Exhibit

Adjusted operating income, operating margin, net income (loss) and earnings (loss) per share, EBITDA and adjusted EBITDA (as well as EBITDA and adjusted EBITDA margins) and free cash flow are non-GAAP measures which exclude the impacts of certain identified items. Reconciliations to the corresponding GAAP measures are shown in the tables Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS), EBITDA and EBITDA Margins, Free Cash Flow, Adjusted Operating Income and Margins by Segment, and EBITDA and Adjusted EBITDA and Margins by Segment. These tables are included below under the caption Reconciliations of Non-GAAP to GAAP Financial Information.

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, "Our third quarter adjusted operating results were in line with our expectations, with the exception of ROVs. Furthermore, each of our operating segments remained profitable and generated substantial EBITDA. On a consolidated basis, for the first nine months of 2017, we have generated $179 million of adjusted EBITDA and $84 million of free cash flow. These results are commendable in light of an offshore oilfield services and products market landscape that remains extremely challenging due to continued pricing degradation and the sluggish rate of subsea project approval and progression. Our tax provision, as adjusted, was higher than the statutory percentage of pre-tax income due to the geographic mix of tax jurisdictions in which we generated our earnings and losses.

"Additionally, average ROV revenue per day on hire decreased 3% due primarily to an unfavorable change in geographic mix, as we experienced disproportionately fewer work days in higher day rate operating areas, notably Angola. Days on hire increased 4% as our fleet utilization improved to 50% from 48%. At the end of September 2017, our fleet size remained at 279 vehicles. Our fleet use mix during the quarter was unchanged from the prior quarter at 61% in drill support and 39% vessel-based activity. At the end of September, we had ROVs on 83, or 55% of the 151 floating rigs under contract. This compares to having ROVs on 53% of the rigs contracted at the end of June and the end of March 2017.

"Compared to the second quarter, Subsea Products third quarter operating income improved as expected on an 18% decline in quarterly revenues. Operating margin improved due to a higher percentage of segment revenue being generated by our service and rental business unit and excellent execution by our umbilical business unit. Our Subsea Products backlog at September 30, 2017 was $284 million, compared to our June 30, 2017 backlog of $328 million. The backlog decline was largely attributable to low umbilical order intake and production associated with Shell Appomattox. Our book-to-bill ratio year-to-date was 0.69 and the past twelve months has been 0.72, no change from the prior quarter.

"Based on the current number of floating rigs working and expectations for further reductions in oil and gas industry capital and operating expenditures as offshore activities get pushed into 2019, we believe our 2018 earnings will be significantly lower than 2017. However, during 2018, we expect each of our operating segments will contribute positive EBITDA, and, on a consolidated basis, we will generate sufficient cash flows to service our debt and fund our anticipated maintenance and organic growth capital expenditures. While we are anticipating an increase in offshore activity levels during the second half of 2018, we do not expect this shift in momentum to be adequate to offset the near-term market weakness or to present an opportunity to meaningfully improve pricing.

business, financial performance and prospects of Oceaneering. More specifically, the forward-looking statements in this press release include the statements concerning Oceaneering’s: outlook for the fourth quarter of 2017, and expected contributions of its segments to the fourth quarter results, as well as expected fourth quarter Unallocated Expenses; expectation for the full year of 2017 to be marginally profitable at the operating income line on a consolidated basis; outlook for 2018 earnings relative to 2017, and expected contribution of its segments to the 2018 results; beliefs about deepwater investment and improving demand for its services and products; and intention to look for opportunities that may emerge to grow the company, with more focus on its customers' operating expenditures in the production phase of the offshore oilfield life cycle. The forward-looking statements included in this release are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include: 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. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission.




OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

													Sep 30, 2017			Dec 31, 2016
													(in thousands)
ASSETS
	Current Assets (including cash and cash equivalents of $472,381 and $450,193)												$	1,232,775		$	1,262,595
	Net Property and Equipment												1,083,353			1,153,258
	Other Assets												828,555			714,462
			TOTAL ASSETS										$	3,144,683		$	3,130,315

LIABILITIES AND SHAREHOLDERS' EQUITY
	Current Liabilities												$	461,456		$	508,364
	Long-term Debt												795,805			793,058
	Other Long-term Liabilities												387,464			312,250
	Shareholders' Equity												1,499,958			1,516,643
			TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY										$	3,144,683		$	3,130,315

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

				For the Three Months Ended									For the Nine Months Ended
				Sep 30, 2017			Sep 30, 2016			Jun 30, 2017			Sep 30, 2017			Sep 30, 2016
				(in thousands, except per share amounts)

	Revenue			$	476,120		$	549,275		$	515,036		$	1,437,332		$	1,783,158
	Cost of services and products			421,235			513,832			461,465			1,284,021			1,555,002
		Gross Margin		54,885			35,443			53,571			153,311			228,156
	Selling, general and administrative expense			44,354			47,299			44,181			133,540			153,533
		Income (loss) from Operations		10,531			(11,856		)	9,390			19,771			74,623
	Interest income			1,997			684			2,045			5,379			2,421
	Interest expense			(8,650		)	(6,325		)	(7,599		)	(22,517		)	(18,924		)
	Equity earnings (losses) of unconsolidated affiliates			(424		)	(246		)	(394		)	(1,798		)	543
	Other income (expense), net			(1,287		)	570			(58		)	(3,901		)	(6,823		)
		Income before Income Taxes		2,167			(17,173		)	3,384			(3,066		)	51,840
	Provision for income taxes (benefit)			3,935			(5,375		)	1,252			4,104			16,226
		Net Income (loss)		$	(1,768	)	$	(11,798	)	$	2,132		$	(7,170	)	$	35,614

Weighted average diluted shares outstanding				98,270			98,061			98,751			98,224			98,384
Diluted Earnings (Loss) per Share				$	(0.02	)	$	(0.12	)	$	0.02		$	(0.07	)	$	0.36

The above Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations should be read in conjunction with the Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q.



SEGMENT INFORMATION
			For the Three Months Ended									For the Nine Months Ended
			Sep 30, 2017			Sep 30, 2016			Jun 30, 2017			Sep 30, 2017			Sep 30, 2016
			($ in thousands)

Remotely Operated Vehicles		Revenue	$	104,617		$	126,507		$	103,432		$	302,071		$	413,769
	Gross Margin		$	12,102		$	(16,288	)	$	16,659		$	41,783		$	45,959
Operating Income (Loss)			$	5,009		$	(23,845	)	$	10,376		$	21,310		$	21,162
Operating Income (Loss)%			5		%	(19		)%	10		%	7		%	5		%
	Days available		25,695			29,126			25,300			76,214			86,904
	Days utilized		12,742			15,156			12,267			36,497			47,218
	Utilization		50		%	52		%	48		%	48		%	54		%

Subsea Products		Revenue	$	143,583		$	157,269		$	174,893		$	469,115		$	542,978
	Gross Margin		$	24,949		$	20,423		$	22,762		$	72,702		$	119,287
Operating Income			$	12,383		$	6,109		$	10,552		$	34,418		$	71,870
Operating Income %			9		%	4		%	6		%	7		%	13		%
Backlog at end of period			$	284,000		$	457,000		$	328,000		$	284,000		$	457,000

Subsea Projects		Revenue	$	80,116		$	110,799		$	75,545		$	218,617		$	378,883
	Gross Margin		$	10,187		$	19,321		$	6,462		$	20,673		$	45,147
Operating Income			$	6,512		$	15,029		$	3,000		$	9,699		$	32,055
Operating Income %			8		%	14		%	4		%	4		%	8		%

Asset Integrity		Revenue	$	61,098		$	71,995		$	58,192		$	171,948		$	215,459
	Gross Margin		$	9,754		$	11,591		$	10,004		$	28,139		$	29,030
Operating Income			$	3,050		$	4,725		$	3,755		$	9,072		$	4,354
Operating Income %			5		%	7		%	6		%	5		%	2		%

