SCOTIA HOWARD WEIL ENERGY CONFERENCEMARCH 24, 2015

NEW ORLEANS, LA

M. Kevin McEvoyChief Executive Officer

Oceaneering International, Inc.

Safe Harbor Statement

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 uncertainly of future events orother words that convey the uncertainly 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 changesability 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, g g ,see our periodic filings with the Securities and Exchange Commission, including our most recent Reports on Forms 10-K and 10-Q.

OII Participation in Offshore Life CycleEXPLORATION DEVELOPMENT PRODUCTION DECOMMISSIONING

# of OperatingFloating Drilling Rigs

# Subsea Tree Installations

# Subsea TreesIn Service

# of Field Abandonments

PHASEPHASE

#1 Market #1 Market DriverDriver

Business Business Segment Segment P d tP d t

•• ROVROV•• Survey (SP)Survey (SP)•• Tooling (SSP)Tooling (SSP)

Product Product and and

Service Service Revenue Revenue StreamsStreams

•• ROVROV•• Survey (SP)Survey (SP)•• Tooling (SSP)Tooling (SSP)

•• ROVROV•• Tooling (SSP)Tooling (SSP)•• IWOCS (SSP)IWOCS (SSP)

•• ROV ROV •• Tooling (SSP)Tooling (SSP)•• IWOCS (SSP)IWOCS (SSP)

•• IWOCS IWOCS –– Installation & Installation & Workover Control Systems Workover Control Systems (SSP)(SSP)

•• Subsea Hardware (SSP)Subsea Hardware (SSP)•• UmbilicalsUmbilicals (SSP)(SSP)•• VesselVessel--based Installation based Installation

Services (SP)Services (SP)I ti S i (AI)I ti S i (AI)

•• Subsea Hardware (SSP)Subsea Hardware (SSP)•• VesselVessel--based Inspection, based Inspection,

Maintenance & Repair Maintenance & Repair Services (SP)Services (SP)

•• Inspection Services (AI) Inspection Services (AI)

ROV = Remotely Operated Vehicles SSP = Subsea Products SP = Subsea Projects AI = Asset Integrity

•• Inspection Services (AI)Inspection Services (AI)

Offshore Life Cycle Business Exposure

5%

Revenue Mix

15%

25%25%

55%55%

Exploration Development Production Decommissioning

Source: OII Estimates

Earnings Per Share Guidance2015 Estimate $3 10 - $3 50Earnings Per Share Guidance2015 Estimate $3 10 - $3 50

$5.00Actual Low Estimate High Estimate

2015 Estimate $3.10 $3.502015 Estimate $3.10 $3.50

$4.00

$5.00

are

$2 00

$3.00

ngs

per S

h

$1.00

$2.00

Ear

ni

$0.002008 2009 2010 2011 2012 2013 2014 2015E

OII 2015 Guidance Ranges as of February 11, 2015

Combined EPS – OSX CompaniesExcluding OIICombined EPS – OSX CompaniesExcluding OII

$80Actual Consensus Estimate

Excluding OIIExcluding OII

$60

$80

are

$40

ngs

per S

h

$20Ear

ni

$02008 2009 2010 2011 2012 2013 2014 2015E

Based on First Call Actuals and Mean Estimates as of March 10, 2015

Relative EPS PerformanceTo 2008 OSX PeakRelative EPS PerformanceTo 2008 OSX PeakTo 2008 OSX PeakTo 2008 OSX Peak

150%

OII OSX w/o OII

90%

120%

150%

30%

60%

%

-30%

0%

-60%2008 2009 2010 2011 2012 2013 2014 2015E

Based on First Call Actuals and Mean Estimates as of March 10, 2015

REMOTELY OPERATED VEHICLES2015 Outlook vs 2014REMOTELY OPERATED VEHICLES2015 Outlook vs 20142015 Outlook vs. 20142015 Outlook vs. 2014

• Lower Demand• Lower Demand PICTURELower Demand– Drilling and Vessel Support– Fewer Fleet Days on Hire

Lower Demand– Drilling and Vessel Support– Fewer Fleet Days on Hire– Reduced Utilization– Reduced Utilization

• Reduced Average Pricing• Reduced Average Pricing

• Flat Fleet Size• Flat Fleet Size

SUBSEA PRODUCTS2015 Outlook vs 2014SUBSEA PRODUCTS2015 Outlook vs 20142015 Outlook vs. 20142015 Outlook vs. 2014

