8-K

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): November 30, 2009

Helix Energy Solutions Group, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction  of incorporation)	001-32936 (Commission File Number)	95-3409686 (IRS Employer Identification No.)
400 N. Sam Houston Parkway E., Suite 400 Houston, Texas (Address of principal executive offices)	281-618-0400 (Registrant’s telephone number, including area code)	77060 (Zip Code)

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 (see General Instruction A.2. below):

|_| 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))

Item 7.01 Regulation FD Disclosure.

On December 3, 2009, Helix Energy Solutions Group, Inc. (“Helix ESG”) representatives of Helix ESG will make a presentation at the Jeffries Energy Summit in New York, New York.  The presentation materials to be delivered at the conference are attached hereto as Exhibit 99.1 and incorporated by reference herein. The presentation materials will also be posted beginning at 4:00 p.m. (CST) on December 2, 2009 in the Presentations section under Investor Relations of Helix’s website, www.helixesg.com.

On November 30, 2009, Helix ESG issued a press release announcing new deepwater oil and gas discoveries in the Gulf of Mexico. Attached hereto as Exhibit 99.2, and incorporated by reference herein, is the press release.

This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.

Item 9.01   Financial Statements and Exhibits.

(c)           Exhibits.

Number                      Description

----------                      --------------

99.1   Jeffries Energy Summit Presentation.

99.2   Press release announcing Helix ESG’s Gulf of Mexico Discoveries.

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.

Date:           December 2, 2009

 HELIX ENERGY SOLUTIONS GROUP, INC.

 By:              /s/ Anthony Tripodo                                                                           

Anthony Tripodo

  Executive Vice President and

Chief Financial Officer

Index to Exhibits

Exhibit No.                                Description

99.1   Jeffries Energy SummitPresentation

99.2   Press release announcing Helix ESG’s Gulf of Mexico Discoveries.

EX-99.1

Changing the way you succeed.

December 2009

1

Well Enhancer and Seawell intervention vessels in Aberdeen, Scotland

Changing the way you succeed.

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934.All such statements, other than statements of
historical fact, are statements that could be deemed “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin,
expenses, earnings or losses from operations, or other financial items; future production volumes, results of
exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of
property or wells; any statements of the plans, strategies and objectives of management for future operations; any
statements concerning developments, performance or industry rankings; and any statements of assumptions
underlying any of the foregoing.Although we believe that the expectations set forth in these forward-looking
statements are reasonable, they do involve risks, uncertainties and assumptions that could cause our results to differ
materially from those expressed or implied by such forward-looking statements.The risks, uncertainties and
assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee
management issues; complexities of global political and economic developments; geologic risks and other risks
described from time to time in our reports filed with the Securities and Exchange Commission (“SEC”), including the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent quarterly reports
on Form 10-Q.You should not place undue reliance on these forward-looking statements which speak only as of the
date of this presentation and the associated press release.We assume no obligation or duty and do not intend to
update these forward-looking statements except as required by the securities laws.

The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC,
to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation
tests to be economically and legally producible under existing economic and operating conditions.Statements of
proved reserves are only estimates and may be imprecise.Any reserve estimates provided in this presentation that
are not specifically designated as being estimates of proved reserves may include not only proved reserves butalso
other categories of reserves that the SEC’s guidelines strictly prohibit the Company from including in filings with the
SEC.Investors are urged to consider closely the disclosure in the Company’s 2008 Form 10-K.

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Changing the way you succeed.

Helix Energy Solutions Group provides life-of-field
services and development solutions to offshore
energy producers worldwide. Helix actively reduces
finding and development costs through a unique mix
of offshore production assets, service
methodologies, and highly skilled personnel.

Owen Kratz

President and Chief Executive Officer

Presenter

3

Changing the way you succeed.

Historical Profile

• Deepwater subsea contracting

• Deepwater well intervention

• Robotics

• Oil and gas

• Deepwater

• Shelf

• Offshore production facilities

• Shelf contracting (Cal Dive)

• Reservoir evaluation and consulting

The Future

• Deepwater contracting services

• Well Intervention

• Robotics

• Subsea Construction

• Deepwater oil and gas

• Minimize exploration capex
and risk

• Offshore production facilities

The result:A company focused on
deepwater activities and a conservative balance sheet

Helix ESG: Transforming the Business Model

4

Changing the way you succeed.

Services For Each Stage of the Field Life Cycle

5

Changing the way you succeed.

