#1OCEANEERING NYSE: OII Investor Presentation 2023 Third Quarter OCEANEERING ISURUS OCEANEERING OCEANEERING#2Forward-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," "could," "should," "would," "intend," "opportunity," "target," "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 Oceaneering's: full- year 2023 guidance ranges for net income, consolidated adjusted EBITDA, free cash flow generation, and capital expenditures; fourth quarter 2023 sequential directional guidance for consolidated adjusted EBITDA and revenue, operating segment revenues, operating results and operating profitability, and guidance for Unallocated Expenses; expected full-year 2023 guidance ranges for adjusted EBITDA, organic capital expenditures, cash income tax payments, and free cash flow; full-year 2024 sequential activity and operating performance across each operating segment, led by SSR and OPG; full-year 2024 EBITDA range anticipated to drive cash flow from operations; anticipated sequential direction of 2024 organic capital expenditures; expected free cash flow guidance; anticipated plans to provide more specific guidance on its expectations for 2024 during the year-end reporting process; completion of 2024 senior notes transaction; funding future growth and shareholder return aspirations; and characterization of market fundamentals, conditions and dynamics, robotics platforms, offshore energy activity levels, pricing levels, day rates, average ROV revenue per day on hire, growth, bidding activity, outlook, performance, opportunities, results, and financials as increasing, favorable, positive, encouraging, improving, seasonal, strong, supportive, robust, meaningful, healthy, or significant (which is used herein to indicate a change of 20% or greater). 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: actors affecting the level of activity in the oil and gas industry, including worldwide demand for and prices of oil and natural gas, oil and natural gas production growth and the supply and demand of offshore drilling rigs; actions by members of OPEC and other oil exporting countries; decisions about offshore developments to be made by oil and gas exploration, development and production companies; the use of subsea completions and our ability to capture associated market share; general economic and business conditions and industry trends; the strength of the industry segments in which we are involved; the continuing effects of the COVID- 19 pandemic and variants thereof, and the governmental, customer, supplier, and other responses thereto; cancellations of contracts, change orders and other contractual modifications, force majeure declarations and the exercise of contractual suspension rights and the resulting adjustments to our backlog; collections from our customers; our future financial performance, including as a result of the availability, terms and deployment of capital; the consequences of significant changes in currency exchange rates; the volatility and uncertainties of credit markets; changes in tax laws, regulations and interpretation by taxing authorities; changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment; the continued availability of qualified personnel; our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; operating risks normally incident to offshore exploration, development and production operations; hurricanes and other adverse weather and sea conditions; cost and time associated with drydocking of our vessels; the highly competitive nature of our businesses; adverse outcomes from legal or regulatory proceedings; the risks associated with integrating businesses we acquire; rapid technological changes; and social, political, military and economic situations in foreign countries where we do business and the possibilities of civil disturbances, war, other armed conflicts or terrorist attacks. 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. Ⓡ OCEANEERING 2#3Non-GAAP Information 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 section of this presentation titled Supplemental Information. Market and Industry Data This presentation includes market and industry data and certain other statistical information based on third-party sources, including independent industry publications, government publications and other published independent sources, such as content and estimates provided by the U.S. Energy Information Institute and industry content and figures provided by IHS Petrodata, Rystad Energy, Statzon, and Marketsandmarkets. Although we believe these third-party sources are reliable as of the dates of their respective use, we have not independently verified the accuracy or completeness of this information. Some data is also based on our own good faith estimates, which are supported by our management's knowledge of and