Exhibit

Adjusted operating income (loss) and margins, adjusted net income (loss) and diluted earnings (loss) per share, EBITDA and adjusted EBITDA (as well as EBITDA and adjusted EBITDA margins and forecasted 2018 EBITDA) and free cash flow are non-GAAP measures that 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, EBITDA and EBITDA Margins, 2018 EBITDA Estimates, Free Cash Flow, Adjusted Operating Income (Loss) 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.

"Our third quarter 2018 tax provision of $61.1 million included $56.5 million of discrete tax items. The largest discrete item of $39.1 million related to valuation allowances recorded for certain tax benefits recognized in prior years that may not be realizable in certain foreign jurisdictions. Other discrete items included: $7.9 million to reflect recently issued proposed regulations relating to the U.S. tax reform legislation adopted in December 2017; $3.6 million related to uncertain tax positions; and $5.9 million associated with various other issues. We expect the above tax provision for discrete items will have minimal cash tax implications for the foreseeable future. During the nine months ended September 30, 2018, our cash taxes paid totaled $25.8 million as compared to the $30.0 million paid during the same period of 2017.

"Looking forward, we believe our fourth quarter 2018 results will be lower than our adjusted third quarter results due to the onset of seasonality leading to reduced levels of offshore energy activity. Sequentially, we expect lower operating income from each of our energy segments, with most of the decline expected to be in Subsea Products and Subsea Projects segments. Additionally, in our Subsea Products segment we are expecting an unfavorable impact at our manufacturing facility in Panama City, Florida due to damage caused by Hurricane Michael in mid-October 2018. For our non-energy segment, Advanced Technologies, we are projecting a quarterly improvement in operating income. Unallocated Expenses are expected to be in the upper-$20 million range.

This release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial performance and prospects of Oceaneering. More specifically, the forward-looking statements in this press release include the statements concerning Oceaneering’s: overall view of the markets; backlog; expectation that the tax provision for discrete items will have minimal cash tax implications for the foreseeable future; outlook and EBITDA guidance for the fourth quarter and full year of 2018; expected fourth quarter Unallocated Expenses; expected contributions of its segments to fourth quarter and 2018 operating results; outlook for the full year of 2018; anticipated adjusted EBITDA and EBITDA contributions from each of its segments; statements about long-term industry fundamentals and recovery; statement about a sustained higher level of activity being required before prices for our services and products can be increased enough to generate satisfactory returns; and outlook for 2019 and expectations for increased activity levels in each of its segments. 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, 2018			Dec 31, 2017
													(in thousands)
ASSETS
	Current Assets (including cash and cash equivalents of $367,150 and $430,316)												$	1,189,836		$	1,187,402
	Net Property and Equipment												993,514			1,064,204
	Other Assets												740,349			772,344
			TOTAL ASSETS										$	2,923,699		$	3,023,950

LIABILITIES AND EQUITY
	Current Liabilities												$	476,314		$	435,797
	Long-term Debt												782,190			792,312
	Other Long-term Liabilities												163,722			131,323
	Equity												1,501,473			1,664,518
			TOTAL LIABILITIES AND EQUITY										$	2,923,699		$	3,023,950

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

				For the Three Months Ended									For the Nine Months Ended
				Sep 30, 2018			Sep 30, 2017			Jun 30, 2018			Sep 30, 2018			Sep 30, 2017
				(in thousands, except per share amounts)

	Revenue			$	519,300		$	476,120		$	478,674		$	1,414,387		$	1,437,332
	Cost of services and products			471,665			421,235			448,946			1,318,196			1,284,021
		Gross Margin		47,635			54,885			29,728			96,191			153,311
	Selling, general and administrative expense			49,187			44,354			49,365			144,529			133,540
		Income (loss) from Operations		(1,552		)	10,531			(19,637		)	(48,338		)	19,771
	Interest income			2,645			1,997			2,950			8,187			5,379
	Interest expense			(9,885		)	(8,650		)	(8,802		)	(28,058		)	(22,517		)
	Equity losses of unconsolidated affiliates			(1,684		)	(424		)	(737		)	(3,264		)	(1,798		)
	Other income (expense), net			5,632			(1,287		)	(3,556		)	(6,398		)	(3,901		)
		Income (loss) before Income Taxes		(4,844		)	2,167			(29,782		)	(77,871		)	(3,066		)
	Provision (benefit) for income taxes			61,135			3,935			3,294			70,317			4,104
		Net Income (Loss)		$	(65,979	)	$	(1,768	)	$	(33,076	)	$	(148,188	)	$	(7,170	)

