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Oceaneering.com

Investor PresentationMarch 2020

1

You should not place undue reliance on forward-looking statements. This presentation reflects the views of Oceaneering's management as of the date hereof. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.

Non-GAAP Disclosures:

This presentation includes several “non-GAAP” financial measures, as defined under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. Oceaneering reports its financial results in accordance with U.S. generally accepted accounting principles, but believes that certain non-GAAP financial measures provide useful supplemental information to investors regarding the underlying business trends and performance of its ongoing operations and are useful for period-over-period comparisons of those operations. The non-GAAP measures in this presentation include EBITDA, Adjusted EBITDA, Adjusted Operating EBITDA and Free Cash Flow. These non-GAAP financial measures should be considered as supplemental to, and not as substitutes for or superior to, the financial measures prepared in accordance with GAAP. The definitions of these non-GAAP financial measures and reconciliations to the most comparable GAAP measures are provided in the Supplemental Information section of this presentation, beginning on page 27.

Forward-Looking Statementsfree cash flow, adjusted EBITDA, capital expenditures, and unallocated expenses; and our focus on generating positive free cash flow, maintaining our strong liquidity position, improving our returns and maintaining our superior safety performance and quality. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: factors affecting the level of activity in the oil and gas industry; supply and demand of drilling rigs; oil and natural gas demand and production growth; oil and natural gas prices; fluctuations in currency markets worldwide; future global economic conditions; the loss of major contracts or alliances; future performance under our customer contracts; and the effects of competition. 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 that may affect our actual results, see our periodic filings with the Securities and Exchange Commission, including our most recent Reports on Forms 10-K and 10-Q.

2

In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, Oceaneering cautions that statements 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.

The forward-looking statements in this presentation include, among other things, statements about: strengthening our portfolio of services and products; offshore activity and investment levels and the long-term outlook for offshore, including expectations about Brent crude prices, offshore and subsea expenditures and investments, contracted floating rig demand, subsea tree awards and installations, offshore FIDs, and global crude production; expectations regarding anticipated increase in 2020 activity for ROVs; stability in ROV pricing; the anticipated benefits of acquisitions; our forecast market share; our Subsea Products backlog, to the extent backlog may be viewed as an indicator of future revenue or profitability; our anticipated book-to-bill ratio for 2020; our future operations and our outlooks for the first quarter of 2020 and full-year 2020 information, including at each reporting segment level, and the factors underlying these outlooks, including as to

Reasons to Own Oceaneering• Increasing offshore activity levels• Provider of integrated technology solutions• Strong portfolio of diversified services and

products, and market positions • Geographically dispersed asset base and

revenue streams• Blue-chip customer base• Non-energy diversification• Increasing focus on eco-friendly enabling

opportunities

3

Managing our business in a way that promotes:• Safety and Health

• Environmental Sustainability

• Community Relations

• Workforce Diversity, and

• Ethics and Compliance

4

Another Reason to Own Oceaneering - Sustainability

Five Operating Segments

5

Remotely Operated Vehicles (ROV)

Subsea Products

Subsea Projects

Asset Integrity

Advanced Technologies

Energy:

Non-Energy:

Phase% of Oceaneering Revenue*

Exploration 14%

Development52%

Production32%

Decommissioning2%

Market Driver Floating Drilling Rigs

Subsea Tree Installations

Subsea Trees In Service

Field Abandonments

• ROV Services• Survey (SP)• Tooling (SSP)

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

Workover Control Systems (SSP)

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

Services (SP)• Inspection Services (AI)• Seabed Preparation/

Trenching (SP)

• ROV Services• Tooling (SSP)• Subsea Work Systems

(SSP)• IWOCS – (SSP)• Subsea Hardware (SSP)• Vessel-based

Installation Services (SP)

• Inspection Services (AI)

• ROV Services• Tooling (SSP)• Subsea Work Systems

(SSP)• IWOCS – (SSP)

Business Segment and Product and Service Revenue Streams

KEYROV = Remotely Operated VehiclesSSP = Subsea ProductsSP = Subsea ProjectsAI = Asset Integrity

Active in All Phases of the Offshore Oilfield Life Cycle

6*Estimates as of December 31, 2019.