Advanced Technologies		Revenue	$	86,706		$	82,705		$	102,974		$	275,581		$	232,069
	Gross Margin		$	11,833		$	9,665		$	14,133		$	36,038		$	26,092
Operating Income			$	6,602		$	4,357		$	7,632		$	19,260		$	10,478
Operating Income %			8		%	5		%	7		%	7		%	5		%

Unallocated Expenses
Gross Margin			$	(13,940	)	$	(9,269	)	$	(16,449	)	$	(46,024	)	$	(37,359	)
Operating Income			$	(23,025	)	$	(18,231	)	$	(25,925	)	$	(73,988	)	$	(65,296	)

TOTAL		Revenue	$	476,120		$	549,275		$	515,036		$	1,437,332		$	1,783,158
	Gross Margin		$	54,885		$	35,443		$	53,571		$	153,311		$	228,156
Operating Income (Loss)			$	10,531		$	(11,856	)	$	9,390		$	19,771		$	74,623
Operating Income (Loss) %			2		%	(2		)%	2		%	1		%	4		%



SELECTED CASH FLOW INFORMATION

		For the Three Months Ended						For the Nine Months Ended
		Sep 30, 2017		Sep 30, 2016		Jun 30, 2017		Sep 30, 2017		Sep 30, 2016
		(in thousands)

Capital expenditures, including acquisitions		$	29,878	$	32,945	$	23,493	$	71,178	$	85,889

Depreciation and Amortization:
Oilfield
	Remotely Operated Vehicles	$	28,269	$	43,705	$	29,036	$	86,534	$	111,415
	Subsea Products	13,340		14,205		12,785		39,124		39,964
	Subsea Projects	7,881		8,575		7,781		23,742		25,447
	Asset Integrity	2,139		5,980		1,780		5,379		11,736
Total Oilfield		51,629		72,465		51,382		154,779		188,562
Advanced Technologies		796		789		784		2,377		2,329
Unallocated Expenses		1,088		946		1,138		3,324		3,069
Total depreciation and amortization		$	53,513	$	74,200	$	53,304	$	160,480	$	193,960

In addition to financial results determined in accordance with U.S. generally accepted accounting principles ("GAAP"), this Press Release also includes non-GAAP financial measures (as defined under SEC Regulation G). We have included Adjusted Net Income and Diluted Earnings per Share, each of which excludes the effects of certain specified items, as set forth in the tables that follow. As a result, these amounts are non-GAAP financial measures. We believe these are useful measures for investors to review because they provide consistent measures of the underlying results of our ongoing business. Furthermore, our management uses these measures as measures of the performance of our operations. We have also included disclosures of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA Margins and Free Cash Flow, as well as the following by segment: Adjusted Operating Income and Margins, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margins. We define EBITDA margin as EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margins as well as Adjusted Operating Income and Margin and related information by segment exclude the effects of certain specified items, as set forth in the tables that follow. EBITDA and EBITDA margins, Adjusted EBITDA and Adjusted EBITDA margins, and Adjusted Operating Income and Margin and related information by segment are each non-GAAP financial measures. We define Free Cash Flow as cash flow provided by operating activities less organic capital expenditures (i.e., purchases of property and equipment other than those in business acquisitions). We have included these disclosures in this press release because EBITDA, EBITDA margins and Free Cash Flow are widely used by investors for valuation and comparing our financial performance with the performance of other companies in our industry, and the adjusted amounts thereof (as well as Adjusted Operating Income and Margin by Segment) provide more consistent measures than the unadjusted amounts. Furthermore, our management uses these measures for purposes of evaluating our financial performance. Our presentation of EBITDA, EBITDA margins and Free Cash Flow (and the Adjusted amounts thereof) may not be comparable to similarly titled measures other companies report. Non-GAAP financial measures should be viewed in addition to and not as substitutes for our reported operating results, cash flows or any other measure prepared and reported in accordance with GAAP. The tables that follow provide reconciliations of the non-GAAP measures used in this press release to the most directly comparable GAAP measures.



