Global Hunter Securities 100 Energy ConferenceJune 25, 2013

Chicago, IL

Marvin J. MiguraExecutive Vice PresidentExecutive 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 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.

WHY OII?

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

– Secular Growth

• Leading Market Positions

– Secular Growth

• Leading Market Positions• Leading Market Positions

– ROVs and Specialty Subsea Products

• Leading Market Positions

– ROVs and Specialty Subsea Products

• Good Project Execution• Good Project Execution

• Excellent Earnings, Liquidity and Cash Flow• Excellent 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 – 28936%

OII – 15356%36% 56%

Worldwide Fleet803 Vehicles*

271 Floating Rigs Contracted**

Source: OII Estimates - * December 2012, ** March 2013

Leading Market PositionSpecialty Subsea ProductsSpecialty Subsea Products

Umbilicals

ROV Tooling & Work Packages

Installation andWorkover Control

Systems

Subsea Hardware

Earnings Per Share Guidance2013 Estimate $3 10 - $3 30Earnings Per Share Guidance2013 Estimate $3 10 - $3 30

$3.50Actual Low Estimate High Estimate

2013 Estimate $3.10 $3.302013 Estimate $3.10 $3.30

$2.50

$3.00

$3.50

are

$1.50

$2.00

$

ngs

per S

h

$0.50

$1.00Ear

ni

$0.002008 2009 2010 2011 2012 2013E

OII 2013 Guidance Range as of April 23, 2013

Combined EPS – OSX CompaniesExcluding OIICombined EPS – OSX CompaniesExcluding OII

$75Actual Consensus Estimate

Excluding OIIExcluding OII

$60

$75

are

$30

$45

ngs

per S

h

$15

$30

Ear

ni

$02008 2009 2010 2011 2012 2013E 2014E

Based on First Call Actuals and Mean Estimates as of May 31, 2013

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

150%

OII OSX w/o OII

100%

150%

50%

0%

-50%2008 2009 2010 2011 2012 2013E 2014E

Based on First Call Actuals and Mean Estimates as of May 31, 2013

2013 EPS Guidance The Big Picture2013 EPS Guidance The Big PictureThe Big PictureThe Big Picture

OPERATING INCOMEOPERATING INCOME

20132013

ROV >2012

Subsea Products >2012

ROV >2012

Subsea Products >2012Subsea Products >2012

Subsea Projects >2012

Subsea Products >2012

Subsea Projects >2012

Asset Integrity >2012

Advanced Tech >2012

Asset Integrity >2012

Advanced Tech >2012Advanced Tech 2012Advanced Tech 2012

Excellent Cash Flow & Liquidity

• EBITDA of $690 MM to $735 MM Expected in 2013• EBITDA of $690 MM to $735 MM Expected in 2013– $601 MM in 2012– $601 MM in 2012

• Ample Resources to Invest in GrowthAt March 31, 2013:

• Ample Resources to Invest in GrowthAt March 31, 2013:

– $128 MM Cash

– $90 MM Debt

– $128 MM Cash

– $90 MM Debt

– $1.8 B Equity– $1.8 B Equity

EBITDA Reconciliation to Net Income is in Supplemental Financial Information Slides

Long-Term Deepwater Outlook

• Largest Source of Future Oil Supply Growth

• Exploration Success Bodes Well for the FutureExploration Success Bodes Well for the Future

• Drilling Intensity is Rising

Source: ExxonMobil, Deutsche Bank, and Morgan Stanley and Rystad Energy

Worldwide Deepwater CapexForecast to DoubleWorldwide Deepwater CapexForecast to Double

$250

$ in billions DW Capex in Billions

Forecast to DoubleForecast to Double

$223$200

$250

$112$100

$150

$112

$50

$100

$02008-2012 2013-2017

Source: Douglas-Westwood February 2013

5-Year OutlookGlobal Demand Growth5-Year OutlookGlobal Demand Growth

• Deepwater Drilling

Global Demand Growth Global Demand Growth

• Deepwater Drilling

• Field Development

• Inspection, Maintenance, and Repair (IMR)

