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Oceaneering.com

Investor PresentationSeptember 2018

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

• Serves blue chip customers

• Strong market positions

• Strong balance sheet, and the financial flexibility to invest and grow the company

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:

Annual Financial Overview

6

23% 20%

44% 43%

30% 33%

0

31% 30%21%

15%

0

16%13%12%

12%

0

6%6%

14%20%

0

3%8%

0%

25%

50%

75%

100%

Adtech

Asset Integrity

Subsea Projects

Subsea Products

ROV

Revenue Adjusted Operating EBITDA*

$1.9B$2.3B

2016 2017

$451.5M $322.8M

2016 2017

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

0%

25%

50%

75%

100%

International United States Services Products

Dispersed Revenue Mix

7

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

Quarterly Financial Overview

8

20% 20% 23%

34% 30% 25%

15%14% 16%

11%15% 14%

20% 21% 22%

0%

25%

50%

75%

100%

2017 Q2 2018 Q1 2018 Q2

Revenue Adjusted Operating EBITDA*

45% 48% 49%

27%30% 26%

12%11%

4%

6%7%

8%

10%4%

13%

0%

25%

50%

75%

100%

2017 Q2 2018 Q1 2018 Q2

Adtech

Subsea Projects

Asset Integrity

Subsea Products

ROV

$478.7M $66.5M$87.4M $52.9M$515.0M $416.4M

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

Third Quarter 2018 Outlook - Improved Results

Led by Subsea Projects’ return to profitability

Subsea Projects – Improved operating results, due to an increase in utilization in U.S. GOM deepwater vessel and diving services, and contribution from Ecosse

Other segment operating results flat to slightly down

ROVs – Similar operating results

Subsea Products – Slightly lower operating results

Asset Integrity – Flat to slightly lower operating results

Advanced Technologies – Flat operating results

9

Compared to the second quarter 2018

2H 2018 Outlook - Improved Revenue and Operating Income

Most improved operating results from:

Subsea Projects –due to higher levels of deepwater vessel activity at improved margins, and contributions from Ecosse

Advanced Technologies – due to increased activity driven from backlog in commercial theme park business, and improved results within AGV business

Higher operating results from:

ROVs – due to an increase in days on hire

Similar operating results from:

Subsea Products

Asset Integrity

10

Compared to the first half 2018

2018 Outlook

Updated Adjusted EBITDA Estimate:

• Adjusted EBITDA guidance range is $140 million to $160 million, with positive

operating EBITDA contributions from each operating segment

For the remainder of the year:

• Reviewing Proposed Regulations as issued by the US IRS, and will evaluate

any impact on our estimated provisional tax during the third quarter of 2018

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

11

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

23%

49%

0%

25%

50%

75%

100%

Revenue Adjusted OperatingEBITDA*

2018 Q2

12

* Excludes Unallocated Expenses.

Floating Rig Demand HistoryDrill support market share improved to 60% at June 30, 2018

13

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

% 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 June 30, 2018

Fleet mix was 62% in drill support and 38% in vessel-based activity for Q2 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

Drill Su

pp

ort / V

essel Fleet Mix

RO

V D

ays

on

Hir

e

Vessel Based Utilization Drill Support Utilization ROV Days on Hire

14

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

Oceaneering ROV Days on Hire and Fleet UtilizationROV days on hire increased 24% as utilization improved to 54% during Q2 2018

15

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

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$7,900 at Q2 2018; Regional ROV pricing appears to be stabilizing

16

0%

20%

40%

60%

80%

100%

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

2017Q4

2018Q1

2018Q2

$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 June 30, 2018

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

17

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 – Higher Operating Results, Increase in Activity

Continue to project more days on hire

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

Fleet utilization in the low-to-mid 50% range

Maintain ROV market share for drill support at approximately 60%

ROV adjusted EBITDA margin at approximately 30%

18

Second half 2018 outlook versus first half 2018

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

19

25%

26%

0%

25%

50%

75%

100%


2018 Q2


Subsea Products

20

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.

50%

% of Manufactured Products Revenue to Total Subsea Products 2018 Q2 Revenue

Manufactured Products

Subsea Products

21

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.

