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BARCLAYS CEO ENERGY-POWER CONFERENCESEPTEMBER 5, 2012NEW YORK, NYM. Kevin McEvoyPresident & CEOOceaneering International, Inc.Safe Harbor StatementStatements we make in this presentation that express abelief, expectation, or intention are forward looking.Forward-looking statements are generally accompanied bywords such as “estimate,” “project,” “predict,” “believe,”“expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal,” orother words that convey the uncertainly of future events oroutcomes. These forward-looking statements are based onour current information and expectations that involve anumber of risks, uncertainties, and assumptions. Among thefactors that could cause the actual results to differ materiallyfrom those indicated in the forward-looking statements are:industry conditions, prices of crude oil and natural gas, ourability to obtain and the timing of new projects, and changesin competitive factors. Should one or more of these risks oruncertainties materialize, or should the assumptionsunderlying 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 ExchangeCommission, including our most recent Reports on Forms10-K and 10-Q.

WHY OII?• Leveraged to Deepwater and Subsea Completions– Secular Growth• Leading Market Positions– ROVs and Specialty Subsea Products• Good Project Execution• Excellent Earnings, Liquidity and Cash Flow

Leveraged to Deepwater• Projects Take Years to Develop• Largely Oil Reservoirs– With High Production Flow Rates• Well Capitalized Customer Base• Investment Based on Long-Term Commodity Price

Long-Term Deepwater Outlook• Largest Source of Future Supply Growth• Exploration Success Bodes Well for the Future• Drilling Intensity is RisingSource: ExxonMobil, Wood Mackenzie and Deutsche Bank

Earnings Per Share Guidance2012 Estimate $2.55 55-$2 $2.65$3.00Actual Low Estimate High Estimate$2.50Earnin ngs per Sha are$2.00$1.50$1.00$0.50$0.002008 2009 2010 2011 2012EOII 2012 Guidance Range as of July 25, 2012

Combined EPS – OSX CompaniesExcluding OII$75ActualConsensus EstimateEarnin ngs per Sha are$60$45$30$15$02008 2009 2010 2011 2012EBased on First Call Actuals and Mean Estimates as of July 31, 2012

Relative EPS PerformanceTo Recent 2008 OSX Peak60%OIIOSX w/o OII40%20%0%-20%-40%-60%2008 2009 2010 2011 2012EBased on First Call Actuals and Mean Estimates as of July 31, 2012

2012 EPS GuidanceThe Big PictureSEGMENT OPERATING INCOMEROV > 2011Subsea Products > 2011Subsea Projects > 2011Asset Integrity > 2011Advanced Tech > 2011

Field Support Vessel Services ContractBP Angola – Blocks 18 and 31• Project Management & Engineering– Three Years from February 1, 2012• Two Chartered Vessels– Ocean Intervention III– Bourbon Oceanteam 101• BP Options– Two, 1-Year Periods– Third Vessel

AGR Field OperationsAcquisition• Closed December 2011• Expanded Asset IntegrityManagement Business– Particularly in Norway• Added Subsea Inspection Tooling• Established Subsea Engineering& Field Operations Presencein Australia

Excellent Cash Flow & Liquidity• At Least $565 MM of EBITDA Expected in 2012– $489 MM in 2011• Ample Resources to Invest in GrowthAt June 30, 2012:– $86 MM Cash– $125 MM Debt– $1.6 B EquityEBITDA Reconciliation to Net Income is in Supplemental Financial Information Slides

Plans For Cash• Investments– Organic Growth– Acquisitions• Regular Quarterly Dividend• Share Repurchases

Acquisition Targets• Within Our Market Niches– Expand Subsea Products• International Focus• Reasonably Priced

Remotely Operated VehiclesRevenue by Business Segment32%YTD June 2012

Floating Rig Demand300268ContractedFloating Rigs250200150100*Source: IHS-Petrodata at June 30, 2012

OII ROV Fleet Size300OII Fleet Size280Vehicle Cou unt at Perio od End2001001250*June 30, 2012

High-Spec, Non-PBR Brazil Rig FleetJune 30, 2012 Status• 94 Existing Rigs– OII ROV Contracts on 73%• 57 Rigs On Order– Visibility of >60% Rig Fleet Growth– OII Expects to Continue as Dominant ROV Provider• OII ROV Contracts on 10 of 11 Awards• 46 Remaining ROV Contract OpportunitiesSource: IHS-Petrodata Data & OII Estimates

Outlook for ROV Demand on Vessels3.5 3:1ating RigGlobal RO OVs per Flo3.02.52.01.51.00.52:1If the recent trend ratio of≈ 3 ROVs per rig persists,future ROV demand tosupport vessel-basedactivities may grow bymore than 180 vehicles.0.0Year EndSource: Oceaneering Estimates and IHS-Petrodata

ROV Pricing and Fleet Utilization$11,000Revenue / Day on HireFleet Utilization100%$9,00090%$7,00080%$5,00070%$3,00060%$1,000*50%* YTD June 2012

2012 ROV Overview• Increase in Days On Hire– Higher Demand– Expect to Add25 to 30 New Systems• Slightly Higher Margin– Additional Days on Hire– Change in Geographic Mix

Operating Income – ROV2012 Estimate > 2011in millions Actual Estimate$250$200$150$100$50$02007 2008 2009 2010 2011 2012EOII 2012 Guidance as of June 30, 2012

