Oceaneering International : March Investor Presentation

Investor Presentation

March 2020

Forward-Looking Statements

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: strengthening our portfolio of services and products; offshore activity and investment levels and the long-term outlook for offshore, including expectations about Brent crude prices, offshore and subsea expenditures and investments, contracted floating rig demand, subsea tree awards and installations, offshore FIDs, and global crude production; expectations regarding anticipated increase in 2020 activity for ROVs; stability in ROV pricing; the anticipated benefits of acquisitions; our forecast market share; our Subsea Products backlog, to the extent backlog may be viewed as an indicator of future revenue or profitability; our anticipated book-to-bill ratio for 2020; our future operations and our outlooks for the first quarter of 2020 and full-year 2020 information, including at each reporting segment level, and the factors underlying these outlooks, including as to

free 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.

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 27.

2

Reasons to Own Oceaneering

• Increasing offshore activity levels
• Provider of integrated technology solutions
• Strong portfolio of diversified services and products, and market positions
• Geographically dispersed asset base and revenue streams
• Blue-chipcustomer base
• Non-energydiversification
• Increasing focus on eco-friendly enabling opportunities

3

Another Reason to Own Oceaneering - Sustainability

Managing our business in a way that promotes:

• Safety and Health
• Environmental Sustainability
• Community Relations
• Workforce Diversity, and
• Ethics and Compliance

4

Five Operating Segments

Energy:

Remotely Operated Vehicles (ROV)

Subsea Products

Subsea Projects

Asset Integrity

Non-Energy:

Advanced Technologies

5

Active in All Phases of the Offshore Oilfield Life Cycle

Phase	Exploration	Development	Production	Decommissioning
% of Oceaneering Revenue*	14%	52%	32%	2%

Market Driver		Floating
		Drilling Rigs
Business Segment and	•	ROV Services
•	Survey (SP)
Product and Service
•	Tooling (SSP)
Revenue Streams

KEY

ROV = Remotely Operated

Vehicles

SSP = Subsea Products

SP = Subsea Projects

AI = Asset Integrity

*Estimates as of December 31, 2019.

Subsea Tree

Installations

• ROV Services
• Survey (SP)
• Tooling (SSP)
• IWOCS - Installation & Workover Control Systems (SSP)
• Subsea Hardware (SSP)
• Umbilicals (SSP)
• Vessel-basedInstallation Services (SP)
• Inspection Services (AI)
• Seabed Preparation/ Trenching (SP)

	Subsea Trees		Field
	In Service		Abandonments
•	ROV Services	•	ROV Services
•	Tooling (SSP)	•	Tooling (SSP)
•	Subsea Work Systems	•	Subsea Work Systems
•	(SSP)		(SSP)
IWOCS - (SSP)	•	IWOCS - (SSP)
•	Subsea Hardware (SSP)
•	Vessel-based
	Installation Services
•	(SP)
Inspection Services (AI)

6

Revenue Sources

100%

75%

50%

25%

0%

Geographic Area	Services and Products	Industry Segments
$1.9B	$2.0B	$1.9B	$2.0B	$1.9B	$2.0B
		35%	35%	22%	21%
	45%
50%

65%

65%

78%

79%

50% 55%

2018	2019	2018	2019	2018	2019
International			United States		Services		Products		Energy Segments		Non-energy Segment

7

Financial Overview, Quarterly

100%

75%

50%

25%

0%

Revenue

	$495.1M	$497.6M	$560.8M
	24%	20%	20%
	13%	12%	11%
	18%	15%	15%
	26%	30%	33%
	19%	23%	21%
	2018 Q4	2019 Q3	2019 Q4

100%

75%

50%

25%

0%

Adjusted Operating EBITDA*

	$60.1M	$72.6M	$80.5M
				5%		9%
	27%	10%		2%
				17%
		5%		35%						Adtech
	11%
				33%			Asset Integrity
	13%
									Subsea Projects
												Subsea Products
	44%	51%	39%			ROV
					-1%
	2018 Q4		Q3	2019 Q4
	2019

*Percentages exclude Unallocated Expenses and the effects of certain specified items.	8
For reconciliation of Adjusted Operating EBITDA to Operating Income, see the Supplemental Information.