Weighted average diluted shares outstanding				98,533			98,270			98,531			98,483			98,224
Diluted Earnings (Loss) per Share				$	(0.67	)	$	(0.02	)	$	(0.34	)	$	(1.50	)	$	(0.07	)

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, 2018			Sep 30, 2017			Jun 30, 2018			Sep 30, 2018			Sep 30, 2017
			($ in thousands)

Remotely Operated Vehicles		Revenue	$	105,045		$	104,617		$	107,426		$	298,065		$	302,071
	Gross Margin		$	8,757		$	12,102		$	12,176		$	25,888		$	41,783
Operating Income			$	772		$	5,009		$	4,542		$	2,916		$	21,310
Operating Income %			1		%	5		%	4		%	1		%	7		%
	Days available		25,668			25,695			25,386			76,192			76,214
	Days utilized		14,249			12,742			13,654			38,937			36,497
	Utilization		56		%	50		%	54		%	51		%	48		%

Subsea Products		Revenue	$	137,099		$	143,583		$	121,704		$	385,491		$	469,115
	Gross Margin		$	18,748		$	24,949		$	16,075		$	49,828		$	72,702
Operating Income			$	5,367		$	12,383		$	2,295		$	9,417		$	34,418
Operating Income %			4		%	9		%	2		%	2		%	7		%
Backlog at end of period			$	333,000		$	284,000		$	245,000		$	333,000		$	284,000

Subsea Projects		Revenue	$	104,972		$	80,116		$	78,036		$	239,868		$	218,617
	Gross Margin		$	10,829		$	10,187		$	(5,145	)	$	6,801		$	20,673
Operating Income (Loss)			$	6,088		$	6,512		$	(10,358	)	$	(6,629	)	$	9,699
Operating Income (Loss) %			6		%	8		%	(13		)%	(3		)%	4		%

Asset Integrity		Revenue	$	62,346		$	61,098		$	67,422		$	191,056		$	171,948
	Gross Margin		$	9,430		$	9,754		$	9,461		$	26,909		$	28,139
Operating Income			$	2,275		$	3,050		$	3,357		$	7,311		$	9,072
Operating Income %			4		%	5		%	5		%	4		%	5		%

Advanced Technologies		Revenue	$	109,838		$	86,706		$	104,086		$	299,907		$	275,581
	Gross Margin		$	14,824		$	11,833		$	13,999		$	36,645		$	36,038
Operating Income			$	8,960		$	6,602		$	7,886		$	18,514		$	19,260
Operating Income %			8		%	8		%	8		%	6		%	7		%

Unallocated Expenses
Gross Margin			$	(14,953	)	$	(13,940	)	$	(16,838	)	$	(49,880	)	$	(46,024	)
Operating Expense			$	(25,014	)	$	(23,025	)	$	(27,359	)	$	(79,867	)	$	(73,988	)

TOTAL		Revenue	$	519,300		$	476,120		$	478,674		$	1,414,387		$	1,437,332
	Gross Margin		$	47,635		$	54,885		$	29,728		$	96,191		$	153,311
Operating Income (Loss)			$	(1,552	)	$	10,531		$	(19,637	)	$	(48,338	)	$	19,771
Operating Income (Loss) %			—		%	2		%	(4		)%	(3		)%	1		%



SELECTED CASH FLOW INFORMATION

		For the Three Months Ended						For the Nine Months Ended
		Sep 30, 2018		Sep 30, 2017		Jun 30, 2018		Sep 30, 2018		Sep 30, 2017
		(in thousands)

Capital expenditures, including acquisitions		$	30,389	$	29,878	$	27,798	$	152,317	$	71,178