Production Facilities

Marco Polo TLP (50%)

Independence Hub Semi (20%)

Helix Producer I (~87%) (2010)

Subsea
Construction

Pipelay
Intrepid
Express

Caesar- new to fleet

ROV
39 ROVs
2 ROV Drill Units
5 Chartered Vessels

5 Trenchers (200 - 2000hp)

Well Intervention

Q4000

Seawell

Well Enhancer- new to fleet

Mobile VDS/SILs

Helix Oil & Gas / ERT

GOM shelf and deepwater

PV-10 $1.9 billion @
12/31/2008

Proved reserves = 665 bcfe
(12/31/2008)

2009 projected production
43 - 47 bcfe

Helix Business Segments

6

Changing the way you succeed.

The Helix Fleet

7

Caesar departing for sea trials, Nantong, China

Changing the way you succeed.

MODU DP3 Q4000

MSV DP3 Well Enhancer

Helix provides well operation and decommissioning services with the Seawell riserless well
intervention vessel,the flagship Q4000 semisubmersible, the Well Enhancer wireline / slickline /
coiled tubing intervention vessel, and the Subsea Intervention Lubricator system.

SIL System

MSV DP2 Seawell

Well Intervention Assets

8

Changing the way you succeed.

DP Reel Lay Vessel
Express

DP S-Lay Vessel
Caesar

DP Reel Lay Vessel
Intrepid

Caesar’s onboard pipe welding and testing
capability allows the vessel to lay virtually
unlimited lengths of pipe up to 36” in diameter.

Helix’s flagship pipelay and subsea construction
vessel has established an extensive track record
of field installation projects around the world.

Intrepid has the flexibility to be deployed as a
pipelay, installation or saturation diving vessel.

Subsea Construction Vessels

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Changing the way you succeed.

Helix is an industry leading provider of ROV and subsea trenching services
to deepwater operators worldwide.

The Helix ROV fleet consists
of 39 vehicles, covering the
spectrum of deepwater
construction services.

The 600 hp Supertrencher II
system is designed to
operate at water depths in
excess of 6,500 feet.

The state of the art I-Trencher
system trenches, lays pipe up
to 16” in diameter, and backfills
in a single operation.

Helix ROV Systems

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Changing the way you succeed.

Island Pioneer

Olympic Triton

Olympic Canyon

Seacor Canyon

Northern Canyon

Chartered support vessels allows Helix to adjust the size and capability of its
fleet to cost-effectively meet industry demands.

ROV/Construction Support Vessel Fleet

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Changing the way you succeed.

•Installation completed of Disconnectable Turret
System (DTS) receptacle, external thruster
porches, cranes and all production modules

•DTS buoy installed on location by Q4000

•Installation of 2,500-ton production modules
completed; module interconnection underway

•Expect deployment in Phoenix field
in Q2 2010

HPI production module installation

Disconnectable
Transfer System

Helix Producer I FPU

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Changing the way you succeed.

Contracting Services

New shore base facility in Ingleside,Texas fully
operational

–Pipe stalk length 5,230 feet

–300’ x 700’slip can accommodate two
Helix Subsea Construction vessels side
by side

Welding of Helix Danny 36-mile
8 x 12-inch pipe-in-pipe began early August

Aerial view of Ingleside Shore Base

Helix Danny pipe welding

Automated pipe tension system

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Changing the way you succeed.

Helix Oil & Gas

14

Gunnison platform, Gulf of Mexico

Changing the way you succeed.

ERT Deepwater Portfolio

15

Legend:

Producing Field

Non Producing Field

Discovery

Prospect

Gunnison

Bushwood

Phoenix

Interests in 47 Deepwater Blocks -13 Developed, 34 Undeveloped

379 BCFE Proved Reserves- 32 MMCFE Net Daily Production

2.7 Net TCFE Un-Risked Reserve Potential, 1.0 TCFE Risked

Internal Prospect Generation via Large, In-House 3-D Seismic Library Large,
Recent Long Offset 3-D Seismic Database,+1,500 Blocks

Experienced Exploration/Drilling/Operations Team - 25+ years avg.

Changing the way you succeed.

•Proven Reserve, Undiscounted
Future Net Revenues:$2.6 billion
Undiscounted, Discounted PV-10:
$1.9 billion (pre-tax)

•665 Bcfe Proved Reserves

–379 Bcfe deepwater,
273 Bcfe shelf, 13 North Sea

–Proved Developed / PUD Ratio -
50/50

–Natural Gas / Oil Mix - 70/30

•Discoveries and Extensions
resulted in 176 Bcfe of reserve
additions

–371% production replacement rate

–2008 F&D costs - $2.44 / mcfe*

*2008 Exploration + Development + Proved Property Acquisition / Exploratory Additions (U.S. Only)

O&G - - 2008 Reserve Report Highlights

16

Changing the way you succeed.

