Exhibit

Adjusted operating income (loss), operating margins, net income (loss) and earnings (loss) per share, EBITDA and adjusted EBITDA (as well as EBITDA and adjusted EBITDA margins and forecasted 2019 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 (EPS), EBITDA and EBITDA Margins, 2019 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.

"Operationally, for the third quarter 2019, ROV days on hire declined by 2%, translating to a lower fleet utilization of 60%, as compared to 62% in the second quarter. Average ROV revenue per day on hire was slightly lower, declining 4% sequentially, as a result of changes in geographic mix. However, this decline was offset by a decrease in costs. ROV operating results for the quarter included the effect of a $2.8 million gain associated with the sale of ROV accessory equipment integrated into a customer’s rigs. Excluding the impact of this gain, EBITDA margin was consistent with second quarter EBITDA margin.

"Subsea Product's operating income during the third quarter 2019 was better than expected, on a 9% increase in quarterly revenue. The improved operating results were primarily due to greater activity and better-than-expected profitability within our service and rental business. Our Subsea Products backlog at September 30, 2019 was $609 million, compared to our June 30, 2019 backlog of $596 million. The backlog improvement was largely attributable to an increase in order intake for our manufactured products business. Our book-to-bill ratio, year to date, was 1.7 and for the past twelve months was 1.5.

"Looking forward, we believe our fourth quarter 2019 EBITDA will be slightly lower than our adjusted third quarter results, with the onset of seasonally lower offshore activity within our energy segments being slightly offset by improved contribution from our non-energy segment. Sequentially for our energy segments, we expect lower operating results from ROV, Subsea Products, and Subsea Projects segments and a marginal improvement in our Asset Integrity segment. For Advanced Technologies, we are projecting improved performance from our commercial businesses that will result in a meaningful revenue increase and an operating margin in the low double-digit range. Unallocated Expenses are forecast to be in the low- to mid-$30 million range.

"Accordingly, looking into 2020, we are anticipating increased activity and improved operating performance across all of our segments, led by gains from ROV and Subsea Products. At this time, we anticipate generating $180 million to $220 million of EBITDA in 2020 with positive operating income from each of our operating segments. Unallocated Expenses are expected to be approximately $140 million and we project capital expenditures to be in the range of $70 million to $100 million. As a result, we expect to generate a significant increase in free cash flow in 2020 relative to 2019. In this dynamic market we will necessarily continue to review our forecast as we develop a definitive operating plan for 2020, and we will update our guidance range during the year-end reporting process."

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: projected fourth quarter 2019 operating results and margins by segment, forecasted Unallocated Expenses, positive free cash flow and working capital improvements; full-year 2019 EBITDA guidance, capital expenditure guidance, and anticipated positive free cash flow; full-year 2020 activity and operating performance by segment, EBITDA, Unallocated Expenses, and capital expenditure guidance and projected positive free cash flow; and expectations regarding offshore energy industry market conditions, including a gradual recovery and levels of activity in 2020. 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, 2019			Dec 31, 2018
													(in thousands)
ASSETS
	Current assets (including cash and cash equivalents of $340,323 and $354,259)												$	1,167,197		$	1,244,889
	Net property and equipment												946,381			964,670
	Other assets												772,114			615,439
			Total Assets										$	2,885,692		$	2,824,998

LIABILITIES AND EQUITY
	Current liabilities												$	510,414		$	494,741
	Long-term debt												799,855			786,580
	Other long-term liabilities												272,344			128,379
	Equity												1,303,079			1,415,298
			Total Liabilities and Equity										$	2,885,692		$	2,824,998

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

				For the Three Months Ended									For the Nine Months Ended
				Sep 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2019			Sep 30, 2018
				(in thousands, except per share amounts)

