Oceaneering.com

Investor PresentationNovember 2019

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 34.

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.

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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: offshore activity levels and the long-term outlook for offshore, including expectations about Brent crude prices and subsea expenditures, offshore drilling activity, the contracted floating rig count, and subsea tree installations; expectations relating to our non-energy segment, participation in offshore renewables, durations of new contract tenders; our future operations, our forecast market share, our outlook for the fourth quarter 2019, including at each reporting segment level, and the factors underlying our outlook; our Subsea Products backlog, to the extent backlog may be viewed as an indicator of future revenue or profitability; our expectations about umbilical and hardware order intake and our book-to-bill ratio for 2019; our expectations about the Ecosse acquisition; our full-year 2019 and 2020 outlook information, including as to

Reasons to Own Oceaneering• Increasing offshore activity levels

• Growing non-energy segment• 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

• Focus on eco-friendly enabling opportunities• Increasing participation in offshore renewables

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 17%

Development44%

Production36%

Decommissioning3%

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

KEY

ROV = 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, 2018.

51% 50%

49% 50%

61%65%

39%35%

81% 78%

19% 22%

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 $1.9B

2017 2018

$1.9B $1.9B

2017 2018

Industry Segments

$1.9B $1.9B

2017 2018

Financial Overview, Quarterly

8

20% 25% 23%

27%28% 30%

20% 15% 15%

12% 12% 12%

21% 20% 20%

0%

25%

50%

75%

100%

2018 Q3 2019 Q2 2019 Q3

Revenue Adjusted Operating EBITDA*

39%50% 51%

24%

28% 35%19%

11%10%

5%

0% -1%

13% 11% 5%

-25%

0%

25%

50%

75%

100%

2018 Q3 2019 Q2 2019 Q3

Adtech

Subsea ProjectsAsset Integrity

Subsea ProductsROV

$495.8M $72.6M$73.1M $71.2M

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

$497.6M$519.3M

9

Operating Segments Results,* Q3 2019Q3 2019

compared to Q2 2019 Variance factors

Consolidated Results Higher Met expectationsROV Higher • $2.8 million sale of equipment

Subsea Products Higher • better-than-expected revenue and profitability in Service and Rental

Subsea Projects Lower • flat revenue and stable call-out activity

Asset Integrity Lower • slightly lower revenue and continued competitive pricing for inspection services

Advanced Technologies Lower • delays and cost overruns on certain Commercial business projects

Unallocated Expenses Lower • lower accruals for incentive-based compensation

*Results are Operating Income

Liquidity and Cash Flow• Liquidity at Sept 30, 2019

• $340 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 for the nine months ended Sept 30, 2019• Cash flow from operations, $112 million• Capital expenditures, $129 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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23%

Q3 2019Revenue

EBITDA Margin 33%

Oceaneering ROV Average Revenue per Day on Hire~$7,500 for Q3 2019

12

0%

20%

40%

60%

80%

100%

$0

$2,500

$5,000

$7,500

$10,000

$12,500

Adjusted EBITDA Margin

Aver

age

Reve

nue

per D

ay o

n Hi

re

Revenue / Day on Hire ROV Adjusted EBITDA Margin

ROV Days on Hire and Utilization RatesQ3 2019 – Fleet Utilization 60%; Drill Support 63%, Vessel-based 37%

86%

42%

60%

0%

25%

50%

75%

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

28%

41%37%

72%

59% 63%

0%

25%

50%

75%

100%

0

5,000

10,000

15,000

20,000

25,000

30,000

Service Utilization Rate

ROV

Days

on

Hire

ROV Days on HireVessel-based %Drill Support %

Oceaneering ROV Drill Support Market Share 61% at September 30, 2019

14

0%

25%

50%

75%

100%

0

75

150

225

300

OII %

of Floating RigsCo

ntra

cted

Flo

atin

g Ri

gs a

t Per

iod

End

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

Source: Rig data, IHS Petrodata at September 30, 2019

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

15

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

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

16

30%

Q3 2019Revenue

EBITDA Margin 17%

17

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.

Manufactured Products59% of Q3 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 Rental41% of Q3 Subsea Products Revenue

Subsea Products

Subsea Products Financials2019 Book-to-bill ratio forecast to exceed 1.25

18

0

0.25

0.5

0.75

1

1.25

1.5

1.75

$0

$200

$400

$600

$800

$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

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

• 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

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Riserless Intervention SystemWinner 2017 World Oil Best Well Intervention

Technology Award

Proven Well Access Capabilities

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

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15%

Q3 2019Revenue

EBITDA Margin 10%

21

• Vessels • Owner-operated, Jones Act compliant

• Multi-service vessels (3) – Deepwater installations, IMR, ROV and construction support.