Helix Outlook

Helix Producer I topside module installation progress at Kiewit Offshore Services fabrication yard

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Changing the way you succeed.

2009 Outlook

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•Contracting Services demand in 2H 2009 has
softened, as expected

•Express dry-dock, transit and utilization on Helix
Danny pipeline is impacting external revenues

•Capital expenditures of approximately $340 to
$360 million for 2009, $209 million spent
year-to-date

• $205 million relates to completion of three
major vessel projects (Well Enhancer, Caesar
and Helix Producer I)

• $55 million relates to development of Danny
and Phoenix oil fields

•Improved liquidity and debt levels (see slide 20)

Express spooling pipe for Helix Danny project

Changing the way you succeed.

2009 Outlook (continued)

19

Oil and Gas

• Production range: 43 - 47 Bcfe

• Oil and gas prices

• Without hedges: $4.37 /mcfe;
$66.41 /bbl

• With realized hedges and mark-to-
market adjustments (gas only):
$7.45 /mcfe; $70.91 /bbl

HPI transfer buoy transit template

Changing the way you succeed.

Significant Balance Sheet Improvements

Debt

Liquidity* of $781 million at 9/30/09

* Defined as available revolver capacity plus cash

20

Changing the way you succeed.

Liquidity and Capital Resources

21

•Company remains focused on its efforts to monetize non-core assets and
businesses

•Completed (≈ $600 million pre-tax):

•Oil and gas assets

• Bass Lite sale December 08 & January 09 ($49 million)

• EC 316 sale in February 09 ($18 million)

• Cal Dive

• Sold a total of 15.2 million shares of Cal Dive common stock to Cal Dive
in January and June 2009 for aggregate proceeds of $100 million

• Sold 45.8 million Cal Dive shares in secondary offerings for proceeds of
≈ $405 million (net of offering costs) in June and September 2009

•Sold Helix RDS for $25 million in April 2009

Company will continue to seek a sale of its shelf oil and gas properties

Changing the way you succeed.

Liquidity and Capital Resources

Credit Facilities, Commitments and Amortization

–$435 Million Revolving Credit Facility - UNDRAWN.

•Facility extended to November 2012.

•In July 2011, commitments reduced to $407 million.

•$50 million of LCs in place.

–$416 Million Term Loan B - Committed facility through June 2013.$4.3 million
principal payments annually.

–$550 Million High Yield Notes - Interest only until maturity (January 2016) or called
by Helix.First Helix call date is January 2012.

–$300 Million Convertible Notes - Interest only until put by noteholders or called by
Helix.First put/call date is December 2012, although noteholders have the right to
convert prior to that date if certain stock price triggers are met ($38.56).

–$119 Million MARAD - Original 25 year term; matures February 2027.$4.4 million
principal payments annually.

22

Changing the way you succeed.

Financial Information

23

Express spooling pipe at Ingleside Shore Base, Gulf of Mexico

Changing the way you succeed.

Note: Excludes Cal Dive and Helix RDS revenues from 2005-2009.
See Non-GAAP reconciliations on slides 28-30.

($ amounts in millions)

$575

$840

$891

$1,337

$1,152

Consistent Top-Line Growth

24

Changing the way you succeed.

- 2006 results exclude the impact of
the gain on sale in the Cal Dive IPO
and estimated incremental
overhead costs during the year.

- 2007 results exclude the impact of
the Cal Dive gain, impairments and
other unusual items.

-2008 results exclude non-cash
charges of $964 million for
reduction in carrying values of
goodwill and certain oil and gas
properties.

-YTD 9/30/2009 results exclude the
impact of Cal Dive gains,
impairments and other unusual
items.

(a) See Non-GAAP reconciliations on slides 28-30.

Earnings Per Share (a)

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Changing the way you succeed.

-2006 results exclude the impact
of the gain on sale in the Cal
Dive IPO and estimated
incremental overhead costs
during the year.

-2007 results exclude the impact
of the Cal Dive gain,
impairments and other unusual
items.

-2008 results exclude non-cash
impairments.

-Excludes Cal Dive contribution.

(a) See Non-GAAP reconciliations on slides 28-30.

($ amounts in millions)

$278

$449

$432

$575

$609

Significant Cash Generation - EBITDAX

26

Changing the way you succeed.

Non-GAAP
Reconciliations

27

Changing the way you succeed.

Non-GAAP Reconciliations

28

Changing the way you succeed.

Non-GAAP Reconciliations

29

Changing the way you succeed.

Non-GAAP Reconciliations

30

Changing the way you succeed.

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EX-99.2

    exh992.htm