	Revenue			$	497,647		$	519,300		$	495,781		$	1,487,314		$	1,414,387
	Cost of services and products			448,586			471,665			453,798			1,368,683			1,318,196
		Gross margin		49,061			47,635			41,983			118,631			96,191
	Selling, general and administrative expense			54,255			49,187			51,618			155,174			144,529
		Income (loss) from operations		(5,194		)	(1,552		)	(9,635		)	(36,543		)	(48,338		)
	Interest income			2,089			2,645			1,848			6,541			8,187
	Interest expense, net of amounts capitalized			(11,382		)	(9,885		)	(10,199		)	(31,005		)	(28,058		)
	Equity in income (losses) of unconsolidated affiliates			554			(1,684		)	—			390			(3,264		)
	Other income (expense), net			(3,660		)	5,632			7			(2,934		)	(6,398		)
		Income (loss) before income taxes		(17,593		)	(4,844		)	(17,979		)	(63,551		)	(77,871		)
	Provision (benefit) for income taxes			7,930			61,135			17,203			21,981			70,317
		Net Income (Loss)		$	(25,523	)	$	(65,979	)	$	(35,182	)	$	(85,532	)	$	(148,188	)

Weighted average diluted shares outstanding				98,930			98,533			98,929			98,858			98,483
Diluted earnings (loss) per share				$	(0.26	)	$	(0.67	)	$	(0.36	)	$	(0.87	)	$	(1.50	)

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, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2019			Sep 30, 2018
			($ in thousands)

Remotely Operated Vehicles
		Revenue	$	113,101		$	105,045		$	120,363		$	333,810		$	298,065
	Gross margin		$	18,908		$	8,757		$	17,360		$	45,689		$	25,888
Operating income (loss)			$	10,145		$	772		$	8,688		$	20,251		$	2,916
Operating income (loss) %			9		%	1		%	7		%	6		%	1		%
	Days available		25,392			25,668			25,006			74,904			76,192
	Days utilized		15,146			14,249			15,423			43,511			38,937
	Utilization		60		%	56		%	62		%	58		%	51		%

Subsea Products
		Revenue	$	150,836		$	137,099		$	138,910		$	418,590		$	385,491
	Gross margin		$	28,030		$	18,748		$	21,029		$	61,374		$	49,828
Operating income (loss)			$	13,219		$	5,367		$	7,413		$	20,156		$	9,417
Operating income (loss) %			9		%	4		%	5		%	5		%	2		%
Backlog at end of period			$	609,000		$	333,000		$	596,000		$	609,000		$	333,000

Subsea Projects
		Revenue	$	75,996		$	104,972		$	75,104		$	240,828		$	239,868
	Gross margin		$	5,213		$	10,829		$	5,472		$	19,718		$	6,801
Operating income (loss)			$	(616	)	$	6,088		$	87		$	2,363		$	(6,629	)
Operating income (loss) %			(1		)%	6		%	—		%	1		%	(3		)%

Asset Integrity
		Revenue	$	59,274		$	62,346		$	61,156		$	181,119		$	191,056
	Gross margin		$	5,273		$	9,430		$	6,423		$	17,968		$	26,909
Operating income (loss)			$	(2,453	)	$	2,275		$	(1,302	)	$	(4,468	)	$	7,311
Operating income (loss) %			(4		)%	4		%	(2		)%	(2		)%	4		%

Advanced Technologies
		Revenue	$	98,440		$	109,838		$	100,248		$	312,967		$	299,907
	Gross margin		$	9,413		$	14,824		$	13,386		$	38,047		$	36,645
Operating income (loss)			$	2,958		$	8,960		$	7,241		$	19,798		$	18,514
Operating income (loss) %			3		%	8		%	7		%	6		%	6		%

Unallocated Expenses
	Gross margin		$	(17,776	)	$	(14,953	)	$	(21,687	)	$	(64,165	)	$	(49,880	)
Operating income (loss)			$	(28,447	)	$	(25,014	)	$	(31,762	)	$	(94,643	)	$	(79,867	)

Total
		Revenue	$	497,647		$	519,300		$	495,781		$	1,487,314		$	1,414,387
	Gross margin		$	49,061		$	47,635		$	41,983		$	118,631		$	96,191
Operating income (loss)			$	(5,194	)	$	(1,552	)	$	(9,635	)	$	(36,543	)	$	(48,338	)
Operating income (loss) %			(1		)%	—		%	(2		)%	(2		)%	(3		)%



SELECTED CASH FLOW INFORMATION

		For the Three Months Ended						For the Nine Months Ended
		Sep 30, 2019		Sep 30, 2018		Jun 30, 2019		Sep 30, 2019		Sep 30, 2018
		(in thousands)

