September 24, 2020OCEANEERING INTERNATIONAL INCfalse000007375600000737562020-09-242020-09-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2020

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware			1-10945			95-2628227
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

11911 FM 529

Houston,

TX

77041

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (713) 329-4500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 11911 FM 529 Houston, TX 77041 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 329-4500 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value 00000737562020-09-242020-09-24 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 11911 FM 529 Houston, TX 77041 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 329-4500 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 11911 FM 529 Houston, TX 77041 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 329-4500 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.25 per share OII New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2): Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02    Results of Operations and Financial Condition. On September 24, 2020, Oceaneering International, Inc. ("Oceaneering") issued a press release announcing that, beginning with results for the quarter ending September 30, 2020, it will be reporting financial results consistent with its newly realigned operating segments. This realignment reflects how Oceaneering now manages its businesses, consistent with its ongoing efforts to achieve greater cost efficiencies. As part of this realignment, Oceaneering's reportable segments changed to: (1) Subsea Robotics, (2) Manufactured Products, (3) Offshore Project Groups, (4) Integrity Management & Digital Solutions, and (5) Aerospace and Defense Technologies. Historical quarterly and annual segment information will be recast to conform to the new reporting structure, which will be effective as of the third quarter of fiscal year 2020. A copy of the press release referred to above is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02. For informational purposes, included in Exhibit 99.1 to this report is historical unaudited segment financial information recast to reflect the segment changes for the first half of 2020. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. Item 9.01    Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release of Oceaneering International, Inc., dated September 24, 2020. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).           SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OCEANEERING INTERNATIONAL, INC. Date: September 24, 2020 By: /S/ WITLAND J. LEBLANC, JR. Witland J. LeBlanc, Jr. Vice President and Chief Accounting Officer OII New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2): Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02    Results of Operations and Financial Condition. On September 24, 2020, Oceaneering International, Inc. ("Oceaneering") issued a press release announcing that, beginning with results for the quarter ending September 30, 2020, it will be reporting financial results consistent with its newly realigned operating segments. This realignment reflects how Oceaneering now manages its businesses, consistent with its ongoing efforts to achieve greater cost efficiencies. As part of this realignment, Oceaneering's reportable segments changed to: (1) Subsea Robotics, (2) Manufactured Products, (3) Offshore Project Groups, (4) Integrity Management & Digital Solutions, and (5) Aerospace and Defense Technologies. Historical quarterly and annual segment information will be recast to conform to the new reporting structure, which will be effective as of the third quarter of fiscal year 2020. A copy of the press release referred to above is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02. For informational purposes, included in Exhibit 99.1 to this report is historical unaudited segment financial information recast to reflect the segment changes for the first half of 2020. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. Item 9.01    Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release of Oceaneering International, Inc., dated September 24, 2020. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).           SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OCEANEERING INTERNATIONAL, INC. Date: September 24, 2020 By: /S/ WITLAND J. LEBLANC, JR. Witland J. LeBlanc, Jr. Vice President and Chief Accounting Officer OII New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2): Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02    Results of Operations and Financial Condition. On September 24, 2020, Oceaneering International, Inc. ("Oceaneering") issued a press release announcing that, beginning with results for the quarter ending September 30, 2020, it will be reporting financial results consistent with its newly realigned operating segments. This realignment reflects how Oceaneering now manages its businesses, consistent with its ongoing efforts to achieve greater cost efficiencies. As part of this realignment, Oceaneering's reportable segments changed to: (1) Subsea Robotics, (2) Manufactured Products, (3) Offshore Project Groups, (4) Integrity Management & Digital Solutions, and (5) Aerospace and Defense Technologies. Historical quarterly and annual segment information will be recast to conform to the new reporting structure, which will be effective as of the third quarter of fiscal year 2020. A copy of the press release referred to above is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02. For informational purposes, included in Exhibit 99.1 to this report is historical unaudited segment financial information recast to reflect the segment changes for the first half of 2020. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. Item 9.01    Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release of Oceaneering International, Inc., dated September 24, 2020. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).           SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OCEANEERING INTERNATIONAL, INC. Date: September 24, 2020 By: /S/ WITLAND J. LEBLANC, JR. Witland J. LeBlanc, Jr. Vice President and Chief Accounting Officer			OII			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

---

Item 2.02    Results of Operations and Financial Condition.

On September 24, 2020, Oceaneering International, Inc. ("Oceaneering") issued a press release announcing that, beginning with results for the quarter ending September 30, 2020, it will be reporting financial results consistent with its newly realigned operating segments. This realignment reflects how Oceaneering now manages its businesses, consistent with its ongoing efforts to achieve greater cost efficiencies.