50% 55%

50% 45%

65% 65%

35% 35%

78% 79%

22% 21%

0%

25%

50%

75%

100%

International United States Services Products Energy Segments Non-energy Segment

Revenue Sources

7

Geographic Area Services and Products

$1.9B $2.0B

2018 2019

$1.9B $2.0B

2018 2019

Industry Segments

$1.9B $2.0B

2018 2019

Financial Overview, Quarterly

8

19% 23% 21%

26%30% 33%

18%15% 15%

13%12% 11%

24% 20% 20%

0%

25%

50%

75%

100%

2018 Q4 2019 Q3 2019 Q4

Revenue Adjusted Operating EBITDA*

44% 51%39%

13%

35%

33%11%

10%

17%

5%

-1%

2%27%

5% 9%

0%

25%

50%

75%

100%

2018 Q4 2019 Q3 2019 Q4

Adtech

Subsea ProjectsAsset Integrity

Subsea ProductsROV

$497.6M $80.5M$60.1M $72.6M

*Percentages exclude Unallocated Expenses and the effects of certain specified items. For reconciliation of Adjusted Operating EBITDA to Operating Income, see the Supplemental Information.

$560.8M$495.1M

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Q4 2019 compared to

Q3 2019 Primary Variance FactorsConsolidated Results +$2.8M Higher energy segment activity.

ROV Lower Additional costs for fleet preparation for anticipated increased 2020 activity.

Subsea Products Flat Increased lower margin activity in Manufactured Products offset by decreased higher margin activity in Service and Rental.

Subsea Projects Higher Increased activity for both Gulf of Mexico IMR and Survey services.

Asset Integrity Higher Increased revenue.

Advanced Technologies Higher Increased revenue, despite Entertainment Systems’ cost overruns, postponed awards, and customer-requested project delays.

Unallocated Expenses Higher Higher accruals for incentive-based compensation.EBITDA, Adjusted + $3.2M Positive adjusted EBITDA from all operating segments.

Comparing Results* 2019, Q4 vs Q3

*Results are Adjusted Operating Income; excluding EBITDA, Adjusted.

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2019 compared to

2018 Primary Variance FactorsConsolidated Results Higher

ROV Higher Increased ROV days on hire (doh) by 12%, and revenue per doh by 2%

Subsea Products Higher Increased Manufacturing revenues; better performance in Service and Rental.

Subsea Projects Higher Improved performance on flat revenue.

Asset Integrity Lower Competitive pricing for Inspection services.

Advanced Technologies Lower Execution issues and customer-driven project delays/cancellations in Entertainment Systems business.

Unallocated Expenses Higher Higher accruals for incentive-based compensation.

EBITDA, Adjusted ↑15% $165M. Positive adjusted EBITDA from all operating segments.

Capital Expenditures ↑35% $148M. Increased from initial guidance on higher ROV spend.

Free Cash Flow +$82.8M $9.9M. Operating performance; working capital changes in Q4.

Comparing Results* 2019 vs 2018

*Results are Adjusted Operating Income; excluding EBITDA, Adjusted; Capital Expenditures; and Free Cash Flow. For reconciliation of the non-GAAP measures, see the Supplemental Information.

Liquidity and Cash Flow• Liquidity at Dec 31, 2019

• $374 million of cash and cash equivalents

• $500 million undrawn unsecured revolving credit facility available until October 2021; thereafter $450 million available until January 2023

• $500 million bond due November 2024 is nearest maturity

• Cash flow for the year ended Dec 31, 2019• Cash flow from operations, $158 million• Capital expenditures, $148 million

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We provide ROVs, which are tethered submersible vehicles that are remotely operated from a vessel or onshore, to customers in the energy industry for drilling support and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair.

Remotely Operated Vehicles

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21%

Q4 2019Revenue

Adjusted EBITDA Margin 27%

ROV 2019 Q4*~$7,800/day on hire; 64% Drill Support / 36% Vessel-based

13

27%

0%

20%

40%

60%

80%

100%

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

Adjusted EBITDA Margin

Aver

age

Reve

nue

per D

ay o

n Hi

re

Revenue / Day on HireROV Adjusted EBITDA Margin

58%

0%

20%

40%

60%

80%

100%

0

5,000

10,000

15,000

20,000

25,000

30,000

Fleet Utilization Rate

ROV

Days

on

Hire

Drill Support DaysVessel-based DaysROV Fleet Utilization

*Q4 utilization is based on 275 ROVs. ROV fleet was reduced to 250 ROVs at the end of Q4.