Capital Expenditures, including Acquisitions		$	57,985	$	30,389	$	40,898	$	128,847	$	152,317

Depreciation and amortization:
Energy Services and Products
	Remotely Operated Vehicles	$	26,767	$	27,428	$	26,871	$	81,628	$	83,339
	Subsea Products	12,055		12,349		12,366		37,412		41,288
	Subsea Projects	8,130		7,464		7,550		23,562		28,830
	Asset Integrity	1,634		1,635		1,570		4,838		5,319
Total Energy Services and Products		48,586		48,876		48,357		147,440		158,776
Advanced Technologies		761		792		765		2,356		2,295
Unallocated Expenses		1,220		1,035		1,182		3,561		3,603
Total Depreciation and Amortization		$	50,567	$	50,703	$	50,304	$	153,357	$	164,674

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 (Loss) and Diluted Earnings (Loss) 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, 2019 EBITDA Estimates and Free Cash Flow, as well as the following by segment: Adjusted Operating Income and Margins, EBITDA, EBITDA Margins, 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, 2019						Sep 30, 2018						Jun 30, 2019
		Net Income (Loss)			Diluted EPS			Net Income (Loss)			Diluted EPS			Net Income (Loss)			Diluted EPS
		(in thousands, except per share amounts)

Net income (loss) and diluted EPS as reported in accordance with GAAP		$	(25,523	)	$	(0.26	)	$	(65,979	)	$	(0.67	)	$	(35,182	)	$	(0.36	)
Pre-tax adjustments for the effects of:
	Gain on sale of investment							(9,293		)
	Foreign currency (gains) losses	3,516						3,745						(59		)
Total pre-tax adjustments		3,516						(5,548		)				(59		)

Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods		(738		)				1,165						12
Discrete tax items:
Share-based compensation		—						—						1
Uncertain tax positions		(520		)				3,571						1,268
Tax reform		(8,492		)				7,932						—
Valuation allowances		(32		)				39,136						—
Other		2,079						5,853						2,436
	Total discrete tax adjustments	(6,965		)				56,492						3,705
	Total of adjustments	(4,187		)				52,109						3,658
Adjusted Net Income (Loss)		$	(29,710	)	$	(0.30	)	$	(13,870	)	$	(0.14	)	$	(31,524	)	$	(0.32	)
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)					98,930						98,533						98,929

								For the Nine Months Ended
								Sep 30, 2019						Sep 30, 2018
								Net Income (Loss)			Diluted EPS			Net Income (Loss)			Diluted EPS
								(in thousands, except per share amounts)

Net income (loss) and diluted EPS as reported in accordance with GAAP								$	(85,532	)	$	(0.87	)	$	(148,188	)	$	(1.50	)
Pre-tax adjustments for the effects of:
	Fixed asset write-offs							—						4,233
	Intangible asset write-offs							—						3,458
	Gain on sale of investment							—						(9,293		)
	Foreign currency (gains) losses							2,843						15,478
Total pre-tax adjustments								2,843						13,876

Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods								(597		)				(2,754		)

Discrete tax items:
Share-based compensation								987						1,820
Uncertain tax positions								1,770						4,833
Tax reform								(8,492		)				7,932
Valuation allowances								1,507						39,136
Other								2,374						6,351
	Total discrete tax adjustments							(1,854		)				60,072
	Total of adjustments							392						71,194
Adjusted Net Income (Loss)								$	(85,140	)	$	(0.86	)	$	(76,994	)	$	(0.78	)
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)											98,858						98,483



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, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2019			Sep 30, 2018
		($ in thousands)

Net income (loss)		$	(25,523	)	$	(65,979	)	$	(35,182	)	$	(85,532	)	$	(148,188	)
Depreciation and amortization		50,567			50,703			50,304			153,357			164,674
	Subtotal	25,044			(15,276		)	15,122			67,825			16,486
Interest expense, net of interest income		9,293			7,240			8,351			24,464			19,871
Amortization included in interest expense		(335		)	(332		)	(335		)	(1,010		)	(1,439		)
Provision (benefit) for income taxes		7,930			61,135			17,203			21,981			70,317
	EBITDA	$	41,932		$	52,767		$	40,341		$	113,260		$	105,235

