Connecting What’s Needed with What’s Next™

Jefferies Energy ConferenceNovember 28, 2017 Houston, TX

Alan R. CurtisChief Financial Officer

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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.

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 - longer term, deepwater remains critical to reserve replenishment

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• ROV• Survey (SP)• Tooling (SSP)

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

EXPLORATION

10%

DEVELOPMENT

50%

PRODUCTION

35%

DECOMMISSIONING

5%

# of OperatingFloating Drilling Rigs

# of Subsea Tree Installations

# of Subsea TreesIn Service

# of Field Abandonments

PHASE

% OII Revenue

#1 Market Driver

Business Segment Product

and Service

Revenue Streams

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

Workover Control Systems (SSP)

• Subsea Hardware (SSP)• Umbilicals (SSP)• Vessel-based Installation

Services (SP)• Inspection Services (AI)

• ROV• Tooling (SSP)• IWOCS (SSP)• Subsea Hardware (SSP)• Vessel-based Inspection,

Maintenance & Repair Services (SP)

• Inspection Services (AI)

• ROV • Tooling (SSP)• IWOCS (SSP)

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In All Phases of the Offshore Oilfield Life Cycle

10%

50%

35%

5%

Exploration Development Production Decommissioning

Largest Exposure is in Field DevelopmentOilfield Revenue Mix

Source: OII Estimates: 2016

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5 Operating Segments

Remotely Operated Vehicles (“ROVs”)

Subsea Products

Subsea Projects

Asset Integrity

Advanced Technologies

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Revenue by Business Segment

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23% 20% 22%

29% 34% 30%

20% 15% 17%

13%11% 13%

15% 20% 18%

0%

25%

50%

75%

100%

Q3 2016,$549.3M

Q2 2017,$515.0M

Q3 2017,$476.1

ROV Subsea Products Subsea Projects Asset Integrity Advanced Technologies

Remotely Operated Vehicles 22%

Revenue Contribution Q3 2017

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Flagship of the Oceaneering Franchise

0%

25%

50%

75%

100%

0

50

100

150

200

250

300

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

% w

ith OII R

OV

sC

ontra

cted

Flo

atin

g R

igs

at P

erio

d E

nd

Floaters Working Floaters Contracted % with OII ROVs

Floating Rig Demand History

Source: IHS-Petrodata, September 30, 2017

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Oceaneering 55% Market Share as of September 30, 2017

200

250

300

350

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

0

10

20

30

40

50

Vehi

cle

Cou

nt a

t Per

iod

End

R

OV

Adds/R

etires

ROVs Added ROVs Retired OII Fleet Size

Oceaneering ROV Fleet Size – 279 ROVsas of September 30, 2017

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

Oceaneering ROV Pricing

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

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

$9,000

$10,000

$11,000

Rev

enue

per

Day

on

Hire

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* Nine Months ended September 30, 2017

Revenue per day on hire

Oceaneering ROV Days on Hire

0%

25%

50%

75%

100%

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

0

20,000

40,000

60,000

80,000

100,000

Utilization R

atesDay

s on

Hire

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

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Floating Rig Utilization constrains drilling support ROV days on hire

* 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.

0%

25%

50%

75%

100%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017Q1

2017Q2

2017Q3

Aver

age

RO

V F

unct

ion

Util

izat

ion

Drill Support ROV Utilization Vessel Based ROV Utilization

Oceaneering ROV Utilization Mix

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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.

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Successfully Completed E-ROV Pilot Project for StatoilFully 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

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Remote Piloting and Automated Control Technology

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Full ROV piloting via broadband data communication link connection technologies such as 4G, fiber, or satellite link

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

Norway Mission Support Center

Oceaneering ROV Remote Future is Here

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Communications via 4G, Fiber and Satellite

Mission Support Centers Forus, Stavanger, and

Houston, TX, and Morgan City, LA

Traditional ROV System Resident

ROV ConceptE-ROV Concept

Enabling better control and video imaging, precise tool manipulation, and adherence to industry requirements

Subsea Products

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Manufactured Products

Service and Rental

Production Control Umbilicals

Specialty Subsea Hardware

Supply electric and hydraulic power to subsea trees and inject chemicals into reservoirs and well streams.