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Production Control Umbilicals

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

Specialty Subsea Hardware

Field development hardware used to connect production trees to umbilicals and flow lines. Includes connectors and valves - Oceaneering Grayloc, Oceaneering Pipeline Connection & Repair Systems (PCRS) and Oceaneering Rotator.

Manufactured Products72% of Q4 Subsea Products Revenue

Tooling and Subsea Work Systems

Provide more than 4,000 ROV tools for rental. Supports well intervention, drilling, construction, field maintenance and plugging and abandonment activities.

Installation and Workover Control Systems (IWOCS)

A temporary control system designed for both rig- and vessel-based operations used for tree installation, completion, workover, intervention and decommissioning of subsea wells.

Service and Rental28% of Q4 Subsea Products Revenue

Subsea Products33%

Q4 2019Revenue


While most of our subsea products are sold, we also rent tooling, and provide IWOCS and subsea work systems as a service, including hydrate remediation, riserless light well intervention, well stimulation, dredging and decommissioning.

Subsea Products Backlog2020 Book-to-bill ratio forecast at between 0.8 and 0.9

15

0.00

0.50

1.00

1.50

2.00

$0

$250

$500

$750

$1,000

Book-to-bill Ratio, TTM

Prod

ucts

Rev

enue

/ B

ackl

og (

$ in

Mill

ions

)

Subsea Products Backlog Subsea Products Revenue Book-to-Bill Ratio, TTM

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Vessels • Owner-operated, Jones Act compliant

• Multi-service vessels (3) – Deepwater installations, IMR, ROV and construction support. • Diving support vessel (1) – Shelf installations, IMR, inspection, UWILD, and pipeline, salvage, survey

and diving work. • Other support vessels (2) – Shelf survey, inspections, and scientific missions.

• Short-term charters, as necessary Services

• Survey and Autonomous Underwater Vehicle (AUV) services• Offshore engineering, seabed preparation, route clearance and trenching services• Global Data Solutions

Subsea Projects

15%

Q4 2019Revenue


We provide project management, survey, subsea installation, and inspection, maintenance and repair services. We service deepwater projects with dynamically positioned vessels that have our ROVs onboard, and shallow water projects with our manned diving operations, utilizing dive support vessels and saturation diving systems. We also provide seabed preparation, route clearance, and trenching services to the renewable energy and oil and gas industries.

Our optimized, industry-leading inspection services and integrity management solutions help to assure that our customers are equipped with the data required to make informed, value-adding decisions. We work onshore and topside offshore -- across the entire energy spectrum, oil and gas, nuclear and renewables.

17

Permanently Installed Monitoring Systems (PIMS)

Rope AccessPipeline InspectionAdvanced Inspection Services

Non-Destructive Testing (NDT)

Integrity ManagementInspection and Condition Monitoring

Onshore Midstream Onshore Downstream Offshore TopsideOnshore Upstream

Asset Integrity

11%

Q4 2019Revenue


1818

Dry Deck Shelter Maintenance & Submarine Maintenance

We support the U.S. Navy’s Deep Submergence community by performing complex overhauls, planned maintenance and emergency repair tasks for the Navy’s six dry deck shelters.

U.S. Navy Submarine Rescue System

We have an unparalleled understanding of the full spectrum of submarine rescue requirements, backed by hands-on, at-sea experience around the world, having provided engineering, technical and operational support since 1992.

Entertainment Systems “Dark Ride” Vehicles

We developed and patented an evolutionary motion-based system capable of delivering high-energy thrills in fully immersive 3D media-based attractions at a fraction of the cost of other ride vehicles.

Government-related Businesses78% of Q4 2019 AdTech Revenues

Commercial Businesses22% of Q4 2019 AdTech Revenues

Automated Guided Vehicle (AGV) Systems

We develop, implement and maintain innovative, turnkey logistic solutions based on AGV technology.

