2015 GHS 100 CONFERENCEJUNE 23, 2015

Chicago, IL

Marvin J. MiguraExecutive Vice President

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 byForward-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. These forward-looking statements are based on our current information and expectations that involve a number of risks uncertainties and assumptions Among thenumber 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

t i ti t i li h ld th tiuncertainties 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 Exchangesee 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 CycleEXPLORATION DEVELOPMENT PRODUCTION DECOMMISSIONING

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

PHASEPHASE

#1 Market#1 Market # of OperatingFloating Drilling Rigs

# Subsea Tree Installations

# Subsea TreesIn Service

# of Field Abandonments

#1 Market #1 Market DriverDriver

Business Business Segment Segment Product Product

and and S iS i

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

Service Service Revenue Revenue StreamsStreams

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

Workover Control Systems Workover Control Systems

•• ROVROV•• Tooling (SSP)Tooling (SSP)•• IWOCS (SSP)IWOCS (SSP)•• Subsea Hardware (SSP)Subsea Hardware (SSP)•• VesselVessel--based Inspection, based Inspection,

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

yy(SSP)(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)

p ,p ,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

Revenue Mix

15%5%

25%

55%

Exploration Development Production Decommissioning

Source: OII Estimates

Earnings Per Share Guidance2015 Estimate $2 80 to $3 20Earnings Per Share Guidance2015 Estimate $2 80 to $3 20

Actual Low Estimate High Estimate

2015 Estimate $2.80 to $3.202015 Estimate $2.80 to $3.20

$4 00

$5.00

$3.00

$4.00

er S

hare

$2.00

Ear

ning

s p

$1.00

E

$0.002008 2009 2010 2011 2012 2013 2014 2015E

OII 2015 Guidance Range as of April 22, 2015

2015 Earnings OutlookMajor Determinants for Last Three QuartersMajor Determinants for Last Three Quarters

• Vessel-Based IMR Projects– “Call Out” or “Spot Market” Work

• Vessel-Based IMR Projects– “Call Out” or “Spot Market” Workp– Impacts ROVs, Subsea Products, and Subsea Projects

p– Impacts ROVs, Subsea Products, and Subsea Projects

• Floating Rig Use• Floating Rig Use– OII ROVs on 50 Rigs with 2015 Contract Expirations – OII ROVs on 50 Rigs with 2015 Contract Expirations

Combined EPS – OSX CompaniesExcluding OIICombined EPS – OSX CompaniesExcluding OII

Actual Consensus Estimate

Excluding OIIExcluding OII

$80

$60

er S

hare

$40

Ear

ning

s p

$20E

$02008 2009 2010 2011 2012 2013 2014 2015E

Based on First Call Actuals and Mean Estimates as of May 13, 2015

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

OII OSX w/o OII

100%

125%

150%

Relative to:2008 Up ≈ 60%

50%

75%

100% 2008 Up ≈ 60%2014 Down ≈ 30%

0%

25%

50%

R l ti t

-50%

-25%Relative to:2008 Down ≈ 60%2014 Down ≈ 50%

-75%2008 2009 2010 2011 2012 2013 2014 2015E

Based on First Call Actuals and Mean Estimates as of May 13, 2015

REMOTELY OPERATED VEHICLES2015 Outlook vs 2014REMOTELY OPERATED VEHICLES2015 Outlook vs 20142015 Outlook vs. 20142015 Outlook vs. 2014

PICTURE• Lower Demand– Drilling and Vessel Support

• Lower Demand– Drilling and Vessel Support

PICTURE

– Fewer Fleet Days on Hire– Lower Utilization– Fewer Fleet Days on Hire– Lower Utilization

• Reduced Average Pricing• Reduced Average Pricingg g

• Flat Fleet Size

g g

• Flat Fleet SizeFlat Fleet SizeFlat Fleet Size

SUBSEA PRODUCTS2015 Outlook vs 2014SUBSEA PRODUCTS2015 Outlook vs 20142015 Outlook vs. 20142015 Outlook vs. 2014

• Lower Demand – Short-Cycle Businesses

• Lower Demand – Short-Cycle Businesses

• e.g. Tooling – Field Abandonment Support

• e.g. Tooling – Field Abandonment Support – BOP Control System Replacements– BOP Control System Replacements

