Investor Presentation March 2020 Oceaneering.com 1 - PowerPoint PPT Presentation

Investor Presentation March 2020 Oceaneering.com 1

Forward-Looking Statements In accordance with the Safe Harbor provisions of the free cash flow, adjusted EBITDA, capital expenditures, You should not place undue reliance on forward-looking Private Securities Litigation Reform Act of 1995, and unallocated expenses; and our focus on generating statements. This presentation reflects the views of Oceaneering cautions that statements in this positive free cash flow, maintaining our strong liquidity Oceaneering's management as of the date hereof. presentation that express a belief, expectation, or position, improving our returns and maintaining our Except to the extent required by applicable law, intention are forward looking. Forward-looking superior safety performance and quality. Although we Oceaneering undertakes no obligation to update or revise statements are generally accompanied by words such as believe that the expectations reflected in those forward- any forward-looking statement. “estimate,” “project,” “predict,” “believe,” “expect,” looking statements are reasonable, we can give no Non-GAAP Disclosures: “anticipate,” “plan,” “forecast,” “budget,” “goal,” or other assurance that those expectations will prove to have words that convey the uncertainty of future events or been correct. Those statements are made by using This presentation includes several “non-GAAP” financial outcomes. various underlying assumptions and are subject to measures, as defined under Regulation G of the U.S. numerous risks, contingencies and uncertainties, Securities Exchange Act of 1934, as amended. The forward-looking statements in this presentation including, among others: factors affecting the level of Oceaneering reports its financial results in accordance include, among other things, statements about: activity in the oil and gas industry; supply and demand of with U.S. generally accepted accounting principles, but strengthening our portfolio of services and products; drilling rigs; oil and natural gas demand and production believes that certain non-GAAP financial measures offshore activity and investment levels and the long-term growth; oil and natural gas prices; fluctuations in provide useful supplemental information to investors outlook for offshore, including expectations about Brent currency markets worldwide; future global economic regarding the underlying business trends and crude prices, offshore and subsea expenditures and conditions; the loss of major contracts or alliances; future performance of its ongoing operations and are useful for investments, contracted floating rig demand, subsea tree performance under our customer contracts; and the period-over-period comparisons of those operations. The awards and installations, offshore FIDs, and global crude effects of competition. Should one or more of these non-GAAP measures in this presentation include EBITDA, production; expectations regarding anticipated increase risks or uncertainties materialize, or should the Adjusted EBITDA, Adjusted Operating EBITDA and Free in 2020 activity for ROVs; stability in ROV pricing; the assumptions underlying the forward-looking statements Cash Flow. These non-GAAP financial measures should be anticipated benefits of acquisitions; our forecast market prove incorrect, actual outcomes could vary materially considered as supplemental to, and not as substitutes for share; our Subsea Products backlog, to the extent from those indicated. or superior to, the financial measures prepared in backlog may be viewed as an indicator of future revenue accordance with GAAP. The definitions of these non- or profitability; our anticipated book-to-bill ratio for For additional information regarding these and other GAAP financial measures and reconciliations to the most 2020; our future operations and our outlooks for the first factors that may affect our actual results, see our comparable GAAP measures are provided in the quarter of 2020 and full-year 2020 information, including periodic filings with the Securities and Exchange Supplemental Information section of this presentation, at each reporting segment level, and the factors Commission, including our most recent Reports on Forms beginning on page 27. underlying these outlooks, including as to 10-K and 10-Q. 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-chip customer base • Non-energy diversification • 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 Exploration Development Production Decommissioning Phase 14% 52% 32% 2% % of Oceaneering Revenue* Floating Subsea Tree Subsea Trees Field Market Driver Drilling Rigs Installations In Service Abandonments • ROV Services • ROV Services • ROV Services • ROV Services Business Segment and • Survey (SP) • Survey (SP) • Tooling (SSP) • Tooling (SSP) Product and Service • Tooling (SSP) • Tooling (SSP) • Subsea Work Systems • Subsea Work Systems Revenue Streams (SSP) (SSP) • IWOCS – Installation & • IWOCS – (SSP) Workover Control Systems • IWOCS – (SSP) (SSP) • Subsea Hardware (SSP) KEY • Subsea Hardware (SSP) • Vessel-based ROV = Remotely Operated • Umbilicals (SSP) Installation Services Vehicles (SP) • Vessel-based Installation SSP = Subsea Products • Inspection Services (AI) Services (SP) SP = Subsea Projects • Inspection Services (AI) AI = Asset Integrity • Seabed Preparation/ 6 Trenching (SP) *Estimates as of December 31, 2019.

Revenue Sources Geographic Area Services and Products Industry Segments $1.9B $2.0B $1.9B $2.0B $1.9B $2.0B 100% 21% 22% 35% 35% 45% 75% 50% 50% 79% 78% 65% 65% 55% 25% 50% 0% 2018 2019 2018 2019 2018 2019 International United States Services Products Energy Segments Non-energy Segment 7

Financial Overview, Quarterly Revenue Adjusted Operating EBITDA* $495.1M $497.6M $560.8M $60.1M $72.6M $80.5M 100% 100% 5% 9% 20% 20% 10% 2% 24% 27% 17% 75% 75% 11% 12% 5% 13% 35% Adtech 11% 15% 15% Asset Integrity 33% 18% 50% 50% 13% Subsea Projects 30% 33% Subsea Products 26% ROV 25% 25% 51% 44% 39% 23% 21% 19% 0% 0% -1% 2018 Q4 2019 Q3 2019 Q4 2018 Q4 2019 Q3 2019 Q4 *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. Additional costs for fleet preparation for anticipated increased 2020 ROV Lower activity. Increased lower margin activity in Manufactured Products offset by Subsea Products Flat decreased higher margin activity in Service and Rental. Increased activity for both Gulf of Mexico IMR and Survey services. Subsea Projects Higher Increased revenue. Asset Integrity Higher Increased revenue, despite Entertainment Systems’ cost overruns, Advanced Technologies Higher postponed awards, and customer-requested project delays. Unallocated Expenses Higher Higher accruals for incentive-based compensation. Positive adjusted EBITDA from all operating segments. EBITDA, Adjusted + $3.2M 9 *Results are Adjusted Operating Income; excluding EBITDA, Adjusted.

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