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Oceaneering.com

Investor PresentationMarch 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 participation in offshore renewables

• Increasing offshore activity levels

3

Five Operating Segments

4

Remotely Operated Vehicles (ROVs)

Subsea Products

Subsea Projects

Asset Integrity

Advanced Technology

Energy:

Non-Energy:

51% 50%

49% 50%

61%65%

39%

35%

0%

25%

50%

75%

100%

International United States Services Products

Revenue Sources

5

Geographic Area Services and Products

$1.9B $1.9B

2017 2018

$1.9B $1.9B

2017 2018

Financial Overview, Quarterly

6

19% 20% 19%

32% 27% 26%

15% 20%18%

13% 12%13%

21% 21% 24%

0%

25%

50%

75%

100%

2017 Q4 2018 Q3 2018 Q4

Revenue Adjusted Operating EBITDA*

41% 39% 44%

35%

24% 13%

12%

19%

11%

7%

5%

5%

5%13%

27%

0%

25%

50%

75%

100%

2017 Q4 2018 Q3 2018 Q4

Adtech

Subsea Projects

Asset Integrity

Subsea Products

ROV

$495.1M $60.1M$70.5M $73.1M$484.2M $519.3M

*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, Annual

7

21% 21%

33%27%

15%17%

12%13%

19% 22%

0%

25%

50%

75%

100%

2017 2018

Revenue Adjusted Operating EBITDA*

43% 45%

30% 23%

13%11%

6%

6%

8%15%

0%

25%

50%

75%

100%

2017 2018

Adtech

Subsea Projects

Asset Integrity

Subsea Products

ROV

$1.9B $252.7M$322.9M$1.9B

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

Oceaneering Operating Segments, Q4 2018

ROV – Lower operating results • on 8% fewer days on hire and 8% less revenues

Subsea Products – Lower operating results • on combined impact of Panama City manufacturing facility offline and execution of lower margin work in Services & Rental

Subsea Projects – Lower operating results • on combined seasonal slowdown in IMR and survey work and lull in Renewables activity and contract awards

• Goodwill impairment largely from protracted downturn in Survey and Vessel activity

Asset Integrity – Lower operating results • due to seasonality

Advanced Technologies – Higher operating results

• from Entertainment on completion of jobs and close-out of contracts; and improvements in Automated Guided Vehicles

8

compared to Q3 2018

We provide ROVs, which are tethered submersible vehicles remotely operated from a vessel and/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

19%

44%

0%

25%

50%

75%

100%

Revenue Adjusted OperatingEBITDA*

Q4 2018

9

* Excludes Unallocated Expenses.

Oceaneering ROV Days on Hire and Fleet UtilizationSequentially, utilization rate weakened to 52% on 8% fewer days on hire during Q4 2018

10

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

2018Q4

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

Oceaneering Drill Support Market Share Market share improved to 62% at December 31, 2018

11

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

2018Q4

% o

f Floatin

g Rigs 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 December 31, 2018

Oceaneering ROV Average Revenue per Day on Hire~$7,400 for Q4 2018; Regional ROV pricing appears to be stabilizing

12

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

2018Q4

$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

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

13

Liberty (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 Outlook

Q1 2019 compared to Q4 2018 – Flat results

2019 compared to 2018 – Improved results

• Increased days on hire

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

• Fleet utilization in mid 50% range

• Service utilization stable around 65% drill support/35% vessel-based

• ROV adjusted EBITDA margin in the high 20% range

14

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

15

26%

13%

0%

25%

50%

75%

100%


Q4 2018


Subsea Products

16

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. Also includes connectors and valves - Oceaneering Grayloc, Oceaneering Pipeline Connection & Repair Systems (PCRS) and Oceaneering Rotator.

55%

55% of Subsea Products Q4 2018 Revenue

Manufactured Products

Subsea Products

17

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.

45%

45% of Subsea Products Q4 2018 Revenue

Service and Rental

Subsea Products FinancialsExpect Subsea Products book-to-bill ratio to exceed 1.0 for 2019

18

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

2018Q3

2018Q4

$0

$200

$400

$600

$800

$1,000

Bo

ok-to

-Bill R

atio, T

TM

Pro

du

cts

Rev

enu

e /

Bac

klo

g (

$ in

Mill

ion

s)

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

Note: 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

19

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

Subsea Products Outlook

20



• Securing good order intake in early 2019

• Increased throughput in Manufactured Products unit

• Increased activity and contribution from Service and Rental unit

• Operating Income margin in mid-single digit range on increased overall activity and better absorption of fixed costs

