Oceaneering International : November Investor Presentation

Investor Presentation

November 2019

Oceaneering1 .com

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: 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

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 34.

2

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

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*	17%	44%	36%	3%

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, 2018.

Subsea Tree

Installations

• 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)

	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

	Geographic Area	Services and Products
100%	$1.9B	$1.9B	$1.9B	$1.9B
				35%
75%	49%	50%	39%

Industry Segments

$1.9B $1.9B

19% 22%

50%

25% 51% 50%

0%

65%

61%

81% 78%

2017	2018		2017	2018
		International		United States		Services		Products

2017 2018

Energy Segments Non‐energy Segment

7

Financial Overview, Quarterly

100%

75%

50%

25%

0%

Revenue

$519.3M	$495.8M	$497.6M
21%	20%	20%
12%	12%	12%
20%	15%	15%
27%	28%	30%
20%	25%	23%
2018 Q3	2019 Q2	2019 Q3

100%

75%

50%

25%

0%

‐25%

Adjusted Operating EBITDA*

	$73.1M	$71.2M	$72.6M
	13%	11%		5%
	5%	11%		10%
	19%
	28%		35%
	24%
	39%	50%		51%
			0%
					‐1%
	2018 Q3	2019 Q2	2019 Q3

Adtech Asset Integrity

Subsea Projects Subsea Products

ROV

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

Operating Segments Results,* Q3 2019

	Q3 2019
	compared to	Variance factors
	Q2 2019
Consolidated Results	Higher	Met expectations
ROV	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

9

*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

10

Remotely Operated Vehicles

Q3 2019

Revenue

23%

EBITDA Margin 33%

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.

11

Oceaneering ROV Average Revenue per Day on Hire

~$7,500 for Q3 2019

Revenue / Day on Hire		ROV Adjusted EBITDA Margin

	$12,500	100%
Day on Hire	$10,000	80%	Adjusted
$7,500	60%
Average Revenue per	$5,000	40%	Margin EBITDA
$2,500	20%
$0	0%

12

ROV Days on Hire and Utilization Rates

Q3 2019 - Fleet Utilization 60%; Drill Support 63%, Vessel‐based 37%

		Drill Support Days
		Vessel‐based Days	Fleet Utilization
		ROV Fleet Utilization
	30,000		Rate		30,000
	86%	100%
	25,000				25,000
			75%
on Hire	20,000		60%	on Hire	20,000
15,000	42%	50%	15,000
Days	Days
ROV	10,000			ROV	10,000
			25%
	5,000				5,000
	0		0%		0

ROV Days on Hire
Vessel‐based %		Service
Drill Support %
	Utilization Rate
		100%
72%		75%
	59%	63%
		50%
	41%	37%
28%		25%
		0%

Oceaneering ROV Drill Support Market Share

61% at September 30, 2019

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

Period End	300	100%
225	75%	of % OII
Floating Rigs at	150	50%	Rigs Floating
75	25%
Contracted
0	0%

14

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

ROV Technologies

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

Liberty

(E‐ROV)

Communications via 4G, fiber, and satellite

Mission support centers

Stavanger (Norway),

Houston (Texas), and

Morgan City (Louisiana)

	Traditional	Resident ROV
Freedom	ROV system
ROV Concept

E‐ROV concept winner

2017 World Oil

New Horizons Idea Award

15

Subsea Products

Q3 2019

Revenue

30%

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.

EBITDA Margin 17%

16

Subsea Products

Manufactured Products	Service and Rental
59% of Q3 Subsea Products Revenue	41% of Q3 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. Also 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.

17

Subsea Products Financials

2019 Book‐to‐bill ratio forecast to exceed 1.25

	Subsea Products Backlog		Subsea Products Revenue		Book‐to‐Bill Ratio, TTM

Revenue/ Backlog ($ in Millions)	$1,000	1.75
$800	1.5	TTMRatio, Bill‐to‐Book
	1.25
$600	1
$400	0.75
$200	0.5
Products	0.25
$0	0

18

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

Proven Well Access Capabilities

• 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

Riserless Intervention System

Winner 2017 World Oil

Best Well Intervention

Technology Award

19

Subsea Projects

Q3 2019

Revenue

15%

EBITDA Margin 10%

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.

20

Subsea Projects Overview

• 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

21

Asset Integrity

Q3 2019

Revenue

12%

EBITDA Margin (1)%

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.

22

Asset Integrity - What We Do and Where We Work

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.