SUBSEA PROJECTS2015 Outlook vs 2014SUBSEA PROJECTS2015 Outlook vs 20142015 Outlook vs. 20142015 Outlook vs. 2014

PICTURE• Lower Vessel Pricing in the GOM • Lower Vessel Pricing in the GOM PICTURE

• Lower Chartered Vessel Demand off Angola• Lower Chartered Vessel Demand off Angola

• Mitigated by Higher Operating Income from:Angola Diving

• Mitigated by Higher Operating Income from:Angola Diving– Angola Diving

– Data Solutions Groupincluding AIRSIS Acquisition in 2014

– Angola Diving– Data Solutions Group

including AIRSIS Acquisition in 2014including AIRSIS Acquisition in 2014including AIRSIS Acquisition in 2014

Data Solutions GroupData Solutions Group

Communications Video/Telemetry

A t T kiSoftware Solutions Asset Tracking

C & C TechnologiesAcquisitionAcquisition

Autonomous Underwater Vehicles

• Acquired April 2, 2015– ≈ $230 MM Purchase Price

• Acquired April 2, 2015– ≈ $230 MM Purchase Price

• Global Survey & Positioning Services• Global Survey & Positioning Services

• Unique Opportunity to Strategically Expand Underwater Offerings

• Unique Opportunity to Strategically Expand Underwater OfferingsExpand Underwater Offerings

• Neutral to 2015 Earnings

Expand Underwater Offerings

• Neutral to 2015 EarningsNeutral to 2015 EarningsNeutral to 2015 Earnings

ASSET INTEGRITY2015 Outlook vs 2014ASSET INTEGRITY2015 Outlook vs 20142015 Outlook vs. 20142015 Outlook vs. 2014

• Lower Demand– Customers deferring maintenance

• Lower Demand– Customers deferring maintenance

• Generally Lower Pricing• Generally Lower PricingGenerally Lower PricingGenerally Lower Pricing

Subsea Asset Integrity Services

• Targeted Assets– Flexible and Rigid Flowlines, Pipelines and Risers

• Targeted Assets– Flexible and Rigid Flowlines, Pipelines and Risersg p

I ti T h l i

g p

I ti T h l i• Inspection Technologies– Digital Radiography, Ultrasonic, and Electro Magnetic

• Inspection Technologies– Digital Radiography, Ultrasonic, and Electro Magnetic

Acoustic Transducer (EMAT) Acoustic Transducer (EMAT)

Subsea Asset Integrity ToolsSubsea Asset Integrity Tools

NeptuneMagna Scan NeptuneMagna Scan

TridentDigital RadiographyTool (DRT)

2015 OTC Award M S S b I ti S t ™

2015 OTC Award M S S b I ti S t ™Magna Scan Subsea Inspection System™Magna Scan Subsea Inspection System™

2015 Capital Sources & Allocations

Potential AllocationsPotential AllocationsCurrent SourcesCurrent Sources

• Organic Cap Ex– $200 MM to $250 MM

• Organic Cap Ex– $200 MM to $250 MM

• Cash at Mar 31, 2015– $305 MM

• Cash at Mar 31, 2015– $305 MM – $200 MM to $250 MM

• Acquisitions

– $200 MM to $250 MM

• Acquisitions

– $305 MM

• Estimated 2015 EBITDA

– $305 MM

• Estimated 2015 EBITDA– ≈ $230 MM & More

• Cash Dividends

– ≈ $230 MM & More

• Cash Dividends

– > $680 MM

• Bank Term Loan

– > $680 MM

• Bank Term Loan Cash Dividends– ≈ $108 MM

Cash Dividends– ≈ $108 MM

Bank Term Loan– $50 MM Undrawn

Bank Term Loan– $50 MM Undrawn

• Share Repurchases– $TBD MM

• Share Repurchases– $TBD MM

• Bank Revolver– $500 MM Undrawn

• Bank Revolver– $500 MM Undrawn

OII Summary

• Challenging Time• Challenging TimeChallenging Time

– Well Positioned

Challenging Time

– Well Positioned

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

EBITDA

in millions Actual Low Estimate High Estimate

$800

$900

$1,000g

$600

$700

$800

$300

$400

$500

$100

$200

$300

$0

* 2015 - $680 MM-$745 MMBased on OII EPS Guidance as of April 22, 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,

d th t thi t b d b i t d th t k i f d i t t d i i Y

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,

d th t thi t b d b i t d th t k i f d i t t d i i Yand 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