50%

% of Service and Rental Revenue to Total Subsea Products 2018 Q2 Revenue

Service and Rental

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

22

0

0.25

0.5

0.75

1

1.25

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

2017Q4

2018Q1

2018Q2

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

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

Subsea Installations Forecast

23

282303

265

227201

2014 2015 2016 2017 2018F 2019F 2020F 2021F 2022F0

100

200

300

400

Sub

sea

Tree

s In

stal

led

Tree Installations Tree Installations, High Forecast Tree Installations, Average Forecast Tree Installations, Low Forecast

274Avg.

Source: Tree history data - Wood Mackenzie’s Subsea Service; Forecasts - Oceaneering

Average Forecast YoY Growth %2018F: -3%2019F: +11%2020F: -13%2021F: -14%2022F: -11%

2018 forecasts are relatively flat to 2017. 2019 Average forecast indicates slight increase.

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

24

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

Subsea Products – Stronger Book-to-Bill, Similar Operating Results


25

Increased manufacturing activity on lower margin orders

Margins in the low-single digit range

Forecast 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

26

16%

4%

0%

25%

50%

75%

100%


2018 Q2


Subsea Projects Overview

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

• Diving Support Vessels

• Survey/Autonomous Underwater Vehicles (AUV) Services

• Ecosse SCAR Seabed Systems (acquired March 2018)

• Global Data Solutions

27

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

Accretive to 2018 cash flow and earnings

Results included in Subsea Projects segment

28

Subsea Projects – Improved Operating Results

Higher levels of deepwater vessel activity at improved margins

Increased contributions from our recent Ecosse acquisition

Ocean Evolution delivering late 2018 and placed into service during the first quarter of 2019

29


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

30

14%

8%

0%

25%

50%

75%

100%


2018 Q2


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.

31

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.

32

Onshore Midstream Onshore Downstream Offshore Topside Offshore SubseaOnshore Upstream

Subsea InspectionIntegrity ManagementInspection and Condition Monitoring

Asset Integrity Relatively Flat Operating Results

33

Margins to be in the low- to mid-

single digit range

Continuing to respond 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

34

22%13%

0%

25%

50%

75%

100%


2018 Q2


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

35

35

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

36

Increased activity driven from backlog in our commercial theme park business, and improved results within our automated guided vehicle business


Strong Balance Sheet and Liquidity

Liquidity at June 30, 2018• $340 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• Expect to range from $100 million to $140 million in 2018, and include $60 million to $90 million

of growth capital expenditures

Acquisitions • Continue to strengthen our portfolio of services and products by investing in our current and

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

37

Future Oil Supply Short Fall 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

38

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

39

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

40

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

Winner in the Carbon Trust Wind Accelerator competition• Selected for our techniques to address the inspection of

welds on monopiles and jacket foundations

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

• Providing ROV and trenching support services

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

route clearance and trenching services41

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

42

Conclusion

For 2018, while the overall offshore markets will continue to be challenging, we are encouraged by the early signs of improving activity in the markets and in our businesses as the industry rebounds

43

• Maintain strong balance sheet

• Invest and grow services and products portfolio

• Maintain and grow market share

• Gain efficiencies through continuous improvement

• Maintain superior safety performance or quality

Our focus:

• Innovate and solve customer’s complex problems

Supplemental Information

44

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:

45* 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 $(105.0) $ (85.0)

Depreciation & Amortization 250.2 213.5 215.0 215.0

Subtotal 274.8 379.9 110.0 130.0

Interest Expense/Income, Net 20.3 19.3 30.0 30.0 Income Tax Expense 18.8 (184.2) - -

EBITDA $ 313.9 $ 215.0

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

46

Adjusted 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.

Operating Income Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA

Year Ended Dec 30, 2016(USD in millions)

ROVSubsea

ProductsSubsea Projects

Asset Integrity

Advanced Tech.