• Lower Demand• Lower DemandLower Demand – Short-Cycle Businesses

• e.g. Tooling

Lower Demand – Short-Cycle Businesses

• e.g. Tooling – Field Abandonment Support – BOP Control System Replacements– Field Abandonment Support – BOP Control System Replacements

• Flat Umbilical Revenue• Flat Umbilical Revenue

SUBSEA PROJECTS2015 Outlook vs 2014SUBSEA PROJECTS2015 Outlook vs 20142015 Outlook vs. 20142015 Outlook vs. 2014

• Lower Vessel Pricing in the GOM• Lower Vessel Pricing in the GOM PICTURELower Vessel Pricing in the GOM

• Lower Chartered Vessel Demand off Angola

Lower Vessel Pricing in the GOM

• Lower Chartered Vessel Demand off Angolag

• Mitigated by Higher Operating Income from:

g

• Mitigated by Higher Operating Income from:Mitigated by Higher Operating Income from:– Pending Acquisition of C & C Technologies– Data Solutions Group

Mitigated by Higher Operating Income from:– Pending Acquisition of C & C Technologies– Data Solutions Group

– Including, AIRSIS Acquisition in 2014– Including, AIRSIS Acquisition in 2014

C & C TechnologiesAcquisition PendingAcquisition Pending

Autonomous Underwater Vehicles• Global Survey Services• Global Survey Services

• ≈ $230 MM Purchase Price• ≈ $230 MM Purchase Price

• Expect April 2015 Closing• Expect April 2015 Closing

• Accretive to 2015 Earnings• Accretive to 2015 Earnings

Data Solutions GroupData Solutions Group

Communications Video/Telemetry

Software Solutions Asset Tracking

ASSET INTEGRITY2015 Outlook vs 2014ASSET INTEGRITY2015 Outlook vs 20142015 Outlook vs. 20142015 Outlook vs. 2014

• Lower Demand• Lower Demand• Lower Demand– Customers deferring maintenance

• Lower Demand– Customers deferring maintenance

• Generally Lower Pricing• Generally Lower Pricing

Subsea Asset Integrity Services

• Targeted Assets– Flexible and Rigid Flowlines Pipelines and Risers

• Targeted Assets– Flexible and Rigid Flowlines Pipelines and RisersFlexible and Rigid Flowlines, Pipelines and RisersFlexible and Rigid Flowlines, Pipelines and Risers

• Inspection Technologies– Digital Radiography, Ultrasonic, and Electro Magnetic

• Inspection Technologies– Digital Radiography, Ultrasonic, and Electro Magnetic g g p y g

Acoustic Transducer (EMAT) g g p y g

Acoustic Transducer (EMAT)

Subsea Asset Integrity ToolsSubsea Asset Integrity Tools

NeptuneMagna Scan

TridentDigital RadiographyTool (DRT)

2015 Capital Sources & Allocations

Potential Allocations

O i C E

Potential Allocations

O i C E

Current Sources

C h t D 31 2014

Current Sources

C h t D 31 2014 • Organic Cap Ex– $200 MM to $250 MM

• Organic Cap Ex– $200 MM to $250 MM

• Cash at Dec 31, 2014– $431 MM

• Cash at Dec 31, 2014– $431 MM

• Acquisitions– ≈ $230 MM & More

• Acquisitions– ≈ $230 MM & More

• Estimated 2015 EBITDA– > $725 MM

• Estimated 2015 EBITDA– > $725 MM

• Cash Dividends– ≈ $108 MM

• Cash Dividends– ≈ $108 MM

• Bank Term Loan– $50 MM Undrawn

• Bank Term Loan– $50 MM Undrawn

• Share Repurchases– $TBD MM

• Share Repurchases– $TBD MM

• Bank Revolver– $500 MM Undrawn

• Bank Revolver– $500 MM Undrawn $$$$

OII Summary

• Challenging Time

– Well Positioned

• Challenging Time

– Well PositionedWell Positioned

• Intend to Continue Investing for the Future

Well Positioned

• Intend to Continue Investing for the FutureIntend to Continue Investing for the Future& Returning Capital to Our ShareholdersIntend to Continue Investing for the Future& Returning Capital to Our Shareholders