As part of this realignment, Oceaneering's reportable segments changed to: (1) Subsea Robotics, (2) Manufactured Products, (3) Offshore Project Groups, (4) Integrity Management & Digital Solutions, and (5) Aerospace and Defense Technologies. Historical quarterly and annual segment information will be recast to conform to the new reporting structure, which will be effective as of the third quarter of fiscal year 2020.

A copy of the press release referred to above is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02. For informational purposes, included in Exhibit 99.1 to this report is historical unaudited segment financial information recast to reflect the segment changes for the first half of 2020.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

99.1			Press Release of Oceaneering International, Inc., dated September 24, 2020.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

    

    

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									OCEANEERING INTERNATIONAL, INC.
Date:			September 24, 2020			By:			/S/ WITLAND J. LEBLANC, JR.
									Witland J. LeBlanc, Jr.
									Vice President and Chief Accounting Officer

Exhibit 99.1

Oceaneering Announces Realigned Reporting Segments

•Reorganized business units leverage common attributes to drive increased value

HOUSTON, September 24, 2020 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today announced that, beginning with results for the quarter ending September 30, 2020, it will be reporting financial results consistent with its newly realigned operating segments. This realignment reflects how Oceaneering now manages its businesses and supports its ongoing efforts to achieve greater cost efficiencies.

Rod Larson, President and Chief Executive Officer of Oceaneering, stated, "An integral part of our cost-savings effort has focused on exploiting synergies within our businesses. As a result of this effort, we have reorganized our business units into segments that better leverage common attributes, which we believe will drive increased value for our customers and our shareholders. The new structure organizes the company’s business units around five operating segments, as follows:

•Subsea Robotics - Our Subsea Robotics (“SSR”) segment consists of our prior Remotely Operated Vehicles (“ROV”) segment, and ROV tooling (previously in our Subsea Products segment) and survey services (previously in our Subsea Projects segment). Senior Vice President, Martin J. McDonald is leading this segment.

•Manufactured Products - Our Manufactured Products (“MP”) segment consists of our manufactured products business (previously in our Subsea Products segment), and theme park entertainment systems and automated guided vehicles (“AGV”) (previously in our Advanced Technologies segment). The alignment of entertainment systems and AGV with our manufactured products business allows us to leverage our manufacturing and project management expertise in these commercial businesses. Senior Vice President, Shaun R. Roedel is leading this segment.

•Offshore Projects Group - Our Offshore Projects Group (“OPG”) segment consists of our prior Subsea Projects segment, less survey services and global data solutions, and our service and rental business, less ROV tooling (previously in our Subsea Products segment). This combination brings together business units that frequently work together and promotes increased efficiency in bidding, project management, and the use of offshore technicians. Senior Vice President, Benjamin M. Laura is leading this segment.

•Integrity Management & Digital Solutions - Our Integrity Management & Digital Solutions (“IMDS”) segment consists of our prior Asset Integrity segment and our global data solutions business (“GDS”) (previously in our Subsea Projects segment). The inclusion of GDS in this segment facilitates optimized digital and software solutions to our integrity management services. Senior Vice President, Kishore Sundararajan is leading this segment.

•Aerospace and Defense Technologies - Our Aerospace and Defense Technologies (“ADTech”) segment consists of our government business (previously in our Advanced Technologies segment), focused on defense subsea technologies, marine services, and space systems. Senior Vice President, Philip G. Beierl is leading this segment.

“We are confident that this realignment will promote increased efficiencies and contribute meaningfully to our previously announced cost-reduction objectives.”

A table depicting Oceaneering’s realigned reporting segments follows. The impact on Oceaneering’s 2020 first half reported financial results is detailed in the attached tables as well.

1

---

Statements in this press release that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking. The forward-looking statements in this press release include the statements concerning Oceaneering’s beliefs that its realigned business segments will: drive increased value; leverage expertise; and promote increased efficiencies and cost-reduction objectives. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on current information and expectations of Oceaneering that involve a number of risks, uncertainties, and assumptions affecting Oceaneering’s business, including risks typically attendant to changes in management and reporting structures. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. These and other risks are more fully described in Oceaneering’s latest annual report on Form 10-K and its other periodic filings with the Securities and Exchange Commission.

Oceaneering is a global provider of engineered services and products, primarily to the offshore energy industry. 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:

Mark Peterson

Vice President, Corporate Development and Investor Relations

Oceaneering International, Inc.