experience in the markets and business in which we operate. OCEANEERING Ⓡ 3#4Oceaneering - Born at Sea Oceaneering is a market leader in engineered services and products, with nearly 60 years of experience working in underwater and harsh environments. Oceaneering is motivated to develop technology and hardware for a variety of applications designed to meet high standards for safety and reliability in challenging environments. Our core competencies support transformation beyond the offshore energy industry to the robotic, aerospace, healthcare, manufacturing, science and research, logistics, defense and themed entertainment markets. FREEDOM OCEANEEKING OCEAINEN 22 OCEANEERING 4#5Our Robotics Expertise Serves Multiple Markets Business Segments / Applications Subsea Robotics and Offshore Projects Group . . Manufactured Products • Remotely Operated Vehicles (ROVS) Autonomous Underwater Vehicles (AUVS) Autonomous Mobile Robotics (AMR) (industrial service robots, group transport) Themed Entertainment Systems (dark rides, wave systems) Integrity Management • Robotic Asset Inspection and Digital Solutions Aerospace and Defense Technologies • Unique Maritime and Specialized Harsh Environment Systems • Space-based Robotics and Automation Markets / Potential Markets • Offshore O&G, Renewables and Carbon Capture • Offshore O&G, Renewables and • Automotive, Healthcare, Other Deep-Sea Mining Manufacturing and Intralogistics Applications, Airports and Campuses Theme Parks, Surf Parks • O&G, Renewables, Refining, Petrochemical and Utilities Facilities • • U.S. Government, U.S. Navy • NASA, Defense Space and Commercial Space OCEANEERING Ⓡ 5#6Sustainability at Oceaneering MIIL Environmental We are advancing capabilities as a technology delivery company and developing technologies designed to address a myriad of challenges, including mitigating greenhouse gas emissions for customers and our own operations. Social We are leveraging Employee Resource Groups, including our Women's Network and Veterans' Network, to foster a diverse and inclusive workplace and make positive contributions to our local communities. OWN OVN Governance Oceaneering Women's Network OCEANEERING VETERANS NETWORK OCEANEERING Our Board of Directors is refreshed with increased diversity and independence. We have formalized our ESG reporting through our Nominating, Corporate Governance and Sustainability Committee. We have adopted the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Disclosures (TCFD) reporting frameworks. oceaneering.com/sustainability Маркит OCEANEERING Ⓡ 6#7Operating Segments Energy Subsea Robotics Manufactured Products* Offshore Projects Group Integrity Management & Digital Solutions * Manufactured Products includes the non-energy Mobility Solutions businesses: Entertainment Systems and Autonomous Mobile Robotics (AMR). Non-Energy Aerospace and Defense Technologies Canad Ⓡ OCEANEERING 7#8Active in All Phases of the Offshore Oilfield Life Cycle Phase % of Oceaneering Revenue* Business Segment and Product and Service Revenue Streams KEY SSR = Subsea Robotics OPG = Offshore Projects Group MP = Manufactured Products IMDS Integrity = Management & Digital Solutions Exploration 12% •ROV Services (SSR) •Survey (SSR) •AUV Services (SSR) •Tooling (SSR) Development 51% •ROV Services (SSR) •Survey (SSR) •Tooling (SSR) ⚫IWOCS (1) and RWOCS (2) Svcs (OPG) •Subsea Hardware (MP) •Umbilicals (MP) •Vessel-based Installation Services (OPG) Production 34% •ROV Services (SSR) •AUV Services (SSR) •Tooling (SSR) ⚫IWOCS and RWOCS Services (OPG) •Subsea Hardware (MP) •Vessel-based Intervention Services (OPG) •Inspection Services (IMDS) •Inspection Services (IMDS) •Seabed Prep (OPG) Decommissioning 3% •ROV Services (SSR) •Tooling (SSR) •Subsea Work Systems (OPG) •IWOCS and RWOCS Services (OPG) Market Drivers and Key Market Indicators FIDS and Working Floating Rigs * 5-yr average estimates from four energy segments, as of 12/31/2022. (1) Installation and Workover Control Systems (2) ROV Workover Control Systems FIDs and Subsea Tree Installations Customer Opex Budgets and Subsea Infrastructure Field Abandonments and Facilities Removal/Cleanup OCEANEERING 8#9Financial Overview, Quarterly Revenue Adjusted Operating EBITDA* $559.7M $597.9M $635.2M $77.6M $74.8M $84.1M 100% 100% 15% 15% 16% 13% 11% 12% 4% 4% 3% 11% 11% 10% 75% 75% 22% 26% 27% 22% 27% 24% 12% 7% 9% 50% 50% 21% 19% 17% 25% 25% 50% 51% 49% 30% 31% 31% 0% 0% 2022 Q3 2023 Q2 2023 Q3 2022 Q3 2023 Q2 2023 Q3 Aerospace/Defense Tech Integrity Mgmt/Digital Sol Offshore Projects Group Manufactured Products Subsea Robotics * Percentages exclude Unallocated Expenses and the effects of certain specified items. Ⓡ For reconciliations of Adjusted Operating EBITDA to Operating Income for the periods presented, see the Supplemental Information slides. OCEANEERING 9#10Comparing