Oceaneering Reports Third Quarter 2017 Results

HOUSTON, Oct. 25, 2017 /PRNewswire/ -- Oceaneering International, Inc. ("Oceaneering") (NYSE: OII) today reported a net loss of $1.8 million, or $(0.02) per share, on revenue of $476 million for the three months ended September 30, 2017. Excluding the impacts of a total of $4.2 million for: prior year non-income related taxes, discrete income tax expense, and foreign currency exchange losses, adjusted net income was $2.4 million, or $0.02 per share.

During the immediately preceding quarter, Oceaneering reported net income of $2.1 million, or $0.02 per share, on revenue of $515 million.

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.

                                                                           Summary of Results

                                                                (in thousands, except per share amounts)


                                         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

Sequentially, adjusted operating income improved 28% due mainly to increased profit contributions from Subsea Projects and Subsea Products, and reduced Unallocated Expenses, offset primarily by lower profits being realized by ROVs.

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.

"Compared to the second quarter, third quarter ROV adjusted operating income declined more than expected due to lower average revenue per day on hire and an increase in average daily operating costs. Consequently, ROV adjusted EBITDA margin declined to 33%, from 38% for the second quarter.

"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.

"Sequentially, Subsea Projects revenue and operating income increased, principally driven by seasonal improvements in U.S. Gulf of Mexico deepwater vessel work. Asset Integrity operating income was down slightly as projected. Advanced Technologies revenue and operating income declined as expected, primarily due to lower levels of work for the U.S. Navy. Unallocated Expenses were lower.

"Looking forward, we believe our fourth quarter results will be considerably lower than our adjusted third quarter results due to seasonality and a reduced level of activity. Most of the decline is expected to be in our ROV and Subsea Projects segments, with modestly lower operating income from our other oilfield segments as we foresee very few near-term catalysts to support an improvement in our oilfield markets. For our non-oilfield segment, Advanced Technologies, we are projecting a modest quarterly improvement, and slightly higher Unallocated Expenses.

"While our fourth quarter outlook has been revised downward, we continue to believe that we will be marginally profitable at the operating income line on a consolidated basis for all of 2017.

"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.

"Beyond 2018, we believe that the oil and gas industry will continue its investment in deepwater projects, and foresee improving demand for our services and products. Meanwhile, we continue to look for opportunities that may emerge to grow our company, with more focus on our customers' operating expenditures in the production phase of the offshore oilfield life cycle."

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: 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 is a global provider of engineered services and products, primarily to the offshore oil and gas industry, with a focus on deepwater applications. Through the use of its applied technology expertise, Oceaneering also serves the defense, entertainment, and aerospace industries.

For more information on Oceaneering, please visit www.oceaneering.com.

Contact:
Suzanne Spera
Director, Investor Relations
Oceaneering International, Inc.
713-329-4707
investorrelations@oceaneering.com


                                                                                                                            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


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

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


                                                                                                               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


                                                                                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%
                                                       ===                            ===                                    ===                                      ===                                ===


                  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
                                                    =======               ========

                                                                                                           RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION


                                                                                                                Adjusted Operating Income and Margins by Segment


                                                                                                                               For the Three Months Ended September 30, 2017

                                                                                  Remotely          Subsea                 Subsea                    Asset                Advanced         Unalloc.   Total
                                                                                  Operated         Products               Projects                Integrity                 Tech.          Expenses
                                                                                  Vehicles
                                                                                  --------

                                                                                                                                       ($ 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          Subsea                 Subsea                    Asset                Advanced         Unalloc.   Total
                                                                                  Operated         Products               Projects                Integrity                 Tech.          Expenses
                                                                                  Vehicles
                                                                                  --------

                                                                                                                                       ($ 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%

                                                                               For the Three Months Ended June 30, 2017

                                       Remotely     Subsea            Subsea               Asset                       Advanced    Unalloc.   Total
                                       Operated    Products          Projects           Integrity                       Tech.      Expenses
                                       Vehicles
                                       --------

                                                                                           ($ 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


                                                                                                           Adjusted Operating Income and Margins by Segment


                                                                                                                          For the Nine Months Ended September 30, 2017

                                                                            Remotely          Subsea                Subsea                    Asset                Advanced              Unalloc.         Total
                                                                            Operated         Products              Projects                Integrity                 Tech.               Expenses
                                                                            Vehicles
                                                                            --------

                                                                                                                                    ($ 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          Subsea                Subsea                    Asset                Advanced         Unalloc. Expenses     Total
                                                                            Operated         Products              Projects                Integrity                 Tech.
                                                                            Vehicles
                                                                            --------

                                                                                                                                    ($ 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


                                                                                                                EBITDA and Adjusted EBITDA and Margins by Segment


                                                                                                                                For the Three Months Ended September 30, 2017

                                                                                   Remotely          Subsea                 Subsea                    Asset                Advanced         Unalloc.       Total
                                                                                   Operated         Products               Projects                Integrity                 Tech.          Expenses
                                                                                   Vehicles                                                                                                and other
                                                                                   --------                                                                                                ---------

                                                                                                                                        ($ 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          Subsea                 Subsea                    Asset                Advanced         Unalloc.       Total
                                                                                   Operated         Products               Projects                Integrity                 Tech.          Expenses
                                                                                   Vehicles                                                                                                and other
                                                                                   --------                                                                                                ---------

                                                                                                                                        ($ 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%

                                                                                                       For the Three Months Ended June 30, 2017

                                                             Remotely       Subsea            Subsea               Asset                       Advanced               Unalloc.              Total
                                                             Operated      Products          Projects           Integrity                       Tech.            Expenses and other
                                                             Vehicles
                                                             --------

                                                                                                                   ($ 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


                                                                                                           EBITDA and Adjusted EBITDA and Margins by Segment


                                                                                                                           For the Nine Months Ended September 30, 2017

                                                                             Remotely          Subsea                Subsea                    Asset                Advanced          Unalloc.        Total
                                                                             Operated         Products              Projects                Integrity                                 Expenses
                                                                             Vehicles                                                                                 Tech.          and other
                                                                             --------                                                                                 -----          ---------

                                                                                                                                  ($ 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          Subsea                Subsea                    Asset                Advanced          Unalloc.        Total
                                                                             Operated         Products              Projects                Integrity                 Tech.           Expenses
                                                                             Vehicles                                                                                                and other
                                                                             --------                                                                                                ---------

                                                                                                                                  ($ 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%

View original content:http://www.prnewswire.com/news-releases/oceaneering-reports-third-quarter-2017-results-300543499.html

SOURCE Oceaneering International, Inc.