Oceaneering Reports Second Quarter 2017 Results

HOUSTON, July 26, 2017 /PRNewswire/ -- Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $2.1 million, or $0.02 per share, on revenue of $515 million for the three months ended June 30, 2017. During the prior quarter ended March 31, 2017, Oceaneering reported a net loss of $7.5 million, or $(0.08) per share, on revenue of $446 million, and an adjusted net loss of $4.0 million, or $(0.04) per share.

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                                       Six Months Ended
                                                                                                ----------------

                                 Jun 30,                            Mar 31,                                       Jun 30,
                                 -------                            -------


                         2017                        2016                   2017                    2017                  2016
                         ----                        ----                   ----                    ----                  ----


    Revenue                   $515,036                           $625,539                                       $446,176                $961,212 $1,233,883

    Gross Margin       53,571                        95,233                   44,855                               98,426      192,713

    Income (Loss) from
     Operations         9,390                        38,380                    (150)                               9,240       86,479

    Net Income (Loss)           $2,132                            $22,309                                       $(7,534)               $(5,402)   $47,412


    Diluted Earnings
     (Loss) Per Share
     (EPS)                       $0.02                              $0.23                                        $(0.08)                $(0.06)     $0.48

Sequentially, operating income increased by $9.5 million on improved profit contributions from all of our business segments, except for Subsea Products, which was slightly lower.

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, "Our overall operating results during the quarter were in line with expectations. We were pleased that each of our operating segments remained profitable. On a consolidated basis, for the first half of 2017, we have generated $112 million of EBITDA and $61 million of free cash flow. We believe our cash flow and liquidity position us well to manage our business through the continuing industry downturn; at the end of the quarter, we had $482 million in cash and an undrawn $500 million revolving credit facility. Based on these strengths, the Board maintained our current dividend rate and declared a $0.15 per share dividend to be paid during the third quarter of 2017.

"Compared to the first quarter, ROV operating income increased on higher activity for vessel based services. Our fleet mix during the quarter was 61% in drill support and 39% for vessel-based activity, compared to 69% and 31%, for the prior quarter. Revenue grew 10% on increased days on hire and revenue per day on hire, and ROV EBITDA margin of 38% improved slightly from 37% for the first quarter.

"During the second quarter, we put one new ROV into service and retired four. At the end of June 2017, we had 279 vehicles in our fleet. Our fleet utilization for the second quarter was 48%, up from 46% in the first quarter. We held our share of the contracted floating drill support market, with 53% of the 153 floating rigs under contract.

"Sequentially, Subsea Products operating income was slightly lower than expected, due to the continued weakness and competitive nature of the service and rental market. Our Subsea Products backlog at June 30, 2017 was $328 million, compared to our March 31, 2017 backlog of $407 million. The backlog decline was primarily related to umbilicals. Our book-to-bill ratio year-to-date was 0.69.

"Compared to the first quarter, Subsea Projects revenue and operating income increased driven by seasonal improvements in U.S. Gulf of Mexico deepwater vessel work and survey services. Asset Integrity revenue and operating income were up due to seasonality. Advanced Technologies revenue and operating income improved, primarily due to continued increased commercial activity and work for the U.S. Navy. Unallocated Expenses were essentially flat.

"For the third quarter of 2017, we are expecting a sequential increase in our overall quarterly operating income. This improvement should be led by Subsea Products and Subsea Projects, with slight declines in profit contributions from our other operating segments and flat Unallocated Expenses.

"Relative to the first half of 2017, during the second half we expect to generate higher consolidated operating income on relatively flat revenue. Subsea Products profit contribution is expected to be higher, as projected increases in service and rental activity more than offset lower manufactured products throughput. We continue to project our Subsea Products operating margins to be in the mid- to high-single digit range. We expect operating income contributions from ROV and Asset Integrity during the second half to be similar to the first half. For Subsea Projects, we anticipate our results to be considerably lower due to the completion of vessel work offshore Angola, projected low levels of vessel activity, and vessel oversupply. With respect to Advanced Technologies, we expect improved operating income due to a projected uptick in our commercial businesses.

