Scotia Howard WeilEnergy Conference

March 23, 2016New Orleans, LA

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.

Why OII?

• Global Provider of Diversified Services and Products in All Phases of the Offshore Field Life Cycle

• Global Provider of Diversified Services and Products in All Phases of the Offshore Field Life Cyclein All Phases of the Offshore Field Life Cycle

• Strong Balance Sheet and Cash Flow

in All Phases of the Offshore Field Life Cycle

• Strong Balance Sheet and Cash Flow

• Continue to Maintain or Grow Our Market Positions • Continue to Maintain or Grow Our Market Positions

• Return Capital to Our Shareholders• Return Capital to Our Shareholders

• Experienced Management Team• Experienced Management Team

• Adapting and Making Changes• Adapting and Making Changes

In All Phases of 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)

Largest Exposure is in Field Development

10%5%

Revenue Mix

10%

35%

50%

Exploration Development Production Decommissioning

Source: OII Estimates; Updated 2015

Strong Balance Sheet and LiquidityCapital Sources and Allocations

• Liquidity$385 Million of Cash at Year end

• Liquidity$385 Million of Cash at Year end

Capital Sources and Allocations

– $385 Million of Cash at Year-end– No Meaningful Debt Maturities Until October 2018– $500 Million Undrawn Revolving Credit Facility, Expiring October 2020

– $385 Million of Cash at Year-end– No Meaningful Debt Maturities Until October 2018– $500 Million Undrawn Revolving Credit Facility, Expiring October 2020

• Organic Capital Expenditures– Expect to Range From $150 Million to $200 Million in 2016

• Dividends

• Organic Capital Expenditures– Expect to Range From $150 Million to $200 Million in 2016

• DividendsDividends– Expect to Continue the Quarterly Dividend of $0.27 Per Share –

Subject to Anticipated EPS Levels and Board Approval

A i iti

Dividends– Expect to Continue the Quarterly Dividend of $0.27 Per Share –

Subject to Anticipated EPS Levels and Board Approval

A i iti• Acquisitions – Continue to Consider Investments that Augment Our Service or Product Offerings

• Consider Share Repurchases

• Acquisitions – Continue to Consider Investments that Augment Our Service or Product Offerings

• Consider Share Repurchasespp

Strong Cash Flow (Even in a Down Year)(USD in millions)

2014 2015

(USD in millions)

Net Income $ 428 $ 231

Cash Flow Provided by Operating Activities $ 722 $ 560Purchases of Property and Equipment (387) (200)

Free Cash Flow $ 335 $ 360

Free Cash Flow as a % of Net Income 78% 156%

Free Cash Flow (Through the Cycle)(USD in million except for Earnings per Share amounts)(USD in million, except for Earnings per Share amounts)“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 opportunities that enhance shareholder value such as making acquisitions or other investments, and returning cash to owners through share repurchases and dividends, or to

d d bt

“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 opportunities that enhance shareholder value such as making acquisitions or other investments, and returning cash to owners through share repurchases and dividends, or to

d d bt

2010 2011 2012 2013 2014 2015

Earnings Per Share 1.82 2.16 2.66 3.42 4.00 2.34

reduce debt.reduce debt.

Net Income 200.5 235.7 289.0 371.5 428.3 231.0

Depreciation & Amortization 153.7 151.2 176.5 202.2 229.8 241.2

Other Changes in Cash from gOperating Activities 87.7 (98.3) (27.7) (42.3) 63.7 88.2

Cash from Operating Activities 441.9 288.6 437.8 531.4 721.8 560.4

Purchases of Property & Equipment (185.3) (235.0) (300.6) ( 382.5) (386.9) (200.0)

Free Cash Flow 256.6 53.5 137.2 148.9 334.9 360.4

2016 Free Cash Flow Illustration $1.00 EPS(USD in millions)

2016

(USD in millions)

Net Income $ 100

Cash Flow Provided by Operating Activities $ 340P h f P t d E i t (175)Purchases of Property and Equipment (175)

Free Cash Flow $ 165

Aligning Our Operations with Current Activity

• Reducing Headcount to Match Demand• Reducing Headcount to Match Demand

• Organizing More Effectively to Reduce Costs

I t ti O S i d P d t t Off

• Organizing More Effectively to Reduce Costs

I t ti O S i d P d t t Off• Integrating Our Services and Products to Offer Greater Customer Value

• Integrating Our Services and Products to Offer Greater Customer Value

No Guidance for 2016 on Limited Visibility

• Anticipating Lower Global Demand in Offshore Activities Additional Customer Spending Cuts

• Anticipating Lower Global Demand in Offshore Activities Additional Customer Spending CutsActivities, Additional Customer Spending Cuts, and Fewer Contracted Floating Rigs Activities, Additional Customer Spending Cuts, and Fewer Contracted Floating Rigs

