated• Investment Grade Rated– Moody’s Baa2– Standard & Poor’s BBB

• Investment Grade Rated– Moody’s Baa2– Standard & Poor’s BBBStandard & Poor s BBBStandard & Poor s BBB

Capital Allocation Priority

• Organic Capital Expenditures• Organic Capital Expenditures

• Acquisitions• Acquisitionsq

• Cash Dividends

q

• Cash Dividends• Cash Dividends

Share Repurchases

• Cash Dividends

Share Repurchases• Share Repurchases– 5.4 MM Remaining Shares Authorized @ 9/30/14

• Share Repurchases– 5.4 MM Remaining Shares Authorized @ 9/30/14

Capital Allocation2014 YTD Through September

• Organic Capital Expenditures• Organic Capital Expenditures

2014 YTD Through September

– $301 MM

• Acquisitions

– $301 MM

• Acquisitionsq– $40 MM

• Cash Dividends

q– $40 MM

• Cash Dividends• Cash Dividends– $89 MM

• Cash Dividends– $89 MM

• Share Repurchases– $237 MM

• Share Repurchases– $237 MM

• 3.5 MM Shares• 3.5 MM Shares

Capital Structure Targets

• Maintain Investment Grade Debt Ratings• Maintain Investment Grade Debt Ratings

N t D bt t TTM EBITDA R tiN t D bt t TTM EBITDA R ti• Net Debt to TTM EBITDA Ratio

– Between 1.0 “X” and 1.5 “X”

• Net Debt to TTM EBITDA Ratio

– Between 1.0 “X” and 1.5 “X”

OII Summary

• Diversified OFS Company• Diversified OFS Company

• Leading Market Positions in Technical Niches • Leading Market Positions in Technical Niches g

• Leveraged to Deepwater and Subsea Completions

g

• Leveraged to Deepwater and Subsea Completions• Leveraged to Deepwater and Subsea Completions• Leveraged to Deepwater and Subsea Completions

• Excellent Earnings, Liquidity and Cash Flow• Excellent Earnings, Liquidity and Cash Flow

®®

Supplemental Financial Information

Business Segments

7% 1%Revenue Operating Income

29%14%

7%

41%13%

8%

16%

34% 37%ROVSubsea ProductsSubsea ProjectsA t I t itAsset IntegrityAdtech

YTD September 2014

Supplemental Market Information

Oilfield ROV Fleet

Ownership Drill Support Market Share

OII – 16860%

OII – 30435%

OIISubsea 7

60%35%

FugroDOF SubseaSaipemC-InnovationsHelixTechnipOther Worldwide Fleet

877 Vehicles*281 Floating Rigs Contracted**

Source: * OII Estimates - December 2013; **IHS Petrodata – September 2014

OII ROV FleetGeographic Profile – September 2014

34

g p p

9434

34

32

8058

GOM Africa Norway Brazil Asia/Pac Other

332 Vehicles

OII ROVs on Vessels September 2014p

Locations Customers

2314

24

4939

27

24

27

GOM Africa Norway Other Operators Contractors

88 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

*YTD September 2014

Rig Fleet, Non-PBR Brazil

• 221 Rigs Under Contract – OII ROV Contracts on 67%– OII ROV Contracts on 79% of Drillships/6th Gen Rigs

• 64 Rigs On Order– OII Has 14 of 17 ROV ContractsOII Has 14 of 17 ROV Contracts– 47 Rigs Have ROV Contract Opportunities Remaining

• 5 of these Rigs Have Drilling Contracts

• OII Expects to Remain Dominant ROV Provider

Source: IHS-Petrodata Data & OII Estimates, September 30, 2014

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

September 2014

Subsea Tree Orders - GlobalForecast at Historically High Levels 5-Year Averages

700

Forecast at Historically High Levels, 5 Year Averages

Up 170≈ 40% Growth

600

700

ers 430

565

400

500

Tree

Ord

e 430395

200

300

100

Source: Quest Offshore Resources – Mean Case Forecast, November 2014

Subsea Installations - GlobalForecast at Historically High Levels 5-Year Averages

700

Forecast at Historically High Levels, 5 Year Averages

Up 100>30% Growth

600

700

ons

400

500

Inst

alla

tio

305 310

410

200

300

100

Source: Quest Offshore Resources – Mean Case Forecast, November 2014

Subsea Completions In Service - GlobalForecast at Historically High Levels 5-Year Averages

7000

Forecast at Historically High Levels, 5 Year Averages

Up 970

6000

7000

ons

≈ 25% Growth

4,930

4000

5000

Com

plet

io

2 720

3,960

2000

30002,720

1000

Source: Quest Offshore Resources, November 2014

5-Year Deepwater OutlookWhat To Expect Along The WayWhat To Expect Along The Way

• Some Project Approvals May Continue to be Dela edDelayed

A d P j t• Approved Projects– Cost Overruns– Production Start-Up Delays– Production Start-Up Delays– Technical Challenges

• Sheer Volume of Projects Will Still Drive Growth

Umbilical Products

Steel Tube UmbilicalsSteel Tube UmbilicalsThermoplastic Hose UmbilicalsThermoplastic Hose Umbilicals

OIE Products

Tooling & Subsea Work Systems

Production Control Valves

y

Installation Workover & Control Systems Field Development HardwareConnectors & Repair Systems