Comparing Results* 2019, Q4 vs Q3

	Q4 2019
	compared to	Primary Variance Factors
	Q3 2019
Consolidated Results	+$2.8M	Higher energy segment activity.
ROV	Lower	Additional costs for fleet preparation for anticipated increased 2020
		activity.
Subsea Products	Flat	Increased lower margin activity in Manufactured Products offset by
		decreased higher margin activity in Service and Rental.
Subsea Projects	Higher	Increased activity for both Gulf of Mexico IMR and Survey services.
Asset Integrity	Higher	Increased revenue.
Advanced Technologies	Higher	Increased revenue, despite Entertainment Systems' cost overruns,
		postponed awards, and customer-requested project delays.
Unallocated Expenses	Higher	Higher accruals for incentive-based compensation.
EBITDA, Adjusted	+ $3.2M	Positive adjusted EBITDA from all operating segments.

9

*Results are Adjusted Operating Income; excluding EBITDA, Adjusted.

Comparing Results* 2019 vs 2018

	2019
	compared to	Primary Variance Factors
	2018
Consolidated Results	Higher
ROV	Higher	Increased ROV days on hire (doh) by 12%, and revenue per doh by 2%
Subsea Products	Higher	Increased Manufacturing revenues; better performance in Service and
		Rental.
Subsea Projects	Higher	Improved performance on flat revenue.
Asset Integrity	Lower	Competitive pricing for Inspection services.
Advanced Technologies	Lower	Execution issues and customer-driven project delays/cancellations in
		Entertainment Systems business.
Unallocated Expenses	Higher	Higher accruals for incentive-based compensation.
EBITDA, Adjusted	↑15%	$165M. Positive adjusted EBITDA from all operating segments.
Capital Expenditures	↑35%	$148M. Increased from initial guidance on higher ROV spend.
Free Cash Flow	+$82.8M	$9.9M. Operating performance; working capital changes in Q4.

*Results are Adjusted Operating Income; excluding EBITDA, Adjusted; Capital Expenditures; and Free Cash Flow.	10
For reconciliation of the non-GAAP measures, see the Supplemental Information.

Liquidity and Cash Flow

• Liquidity at Dec 31, 2019
• • $374 million of cash and cash equivalents
  • $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 year ended Dec 31, 2019
• • Cash flow from operations, $158 million
  • Capital expenditures, $148 million

11

Q4 2019

Revenue

21%

Adjusted

EBITDA Margin 27%

Remotely Operated Vehicles

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.

12

ROV 2019 Q4*

~$7,800/day on hire; 64% Drill Support / 36% Vessel-based

		Drill Support Days					Revenue / Day on Hire	Adjusted
		Vessel-based Days	Fleet Utilization
		ROV Fleet Utilization	Rate			$12,000	ROV Adjusted EBITDA Margin	EBITDA Margin
	30,000	100%		100%
	25,000				Hire	$10,000
			80%	on		80%
Hireon
20,000		58%		Dayper	$8,000		27%
			60%			60%
ROVDays				RevenueAverage
15,000				$6,000
	10,000			40%		$4,000		40%
	5,000			20%		$2,000		20%
	0			0%		$0		0%
								13

*Q4 utilization is based on 275 ROVs. ROV fleet was reduced to 250 ROVs at the end of Q4.

Q4 2019

Revenue

33%

Adjusted

EBITDA Margin 15%

Subsea Products

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.

Manufactured Products	Service and Rental
72% of Q4 Subsea Products Revenue		28% of Q4 Subsea Products Revenue

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

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.

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.

14

Subsea Products Backlog

2020 Book-to-bill ratio forecast at between 0.8 and 0.9

	$1,000	Subsea Products Backlog	Subsea Products Revenue	Book-to-Bill Ratio, TTM	2.00
Products Revenue / Backlog ($ in Millions)
$750				1.50	TTM Ratio, bill-to-Book
$500				1.00
$250				0.50
$0				0.00

15

Q4 2019

Revenue

15%

Adjusted

EBITDA Margin 16%

Vessels

Subsea Projects

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.