Depreciation and Amortization:
Energy Services and Products
	Remotely Operated Vehicles	$	27,428	$	28,269	$	28,269	$	83,339	$	86,534
	Subsea Products	12,349		13,340		14,914		41,288		39,124
	Subsea Projects	7,464		7,881		13,053		28,830		23,742
	Asset Integrity	1,635		2,139		1,836		5,319		5,379
Total Energy Services and Products		48,876		51,629		58,072		158,776		154,779
Advanced Technologies		792		796		737		2,295		2,377
Unallocated Expenses		1,035		1,088		1,034		3,603		3,324
Total Depreciation and Amortization		$	50,703	$	53,513	$	59,843	$	164,674	$	160,480

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 as measures of operational performance. We have also included disclosures of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA Margin, 2018 Adjusted EBITDA Estimates and Free Cash Flow, as well as the following by segment: Adjusted Operating Income and Margin, EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin. We define EBITDA Margin as EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin 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 Margin, Adjusted EBITDA and Adjusted EBITDA Margin, 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 Margin 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 Margin 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

		For the Three Months Ended
		Sep 30, 2018						Sep 30, 2017						Jun 30, 2018
		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		$	(65,979	)	$	(0.67	)	$	(1,768	)	$	(0.02	)	$	(33,076	)	$	(0.34	)
Pre-tax adjustments for the effects of:
	Charge related to prior year non-income related taxes	—						1,500						—
	Property & equipment write-offs	—						—						4,233
	Intangible asset write-offs	—						—						3,458
	Gain on sale of investment	(9,293		)				—						—
	Foreign currency losses	3,745						1,273						3,418
Total pre-tax adjustments		(5,548		)				2,773						11,109

Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods		1,165						(971		)				(2,173		)
Discrete tax adjustments:
	Uncertain tax positions	3,571						1,419						1,358
	Tax reform	7,932						—						—
	Valuation allowances	39,136						—						—
	Other	5,853						994						(178		)
Total discrete tax adjustments		56,492						2,413						1,180
Difference in tax provision on income before taxes in accordance with GAAP (1)		—						763						—

	Total of adjustments	52,109						4,978						10,116
Adjusted Net Income (Loss) and Adjusted Diluted EPS		$	(13,870	)	$	(0.14	)	$	3,210		$	0.03		$	(22,960	)	$	(0.23	)

Weighted average diluted shares outstanding utilized for Adjusted Diluted EPS					98,533						98,797						98,531

								For the Nine Months Ended
								Sep 30, 2018						Sep 30, 2017
								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								$	(148,188	)	$	(1.50	)	$	(7,170	)	$	(0.07	)
Pre-tax adjustments for the effects of:
	Charge related to prior year non-income related taxes							—						1,500
	Property & equipment write-offs							4,233						—
	Intangible asset write-offs							3,458						—
	Gain on sale of investment							(9,293		)				—
	Foreign currency losses							15,478						3,406
Total pre-tax adjustments								13,876						4,906

Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods								(2,754		)				(1,718		)

Discrete tax adjustments:
	Share-based compensation							1,820						2,900
	Uncertain tax positions							4,833						195
	Tax reform							7,932						—
	Valuation allowances							39,136						—
	Other							6,351						1,424
Total discrete tax adjustments								60,072						4,519
Difference in tax provision on income before taxes in accordance with GAAP (1)								—						658
	Total of adjustments							71,194						8,365
Adjusted Net Income (Loss) and Adjusted Diluted EPS								$	(76,994	)	$	(0.78	)	$	1,195		$	0.01

Weighted average diluted shares outstanding utilized for Adjusted Diluted EPS											98,483						98,735

Notes:
(1)	For consistency in presentation, the difference in tax provision on income before taxes is computed using the U.S. statutory rate of 35% for 2017, in determining Adjusted Net Income (Loss) for the respective periods. This is not calculated for the three months and nine months ended September 30, 2018, and three months ended June 30, 2018 due to changes in U.S. tax law.