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

21

18%11%

0%

25%

50%

75%

100%


Q4 2018


Subsea Projects Overview

• Jones Act-compliant deepwater Multi-purpose Support Vessels, including Ocean Evolution, supplemented with short-term charters, as necessary

• Diving Support Vessels

• Survey/Autonomous Underwater Vehicle (AUV) Services

• Offshore engineering, seabed preparation, route clearance, and trenching services through Ecosseacquisition

22

Subsea Projects Outlook

23



• Improved results from Survey and Renewables

• Lower results from Vessel activity

• Day rates remain very competitive, but are stabilized

• Ocean Evolution in service in Q2 2019

We deliver asset integrity management, analytics, maintenance and risk management, conventional and advanced non-destructive testing (NDT), and specialist inspection solutions, principally to the oil and gas, power generation, and petrochemical industries.

Asset Integrity

24

13% 5%

0%

25%

50%

75%

100%


Q4 2018


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.

25

Permanently Installed Monitoring Systems

(PIMS)

Rope AccessPipeline InspectionAdvanced Inspection Services

Non-Destructive Testing (NDT) – CapEx / In-

Service

Integrity ManagementInspection and Condition Monitoring

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

26

Onshore Midstream Onshore Downstream Offshore TopsideOnshore Upstream

Integrity ManagementInspection and Condition Monitoring

Asset Integrity Outlook

27


2019 compared to 2018 – Flat results

• Contract pricing extremely competitive

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 based on automated guided vehicle technology.

Advanced Technologies

28

24% 27%

0%

25%

50%

75%

100%


Q4 2018


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

29

29

Government Businesses67% of 2018 AdTech Revenues

Commercial Businesses33% of 2018 AdTech Revenues

Automated Guided Vehicle (AGV) Systems

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

Advanced Technologies Outlook

30

Q1 2019 compared to Q4 2018 – Lower results

• Fewer job completions and contract close-outs in commercial units


• Continued high demand in Entertainment unit

• Improvements in automated guided vehicles (AGV) operation

• Modest growth in government-related units

Strong Balance Sheet and Liquidity

Liquidity at December 30, 2018

• $354 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

Cash Flow from operations, $36.6 million

Capital expenditures• $109 million organic spending

• $ 68 million acquisitions spending, including Ecosse

31

Oceaneering Outlook – Q1 2019

ROVs – Flat operating results

Subsea Products – Flat operating results

Subsea Projects – Flat operating results

Asset Integrity – Flat operating results

Advanced Technologies – Lower operating contribution

Unallocated Expenses – Higher expenses on accruals for incentive compensation

32

Lower compared to Q4 2018

Oceaneering Outlook – 2019

Positive Free Cash Flow on increased activity in all operating segmentsAdjusted EBITDA range of $140 million to $180 million

• Higher activity and stable pricing in Energy segments

• Modest improvement in government service units

• Improved performance in commercial units

Positive EBITDA from all operating segmentsCapital Expenditures, $105 million - $125 million

• Maintenance capex, $40 million - $50 million

• Growth capex, $65 million - $75 million

Higher Unallocated Expenses on increased accruals for incentive compensation Higher Net Interest Expense on full year of debt payments and higher floating rates Income Tax payments, approximately $25 million

33

Improved compared to 2018

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

34

Industry Outlook

• Deepwater/Ultra-deepwater Breakeven prices are down by ~$20 per barrel since mid-2015

• Brent Crude to stabilize in range of $55 to $65 per barrel for the foreseeable future

• Offshore Capex Spending projected to increase by 4% to 9% in 2019

• Contracted Floating Rig count expected to increase in 2019 for the first time since 2014

• Tree Awards expected to be approximately 300 per year for the next several years

• FID is expected for nearly 25 deepwater projects in 2019*• Less than 10 deepwater FID’s in 2018

• Offshore Barrels will continue at approximately 30% of global production

• By 2021, 80% of Shale Investment will be required to maintain flat production**• Expected to push additional investment offshore for better returns

35

Data Points Suggest an Offshore Cycle Inflection is underway

Note: Deepwater = water depths >400m per Wood Mackenzie

Source: * Wood Mackenzie, Pre-FID Tracker, February 2019. **EvercoreISI, February 2019

ConclusionFor 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.

36

Focus: • Generating positive free cash flow

• Maintaining our strong liquidity position

• Improving our returns by:• driving efficiencies in cost and performance throughout our organization;

• engaging with our customers to develop value-added solutions that increase their cash flow; and

• defending, or growing, our market share in each of the markets in which we participate.

And above all,

• Maintaining our superior safety performance and quality.

