July 1, 2015 - Houston, TX

Marvin J. MiguraExecutive Vice President

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 $2 80 to $3 20Earnings Per Share Guidance2015 Estimate $2 80 to $3 20

$5.00Actual Low Estimate High Estimate

2015 Estimate $2.80 to $3.202015 Estimate $2.80 to $3.20

$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 Range as of April 22, 2015

2015 Earnings OutlookMajor Determinants for Last Three QuartersMajor Determinants for Last Three Quarters

• Vessel-Based IMR Projects• Vessel-Based IMR ProjectsVessel Based IMR Projects– “Call Out” or “Spot Market” Work– Impacts ROVs, Subsea Products, and Subsea Projects

Vessel Based IMR Projects– “Call Out” or “Spot Market” Work– Impacts ROVs, Subsea Products, and Subsea Projectsp , , j

• Floating Rig Use

p , , j

• Floating Rig Use• Floating Rig Use– OII ROVs on 50 Rigs with 2015 Contract Expirations

• Floating Rig Use– OII ROVs on 50 Rigs with 2015 Contract Expirations

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 May 13, 2015

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

150%

OII OSX w/o OII

75%

100%

125% Relative to:2008 Up ≈ 60%2014 Down ≈ 30%

25%

50%

75%

-50%

-25%

0%Relative to:2008 Down ≈ 60%2014 Down ≈ 50%

-75%

-50%

2008 2009 2010 2011 2012 2013 2014 2015E

Based on First Call Actuals and Mean Estimates as of May 13, 2015

2015 Capital Sources & Allocations

Potential Allocations

O i C E

Potential Allocations

O i C E

Current Sources

C h t M 31 2015

Current Sources

C h t M 31 2015 • Organic Cap Ex– $200 MM to $250 MM

• Organic Cap Ex– $200 MM to $250 MM

• Cash at Mar 31, 2015– $305 MM

• Cash at Mar 31, 2015– $305 MM

• Acquisitions– ≈ $230 MM & More

• Acquisitions– ≈ $230 MM & More

• Estimated 2015 EBITDA– > $680 MM

• Estimated 2015 EBITDA– > $680 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 $$$$

Long Term: Offshore is EssentialDeepwater Remains Significant

Source of Additional ~29Mm B/D

eep ate e a s S g ca t

90 Incremental Bbls Existing Fields Bbls

4.31

9 35

Additional ~29Mm B/D Crude Production

80

e

4.74

9.35

60

70

d C

onde

nsat

em

B/d

7.293.3

Ultra DeepwaterD t

50

60

Cru

de a

nd M

DeepwaterShelfUS ShaleConventional Land

40

Source: Morgan Stanley Research , Wood Mackenzie, Rystad Energy, and Company Data – June 2015

Subsea Installations - ex BRZForecast at Historically High Levels

500

Forecast at Historically High Levels

5-Yr Average, Up 60, >25% Growth

400

500

s 291

p , %

300

Inst

alla

tions 291

222282

200Tree

I

100

Source: Quest Offshore Resources – Mean Case Forecast, May 2015

Subsea Completions In Service - ex BRZ Forecast at Historically High Levels

5000

Forecast at Historically High Levels

5-Yr Average,Up 583, ~20% Growth

4000

5000

ons

p , %

3716

3000

Com

plet

io

2246

3133

2000

1000

Source: Quest Offshore Resources – Mean Case Forecast, May 2015

OII Summary

• Challenging Time• Challenging Time

– Well Positioned– Well Positioned

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

• Intend 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 - $680 MM-$745 MMBased on OII EPS Guidance as of April 22, 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 200.5 235.7 289.0 371.5 428.3 280 320

Depreciation & Amortization 153.7 151.2 176.5 202.2 229.8 245 255

Subtotal 354.2 386.9 465.5 573.7 658.1 525 575

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

Income Tax Expense 104.7 102.2 132.9 170.8 195.1 130 145

EBITDA 464.3 489.3 600.7 746.2 857.7 680 745

Business Segments

9% 5%

Revenue Operating Income

28%13%

9%

37%14%

7%

14%

31%19%

37%ROVSubsea ProductsSubsea Projects

37%

Asset IntegrityAdtech

March YTD 2015

Supplemental Market Information

Floating Rig Demand History

300s 275

250

300

loat

ing

Rig

s

200

ontra

cted

Fl

150

ear-E

nd C

o

Demand at March 31, 2015 - 261

100

Ye

Source: IHS-Petrodata at December 31, 2014

Rig Fleet, Non-PBR Brazil at March 31 2015at March 31, 2015

• 204 Rigs Under ContractOII 64%• OII on 64%

• OII on 76% of Drillships/6th Gen Rigs

• 57 Rigs On Order • 17 Rigs Have Operator Contracts• 17 Rigs Have Operator Contracts

– OII - 13 ROV Contracts– Competitors - 2 ROV Contracts– 2 ROV Award Opportunities

• 40 Rigs Have No Operator Contracts

Source: IHS-Petrodata Data & OII Estimates, March 31, 2015

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 – 15136% 58%

Worldwide Fleet937 Vehicles*

261 Floating Rigs Contracted**

Source: *OII Estimates - December 2014; **IHS Petrodata – March 2015

Oilfield ROV Fleet

Ownership Drill Support Market Share

OII – 15158%

OII – 33636%

OII

58%36%

Subsea 7FugroDOF SubseaSaipemC-InnovationsHelixTechnipTMTOther

Worldwide Fleet937 Vehicles*

261 Floating Rigs Contracted**

Source: *OII Estimates - December 2014; **IHS Petrodata and OII Estimates – March 31, 2015

OII ROV FleetGeographic Profile – March 2015

39

g p

9933

39

32

7855

GOM Africa Norway Brazil Asia/Pac Other

336 Vehicles

OII ROVs on Vessels March 2015

Locations Customers

2418

5138

2621

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

* March YTD

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 2015*

*March 2015