Advanced Technologies20%

Q4 2019Revenue


We provide engineering services and related manufacturing, principally to the U.S. Department of Defense, NASA and its prime contractors, and the commercial theme park industry. We also develop, implement and maintain innovative, turnkey ride system solutions and automated guided vehicle solutions based on proprietary technology.

Focus on Technology

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Subsea Pumping Technology (SPT)Subsea chemical reservoirs

Automated Guided Vehicles (AGV)Mobile Robotics and Automation

Liberty ROV (E-ROV)Subsea Garage w/ Battery Pack and Tether, 4G Network for Real-time

Remote Piloting

Freedom™ ROVSubsea Smart Docking Station, 6-Month

Continuous Subsea Operation; Modular Design for Interchangeable Packages and Sensors

ROV Workover Control System (RWOCS)

Skid-Mounted or Standalone Solutions

Blue Ocean Riserless Intervention System (BORIS)

Interchangeable Riserless Intervention System (IRIS),

Light Well Intervention (LWI)

20

Q1F 2020 compared to

Q4 2019 Anticipated Primary Variance FactorsConsolidated Results Lower

ROV Higher Improved results on marginally lower revenue.EBITDA margin in 30% range.

Subsea Products Lower Higher revenue.Timing of lower margin projects in Manufactured products.

Subsea Projects Lower Materially lower seasonal and IMR activity.

Asset Integrity Flat Marginally lower revenue.

Advanced Technologies Flat Marginally lower revenue.

Unallocated Expenses ~$35M Full quarterly accrual for projected incentive-based compensation expense.

EBITDA, Adjusted $36M- $42M

Outlook* Q1F 2020

*Outlook is for Operating Income results, excluding EBITDA, Adjusted. For reconciliation of the range of forecast Adjusted EBITDA, see the Supplemental Information.

21

2020F compared to

2019 Anticipated Primary Variance FactorsConsolidated Results Higher

ROV Higher Increased days on hire; minor geographic mix shift; stable pricing.EBITDA margin average @30%.

Subsea Products Higher Increased throughput and better absorption of fixed costs in Manufactured products unit; increased activity and contribution from Service and Rental unit. Mid-single digit Operating Income margin.

Subsea Projects Higher Slight improvement on lower depreciation expense . Lower EBITDA.Largest amount of speculative work of all segments.

Asset Integrity Higher Benefits from cost control measures realized beginning in Q2.Advanced Technologies Higher Increase in revenue.

Operating Income margin in high-single digit range.Unallocated Expenses ~$140M Full accrual for projected incentive-based compensation expense.

EBITDA, Adjusted $180M - $220M

Outlook* 2020

*Outlook is for Operating Income results, excluding EBITDA, Adjusted. For reconciliation of the range of forecast Adjusted EBITDA, see the Supplemental Information.

Outlook* 2020• Cash Flow

• Capital Expenditures, $75 million - $105 million • ~$40 million to $50 million, Maintenance;

• ~$35 million to $55 million, Growth, including ~$5 million of 2019 carryover

• Focus on opportunities for near-term revenue, cash flow, and return

• Significant Increase in Free Cash Flow

• Liquidity at Dec 31, 2019• $374 million of cash

• $500 million undrawn unsecured revolving credit facility available until October 2021; thereafter $450 million available until January 2023

• $500 million bond due November 2024 is nearest maturity

22

• Offshore investment projected to increase modestly again in 2020

• Subsea spending projected to increase by >5% in 2020, year over year (1)

• Contracted floating rig demand expected to increase in 2020 to >160

• Tree awards forecast to be >300 per year for the next several years

• Offshore FIDs expected to remain in the $100 billion range for the next several years (1)

• Offshore barrels forecast to continue at approximately 30% of global production

• Impacts of public health threat from coronavirus is to be determined

23

Data points suggest an offshore cycle inflection is underway

(1) Source: Rystad Energy, December 2019

Industry Outlook*

* Assumes average Brent pricing remains above $55 per barrel for 2020

While the overall offshore energy market remains challenging, we are encouraged by signs of improving activity in our targeted markets and in our businesses as the industry gradually rebounds.

