Connecting What’s Needed with What’s Next™

Rod Larson President and CEO

Goldman Sachs Global Energy Conference January 9, 2018 Miami, FL Forward-Looking Statements 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 uncertainty 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 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, see our periodic filings with the Securities and Exchange Commission, including our most recent Reports on Forms 10-K and 10-Q.

2 Why Oceaneering?

§ Global integrated technology solutions provider of diversified services and products in all phases of the offshore oilfield life cycle

§ Strong market positions

§ Solid balance sheet

§ Financial flexibility to grow the company, with more focus on Opex in the production phase of the offshore oilfield life cycle

§ Leveraged to deepwater; in the long term, deepwater remains critical to reserve replenishment

3 In All Phases of the Offshore Oilfield Life Cycle PHASE EXPLORATION DEVELOPMENT PRODUCTION DECOMMISSIONING

% OII Revenue 10% 50% 35% 5%

#1 Market # of Operating # of Tree # of Subsea Trees # of Field Driver Floating Drilling Rigs Installations In Service Abandonments

Business Segment Product and Service Revenue • ROV • ROV • ROV • ROV Streams • Survey (SP) • Survey (SP) • Tooling (SSP) • Tooling (SSP) • Tooling (SSP) • Tooling (SSP) • IWOCS (SSP) • IWOCS (SSP) • IWOCS – Installation & • Subsea Hardware (SSP) Control Systems • Vessel-based Inspection, (SSP) Maintenance & Repair • Subsea Hardware (SSP) Services (SP) • Umbilicals (SSP) • Inspection Services (AI) • Vessel-based Installation Services (SP) • Inspection Services (AI)

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

4 Largest Exposure is in Field Development Oilfield Revenue Mix 5% 10%

35%

50%

Exploration Development Production Decommissioning

Source: OII Estimates: 2016

5 5 Operating Segments

§ Remotely Operated Vehicles (“ROVs”)

§ Subsea Products

§ Subsea Projects

§ Asset Integrity

§ Advanced Technologies

6 Revenue by Business Segment

100% 15% 20% 18%

13% 75% 11% 13%

20% 15% 17% 50%

29% 34% 30%

25%

23% 20% 22% 0% Q3 2016, Q2 2017, Q3 2017, $549.3M $515.0M $476.1

ROV Subsea Products Subsea Projects Asset Integrity Advanced Technologies

7 Remotely Operated Vehicles 22%

Revenue Contribution Q3 2017

Flagship of the Oceaneering Franchise

8 Floating Rig Demand History Oceaneering 55% Market Share as of September 30, 2017 Floaters Working Floaters Contracted % with OII ROVs 300 100%

250 75% 200 ROVs OII with %

150 50% Rigs atEnd PeriodRigs

100 Floating Floating 25% 50

Contracted 0 0% 2014 2014 2014 2014 2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

Source: IHS-Petrodata, September 30, 2017

9 Oceaneering ROV Fleet Size – 279 ROVs as of September 30, 2017

ROVs Added ROVs Retired OII Fleet Size 350 50

40 ROV Adds/Retires 300 30

20 250 Vehicle Count atEnd Count Period Vehicle 10

200 0 2008 2009 2010 2011 2012 2013 2014 2015 2016* 2017 YTD**

* Retired 39 ROVs in Q3 2016. ** Nine Months ended September 30, 2017

10 Oceaneering ROV Pricing Revenue per day on hire

$11,000

$10,000

$9,000

$8,000

$7,000

$6,000

$5,000

$4,000

$3,000 Revenue per Day on Hire DayRevenue peron $2,000

$1,000

$0 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 YTD*

* Nine Months ended September 30, 2017

11 Oceaneering ROV Days on Hire Floating Rig Utilization constrains drilling support ROV days on hire

DoH Drill Support DoH Vessel Based Contracted Floater Utilization ROV Fleet Utilization

100,000 100%

80,000 75% Utilization Rates Utilization

60,000

50%

40,000 Days on Hire Days on

25% 20,000

0 0% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 YTD*

* Nine Months ended September 30, 2017 Approximately 50% of OII ROV fleet is utilized in Drilling Support activities; and OII averages >50% Floating Rig Market Share.

12 Oceaneering ROV Utilization Mix

Drill Support ROV Utilization Vessel Based ROV Utilization 100%

75%

50%

25% Average ROV FunctionROV AverageUtilization

0% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2017 2017 Q1 Q2 Q3

13 More Focus on Vessel-Based Services

§ 10 ROVs to Heerema Marine Contractors § Providing ROVs and subsea tooling aboard Heerema’s deepwater construction vessels and semi-submersible crane vessels on a global basis through 2020.

§ 8 ROVs to Mærsk Supply Services § Providing ROVs, survey and associated services, including subsea tooling, engineering, communication and data solutions, to support Mærsk’s global operations.