Inspection and Condition	Integrity Management
Monitoring

Non‐Destructive Testing	Advanced Inspection	Pipeline Inspection	Permanently Installed	Rope Access
(NDT) -	Services		Monitoring Systems
CapEx / In‐Service			(PIMS)

Onshore Upstream

Onshore Midstream

Onshore Downstream

Offshore Topside

23

Advanced Technologies

Q3 2019

Revenue

20%

EBITDA Margin 4%

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.

24

Advanced Technologies Overview

Government‐related Businesses	Commercial Businesses
79% of Q3 2019 AdTech Revenues	21% of Q3 2019 AdTech Revenues

U.S. Navy Submarine	Dry Deck Shelter	Entertainment Systems	Automated Guided
Rescue System	Maintenance & Submarine	"Dark Ride" Vehicles	Vehicle (AGV) Systems
	Maintenance

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.

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.

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.

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

25

25

Operating Segments Outlook,* Q4 2019

	Q4 2019
	compared to	Variance factors
	Q3 2019
Consolidated 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 services
Asset 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

26

*Outlook is for Operating Income results

Full‐year Outlook,* 2019

	2019F compared to 2018
Consolidated Results		Higher
ROV		Higher
Subsea Products		Higher
Subsea Projects		Higher
Asset Integrity		Lower
Advanced Technologies		Flat
Unallocated 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

27

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

Full‐year Outlook,* 2020

	2020F compared to 2019F
Consolidated Results		Higher
ROV		Higher
Subsea Products		Higher
Subsea Projects		Higher
Asset Integrity		Higher
Advanced Technologies		Higher
Unallocated 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

28

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

Focus on Technology

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

		Satellite
ROV Workover Control System (RWOCS),
	Agnostic
skid‐mounted or standalone solutions		Intelligent
		Link (SAIL),
		comms
		package
		supporting
		high
		bandwidth
		via diverse
		satellites

Automated Guided Vehicles (AGV), mobile robotics and automation

Subsea Pumping Technology, subsea chemical reservoirs

Freedom ROV,

subsea smart docking station, 6‐month continuous subsea operation; modular design for interchangeable packages/sensors

Liberty ROV (E‐ROV), subsea garage w/ battery pack and tether, 4G network for real‐time remote piloting

29

Key Enablers to Offshore Energy

• 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

30

Industry Outlook

Data points suggest an offshore cycle inflection is underway

• 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 foreast 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

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

Conclusion

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.

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

32

Investor Relations Contact

Mark Peterson

Vice President, Corporate Development and Investor Relations 713.329.4507

[e-mail]

33

Supplemental Information

34

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		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				35.0
Income 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

35

* 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.

Year Ended Dec 31, 2017																						Subtotal
(USD in millions)						Subsea		Subsea			Asset							Unallocated
			ROV					Advanced before Unallocated				Total
Operating Income (Loss)(GAAP)			Products	Projects	Integrity			Tech.			Expenses			Expenses
$	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‐			1.9				0.3				‐			‐			‐			2.2				‐			2.2
income related taxes
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%					$	1,921.5
Revenue	$	393.6		$	625.5		$	292.0		$	236.8		$	373.6

36

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.

Year Ended Dec 31, 2018																					Subtotal	Unallocated
(USD in millions)			ROV		Subsea		Subsea			Asset	Advanced before Unallocated			Total
Operating Income (Loss)(GAAP)			Products	Projects	Integrity			Tech.			Expenses		Expenses
$	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:																					‐						(9.3)
Gain on sale of investment			‐			‐			‐			‐			‐				(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

37

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.

3 mths Ended Sept 30, 2019																				Subtotal
(USD in millions)					Subsea		Subsea			Asset	Advanced before Unallocated	Unallocated			Total
Operating Income (Loss)(GAAP)			ROV Products	Projects	Integrity			Tech.		Expenses		Expenses
$	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:																										3.5
Foreign Currency losses			‐		‐			‐			‐			‐		‐		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,			51%		35%				10%				‐1%			5%		100%
Segment %	$	113.1		$	150.8		$	76.0		$	59.3	$	98.4						$	497.6
Revenue

38

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.

3 mths Ended June 30, 2019																					Subtotal		Unallocated
(USD in millions)					Subsea		Subsea			Asset	Advanced before Unallocated			Total
Operating Income (Loss)(GAAP)			ROV Products	Projects	Integrity			Tech.			Expenses			Expenses
$	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:																											(0.1)
Foreign Currency (gains)			‐		‐			‐			‐			‐			‐			(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,			50%		28%			11%			0%			11%			100%
Segment %
Revenue	$	120.4		$	138.9		$	75.1		$	61.2		$	100.2								$	495.8

39

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.

