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Oceaneering.com

Investor PresentationJanuary 2019

1

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

Reasons to Own Oceaneering

• Provider of integrated technology solutions

• Strong portfolio of diversified services and products

• Geographically dispersed asset base and revenue streams

• Blue chip customer base

• Strong market positions

• Growing non-energy segment

• Increasing offshore activity levels

3

Phase% of Oceaneering Revenue*

Exploration 10%

Development50%

Production35%

Decommissioning5%

Market Driver Operating 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 Product and Service Revenue Streams

KEY

ROV = Remotely Operated Vehicles

SSP = Subsea Products

SP = Subsea Projects

AI = Asset Integrity

Active in All Phases of the Offshore Oilfield Lifecycle

4

*Estimates as of December 31, 2017.

Five Operating Segments

5

Remotely Operated Vehicles (ROVs)

Subsea Products

Subsea Projects

Asset Integrity

Advanced Technology

Energy:

Non-Energy:

0%

25%

50%

75%

100%

International United States Services Products

Dispersed Revenue Mix

6

Geographic Area Services and Products

43% 49%

34% 39%

66% 61%57% 51%

$2.3B $1.9B $2.3B $1.9B

2016 2017 2016 2017

Financial Overview, Quarterly

7

22% 23% 20%

30% 25% 27%

17%16% 20%

13%14% 12%

18% 22% 21%

0%

25%

50%

75%

100%

2017 Q3 2018 Q2 2018 Q3

Revenue Adjusted Operating EBITDA*

40%49%

39%

30%

26%

24%

16% 4%19%

6%8% 5%

8% 13% 13%

0%

25%

50%

75%

100%

2017 Q3 2018 Q2 2018 Q3

Adtech

Subsea Projects

Asset Integrity

Subsea Products

ROV

$519.3M $73.1M$87.5M $66.5M$476.1M $478.7M

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

Financial Overview, 9 months ended September 30

8

21% 21%

33%27%

15%17%

12%14%

19% 21%

0%

25%

50%

75%

100%

2017 2018

Revenue Adjusted Operating EBITDA*

43% 45%

29% 26%

13% 11%

6% 7%

9% 11%

0%

25%

50%

75%

100%

2017 2018

Adtech

Subsea Projects

Asset Integrity

Subsea Products

ROV

$1.41B $192.6M$252.4M$1.44B

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

Q4 2018 Outlook - Lower Operating Results on Lower Revenue

Subsea Products – lower operating results due to seasonality and impact of hurricane damage to Panama City, FL facility

ROVs – lower operating results due to fewer days on hire

Subsea Projects – lower operating results due to seasonality

Asset Integrity – lower operating results due to seasonality

Advanced Technologies – higher operating income

9

Compared to third quarter 2018

Near-Term Outlook

2018Updated Adjusted EBITDA Estimate:

• Adjusted EBITDA guidance range is $140 million to $160 million, with positive adjusted operating EBITDA contributions from each operating segment

For the remainder of 2018:

• Reviewing Proposed Regulations as issued by the US IRS, and will evaluate any impact on our estimated provisional tax for 2018

• Unallocated Expenses to be in the upper-$20 million range

2019Increased Activity in Each Segment

• Pace of recovery still difficult to determine

10

We provide ROVs, which are tethered submersible vehicles remotely operated from the surface, 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

20%39%

0%

25%

50%

75%

100%

Revenue Adjusted OperatingEBITDA*

2018 Q3

11

* Excludes Unallocated Expenses.

Floating Rig Demand HistoryDrill support market share improved to 61% at September 30, 2018

12

0%

25%

50%

75%

100%

0

75

150

225

300

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

2017Q4

2018Q1

2018Q2

2018Q3

% o

f Floaters w

ith O

II RO

Vs

Co

ntr

acte

d F

loat

ing

Rig

s at

Per

iod

En

d

Contracted Floaters, Working Contracted Floaters, Not Working % of Contracted Floaters with OII ROVs

Source: Rig data, IHS Petrodata at September 30, 2018

Fleet mix was 59% in drill support and 41% in vessel-based activity for Q3 2018

Oceaneering ROV Drill Support/Vessel-Based Fleet Mix

0%

25%

50%

75%

100%

0

7,500

15,000

22,500

30,000

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

2017Q4

2018Q1

2018Q2

2018Q3

Drill Su

pp

ort / V

essel Fleet Mix

RO

V D

ays

on

Hir

e

Vessel Based Drill Support ROV Days on Hire

13

* At September 30, 3018. Based on number of actual working days.