Subtotalbefore

Unallocated Expenses

Unallocated Expenses Total

Operating Income (GAAP) $ 25.2 $ 75.9 $ 34.5 $ 7.6 $ 11.8 $ 155.0 $ (84.2) $ 70.8

Depreciation & Amortization 141.0 53.8 34.0 14.3 3.1 246.2 4.0 250.2

Other pre-tax - - - - - - (7.1) (7.1)

EBITDA $ 166.2 $ 129.7 $ 68.5 $ 21.9 $ 14.9 $ 401.2 $ (87.3) $ 313.9

Adjustments for the effects of: Inventory write-downs 25.2 5.3 - - - 30.5 - 30.5 Restructuring Expenses 3.7 3.7 2.1 1.4 0.5 11.4 0.3 11.7 Allowance for bad debts 1.2 1.9 0.3 5.0 - 8.4 - 8.4 Foreign Currency (gains)/losses - - - - - - 4.8 4.8 Total Adjustments 30.1 10.9 2.4 6.4 0.5 50.3 5.1 55.4

Adjusted EBITDA $ 196.3 $ 140.6 $ 70.9 $ 28.3 $ 15.4 $ 451.5 $ (82.2) $ 369.3

Adjusted Operating EBITDA, Segment % 44% 31% 16% 6% 3% 100%

47

Year Ended Dec 30, 2017(USD in millions)

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income (GAAP) $ 22.3 $ 45.5 $ 10.3 $ 11.2 $ 22.0 $ 111.3 $ (100.7) $ 10.6


Other pre-tax - - - - - - (9.1) (9.1)

EBITDA $ 136.3 $ 98.1 $ 42.1 $ 18.9 $ 25.2 $ 320.6 $ (105.6) $ 215.0

Adjustments for the effects of: Charge related to prior year non-income related taxes

1.9 0.3 - - - 2.2 - 2.2

Foreign Currency (gains)/losses - - - - - - 5.2 5.2 Total Adjustments 1.9 0.3 - - - 2.2 5.2 7.4

Adjusted EBITDA $ 138.2 $ 98.4 $ 42.1 $ 18.9 $ 25.2 $ 322.8 $ (100.4) $ 222.4

Adjusted Operating EBITDA, Segment % 43% 30% 13% 6% 8% 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.

48

3 mths Ended June 30, 2017(USD in millions).

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income (GAAP) 10.4 10.5 3.0 3.8 7.6 $ 35.3 (25.9) $ 9.4


Other pre-tax - - - - - - (0.7) (0.7)

EBITDA $ 39.4 $ 23.3 $ 10.8 $ 5.5 $ 8.4 $ 87.4 $ (25.5) $ 61.9

Adjustments for the effects of: Foreign Currency (gains)/losses - - - - - - (0.0) (0.0)Total Adjustments - - - - - - (0.0) (0.0)

Adjusted EBITDA $ 39.4 $ 23.3 $ 10.8 $ 5.5 $ 8.4 $ 87.4 $ (25.5) $ 61.9

Adjusted Operating EBITDA, Segment %

45% 27% 12% 6% 10% 100%


49

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

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income (GAAP) (2.4) 1.8 (2.4) 1.7 1.7 $ 0.4 (27.5) $ (27.1)


Other pre-tax - - - - - - (10.0) (10.0)

EBITDA $ 25.2 $ 15.8 $ 5.9 $ 3.5 $ 2.5 $ 52.9 $ (36.0) $ 16.9

Adjustments for the effects of: Foreign Currency (gains)/losses - - - - - - 8.3 8.3 Total Adjustments - - - - - - 8.3 8.3

Adjusted EBITDA $ 25.2 $ 15.8 $ 5.9 $ 3.5 $ 2.5 $ 52.9 $ (27.7) $ 25.2


48% 30% 11% 7% 4% 100%


50

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

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income (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 (gains)/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


49% 26% 4% 8% 13% 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.

51

Period Ended 2014 2015 2016 2017 1H(USD in millions) 2018

Net Income $ 428.3 $ 231.0 $ 24.6 $ 166.4 $ (82.2)Depreciation & Amortization 229.8 241.2 250.2 213.5 114.0 Other Changes in Cash Provided by Operating Activities 63.7 91.7 64.6 (243.4) (16.1)Cash Provided by Operating Activities 721.8 563.9 339.4 136.5 15.7 Purchases of Property & Equipment (386.9) (200.0) (112.4) (93.7) (53.5)

Free Cash Flow $ 334.9 $ 363.9 $ 227.0 $ 42.8 $ (37.8)

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

52

73

44

86

2428

24

25 18 42 11 3 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, 108

Oceaneering ROV Leading Market Position

53

27928%

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

9260%

Ownership Drill Support Market Share*

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

54

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


55

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


56

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 ContactSuzanne SperaDirector, Investor [email protected]

57

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