• Owner-operated,Jones Act compliant
• • Multi-servicevessels (3) - Deepwater installations, IMR, ROV and construction support.
  • Diving support vessel (1) - Shelf installations, IMR, inspection, UWILD, and pipeline, salvage, survey and diving work.
  • Other support vessels (2) - Shelf survey, inspections, and scientific missions.
• Short-termcharters, as necessary

Services

• Survey and Autonomous Underwater Vehicle (AUV) services
• Offshore engineering, seabed preparation, route clearance and trenching services
• Global Data Solutions

16

Q4 2019

Revenue

11%

Adjusted

EBITDA Margin 2%

Asset Integrity

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

Inspection and Condition Monitoring	Integrity Management

Non-Destructive Testing	Advanced Inspection	Pipeline Inspection	Permanently Installed	Rope Access
(NDT)	Services		Monitoring Systems (PIMS)

Onshore Upstream

Onshore Midstream

Onshore Downstream

Offshore Topside

17

Q4 2019

Revenue

20%

Adjusted

EBITDA Margin 7%

Advanced Technologies

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.

Government-related Businesses		Commercial Businesses
78% of Q4 2019 AdTech Revenues		22% of Q4 2019 AdTech Revenues

18

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.

Dry Deck Shelter 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.

Entertainment Systems	Automated Guided
"Dark Ride" Vehicles	Vehicle (AGV) Systems
We developed and patented	We develop, implement
an evolutionary motion-	and maintain innovative,
based system capable of	turnkey logistic solutions
delivering high-energy thrills	based on AGV
in fully immersive 3D media-	technology.
based attractions at a
fraction of the cost of other
ride vehicles.

18

Focus on Technology

Light Well Intervention (LWI)	ROV Workover Control		Freedom™ ROV		Liberty ROV (E-ROV)
		System (RWOCS)		Subsea Smart Docking Station, 6-Month		Subsea Garage w/ Battery Pack and
		Skid-Mounted or Standalone Solutions		Continuous Subsea Operation; Modular Design for		Tether, 4G Network for Real-time
			Interchangeable Packages and Sensors		Remote Piloting

Subsea Pumping Technology (SPT)
	Automated Guided Vehicles (AGV)
Subsea chemical reservoirs		Mobile Robotics and Automation

Blue Ocean Riserless		Interchangeable Riserless
Intervention System (BORIS)		Intervention System (IRIS),

19

Outlook* Q1F 2020

	Q1F 2020
	compared to	Anticipated Primary Variance Factors
	Q4 2019
Consolidated Results	Lower
ROV	Higher	Improved results on marginally lower revenue.
		EBITDA margin in 30% range.
Subsea Products	Lower	Higher revenue.
		Timing of lower margin projects in Manufactured products.
Subsea Projects	Lower	Materially lower seasonal and IMR activity.
Asset Integrity	Flat	Marginally lower revenue.
Advanced Technologies	Flat	Marginally lower revenue.
Unallocated Expenses	~$35M	Full quarterly accrual for projected incentive-based compensation
		expense.
EBITDA, Adjusted	$36M- $42M

*Outlook is for Operating Income results, excluding EBITDA, Adjusted.	20
For reconciliation of the range of forecast Adjusted EBITDA, see the Supplemental Information.

Outlook* 2020

	2020F
	compared to	Anticipated Primary Variance Factors
	2019
Consolidated Results	Higher
ROV	Higher	Increased days on hire; minor geographic mix shift; stable pricing.
		EBITDA margin average @30%.
Subsea Products	Higher	Increased throughput and better absorption of fixed costs in
		Manufactured products unit; increased activity and contribution from
		Service and Rental unit.
		Mid-single digit Operating Income margin.
Subsea Projects	Higher	Slight improvement on lower depreciation expense .
		Lower EBITDA.
		Largest amount of speculative work of all segments.
Asset Integrity	Higher	Benefits from cost control measures realized beginning in Q2.
Advanced Technologies	Higher	Increase in revenue.
		Operating Income margin in high-single digit range.
Unallocated Expenses	~$140M	Full accrual for projected incentive-based compensation expense.
EBITDA, Adjusted	$180M - $220M

*Outlook is for Operating Income results, excluding EBITDA, Adjusted.	21
For reconciliation of the range of forecast Adjusted EBITDA, see the Supplemental Information.

