RBC Capital Markets ConferenceJune 3, 2014

New York, NY

M. Kevin McEvoyPresident & CEOPresident & CEO

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 - 304 OII – 16759%35% 59%

Worldwide Fleet877 Vehicles*

283 Floating Rigs Contracted**

Source: OII Estimates - * December 2013; IHS Petrodata -**March 2014

Leading Market PositionSpecialty Subsea ProductsSpecialty Subsea Products

Umbilicals

Tooling & Subsea Work Systems

Installation andWorkover Control

Systems

Subsea Hardware

Earnings Per Share Guidance2014 Estimate $3 90 - $4 10Earnings Per Share Guidance2014 Estimate $3 90 - $4 10

$4.50Actual Low Estimate High Estimate

2014 Estimate $3.90 $4.102014 Estimate $3.90 $4.10

$

$3.50

$4.00

$4.50

are

$2.00

$2.50

$3.00

ngs

per S

h

$0 50

$1.00

$1.50

Ear

ni

$0.00

$0.50

2008 2009 2010 2011 2012 2013 2014E

OII 2014 Guidance Range as of April 23, 2014

Combined EPS – OSX CompaniesExcluding OIICombined EPS – OSX CompaniesExcluding OII

$80Actual Consensus Estimate

Excluding OIIExcluding OII

$60

$80

are

$40

ngs

per S

h

$20Ear

ni

$02008 2009 2010 2011 2012 2013 2014E

Based on First Call Actuals and Mean Estimates as of April 30, 2014

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 2013 2014E

Based on First Call Actuals and Mean Estimates as of April 30, 2014

EPS Guidance Oilfield Business Segment OutlookEPS Guidance Oilfield Business Segment OutlookOilfield Business Segment OutlookOilfield Business Segment Outlook

SEGMENT OPERATING INCOMESEGMENT OPERATING INCOME

2014 2014

ROV >2013

Subsea Products >2013

ROV >2013

Subsea Products >2013Subsea Products >2013

Subsea Projects >2013

Subsea Products >2013

Subsea Projects >2013

Asset Integrity >2013Asset Integrity >2013

Excellent Cash Flow & Liquidity

• EBITDA of $850 MM to $890 MM Expected in 2014• EBITDA of $850 MM to $890 MM Expected in 2014– $746 MM in 2013– $746 MM in 2013

• Ample Resources to Invest in GrowthAt March 31, 2014:

• Ample Resources to Invest in GrowthAt March 31, 2014:

– $106 MM Cash– $90 MM Debt– $106 MM Cash– $90 MM Debt– $2.1 B Equity– $2.1 B Equity

EBITDA Reconciliation to Net Income is in Supplemental Financial Information Slides

Long-Term Deepwater Outlook

• Major Source of Future Oil Supply

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

• Drilling Intensity is Rising

Source: ExxonMobil and Deutsche Bank,

Worldwide Deepwater CapexForecast to More Than DoubleWorldwide Deepwater CapexForecast to More Than Double

$300

$ in billions DW Capex in Billions

Forecast to More Than DoubleForecast to More Than Double

$260

$

$250

$300

$150

$200

$113

$50

$100

$02009-2013 2014-2018

Source: Douglas-Westwood, January 2014

5-Year OII OutlookGlobal Demand Growth5-Year OII OutlookGlobal Demand Growth

• Deepwater Drilling

Global Demand Growth Global Demand Growth

• Field Development

• Inspection, Maintenance, and Repair (IMR)

Floating Rig Demand

400s

282

350

400

loat

ing

Rig

s

≈ 90% IncreaseIn Demand Since 2003

282

250

300

ontra

cted

Fl

150

200

ear-E

nd C

o

147

100

Ye

Source: IHS-Petrodata at December 31, 2013

at End of 2013: 314 Rigs in Fleet, 90% Fleet Utilization.

Floating Rig DemandWith 5-Year Projection Assuming 50 Rigs Retired

400s

Up > 45 17% Growth

With 5 Year Projection, Assuming 50 Rigs Retired

329

350

400

loat

ing

Rig

s 17% Growth

Assuming 10 Rigs Per Year are Retired and 90% Rig Fleet Utilization

282

329

250

300

ontra

cted

Fl

150

200

ear-E

nd C

o

100

Ye

Source: IHS-Petrodata at March 31, 2014

@ End of 2013: 314 Rigs in Fleet, 90% Fleet Utilization.