Supplemental Information

37

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:

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

Period Ended 2017 2018 2019F 2019F(USD in millions) Low* High*

Net Income (Loss) $ 166.4 $ (212.3) $ (110.0) $ (70.0)

Depreciation & Amortization 213.5 293.6 212.0 212.0

Subtotal 379.9 81.3 102.0 142.0

Interest Expense/Income, Net 19.3 26.0 38.0 38.0 Income Tax Expense (Benefit) (184.2) 26.5 - -

EBITDA $ 215.0 $ 133.8

Adjusted EBITDA** $ 222.4 $ 142.5 $ 140.0 $ 180.0

39

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.

3 mths Ended Dec 31, 2018(USD in millions)

ROVSubsea

ProductsSubsea Projects

Asset Integrity

Advanced Tech.

Subtotalbefore

Unallocated Expenses

Unallocated Expenses Total

Operating Income(Loss) (GAAP) (1.3) (3.8) (79.4) 1.3 15.4 (67.8) (29.3) (97.1)Depreciation & Amortization 28.0 11.8 85.7 1.6 0.8 127.9 1.0 128.9 Other pre-tax - - - - - - (3.2) (3.2)

EBITDA $ 26.7 $ 8.0 $ 6.3 $ 2.9 $ 16.2 $ 60.1 $ (31.6) $ 28.5 Adjustments for the effects of:

Foreign Currency losses - - - - - - 2.6 2.6 Total Adjustments - - - - - - 2.5 2.5

Adjusted EBITDA $ 26.7 $ 8.0 $ 6.3 $ 2.9 $ 16.2 $ 60.1 $ (29.0) $ 31.1

Adjusted Operating EBITDA, Segment % 44% 13% 11% 5% 27% 100%

40


3 mths Ended Dec 31, 2017(USD in millions)

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotal before



Operating Income (Loss) (GAAP) 1.0 11.1 0.6 2.2 2.8 17.7 (26.8) (9.1)Depreciation & Amortization 27.5 13.4 8.1 2.3 0.8 52.1 0.9 53.0 Other pre-tax - - - - - - (2.6) (2.6)

EBITDA $ 28.5 $ 24.5 $ 8.7 $ 4.5 $ 3.6 $ 69.8 $ (28.5) $ 41.3 Adjustments for the effects of:

Charge related to prior yearnon-income related taxes 0.6 0.1 - - - 0.7 - 0.7 Foreign Currency losses - - - - - - 1.8 1.8 Total Adjustments 0.6 0.1 - - - 0.7 1.8 2.5

Adjusted EBITDA $ 29.1 $ 24.7 $ 8.7 $ 4.5 $ 3.6 $ 70.5 $ (26.8) $ 43.8 Adjusted Operating EBITDA, Segment % 41% 35% 12% 7% 5% 100%

41

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

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income(Loss) (GAAP) $ 0.8 $ 5.4 $ 6.1 $ 2.3 $ 9.0 $ 23.5 $ (25.0) $ (1.6)Depreciation & Amortization 27.4 12.3 7.5 1.6 0.8 49.6 1.0 50.7 Other pre-tax - - - - - - 3.6 3.6

EBITDA $ 28.2 $ 17.7 $ 13.6 $ 3.9 $ 9.8 $ 73.1 $ (20.4) $ 52.8

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%


42


Year Ended Dec 31, 2018(USD in millions)

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income(Loss) (GAAP) $ 1.6 $ 5.6 $ (86.0) $ 8.7 $ 33.9 $ (36.2) $ (109.3) $ (145.5)Depreciation & Amortization 111.3 53.1 114.5 6.9 3.1 288.9 4.7 293.6 Other pre-tax - - - - - - (14.3) (14.3)

EBITDA $ 112.9 $ 58.7 $ 28.5 $ 15.6 $ 37.0 $ 252.7 $ (118.9) $ 133.8

Adjustments for the effects of: Gain on sale of investment - - - - - - (9.3) (9.3)Foreign Currency losses - - - - - - 18.0 18.0 Total Adjustments - - - - - - 8.7 8.7

Adjusted EBITDA $ 112.9 $ 58.7 $ 28.5 $ 15.6 $ 37.0 $ 252.7 $ (110.2) $ 142.5

Adjusted Operating EBITDA, Segment % 45% 23% 11% 6% 15% 100%

43


Year Ended Dec 31, 2017(USD in millions)

ROVSubsea


Asset Integrity

Advanced Tech.