Operating Results* 2023 Q3 vs 2023 Q2 Consolidated Results Subsea Robotics Manufactured Products Offshore Projects Group Integrity Management and Digital Solutions Aerospace and Defense Technologies Unallocated Expenses Primary Variance Factors for Q3 2023 compared to Q2 2023 Consolidated EBITDA of $84.1M was at the upper end of our guided range and exceeded consensus estimates. Offshore activity drove operating improvements in our Subsea Robotics (or SSR) and Offshore Projects Group (or OPG) segments. In addition, and as expected, we also saw improvement in our government-focused businesses. Revenue and operating income increased as expected. Lower activity in ROVS was offset by slight ROV pricing improvements and higher survey and tooling activity. Improved EBITDA margin of 31% reflected the benefit of new contract pricing. Revenue declined. Operating income and related margin percentage of $8.2M and 7%, respectively, declined due primarily to changes in product mix. Backlog increased to $556M from $418M in Q2 on strong order intake throughout our energy businesses. Revenue increased 15%, driving increased operating income. Operating income margin improved to 18% as compared to 13% margin in Q2, reflecting increased global demand for vessel-based services, changes in service mix, and the successful resolution of a commercial dispute. Revenue increased 5%. Operating income declined slightly. Operating income margin of 5% declined from the 6% recorded in Q2, due primarily to slight changes in geographic and service mix. Revenue increased 6%. Operating income increased significantly. Operating income margin of 14% improved and benefitted from margin recovery on Q2 contract costs. Expenses increased to $42.2M but were less than forecasted due to lower-than-expected accruals for performance-based incentive compensation. * For a reconciliation of segment Adjusted EBITDA to segment Operating Income for the periods presented, see the Supplemental Information slides. Ⓡ OCEANEERING 10#11Liquidity and Cash Flow Liquidity as of September 30, 2023 $556 million of cash and cash equivalents Pro forma debt position*: . • $500 million of unsecured senior notes due February 2028, nearest maturity $215 million of unused commitments through our senior secured revolving credit agreement, available through April 2027 Cash flow for the quarter ended September 30, 2023 Cash flow provided by operations: $79.6 million • Capital expenditures: $25.9 million • Free Cash Flow: $53.7 million * After completion of a series of debt transactions that began on September 20, 2023, including a new issuance of $200 million senior notes due February 2028, and the tender and redemption of all $400 million senior notes due November 2024. Transactions were completed on November 2, 2023. Oceaneering also extended its secured revolving credit security by one year to April 2027. Ⓡ OCEANEERING 11 (OCEANEER#12Subsea Robotics Subsea Robotics (SSR) merges our underwater robotics and automation capabilities by combining our ROV, Survey, and ROV Tooling businesses. Remotely Operated Vehicles (ROV) Remotely operated, tethered submersible vehicles for drilling support, offshore wind, and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair. ROV Tooling ROV skid-mounted tools, for rental, to support well intervention, drilling, construction, field maintenance, and plugging and abandonment activities. Survey and Positioning Services Geoscience and Autonomous Underwater Vehicles (AUVS) and Survey Services for drilling rigs, pipeline lay and derrick barges, and dynamically positioned, multi-purpose construction vessels during the placement and inspection of structures, templates, and platforms for the marine construction process, including offshore wind. Positioning Products and Services for a broad range of receiver options and subscription services, including receiver hardware, antennas, and marine monitoring software packages. Revenue ($ in millions) $750 $600 $622 $450 $539 $300 $150 $0 2021 2022 2023F 31% EBITDA Margin* 30% * For a reconciliation of this segment's Adjusted EBITDA Margin to Operating Income, see the Supplemental Information slides. Ⓡ OCEANEERING 12#13Subsea Robotics Revenue and Adjusted EBITDA Margin* 150,000 Revenue Margin ($ in thousands) 200,000 ■SSR ROV Revenue SSR Tool/Survey SSR Adjusted EBITDA Margin 31% 40% 30% 31% 100,000 50,000 0 2021 Q1 2021 Q2 2021 Q3 2021 Q4 2022 Q1 2022 Q2 2022 Q3 * For a reconciliation of this segment's Adjusted EBITDA Margin to Operating Income, see the Supplemental Information slides. 