Oceaneering ROV Days on Hire and Fleet UtilizationROV days on hire increased 4% as utilization improved to 56% during Q3 2018

14

0

7,500

15,000

22,500

30,000

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

2017Q4

2018Q1

2018Q2

2018Q3

0%

25%

50%

75%

100%

RO

V D

ays

on

Hir

e

Fleet Utilizatio

n R

ate

Drill Support Days Vessel Based Days ROV Fleet Utilization

Source: Rig data, IHS Petrodata

Oceaneering ROV Average Revenue per Day on Hire$7,400 at Q3 2018; Regional ROV pricing appears to be stabilizing

15

0%

20%

40%

60%

80%

100%

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

2017Q4

2018Q1

2018Q2

2018Q3

$0

$2,500

$5,000

$7,500

$10,000

$12,500

Ad

justed

EBITD

A M

argin

Ave

rage

Rev

enu

e p

er D

ay o

n H

ire

Revenue / Day on Hire ROV Adjusted EBITDA Margin

* At September 30, 2018

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

16

E-ROV

Resident ROVTraditional ROV system

Mission support centers Stavanger (Norway), Houston (Texas), and

Morgan City (Louisiana)

Communications via 4G, fiber, and satellite

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

Freedom ROV Concept

E-ROV: 2018 OTC Spotlight on New Technology® Award winner

ROV – Lower Operating Results, Lower Days on Hire

Expect:

• Fewer days on hire

• Reduced average revenue per day on hire, due to change in geographic mix

• Fleet utilization in the low 50% range

• ROV adjusted EBITDA margin in the high 20% range

• Increased ROV market share for drill support

17


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

18

27%

24%

0%

25%

50%

75%

100%


2018 Q3


Subsea Products

19

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.

54%

% of Manufactured Products Revenue to Total Subsea Products 2018 Q3 Revenue

Manufactured Products

Subsea Products

20

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 decommission of subsea wells.

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.

46%

% of Service and Rental Revenue to Total Subsea Products 2018 Q3 Revenue

Service and Rental

Subsea Products FinancialsExpect Subsea Products book-to-bill ratio to exceed 1.0 for 2018

21

0

0.25

0.5

0.75

1

1.25

1.5

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

2017Q4

2018Q1

2018Q2

2018Q3

$0

$200

$400

$600

$800

$1,000

Bo

ok-to

-Bill R

atio, T

TM

Sub

sea

Pro

du

cts

($

in M

illio

ns)

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

Book to Bill Ratio Data unavailable for Q1 2014 through Q3 2014.

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

22

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

Subsea Products – Lower Operating ResultsCompared to third quarter 2018

23

Expect:

• Operating loss on relatively flat revenue

• Increased manufacturing activity levels on lower margin orders, excluding Panama City, FL facility

• Resumption of production activities at Panama City, FL facility following hurricane damage repairs

• Increase in contract awards during fourth quarter 2018

• Book-to-bill to exceed 1.0

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.

Subsea Projects

24

20%

19%

0%

25%

50%

75%

100%


2018 Q3


Subsea Projects Overview

• Jones Act-compliant deepwater multi-purpose support vessels, supplemented with short-term charters, as necessary

• Diving Support Vessels

• Survey/Autonomous Underwater Vehicle (AUV) Services

• Ecosse SCAR Seabed Systems (acquired March 2018)

• Global Data Solutions25

Acquired Ecosse Subsea Limited

Provider of offshore engineering, seabed preparation, route clearance, and trenching services

Benefits:• Expand service line capabilities

• Grow market position

• Optimize customer’s installation projects with proven tools

Results included in Subsea Projects segment

26

Subsea Projects – Lower Operating Results

Expect:

• Lower revenue on seasonal decrease in GOM activity

• Ocean Evolution delivered and placed into service during 1H 2019

27


We provide asset integrity management, corrosion management, inspection and nondestructive testing services, principally to the oil and gas, power generation, and petrochemical industries.

Asset Integrity

28

12%

5%

0%

25%

50%

75%

100%


2018 Q3


Asset Integrity – What We DoOur optimized, industry-leading inspection services and integrity management solutions assure our customers are equipped with the data required to make informed, value-adding decisions.

29

Permanently Installed Monitoring Systems (PIMS)

Rope AccessPipeline InspectionAdvanced Inspection Services Non-Destructive Testing (NDT) – CapEx / In-Service

Subsea InspectionIntegrity ManagementInspection and Condition Monitoring

Asset Integrity – Where We WorkWe work onshore and offshore -- upstream, midstream and downstream, encompassing the entire energy spectrum, oil and gas, nuclear, and renewables.