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)

			For the Three Months Ended
			Sep 30, 2017						Sep 30, 2016						Jun 30, 2017
			Net Income			Diluted EPS			Net Income			Diluted EPS			Net Income			Diluted EPS
			(in thousands, except per share amounts)

Net Income (Loss) and Diluted EPS as reported in accordance with GAAP			$	(1,768	)	$	(0.02	)	$	(11,798	)	$	(0.12	)	$	2,132		$	0.02
Pre tax adjustments for the effects of:
	Inventory write-downs		—						30,490						—
	Fixed asset write-offs		—						13,790						—
	Charge related to prior year non-income related taxes		1,500						—						—
	Foreign currency (gains) losses		1,273						(643		)				(20		)
Total pre tax adjustments			2,773						43,637						(20		)

Tax effect on pre tax adjustments at the 35% statutory rate			(971		)				(15,273		)				7

Discrete tax items			2,413						—						—

	Total of adjustments		4,215						28,364						(13		)
	Adjusted net income		$	2,447		$	0.02		$	16,566		$	0.17		$	2,119		$	0.02

									For Nine Months Ended
									Sep 30, 2017						Sep 30, 2016
									Net Income			Diluted EPS			Net Income			Diluted EPS
									(in thousands, except per share amounts)

Net Income (Loss) and Diluted EPS as reported in accordance with GAAP									$	(7,170	)	$	(0.07	)	$	35,614		$	0.36
Pre tax adjustments for the effects of:
	Inventory write-downs								—						30,490
	Allowance for bad debts								—						5,569
	Fixed asset write-offs								—						13,790
	Charge related to prior year non-income related taxes								1,500						—
	Foreign currency losses								3,406						6,459
Total pre tax adjustments									4,906						56,308

Tax effect on pre tax adjustments at the 35% statutory rate									(1,718		)				(19,708		)

Discrete tax items									4,519						—

	Total of adjustments								7,707						36,600
		Adjusted net income							$	537		$	0.01		$	72,214		$	0.73

Notes:

	The $2.4 million discrete tax provision during the three months ended September 30, 2017 included a $1.4 million tax reserve for uncertain income tax positions related to foreign entity tax filings of prior years. The $4.7 million discrete tax provision for the nine months ended September 30, 2017 included the $2.9 million provision made during the three months ended March 31, 2017 related to tax amounts associated with share based compensation required to be implemented effective January 1, 2017.

	Weighted average number of diluted shares in each period presented is the same for each adjusting item as used in accordance with GAAP for that period, except for the three-month and nine-month periods ended September 30, 2017, and the three-month ended September 30, 2016, where we used 98,796,533, 98,734,516 and 98,443,914 respectively, instead of 98,270,168, 98,224,129 and 98,061,214 respectively, share amounts used in reporting EPS in accordance with GAAP, as our share equivalents became dilutive based on the amount of adjusted net income.



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

EBITDA and EBITDA Margins

		For the Three Months Ended									For the Nine Months Ended
		Sep 30, 2017			Sep 30, 2016			Jun 30, 2017			Sep 30, 2017			Sep 30, 2016
		($ in thousands)

Net Income (Loss)		$	(1,768	)	$	(11,798	)	$	2,132		$	(7,170	)	$	35,614
Depreciation and Amortization		53,513			74,200			53,304			160,480			193,960
	Subtotal	51,745			62,402			55,436			153,310			229,574
Interest Expense, net of Interest Income		6,653			5,641			5,554			17,138			16,503
Amortization included in Interest Expense		(283		)	(287		)	(283		)	(849		)	(860		)
Provision for Income Taxes (Benefit)		3,935			(5,375		)	1,252			4,104			16,226
	EBITDA	$	62,050		$	62,381		$	61,959		$	173,703		$	261,443

Revenue		$	476,120		$	549,275		$	515,036		$	1,437,332		$	1,783,158

EBITDA margin %		13		%	11		%	12		%	12		%	15		%



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

Adjusted Operating Income and Margins by Segment

			For the Three Months Ended September 30, 2017
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses			Total
			($ in thousands)
Operating income as reported in accordance with GAAP			$	5,009		$	12,383		$	6,512		$	3,050		$	6,602		$	(23,025	)	$	10,531
Adjustments for the effects of:
	Charge related to prior year non-income related taxes		1,275			225			—			—			—			—			1,500
		Total of adjustments	1,275			225			—			—			—			—			1,500