713-329-4507

investorrelations@oceaneering.com

- Financial Tables follow on next page -

2

---

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

NEW SEGMENTS

Subsea Robotics (SSR)

Manufactured Products (MP)

Offshore Projects Group (OPG)

Integrity Management & Digital Solutions (IMDS)

Aerospace and Defense Technologies (ADTech)

ROV ROV Tooling Survey Services (survey, positioning, and geoscience)

Distribution Systems Connection Systems Entertainment Systems (theme parks) AGV Solutions

Vessels Offshore Services Route clearance & trenching Service & Rental (well intervention, Installation Workover Control Systems (IWOCS), large work packages)

Non-destructive Testing (NDT) Inspection Integrity Management Digital Solutions: Maritime Shipping and GDS

Defense Subsea Technologies Marine Services Space Systems

Business remains in renamed segment Business shifted from different segment

3

---

SEGMENT INFORMATION (RECAST)
																		For the Three Months Ended																														For the Six Months Ended
																		Jun 30, 2020						Jun 30, 2019						Mar 31, 2020						Jun 30, 2020						Jun 30, 2019
																		($ in thousands)
Subsea Robotics
												Revenue									$	119,234					$	152,450					$	139,770					$	259,004					$	281,056
			Gross margin																					$	21,324					$	25,458					$	19,473					$	40,797					$	39,046
Operating income (loss)																											$	11,662					$	14,714					$	(94,083)					$	(82,421)					$	17,820
Operating income (loss) %																											10		%				10		%				(67)		%				(32)		%				6		%
			ROV Days available																					22,750						25,006						22,750						45,500						49,512
			ROV Days utilized																					13,501						15,423						14,853						28,354						28,365
			ROV Utilization																					59		%				62		%				65		%				62		%				57		%
Manufactured Products
												Revenue									$	100,570					$	116,964					$	166,534					$	267,104					$	220,001
			Gross margin																					$	13,679					$	13,693					$	17,949					$	31,628					$	22,931
Operating income (loss)																											$	3,865					$	3,542					$	(66,138)					$	(62,273)					$	3,228
Operating income (loss) %																											4		%				3		%				(40)		%				(23)		%				1		%
Backlog at end of period																											$	380,000					$	570,000					$	427,000					$	380,000					$	570,000
Offshore Projects Group
												Revenue									$	73,840					$	84,585					$	74,254					$	148,094					$	200,078
			Gross margin																					$	3,170					$	2,853					$	2,095					$	5,265					$	11,826
Operating income (loss)																											$	(4,135)					$	(5,027)					$	(79,323)					$	(83,458)					$	(2,758)
Operating income (loss) %																											(6)		%				(6)		%				(107)		%				(56)		%				(1)		%
Integrity Management & Digital Solutions
												Revenue									$	53,969					$	66,857					$	64,729					$	118,698					$	132,725
			Gross margin																					$	5,455					$	7,773					$	9,792					$	15,247					$	14,882
Operating income (loss)																											$	(1,825)					$	(464)					$	(121,535)					$	(123,360)					$	(1,948)
Operating income (loss) %																											(3)		%				(1)		%				(188)		%				(104)		%				(1)		%
Aerospace and Defense Technologies
												Revenue									$	79,603					$	74,925					$	91,381					$	170,984					$	155,807
			Gross margin																					$	17,313					$	13,893					$	17,485					$	34,798					$	27,274
Operating income (loss)																											$	13,430					$	9,362					$	12,971					$	26,401					$	18,505
Operating income (loss) %																											17		%				12		%				14		%				15		%				12		%
Unallocated Expenses
			Gross margin																					$	(18,404)					$	(21,687)					$	(20,042)					$	(38,446)					$	(46,389)
Operating income (loss)																											$	(28,179)					$	(31,762)					$	(32,649)					$	(60,828)					$	(66,196)
Total
									Revenue									$	427,216					$	495,781					$	536,668					$	963,884					$	989,667
			Gross margin																					$	42,537					$	41,983					$	46,752					$	89,289					$	69,570
Operating income (loss)																											$	(5,182)					$	(9,635)					$	(380,757)					$	(385,939)					$	(31,349)
Operating income (loss) %																											(1)		%				(2)		%				(71)		%				(40)		%				(3)		%
The above Segment Information does not include adjustments for non-recurring transactions. See the tables in our Reconciliations of Non-GAAP to GAAP Financial Information section for financial measures that management considers representative of our ongoing operations.