30

Onshore Midstream Onshore Downstream Offshore Topside Offshore SubseaOnshore Upstream

Subsea InspectionIntegrity ManagementInspection and Condition Monitoring

Asset Integrity -Relatively Flat Operating Results

31

Expect:

• Margins in the low single digit range

• Continued response to the needs of our customers for a more cost-effective method of ensuring the integrity and availability of their critical infrastructure.


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 logistic solutions based on automated guided vehicle technology.

Advanced Technologies

32

21%13%

0%

25%

50%

75%

100%


2018 Q3


Dry Deck Shelter Planning Yard/ 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 perform major, complex overhauls, repairs, and modernization of all submarine classes forward and aft, from the top of the sail to the keel.

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.

Advanced Technologies Overview

33

33

Government Businesses Commercial Businesses

Automated Guided Vehicle (AGV) Systems

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

Advanced Technologies -Improved Operating Results

34

Expect:

• Increased activity from backlog in commercial theme park business

• Improved results in automated guided vehicle business


Strong Balance Sheet and Liquidity

Liquidity at September 30, 2018• $367 million of cash

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

• Nearest loan maturity is $500 million in November 2024

Organic capital expenditures• Expected range of $100 million to $140 million in 2018, and includes $60 million to $90 million of

growth capital expenditures

Acquisitions • Continue to strengthen our portfolio of services and products through “bolt on” investments in

our current and adjacent market niches, with more focus on our customers’ operating expenditures

35

Future Oil Supply Shortfall Likely Due to Lack of InvestmentDue to lack of recent investment, offshore as a % of global oil supply is starting to decline; Underinvestment could significantly disrupt future global oil market supply/demand balance

36

Source: Wood Mackenzie, IEA

Shallow Water Crude Oil Supply

Deepwater Crude Oil Supply

Total Offshore % of Global Crude Supply

Key Enablers to Offshore Energy

• Shortened project development life cycles

• Reduced development costs

• Recognized efficiency gains from technology advancements

• Customer focus on developing high-graded “core of the core” offshore assets

• Customer confidence in commodity price stabilization

37

Mobile Robotics

ROVAdvanced Technologies

Subsea Projects

Riserless

Intervention & P&A

Subsea ProductsSubsea Projects

Offshore

Renewables

ROVSubsea ProductsSubsea Projects

Asset Integrity

Subsea ProductsSubsea ProjectsAsset Integrity

Pipeline Solutions

Subsea ProductsSubsea Projects

Asset Integrity

Potential Growth Areas

38

Expanding into Offshore Renewable Energy Markets

Applying existing Oceaneering technologies to provide innovative solutions to the offshore wind market

Expecting pull through in demand from integrated solutions and technologies offerings

Awarded survey services contract for Maryland Offshore Wind Project

Awarded three-year agreement with Van Oord Offshore Wind B.V.

• Providing ROV and trenching support services

Winner in the Carbon Trust Wind Accelerator competition

• Selected for our techniques to address the inspection of welds on monopiles and jacket foundations

Acquired Ecosse Subsea Limited• Providing offshore engineering, seabed preparation,

route clearance and trenching services 39

Offshore Wind Global Market SizeRepresents a large investment and growth opportunity

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

2017 2018F 2019F 2020F 2021F 2022F 2023F 2024F 2025F

Cu

mu

lati

ve M

egaw

atts

Northern Europe Rest of Europe USA Rest of World

Source: Renews Global Offshore Wind Report 2017 – Nov 2017

12%

34%

20%

CAGR % from 2017

40

Conclusion

For 2019, the overall offshore energy markets continue to be challenging. We are, however, encouraged by the early signs of improving activity in the markets and in our businesses as the industry rebounds.

41

Overall, our focus continues to be:

• Maintaining a strong balance sheet;

• Gaining efficiencies through continuous improvement and controlling costs;

• Strengthening our portfolio of services and products;

• Maintaining or growing our market share;

• Continuing to innovate and solve complex problems for our customers; and above all,

• Maintaining our superior safety performance and quality.

Supplemental Information

42

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 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:

43* Forecast Net Loss excludes Provision for Income Taxes.** For reconciliation of EBITDA to Adjusted EBITDA, see the Supplemental schedules that follow.

