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Credit Suisse 22nd Annual Energy SummitFebruary 15, 2017 Vail, CO
Rod LarsonPresident
2
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 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 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.
Why Oceaneering?
Global provider of diversified services and products in all phases of the offshore oilfield life cycle
Strong market positions
Solid balance sheet and cash flow
Return of capital to our shareholders
Leveraged to deepwater - longer term, deepwater is still critical to reserve replenishment
3
5 Operating Segments
1. Remotely Operated Vehicles (“ROVs”)
2. Subsea Products
3. Subsea Projects
4. Asset Integrity
5. Advanced Technologies
4
• ROV• Survey (SP)• Tooling (SSP)
ROV = Remotely Operated Vehicles SSP = Subsea Products SP = Subsea Projects AI = Asset Integrity
EXPLORATION
10%
DEVELOPMENT
50%
PRODUCTION
35%
DECOMMISSIONING
5%
# of OperatingFloating Drilling Rigs
# of Subsea Tree Installations
# of Subsea TreesIn Service
# of Field Abandonments
PHASE
% OII Revenue
#1 Market Driver
Business Segment Product
and Service
Revenue Streams
• ROV• Survey (SP)• Tooling (SSP)• IWOCS – Installation &
Workover Control Systems (SSP)
• Subsea Hardware (SSP)• Umbilicals (SSP)• Vessel-based Installation
Services (SP)• Inspection Services (AI)
• ROV• Tooling (SSP)• IWOCS (SSP)• Subsea Hardware (SSP)• Vessel-based Inspection,
Maintenance & Repair Services (SP)
• Inspection Services (AI)
• ROV • Tooling (SSP)• IWOCS (SSP)
5
In All Phases of the Offshore Oilfield Life Cycle
10%
50%
35%
5%
Exploration Development Production Decommissioning
Largest Exposure is in Field DevelopmentOilfield Revenue Mix
Source: OII Estimates: 2015
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ROV Subsea Products Subsea Projects Asset Integrity Advanced Technologies
29%
34%
16%
14%
7%
Revenue by Business Segment
7
27%
31%
20%
12%
10%23%
30%21%
12%
14%
2014 2015 2016
$3.7 Billion $3.1 Billion $2.3 Billion
Remotely Operated Vehicles 23%
Revenue Contribution 2016
8
Flagship of the Oceaneering Franchise
200
250
300
350
2008 2009 2010 2011 2012 2013 2014 2015 2016*
Vehi
cle
Cou
nt a
t Per
iod
End
Oceaneering ROV Fleet Size – 280 ROVsas of December 31, 2016
9
* Retired 39 ROVs in Q3 2016.
Oceaneering ROV Pricing and Fleet Utilization
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
$10,000
$11,000
2008 2009 2010 2011 2012 2013 2014 2015 2016
Flee
t Util
izat
ion
Rev
enue
/ D
ay o
n H
ire
Revenue / Day on Hire Fleet Utilization
10
53% Fleet Utilization as of December 31, 2016
0%
25%
50%
75%
100%
0
50
100
150
200
250
300
2014 Q1
2014 Q2
2014 Q3
2014 Q4
2015 Q1
2015 Q2
2015 Q3
2015 Q4
2016 Q1
2016 Q2
2016 Q3
2016 Q4
% w
ith O
II R
OV
s
Con
tract
ed F
loat
ing
Rig
s at
Per
iod
End
Floaters Contracted % with OII ROVs
Floating Rig Demand History
Source: IHS-Petrodata, December 31, 2016
11
Oceaneering 53% Market Share as of December 31, 2016
0%
25%
50%
75%
100%
2008 2009 2010 2011 2012 2013 2014 2015 2016
Aver
age
RO
V F
unct
ion
Util
izat
ion
Drill Support ROV Utilization Vessel Based ROV Utilization
Oceaneering ROV Utilization Mix
12
More Focus on Vessel-Based Services
10 ROVs to Heerema Marine Contractors Providing ROVs and subsea tooling aboard Heerema’s deepwater
construction vessels and semi-submersible crane vessels on a global basis through 2020.
8 ROVs to Maersk Supply Services Providing ROVs, survey and associated services, including subsea
tooling, engineering, communication and data solutions, to support Mærsk’s global operations.
13
ROV New Technologies
14
Subsea Products
15
Manufactured Products
Service and Rental
Production Control Umbilicals
Specialty Subsea Hardware
Supply electric and hydraulic power to subsea trees and inject chemicals into reservoirs and well streams.
Field development hardware used to connect production trees to umbilicals and flow lines.Also includes connectors and valves.
30%
Revenue Contribution 2016
Tooling & Subsea Work SystemsSupport drilling, construction, field maintenance, and plugging and abandonment activities.
Support drilling, construction, field maintenance, and plugging and abandonment activities.
