COWENDecember 3, 2013

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 – 28936%

OII – 16359%36% 59%

Worldwide Fleet803 Vehicles*

278 Floating Rigs Contracted**

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

Leading Market PositionSpecialty Subsea ProductsSpecialty Subsea Products

Umbilicals

Tooling & Subsea Work Systems

Installation andWorkover Control

Systems

Subsea Hardware

Earnings Per Share Guidance2013 Estimate $3 35 - $3 40; 2014 Estimate $3 90 - $4 10Earnings Per Share Guidance2013 Estimate $3 35 - $3 40; 2014 Estimate $3 90 - $4 10

$4.50Actual Low Estimate High Estimate

2013 Estimate $3.35 $3.40; 2014 Estimate $3.90 $4.102013 Estimate $3.35 $3.40; 2014 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 2013E 2014E

OII 2013 Guidance Range as of October 28, 2013

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 2013E 2014E

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

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

SEGMENT OPERATING INCOMESEGMENT OPERATING INCOME

2013 20142013 2014

ROV >2012 >2013

Subsea Products >2012 >2013

ROV >2012 >2013

Subsea Products >2012 >2013Subsea Products >2012 >2013

Subsea Projects >2012 >2013

Subsea Products >2012 >2013

Subsea Projects >2012 >2013

Asset Integrity >2012 >2013Asset Integrity >2012 >2013

Excellent Cash Flow & Liquidity

• EBITDA of $735 MM to $745 MM Expected in 2013• EBITDA of $735 MM to $745 MM Expected in 2013– $601 MM in 2012

f $ $

– $601 MM in 2012

f $ $• EBITDA of $845 MM to $880 MM Expected in 2014• EBITDA of $845 MM to $880 MM Expected in 2014

• Ample Resources to Invest in GrowthAt September 30, 2013:

• Ample Resources to Invest in GrowthAt September 30, 2013:

– $102 MM Cash– $40 MM Debt– $102 MM Cash– $40 MM Debt

EBITDA Reconciliation to Net Income is in Supplemental Financial Information Slides

– $2.0 B Equity– $2.0 B Equity

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 OII OutlookGlobal Demand Growth5-Year OII OutlookGlobal Demand Growth

• Deepwater Drilling

Global Demand Growth Global Demand Growth

• Deepwater Drilling

• Field Development• Field Development

I ti M i t d R i (IMR)• 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 ~90

350

400

loat

ing

Rig

s

360

p33% Growth

271250

300

ontra

cted

Fl

150

200

ear-E

nd C

o

100

Ye

Source: IHS-Petrodata and OII Estimates at September 30, 2013

Floating Rig Demand5-Year Averages

400s5 Year Averages

Up 9540% Growth

350

400

loat

ing

Rig

s

330

250

300

ontra

cted

Fl

175

235

150

200

ear-E

nd C

o 175

100

Ye

Source: IHS-Petrodata and OII Estimates at September 30, 2013

Outlook for ROV Demand on Vessels

3.5 3 0

2.5

3.0

3.5

atin

g R

ig

2.4

3.0

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 ≈ 270 Additional VehiclesTotal Demand ≈ 270 Additional Vehicles• Total Demand ≈ 270 Additional Vehicles

– More than 35% Growth

• Total Demand ≈ 270 Additional Vehicles

– More than 35% Growth

• OII Expects ≈ 95 – 100 Vehicles of Total Demand • OII Expects ≈ 95 – 100 Vehicles of Total Demand

– 55 to 60 to Support Drilling by the End of 2017– 55 to 60 to Support Drilling by the End of 2017

Source: Oceaneering Estimates at October 28, 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

in billions

Saipem, Technip, and Subsea 7

€25

€30

€15

€20

€5

€10

€0

Source: Morgan Stanley and Company Filings, June 2013

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, November 2013

Subsea Tree Orders5-Year Averages

800

5 Year Averages

Up 235≈ 65% Growth

600

700

800

605

400

500390 370

200

300

100

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

Subsea Tree Installations5-Year Averages

700

5 Year Averages

Up 150

600

700

450

Up 150≈ 50% Growth

400

500

300 300

450

200

300 300 300

100

Source: Quest Offshore Resources – Mean Case Forecast, November 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 1400