2022 Q4 2023 Q1 2023 Q2 30% 20% 76% of SSR Revenue 10% 2023 Q3 0% Ⓡ OCEANEERING 13#14$10,000 IROV Days on Hire $9,000 ROV Revenue / Day on Hire Subsea Robotics, ROV Days on Hire, Average Revenue per Day, and Utilization Rates Average Revenue per DOH Days $9,372 20,000 100% 17,500 $8,000 Vessel-based % Drill Support % 15,000 80% ROV Fleet Utilization % $7,000 12,500 60% 69% 10,000 $6,000 7,500 40% $5,000 2021 Q1 2021 Q2 2021 Q3 2021 Q4 2022 Q1 2022 Q2 2022 Q3 2022 Q4 5,000 20% 2,500 2023 Q1 2023 Q2 2023 Q3 0 0% 2021 Q1 2021 Q2 2021 Q3 2021 Q4 2022 Q1 > 2022 Q2 2022 Q3 2022 Q4 2023 Q1 2023 Q2 61% 39% 2023 Q3 OCEANEERING Ⓡ 14#15Manufactured Products Manufactured Products brings together our competencies and expertise around advanced technology product development, manufacturing, and project management to include four business units: Energy Manufactured Products Distribution Systems Production Control Umbilicals supply electric and hydraulic power to subsea trees and inject chemicals into well streams. Connection Systems Connectors and valves for critical oil and gas systems, including production trees to umbilicals and flow lines (i.e., GraylocⓇ and Rotator); and Pipeline Connection & Repair Systems. Mobility Solutions Autonomous Mobile Robotics (AMR) Systems Innovative, turnkey technology-based logistics solutions on load carriers traveling the floor of a facility, minus an onboard operator. Entertainment Systems Evolutionary, motion-based ride systems capable of delivering high-energy thrills in fully immersive 3D media-based theme park attractions. Revenue ($ in millions) $450 $382 $300 $344 $150 $0 2021 2022 2023F EBITDA Margin* (1)% 6% * For a reconciliation of this segment's Adjusted EBITDA Margin to Operating Income, see the Supplemental Information slides. Ⓡ OCEANEERING 15#16Manufactured Products* Backlog and Book-to-Bill $600 $450 Mfd Products ($ in Millions) $300 $150 $0 40 Backlog Revenue -Book-to-Bill, ttm ☐ ☐ 2021 Q1 2021 Q2 2021 Q3 2021 Q4 2022 Q1 * Recast backlog and revenue following segment realignments. ☐ 2022 Q2 2022 Q3 2022 Q4 ☐ ☐ 2023 Q1 2023 Q2 Mfd Products Book-to-Bill, ttm 2.00 $556 1.75 1.41 1.50 1.25 1.00 0.75 0.50 $122.9 0.25 0.00 2023 Q3 OCEANEERING Ⓡ 16#17Revenue ($ in millions) $600 $450 $489 $300 $378 Offshore Projects Group Offshore Projects Group (OPG) provides a broad portfolio of integrated subsea project capabilities and solutions, including: project management and engineering; subsea installation and intervention; IMR (inspection, maintenance, and repair) services; IWOCS and RWOCS services; large work packages (e.g., riserless light well intervention; hydrate remediation; well stimulation); diving; and dredging and decommissioning. Project scopes are supported by: ⚫ our owned vessels; $150 • chartered third-party vessels; and • manned diving operations for special services. $0 2021 2022 2023F 16% EBITDA Margin* 16% * For a reconciliation of this segment's Adjusted EBITDA Margin to Operating Income, see the Supplemental Information slides. Ⓡ OCEANEERING 17#18Offshore Projects Group Vessel assets for offshore projects Deepwater Multi-purpose Supply Vessels: Owned . Ocean Evolution • Ocean Intervention* Owned Forecasted Q4 Location Gulf of Mexico Global regions Ocean Intervention III Spot charter West Africa Brandon Bordelon* Leased Gulf of Mexico • Harvey Blue Sea* Leased Gulf of Mexico Harvey Deep Sea* Leased Gulf of Mexico HOS Woodland* Leased Guyana, South America Island Frontier Leased Diving Support, Survey and Inspection Vessels: Global Regions • Ocean Patriot* Ocean Intervention II* • Ocean Project* • Jones Act Vessel Owned Owned Gulf of Mexico Global regions Owned Gulf of Mexico Ⓡ OCEANEERING 18#19Revenue ($ in millions) $200 $241 $230 $150 $100 $50 $0 2021 2022 2023F 10% EBITDA Margin* 8% Integrity Management & Digital Solutions The Integrity Management & Digital Solutions (IMDS) segment leverages software, analytics, and services that promote the safety, efficiency, cost effectiveness, and sustainability programs of our energy and maritime customers. Integrity Management A range of integrity services for energy customers throughout the procurement, fabrication, installation, commissioning, and operation of assets. We establish inspection and maintenance programs, plan and execute inspections, evaluate, report, and make recommendations to facilitate customers' decision-making. Energy Intelligence Software solutions that range from data collection, storage, organization, and reporting. We also deliver inspection, corrosion, vibration, coating, insulation, and maintenance management along with risk-based inspection planning. Maritime Intelligence Software and consulting solutions aimed at peer benchmarking, vessel performance, and voyage routing. $300 $250 * For a reconciliation of this segment's Adjusted EBITDA Margin to Operating Income, see the Supplemental Information slides. OCEANEERING Ⓡ 19#20Aerospace and Defense Technologies Aerospace and Defense Technologies (ADTech) provides engineering services and related manufacturing, principally for the U.S. Department of Defense and NASA