"Our overall outlook for the full year of 2017 has not changed. We continue to project that we will be marginally profitable at the operating income line on a consolidated basis.

"Beyond 2017, 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, while providing a dividend to shareholders."

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: belief that its cash flow and liquidity position it well to manage its business through the continuing industry downturn; Subsea Products backlog; outlook for the third quarter of 2017, and expected contributions of its segments to the third quarter results; expectations of Subsea Products margins; expectation of higher consolidated operating income on relatively flat revenue in the second half of 2017, relative to the first half of 2017, and expected contributions of its segments to those operating results; expectation for the full year of 2017 to be marginally profitable at the operating income line on a consolidated basis; beliefs about deepwater investment and improving demand for its services and products; and intention 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, while providing a dividend to shareholders. 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 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


                                                                                                                                                  Jun 30, 2017             Dec 31, 2016
                                                                                                                                                  ------------             ------------

                                                                                                                                   (in thousands)

    ASSETS

                Current Assets (including cash and
                cash equivalents of $482,339 and
                  $450,193)                                                $1,261,705                                         $1,262,595

                Net Property and
                Equipment                                                                1,100,190                                        1,153,258

               Other Assets                                                                                 729,906                               714,462


                                TOTAL ASSETS                                                         $3,091,801                                         $3,130,315
                                                                                                     ==========                                         ==========


    LIABILITIES AND SHAREHOLDERS' EQUITY

                Current
                Liabilities                                                                                           $482,906                                     $508,364

               Long-term Debt                                                                               794,099                               793,058

                Other Long-term
                Liabilities                                                   323,651                               312,250

                Shareholders'
                Equity                                                                                    1,491,145                             1,516,643


                                 TOTAL LIABILITIES AND
                                 SHAREHOLDERS' EQUITY                               $3,091,801                                         $3,130,315
                                                                                  ==========                                         ==========

                                                                                                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                                       For the Three Months Ended                                                 For the Six Months Ended

                                                                                                  Jun 30, 2017              Jun 30, 2016                Mar 31, 2017               Jun 30, 2017                     Jun 30, 2016
                                                                                                  ------------              ------------                ------------               ------------                     ------------

                                                                                                                                           (in thousands, except per share amounts)


                                         Revenue                                                      $515,036                                               $625,539                                              $446,176                             $961,212           $1,233,883

                                          Cost of services and
                                          products                   461,465           530,306                                   401,321                                  862,786                                 1,041,170


                                         Gross Margin                 53,571            95,233                                    44,855                                   98,426                                   192,713

                                          Selling, general and
                                          administrative
                                          expense                     44,181            56,853                                    45,005                                   89,186                                   106,234


                                          Income (loss)
                                          from
                                          Operations                            9,390                    38,380                                   (150)                                     9,240                                86,479

                                          Interest
                                          income                                          2,045                                     1,442                                    1,337                                     3,382                   1,737

                                          Interest
                                          expense                                       (7,599)                                  (6,207)                                 (6,268)                                 (13,867)               (12,599)

                                          Equity earnings
                                          (losses) of
                                          unconsolidated
                                          affiliates                   (394)              263                                     (980)                                 (1,374)                                      789

                                          Other income
                                          (expense), net                (58)          (1,405)                                  (2,556)                                 (2,614)                                  (7,393)


                                          Income before
                                          Income Taxes                 3,384            32,473                                   (8,617)                                 (5,233)                                   69,013

                                          Provision for income
                                          taxes (benefit)              1,252            10,164                                   (1,083)                                     169                                    21,601


                                         Net Income (loss)                   $2,132                              $22,309                                                $(7,534)                                            $(5,402)                             $47,412
                                                                             ======                              =======                                                 =======                                              =======                              =======