Adjusted operating income			$	6,284		$	12,608		$	6,512		$	3,050		$	6,602		$	(23,025	)	$	12,031

Revenue			$	104,617		$	143,583		$	80,116		$	61,098		$	86,706					$	476,120
Operating income % as reported in accordance with GAAP			5		%	9		%	8		%	5		%	8		%				2		%
Operating income % using adjusted amounts			6		%	9		%	8		%	5		%	8		%				3		%


			For the Three Months Ended September 30, 2016
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses			Total
			($ in thousands)
Operating income (loss) as reported in accordance with GAAP			$	(23,845	)	$	6,109		$	15,029		$	4,725		$	4,357		$	(18,231	)	$	(11,856	)
Adjustments for the effects of:
	Inventory write-downs		25,200			5,290			—			—			—			—			30,490
	Fixed asset write-offs		10,840			2,950			—			—			—			—			13,790
		Total of adjustments	36,040			8,240			—			—			—			—			44,280
Adjusted operating income			$	12,195		$	14,349		$	15,029		$	4,725		$	4,357		$	(18,231	)	$	32,424

Revenue			$	126,507		$	157,269		$	110,799		$	71,995		$	82,705					$	549,275
Operating income (loss) % as reported in accordance with GAAP			(19		)%	4		%	14		%	7		%	5		%				(2		)%
Operating income % using adjusted amounts			10		%	9		%	14		%	7		%	5		%				6		%



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

Adjusted Operating Income and Margins by Segment


	For the Three Months Ended June 30, 2017
	Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses			Total
	($ in thousands)
Operating income as reported in accordance with GAAP	$	10,376		$	10,552		$	3,000		$	3,755		$	7,632		$	(25,925	)	$	9,390
Adjusted operating income	$	10,376		$	10,552		$	3,000		$	3,755		$	7,632		$	(25,925	)	$	9,390


Revenue	$	103,432		$	174,893		$	75,545		$	58,192		$	102,974					$	515,036
Operating income % as reported in accordance with GAAP	10		%	6		%	4		%	6		%	7		%				2		%
Operating income % using adjusted amounts	10		%	6		%	4		%	6		%	7		%				2		%



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

Adjusted Operating Income and Margins by Segment

			For the Nine Months Ended September 30, 2017
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses			Total
			($ in thousands)
Operating income as reported in accordance with GAAP			$	21,310		$	34,418		$	9,699		$	9,072		$	19,260		$	(73,988	)	$	19,771
Adjustments for the effects of:
	Charge related to prior year non-income related taxes		1,275			225			—			—			—			—			1,500
		Total of adjustments	1,275			225			—			—			—			—			1,500
Adjusted operating income			$	22,585		$	34,643		$	9,699		$	9,072		$	19,260		$	(73,988	)	$	21,271

Revenue			$	302,071		$	469,115		$	218,617		$	171,948		$	275,581					$	1,437,332
Operating income % as reported in accordance with GAAP			7		%	7		%	4		%	5		%	7		%				1		%
Operating income % using adjusted amounts			7		%	7		%	4		%	5		%	7		%				1		%

			For the Nine Months Ended September 30, 2016
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses			Total
			($ in thousands)
Operating income as reported in accordance with GAAP			$	21,162		$	71,870		$	32,055		$	4,354		$	10,478		$	(65,296	)	$	74,623
Adjustments for the effects of:
	Inventory write-downs		25,200			5,290			—			—			—			—			30,490
	Allowance for bad debts		340			1,770			127			3,332			—			—			5,569
	Fixed asset write-offs		10,840			2,950			—			—			—			—			13,790
		Total of adjustments	36,380			10,010			127			3,332			—			—			49,849
Adjusted operating income			$	57,542		$	81,880		$	32,182		$	7,686		$	10,478		$	(65,296	)	$	124,472