and their prime contractors. Defense Subsea Technologies Design, build, and operate unique maritime and specialized harsh environment systems for government and commercial customers. Marine Services Full-service ship repair capabilities for U.S. Naval vessels, including submarines, surface ships and craft, and deep submergence systems. Design, repair, maintenance, modification, and installation of hull, mechanical, and electrical systems. Space Systems Turnkey design, development, manufacturing, certification, maintenance, testing, and sustaining engineering for space-based robotics and automation, satellite servicing, human space flight systems, and thermal protection systems. Revenue ($ in millions) $500 $400 $367 $300 $343 $200 $100 $0 2021 2022 2023F 18% EBITDA Margin* 14% * For a reconciliation of this segment's Adjusted EBITDA Margin to Operating Income, see the Supplemental Information slides. Ⓡ OCEANEERING 20#21Aerospace and Defense Technologies Work scopes Submarine Services Vehicle Systems and Life Support Sea-basing Technologies Deep Submergence Connection Systems ES UNWTOR Submarine Rescue and Hyperbaric Systems Ⓡ OCEANEERING 21#22* Oceaneering Outlook, Q4 2023 Operating Results* Consolidated Results Subsea Robotics Manufactured Products Offshore Projects Group Integrity Management and Digital Solutions Aerospace and Defense Technologies Unallocated Expenses * Q4 2023 Forecast compared to Q3 2023 Actual EBITDA forecast to decline on relatively flat revenue. Anticipate a seasonal slowdown while still expecting relatively good activity in our offshore markets. Slightly lower revenue and relatively flat operating profitability. Anticipate adjusted EBITDA margin to improve; remaining in the low-30% range. ROV days on hire forecast to decline slightly and good survey activity expected to continue. Higher revenue and significantly lower operating profitability with operating income margin in the low-single digit range. Our Q4 forecast contemplates costs we may incur to improve the profitability of our Manufactured Products portfolio. Slightly lower revenue and significantly lower operating profitability due to anticipated shift in projects mix with lower vessel activity in West Africa driving lower cost absorption in the region, in addition to the absence of the commercial dispute resolution which benefitted Q2. Operating income margin is expected to be lower, averaging in the low-teens range. Lower revenue and operating results. Slightly lower revenue and lower operating income. Operating income margin to decline due to slight changes in project mix resulting in operating income margins in the range of low- to mid-teens. Low-$40M range. Consolidated results relate to Consolidated Adjusted EBITDA. Segment Operating Results relate to segment Operating Income. Ⓡ OCEANEERING 22#23Oceaneering Outlook, 2023. • • . Year over Year • Revenue improvement in all operating segments Operating income and margin improvement in SSR, MP, and OPG • Operating income and margin decline in IMDS . • Operating income improvement and margin decline in ADTech Consolidated Adjusted EBITDA, $275M to $295M* Capital Expenditures, $95M to $105M Free Cash Flow, $90M to $130M* · Cash Taxes, $70M to $75M * For reconciliation of Adjusted EBITDA and Free Cash Flow estimates to estimates of income (loss) before income taxes, see the Supplemental Information slides. OCEANEERING Ⓡ 23#24Oceaneering Outlook, 2024 • . • Year over Year . Improved Revenue and Operating Income in all operating segments, led by gains from SSR and OPG Consolidated Adjusted EBITDA, $330M to $380M* Free Cash Flow > 2023 Free Cash Flow Capital Expenditures flat to modestly higher than 2023 2024 growth outlook is reinforced by growing market demand for our mobile robotic forklifts and underride vehicles. For more information on Oceaneering Mobile Robotics (OMR), visit oceaneering.com/omr. *For reconciliation of Adjusted EBITDA and Free Cash Flow estimates to estimates of income (loss) before income taxes, see the Supplemental Information slides. KAS APLOAD MATERIAL UniMover TM O 600 Omnidirectional Underride Robot 0O00 DO OCEANEERING Ⓡ 24#25Industrial Robotics Market Outlook CAGRS, near term* 25% 20% 15% 21.7% 10% 5% 13.8% 0% Mobile Robotics, 2022-2030 Autonomous Forklifts,** 2023-2028 OCEANEERING MaxMover™ CB D 2000 Autonomous Counterbalance Forklift * Sources: Mobile Robotics CAGR, Statzon database; Autonomous Forklifts CAGR, Secondary Research, Interviews with Experts, and MarketsandMarkets Analysis. ** Projected market increase from $4.6B in 2023 to $8.8B in 2028. OCEANEERING 25#26Energy Industry Outlook 2024(1) Brent forecast, average price per barrel in 2024 ~$95 Market Driver 2024 Forecasts, YoY: ● Contracted Floating Rigs annual average, 150 to 157 • Tree Installations, from 373 to 329 •Tree Awards, from 346 to 