4

---

SELECTED CASH FLOW INFORMATION (RECAST)
																		For the Three Months Ended																														For the Six Months Ended
																		Jun 30, 2020						Jun 30, 2019						Mar 31, 2020						Jun 30, 2020						Jun 30, 2019
																		(in thousands)
Capital Expenditures, including Acquisitions																											$	10,631					$	40,898					$	27,229					$	37,860					$	70,862
Depreciation and amortization:
Energy Services and Products
			Subsea Robotics																					$	25,080					$	31,640					$	139,187					$	164,267					$	64,827
			Manufactured Products																					3,587						4,987						15,964						19,551						10,033
			Offshore Projects Group																					8,255						9,826						74,907						83,162						20,148
			Integrity Management & Digital Solutions																					757						2,025						124,343						125,100						4,083
Total Energy Services and Products																											37,679						48,478						354,401						392,080						99,091
Aerospace and Defense Technologies																											658						644						687						1,345						1,358
Unallocated Expenses																											361						1,182						1,108						1,469						2,341
Total Depreciation and Amortization																											$	38,698					$	50,304					$	356,196					$	394,894					$	102,790
Goodwill and long-lived asset impairment expense, reflected in the depreciation and amortization expense above, was $310 million in the three months ended March 31, 2020 and the six months ended June 30, 2020.

5

---

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 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 included disclosures by segment of Adjusted Operating Income and Margins, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA Margins, Adjusted EBITDA and Adjusted EBITDA Margins. We define EBITDA Margin as EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margins as well as Adjusted Operating Income and Margin and related information by segment exclude the effects of certain specified items, as set forth in the tables that follow. EBITDA and EBITDA Margins, Adjusted EBITDA and Adjusted EBITDA Margins, and Adjusted Operating Income and Margin and related information by segment are each non-GAAP financial measures. We have included these disclosures in this press release because EBITDA and EBITDA Margins 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 and EBITDA Margins (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.

6

---

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Operating Income (Loss) and Margins by Segment (Recast)
												For the Three Months Ended June 30, 2020
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	11,662					$	3,865					$	(4,135)					$	(1,825)					$	13,430					$	(28,179)					$	(5,182)
Adjustments for the effects of:
			Restructuring expenses and other												1,380						1,212						1,405						1,536						—						175						5,708
						Total of adjustments						1,380						1,212						1,405						1,536						—						175						5,708
Adjusted Operating Income (Loss)																		$	13,042					$	5,077					$	(2,730)					$	(289)					$	13,430					$	(28,004)					$	526
Revenue																		$	119,234					$	100,570					$	73,840					$	53,969					$	79,603											$	427,216
Operating income (loss) % as reported in accordance with GAAP																		10		%				4		%				(6)		%				(3)		%				17		%										(1)		%
Operating income (loss)% using adjusted amounts																		11		%				5		%				(4)		%				(1)		%				17		%										—		%
												For the Three Months Ended June 30, 2019
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	14,714					$	3,542					$	(5,027)					$	(464)					$	9,362					$	(31,762)					$	(9,635)
Adjusted Operating Income (Loss)																		$	14,714					$	3,542					$	(5,027)					$	(464)					$	9,362					$	(31,762)					$	(9,635)
Revenue																		$	152,450					$	116,964					$	84,585					$	66,857					$	74,925											$	495,781
Operating income (loss) % as reported in accordance with GAAP																		10		%				3		%				(6)		%				(1)		%				12		%										(2)		%
Operating income (loss)% using adjusted amounts																		10		%				3		%				(6)		%				(1)		%				12		%										(2)		%

7

---

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Operating Income (Loss) and Margins by Segment (Recast)
												For the Three Months Ended March 31, 2020
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	(94,083)					$	(66,138)					$	(79,323)					$	(121,535)					$	12,971					$	(32,649)					$	(380,757)
Adjustments for the effects of:
			Long-lived assets impairments												—						61,074						7,522						167						—						—						68,763
			Long-lived assets write-offs												7,328						—						—						—						—						—						7,328
			Goodwill impairment												102,118						11,388						66,285						123,214						—						—						303,005
			Restructuring expenses and other												919						1,984						1,216						2,231						—						280						6,630
						Total of adjustments						110,365						74,446						75,023						125,612						—						280						385,726
Adjusted Operating Income (Loss)																		$	16,282					$	8,308					$	(4,300)					$	4,077					$	12,971					$	(32,369)					$	4,969
Revenue																		$	139,770					$	166,534					$	74,254					$	64,729					$	91,381											$	536,668
Operating income (loss) % as reported in accordance with GAAP																		(67)		%				(40)		%				(107)		%				(188)		%				14		%										(71)		%
Operating income (loss) % using adjusted amounts																		12		%				5		%				(6)		%				6		%				14		%										1		%