• Diving support vessels (2) – 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 Overview

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

22

12%

Q3 2019Revenue

EBITDA Margin (1)%

Our optimized, industry-leading inspection services and integrity management solutions assure 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.

23

Permanently Installed Monitoring Systems

(PIMS)

Rope AccessPipeline InspectionAdvanced Inspection Services

Non-Destructive Testing (NDT) –

CapEx / In-Service

Integrity ManagementInspection and Condition Monitoring

Onshore Midstream Onshore Downstream Offshore TopsideOnshore Upstream

Asset Integrity – What We Do and Where We Work

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.

Advanced Technologies

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20%

Q3 2019Revenue

EBITDA Margin 4%

Dry Deck Shelter Maintenance & Submarine

MaintenanceWe 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.

2525

Government-related Businesses79% of Q3 2019 AdTech Revenues

Commercial Businesses21% of Q3 2019 AdTech Revenues

Automated Guided Vehicle (AGV) Systems

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

Advanced Technologies Overview

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Q4 2019 compared to

Q3 2019 Variance factorsConsolidated Results Lower

ROV Lower • Decrease in Vessel-support days on hire is forecast to outpace projected Increase in Drill-support days on hire

• Fleet utilization in high 50% range • “Churn” persists but is not worsening

Subsea Products Lower • Higher revenue generated from Manufactured Products unit delivering lower margin products

• Sufficient order intake to achieve forecasted book-to-bill ratio of 1.25 to 1.40 for full year

Subsea Projects Lower • Flat revenue • Seasonal decrease in U.S. GOM deepwater vessel and diving work projected

to outweigh increase in Survey servicesAsset Integrity Improved • Modest improvement from cost controls

Advanced Technologies Improved • Meaningful revenue increase and improved performance in Commercial units • Increase in operating margins to low double-digit range

Operating Segments Outlook,* Q4 2019

*Outlook is for Operating Income results

27

2019F compared to 2018Consolidated Results Higher

ROV HigherSubsea Products HigherSubsea Projects Higher

Asset Integrity LowerAdvanced Technologies FlatUnallocated Expenses $125 million - $130 million Increased accruals for incentive-based compensation

EBITDA, Adjusted $150 million - $170 million Positive earnings from all operating segments

Capital Expenditures ~$150 million Spending within ROV segment to support projected 2020 activity

Free Cash Flow Positive Generate cash from positive working capital changes in Q4

Full-year Outlook,* 2019

*Outlook is for Operating Income results, excluding EBITDA, Adjusted; Capital Expenditures; and Free Cash Flow

Full-year Outlook,* 2020

28

2020F compared to 2019FConsolidated Results Higher

ROV HigherSubsea Products HigherSubsea Projects Higher

Asset Integrity HigherAdvanced Technologies HigherUnallocated Expenses ~$140 million Increased accruals for incentive-based compensation

EBITDA, Adjusted $180 million - $220 million Positive earnings from all operating segments

Capital Expenditures $70 million - $100 million Maintenance and lower growth spending

Free Cash Flow Improved Significant increase with contribution from all operating segments and substantive cut in Capex

*Outlook is for Operating Income results, excluding EBITDA, Adjusted; Capital Expenditures; and Free Cash Flow

Focus on Technology

29

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)

• Shortened project development life cycles

• Reduced development costs

• Recognized efficiency gains from technology advancements

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

• Customer confidence in commodity price stabilization

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Key Enablers to Offshore Energy

• Deepwater/Ultra-deepwater breakeven prices are down by ~$20 per barrel since mid-2015 • Brent Crude minimum appears to have stabilized in range of $55 to $65 per barrel • Offshore subsea spending projected to increase by >5% in 2020, year over year• Contracted floating rig count expected to increase in 2019 for the first time since 2014• Tree installations forecast to be over 300 per year for the next several years• FID is expected for nearly 50 deepwater projects in 2019 and 2020*

• Less than 10 deepwater FIDs in 2018

• Offshore barrels forecast to 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

31

Data points suggest an offshore cycle inflection is underway

Source: * Rystad Energy, October 2019. **EvercoreISI, February 2019

Industry Outlook

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

32

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 superior safety performance and quality

Conclusion

Investor Relations ContactMark PetersonVice President, Corporate Development and Investor Relations713.329.4507InvestorRelations@oceaneering.com

33

Supplemental Information

34

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:

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

Period Ended 2017 2018 2019F 2019F 2020F 2020F(USD in millions) Low High Low High