278 ● · Subsea Equipment Spend, from $7.7B to $8.3B Subsea Services Spending, $7.5B to $7.2B Deepwater FID Project volume and value, +60% and -5%, respectively (1) Sources: Brent price, EIA.gov, October 11, 2023; Contracted Rigs forecast, Oll internal estimate. Trees and Spending data for 2022 and 2023, Rystad Energy Subsea Market Report-Q3 2023. FID data, October 2023 Rystad Energy, Greenfield Development forecast. OCEANEERING Ⓡ OCEANEERING 26#27Targeted Growth Businesses MOBILITY SOLUTIONS • • . Autonomously transport people and goods safely at low cost Orchestrate real-time fleet operations Continue to advance boundaries of autonomous ride features Personalize customer experiences AEROSPACE and DEFENSE SOLUTIONS • . Increase robotic and autonomous system offerings Enable human interface in low gravity or high-pressure, harsh, and unknown environments OCEANEERING hht • ENERGY TRANSITION Accelerate robotic labor utilization • Innovate fit-for-function robotics • Improve flow assurance Enable floating wind farms Develop next-generation infrastructure products DIGITAL ASSET MANAGEMENT Automate inspection data collection and analysis • Enable data-driven risk mitigation • Eradicate information fragmentation in global cargo movement • Reduce total cost of asset ownership Ⓡ OCEANEERING 27#28Oceaneering Focus Areas . • . • Operational Maintaining focus on safety, execution, and quality Remaining responsive to customer needs in our traditional markets Being a good steward of company resources and progressing our ESG initiatives Leveraging our core competencies and capabilities into new markets Improving our returns by: • Increasing utilization of our assets . • • • • . Maintaining flexible/efficient vessel fleet management • Attracting and retaining top talent . Customer expansion Financial Generating meaningful positive free cash flow Remaining disciplined in our approach to growth capital expenditures Maintaining financial flexibility: . • extended debt maturity to February 2028 cash on hand plus undrawn revolving credit facility provide significant optionality Mitigating the effects of inflation and supply chain issues Improving pricing and margins, commensurate with the value we bring to our customers Ⓡ OCEANEERING 28#29Supplemental Information OCEANEERING Ⓡ OCEANEERING 29#30Net Income (Loss) Reconciliation to EBITDA Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure. 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 tables provide reconciliations 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: For the 3-Month Period Ended Sep 30, 2023 Jun 30, 2023 Sep 30, 2022 (in millions) Net Income (Loss) $ 29.8 $ 19.0 $ 18.3 Depreciation & Amortization 25.6 26.0 30.2 Subtotal $ 55.4 $ 45.0 48.5 Interest Expense/Income, Net 6.1 5.4 8.2 Amortization incl'd in Interest, Net 0.0 0.0 0.0 Income Tax Expense 23.5 19.5 19.7 EBITDA $ 85.0 69.9 $ 76.4 Adjusted EBITDA* 84.1 $ 74.8 $ 77.6 * For reconciliations of EBITDA to Adjusted EBITDA for the periods presented, see the Supplemental schedules that follow. Ⓡ OCEANEERING 30#31Net Income (Loss) Reconciliation to EBITDA (continued) For the 12-Month Period Ended Dec 31, 2023 Dec 31, 2022 Dec 31, 2021 (in millions) Low Estimate High Estimate (in millions) Net Income (Loss) $ 25.9 $ Depreciation & Amortization 121.0 (49.3) 139.7 Income (Loss) before income taxes Depreciation & Amortization $ 150.0 $ 160.0 105.0 115.0 Subtotal $ 146.9 $ 90.4 Subtotal $ 255.0 $ 275.0 Interest Expense/Income, Net 32.5 36.3 Interest Expense/Income, Net 20.0 20.0 Amortization incl'd in Interest, Net 0.1 3.0 Income Tax Expense 53.1 43.6 EBITDA $ 232.6 173.3 Adjusted EBITDA* $ 232.6 210.6 Adjusted EBITDA $ 275.0 $ 295.0 * For reconciliations of EBITDA to Adjusted EBITDA for the periods presented, see the Supplemental schedules that follow. Ⓡ 31 OCEANEERING#32Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA Adjusted EBITDA excludes the effects of certain specified items, as set forth in the tables that follow. Adjusted Operating EBITDA is Adjusted EBITDA before Unallocated Expenses. We believe these are useful measurements for investors to review because they provide consistent measures 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 tables provide reconciliations 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. 