Revenue			$	413,769		$	542,978		$	378,883		$	215,459		$	232,069					$	1,783,158
Operating income % as reported in accordance with GAAP			5		%	13		%	8		%	2		%	5		%				4		%
Operating income % using adjusted amounts			14		%	15		%	8		%	4		%	5		%				7		%



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Three Months Ended September 30, 2017
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses and other			Total
			($ in thousands)
Operating income as reported in accordance with GAAP			$	5,009		$	12,383		$	6,512		$	3,050		$	6,602		$	(23,025	)	$	10,531
Adjustments for the effects of:
	Depreciation and amortization		28,269			13,340			7,881			2,139			796			1,088			53,513
	Other pre-tax		—			—			—			—			—			(1,994		)	(1,994		)
	EBITDA		33,278			25,723			14,393			5,189			7,398			(23,931		)	62,050
Adjustments for the effects of:
	Charge related to prior year non-income related taxes		1,275			225			—			—			—			—			1,500
	Foreign currency (gains) losses		—			—			—			—			—			1,273			1,273
		Total of adjustments	1,275			225			—			—			—			1,273			2,773
Adjusted EBITDA			$	34,553		$	25,948		$	14,393		$	5,189		$	7,398		$	(22,658	)	$	64,823

Revenue			$	104,617		$	143,583		$	80,116		$	61,098		$	86,706					$	476,120
Operating income % as reported in accordance with GAAP			5		%	9		%	8		%	5		%	8		%				2		%
EBITDA Margin			32		%	18		%	18		%	8		%	9		%				13		%
Adjusted EBITDA Margin			33		%	18		%	18		%	8		%	9		%				14		%

			For the Three Months Ended September 30, 2016
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses and other			Total
			($ in thousands)
Operating income (loss) as reported in accordance with GAAP			$	(23,845	)	$	6,109		$	15,029		$	4,725		$	4,357		$	(18,231	)	$	(11,856	)
Adjustments for the effects of:
	Depreciation and amortization		43,705			14,205			8,575			5,980			789			946			74,200
	Other pre-tax		—			—			—			—			—			37			37
	EBITDA		19,860			20,314			23,604			10,705			5,146			(17,248		)	62,381
Adjustments for the effects of:
	Inventory write-downs		25,200			5,290			—			—			—			—			30,490
		Total of adjustments	25,200			5,290			—			—			—			—			30,490
Adjusted EBITDA			$	45,060		$	25,604		$	23,604		$	10,705		$	5,146		$	(17,248	)	$	92,871

Revenue			$	126,507		$	157,269		$	110,799		$	71,995		$	82,705					$	549,275
Operating income (loss) % as reported in accordance with GAAP			(19		)%	4		%	14		%	7		%	5		%				(2		)%
EBITDA Margin			16		%	13		%	21		%	15		%	6		%				11		%
Adjusted EBITDA Margin			36		%	16		%	21		%	15		%	6		%				17		%



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

EBITDA and Adjusted EBITDA and Margins by Segment

		For the Three Months Ended June 30, 2017
		Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses and other			Total
		($ in thousands)
Operating income as reported in accordance with GAAP		$	10,376		$	10,552		$	3,000		$	3,755		$	7,632		$	(25,925	)	$	9,390
Adjustments for the effects of:
	Depreciation and amortization	29,036			12,785			7,781			1,780			784			1,138			53,304
	Other pre-tax	—			—			—			—			—			(735		)	(735		)
	EBITDA	39,412			23,337			10,781			5,535			8,416			(25,522		)	61,959
Adjustments for the effects of:
	Foreign currency (gains) losses	—			—			—			—			—			(20		)	(20		)
Adjusted EBITDA		$	39,412		$	23,337		$	10,781		$	5,535		$	8,416		$	(25,542	)	$	61,939