Floating Rig Demand

300s

250

300

loat

ing

Rig

s

271

≈ 85% IncreaseIn Demand Since 2003

200

ontra

cted

Fl In Demand Since 2003

150

ear-E

nd C

o

147

100

Ye

Source: IHS-Petrodata at December 31, 2012

@ End of 2012: 301 Rigs in Fleet, 90% Fleet Utilization

Floating Rig DemandWith 5-Year Projection Assuming 90% Rig Fleet Utilization

400sWith 5 Year Projection, Assuming 90% Rig Fleet Utilization

Up 73

350

400

loat

ing

Rig

s

2017 - 344

Up 7327% Growth

250

300

ontra

cted

Fl

150

200

ear-E

nd C

o

100

Ye

Source: IHS-Petrodata and OII Estimates at March 31, 2013

Floating Rig Demand 5-Year Averages

400s5 Year Averages

350

400

loat

ing

Rig

s

325

250

300

ontra

cted

Fl

175

235

150

200

ear-E

nd C

o 175

100

Ye

Source: IHS-Petrodata and OII Estimates at March 31, 2013

Outlook for ROV Demand on Vessels

3.5 3 1

2.5

3.0

3.5

atin

g R

ig

2:4

3:1

1.5

2.0

OV

s pe

r Flo

a

0.5

1.0

Glo

bal R

O

0.0

Source: Oceaneering Estimates and IHS-Petrodata

Year End

Outlook for Global ROV DemandTo Meet Visible RequirementsTo Meet Visible Requirements

• Total Demand ≈ 240 Additional Vehicles• Total Demand ≈ 240 Additional Vehicles• Total Demand ≈ 240 Additional Vehicles– 30% Growth

• Total Demand ≈ 240 Additional Vehicles– 30% Growth

• OII Expects to Capture ≈ 75 Vehicles

30% f D d G th

• OII Expects to Capture ≈ 75 Vehicles

30% f D d G th– 30% of Demand Growth

– 45 to 50 to Support Drilling by the End of 2017

– 30% of Demand Growth

– 45 to 50 to Support Drilling by the End of 2017

Source: Oceaneering Estimates at March 31, 2013

Subsea Hardware Capex ForecastSubsea Hardware Capex Forecast

$150

$ in billions SS Hardware Capex

$124$

$125

$150

$75

$100

$62

$25

$50

$02008-2012 2013-2017

Source: Douglas-Westwood April 2013

Deepwater Fields BacklogUndeveloped DiscoveriesDeepwater Fields BacklogUndeveloped Discoveries

600

Fields ≥600m fsw

Undeveloped DiscoveriesUndeveloped Discoveries

500

600

300

400

100

200

0

Source: IHS Petrodata

Offshore Construction BacklogSaipem Technip and Subsea 7

30

Saipem, Technip, and Subsea 7

25

30

ons)

15

20

(in €

billi

o

5

10

0

Source: Morgan Stanley and Company Filings

Subsea Tree OrdersForecast at Historically High Levels

700

Forecast at Historically High Levels

600

700

400

500

200

300

100

Source: Quest Offshore Resources – Mean Case Forecast, May 2013

Subsea Tree Orders5-Year Averages

700

5 Year AveragesUp 220

60% Growth

600

700590

400

500 390370

200

300

100

Source: Quest Offshore Resources – Mean Case Forecast, May 2013

Subsea Tree Installations5-Year Averages

700

5 Year Averages

600

700

Up 14045% Growth

400

500

300 300

440

200

300 300 300

100

Source: Quest Offshore Resources – Mean Case Forecast, May 2013

Subsea Completions In Service vs Subsea Products Operating Income (SSP Op Inc)

$2005000

Annual SSP Op Inc$ in millions

vs. Subsea Products Operating Income (SSP Op Inc)

$150

$200

4000

5000

$1002000

3000

$501000

2000

$00

SS Completions SSP Op Inc

Source: Quest Offshore Resources & OII SEC Filings

Subsea Completions In Service Forecast at Historically High Levels

6000

Forecast at Historically High LevelsUp 1350

33% Growth

5000

6000

3000

4000

1000

2000

0

Source: Quest Offshore Resources – Mean Case Forecast, May 2013

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

Project Approvals Will Continue Moving to the Right• Project Approvals Will Continue Moving to the Right

• Approved Projects• Approved Projects

– Cost Overruns

– Production Start-Up Delays

– Technical Challengesg

• Sheer Volume of Projects Will Still Drive Growth

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

EBITDA

$800in millions Actual Low Estimate High Estimate

$600

$700

$800

$

$400

$500

$100

$200

$300

$0

$100

2008 2009 2010 2011 2012 2013E*

*2013 - $690MM-$735MMBased on OII 2013 EPS Guidance as of April 23, 2013See 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, 2008 2009 2010 2011 2012 2013E 2013E(in millions of $) LOW HIGH

N t I 199 4 188 4 200 5 235 7 289 0 335 360Net Income 199.4 188.4 200.5 235.7 289.0 335 360

Depreciation & Amortization 115.0 122.9 153.7 151.2 176.5 200 210

Subtotal 314 4 311 3 354 2 386 9 465 5 535 570Subtotal 314.4 311.3 354.2 386.9 465.5 535 570