12,805 3,067 60,623 11,296 For the 3-Month Period Ended September 30, 2023 SSR MP OPG IMDS ADTech Unallocated Expenses and other Total ($ in thousands) Operating Income (Loss) as reported in accordance with GAAP $ 47,818 $ 8,229 $ 26,745 $ 3,242 $ 14,140 $ (42,245) $ 57,929 Adjustments for the effects of: Depreciation and amortization 909 Other pre-tax EBITDA 6,931 600 1,284 1,517 25,596 1,517 33,676 4,151 14,740 (39,444) 85,042 Adjustments for the effects of: Foreign currency (gains) losses (944) (944) Total of adjustments (944) (944) Adjusted EBITDA $ 60,623 $ 11,296 $ 33,676 $ 4,151 $ 14,740 $ (40,388) $ 84,098 Revenue $ 197,343 $ 122,877 $ 150,273 $ 66,056 $ 98,631 $ 635,180 Operating income (loss) % as reported in accordance with GAAP 24% 7% 18% 5% 14% 9% EBITDA Margin 31% 9% 22% 6% 15% 13% Adjusted EBITDA Margin 31% 9% 22% 6% 15% 13% Ⓡ OCEANEERING 32#33Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA (continued) For the 3-Month Period Ended June 30, 2023 Operating Income (Loss) as reported in accordance with GAAP Adjustments for the effects of: Depreciation and amortization Other pre-tax SSR MP OPG IMDS ($ in thousands) ADTech Unallocated Expenses and other Total $ 42,227 $ 10,607 $ 17,132 $ 3,844 $ 11,357 $ (35,968) $ 49,199 13,356 3,013 6,976 939 632 - EBITDA 55,583 13,620 24,108 4,783 11,989 Adjustments for the effects of: Foreign currency (gains) losses Total of adjustments 1,130 (5,330) (40,168) 4,845 4,845 26,046 (5,330) 69,915 4,845 4,845 Adjusted EBITDA $ 55,583 $ 13,620 $ 24,108 $ 4,783 $ 11,989 $ (35,323) $ 74,760 Revenue $186,512 $ 124,882 $ 130,547 $ 63,166 $ 92,803 $ 597,910 Operating income (loss) % as reported in accordance with GAAP 23% 8% 13% 6% 12% 8% EBITDA Margin 30% 11% 18% 8% 13% 12% Adjusted EBITDA Margin 30% 11% 18% 8% 13% 13% Ⓡ OCEANEERING 33#34Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA (continued) For the 3-Month Period Ended September 30, 2022 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 SSR MP OPG IMDS ($ in thousands) ADTech Unallocated Expenses and other Total $ 37,069 $ 4,282 $ 20,310 16,013 2,939 7,132 $ 3,091 1,695 $ 13,043 $ (30,920) $ 46,875 671 1,799 (687) 53,082 7,221 27,442 4,786 13,714 (29,808) 30,249 (687) 76,437 Total of adjustments 1,145 1,145 1,145 1,145 Adjusted EBITDA $ 53,082 $ 7,221 $ 27,442 $ 4,786 $ 13,714 $ (28,663) $ 77,582 Revenue $ 169,422 $ 94,039 $ 152,987 $ 58,465 $ 84,758 $ 559,671 Operating income (loss) % as reported in accordance with GAAP 22% 5% 13% 5% 15% 8% EBITDA Margin 31% 8% 18% 8% 16% 14% Adjusted EBITDA Margin 31% 8% 18% 8% 16% 14% Ⓡ OCEANEERING 34#35Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA (continued) For the 12-Month Period Ended December 31, 2022 ADTech Unallocated Expenses and other Total SSR MP OPG IMDS ($ in thousands) Operating Income (Loss) as reported in accordance w/ GAAP $118,248 $ 11,692 $ 49,256 $ 14,901 $ 44,168 $ (127,402) $110,863 Adjustments for the effects of: Depreciation and amortization Other pre-tax 67,684 11,946 28,560 4,599 2,853 5,327 802 EBITDA 185,932 23,638 77,816 19,500 47,021 (121,273) 120,969 802 232,634 Adjustments for the effects of: Foreign currency (gains) losses Total of adjustments 4 4 4 4 Adjusted EBITDA $185,932 $ 23,638 $ 77,816 $ 19,500 $ 47,021 $ (121,269) $232,638 Revenue $621,921 $382,361 $489,317 $ 229,884 $ 342,601 $2,066,084 Operating income (loss) % as reported in accordance w/ GAAP 19% 3% 10% 6% 13% 5% EBITDA Margin 30% 6% 16% 8% 14% 11% Adjusted EBITDA Margin 30% 6% 16% 8% 14% 11% Ⓡ OCEANEERING 35#36Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA (continued) For the 12-Month Period Ended December 31, 2021 SSR MP OPG IMDS ($ in thousands) ADTech Unallocated Expenses and other Total Operating Income (Loss) as reported in accordance w/ GAAP Adjustments for the effects of: $ 76,874 $ (15,876) $ 31,197 $ 18,572 $ 60,992 $ (131,960) $ 39,799 Depreciation and amortization Other pre-tax 87,900 12,788 28,173 4,420 4,783 1,659 (6,225) 139,723 (6,225) EBITDA 164,774 (3,088) 59,370 22,992 65,775 (136,526) 173,297 Adjustments for the effects of: Provision for Evergrande losses, net 29,549 Loss on sale of asset | | 29,549 1,415 1,415 Restructuring expenses and other 395 537 149 217 10 1,308 Foreign currency (gains) losses 5,032 5,032 Total of adjustments 395 30,086 149 217 10 6,447 37,304 Adjusted EBITDA $165,169 $ 26,998 $ 59,519 $ 23,209 $ 65,785 $ (130,079) $ 210,601 Revenue $538,515 $344,251 $ 378,121 $ 241,393 $ 366,995 $ 1,869,275 Operating income (loss) % as reported in accordance w/ GAAP 14% (5)% 8% 8% 17% 2% EBITDA Margin 31% (1)% 16% 10% 18% 9% Adjusted EBITDA Margin 31% 8% 16% 10% 18% 11% Ⓡ OCEANEERING 36#37Operating Income (Loss) Reconciliation to Adjusted EBITDA and Adjusted Operating EBITDA (continued) For the 12-Month Period Ended December 31, 2020 SSR MP OPG IMDS ($ in thousands) ADTech Unallocated Expenses and other Total Operating Income (Loss) as reported in accordance w/ GAAP Adjustments for the effects of: Depreciation and amortization Other pre-tax $ (65,817) $ (88,253) $ (105,680) $ (121,675) $ 56,023 $ (120,677) $ (446,079) 212,621 66,772 115,288 127,221 2,666 4,327 (11,362) 528,895 (11,362) EBITDA 146,804 (21,481) 9,608 5,546 58,689 (127,712) 71,454 Adjustments for the effects of: Long-lived assets impairments 61,074 8,826 545 70,445 Inventory write-downs 7,038 7,038 Restructuring expenses and other 5,055 2,266 8,590 4,272 572 455 21,210 Foreign currency (gains) losses - 14,140 14,140 Total of adjustments 12,093 Adjusted EBITDA 158,897 $ Revenue $ 493,332 63,340 41,859 $ 477,419 17,416 $ 27,024 4,817 10,363 $ 572 59,261 14,595 112,833 $ (113,117) $ 184,287 $ 289,127 $ 226,938 $ 341,073 $ 1,827,889 Operating income (loss) % as reported in accordance w/ GAAP (13)% EBITDA Margin 30% (18)% (4)% (37)% (54)% 16% 3% 2% 17% Adjusted EBITDA Margin 32% 9% 9% 5% 17% (24)% 4% 10% Ⓡ OCEANEERING 37#38Free Cash Flow "Free Cash Flow" (FCF) is a non-GAAP financial measure. 