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 g p ( ) (financial measure) for Oceaneering’s historical and projected results on a consolidated basis for the periods indicated:

g p ( ) (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 200.5 235.7 289.0 371.5 428.3 280 320

Depreciation & Amortization 153.7 151.2 176.5 202.2 229.8 245 255

Subtotal 354 2 386 9 465 5 573 7 658 1 525 575Subtotal 354.2 386.9 465.5 573.7 658.1 525 575

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

I T E 104 7 102 2 132 9 170 8 195 1 130 145Income Tax Expense 104.7 102.2 132.9 170.8 195.1 130 145

EBITDA 464.3 489.3 600.7 746.2 857.7 680 745

Business Segments

Revenue Operating Income

28%

9%7%

5%

28%13% 37%14%

19%31%

37%ROVSubsea ProductsSubsea ProjectsAsset IntegrityAsset IntegrityAdtech

March YTD 2015

Supplemental Market Informationpp

Floating Rig Demand History

275300

ng R

igs

250

ted

Floa

tin

200

d C

ontra

c

Demand at March 31 2015 - 261150

Year

-End Demand at March 31, 2015 261

100

Source: IHS-Petrodata at December 31, 2014

Rig Fleet, Non-PBR Brazil t M h 31 2015at March 31, 2015

• 204 Rigs Under Contractg• OII on 64%• OII on 76% of Drillships/6th Gen RigsOII on 76% of Drillships/6th Gen Rigs

57 Rigs On Order• 57 Rigs On Order • 17 Rigs Have Operator Contracts

OII 13 ROV C t t– OII - 13 ROV Contracts– Competitors - 2 ROV Contracts– 2 ROV Award Opportunities2 ROV Award Opportunities

• 40 Rigs Have No Operator Contracts

Source: IHS-Petrodata Data & OII Estimates, March 31, 2015

Deepwater Fields BacklogUndeveloped DiscoveriesDeepwater Fields BacklogUndeveloped Discoveries

Fields ≥600m

Undeveloped DiscoveriesUndeveloped Discoveries

500

600

400

200

300

100

02009 2010 2011 2012 2013 2014

Source: IHS , Petrodata

Leading Market PositionRemotely Operated VehiclesRemotely Operated Vehicles

Ownership Drill Support Market ShareOwnership Drill Support Market Share

OII - 33636%

OII – 15158%

Worldwide Fleet937 Vehicles*

261 Floating Rigs Contracted**

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

Oilfield ROV Fleet

Ownership Drill Support Market Share

OII – 15158%

OII – 33636%

OIISubsea 7FugrogDOF SubseaSaipemC-InnovationsHelixTechnipTMTOther

Worldwide Fleet937 Vehicles*

261 Floating Rigs Contracted**

Source: *OII Estimates - December 2014; **IHS Petrodata and OII Estimates – March 31, 2015

OII ROV FleetGeographic Profile March 2015Geographic Profile – March 2015

99

39

9933

32

7855

GOM Africa Norway Brazil Asia/Pac Other

336 Vehicles

OII ROVs on Vessels March 2015March 2015

Locations Customers

2418 24

5138

21

51

2621

GOM Africa Norway Other Operators Contractors

89 Vehicles

OII ROV Pricing and Fleet UtilizationOII ROV Pricing and Fleet Utilization

Revenue / Day on Hire Fleet Utilization

90%

100%

$9 000

$11,000

80%

90%

$7,000

$9,000

70%$5,000

60%$3,000

50%$1,000

* March YTD

Leading Market PositionSpecialty Subsea ProductsSpecialty Subsea Products

Umbilicals

Tooling & Subsea Work Systems

I t ll ti dInstallation andWorkover Control

Systems

Subsea Hardware

Subsea Products BacklogAt Period EndSubsea Products BacklogAt Period End

in millions

At Period EndAt Period End

$800

$1,000

$600

$800

$400

$200

$02009 2010 2011 2012 2013 2014 2015*

*March 2015