Floating Rig Demand5-Year Averages Assuming 50 Rigs Retired & 90% Utilization

400s

Up 75 30% Growth

5 Year Averages, Assuming 50 Rigs Retired & 90% Utilization

305350

400

loat

ing

Rig

s 30% Growth

325

250

300

ontra

cted

Fl

185

250

150

200

ear-E

nd C

o 185

100

Ye

Source: IHS-Petrodata at March 31, 2014

@ End of 2013: 314 Rigs in Fleet, 90% Fleet Utilization.

Outlook for ROV Demand on Vessels

3.5

3.0

3.5

atin

g R

ig

2 5

2.9

2 0

2.5

OV

s pe

r Flo

a 2.5

1.5

2.0

Glo

bal R

O

1.0

Source: Oceaneering Estimates and IHS-Petrodata

Year End

Subsea Hardware CapexForecast to Increase 80%Subsea Hardware CapexForecast to Increase 80%

$125

$ in billions

Forecast to Increase 80%Forecast to Increase 80%

$117$100

$125

$65$50

$75

$25

$50

$02009-2013 2014-2018

Source: Douglas-Westwood, May 2014

Deepwater Fields BacklogUndeveloped DiscoveriesDeepwater Fields BacklogUndeveloped Discoveries

600

Fields ≥600m

Undeveloped DiscoveriesUndeveloped Discoveries

500

600

300

400

100

200

02009 2010 2011 2012 2013

Source: IHS Petrodata

Offshore Construction BacklogSaipem Technip and Subsea 7

€30

in billions

Saipem, Technip, and Subsea 7

€25

€30

€15

€20

€5

€10

€02009 2010 2011 2012 2013

Source: Morgan Stanley Estimates and Company Filings

Subsea Tree OrdersForecast at Historically High Levels

800

Forecast at Historically High Levels

600

700

800

400

500

200

300

100

Source: Quest Offshore Resources – Mean Case Forecast, May 2014

Subsea Installations – Excluding BrazilForecast at Historically High LevelsSubsea Installations – Excluding BrazilForecast at Historically High LevelsForecast at Historically High LevelsForecast at Historically High Levels

600 ≈ 60% Growth

500

600

ns

≈ 60% Growth

365

300

400

Inst

alla

tion

265230

100

200

0

Source: Quest Offshore Resources – Mean Case Forecast, May 2014

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

$2505000

Annual SSP Op Incin millions

vs. Subsea Products Operating Income (SSP Op Inc)

$200

$250

4000

5000

$100

$150

2000

3000

$50

$100

1000

2000

$00

SS Completions SSP Op Inc

Source: Quest Offshore Resources & OII SEC Filings, May 2014

Subsea Completions In Service, Excl BRZ Forecast at Historically High Levels

5000

Forecast at Historically High Levels

Up ≈ 1000> 30% Growth

4000

5000

2000

3000

1000

2000

0

Source: Quest Offshore Resources & OII SEC Filings, May 2014

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

• Some Project Approvals May Continue Moving to the Rightto the Right

• Approved ProjectsApproved Projects

– Cost Overruns

– Production Start-Up Delays

– Technical Challenges

• 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

$1,000in millions Actual Low Estimate High Estimate

$700

$800

$900

$1,000

$400

$500

$600

$700

$100

$200

$300

$400

$0

$100

2008 2009 2010 2011 2012 2013 2014E*

*2014 - $850MM - $890MMBased on OII EPS Guidance as of April 23, 2014See 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 2013 2014E 2014E(in millions of $) LOW HIGH

Net Income 199.4 188.4 200.5 235.7 289.0 371.5 425 445

Depreciation & Amortization 115.0 122.9 153.7 151.2 176.5 202.2 230 240

Subtotal 314.4 311.3 354.2 386.9 465.5 573.7 655 685

Interest Expense/Income, Net 12.6 7.1 5.4 .2 2.3 1.6

Income Tax Expense 107.8 101.4 104.7 102.2 132.9 170.8 195 205

EBITDA 434.8 419.8 464.3 489.3 600.7 746.2 850 890

OII Balance Sheet(in millions)

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

( )