    Weighted average diluted shares outstanding                                                  98,751                                  98,424                                     98,138                                98,201                    98,355

    Diluted Earnings (Loss) per Share                          $0.02                       $0.23                                                $(0.08)                                                $(0.06)                               $0.48

      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 Six Months Ended

                                                                                Jun 30, 2017                Jun 30, 2016             Mar 31, 2017               Jun 30, 2017          Jun 30, 2016
                                                                                ------------                ------------             ------------               ------------          ------------

                                                                                                                                  ($ in thousands)


    Remotely Operated Vehicles                                 Revenue                         $103,432                                             $139,641                                            $94,022                        $197,454               $287,262

                                 Gross Margin                                        $16,659                                               $26,925                                           $13,022                         $29,681               $62,247

                                                   Operating Income                            $10,376                                              $18,020                                             $5,925                         $16,301                $45,007

                                                 Operating Income %                10%                                   13%                                        6%                                 8%                16%

                               Days available                            25,300                                    28,959                                25,219                                50,519              57,778

                                Days utilized                            12,267                                    16,057                                11,488                                23,755              32,062

                                  Utilization                               48%                                      55%                                  46%                                  47%                55%


    Subsea Products                                            Revenue                         $174,893                                             $190,897                                           $150,639                        $325,532               $385,709

                                 Gross Margin                                        $22,762                                               $42,728                                           $24,991                         $47,753               $98,864

                                                   Operating Income                            $10,552                                              $25,121                                            $11,483                         $22,035                $65,761

                                                 Operating Income %                 6%                                   13%                                        8%                                 7%                17%

                                           Backlog at end of period                           $328,000                                             $503,000                                           $407,000                        $328,000               $503,000


    Subsea Projects                                            Revenue                          $75,545                                             $138,662                                            $62,956                        $138,501               $268,084

                                 Gross Margin                                         $6,462                                               $14,317                                            $4,024                         $10,486               $25,826

                                                   Operating Income                             $3,000                                              $10,237                                               $187                          $3,187                $17,026

                                                 Operating Income %                 4%                                    7%                                         -       %                         2%                 6%


    Asset Integrity                                              Revenue                          $58,192                                              $73,864                                            $52,658                        $110,850               $143,464

                                 Gross Margin                                        $10,004                                               $10,096                                            $8,381                         $18,385               $17,439

                                            Operating Income (Loss)                             $3,755                                               $(805)                                            $2,267                          $6,022                 $(371)

                                          Operating Income (Loss) %                 6%                                  (1)%                                        4%                                 5%                  -           %


    Advanced Technologies                                      Revenue                         $102,974                                              $82,475                                            $85,901                        $188,875               $149,364

                                 Gross Margin                                        $14,133                                               $10,600                                           $10,072                         $24,205               $16,427

                                                   Operating Income                             $7,632                                               $5,528                                             $5,026                         $12,658                 $6,121

                                                 Operating Income %                 7%                                    7%                                        6%                                 7%                 4%


    Unallocated Expenses

                                                       Gross margin                          $(16,449)                                            $(9,433)                                         $(15,635)                      $(32,084)             $(28,090)

                                                   Operating income                          $(25,925)                                           $(19,721)                                         $(25,038)                      $(50,963)             $(47,065)


    TOTAL                                                        Revenue                         $515,036                                             $625,539                                           $446,176                        $961,212             $1,233,883

                                 Gross Margin                                        $53,571                                               $95,233                                           $44,855                         $98,426              $192,713

                                            Operating Income (Loss)                             $9,390                                              $38,380                                             $(150)                         $9,240                $86,479

                                                 Operating Income %                 2%                                    6%                                         -       %                         1%                 7%

                                                                          SELECTED CASH FLOW INFORMATION


                                                                          For the Three Months Ended                                For the Six Months Ended

                                                       Jun 30, 2017             Jun 30, 2016               Mar 31, 2017           Jun 30, 2017                 Jun 30, 2016
                                                       ------------             ------------               ------------           ------------                 ------------