24

Focus: • Generating positive free cash flow • Maintaining our strong liquidity position• Improving our returns by:

• driving efficiencies in cost and performance throughout our organization; and• engaging with our customers to develop value-added solutions that increase

their cash flow;and above all,

• Maintaining our focus on safety performance, quality and sustainability

Conclusion

Investor Relations ContactMark PetersonVice President, Corporate Development and Investor [email protected]

25

Supplemental Information

26

Net Income (Loss) Reconciliation to EBITDAEarnings 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 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 (loss) (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:

27* For reconciliation of EBITDA to Adjusted EBITDA, see the Supplemental schedules that follow.

Period Ended 2019 Q4 2019 2020 Q1F 2020 Q1F 2020F 2020F(USD in millions) Low High Low High

Net Income (Loss) $ (262.9) $ (348.4) Income (Loss) before income taxes $ (19.0) $ (13.0) $ (40.0) $ -Depreciation & Amortization 110.1 263.4 Depreciation & Amortization 45.0 45.0 180.0 180.0 Subtotal $ (152.8) $ (85.0) Subtotal $ 26.0 $ 32.0 $ 140.0 $ 180.0 Interest Expense/Income, Net 10.0 34.8 Interest Expense/Income, Net 10.0 10.0 40.0 40.0 Amortization incl'd in Interest Expense (1.3)

Income Tax Expense (4.4) 17.6 EBITDA (147.2) (33.9) EBITDA $ 36.0 $ 42.0 $ 180.0 $ 220.0 Adjusted EBITDA** $ 48.7 $ 164.8

28

Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDAAdjusted EBITDA excludes the effects of certain specified items, as set forth in the table that follows. Adjusted Operating EBITDA is Adjusted EBITDA before Unallocated Expenses. We believe these are useful measurements for investors to review because they provide consistent measure of the underlying results of our ongoing business by individual business segment and on a consolidated basis. Furthermore, our management uses these measurements as measures of performance of our operations. Adjusted EBITDA and Adjusted Operating EBITDA are non-GAAP financial measures. The following table provides a reconciliation between operating income (loss) (a GAAP financial measure) and Adjusted EBITDA and Adjusted Operating EBITDA (non-GAAP financial measures) for Oceaneering’s historical results on a consolidated basis and by segment for the periods indicated.


Subsea Products

Subsea Projects

Asset Integrity

Advanced Tech.

Unallocated Expenses and

other Total($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP $ (18,660) $ (10,325) $ (148,075) $ (48,919) $ 5,270 $ (33,461) $ (254,170)Adjustments for the effects of:

Depreciation and amortization 32,043 30,992 14,541 30,529 766 1,199 110,070Other pre-tax — — — — — (3,081) (3,081)EBITDA 13,383 20,667 (133,534) (18,390) 6,036 (35,343) (147,181)

Adjustments for the effects of:Long-lived assets impairments — — 142,615 16,738 — — 159,353Inventory write-downs 15,343 3,567 1,586 — 789 — 21,285Restructuring expenses and other 2,297 2,650 2,851 3,082 815 56 11,751Foreign currency (gains) losses — — — — — 3,477 3,477

Total of adjustments 17,640 6,217 147,052 19,820 1,604 3,533 195,866Adjusted EBITDA $ 31,023 $ 26,884 $ 13,518 $ 1,430 $ 7,640 $ (31,810) $ 48,685

Revenue $ 116,020 $ 183,659 $ 86,728 $ 61,835 $ 112,568 $ 560,810Adjusted EBITDA Margin 27 % 15 % 16 % 2 % 7 % 9 %

For the 3-mth Period EndedDecember 31, 2019

29



Subsea Products

Subsea Projects

Asset Integrity

Advanced Tech.