Dec 31, 2009

Dec 31, 2010

Dec 31, 2011

Dec 31, 2012

Dec 31, 2013

Mar 31, 2014

$ $ $ $ $ $Equity $1,224 $1,390 $1,558 $1,815 $2,043 $2,090

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

Cash 162 245 106 121 91 106

Debt/Cap 9% 0% 7% 5% 0% 4%

Business Segments

7% 2%Revenue Operating Income

31%15%

7%

12%

8%

16%

46%

31%

16%

32%

ROVSubsea ProductsSubsea ProjectsA t I t itAsset IntegrityAdtech

YTD March 2014

Supplemental Market Information

Oilfield ROV FleetOwnership Profile - December 2013p

35%

OII - 304OII

Subsea 7

35%

Fugro

DOF Subsea

Saipem

C I tiC-Innovations

Helix

Technip

OtherOther

877 Vehicles

Source: OII Estimates

OII ROV FleetGeographic Profile – March 2014

34

g p

8533

34

GOM

Africa

35Norway

Brazil

7651

Asia/Pac

Other

314 Vehicles

OII ROV Fleet Size

314350 314

250

300

350

od E

nd

150

200

ount

at P

eri

125

50

100

Vehi

cle

Co

0

March 31, 2014

Oilfield ROV Drill Support MarketMarch 2014

OII

Subsea 7

59%

Subsea 7

Fugro

SonsubSonsub

Other

283 Contracted Floating Rigs

Source: IHS-Petrodata and OII Estimates

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

*YTD March 2014

High-Spec, Non-PBR Brazil Rig Fleet

• 116 Existing Rigs Under Contract

OII ROV C t t 79%– OII ROV Contracts on 79%

• 72 Rigs On Order

– Visibility of Significant Rig Fleet Growth– Visibility of Significant Rig Fleet Growth– OII Expects to Continue as Dominant ROV Provider

• OII ROV Contracts on 17 of 19 AwardsOII ROV Contracts on 17 of 19 Awards• 53 Remaining ROV Contract Opportunities

• Only 5 rigs have drilling contracts

Source: IHS-Petrodata Data & OII Estimates, March 31, 2014

y g g

Subsea Products BacklogAt Period EndSubsea Products BacklogAt Period End

$1,000in millions

At Period EndAt Period End

$800

$1,000

$400

$600

$200

$400

$02009 2010 2011 2012 2013 2014

March 2014

Subsea Tree OrdersForecast at Historically High Levels

800

Forecast at Historically High Levels

Up 215≈ 55% Growth

600

700

800

610

400

500 430395

200

300

100

Source: Quest Offshore Resources – Mean Case Forecast, May 2014

Subsea Tree Orders – Excluding BRZForecast at Historically High LevelsSubsea Tree Orders – Excluding BRZForecast at Historically High LevelsForecast at Historically High LevelsForecast at Historically High Levels

500

75% Growth

465

400

500

ers

355

200

300

Tree

Ord

e

265

100

200

0

Source: Quest Offshore Resources – Mean Case Forecast, May 2014

Subsea InstallationsForecast at Historically High Levels

700

Forecast at Historically High Levels

Up 165≈ 55% Growth

600

700

4

400

500

305290

455

200

300290

100

Source: Quest Offshore Resources – Mean Case Forecast, May 2014

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

$2505000

Annual SSP Op Incin millions

vs. Subsea Products Operating Income (SSP Op Inc)

$200

$250

4000

5000

$100

$150

2000

3000

$50

$100

1000

2000

$00

SS Completions SSP Op Inc

Source: Quest Offshore Resources & OII SEC Filings, May 2014

Subsea Completions In Service Forecast at Historically High Levels

6000

Forecast at Historically High LevelsUp ≈1375

> 30% Growth

5000

6000

3000

4000

1000

2000

0

Source: Quest Offshore Resources & OII SEC Filings, May 2014

Umbilical Products

Steel Tube UmbilicalsSteel Tube UmbilicalsThermoplastic Hose UmbilicalsThermoplastic Hose Umbilicals

OIE Products

Tooling & Work Packages

Production Control Valves

g

Installation Workover & Control Systems Field Development HardwareConnectors & Repair Systems

Annual Price PerformanceOII vs OSXAnnual Price PerformanceOII vs OSX

125%OII OSX

OII vs. OSX OII vs. OSX 20142014

OII OII down 7%down 7%OSX OSX up 5%up 5%

75%

125%

25%

-25%

-75%

*Through April 30, 2014: Based on Previous Year-End Purchases

Cumulative Price PerformanceOII vs OSXCumulative Price PerformanceOII vs OSX

1000%OII OSX

OII vs. OSXOII vs. OSX20142014

OII OII down 7%down 7%OSX OSX up 5%up 5%

700%

850%

1000%

400%

550%

100%

250%

-50%

*Through April 30, 2014: Based on Previous Year-End Purchases