Revenue		$	103,432		$	174,893		$	75,545		$	58,192		$	102,974					$	515,036
Operating income % as reported in accordance with GAAP		10		%	6		%	4		%	6		%	7		%				2		%
EBITDA Margin		38		%	13		%	14		%	10		%	8		%				12		%
Adjusted EBITDA Margin		38		%	13		%	14		%	10		%	8		%				12		%



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Nine Months Ended September 30, 2017
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses and other			Total
			($ in thousands)
Operating income as reported in accordance with GAAP			$	21,310		$	34,418		$	9,699		$	9,072		$	19,260		$	(73,988	)	$	19,771
Adjustments for the effects of:
	Depreciation and amortization		86,534			39,124			23,742			5,379			2,377			3,324			160,480
	Other pre-tax		—			—			—			—			—			(6,548		)	(6,548		)
	EBITDA		107,844			73,542			33,441			14,451			21,637			(77,212		)	173,703
Adjustments for the effects of:
	Charge related to prior year non-income related taxes		1,275			225			—			—			—			—			1,500
	Foreign currency (gains) losses		—			—			—			—			—			3,406			3,406
		Total of adjustments	1,275			225			—			—			—			3,406			4,906
Adjusted EBITDA			$	109,119		$	73,767		$	33,441		$	14,451		$	21,637		$	(73,806	)	$	178,609

Revenue			$	302,071		$	469,115		$	218,617		$	171,948		$	275,581					$	1,437,332
Operating income % as reported in accordance with GAAP			7		%	7		%	4		%	5		%	7		%				1		%
EBITDA Margin			36		%	16		%	15		%	8		%	8		%				12		%
Adjusted EBITDA Margin			36		%	16		%	15		%	8		%	8		%				12		%

			For the Nine Months Ended September 30, 2016
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unalloc. Expenses and other			Total
			($ in thousands)
Operating income as reported in accordance with GAAP			$	21,162		$	71,870		$	32,055		$	4,354		$	10,478		$	(65,296	)	$	74,623
Adjustments for the effects of:
	Depreciation and amortization		111,415			39,964			25,447			11,736			2,329			3,069			193,960
	Other pre-tax		—			—			—			—			—			(7,140		)	(7,140		)
	EBITDA		132,577			111,834			57,502			16,090			12,807			(69,367		)	261,443
Adjustments for the effects of:
	Inventory write-downs		25,200			5,290			—			—			—			—			30,490
	Allowance for bad debts		340			1,770			127			3,332			—			—			5,569
		Total of adjustments	25,540			7,060			127			3,332			—			—			36,059
Adjusted EBITDA			$	158,117		$	118,894		$	57,629		$	19,422		$	12,807		$	(69,367	)	$	297,502

Revenue			$	413,769		$	542,978		$	378,883		$	215,459		$	232,069					$	1,783,158
Operating income % as reported in accordance with GAAP			5		%	13		%	8		%	2		%	5		%				4		%
EBITDA Margin			32		%	21		%	15		%	7		%	6		%				15		%
Adjusted EBITDA Margin			38		%	22		%	15		%	9		%	6		%				17		%



	Three Months Ended								Nine Months Ended
	Sep 30,						Jun 30,		Sep 30,

	2017			2016			2017		2017			2016

Revenue	$	476,120		$	549,275		$	515,036	$	1,437,332		$	1,783,158
Gross Margin	54,885			35,443			53,571		153,311			228,156
Income (Loss) from Operations	10,531			(11,856		)	9,390		19,771			74,623
Net Income (Loss)	(1,768		)	(11,798		)	2,132		(7,170		)	35,614

Diluted Earnings (Loss) Per Share (EPS)	$	(0.02	)	$	(0.12	)	$	0.02	$	(0.07	)	$	0.36




Free Cash Flow

	For the Nine Months Ended
	Sep 30, 2017			Sep 30, 2016
	(in thousands)
Net Income	$	(7,170	)	$	35,614
Depreciation and amortization	160,480			193,960
Other increases (decreases) in cash from operating activities	(9,296		)	32,099
Cash flow provided by operating activities	144,014			261,673
Purchases of property and equipment	(59,900		)	(83,389		)
Free Cash Flow	$	84,114		$	178,284