• Projecting Decreases in Each of Our Oilfield Operating Segments in 2016 than in 2015

• Projecting Decreases in Each of Our Oilfield Operating Segments in 2016 than in 2015

• Market Uncertainty Translates intoNo Meaningful EPS Guidance

• Market Uncertainty Translates intoNo Meaningful EPS GuidanceNo Meaningful EPS Guidance No Meaningful EPS Guidance

Looking Ahead

• Utilize Balance Sheet and Free Cash Flow to Reinvest in Equipment and Technologies

• Utilize Balance Sheet and Free Cash Flow to Reinvest in Equipment and TechnologiesReinvest in Equipment and Technologies, Maintain a Cash Dividend, and Possibly Repurchase Shares

Reinvest in Equipment and Technologies, Maintain a Cash Dividend, and Possibly Repurchase SharesRepurchase Shares

• Further Differentiate with Integrated Solutions

Repurchase Shares

• Further Differentiate with Integrated Solutions

• Maintain or Grow Our Market Positions

• Continue Our Commitment to Safety & Quality

• Maintain or Grow Our Market Positions

• Continue Our Commitment to Safety & QualityContinue Our Commitment to Safety & Quality

• Emerge from the Current Cycle Positioned for the Upturn

Continue Our Commitment to Safety & Quality

• Emerge from the Current Cycle Positioned for the Upturnthe Upturnthe Upturn

Long Term: Offshore is EssentialDeepwater Remains Significant

Source of

Deepwater Remains Significant

90 Incremental Bbls Existing Fields BblsSource of

Additional ~26Mm B/D Crude Production

80

e

32%

68%60

70

d C

onde

nsat

eM

B/D

68%

50

60

Cru

de a

nd MM

Offshore Onshore

40

Source: Morgan Stanley Research , Wood Mackenzie, Rystad Energy, and Company Data – March 2016

®®

Supplemental Financial Information

Earnings Per Share2015 - $2 34 Adjusted $2 87Earnings Per Share2015 - $2 34 Adjusted $2 872015 - $2.34, Adjusted $2.872015 - $2.34, Adjusted $2.87

$4.00

$3.00

$2.00

$1.00

$0.002008 2009 2010 2011 2012 2013 2014 2015

EPS Adj. EPS

EBITDA

$1,000Series 1(USD in millions)

$750

$500

$250

$02008 2009 2010 2011 2012 2013 2014 2015

See Next Slide for Non-GAAP Reconciliation to Net Income

EBITDA Reconciliation to Net Income(USD in millions)(USD in millions)

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 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 2015

Net Income 200 5 235 7 289 0 371 5 428 3 231 0Net Income 200.5 235.7 289.0 371.5 428.3 231.0

Depreciation & Amortization 153.7 151.2 176.5 202.2 229.8 241.2

Subtotal 354.2 386.9 465.5 573.7 658.1 472.2

Interest Expense/Income, Net 5.4 .2 2.3 1.6 4.4 24.4

Income Tax Expense 104.7 102.2 132.9 170.8 195.1 105.2

EBITDA 464.3 489.3 600.7 746.2 857.7 601.8

Business Segments

11% 4%2%

Revenue Operating Income

26%12%

11%

39%19%

4%

31%

20%

36%31%ROVSubsea ProductsSubsea Projects

36%

Asset IntegrityAdtech

December YTD 2015

Supplemental Market Information

Floating Rig Demand History

282300

s

216

250

loat

ing

Rig

s

216

200

ontra

cted

Fl

150

ear-E

nd C

o

100

Ye

Source: IHS-Petrodata

Subsea Tree Installation History

395400

316

300sIn

stal

latio

ns

200

Tree

I

100

Global Excluding BRZ

Source: Quest Offshore Resources – Mean Case Forecast, February 2016

Leading Market PositionRemotely Operated Vehicles

Ownership Drill Support Market Share

Remotely Operated Vehicles

315 11831%

OIISubsea 7

11855%

FugroDOF SubseaC-InnovationsHelixSaipemTMTTechnipTechnipHarkandIKM GroupOther

Worldwide Fleet1027 Vehicles*

216 Floating Rigs Contracted**1027 Vehicles

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

OII ROV FleetGeographic Profile – December 2015

35

Geographic Profile December 2015

10330

25

52

70

GOM Africa Norway Brazil Asia/Pac Other

315 Vehicles

OII ROVs on Vessels December 2015December 2015

Locations Customers

315

11

31

22

5144

26

22

26

GOM Africa Norway Asia Other Operators Contractors

95 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

December 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

$1,000

At Period EndAt Period End

(USD in millions)

$800

$1,000

$400

$600

$200

$400

$02008 2009 2010 2011 2012 2013 2014 2015