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
                 2    4    , 2020.
104            Cover Page Interactive Data File (embedded within the Inline XBRL document).

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