Outlook* 2020

• Cash Flow
• • Capital Expenditures, $75 million - $105 million
  • • ~$40 million to $50 million, Maintenance;
    • ~$35 million to $55 million, Growth, including ~$5 million of 2019 carryover
  • Focus on opportunities for near-term revenue, cash flow, and return
  • Significant Increase in Free Cash Flow

• Liquidity at Dec 31, 2019

• $374 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

22

Industry Outlook*

Data points suggest an offshore cycle inflection is underway

• Offshore investment projected to increase modestly again in 2020
• Subsea spending projected to increase by >5% in 2020, year over year (1)
• Contracted floating rig demand expected to increase in 2020 to >160
• Tree awards forecast to be >300 per year for the next several years
• Offshore FIDs expected to remain in the $100 billion range for the next several years (1)
• Offshore barrels forecast to continue at approximately 30% of global production
• Impacts of public health threat from coronavirus is to be determined

* Assumes average Brent pricing remains above $55 per barrel for 2020	23
(1) Source: Rystad Energy, December 2019

Conclusion

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

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 focus on safety performance, quality and sustainability

24

Investor Relations Contact

Mark Peterson

Vice President, Corporate Development and Investor Relations 713.329.4507

[e-mail]

25

Supplemental Information

26

Net Income (Loss) Reconciliation to EBITDA

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 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:

Period Ended		2019 Q4		2019			2020 Q1F		2020 Q1F				2020F		2020F
(USD in millions)											Low			High				Low		High
Net Income (Loss)	$	(262.9)		$	(348.4)			Income (Loss) before income taxes	$	(19.0)		$	(13.0)		$	(40.0)		$	-
Depreciation & Amortization		110.1		263.4	Depreciation & Amortization			45.0			45.0				180.0		180.0
Subtotal	$	(152.8)		$	(85.0)			Subtotal		$	26.0			$	32.0			$	140.0		$	180.0
Interest Expense/Income, Net		10.0		34.8	Interest Expense/Income, Net			10.0			10.0					40.0		40.0
Amortization incl'd in Interest					(1.3)
Expense
Income Tax Expense			(4.4)			17.6
EBITDA		(147.2)			(33.9)			EBITDA	$	36.0		$	42.0		$	180.0		$	220.0
Adjusted EBITDA**	$	48.7		$	164.8

27

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

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

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.

For the 3-mth Period Ended

December 31, 2019

Operating Income (Loss) as reported in accordance with GAAP Adjustments for the effects of:

Depreciation and amortization Other pre-tax

EBITDA

Adjustments for the effects of: Long-lived assets impairments Inventory write-downs Restructuring expenses and other Foreign currency (gains) losses

Total of adjustments Adjusted EBITDA

Revenue

Adjusted EBITDA Margin

	Remotely			Subsea			Subsea			Asset			Advanced			Unallocated
	Operated											Expenses and			Total
	Vehicles			Products			Projects			Integrity			Tech.			other
									($ in thousands)
$	(18,660)	$	(10,325)	$	(148,075)	$	(48,919)	$	5,270	$	(33,461)	$	(254,170)
	32,043			30,992			14,541			30,529			766			1,199			110,070
	-			-			-			-			-			(3,081)			(3,081)
	13,383			20,667			(133,534)			(18,390)			6,036			(35,343)			(147,181)
	-			-			142,615			16,738			-			-			159,353
	15,343			3,567			1,586			-			789			-			21,285
	2,297			2,650			2,851			3,082			815			56			11,751
	-			-			-			-			-			3,477			3,477
	17,640			6,217			147,052			19,820			1,604			3,533			195,866
$	31,023		$	26,884		$	13,518		$	1,430		$	7,640		$	(31,810)		$	48,685
$	116,020	$	183,659	$	86,728	$	61,835	$	112,568				$	560,810
	27 %			15 %			16 %			2 %			7 %						9 %

28

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

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.

For the 3-mth Period Ended

December 31, 2018

Operating Income (Loss) as reported in accordance with GAAP Adjustments for the effects of:

Depreciation and amortization Other pre-tax

EBITDA

Adjustments for the effects of: Foreign currency (gains) losses

Total of adjustments Adjusted EBITDA

Revenue

Adjusted EBITDA Margin

	Remotely			Subsea			Subsea			Asset			Advanced			Unallocated
	Operated											Expenses and			Total
	Vehicles			Products			Projects			Integrity			Tech.			other
									($ in thousands)
$	(1,275)	$	(3,803)	$	(79,379)	$	1,349	$	15,406	$	(29,442)	$	(97,144)
	27,972			11,797			85,651			1,585			786			1,125			128,916
	-			-			-			-			-			(3,242)			(3,242)
	26,697			7,994			6,272			2,934			16,192			(31,559)			28,530
	-			-			-			-			-			2,559			2,559
	-			-			-			-			-			2,559			2,559
$	26,697		$	7,994		$	6,272		$	2,934		$	16,192		$	(29,000)		$	31,089
$	96,736	$	129,509	$	89,295	$	62,830	$	116,725				$	495,095
	28 %			6 %			7 %			5 %			14 %						6 %

29

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

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.