8

---

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Operating Income (Loss) and Margins by Segment (Recast)
												For the Six Months Ended June 30, 2020
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	(82,421)					$	(62,273)					$	(83,458)					$	(123,360)					$	26,401					$	(60,828)					$	(385,939)
Adjustments for the effects of:
			Long-lived assets impairments												—						61,074						7,522						167						—						—						68,763
			Long-lived assets write-offs												7,328						—						—						—						—						—						7,328
			Goodwill impairment												102,118						11,388						66,285						123,214						—						—						303,005
			Restructuring expenses and other												2,299						3,196						2,621						3,767						—						455						12,338
						Total of adjustments						111,745						75,658						76,428						127,148						—						455						391,434
Adjusted Operating Income (Loss)																		$	29,324					$	13,385					$	(7,030)					$	3,788					$	26,401					$	(60,373)					$	5,495
Revenue																		$	259,004					$	267,104					$	148,094					$	118,698					$	170,984											$	963,884
Operating income (loss) % as reported in accordance with GAAP																		(32)		%				(23)		%				(56)		%				(104)		%				15		%										(40)		%
Operating income (loss)% using adjusted amounts																		11		%				5		%				(5)		%				3		%				15		%										1		%
												For the Six Months Ended June 30, 2019
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	17,820					$	3,228					$	(2,758)					$	(1,948)					$	18,505					$	(66,196)					$	(31,349)
Adjusted Operating Income (Loss)																		$	17,820					$	3,228					$	(2,758)					$	(1,948)					$	18,505					$	(66,196)					$	(31,349)
Revenue																		$	281,056					$	220,001					$	200,078					$	132,725					$	155,807											$	989,667
Operating income (loss) % as reported in accordance with GAAP																		6		%				1		%				(1)		%				(1)		%				12		%										(3)		%
Operating income (loss)% using adjusted amounts																		6		%				1		%				(1)		%				(1)		%				12		%										(3)		%

9

---

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment (Recast)
												For the Three Months Ended June 30, 2020
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses and other						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	11,662					$	3,865					$	(4,135)					$	(1,825)					$	13,430					$	(28,179)					$	(5,182)
Adjustments for the effects of:
			Depreciation and amortization												25,080						3,587						8,255						757						658						361						38,698
			Other pre-tax												—						—						—						—						—						(2,653)						(2,653)
			EBITDA												36,742						7,452						4,120						(1,068)						14,088						(30,471)						30,863
Adjustments for the effects of:
			Restructuring expenses and other												1,380						1,212						1,405						1,536						—						175						5,708
			Foreign currency (gains) losses												—						—						—						—						—						3,908						3,908
						Total of adjustments						1,380						1,212						1,405						1,536						—						4,083						9,616
Adjusted EBITDA																		$	38,122					$	8,664					$	5,525					$	468					$	14,088					$	(26,388)					$	40,479
Revenue																		$	119,234					$	100,570					$	73,840					$	53,969					$	79,603											$	427,216
Operating income (loss) % as reported in accordance with GAAP																		10		%				4		%				(6)		%				(3)		%				17		%										(1)		%
EBITDA Margin																		31		%				7		%				6		%				(2)		%				18		%										7		%
Adjusted EBITDA Margin																		32		%				9		%				7		%				1		%				18		%										9		%
												For the Three Months Ended June 30, 2019
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses and other						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	14,714					$	3,542					$	(5,027)					$	(464)					$	9,362					$	(31,762)					$	(9,635)
Adjustments for the effects of:
			Depreciation and amortization												31,640						4,987						9,826						2,025						644						1,182						50,304
			Other pre-tax												—						—						—						—						—						(328)						(328)
			EBITDA												46,354						8,529						4,799						1,561						10,006						(30,908)						40,341
Adjustments for the effects of:
			Foreign currency (gains) losses												—						—						—						—						—						(59)						(59)
						Total of adjustments						—						—						—						—						—						(59)						(59)
Adjusted EBITDA																		$	46,354					$	8,529					$	4,799					$	1,561					$	10,006					$	(30,967)					$	40,282
Revenue																		$	152,450					$	116,964					$	84,585					$	66,857					$	74,925											$	495,781
Operating income (loss) % as reported in accordance with GAAP																		10		%				3		%				(6)		%				(1)		%				12		%										(2)		%
EBITDA Margin																		30		%				7		%				6		%				2		%				13		%										8		%
Adjusted EBITDA Margin																		30		%				7		%				6		%				2		%				13		%										8		%