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, 2018			Sep 30, 2017			Jun 30, 2018			Sep 30, 2018			Sep 30, 2017
		($ in thousands)

Net Income (Loss)		$	(65,979	)	$	(1,768	)	$	(33,076	)	$	(148,188	)	$	(7,170	)
Depreciation and Amortization		50,703			53,513			59,843			164,674			160,480
	Subtotal	(15,276		)	51,745			26,767			16,486			153,310
Interest Expense, net of Interest Income		7,240			6,653			5,852			19,871			17,138
Amortization included in Interest Expense		(332		)	(283		)	(333		)	(1,439		)	(849		)
Provision (Benefit) for Income Taxes		61,135			3,935			3,294			70,317			4,104
	EBITDA	$	52,767		$	62,050		$	35,580		$	105,235		$	173,703

Revenue		$	519,300		$	476,120		$	478,674		$	1,414,387		$	1,437,332

EBITDA Margin %		10		%	13		%	7		%	7		%	12		%



2018 Adjusted EBITDA Estimates

		Low			High
		(in thousands)
Loss before income taxes, as adjusted		$	(95,000	)	(75,000		)
Depreciation and amortization, as adjusted		208,000			208,000
	Subtotal	113,000			133,000
Interest expense, net of interest income		27,000			27,000
	Adjusted EBITDA	$	140,000		$	160,000


Free Cash Flow

		For the Nine Months Ended
		Sep 30, 2018			Sep 30, 2017
		(in thousands)
Net Loss		$	(148,188	)	$	(7,170	)
Depreciation and amortization		164,674			160,480
Other increases (decreases) in cash from operating activities		19,170			(9,296		)
Cash flow provided by operating activities		35,656			144,014
Purchases of property and equipment		(83,919		)	(59,900		)
Free Cash Flow		$	(48,263	)	$	84,114



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

Adjusted Operating Income (Loss) and Margins by Segment

			For the Three Months Ended September 30, 2018
			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			$	772		$	5,367		$	6,088		$	2,275		$	8,960		$	(25,014	)	$	(1,552	)

Adjusted operating income (loss)			$	772		$	5,367		$	6,088		$	2,275		$	8,960		$	(25,014	)	$	(1,552	)

Revenue			$	105,045		$	137,099		$	104,972		$	62,346		$	109,838					$	519,300
Operating income (loss) % as reported in accordance with GAAP			1		%	4		%	6		%	4		%	8		%				—		%
Operating income (loss) % using adjusted amounts			1		%	4		%	6		%	4		%	8		%				—		%


			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 (loss) 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 (loss)			$	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		%



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

Adjusted Operating Income (Loss) and Margins by Segment


			For the Three Months Ended June 30, 2018
			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			$	4,542		$	2,295		$	(10,358	)	$	3,357		$	7,886		$	(27,359	)	$	(19,637	)
Adjustments for the effects of:
	Property & equipment write-offs		617			1,531			2,085			—			—			—			4,233
	Intangible asset write-offs		—			—			3,458			—			—			—			3,458
		Total of adjustments	617			1,531			5,543			—			—			—			7,691
Adjusted operating income (loss)			$	5,159		$	3,826		$	(4,815	)	$	3,357		$	7,886		$	(27,359	)	$	(11,946	)

Revenue			$	107,426		$	121,704		$	78,036		$	67,422		$	104,086					$	478,674
Operating income (loss) % as reported in accordance with GAAP			4		%	2		%	(13		)%	5		%	8		%				(4		)%
Operating income (loss) % using adjusted amounts			5		%	3		%	(6		)%	5		%	8		%				(2		)%



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

Adjusted Operating Income (Loss) and Margins by Segment

			For the Nine Months Ended September 30, 2018
			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			$	2,916		$	9,417		$	(6,629	)	$	7,311		$	18,514		$	(79,867	)	$	(48,338	)
Adjustments for the effects of:
	Property & equipment write-offs		617			1,531			2,085			—			—			—			4,233
	Intangible asset write-offs		—			—			3,458			—			—			—			3,458
		Total of adjustments	617			1,531			5,543			—			—			—			7,691
Adjusted operating income (loss)			$	3,533		$	10,948		$	(1,086	)	$	7,311		$	18,514		$	(79,867	)	$	(40,647	)

Revenue			$	298,065		$	385,491		$239,868			$	191,056		$	299,907					$1,414,387
Operating income (loss) % as reported in accordance with GAAP			1		%	2		%	(3		)%	4		%	6		%				(3		)%
Operating income (loss)% using adjusted amounts			1		%	3		%	—		%	4		%	6		%				(3		)%

			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 (loss)			$	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		%