• Deepwater Focus Remains Sound• Deepwater Focus Remains Sound

– Long-Term Prospects Are Promising– Long-Term Prospects Are Promising

®®

Supplemental Financial Information

EBITDA

$1,000in millions Actual Low Estimate High Estimate

$700

$800

$900

$1,000

$400

$500

$600

$700

$100

$200

$300

$400

$0

$100

* 2015 - $725MM-$800MMBased on OII EPS Guidance as of February 11, 2015See Next Slide For Non-GAAP Reconciliation to Net Income

EBITDA Reconciliation to Net IncomeEarnings 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

Earnings 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 inshould 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:

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:

Period Ended December 31, 2010 2011 2012 2013 2014 2015E 2015E(in millions of $) LOW HIGH

Net Income 200.5 235.7 289.0 371.5 428.3 310 350

Depreciation & Amortization 153.7 151.2 176.5 202.2 229.8 250 265

Subtotal 354.2 386.9 465.5 573.7 658.1 560 615

Interest Expense/Income, Net 5.4 .2 2.3 1.6 4.4 25 25

Income Tax Expense 104.7 102.2 132.9 170.8 195.1 140 160

EBITDA 464.3 489.3 600.7 746.2 857.7 725 800

Business Segments

7% 2%Revenue Operating Income

29%14%

7%

41%14%

7%

16%

%

34%36%

ROVSubsea ProductsSubsea ProjectsAsset IntegrityAdtech

YTD 2014

Supplemental Market Information

Floating Rig Demand History

300s

250

300

loat

ing

Rig

s

200

ontra

cted

Fl

150

ear-E

nd C

o

100

Ye

Source: IHS-Petrodata at December 31, 2014

Rig Fleet, Non-PBR Brazil at December 31 2014at December 31, 2014

• 216 Rigs Under ContractOII 6 %• OII on 65%

• OII on 77% of Drillships/6th Gen Rigs

• 58 Rigs On Order • 18 Rigs Have Operator Contracts

– OII - 13 ROV ContractsC tit 3 ROV C t t– Competitors - 3 ROV Contracts

– 2 ROV Award Opportunities

• 40 Rigs Had No Operator Contract

Source: IHS-Petrodata Data & OII Estimates, December 31, 2014

• 40 Rigs Had No Operator Contract

Deepwater Fields BacklogUndeveloped DiscoveriesDeepwater Fields BacklogUndeveloped Discoveries

600Fields ≥600m

Undeveloped DiscoveriesUndeveloped Discoveries

500

600

300

400

100

200

02009 2010 2011 2012 2013 2014

Source: IHS Petrodata

Leading Market PositionRemotely Operated VehiclesRemotely Operated Vehicles

Ownership Drill Support Market Share

OII - 336 OII – 16259%36% 59%

Worldwide Fleet937 Vehicles*

275 Floating Rigs Contracted**

Source: *OII Estimates - December 2014; **IHS Petrodata – December 2014

Oilfield ROV Fleet

Ownership Drill Support Market Share

OII – 16259%

OII – 33636%

OII

59%36%

Subsea 7FugroDOF SubseaSaipemC-InnovationsHelixTechnipTMTOther

Worldwide Fleet937 Vehicles*

275 Floating Rigs Contracted**

Source: *OII Estimates - December 2014; **IHS Petrodata – December 2014

OII ROV FleetGeographic Profile – December 2014

35

g p

9834

35

33

8254

GOM Africa Norway Brazil Asia/Pac Other

336 Vehicles

OII ROVs on Vessels December 2014

Locations Customers

2515

19

4841

30

GOM Africa Norway Other Operators Contractors

89 Vehicles

OII ROV Pricing and Fleet UtilizationOII ROV Pricing and Fleet Utilization

100%$11,000Revenue / Day on Hire Fleet Utilization

90%$9,000

70%

80%

$5 000

$7,000

60%

70%

$3,000

$5,000

50%$1,000

Leading Market PositionSpecialty Subsea ProductsSpecialty Subsea Products

Umbilicals

Tooling & Subsea Work Systems

Installation andWorkover Control

Systems

Subsea Hardware

Subsea Products BacklogAt Period EndSubsea Products BacklogAt Period End

$1,000in millions

At Period EndAt Period End

$800

$1,000

$400

$600

$200

$400

$02009 2010 2011 2012 2013 2014

December 2014