`

10

---

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment (Recast)
												For the Three Months Ended March 31, 2020
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses and other						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	(94,083)					$	(66,138)					$	(79,323)					$	(121,535)					$	12,971					$	(32,649)					$	(380,757)
Adjustments for the effects of:
			Depreciation and amortization												139,187						15,964						74,907						124,343						687						1,108						356,196
			Other pre-tax												—						—						—						—						—						(6,264)						(6,264)
			EBITDA												45,104						(50,174)						(4,416)						2,808						13,658						(37,805)						(30,825)
Adjustments for the effects of:
			Long-lived assets impairments												—						61,074						7,522						167						—						—						68,763
			Restructuring expenses and other												919						1,984						1,216						2,231						—						280						6,630
			Foreign currency (gains) losses												—						—						—						—						—						7,050						7,050
						Total of adjustments						919						63,058						8,738						2,398						—						7,330						82,443
Adjusted EBITDA																		$	46,023					$	12,884					$	4,322					$	5,206					$	13,658					$	(30,475)					$	51,618
Revenue																		$	139,770					$	166,534					$	74,254					$	64,729					$	91,381											$	536,668
Operating income (loss) % as reported in accordance with GAAP																		(67)		%				(40)		%				(107)		%				(188)		%				14		%										(71)		%
EBITDA Margin																		32		%				(30)		%				(6)		%				4		%				15		%										(6)		%
Adjusted EBITDA Margin																		33		%				8		%				6		%				8		%				15		%										10		%

11

---

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment (Recast)
												For the Six Months Ended June 30, 2020
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses and other						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	(82,421)					$	(62,273)					$	(83,458)					$	(123,360)					$	26,401					$	(60,828)					$	(385,939)
Adjustments for the effects of:
			Depreciation and amortization												164,267						19,551						83,162						125,100						1,345						1,469						394,894
			Other pre-tax												—						—						—						—						—						(8,917)						(8,917)
			EBITDA												81,846						(42,722)						(296)						1,740						27,746						(68,276)						38
Adjustments for the effects of:
			Long-lived assets impairments												—						61,074						7,522						167						—						—						68,763
			Restructuring expenses and other												2,299						3,196						2,621						3,767						—						455						12,338
			Foreign currency (gains) losses												—						—						—						—						—						10,958						10,958
						Total of adjustments						2,299						64,270						10,143						3,934						—						11,413						92,059
Adjusted EBITDA																		$	84,145					$	21,548					$	9,847					$	5,674					$	27,746					$	(56,863)					$	92,097
Revenue																		$	259,004					$	267,104					$	148,094					$	118,698					$	170,984											$	963,884
Operating income (loss) % as reported in accordance with GAAP																		(32)		%				(23)		%				(56)		%				(104)		%				15		%										(40)		%
EBITDA Margin																		32		%				(16)		%				—		%				1		%				16		%										—		%
Adjusted EBITDA Margin																		32		%				8		%				7		%				5		%				16		%										10		%
												For the Six Months Ended June 30, 2019
												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses and other						Total
												($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP																		$	17,820					$	3,228					$	(2,758)					$	(1,948)					$	18,505					$	(66,196)					$	(31,349)
Adjustments for the effects of:
			Depreciation and amortization												64,827						10,033						20,148						4,083						1,358						2,341						102,790
			Other pre-tax												—						—						—						—						—						(113)						(113)
			EBITDA												82,647						13,261						17,390						2,135						19,863						(63,968)						71,328
Adjustments for the effects of:
			Foreign currency (gains) losses												—						—						—						—						—						(673)						(673)
						Total of adjustments						—						—						—						—						—						(673)						(673)
Adjusted EBITDA																		$	82,647					$	13,261					$	17,390					$	2,135					$	19,863					$	(64,641)					$	70,655
Revenue																		$	281,056					$	220,001					$	200,078					$	132,725					$	155,807											$	989,667
Operating income (loss) % as reported in accordance with GAAP																		6		%				1		%				(1)		%				(1)		%				12		%										(3)		%
EBITDA Margin																		29		%				6		%				9		%				2		%				13		%										7		%
Adjusted EBITDA Margin																		29		%				6		%				9		%				2		%				13		%										7		%

12