Period Ended 2016 2017 2018F 2018F

(USD in millions) Low* High*

Net Income (Loss) $ 24.6 $ 166.4 $ (95.0) $ (75.0)

Depreciation & Amortization 250.2 213.5 208.0 208.0

Subtotal 274.8 379.9 113.0 133.0

Interest Expense/Income, Net 20.3 19.3 27.0 27.0 Income Tax Expense 18.8 (184.2) - -

EBITDA $ 313.9 $ 215.0

Adjusted EBITDA** $ 369.3 $ 222.4 $ 140.0 $ 160.0

44

3 mths Ended Sept 30, 2018(USD in millions)

ROVSubsea

ProductsSubsea Projects

Asset Integrity

Advanced Tech.

Subtotalbefore

Unallocated Expenses

Unallocated Expenses Total

Operating Income/(Loss) (GAAP) $ 0.8 $ 5.3 $ 6.1 $ 2.3 $ 9.0 $ 23.5 $ (25.0) $ (1.5)Depreciation & Amortization 27.4 12.3 7.5 1.6 0.8 49.6 1.0 50.6 Other pre-tax - - - - - - 3.6 3.6EBITDA $ 28.2 $ 17.6 $ 13.6 $ 3.9 $ 9.8 $ 73.1 $ (20.4) $ 52.7 Adjustments for the effects of:

Gain on sale of investment - - - - - - (9.2) (9.2)Foreign Currency losses - - - - - - 3.7 3.7Total Adjustments - - - - - - (5.5) (5.5)

Adjusted EBITDA $ 28.2 $ 17.6 $ 13.6 $ 3.9 $ 9.8 $ 73.1 $ (25.9) $ 47.2

Adjusted Operating EBITDA, Segment %

39% 24% 19% 5% 13% 100%

Operating Income 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 it provides a consistent measure of the underlying results of our ongoing business by individual business segment and on a consolidated basis. Furthermore, our management usesthese measurements as a measure 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 (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.

45



ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income/(Loss) (GAAP) $ 5.0 $ 12.4 $ 6.5 $ 3.1 $ 6.6 $ 33.6 $ (23.1) $ 10.5 Depreciation & Amortization 28.3 13.3 7.9 2.1 0.8 52.4 1.1 53.5 Other pre-tax - - - - - - (2.0) (2.0)EBITDA $ 33.3 $ 25.7 $ 14.4 $ 5.2 $ 7.4 $ 86.0 $ (24.0) $ 62.0 Adjustments for the effects of:

Charge related to prior yearnon-income related taxes 1.3 0.2 - - - 1.5 - 1.5 Foreign Currency losses - - - - - - 1.3 1.3 Total Adjustments - - - - - 1.5 1.3 2.8

Adjusted EBITDA $ 34.6 $ 25.9 $ 14.4 $ 5.2 $ 7.4 $ 87.5 $ (22.7) $ 64.8 Adjusted Operating EBITDA, Segment %

40% 30% 16% 6% 8% 100%

46

3 mths Ended June 30, 2018(USD in millions)

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income/(Loss) (GAAP) $ 4.5 $ 2.3 $ (10.4) $ 3.4 $ 7.9 $ 7.7 $ (27.3) $ (19.6)Depreciation & Amortization 28.3 14.9 13.1 1.8 0.7 58.8 1.0 59.8 Other pre-tax - - - - - - (4.6) (4.6)

EBITDA $ 32.8 $ 17.2 $ 2.7 $ 5.2 $ 8.6 $ 66.5 $ (30.9) $ 35.6

Adjustments for the effects of:Foreign Currency losses - - - - - - 3.4 3.4 Total Adjustments - - - - - - 3.4 3.4

Adjusted EBITDA $ 32.8 $ 17.2 $ 2.7 $ 5.2 $ 8.6 $ 66.5 $ (27.5) $ 39.0

Adjusted Operating EBITDA, Segment %

49% 26% 4% 8% 13% 100%


47



ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income/(Loss) (GAAP) $ 2.9 $ 9.4 $ (6.6) $ 7.3 $ 18.5 $ 31.5 $ (79.8) $ (48.3)Depreciation & Amortization 83.3 41.3 28.8 5.3 2.3 161.0 3.6 164.6 Other pre-tax - - - - - - (11.1) (11.1)

EBITDA $ 86.2 $ 50.7 $ 22.2 $ 12.6 $ 20.8 $ 192.5 $ (87.3) $ 105.2

Adjustments for the effects of:Gain on sale of investment - - - - - - (9.3) (9.3)Foreign Currency losses - - - - - - 15.5 15.5 Total Adjustments - - - - - - 6.2 6.2

Adjusted EBITDA $ 86.2 $ 50.7 $ 22.2 $ 12.6 $ 20.8 $ 192.5 $ (81.1) $ 111.4 Adjusted Operating EBITDA, Segment % 45% 26% 11% 7% 11% 100%