                                                                                                    (in thousands)


    Capital expenditures, including
     acquisitions                              $23,493                                            $31,738                                  $17,807                           $41,300                 $52,944
                                               =======                                            =======                                  =======                           =======                 =======


    Depreciation and Amortization:

    Oilfield

                                    Remotely
                                    Operated
                                    Vehicles                $29,036                                              $34,026                              $29,229                         $58,265                $67,710

                                    Subsea
                                    Products    12,785                                 12,952                              12,999                       25,784                 25,759

                                    Subsea
                                    Projects     7,781                                  8,353                               8,080                       15,861                 16,872

                                    Asset
                                    Integrity    1,780                                  2,843                               1,460                        3,240                  5,756


    Total Oilfield                            51,382                                 58,174                              51,768                      103,150                116,097

    Advanced Technologies                                             784                                        806                       797                       1,581                    1,540

    Unallocated Expenses                                            1,138                                        999                     1,098                       2,236                    2,123
                                                                                                                ---

             Total depreciation and
                       amortization            $53,304                                            $59,979                                  $53,663                          $106,967                $119,760
                                               =======                                            =======                                  =======                          ========                ========

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.


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


                                                                                                                             For the Three Months Ended
                                                                                                                             --------------------------

                                                                                           Jun 30, 2017                                Jun 30, 2016                          Mar 31, 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                     $2,132                               $0.02                                     $22,309                                           $0.23                           $(7,534)          $(0.08)
                                                          ------                               =====                                     -------                                           =====                            -------            ======

    Pre tax adjustments for the effects of:

                                            Allowance for
                                            bad debts               -                                                5,757                                                      -

                                            Foreign
                                            currency
                                            (gains)
                                            losses               (20)                                                1,218                                                  2,153


    Total pre tax adjustments                                                   (20)                                                6,975                                                        2,153
                                                                                 ---                                                 -----                                                        -----


    Tax effect on pre tax
     adjustments at the 35%
     statutory rate                                                                  7                                               (2,441)                                                        (754)
                                                                                   ---                                                ------                                                         ----


    Discrete tax items                                                             -                                                                                               2,106
                                                                                 ---                                                                                               -----


                                            Total of
                                            adjustments          (13)                                                4,534                                                  3,505

                                                 Adjusted
                                                  amounts             $2,119                                          $0.02                                         $26,843                                      $0.27              $(4,029)          $(0.04)


                                                                               EBITDA and EBITDA Margins


                                                     For the Three Months Ended                                            For the Six Months Ended

                                        Jun 30, 2017      Jun 30, 2016                Mar 31, 2017                   Jun 30, 2017                         Jun 30, 2016
                                        ------------      ------------                ------------                   ------------                         ------------

                                                                               ($ in thousands)


    Net Income (Loss)            $2,132                                      $22,309                                          $(7,534)                                 $(5,402)                $47,412

    Depreciation and
     Amortization                          53,304                          59,979                               53,663                                 106,967                      119,760
                                           ------                          ------                               ------                                 -------                      -------

                      Subtotal   55,436                          82,288                                  46,129                              101,565                      167,172

    Interest Expense,
     net of Interest
     Income                                 5,554                           4,765                                4,931                                  10,485                       10,862

    Amortization
     included in
     Interest Expense                       (283)                          (286)                               (283)                                  (566)                       (573)

    Provision for
     Income Taxes
     (Benefit)                              1,252                          10,164                              (1,083)                                     169                       21,601
                                            -----                          ------                               ------                                     ---                       ------

                      EBITDA                 $61,959                                        $96,931                                         $49,694                                  $111,653            $199,062



    Revenue                    $515,036                                     $625,539                                          $446,176                                  $961,212              $1,233,883
                               ========                                     ========                                          ========                                  ========              ==========


    EBITDA margin %                        12%                            15%                                 11%                                    12%                         16%
                                              ===                             ===                                  ===                                     ===                          ===