Operating Income (Loss) as reported in accordance with GAAP $ (1,275) $ (3,803) $ (79,379) $ 1,349 $ 15,406 $ (29,442) $ (97,144)Adjustments for the effects of:

Depreciation and amortization 27,972 11,797 85,651 1,585 786 1,125 128,916Other pre-tax — — — — — (3,242) (3,242)EBITDA 26,697 7,994 6,272 2,934 16,192 (31,559) 28,530

Adjustments for the effects of:Foreign currency (gains) losses — — — — — 2,559 2,559

Total of adjustments — — — — — 2,559 2,559Adjusted EBITDA $ 26,697 $ 7,994 $ 6,272 $ 2,934 $ 16,192 $ (29,000) $ 31,089

Revenue $ 96,736 $ 129,509 $ 89,295 $ 62,830 $ 116,725 $ 495,095Adjusted EBITDA Margin 28 % 6 % 7 % 5 % 14 % 6 %

For the 3-mth Period EndedDecember 31, 2018

30



Subsea Products

Subsea Projects

Asset Integrity

Advanced Tech.



Operating Income (Loss) as reported in accordance with GAAP $ 10,145 $ 13,219 $ (616) $ (2,453) $ 2,958 $ (28,447) $ (5,194)Adjustments for the effects of:

Depreciation and amortization 26,767 12,055 8,130 1,634 761 1,220 50,567Other pre-tax — — — — — (3,441) (3,441)EBITDA 36,912 25,274 7,514 (819) 3,719 (30,668) 41,932

Adjustments for the effects of:Foreign currency (gains) losses — — — — — 3,516 3,516

Total of adjustments — — — — — 3,516 3,516Adjusted EBITDA $ 36,912 $ 25,274 $ 7,514 $ (819) $ 3,719 $ (27,152) $ 45,448

Revenue $ 113,101 $ 150,836 $ 75,996 $ 59,274 $ 98,440 $ 497,647Adjusted EBITDA Margin 33 % 17 % 10 % (1 )% 4 % 9 %

For the 3-mth Period EndedSeptember 30, 2019

31



Subsea Products

Subsea Projects

Asset Integrity

Advanced Tech.



Operating Income (Loss) as reported in accordance with GAAP $ 1,591 $ 9,831 $ (145,712) $ (53,387) $ 25,068 $ (128,104) $ (290,713)Adjustments for the effects of:

Depreciation and amortization 113,671 68,404 38,103 35,367 3,122 4,760 263,427Other pre-tax — — — — — (6,635) (6,635)EBITDA 115,262 78,235 (107,609) (18,020) 28,190 (129,979) (33,921)

Adjustments for the effects of:Long-lived assets impairments — — 142,615 16,738 — — 159,353Inventory write-downs 15,343 3,567 1,586 — 789 — 21,285Restructuring expenses and other 2,297 2,650 2,851 3,082 815 56 11,751Foreign currency (gains) losses — — — — — 6,320 6,320

Total of adjustments 17,640 6,217 147,052 19,820 1,604 6,376 198,709Adjusted EBITDA $ 132,902 $ 84,452 $ 39,443 $ 1,800 $ 29,794 $ (123,603) $ 164,788

Revenue $ 449,830 $ 602,249 $ 327,556 $ 242,954 $ 425,535 $ 2,048,124Adjusted EBITDA Margin 30 % 14 % 12 % 1 % 7 % 8 %

For the Year EndedDecember 31, 2019

32



Subsea Products

Subsea Projects

Asset Integrity

Advanced Tech.



Operating Income (Loss) as reported in accordance with GAAP $ 1,641 $ 5,614 $ (86,008) $ 8,660 $ 33,920 $ (109,309) $ (145,482)Adjustments for the effects of:

Depreciation and amortization 111,311 53,085 114,481 6,904 3,081 4,728 293,590Other pre-tax — — — — — (14,343) (14,343)EBITDA 112,952 58,699 28,473 15,564 37,001 (118,924) 133,765

Adjustments for the effects of:Gain on sale of investment — — — — — (9,293) (9,293)Foreign currency (gains) losses — — — — — 18,037 18,037

Total of adjustments — — — — — 8,744 8,744Adjusted EBITDA $ 112,952 $ 58,699 $ 28,473 $ 15,564 $ 37,001 $ (110,180) $ 142,509

Revenue $ 394,801 $ 515,000 $ 329,163 $ 253,886 $ 416,632 $ 1,909,482Adjusted EBITDA Margin 29 % 11 % 9 % 6 % 9 % 7 %

For the Year EndedDecember 31, 2018

Free Cash Flow“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.