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). Oceaneering's 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 3-Month Period Ended Sep 30, 2023 Jun 30, 2023 (in thousands) $ 29,812 $ 19,002 For the Year Ended Dec 31, 2022 (in thousands) $ 25,941 Net Income (loss) Non-cash adjustments: Depreciation and amortization 25,596 26,046 120,969 Other non-cash 6,381 2,923 8,542 Other increases (decreases) in cash from operating activities 17,819 (27,520) (34,569) Cash flow provided by (used in) operating activities 79,608 20,451 120,883 Purchases of property and equipment (25,945) (22,428) Free Cash Flow $ 53,663 $ (1,977) (81,043) $ 39,840 Ⓡ OCEANEERING 38#39Free Cash Flow, Guidance Net Income (loss) Non-cash adjustments: Depreciation and amortization Other increases (decreases) in cash from operating activities For the Year Ending December 31, 2023 Low Estimate High Estimate (in thousands) $ 75,000 $ 90,000 105,000 115,000 5,000 30,000 Cash flow provided by (used in) operating activities 185,000 Purchases of property and equipment (95,000) Free Cash Flow $ 90,000 235,000 (105,000) $ 130,000 OCEANEERING Ⓡ 39#40Capital Expenditures in millions $125 $100 $75 $50 $25 $0 2021 2022 2023F Flat to modestly higher than 2023 CapEx 2024F Forecast CapEx Aero/Defense Tech ■Integrity Mgmt/Digital Sol ■■Offshore Projects Grp Mfd Products Subsea Robotics Corporate Ⓡ OCEANEERING 40#41Subsea Robotics - ROV Fleet Location 250 ROVS, September 30, 2023 100 ROV Count 88 80 72 60 60 40 40 20 20 51 35 23 ■Drilling Support ROVS Vessel-based ROVS 40 29 0 Americas, excl Brazil Africa/MidEast Europe Norway Asia Pacific Brazil Ⓡ OCEANEERING 41#42Oceaneering ROV Drill Support Market Share 61% for quarter ending September 30, 2023 Contracted Floating Rigs at Period End 200 150 100 50 2021 Q1 2021 Q2 Contracted Floaters, Working Contracted Floaters, Not Working -Oll % of Contracted Floaters 100% 2021 Q3 2021 Q4 2022 Q1 2022 Q2 2022 Q3 2022 Q4 2023 Q1 2023 Q2 2023 Q3 75% 61% 50% 25% 0% Source: Rig data, IHS Petrodata at September 30, 2023. Competitor market share data is based on Oll internal estimates. Oll % of Floating Rigs 61% Oll Subsea 7 Fugro TechnipFMC ■ Other Ⓡ OCEANEERING 42#43Offshore Oil & Gas Activity Forecast 200 Contracted Floating Rigs Tree Installations Contracted Floating Rigs, annual average 50 100 150 400 350 300 250 167 150 157 139 200 133 137 150 50 100 2020 2021 2022 2023F 2024F 2025F Source: Rig data: IHS Markit World Rig Forecast, September 2023 and Oll internal estimates. Tree data, Rystad Energy, October 2023. Subsea Tree Installations Ⓡ OCEANEERING 43#44Offshore O&G Greenfield Capex by Sanction Year Development Costs, $ in Billions $100 Development Cost, Deepwater -Deepwater FID Projects $75 $50 150 125 100 100 75 64 50 50 $25 41 30 34 26 25 $30 $49 $46 $60 $53 $67 40 $0 0 2020 2021 2022 2023F 2024F 2025F Source: Rystad Energy, Subsea Market Report, Q3 2023 Projects Count Ⓡ OCEANEERING 44#45Financial Overview, by Year Revenue Adjusted Operating EBITDA* $1.8B $1.9B $2.1B $184.3M $210.6M $232.6M 100% 100% 19% 20% 17% 13% 20% 19% 6% 4% 11% 7% 75% 12% 13% 75% 9% 22% 17% 16% 24% 14% 20% 7% 8% 50% 50% 26% 18% 18% 25% 25% 53% 49% 52% 27% 29% 30% 0% 0% 2020 2021 2022 2020 2021 2022 Aerospace/Defense Tech Integrity Mgmt/Digital Sol Offshore Projects Group Manufactured Products Subsea Robotics * Percentages exclude Unallocated Expenses and the effects of certain specified items. For reconciliations of Adjusted Operating EBITDA to Operating Income for the periods presented, see the Supplemental Information slides. Ⓡ OCEANEERING 45#46Revenue Sources Geographic Area Services and Products Industry Segments* $1.8B $1.9B $2.1B $1.8B $1.9B $2.1B $1.8B $1.9B $2.1B 100% 20% 19% 19% 17% 20% 27% 75% 43% 47% 47% 50% 80% 81% 81% 80% 83% 73% 25% 53% 57% 53% 0% 2020 2021 2022 2020 2021 2022 2020 2021 2022 International United States Services Products Energy Segments Non-energy Segment * Manufactured Products includes the non-energy Mobility Solutions businesses: Entertainment Systems and Autonomous Mobile Robotics (AMR) Systems. Ⓡ OCEANEERING 46#47OCEANEERING NYSE: OII Investor Relations Contact Mark Peterson Vice President, Corporate Development and Investor Relations 713.329.4507 Investor [email protected] OCEANEERING 47