For the 3-mth Period Ended

September 30, 2019

Operating Income (Loss) as reported in accordance with GAAP Adjustments for the effects of:

Depreciation and amortization Other pre-tax

EBITDA

Adjustments for the effects of: Foreign currency (gains) losses

Total of adjustments Adjusted EBITDA

Revenue

Adjusted EBITDA Margin

	Remotely			Subsea			Subsea				Asset			Advanced			Unallocated
	Operated												Expenses and			Total
	Vehicles			Products			Projects			Integrity			Tech.			other
										($	in thousands)
$	10,145	$	13,219	$	(616)		$	(2,453)	$	2,958	$	(28,447)	$	(5,194)
	26,767			12,055			8,130				1,634			761			1,220			50,567
	-			-			-				-			-			(3,441)			(3,441)
	36,912			25,274			7,514				(819)			3,719			(30,668)			41,932
	-			-			-				-			-			3,516			3,516
	-			-			-				-			-			3,516			3,516
$	36,912		$	25,274		$	7,514			$	(819)		$	3,719		$	(27,152)		$	45,448
$	113,101	$	150,836	$	75,996		$	59,274	$	98,440				$	497,647
	33 %			17 %			10	%			(1 )%			4 %						9	%

30

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

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.

For the Year Ended

December 31, 2019

Operating Income (Loss) as reported in accordance with GAAP Adjustments for the effects of:

Depreciation and amortization Other pre-tax

EBITDA

Adjustments for the effects of: Long-lived assets impairments Inventory write-downs Restructuring expenses and other Foreign currency (gains) losses

Total of adjustments Adjusted EBITDA

Revenue

Adjusted EBITDA Margin

		Remotely			Subsea			Subsea			Asset			Advanced			Unallocated
		Operated											Expenses and			Total
		Vehicles			Products			Projects			Integrity			Tech.			other
										($ in thousands)
$	1,591	$	9,831	$	(145,712)	$	(53,387)	$	25,068	$	(128,104)	$	(290,713)
		113,671			68,404			38,103			35,367			3,122			4,760			263,427
		-			-			-			-			-			(6,635)			(6,635)
		115,262			78,235			(107,609)			(18,020)			28,190			(129,979)			(33,921)
		-			-			142,615			16,738			-			-			159,353
		15,343			3,567			1,586			-			789			-			21,285
		2,297			2,650			2,851			3,082			815			56			11,751
		-			-			-			-			-			6,320			6,320
		17,640			6,217			147,052			19,820			1,604			6,376			198,709
	$	132,902		$	84,452		$	39,443		$	1,800		$	29,794		$	(123,603)		$	164,788
$	449,830	$	602,249	$	327,556	$	242,954	$	425,535				$	2,048,124
		30 %			14 %			12 %			1 %			7 %						8 %

31

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

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.

For the Year Ended

December 31, 2018

Operating Income (Loss) as reported in accordance with GAAP Adjustments for the effects of:

Depreciation and amortization Other pre-tax

EBITDA

Adjustments for the effects of: Gain on sale of investment Foreign currency (gains) losses

Total of adjustments Adjusted EBITDA

Revenue

Adjusted EBITDA Margin

		Remotely			Subsea			Subsea			Asset			Advanced			Unallocated
		Operated											Expenses and			Total
		Vehicles			Products			Projects			Integrity			Tech.			other
										($ in thousands)
$	1,641	$	5,614	$	(86,008)	$	8,660	$	33,920	$	(109,309)	$	(145,482)
		111,311			53,085			114,481			6,904			3,081			4,728			293,590
		-			-			-			-			-			(14,343)			(14,343)
		112,952			58,699			28,473			15,564			37,001			(118,924)			133,765
		-			-			-			-			-			(9,293)			(9,293)
		-			-			-			-			-			18,037			18,037
		-			-			-			-			-			8,744			8,744
	$	112,952		$	58,699		$	28,473		$	15,564		$	37,001		$	(110,180)		$	142,509
$	394,801	$	515,000	$	329,163	$	253,886	$	416,632				$	1,909,482
		29 %			11 %			9 %			6 %			9 %						7 %

32

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.