Worldwide Subsea CompletionsThis Decade Expected to Grow ≈45%Subsea Co ompletionsNumber of50004000300020001000CompletedEstimated4448090s 00s 10sSource: Quest Offshore Resources – June 2012

Subsea Tree OrdersForecast at Historically High Levels1,000> 75% Growth*ersTree Ord7505002500'07 '08 '09 '10 '11 '12F '13F '14F '15F '16F* 2012-2016 vs. 2007-2011Source: Quest Offshore Resources – Mean Case Forecast, August 2012

Subsea Tree Orders – Excluding BrazilForecast at Historically High Levels500≈ 60% Growth*ersTree Ord4003002001000'07 '08 '09 '10 '11 '12F '13F '14F '15F '16F* 2012-2016 vs. 2007-2011Source: Quest Offshore Resources – Mean Case Forecast, August 2012

Subsea ProductsRevenue by Business Segment29%Umbilicals &Field Development HardwareROV Tooling& Work PackagesInstallation andWorkover ControlSystemsYTD June 2012

Subsea Products• Required for Every Subsea Completion• Subsea Hardware– Umbilicals– Tooling– Field Development– IWOCS– Connectors & Valves– BOP Control Systems• Highly Engineered• Worldwide Coverage

Subsea Products BacklogAt Period Endin millions$700$600$621$500$400$300$200$100$02007 2008 2009 2010 2011 2012** June 2012

Operating Income – Products2012 Estimate > 2011in millions Actual Estimate$160$120$80$40$02007 2008 2009 2010 2011 2012EOII 2012 Guidance as of July 25, 2012

OII Summary• Diversified OFS Company• Leveraged to Deepwater and Subsea Completions• Leading Market Positions in Technical Niches• Excellent Earnings, Liquidity and Cash Flow

Supplemental Financial Information

EBITDAin millions Actual Low Estimate High Estimate$700$600$500$400$300$200$100$02007 2008 2009 2010 2011 2012**2012 - $565MM-$595MM$595MMBased on OII 2012 EPS Guidance as of July 25, 2012.See 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 financialindicator 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. Youshould not consider EBITDA in isolation from or as a substitute for net income or cash flow measures prepared inaccordance with generally accepted accounting principles or as a measure of profitability or liquidity. EBITDAcalculations by one company may not be comparable to EBITDA calculations made by another company. Thefollowing table provides a reconciliation between net income (a GAAP financial measure) and EBITDA (a non-GAAPfinancial measure) for Oceaneering’s historical and projected results on a consolidated basis for the periods indicated:Period Ended December 31, 2007 2008 2009 2010 2011 2012E 2012E(in millions of $) LOW HIGHNet Income 180.4 199.4 188.4 200.5 235.7 275 290Depreciation & Amortization 93.8 115.0 122.9 153.7 151.2 165 170Subtotal 274.22 314.44 311.33 354.2 386.9 440 460Interest Expense/Income, Net 14.1 12.6 7.1 5.4 .2Income Tax Expense 97.1 107.8 101.4 104.7 102.2 125 135EBITDA 385.4 434.8 419.8 464.3 489.3 565 595

OII Balance Sheet(in millions)Dec 31,Dec 31,Dec 31,Dec 31,Dec 31,Jun 30,2007 2008 2009 2010 2011 2012Equity $915 $968 $1,224 $1,390 $1,558 $1,625Debt 200 229 120 0 120 125Cash 27 11 162 245 106 86Debt/Cap 18% 19% 9% 0% 7% 7%

Business Segment Revenue% of Oilfield90% ROV - 36%Products - 32%Asset Integrity - 18%Projects - 14%OilfieldNon-OilfieldYTD June 2012

Business Segment Operating Income% of Oilfield96% ROV - 52%Products - 28%Asset Integrity - 10%Projects - 10%OilfieldNon-OilfieldYTD June 2012

Capital Expenditures: 2007-2011$1.4 Billion, Including ≈ $400 Million on AcquisitionsROV Subsea Products Asset Integrity Subsea Projects Other11%2%18%47%22%

Supplemental Market Information

Oilfield ROV FleetOwnership Profile - December 201135%OIIOIISubsea 7267 SonsubFugroCanyonOther758 VehiclesSource: OII Estimates

OII ROV FleetGeographic Profile – June 20123817833 70GOMAfricaNorwayBrazil5163U.K.Asia/PacCan/Mex280 Vehicles

Oilfield ROV Drill Support MarketJune 2012OIISubsea 758%FugroSonsubOther268 Floating Rigs ContractedSource: IHS-Petrodata and OII Estimates

OII ROVs on VesselsLocations10 GOM20AfricaNorway1517Other62 VehiclesJune 2012

OII ROVs on VesselsCustomers2834OperatorsContractors62 VehiclesJune 2012

Worldwide Umbilical Market OverviewForecasted at Historically High Levels1,000Umbilicals Tree Orders > 75% Growth* - Trees≈ 60% Growth* - Umbilicals3000ersTree Ord7505002502500200015001000500Umbilic cal Orders -K KM0'07 '08 '09 '10 '11 '12F '13F '14F '15F '16F* 2012-2016 vs 2007-20110Source: Quest Offshore Resources – Mean Case Forecast, August 2012

Umbilical ProductsThermoplastic Hose UmbilicalsSteel Tube Umbilicals

OIE ProductsROV Tooling& Work PackagesProductionControlValvesInstallation Workover & Control SystemsConnectors & Repair SystemsField Development Hardware