Net Income (Loss) 166.4$ (212.3)$ Income (Loss) before income taxes (90.0)$ (70.0)$ (55.0)$ (15.0)$ Depreciation & Amortization 213.5 293.6 Depreciation & Amortization 205.0 205.0 200.0 200.0

Subtotal 379.9 81.3 Subtotal $ 115.0 $ 135.0 $ 145.0 $ 185.0

Interest Expense/Income, Net 19.3 26.0 Interest Expense/Income, Net 35.0 35.0 35.0 35.0Income Tax Expense (184.2) 26.5

EBITDA 215.0 133.8 EBITDA 150.0$ 170.0$ 180.0$ 220.0$

Adjusted EBITDA** 222.4$ 142.5$

36

Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA

Year Ended Dec 31, 2017(USD in millions)

ROVSubsea

ProductsSubsea

ProjectsAsset

IntegrityAdvanced

Tech.

Subtotalbefore Unallocated

ExpensesUnallocated

Expenses TotalOperating Income (Loss)(GAAP) $ 22.3 $ 45.5 $ 10.3 $ 11.2 $ 22.0 $ 111.3 $ (100.7) $ 10.6 Depreciation & Amortization 114.0 52.6 31.8 7.7 3.2 209.3 4.2 213.5 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 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 Adj Operating EBITDA, Segment % 43% 30% 13% 6% 8% 100%Revenue $ 393.6 $ 625.5 $ 292.0 $ 236.8 $ 373.6 $ 1,921.5

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 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.

37

Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA

Year Ended Dec 31, 2018(USD in millions)

ROVSubsea

ProductsSubsea

ProjectsAsset

IntegrityAdvanced

Tech.

Subtotal before Unallocated

ExpensesUnallocated

Expenses TotalOperating 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 (gains) - - - - - - 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 Adj Operating EBITDA, Segment % 45% 23% 11% 6% 15% 100%

Revenue $ 394.8 $ 515.0 $ 329.2 $ 253.9 $ 416.6 $ 1,909.5

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 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.

38

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.

3 mths Ended Sept 30, 2019 (USD in millions)

ROVSubsea

ProductsSubsea

ProjectsAsset

IntegrityAdvanced

Tech.

Subtotal before Unallocated

ExpensesUnallocated

Expenses TotalOperating Income (Loss)(GAAP) $ 10.1 $ 13.2 $ (0.6) $ (2.4) $ 3.0 $ 23.3 $ (28.5) $ (5.2)Depreciation & Amortization 26.8 12.1 8.1 1.6 0.7 49.3 1.2 50.5 Other pre-tax - - - - - - (3.4) (3.4)EBITDA $ 36.9 $ 25.3 $ 7.5 $ (0.8) $ 3.7 $ 72.6 $ (30.7) $ 41.9 Adjustments for the effects of:

Foreign Currency losses - - - - - - 3.5 3.5 Total Adjustments - - - - - - 3.5 3.5

Adjusted EBITDA $ 36.9 $ 25.3 $ 7.5 $ (0.8) $ 3.7 $ 72.6 $ (27.2) $ 45.4 Adjusted Operating EBITDA, Segment %

51% 35% 10% -1% 5% 100%

Revenue $ 113.1 $ 150.8 $ 76.0 $ 59.3 $ 98.4 $ 497.6

39

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.

3 mths Ended June 30, 2019 (USD in millions)

ROVSubsea

ProductsSubsea

ProjectsAsset

IntegrityAdvanced

Tech.

Subtotal before Unallocated

ExpensesUnallocated

Expenses TotalOperating Income (Loss)(GAAP) $ 8.7 $ 7.4 $ 0.1 $ (1.3) $ 7.2 $ 22.1 $ (31.7) $ (9.6)Depreciation & Amortization 26.9 12.4 7.5 1.5 0.8 49.1 1.2 50.3 Other pre-tax - - - - - - (0.4) (0.4)EBITDA $ 35.6 $ 19.8 $ 7.6 $ 0.2 $ 8.0 $ 71.2 $ (30.9) $ 40.3 Adjustments for the effects of:

Foreign Currency (gains) - - - - - - (0.1) (0.1)Total Adjustments - - - - - - (0.1) (0.1)

Adjusted EBITDA $ 35.6 $ 19.8 $ 7.6 $ 0.2 $ 8.0 $ 71.2 $ (31.0) $ 40.2 Adjusted Operating EBITDA, Segment %

50% 28% 11% 0% 11% 100%

Revenue $ 120.4 $ 138.9 $ 75.1 $ 61.2 $ 100.2 $ 495.8

40

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.

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

ROVSubsea

ProductsSubsea

ProjectsAsset

IntegrityAdvanced

Tech.