Revenue		$	497,647		$	519,300		$	495,781		$	1,487,314		$	1,414,387

EBITDA margin %		8		%	10		%	8		%	8		%	7		%



2019 EBITDA Estimates

		Low			High
		(in thousands)
Income (loss) before income taxes		$	(90,000	)	(70,000		)
Depreciation and amortization		205,000			205,000
	Subtotal	115,000			135,000
Interest expense, net of interest income		35,000			35,000
	EBITDA	$	150,000		$	170,000


Free Cash Flow

		For the Nine Months Ended
		Sep 30, 2019			Sep 30, 2018
		(in thousands)
Net Income (loss)		$	(85,532	)	$	(148,188	)
Depreciation and amortization		153,357			164,674
Other increases (decreases) in cash from operating activities		44,342			19,170
Cash flow provided by operating activities		112,167			35,656
Purchases of property and equipment		(128,847		)	(83,919		)
Free Cash Flow		$	(16,680	)	$	(48,263	)



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

Adjusted Operating Income (Loss) and Margins by Segment

	For the Three Months Ended September 30, 2019
	Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated Expenses			Total
	($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP	$	10,145		$	13,219		$	(616	)	$	(2,453	)	$	2,958		$	(28,447	)	$	(5,194	)
Adjusted Operating Income (Loss)	$	10,145		$	13,219		$	(616	)	$	(2,453	)	$	2,958		$	(28,447	)	$	(5,194	)

Revenue	$	113,101		$	150,836		$	75,996		$	59,274		$	98,440					$	497,647
Operating income (loss) % as reported in accordance with GAAP	9		%	9		%	(1		)%	(4		)%	3		%				(1		)%
Operating income (loss)% using adjusted amounts	9		%	9		%	(1		)%	(4		)%	3		%				(1		)%


	For the Three Months Ended September 30, 2018
	Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated 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		%				—		%



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

Adjusted Operating Income (Loss) and Margins by Segment


	For the Three Months Ended June 30, 2019
	Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated Expenses			Total
	($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP	$	8,688		$	7,413		$	87		$	(1,302	)	$	7,241		$	(31,762	)	$	(9,635	)
Adjusted Operating Income (Loss)	$	8,688		$	7,413		$	87		$	(1,302	)	$	7,241		$	(31,762	)	$	(9,635	)

Revenue	$	120,363		$	138,910		$	75,104		$	61,156		$	100,248					$	495,781
Operating income (loss) % as reported in accordance with GAAP	7		%	5		%	—		%	(2		)%	7		%				(2		)%
Operating income (loss) % using adjusted amounts	7		%	5		%	—		%	(2		)%	7		%				(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, 2019
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated Expenses			Total
			($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP			$	20,251		$	20,156		$	2,363		$	(4,468	)	$	19,798		$	(94,643	)	$	(36,543	)
Adjusted Operating Income (Loss)			$	20,251		$	20,156		$	2,363		$	(4,468	)	$	19,798		$	(94,643	)	$	(36,543	)

Revenue			$	333,810		$	418,590		$	240,828		$	181,119		$	312,967					$	1,487,314
Operating income (loss) % as reported in accordance with GAAP			6		%	5		%	1		%	(2		)%	6		%				(2		)%
Operating income (loss) % using adjusted amounts			6		%	5		%	1		%	(2		)%	6		%				(2		)%

			For the Nine Months Ended September 30, 2018
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated 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:
	Fixed asset write-offs		617			1,531			2,085			—			—			—			4,233
	Intangible assets 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		)%



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

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Three Months Ended September 30, 2019
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated Expenses and other			Total
			($ in thousands)
Operating income (loss) as reported in accordance with GAAP			$	10,145		$	13,219		$	(616	)	$	(2,453	)	$	2,958		(28,447		)	$	(5,194	)
Adjustments for the effects of:
	Depreciation and amortization		26,767			12,055			8,130			1,634			761			1,220			50,567
	Other pre-tax		—			—			—			—			—			(3,441		)	(3,441		)
	EBITDA		36,912			25,274			7,514			(819		)	3,719			(30,668		)	41,932
Adjustments for the effects of:
	Foreign currency (gains) losses		—			—			—			—			—			3,516			3,516
		Total of adjustments	—			—			—			—			—			3,516			3,516
Adjusted EBITDA			$	36,912		$	25,274		$	7,514		$	(819	)	$	3,719		$	(27,152	)	$	45,448