14 Successfully Completed E-ROV Pilot Project for Statoil Fully stand-alone battery powered Work class ROV system, remotely piloted from onshore via a surface 4G LTE data communication buoy

E-ROV concept winner 2017 World Oil New Horizons Idea Award

15 Remote Piloting and Automated Control Technology Full ROV piloting via broadband data communication link connection technologies such as 4G, fiber, or satellite link

Norway Mission Support Center

Revolutionizes operational efficiency and allows Subject Matter Experts and/or ROV pilots to support ROV operations by establishing control through a remote Internet link

16 Oceaneering ROV Remote Future is Here Enabling better control and video imaging, precise tool manipulation, and adherence to industry requirements

Communications via 4G, Fiber and Satellite

Mission Support Centers Forus, Stavanger, and Houston, TX, and Morgan City, LA

Traditional ROV System Resident ROV Concept E-ROV Concept

17 Subsea Products 30%

Manufactured Products Revenue Contribution Q3 2017 Production Control Umbilicals Supply electric and hydraulic power to subsea trees and inject chemicals into reservoirs and well streams.

Specialty Subsea Hardware Field development hardware used to connect production trees to umbilicals and flow lines. Also includes connectors and valves - Oceaneering Grayloc, Oceaneering Pipeline Connection & Repair Systems (PCRS) and Oceaneering Rotator. Service and Rental Supports well intervention, drilling, construction, field maintenance, and plugging and abandonment activities. Tooling & Subsea Work Systems Installation and Workover Control Systems (IWOCS)

18 Subsea Hardware Capex Forecast Subsea Products backlog at the end of September 30, 2017: $284 million

Subsea Capex, Infield October 2017 SS Products Backlog $1,000 $8,000

$800 $6,400 Subsea Hardware ($ in Millions) ($ in $600 $4,800

($ in($Millions) $400 $3,200 Capex * OII SS Products Backlog ProductsOII SS $200 $1,600

$0 $0 2012 2013 2014 2015 2016 2017F 2018F 2019F 2020F 2021F

Source: Infield Systems, October 2017; Capex for subsea trees, templates, manifolds, subsea boosters/compression/separation, umbilicals. * Subsea Products Backlog as of September 30, 2017.

19 Subsea Installations Forecast

Trees Onstream SSProducts Revenue 500 $1,500

400 $1,200 SS OII Products Revenue ($ ($

300 $900 Millions) in

200 $600 Trees OnstreamTrees * 100 $300

0 $0 2012 2013 2014 2015 2016 2017F 2018F 2019F 2020F 2021F

Source: Infield Systems, October 2017. * Subsea Products revenue for the nine months ended September 30, 2017

20 Oceaneering Well Intervention Delivering a one-stop-shop solution including vessel and ROV services, tooling, and well intervention solutions around the world

21 Oceaneering Proven Well Access Capabilities

§ IRIS and BORIS - rigless, riserless light well intervention systems

§ Reliably perform in depths to 10,000 feet and pressures to 10,000 psi

§ Maximize production and increase the recovery rate from offshore oil and gas reservoirs or, alternatively, prepare wells to be plugged and abandoned

Riserless Intervention System winner 2017 World Oil Best Well Intervention Technology Award

22 17% Subsea Projects

Revenue Contribution Q3 2017

Change out photo and replace with AUV

Consist of Project Management, Survey, Data Management, Subsea Installation and IMR Services

23 Subsea Projects Overview Assets Available for this Market Spot or Charter Contract Location End § Deepwater Multi-Purpose Supply Vessels** 3 Owned *Ocean Intervention Spot GOM N/A *Ocean Intervention II Spot GOM N/A *Ocean Evolution (delivers end of 2017) Spot GOM N/A 1 Chartered on Spot Market *Ocean Alliance Spot GOM Mar ’18

§ Diving Support Vessels § Survey/Autonomous Underwater Vehicles (AUV) Services § Global Data Solutions * Jones Act Vessel ** Supplemented with short-term vessel charters, as necessary

24 Strong Balance Sheet and Liquidity Capital Sources and Allocations § Liquidity at 3Q 2017 § $472 million of cash, over $350 million in the U.S. § $500 million undrawn revolving credit facility, maturity October 2021 § First debt maturities - $300 million in October 2019

§ Organic capital expenditures § Expect to range from $90 million to $110 million in 2017, and include $40 million to $50 million maintenance

§ Acquisitions § Continue to consider investments that augment our service or product offerings, with more focus on our customers’ operating expenditures

§ Dividends § Suspended until we see significant improvement in market outlook and projected free cash flow

§ Consider share repurchases

25 Leveraged to Deepwater

§ Projects take years to develop

§ Largely oil reservoirs § With high production flow rates

§ Well capitalized customer base § ~50% revenue from E&P majors in prior 3 years

§ Investment based on long-term commodity price expectations

26 Long Term: Offshore Remains Essential Incremental production growth through 2020 requires significant investment in both on- and offshore