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

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Three Months Ended September 30, 2018
			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			$	772		$	5,367		$	6,088		$	2,275		$	8,960		$	(25,014	)	$	(1,552	)
Adjustments for the effects of:
	Depreciation and amortization		27,428			12,349			7,464			1,635			792			1,035			50,703
	Other pre-tax		—			—			—			—			—			3,616			3,616
	EBITDA		28,200			17,716			13,552			3,910			9,752			(20,363		)	52,767
Adjustments for the effects of:
	Gain on sale of investment		—			—			—			—			—			(9,293		)	(9,293		)
	Foreign currency losses		—			—			—			—			—			3,745			3,745
		Total of adjustments	—			—			—			—			—			(5,548		)	(5,548		)
Adjusted EBITDA			$	28,200		$	17,716		$	13,552		$	3,910		$	9,752		$	(25,911	)	$	47,219

Revenue			$	105,045		$	137,099		$	104,972		$	62,346		$	109,838					$	519,300
Operating income % as reported in accordance with GAAP			1		%	4		%	6		%	4		%	8		%				—		%
EBITDA Margin			27		%	13		%	13		%	6		%	9		%				10		%
Adjusted EBITDA Margin			27		%	13		%	13		%	6		%	9		%				9		%

			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 (loss) 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 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		%



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

EBITDA and Adjusted EBITDA and Margins by Segment

		For the Three Months Ended June 30, 2018
		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		$	4,542		$	2,295		$	(10,358	)	$	3,357		$	7,886		$	(27,359	)	$	(19,637	)
Adjustments for the effects of:
	Depreciation and amortization	28,269			14,914			13,053			1,836			737			1,034			59,843
	Other pre-tax	—			—			—			—			—			(4,626		)	(4,626		)
	EBITDA	32,811			17,209			2,695			5,193			8,623			(30,951		)	35,580
Adjustments for the effects of:
	Foreign currency losses	—			—			—			—			—			3,418			3,418
		—			—			—			—			—			3,418			3,418
Adjusted EBITDA		$	32,811		$	17,209		$	2,695		$	5,193		$	8,623		$	(27,533	)	$	38,998

Revenue		$	107,426		$	121,704		$	78,036		$	67,422		$	104,086					$	478,674
Operating income (loss) % as reported in accordance with GAAP		4		%	2		%	(13		)%	5		%	8		%				(4		)%
EBITDA Margin		31		%	14		%	3		%	8		%	8		%				7		%
Adjusted EBITDA Margin		31		%	14		%	3		%	8		%	8		%				8		%



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

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Nine Months Ended September 30, 2018
			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			$	2,916		$	9,417		$	(6,629	)	$	7,311		$	18,514		$	(79,867	)	$	(48,338	)
Adjustments for the effects of:
	Depreciation and amortization		83,339			41,288			28,830			5,319			2,295			3,603			164,674
	Other pre-tax		—			—			—			—			—			(11,101		)	(11,101		)
	EBITDA		86,255			50,705			22,201			12,630			20,809			(87,365		)	105,235
Adjustments for the effects of:
	Gain on sale of investment		—			—			—			—			—			(9,293		)	(9,293		)
	Foreign currency losses		—			—			—			—			—			15,478			15,478
		Total of adjustments	—			—			—			—			—			6,185			6,185
Adjusted EBITDA			$	86,255		$	50,705		$	22,201		$	12,630		$	20,809		$	(81,180	)	$	111,420

Revenue			$	298,065		$	385,491		$	239,868		$	191,056		$	299,907					$	1,414,387
Operating income (loss) % as reported in accordance with GAAP			1		%	2		%	(3		)%	4		%	6		%				(3		)%
EBITDA Margin			29		%	13		%	9		%	7		%	7		%				7		%
Adjusted EBITDA Margin			29		%	13		%	9		%	7		%	7		%				8		%

			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 (loss) 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 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		%



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

	2018			2017			2018			2018			2017

Revenue	$	519,300		$	476,120		$	478,674		$	1,414,387		$	1,437,332
Gross Margin	47,635			54,885			29,728			96,191			153,311
Income (Loss) from Operations	(1,552		)	10,531			(19,637		)	(48,338		)	19,771
Net Income (Loss)	(65,979		)	(1,768		)	(33,076		)	(148,188		)	(7,170		)

Diluted Earnings (Loss) Per Share	$	(0.67	)	$	(0.02	)	$	(0.34	)	$	(1.50	)	$	(0.07	)