                  Free Cash Flow


                                           For the Six Months Ended

                                     Jun 30, 2017              Jun 30, 2016
                                     ------------              ------------

                                                (in thousands)

    Net
     Income                              $(5,402)                           $47,412

     Depreciation
     and
     amortization            106,967                  119,760

     Other
     increases
     (decreases)
     in
     cash
     from
     operating
     activities                1,039                 (22,571)
                               -----                  -------

     Cash
     flow
     provided
     by
     operating
     activities              102,604                  144,601

     Purchases
     of
     property
     and
     equipment              (41,300)                (52,944)

     Free
     Cash
     Flow                                 $61,304                            $91,657
                                          =======                            =======


                                                                                                             Adjusted Operating Income and Margins by Segment


                                                                                                                              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 amounts                                            $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%



                                                                                                                        For the Three Months Ended June 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                                       $18,020                   $25,121                                         $10,237                                      $(805)                          $5,528            $(19,721)                 $38,380
                                                                -------                   -------                                         -------                                       -----                           ------             --------                  -------

    Adjustments for the effects of:

                                              Allowance for
                                              bad debts                 479                 1,826                                108                                  3,344                         -                        -     5,757

                                             Total of adjustments                    479                     1,826                                     108                          3,344                   -                    -                  5,757
                                                                                     ---                     -----                                     ---                          -----                 ---                  ---                  -----

    Adjusted amounts                                            $18,499                   $26,947                                         $10,345                                      $2,539                           $5,528            $(19,721)                 $44,137
                                                                =======                   =======                                         =======                                      ======                           ======             ========                  =======


    Revenue                                                    $139,641                  $190,897                                        $138,662                                     $73,864                          $82,475                            $625,539

    Operating income (loss) % as reported in
     accordance with GAAP                               13%                 13%                          7%                                (1)%                              7%                                         6%

    Operating income % using adjusted
     amounts                                            13%                 14%                          7%                                  3%                              7%                                         7%



                                                     For the Three Months Ended March 31, 2017

                       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            $5,925             $11,483                                             $187                 $2,267  $5,026 $(25,038)          $(150)
                          ======             =======                                             ====                 ======  ======  ========            =====

    Adjusted
     amounts              $5,925             $11,483                                             $187                 $2,267  $5,026 $(25,038)          $(150)
                          ======             =======                                             ====                 ======  ======  ========            =====



    Revenue              $94,022            $150,639                                          $62,956                $52,658 $85,901           $446,176

    Operating
     income (loss)
     % as reported
     in accordance
     with GAAP      6%                 8%                     -   %                              4%            6%              -   %

    Operating
     income % using
     adjusted
     amounts        6%                 8%                     -   %                              4%            6%              -   %


                                                                                                             Adjusted Operating Income and Margins by Segment


                                                                                                                                    For the Six 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                                     $16,301                   $22,035                                          $3,187                                  $6,022                               $12,658                    $(50,963)                    $9,240
                                                              =======                   =======                                          ======                                  ======                               =======                     ========                     ======

    Adjusted amounts                                          $16,301                   $22,035                                          $3,187                                  $6,022                               $12,658                    $(50,963)                    $9,240
                                                              =======                   =======                                          ======                                  ======                               =======                     ========                     ======


    Revenue                                                  $197,454                  $325,532                                        $138,501                                $110,850                              $188,875                                      $961,212

    Operating income % as reported in
     accordance with GAAP                              8%                  7%                          2%                                  5%                              7%                                          1%

    Operating income % using adjusted
     amounts                                           8%                  7%                          2%                                  5%                              7%                                          1%


                                                                                                                            For the Six Months Ended June 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                                     $45,007                   $65,761                                         $17,026                                  $(371)                               $6,121                    $(47,065)                   $86,479
                                                              -------                   -------                                         -------                                   -----                                ------                     --------                    -------

    Adjustments for the effects of:

                                            Allowance for
                                            bad debts                 479                 1,826                                108                                3,344                          -                          -             5,757

                                            Fixed asset
                                            write-offs                  -                    -                                 -                                   -                           -                        -                 -


                                           Total of adjustments                    479                     1,826                                     108                      3,344                                -                    -                  5,757
                                                                                   ---                     -----                                     ---                      -----                              ---                  ---                  -----

    Adjusted amounts                                          $45,486                   $67,587                                         $17,134                                  $2,973                                $6,121                    $(47,065)                   $92,236
                                                              =======                   =======                                         =======                                  ======                                ======                     ========                    =======


    Revenue                                                  $287,262                  $385,709                                        $268,084                                $143,464                              $149,364                                    $1,233,883

    Operating income % as reported in
     accordance with GAAP                             16%                 17%                          6%                                   -   %                          4%                                          7%

    Operating income % using adjusted
     amounts                                          16%                 18%                          6%                                  2%                              4%                                          7%


                                                                                                         EBITDA and Adjusted EBITDA and Margins by Segment


                                                                                                                                                For the Three Months Ended June 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                             $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)


                                             Total of adjustments           -                                       -                                          -                           -                        -               (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


                                                                                     For the Three Months Ended June 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                             $18,020                        $25,121                                       $10,237                                       $(805)                      $5,528                        $(19,721)                      $38,380
                                                      -------                        -------                                       -------                                        -----                       ------                         --------                       -------

    Adjustments for the effects of:

                                              Depreciation and
                                              amortization             34,026                                   12,952                                       8,353                        2,843                       806                 999                      59,979

                                             Other pre-tax                  -                                       -                                          -                           -                        -            (1,428)                     (1,428)


                                             EBITDA                    52,046                                   38,073                                      18,590                        2,038                     6,334            (20,150)                     96,931


    Adjustments for the effects of:

                                              Allowance for
                                              bad debts                   479                                    1,826                                         108                        3,344                         -                  -                      5,757

                                              Foreign currency
                                              (gains) losses                 -                                       -                                          -                           -                        -              1,219                       1,219


                                             Total of adjustments         479                                    1,826                                         108                        3,344                         -              1,219                       6,976
                                                                          ---                                    -----                                         ---                        -----                       ---              -----                       -----

    Adjusted EBITDA                                   $52,525                        $39,899                                       $18,698                                       $5,382                       $6,334                        $(18,931)                     $103,907
                                                      =======                        =======                                       =======                                       ======                       ======                         ========                      ========


    Revenue                                          $139,641                       $190,897                                      $138,662                                      $73,864                      $82,475                                       $625,539

    Operating income (loss) % as reported in
     accordance with GAAP                                13%                          13%                                          7%                                       (1)%                         7%                                          6%

    EBITDA Margin                                        37%                          20%                                         13%                                         3%                         8%                                       15%

    Adjusted EBITDA Margin                               38%                          21%                                         13%                                         7%                         8%                                       17%


                                                                                                                       EBITDA and Adjusted EBITDA and Margins by Segment




                                                                                  For the Three Months Ended March 31, 2017
                                                                                  -----------------------------------------

                                       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                $5,925                                  $11,483                                              $187                              $2,267        $5,026                     $(25,038)           $(150)
                                                     ------                                  -------                                              ----                              ------        ------                      --------             -----

    Adjustments for the effects of:

                                      Depreciation and amortization         29,229                                 12,999                                  8,080                 1,460       797                1,098        53,663

                                      Other pre-tax                              -                                     -                                     -                    -        -             (3,819)      (3,819)


                                      EBITDA                                35,154                                 24,482                                  8,267                 3,727     5,823             (27,759)       49,694


    Adjustments for the effects of:

                                      Foreign currency (gains) losses             -                                     -                                     -                    -        -               2,153         2,153


    Adjusted EBITDA                                 $35,154                                  $24,482                                            $8,267                              $3,727        $5,823                     $(25,606)          $51,847
                                                    =======                                  =======                                            ======                              ======        ======                      ========           =======