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.

30%

Revenue Contribution Q3 2017

Tooling & Subsea Work Systems

Supports well intervention, drilling, construction, field maintenance, and plugging and abandonment activities.

Installation and Workover Control Systems (IWOCS)

$0

$1,600

$3,200

$4,800

$6,400

$8,000

$0

$200

$400

$600

$800

$1,000

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

Subsea H

ardware C

apex($ in M

illions)O

II S

S P

rodu

cts

Bac

klog

($ in

Milli

ons)

Subsea Capex, Infield October 2017 SS Products Backlog

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

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

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*

$0

$300

$600

$900

$1,200

$1,500

0

100

200

300

400

500

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

OII S

S P

roducts Revenue

($ in Millions)

Tree

s O

nstre

am

Trees Onstream SSProducts Revenue

Subsea Installations Forecast

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

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*

Oceaneering Well Intervention

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

Oceaneering Proven Well Access Capabilities

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

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

Subsea Projects17%

Revenue Contribution Q3 2017

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Change out photo and replace with

AUV

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

Services

Deepwater Multi-Purpose Supply Vessels**

Spot or Contract Location

CharterEnd

3 Owned

*Ocean Intervention

*Ocean Intervention II

*Ocean Evolution (delivers end of 2017)

SpotSpot Spot

GOMGOMGOM

N/AN/AN/A

1 Chartered on Spot Market

*Ocean Alliance Spot GOM Mar ’18

Diving Support Vessels

Survey/Autonomous Underwater Vehicles (AUV) Services

Global Data Solutions

Subsea Projects Overview Assets Available for this Market

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* Jones Act Vessel** Supplemented with short-term vessel charters, as necessary

Strong Balance Sheet and Liquidity

Liquidity at 3Q 2017 o $472 million of cash, over $350 million in the U.S. o $500 million undrawn revolving credit facility, maturity October 2021o First debt maturities - $300 million in October 2019

Organic capital expenditureso Expect to range from $90 million to $110 million in 2017, and include

$40 million to $50 million maintenance

Acquisitions o Continue to consider investments that augment our service or product

offerings, with more focus on our customers’ operating expenditures

Dividendso Suspended until we see significant improvement in market outlook and

projected free cash flow

Consider share repurchases

Capital Sources and Allocations

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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

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50

60

70

80

90

100

110

2016 2017F 2018F 2019F 2020F

Tota

l Liq

uids

MM

B/D

Long Term: Offshore Remains Essential

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Incremental production growth through 2020 requires significant investment in both on- and offshore

Current Sources of Production

Offshore is 23% of total incremental bbls to 2020

Shale

Other Onshore

Offshore

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

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

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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

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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:

2012 2013 2014 2015 20162016

thru Q32017

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 465.5 573.7 658.1 472.2 274.8 229.6 153.3Interest 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

EBITDA Reconciliation to Net Income(USD in millions)

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Period Ended 2012 2013 2014 2015 20162016

thru Q32017

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

Free Cash Flow (Through the Cycle)

“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.

(USD in millions)

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28028%

OIISubsea 7FugroDOF SubseaC-InnovationsHelixSaipemTMTTechnipIKM GroupOther

8355%

Worldwide Fleet1010 Vehicles*

151 Floating Rigs Contracted**

Ownership Drill Support Market Share

Oceaneering ROV Leading Market PositionRemotely Operated Vehicles

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

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80

52

79

21

31

16

16 21 36 4 6 40

10

20

30

40

50

60

70

80

90

100

0

10

20

30

40

50

60

70

80

90

100

GOM Africa North Sea Brazil Asia/Pac Other

RO

Vs

ROV Count Vessel Based, 87

Oceaneering ROV Fleet – 279 ROVsGeographic Profile – September 30, 2017

Other includes Canada, Mexico, and the Middle East.

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Investor Relations Contact

Suzanne SperaDirector, Investor Relations713-329-4707InvestorRelations@Oceaneering.com

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