≈ 35% Growth

5000

6000

3000

4000

1000

2000

0

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

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 2013E* 2014E*

*2013 - $735MM - $745MM; *2014 - $845MM - $880MMBased on OII 2013 EPS Guidance as of October 28, 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 2014E 2014E(in millions of $) LOW HIGH LOW HIGH

Net Income 199.4 188.4 200.5 235.7 289.0 365 370 425 445

Depreciation & Amortization 115.0 122.9 153.7 151.2 176.5 200 205 225 230

Subtotal 314.4 311.3 354.2 386.9 465.5 565 575 650 675

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

Income Tax Expense 107.8 101.4 104.7 102.2 132.9 170 170 195 205

EBITDA 434.8 419.8 464.3 489.3 600.7 735 745 845 880

OII Balance Sheet(in millions)

D 31 D 31 D 31 D 31 D 31 S 30

( )

Dec 31, 2008

Dec 31, 2009

Dec 31, 2010

Dec 31, 2011

Dec 31, 2012

Sep 30, 2013

$ $ $ $ $ $Equity $968 $1,224 $1,390 $1,558 $1,815 $1,978

Debt 229 120 0 120 94 40Debt 229 120 0 120 94 40

Cash 11 162 245 106 121 102

Debt/Cap 19% 9% 0% 7% 5% 2%

Business Segments

9% 5%

Revenue Operating Income

30%15%

9%

41%9%

15%

13%

31%

15%

32%ROVSubsea ProductsSubsea ProjectsA t I t itAsset IntegrityAdtech

YTD September 2013

Supplemental Market Information

Oilfield ROV FleetOwnership Profile - December 2012p

36%

OII289

OIISubsea 7

36%

SonsubFugroCanyonTechnipC-InnovationsDOF SubseaOther

803 Vehicles

Source: OII Estimates

OII ROV FleetGeographic Profile - September 2013

40

g p p

76

33

40

GOM

Africa

35

33 Africa

Norway

Brazil

64

54

35 Brazil

Asia/Pac

Other54

302 Vehicles

Oilfield ROV Drill Support MarketSeptember 2013p

OII

Subsea 7

59%

Subsea 7

Fugro

SonsubSonsub

Other

278 Contracted Floating Rigs

Source: IHS-Petrodata and OII Estimates

OII ROVs on VesselsLocations

1922

GOM

AfricaAfrica

Norway

Other17

15

Other

73 Vehicles

September 2013

OII ROVs on VesselsCustomers

Operators

3637

Contractors

73 Vehicles

September 2013

OII ROV Fleet Size

302325

260

325

od E

nd

130

195

ount

at P

eri

125

65

130

Vehi

cle

Co

0

September 30, 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

YTD September 2013

High-Spec, Non-PBR Brazil Rig Fleet

• 103 Existing Rigs Under Contract

– OII ROV Contracts on 80%

• 72 Rigs On Order

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

• OII ROV Contracts on 23 of 26 Awards• 46 Remaining ROV Contract Opportunities

Source: IHS-Petrodata Data & OII Estimates, September 30, 2013

Subsea Products BacklogAt Period EndSubsea Products BacklogAt Period End

$1,000in millions

At Period EndAt Period End

$800

$1,000

$400

$600

$200

$400

$02008 2009 2010 2011 2012 2013

September 2013

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 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 60% up 60% OSX OSX up 29%up 29%

75%

25%

-25%

-75%

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

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

1300%OII OSX

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

OII OII up 60% up 60% OSX OSX up 29%up 29%

1000%

1150%

1300%

550%

700%

850%

100%

250%

400%

-50%

100%

*Through October 31, 2013: Based on Previous Year-end Purchases