48



ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income/(Loss) (GAAP) $ 21.3 $ 34.4 $ 9.7 $ 9.1 $ 19.2 $ 93.7 $ (73.9) $ 19.8 Depreciation & Amortization 86.5 39.1 23.7 5.4 2.4 157.1 3.3 160.4 Other pre-tax - - - - - - (6.5) (6.5)

EBITDA $ 107.8 $ 73.5 $ 33.4 $ 14.5 $ 21.6 $ 250.8 $ (77.1) $ 173.7

Adjustments for the effects of:Charge related to prior yearnon-income related taxes 1.3 0.2 - - - 1.5 - 1.5Foreign Currency losses - - - - - - 3.4 3.4 Total Adjustments - - - - - 1.5 3.4 4.9

Adjusted EBITDA $ 109.1 $ 73.7 $ 33.4 $ 14.5 $ 21.6. $ 252.3 $ (73.7) $ 178.6 Adjusted Operating EBITDA, Segment % 43% 29% 13% 6% 9% 100%

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.

49

Period Ended 2014 2015 2016 2017 2018(USD in millions) For 9 months

ended Sept 30

Net Income $ 428.3 $ 231.0 $ 24.6 $ 166.4 $ (148.2)Depreciation & Amortization 229.8 241.2 250.2 213.5 164.7 Other Changes in Cash Provided by Operating Activities 63.7 91.7 64.6 (243.4) 19.2Cash Provided by Operating Activities 721.8 563.9 339.4 136.5 35.7 Purchases of Property & Equipment (386.9) (200.0) (112.4) (93.7) (83.9)

Free Cash Flow $ 334.9 $ 363.9 $ 227.0 $ 42.8 $ (48.2)

Oceaneering ROV Fleet – 279 ROVsGeographic profile – September 30, 2018

50

73

41

89

2430

22

24 16 41 10 4 90

10

20

30

40

50

60

70

80

90

100

GOM Africa North Sea Brazil Asia/Pac Other

RO

Vs

ROV Count Vessel Based, 104

Oceaneering ROV Leading Market Position

51

27928%

OII Subsea 7 Fugro DOF Subsea C-Innovations Helix Saipem TMT Technip IKM Group Other

9161%

Ownership Drill Support Market Share*

Source: ROV Ownership - Infield, A Wood Mackenzie Business, December 31, 2017. *At September 30, 2018

Over 6,500 on-stream wells installed offshore prior to 2018; averaging 12 years since start-up

3391,229 2,528 3,418 3,4824

285

1,698

3,141 3,238

0

1,500

3,000

4,500

6,000

7,500

pre 1990 1990s 2000s 2010-2017 2018F +

0

10

20

30

40

50

Co

un

t o

f In

stal

led

Wel

ls, o

n s

trea

m

Average Years sin

ce start-up

of o

n stream

Wells

Shelf Wells ≥400M Wells Average Age, >400M Average Age, Shelf

Global Offshore Infrastructure is Aging

52

Source: Well data - Infield, A Wood Mackenzie Business, June 2018.

623 1,136 1,173

180

561

1,038 1,062

397

729 751

0

500

1,000

1,500

2,000

2,500

3,000

3,500

pre 1990 1990s 2000s 2010-2017 2018F +

0

10

20

30

40

50

Co

un

t o

f In

stal

led

Wel

ls, o

n s

trea

m

Average Years sin

ce start-up

of o

n stream

Wells

Africa Asia Australia Europe/N Sea America, South/Latin MidEast/Caspian America, North


53

Source: Well data - Infield, A Wood Mackenzie Business, June 2018. *Deepwater is ≥ 400 meters

Over 3,100 on-stream wells installed in deepwater* prior to 2018; averaging 9 years since start-up

3,141

1,698

285

4

3,238

180531

970 992182

296 301186

366 373

134

267 272

87

261 276

41

236

368 377

0

500

1,000

1,500

2,000

2,500

3,000

3,500

pre 1990 1990s 2000s 2010-2017 2018F +

0

10

20

30

40

50

Co

un

t o

f In

stal

led

Wel

ls, o

n s

trea

m

Average Years sin

ce start-up

of o

n stream

Wells

Petrobras ExxonMobil BP Total/TotalQatar Shell Chevron Anadarko Eni LLOG,Murphy,ENGC,BHP,Tullow Other


54

Source: Well data - Infield, A Wood Mackenzie Business, June 2018. *Deepwater is ≥ 400 meters

Over 3,100 on-stream wells installed in deepwater* prior to 2018; averaging 9 years since start-up

1,698

285

4

3,1413,238

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

55

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