			For the Year Ended
			Dec 31,			Dec 31,
			2019			2018
			(in thousands)
Net Income (loss)	$	(348,444)	$	(212,327)
Non-cash adjustments:
Depreciation and amortization, including goodwill impairment			263,427			293,590
Long-lived assets impairments			159,353			-
Other non-cash			16,436			15,317
Other increases (decreases) in cash from operating activities			66,797			(60,013)
Cash flow provided by operating activities			157,569			36,567
Purchases of property and equipment			(147,684)			(109,467)
Free Cash Flow	$	9,885	$	(72,900)

33

ROV Fleet - 250 ROVs

Geographic profile - December 31, 2019

	100			ROV Count	Vessel Based, 95 ROVs
Count	80			75
60	57	48
ROV
40
				23	32
	20					15
	0	18	25	26	15	6	5
	GOM	Africa	North Sea	Brazil
		Asia/Pac	Other

34

ROV Days on Hire and Service Utilization Rates

Q4 2019, 250 ROVs
ROV Days on Hire				Service Utilization
ROV Days on Hire	Vessel-based %	Drill Support %		Rate
30,000		100%
25,000					75%
20,000				64%
15,000					50%
10,000				36%	25%
5,000
0					0%

*Q4 utilization is based on 275 ROVs. ROV fleet was reduced to 250 ROVs at the end of Q4.

Oceaneering ROV Drill Support Market Share

63% at December 31, 2019
End		Contracted Floaters, Working
300	Contracted Floaters, Not Working	100%
	OII % of Contracted Floaters
Periodat	225	63% 75%	of%OII	63%	Fugro
						OII
						Subsea 7
FloatingRigs				RigsFloating		Other
150		50%
Contracted
75		25%
	0		0%

36

Source: Rig data, IHS Petrodata at December 31, 2019

Offshore Activity Forecast to Increase

following 2018 inflection in select oilfield company backlogs

Technip FMC

TechnipFMC

AKER

OneSubsea

Dril-Quip

Oil States

OII Backlog

$750					$30
$500					$20
$250					$10
OII SubseaProductsBacklog,millionsin$					EquipmentbillionsBacklog,Subseain$
$0	2015	2016	2017	2018	$0
2014	2019

37	37
Source: Company filings. Note: Aker NOK/USD and Technip EUR/USD conversions are US Treasury conversion rates at period end.

Offshore Activity Forecast to Increase

Floating rig demand and Tree installations

	400	Contracted Floaters	Tree Installations, Forecast
End	350				359	381
300
at Period	250			300
200
Count	150
	100			156	168	183
	50
	0
	2016	2017	2018	2019	2020F	2021F

38

Sources: Forecasted SS Tree Installations, Rystad Energy. Forecasted Floating Rigs, RBCCM.

Offshore Spending Forecast to Continue Increasing

	$300	Offshore Deep	Offshore Shelf			$50	Equipment	Services	SURF
in billions)							inbillions)	$40
$200
($						($	$30
Global Investments							Offshore Spending
		$69	$72	$72	$75	$20			$12.0	$13.2	$15.0
$100					$10.9
				$92	$94	$10		$5.3	$5.9	$6.1	$6.1
		$80	$85
						$6.3	$6.9	$7.6	$8.0
	$0							$0
	2016	2017	2018	2019F	2020F	2021F		2016	2017	2018	2019F	2020F	2021F
													39

Source: Rystad Energy, January 2020

Offshore Greenfield FIDs

Deepwater FID projects forecast to increase from 44 to 53 projects in 2020

Development Costs, $ in Billions

$200

$150

$100

$50

$0

	Development Cost, Deepwater		Development Cost, Shelf

$67

				$62
			$44
	$10	$20			$95
			$64
$12	$52	$42	$52
$13
2016	2017	2018	2019	2020F	2021F

40

Source: Rystad Energy, February 2020

Global Offshore Infrastructure is Aging

~4,400 offshore streaming wells were installed prior to 2015; averaging >12 years since startup

Offshore Streaming Wells

7,000

Age 30-39

Age 20-29

Age 15-19

Age 10-14

Age 5-9

Age 0-4

6,000

5,000

4,000

3,000

2,000

1,000

0

2018

2019

2020F

2021F

41

Source: Rystad, February 2020