3 mths Ended Sept 30, 2018																					Subtotal
(USD in millions)					Subsea		Subsea			Asset	Advanced before Unallocated			Unallocated		Total
Operating Income (Loss)(GAAP)			ROV Products	Projects	Integrity			Tech.			Expenses				Expenses
$	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:																					‐							(9.3)
Gain on sale of investment			‐		‐			‐			‐			‐						(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,			39%		24%			19%				5%			13%			100%
Segment %	$	105.1		$	137.1		$	105.0		$	62.3		$	109.8									$	519.3
Revenue

40

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.

Period Ended		2015		2016			2017			2018			2019*
(USD in millions)
Net Income (Loss)	$	231.0	$	24.6		$	166.4		$	(212.3)		$	(85.5)
Depreciation & Amortization		241.2		250.2		213.5			293.6			153.3
Other Changes in Cash Provided by					64.6			(243.4)			(44.7)			44.3
Operating Activities		91.7
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)

41

*Nine months ended September 30, 2019

Oceaneering ROV Fleet - 276 ROVs

Geographic profile - September 30, 2019

ROV Count		Vessel Based, 101 ROVs

	100
	90			84
	80	73
	70
ROVs	60
50		45
40					33
	30				22		19
	20
	10
	0	GOM	Africa	North Sea	Brazil	Asia/Pac	Other

42

Oceaneering ROV Leading Market Position

ROV Ownership	Contracted Floating Rig Market Share
at Dec 31, 2018	at September 30, 2019

275

25%

97 Contracted Rigs

61%

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

43

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

Offshore Activity Forecast to Increase

following 2018 inflection in select oilfield company backlogs

Technip FMC		TechnipFMC		AKER		OneSubsea		Dril‐Quip		OII Backlog

	$750					$30	in$ Backlog, Equipment Subsea
ProductsBacklog, $ in millions	$500					$20
$250					$10
Subsea							billions
OII	$0					$0
	2015	2016	2017	2018
	2014	2019 Q3
							44	44

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

Subsea Spending Forecast to Begin Increasing in 2019

Spending ($ in millions)

$50,000

$40,000

$30,000

$20,000

Equipment		Services		SURF

15,399

12,194 13,335

Offshore

$10,000

5,926 5,914

6,433

$0

7,154 7,787 8,949

2014

2015

2016

2017

2018

2019F

2020F

2021F

45

Source: Rystad Energy, Oct 2019

Offshore Activity Forecast to Increase

following 2018 inflection in floating rig demand

	400		Contracted Floaters	Tree Installations, Forecast
End	350	350						354
300					320
at Period						297
250
200
Count	150	275
	100					146	158	169
	50
	0	2014	2015	2016	2017	2018	2019F	2020F	2021F

Sources: Forecasted SS Tree Installations, Rystad Energy. Forecasted Floating Rigs, IHS/OII Investor Relations,	46
assuming repeating 2018 quarterly percentages of IHS‐forecasted Marketed Supply.

Breakevens Reduced since 2014

Meaningful reductions in ultra‐deep and deepwater categories

Global Liquids Supply Cost Curve - June 2014

Global Liquids Supply Cost Curve - July 2017

$57

$34

Ultra Deepwater average breakeven price has decreased by $23/barrel since 2014

47

Source: Rystad Energy

Offshore Activity is Incentivized by Lower Breakevens and Stable Crude Prices

Major FIDs more than doubled from 2014 to 2017

Breakeven Price/barrel

$125

$100

$75

$50

$25

$0

Brent Crude $/barrel and Offshore Breakeven $/barrel

																$125	Brent
	$115													$100
																Crude
																$75
																Price/barrel
	$55
			$67
						$44									$50
																$25
														Breakeven, Shelf
4	5		1	←Sanctioned major projects → 13	8	4					Breakeven, Deepwater
					Breakeven, Ultradeep
										$0
	2014			2017						High close $/bbl
														Low close $/bbl

48

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

Global Offshore Infrastructure is Aging

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

	7,500					50	.Avg
stream	6,000					40	since Years
Count of Installed Wells, on	4,500				3,132	3,246	Wells stream on of up‐start
				30
3,000			1,543		20
1,500		255			10
0	4	1,096	2,231	3,240	3,329
303				0
		pre 1990	1990s	2000s	2010‐2018	2019F +

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

49

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