Subtotalbefore



Operating Income (GAAP) $ 22.4 $ 45.5 $ 10.3 $ 11.2 $ 22.0 $ 111.4 $ (100.8) $ 10.6 Depreciation & Amortization 113.9 52.6 31.9 7.7 3.2 209.3 4.2 213.5 Other pre-tax - - - - - - (9.1) (9.1)EBITDA $ 136.3 $ 98.1 $ 42.2 $ 18.9 $ 25.2 $ 320.7 $ (105.7) $ 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 losses - - - - - - 5.2 5.2 Total Adjustments 1.9 0.3 - - - 2.2 5.2 7.4

Adjusted EBITDA $ 138.2 $ 98.4 $ 42.2 $ 18.9 $ 25.2 $ 322.9 $ (100.5) $ 222.4 Adjusted Operating EBITDA, Segment % 43% 30% 13% 6% 8% 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.

44

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

Net Income (Loss) $ 428.3 $ 231.0 $ 24.6 $ 166.4 $ (212.3)Depreciation & Amortization 229.8 241.2 250.2 213.5 293.6 Other Changes in Cash Provided by Operating Activities 63.7 91.7 64.6 (243.4) (44.7)Cash Provided by Operating Activities 721.8 563.9 339.4 136.5 36.6Purchases of Property & Equipment (386.9) (200.0) (112.4) ( 93.7) (109.5)

Free Cash Flow $ 334.9 $ 363.9 $ 227.0 $ 42.8 $ (72.9)

Oceaneering ROV Fleet – 275 ROVsGeographic profile – December 31, 2018

45

70

47

82

2331

22

21 23 34 114 50

10

20

30

40

50

60

70

80

90

100

GOM Africa North Sea Brazil Asia/Pac Other

RO

Vs

ROV Count Vessel Based, 98

Service utilization was 67% in drill support and 33% in vessel-based activity during Q4 2018

Oceaneering ROV Service Utilization

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

2018Q4

Service Utilizatio

n R

ate

RO

V D

ays

on

Hir

e

Vessel Based Drill Support ROV Days on Hire

46

* At December 31, 2018. Based on number of actual working days.

Oceaneering ROV Leading Market Position

47

27525%

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, Wood Mackenzie Business, December 31, 2018. *At December 31, 2018

Breakevens Reduced since 2014

48

Source: Rystad Energy

Ultra Deepwater average breakeven price has decreased by $23/barrel since 2014

Global Liquids Supply Cost Curve – June 2014 Global Liquids Supply Cost Curve – July 2017

Meaningful reductions in Ultra-deep and Deepwater categories

$57

$34

49

Source: Average Breakevens, Rystad Energy. Brent crude, EIA. Project counts, Wood Mackenzie.

$0

$25

$50

$75

$100

$125

$0

$25

$50

$75

$100

$125

2014 2017

Bren

t Cru

de P

rice/barrel

Bre

akev

en P

rice

/bar

rel

Brent Crude $/barrel and Offshore Breakeven $/barrel

Breakeven, ShelfBreakeven, DeepwaterBreakeven, UltradeepHigh close $/bblLow close $/bbl

Offshore Activity is Incentivized by Lower Breakevens and Stable Crude Prices

Major FIDs have doubled.

5 1 13 8 44 ← Sanctioned major projects. →

50

151 149 146 159 161

125 132 136 142 144

$0

$100

$200

$300

$400

$500

2014 2015 2016 2017 2018 2019F 2020F 2021F

Off

sho

re S

pen

din

g, $

in b

illio

ns

CAPEX OPEX

Source: Wood Mackenzie

Offshore Spending Expected to IncreaseSpending is stable since 2017; Capex spend is expected to increase in 2020

Sources: Tree awards, Wood Mackenzie. Contracted Floaters, IHS Petrodata, Wells Fargo LLC, and OII estimates.

146159

287297

0

50

100

150

200

250

300

350

2014 2015 2016 2017 2018 2019F 2020F 2021F

Co

un

t at

Per

iod

En

d

Contracted Floaters Tree Awards

Offshore Drilling Activity is Forecast to Grow in 2019following 2018 inflection in floating rig demand

51

$0

$10,000

$20,000

$30,000

$0

$250

$500

$750

2014 2015 2016 2017 2018

Sub

sea Equ

ipm

ent B

acklog, $

in th

ou

sand

sO

II S

ub

sea

Pro

du

cts

Bac

klo

g, $

in m

illio

ns

Technip FMC TechnipFMC AKER OneSubsea Dril-Quip OII Backlog

Subsea Backlogs of Select Oilfield Companies

Source: Company filings. Note: Aker NOK/USD and Technip EUR/USD conversions are US Treasury conversion rates at period end.52 52

at period end

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

Avg

Years since start-u

p o

f on

stream W

ells

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

Global Offshore Infrastructure is Aging

53

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

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

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