    Revenue                                         $94,022                                 $150,639                                           $62,956                             $52,658       $85,901                               $446,176

    Operating income % as reported in
     accordance with GAAP                     6%                         8%                                    -   %                              4%                          6%                   -   %

    EBITDA Margin                            37%                        16%                                  13%                                  7%                          7%                 11%

    Adjusted EBITDA Margin                   37%                        16%                                  13%                                  7%                          7%                 12%


                                                                                                                        EBITDA and Adjusted EBITDA and Margins by Segment


                                                                                            For the Six Months Ended June 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                                        $16,301                               $22,035                                              $3,187                              $6,022                    $12,658                      $(50,963)              $9,240
                                                                 -------                               -------                                              ------                              ------                    -------                       --------               ------

    Adjustments for the effects of:

                                            Depreciation and
                                            amortization                    58,265                      25,784                                 15,861                         3,240                     1,581                2,236         106,967

                                           Other pre-tax                         -                          -                                     -                            -                        -             (4,554)        (4,554)


                                           EBITDA                           74,566                      47,819                                 19,048                         9,262                    14,239             (53,281)        111,653


    Adjustments for the effects of:

                                            Foreign currency
                                            (gains) losses                       -                          -                                     -                            -                        -               2,133           2,133


                                           Total of adjustments                            -                                     -                                       -                    -                 -                  2,133           2,133
                                                                                         ---                                   ---                                     ---                  ---               ---                  -----           -----

    Adjusted EBITDA                                              $74,566                               $47,819                                             $19,048                              $9,262                    $14,239                      $(51,148)            $113,786
                                                                 =======                               =======                                             =======                              ======                    =======                       ========             ========


    Revenue                                                     $197,454                              $325,532                                            $138,501                            $110,850                   $188,875                                  $961,212

    Operating income % as reported in
     accordance with GAAP                                 8%                        7%                                  2%                                    5%                         7%                                1%

    EBITDA Margin                                        38%                       15%                                 14%                                    8%                         8%                               12%

    Adjusted EBITDA Margin                               38%                       15%                                 14%                                    8%                         8%                               12%


                                                                                        For the Six Months Ended June 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                                        $45,007                               $65,761                                             $17,026                              $(371)                    $6,121                      $(47,065)             $86,479
                                                                 -------                               -------                                             -------                               -----                     ------                       --------              -------

    Adjustments for the effects of:

                                            Depreciation and
                                            amortization                    67,710                      25,759                                 16,872                         5,756                     1,540                2,123         119,760

                                           Other pre-tax                         -                          -                                     -                            -                        -             (7,177)        (7,177)


                                           EBITDA                          112,717                      91,520                                 33,898                         5,385                     7,661             (52,119)        199,062


    Adjustments for the effects of:

                                            Allowance for
                                            bad debts                          479                       1,826                                    108                         3,344                         -                   -          5,757

                                            Foreign currency
                                            (gains) losses                       -                          -                                     -                            -                        -               7,103           7,103


                                           Total of adjustments                          479                                  1,826                                      108                 3,344                  -                  7,103          12,860
                                                                                         ---                                  -----                                      ---                 -----                ---                  -----          ------

    Adjusted EBITDA                                             $113,196                               $93,346                                             $34,006                              $8,729                     $7,661                      $(45,016)            $211,922
                                                                ========                               =======                                             =======                              ======                     ======                       ========             ========


    Revenue                                                     $287,262                              $385,709                                            $268,084                            $143,464                   $149,364                                $1,233,883

    Operating income % as reported in
     accordance with GAAP                                16%                       17%                                  6%                                     -   %                     4%                                7%

    EBITDA Margin                                        39%                       24%                                 13%                                    4%                         5%                               16%

    Adjusted EBITDA Margin                               39%                       24%                                 13%                                    6%                         5%                               17%

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SOURCE Oceaneering International, Inc.