Subtotal before Unallocated

ExpensesUnallocated

Expenses TotalOperating Income (Loss)(GAAP) $ 0.8 $ 5.4 $ 6.1 $ 2.3 $ 8.9 $ 23.5 $ (25.0) $ (1.5)Depreciation & Amortization 27.4 12.3 7.5 1.6 0.8 49.6 1.1 50.7 Other pre-tax - - - - - - 3.6 3.6 EBITDA $ 28.2 $ 17.7 $ 13.6 $ 3.9 $ 9.7 $ 73.1 $ (20.3) $ 52.8 Adjustments for the effects of:

Gain on sale of investment - - - - - - (9.3) (9.3)Foreign Currency losses - - - - - - 3.7 3.7 Total Adjustments - - - - - - (5.6) (5.6)

Adjusted EBITDA $ 28.2 $ 17.7 $ 13.6 $ 3.9 $ 9.7 $ 73.1 $ (25.9) $ 47.2 Adjusted Operating EBITDA, Segment %

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

Revenue $ 105.1 $ 137.1 $ 105.0 $ 62.3 $ 109.8 $ 519.3

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.

41

Period Ended(USD in millions) 2015 2016 2017 2018 2019*

Net Income (Loss) $ 231.0 $ 24.6 $ 166.4 $ (212.3) $ (85.5)Depreciation & Amortization 241.2 250.2 213.5 293.6 153.3Other Changes in Cash Provided by Operating Activities 91.7 64.6 (243.4) (44.7) 44.3 Cash Provided by Operating Activities 563.9 339.4 136.5 36.6 112.1 Purchases of Property & Equipment (200.0) (112.4) (93.7) (109.5) (128.8)

Free Cash Flow $ 363.9 $ 227.0 $ 42.8 $ (72.9) $ (16.7)

*Nine months ended September 30, 2019

Oceaneering ROV Fleet – 276 ROVsGeographic profile – September 30, 2019

42

73

45

84

22

33

19

0102030405060708090

100

GOM Africa North Sea Brazil Asia/Pac Other

ROVs

ROV Count Vessel Based, 101 ROVs

Oceaneering ROV Leading Market Position

43

27525%

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

9761%

ROV Ownership at Dec 31, 2018

Contracted Floating Rig Market Share at September 30, 2019

Source: Work-class ROV Ownership - Infield, Wood Mackenzie Business, December 31, 2018.

Contracted Rigs

$0

$10

$20

$30

$0

$250

$500

$750

2014 2015 2016 2017 2018 2019 Q3

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 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.44 44

following 2018 inflection in select oilfield company backlogs

45

7,154 7,787 8,949

5,926 5,914 6,433

12,194 13,33515,399

$0

$10,000

$20,000

$30,000

$40,000

$50,000

2014 2015 2016 2017 2018 2019F 2020F 2021F

Offs

hore

Spe

ndin

g ($

in m

illio

ns) Equipment Services SURF

Source: Rystad Energy, Oct 2019

Subsea Spending Forecast to Begin Increasing in 2019

Sources: Forecasted SS Tree Installations, Rystad Energy. Forecasted Floating Rigs, IHS/OII Investor Relations, assuming repeating 2018 quarterly percentages of IHS-forecasted Marketed Supply.

275

146 158 169

350

297320

354

0

50

100

150

200

250

300

350

400

2014 2015 2016 2017 2018 2019F 2020F 2021F

Coun

t at P

erio

d En

d

Contracted Floaters Tree Installations, Forecast

Offshore Activity Forecast to Increasefollowing 2018 inflection in floating rig demand

46

Breakevens Reduced since 2014

47Source: 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

48Source: Average Breakevens, Rystad Energy. Brent crude, EIA. Project counts, Wood Mackenzie.

$115

$67$55

$44

$0

$25

$50

$75

$100

$125

$0

$25

$50

$75

$100

$125

2014 2017

Brent Crude Price/barrel

Brea

keve

n Pr

ice/

barr

el

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 more than doubled from 2014 to 2017

5 1 13 8 44 ←Sanctioned major projects →

Nearly 6,400 offshore streaming wells were installed prior to 2019; average is almost 12 1/2 years since start-up

3031,096 2,231 3,240 3,3294

255

1,543

3,132 3,246

0

1,500

3,000

4,500

6,000

7,500

pre 1990 1990s 2000s 2010-2018 2019F +0

10

20

30

40

50

Coun

t of I

nsta

lled

Wel

ls, o

n st

ream

Avg. Years since start-up of on stream W

ells

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

Global Offshore Infrastructure is Aging

49Source: Well data, Infield, A Wood Mackenzie Business, June 2019.