Installation and Workover Control Systems (IWOCS)
$0
$1,500
$3,000
$4,500
$6,000
$0
$200
$400
$600
$800
$1,000
2012 2013 2014 2015 2016 2017F 2018F 2019F 2020F 2021F
Sub
sea
Har
dwar
e C
apex
OII
SS
Pro
duct
s B
ackl
og
Subsea Capex, Infield Jan 2017 SS Products Backlog
Subsea Hardware Capex ForecastBacklog at December 31, 2016, $ in millions
Source: Infield Systems, Jan 2017; EPIC covers Capex for subsea trees, templates, manifolds, subsea boosters/compression/separation, umbilicals
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$0
$300
$600
$900
$1,200
$1,500
0
100
200
300
400
500
2012 2013 2014 2015 2016 2017F 2018F 2019F 2020F 2021F
OII
SS
Pro
duct
s R
even
ue, $
in M
illio
ns
Tree
s O
nstre
am
Trees Onstream SSProducts Revenue
Subsea Installations Forecast
Source:, Infield Systems, January 2017
17
Subsea Projects 21%
Revenue Contribution 2016
18
Consist of Project Management, Survey, Subsea Installation and IMR Services
Change out photo and replace with
AUV
Deepwater Multi-Purpose Supply Vessels
Spot or Contract Location
CharterEnd
3 Owned
*Ocean Intervention
*Ocean Intervention II
*Ocean Evolution (available mid 2017)
SpotSpot N/A
GOMGOM
N/AN/AN/A
1 Chartered on Spot Market
*Ocean Alliance Spot GOM Mar ‘18
2 Chartered with TermOcean Intervention IIIIsland Pride
ContractContract
AngolaIndia
Apr ‘17Nov ‘17
Diving Support Vessels Survey/AUV Services Global Data Solutions
Subsea Projects Overview Assets Available for this Market
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* Jones Act Vessel
Strong Balance Sheet and Liquidity
Liquidity at 2016 year end o $450 million of cash, over $300 million in the U.S. o $500 million undrawn revolving credit facility, $450 million expiring
October 2021o First debt maturities $30 million in October 2018
Organic capital expenditureso Expect to range from $90 million to $120 million in 2017
Acquisitions o Continue to consider investments that augment our service or product
offerings, with more focus on our customers’ OPEX
Dividendso Quarterly $0.15 per share, sustainable
Consider share repurchases
Capital Sources and Allocations
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Leveraged to Deepwater
Projects take years to develop
Largely oil reservoirso With high production flow rates
Well capitalized customer baseo ~50% revenue from E&P majors in prior 3 years
Investment based on long-term commodity price expectations
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29%
71%
Source of Additional ~29.3Mm B/D
Liquids Production
Offshore Onshore
Long Term: Offshore is Essential
40
50
60
70
80
90
Tota
l Liq
uids
MM
B/D
Incremental Bbls Existing Fields Bbls
Source: Morgan Stanley Research , Wood Mackenzie, Rystad Energy, and Company Data – October 2016
Deepwater Remains Significant
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2017 Full Year and First Quarter Outlook
Challenging market continues
Aligned our operations with anticipated level of activity
Projecting a further decline in profitability for the full year 2017
o Expecting marginally profitable at the operating income level
Forecasting 1Q 2017 considerably lower than adjusted 4Q 2016
o Sequentially lower operating income mainly from Asset Integrity, and higher Unallocated Expenses
o Expect a discrete additional income tax provision in accordance with a new accounting standard associated with our share based incentive plan
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Conclusion
Longer term, deepwater is still critical to reserve replenishment
Global provider in all phases of offshore oilfield life cycle, with a deepwater focus
Further differentiate with integrated solutions
Strong liquidity and cash flow
Maintain or grow our market positions
Emerge from the current cycle ready for the upturn
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Period Ended 2011 2012 2013 2014 2015 2016
Net Income $ 235.7 $ 289.0 $ 371.5 $ 428.3 $ 231.0 $ 24.6
Depreciation & Amortization 151.2 176.5 202.2 229.8 241.2 250.2
Subtotal 386.9 465.5 573.7 658.1 472.2 274.8
Interest Expense/Income, Net 0.2 2.3 1.7 4.4 23.4 20.3
Income Tax Expense 102.2 132.9 170.8 195.2 105.3 18.8
EBITDA $ 489.3 $ 600.7 $ 746.2 $ 857.7 $ 600.9 $ 313.9
EBITDA Reconciliation to Net Income
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 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:
(USD in millions)
26
Period Ended 2011 2012 2013 2014 2015 2016
Net Income $ 235.7 $ 289.0 $ 371.5 $ 428.3 $ 231.0 $ 24.6
Depreciation & Amortization 151.2 176.5 202.2 229.8 241.2 250.2
Other Changes in Cash Provided by Operating Activities (98.3) (27.7) (42.3) 63.7 88.2 65.7
Cash Provided by Operating Activities 288.6 437.8 531.4 721.8 560.4 340.5Purchases of Property & Equipment (235.0) (300.6) ( 382.5) (386.9) (200.0) (112.4)
Free Cash Flow $ 53.5 $ 137.2 $ 148.9 $ 334.9 $ 360.4 $ 228.1
Free Cash Flow (Through the Cycle)
“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.
(USD in millions)
27
28028%
OIISubsea 7FugroDOF SubseaC-InnovationsHelixSaipemTMTTechnipIKM GroupOther
8053%
Worldwide Fleet1010 Vehicles*
151 Floating Rigs Contracted**
Ownership Drill Support Market Share
Oceaneering ROV Leading Market PositionRemotely Operated Vehicles
Source: *OII Estimates - December 2016; **IHS Petrodata and OII Estimates – December 31, 2016
28
88
53
72
2229
16
0
10
20
30
40
50
60
70
80
90
100
GOM Africa North Sea
Brazil Asia/Pac Other
RO
Vs
Oceaneering ROV Fleet – 280 ROVsGeographic Profile – December 31, 2016
Other includes Canada, Mexico, and the Middle East.
29
22 23
27
14
0
5
10
15
20
25
30
GOM Africa North Sea Other
RO
Vs
Oceaneering ROVs on Vessels – 86 ROVsGeographic Profile – December 31, 2016
Other includes Canada, Mexico, Middle East, Asia, and Brazil.
30
Approximately 58% of Oceaneering’s vessel-base customers are contractors, and 42% are operators