33

Dec 31, 2019

Dec 31, 2018

(in thousands)Net Income (loss) $ (348,444) $ (212,327)Non-cash adjustments:

Depreciation and amortization, including goodwill impairment 263,427 293,590Long-lived assets impairments 159,353 —Other non-cash 16,436 15,317

Other increases (decreases) in cash from operating activities 66,797 (60,013)Cash flow provided by operating activities 157,569 36,567Purchases of property and equipment (147,684) (109,467)

Free Cash Flow $ 9,885 $ (72,900)

For the Year Ended

ROV Fleet – 250 ROVsGeographic profile – December 31, 2019

34

5748

75

2332

15

18 25 26 15 6 50

20

40

60

80

100

GOM Africa North Sea Brazil Asia/Pac Other

ROV

Coun

t

ROV Count Vessel Based, 95 ROVs

ROV Days on Hire and Service Utilization RatesQ4 2019, 250 ROVs

36%

64%

0%

25%

50%

75%

100%

0

5,000

10,000

15,000

20,000

25,000

30,000

Service UtilizationRateROV Days on Hire

ROV Days on Hire Vessel-based % Drill Support %

*Q4 utilization is based on 275 ROVs. ROV fleet was reduced to 250 ROVs at the end of Q4.

Oceaneering ROV Drill Support Market Share 63% at December 31, 2019

36

63%

0%

25%

50%

75%

100%

0

75

150

225

300

OII %

of Floating Rigs

Cont

ract

ed F

loat

ing

Rigs

at P

erio

d En

d

Contracted Floaters, WorkingContracted Floaters, Not WorkingOII % of Contracted Floaters

Source: Rig data, IHS Petrodata at December 31, 2019

63%

OII

Subsea 7

Fugro

Other

$0

$10

$20

$30

$0

$250

$500

$750

2014 2015 2016 2017 2018 2019

Subsea Equipment Backlog, $ in billions

OII

Subs

ea P

rodu

cts B

ackl

og, $

in m

illio

ns

Technip FMC TechnipFMC AKER OneSubsea Dril-Quip Oil States OII Backlog

Offshore Activity Forecast to Increase

Source: Company filings. Note: Aker NOK/USD and Technip EUR/USD conversions are US Treasury conversion rates at period end.37 37

following 2018 inflection in select oilfield company backlogs

Sources: Forecasted SS Tree Installations, Rystad Energy. Forecasted Floating Rigs, RBCCM.

156 168 183

300

359381

0

50

100

150

200

250

300

350

400

2016 2017 2018 2019 2020F 2021F

Coun

t at P

erio

d En

d

Contracted Floaters Tree Installations, Forecast

Offshore Activity Forecast to IncreaseFloating rig demand and Tree installations

38

$6.3 $6.9 $7.6 $8.0

$5.3 $5.9 $6.1 $6.1

$10.9$12.0 $13.2 $15.0

$0

$10

$20

$30

$40

$50

2016 2017 2018 2019F 2020F 2021F

Offs

hore

Spe

ndin

g ($

in b

illio

ns)

Equipment Services SURF

$80 $85 $92 $94

$69 $72 $72 $75

$0

$100

$200

$300

2016 2017 2018 2019F 2020F 2021F

Glob

al In

vest

men

ts ($

in b

illio

ns)

Offshore Deep Offshore Shelf

39Source: Rystad Energy, January 2020

Offshore Spending Forecast to Continue Increasing

40

$13$52 $42 $52 $64

$95

$12

$10 $20

$44

$62

$67

$0

$50

$100

$150

$200

2016 2017 2018 2019 2020F 2021F

Deve

lopm

ent C

osts

, $ in

Bill

ions

Development Cost, Deepwater Development Cost, Shelf

Source: Rystad Energy, February 2020

Offshore Greenfield FIDsDeepwater FID projects forecast to increase from 44 to 53 projects in 2020

~4,400 offshore streaming wells were installed prior to 2015; averaging >12 years since startup

Global Offshore Infrastructure is Aging

41Source: Rystad, February 2020

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2018 2019 2020F 2021F

Offs

hore

Str

eam

ing

Wel

ls

Age 30-39 Age 20-29 Age 15-19 Age 10-14 Age 5-9 Age 0-4

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