Revenue			$	113,101		$	150,836		$	75,996		$	59,274		$	98,440					$	497,647
Operating income (loss) % as reported in accordance with GAAP			9		%	9		%	(1		)%	(4		)%	3		%				(1		)%
EBITDA Margin			33		%	17		%	10		%	(1		)%	4		%				8		%
Adjusted EBITDA Margin			33		%	17		%	10		%	(1		)%	4		%				9		%


			For the Three Months Ended September 30, 2018
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated 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 (gains) 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 (loss) % 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		%



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

EBITDA and Adjusted EBITDA and Margins by Segment

			For the Three Months Ended June 30, 2019
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated Expenses and other			Total
			($ in thousands)
Operating income (loss) as reported in accordance with GAAP			$	8,688		$	7,413		$	87		$	(1,302	)	$	7,241		$	(31,762	)	$	(9,635	)
Adjustments for the effects of:
	Depreciation and amortization		26,871			12,366			7,550			1,570			765			1,182			50,304
	Other pre-tax		—			—			—			—			—			(328		)	(328		)
	EBITDA		35,559			19,779			7,637			268			8,006			(30,908		)	40,341
Adjustments for the effects of:
	Foreign currency (gains) losses		—			—			—			—			—			(59		)	(59		)
		Total of adjustments	—			—			—			—			—			(59		)	(59		)
Adjusted EBITDA			$	35,559		$	19,779		$	7,637		$	268		$	8,006		$	(30,967	)	$	40,282

Revenue			$	120,363		$	138,910		$	75,104		$	61,156		$	100,248					$	495,781
Operating income (loss) % as reported in accordance with GAAP			7		%	5		%	—		%	(2		)%	7		%				(2		)%
EBITDA Margin			30		%	14		%	10		%	—		%	8		%				8		%
Adjusted EBITDA Margin			30		%	14		%	10		%	—		%	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, 2019
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated Expenses and other			Total
			($ in thousands)
Operating income (loss) as reported in accordance with GAAP			$	20,251		$	20,156		$	2,363		$	(4,468	)	$	19,798		$	(94,643	)	$	(36,543	)
Adjustments for the effects of:
	Depreciation and amortization		81,628			37,412			23,562			4,838			2,356			3,561			153,357
	Other pre-tax		—			—			—			—			—			(3,554		)	(3,554		)
	EBITDA		101,879			57,568			25,925			370			22,154			(94,636		)	113,260
Adjustments for the effects of:
	Foreign currency (gains) losses		—			—			—			—			—			2,843			2,843
		Total of adjustments	—			—			—			—			—			2,843			2,843
Adjusted EBITDA			$	101,879		$	57,568		$	25,925		$	370		$	22,154		$	(91,793	)	$	116,103

Revenue			$	333,810		$	418,590		$	240,828		$	181,119		$	312,967					$	1,487,314
Operating income (loss) % as reported in accordance with GAAP			6		%	5		%	1		%	(2		)%	6		%				(2		)%
EBITDA Margin			31		%	14		%	11		%	—		%	7		%				8		%
Adjusted EBITDA Margin			31		%	14		%	11		%	—		%	7		%				8		%


			For the Nine Months Ended September 30, 2018
			Remotely Operated Vehicles			Subsea Products			Subsea Projects			Asset Integrity			Advanced Tech.			Unallocated 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 (gains) 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		%



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

	2019			2018			2019			2019			2018

Revenue	$	497,647		$	519,300		$	495,781		$	1,487,314		$	1,414,387
Gross Margin	49,061			47,635			41,983			118,631			96,191
Income (Loss) from Operations	(5,194		)	(1,552		)	(9,635		)	(36,543		)	(48,338		)
Net Income (Loss)	(25,523		)	(65,979		)	(35,182		)	(85,532		)	(148,188		)

Diluted Earnings (Loss) Per Share	$	(0.26	)	$	(0.67	)	$	(0.36	)	$	(0.87	)	$	(1.50	)