Interest Expense/Income, Net 12.6 7.1 5.4 .2 2.3

Income Tax Expense 107.8 101.4 104.7 102.2 132.9 155 165p

EBITDA 434.8 419.8 464.3 489.3 600.7 690 735

OII Balance Sheet(in millions)

D 31 D 31 D 31 D 31 D 31 M 31

( )

Dec 31, 2008

Dec 31, 2009

Dec 31, 2010

Dec 31, 2011

Dec 31, 2012

Mar 31, 2013

$ $ $ $ $ $Equity $968 $1,224 $1,390 $1,558 $1,815 $1,834

Debt 229 120 0 120 94 90Debt 229 120 0 120 94 90

Cash 11 162 245 106 121 128

Debt/Cap 19% 9% 0% 7% 5% 5%

Business Segments

10% 6%

Revenue Operating Income

32%16%

10%

47%8%

9%6%

8%

30%

12%

30%

ROVSubsea ProductsSubsea ProjectsA t I t itAsset IntegrityAdtech

YTD March 2013

2013 EPS Guidance The Big Picture2013 EPS Guidance The Big PictureThe Big PictureThe Big Picture

OPERATING MARGINOPERATING MARGIN

20132013

ROV >2012

Subsea Products <2012

ROV >2012

Subsea Products <2012Subsea Products <2012

Subsea Projects <2012

Subsea Products <2012

Subsea Projects <2012

Asset Integrity >2012

Advanced Tech >2012

Asset Integrity >2012

Advanced Tech >2012Advanced Tech 2012Advanced Tech 2012

Supplemental Market Information

Oilfield ROV FleetOwnership Profile - December 2012p

36%

OII289

OII

Subsea 7

36%

Subsea 7

Sonsub

FugroFugro

Canyon

Other

803 Vehicles

Source: OII Estimates

OII ROV FleetGeographic Profile - March 2013

33

g p

7630

33

GOM

Africa

36

Africa

Norway

Brazil

6554

Brazil

Asia/Pac

Other54

294 Vehicles

Oilfield ROV Drill Support MarketMarch 2013

OII

Subsea 7

56%

Subsea 7

Fugro

Sonsub

Other

271 Floating Rigs Contracted

Source: IHS-Petrodata and OII Estimates

OII ROVs on VesselsLocations

1813GOM

Africa

17

Africa

Norway

Other

2217 Other

70 Vehicles

March 2013

OII ROVs on VesselsCustomers

28

Operators

42

28 Contractors

70 Vehicles

March 2013

OII ROV Fleet Size

294300300

od E

nd

200

ount

at P

eri

125100

Vehi

cle

Co

0

March 31, 2013

ROV Pricing and Fleet UtilizationROV 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

March 2013

High-Spec, Non-PBR Brazil Rig Fleet

• 99 Existing Rigs

– OII ROV Contracts on 76%

• 65 Rigs On Order

– Visibility of 66% High-Spec Rig Fleet Growth– OII Expects to Continue as Dominant ROV Provider

• OII ROV Contracts on 16 of 20 Awards• 45 Remaining ROV Contract Opportunities

Source: IHS-Petrodata Data & OII Estimates, March 31, 2013

Subsea Products BacklogAt Period EndSubsea Products BacklogAt Period End

$1,000in millions

At Period EndAt Period End

$750

$1,000

$500

$250

$02008 2009 2010 2011 2012 2013

March 2013

Umbilical Products

Steel Tube UmbilicalsSteel Tube UmbilicalsThermoplastic Hose UmbilicalsThermoplastic Hose Umbilicals

OIE Products

ROV Tooling & Work Packages

Production Control Valves

g

Installation Workover & Control Systems Field Development HardwareConnectors & Repair Systems

Annual Price PerformanceOII vs OSX (Oilfield Service Index)Annual Price PerformanceOII vs OSX (Oilfield Service Index)

125%OII OSX

OII vs. OSX (Oilfield Service Index)OII vs. OSX (Oilfield Service Index)20132013

OII OII up 35% up 35% OSX OSX up 15%up 15%

75%

25%

-25%

-75%

*Through May 31, 2013: Based on Previous Year-End Purchases

Cumulative Price PerformanceOII vs OSX (Oilfield Service Index)Cumulative Price PerformanceOII vs OSX (Oilfield Service Index)

1150%OII OSX

OII vs. OSX (Oilfield Service Index)OII vs. OSX (Oilfield Service Index)20132013

OII OII up 35% up 35% OSX OSX up 15%up 15%

850%

1000%

1150%

550%

700%

100%

250%

400%

-50%

100%

*Through May 31, 2013: Based on Previous Year-End Purchases