Oceaneering International (OII) 8-K Oceaneering Reports Second Quarter 2010 Earnings

Exhibit 99.3

Reconciliation of non-GAAP measures used in the July 29, 2010 conference call:

	Three months ended March 31, 2010			Three months ended June 30, 2010
	(in thousands, except per share figures)
Net Income Attributable to Diluted Common Shares, as reported	$	39,061		$	54,147
Adjustments:
Impairment charge to reduce the carrying value ofThe Performerto its fair value		5,200			—
ROV operating income related to an insurance claim for a lost system		—			(3,500	)
Other income consisting of a termination fee earned as a stalking horse bidder in an asset auction		—			(2,100	)
Interest expense incurred to terminate an interest rate hedge		—			2,900
Pre tax total of adjustments		5,200			(2,700	)
Income tax effect at incremental rate of 35%		(1,820	)		945
Total adjustments, after income taxes		3,380			(1,755	)
Net Income Attributable to Diluted Common Shares, as adjusted	$	42,441		$	52,392
Weighted Average Number of Diluted Common Shares		55,224			55,185
Earnings per share, as adjusted	$	0.77		$	0.95
Earnings per share, as reported	$	0.71		$	0.98
Change as referenced in the conference call transcript	$	(0.06	)	$	0.03