110

100 Shale 90 Other Onshore Offshore is 23% of total 80 Offshore incremental bbls to 2020 70 Total Liquids MMB/D Total

60 Current Sources of Production

50 2016 2017F 2018F 2019F 2020F

Source: Morgan Stanley Research , Wood Mackenzie, Rystad Energy, and Company Data – June 2017

27 2017 4Q and Full Year + 2018 Outlook

§ Forecasting considerably lower Q4 2017 operating income on relatively flat revenue

§ Most of the decline in our ROV and Subsea Projects

§ Modestly lower Subsea Products and Asset Integrity

§ Modestly higher Advanced Technologies

§ Continuing to project marginally profitable at the operating income level on a consolidated basis for the full year 2017

§ 2018 earnings expected to be significantly lower than 2017

28 Conclusion

§ Challenging market continues

§ Aligned our operations with anticipated level of activity

§ Longer term, deepwater is still critical to reserve replenishment

§ Looking for opportunities to grow the company

§ Defending, or growing our market share

§ Engaging more directly with our customers to develop value added solutions that increase their cash flow

§ Driving efficiencies throughout the organization

§ Controlling costs and maintaining an organization commensurate with existing business levels

§ Maintaining a strong balance sheet

29

EBITDA Reconciliation to Net Income (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 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: 2016 2017 2012 2013 2014 2015 2016 thru Q3 thru Q3

Net Income $ 289.0 $ 371.5 $ 428.3 $ 231.0 $ 24.6 $ 35.6 $ (7.2) Depreciation & Amortization 176.5 202.2 229.8 241.2 250.2 194.0 160.5 Subtotal 465.5 573.7 658.1 472.2 274.8 229.6 153.3 Interest Expense/Income, Net 2.3 1.7 4.4 23.4 20.3 15.6 16.3

Income Tax Expense 132.9 170.8 195.2 105.3 18.8 16.2 4.1

EBITDA $ 600.7 $ 746.2 $ 857.7 $ 600.9 $ 313.9 $ 261.4 $ 173.7

31 Free Cash Flow (Through the Cycle) (USD in millions)

“Free Cash Flow” (FCF) is a non-GAAP financial measurement. FCF represents cash flow provided by operating activities less organic capital expenditures (i.e., purchases of property and equipment other than those in business acquisitions. Management believes that this is an important measure because it represents funds available to reduce debt and pursue opportunities that enhance shareholder value, such as making acquisitions and returning cash to shareholders through dividends or share repurchases.

2016 2017 Period Ended 2012 2013 2014 2015 2016 thru Q3 thru Q3

Net Income $ 289.0 $ 371.5 $ 428.3 $ 231.0 $ 24.6 $ 35.6 $ (7.2) Depreciation & Amortization 176.5 202.2 229.8 241.2 250.2 194.0 160.5 Other Changes in Cash Provided by Operating Activities (27.7) (42.3) 63.7 88.2 65.7 32.1 (9.3) Cash Provided by Operating Activities 437.8 531.4 721.8 560.4 340.5 261.7 144.0 Purchases of Property & Equipment (300.6) (382.5) (386.9) (200.0) (112.4) (83.4) (59.9)

Free Cash Flow $ 137.2 $ 148.9 $ 334.9 $ 360.4 $ 228.1 $ 178.3 $ 84.1

32 Oceaneering Liquidity and Debt

Cash* Revolver Debt $1,000 Undrawn $500M $500M Revolving Credit Facility 4.650% Senior Notes

$750

$500

$472M $300M

$ in$hundred thousands Te r m Loa n Fa c ility $250

$0 Available Liquidity 2019 2024

* Over $350 million of cash on our balance sheet at September 30, 2017 was in the United States.

33 Oceaneering ROV Leading Market Position Remotely Operated Vehicles

Ownership Drill Support Market Share

280 28% 83 55% OII Subsea 7 Fugro DOF Subsea C-Innovations Helix TMT IKM Group Other Worldwide Fleet 151 Floating Rigs Contracted** 1010 Vehicles*

Source: *OII Estimates - December 2016; **IHS Petrodata and OII Estimates – September 30, 2017

34 Oceaneering ROV Fleet – 279 ROVs Geographic Profile – September 30, 2017

ROV Count Vessel Based, 87 100 100

90 90 80 79 80 80

70 70

60 60 52 50 50 ROVs 40 40 31 30 30 21 20 16 20

10 10 16 21 36 4 6 4 0 0 GOM Africa North Sea Brazil Asia/Pac Other

Other includes Canada, Mexico, and the Middle East.

35 Investor Relations Contact

Suzanne Spera Director, Investor Relations 713-329-4707 [email protected]

36