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): May 4, 2010

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.

Representatives of Helix Energy Solutions Group, Inc. will make a presentation on May 4, 2010 at the Credit Suisse 18th Annual Offshore Technology Conference in Houston, Texas.  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 on May 4, 2010 in the Presentations section under Investor Relations of Helix’s website, www.HelixESG.com.

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.

Forward-Looking Statements and Assumptions

          This current report on Form 8-K contains various statements that contain forward-looking information regarding Helix and represent our expectations and beliefs concerning future events.   This forward looking information is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995 as set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, included herein or incorporated herein by reference, that are predictive in nature, that depend upon or refer to future events or conditions, or that use terms and phrases such as “achieve,” “ anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “project,” “propose,” “strategy,” “predict,” “envision,” “hope,” “intend,” “will,” “continue,” “may,” “potential,” “should,” “could” and similar terms and phrases are forward-looking statements. Included in forward-looking statements are, among other things:    

• statements regarding our business strategy, including the potential sale of assets and/or other investments in our subsidiaries and facilities, or any other business plans, forecasts or objectives, any or all of which is subject to change;

• statements regarding our anticipated production volumes, results of exploration, exploitation, development, acquisition or  operations expenditures, and current or prospective reserve levels with respect to any oil and gas property or well;

• statements related to commodity prices for oil and gas or with respect to the supply of and demand for oil and gas;

• statements relating to our proposed acquisition, exploration, development and/or production of oil and gas properties, prospects or other interests and any anticipated costs related thereto;

• statements related to environmental risks, exploration and development risks, or drilling and operating risks;

• statements relating to the construction or acquisition of vessels or equipment and any anticipated costs related thereto;

• statements that our proposed vessels, when completed, will have certain characteristics or the effectiveness of such characteristics;

• statements regarding projections of revenues, gross margin, expenses, earnings or losses, working capital or other financial items;

• statements regarding any financing transactions or arrangements, or ability to enter into such transactions;

• statements regarding any Securities and Exchange Commission (“SEC”) or other governmental or regulatory inquiry or investigation;

• statements regarding anticipated legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions;

• statements regarding anticipated developments, industry trends, performance or industry ranking;

• statements regarding general economic or political conditions, whether international, national or in the regional and local market areas in which we do business; 

• statements related to our ability to retain key members of our senior management and key employees;

• statements related to the underlying assumptions related to any projection or forward-looking statement; and

• any other statements that relate to non-historical or future information.

Although we believe that the expectations reflected in these forward-looking statements are reasonable and are based on reasonable assumptions, they do involve risks, uncertainties and other factors that could cause actual results to be materially different from those in the forward-looking statements.  These factors include, among other things:

• impact of the weak economic conditions and the future impact of such conditions on the oil and gas industry and the demand for our services;

• uncertainties inherent in the development and production of oil and gas and in estimating reserves;

• the geographic concentration of our oil and gas operations;

• uncertainties regarding our ability to replace depletion;

• unexpected capital expenditures (including the amount and nature thereof);

• impact of oil and gas price fluctuations and the cyclical nature of the oil and gas industry;

• the effects of indebtedness, which could adversely restrict our ability to operate, could make us vulnerable to general adverse economic and industry conditions, could place us at a competitive disadvantage compared to our competitors that have less debt and could have other adverse consequences to us;

• the effectiveness of our derivative activities;

• the results of our continuing efforts to control or reduce costs and improve performance;

• the success of our risk management activities;

• the effects of competition;

• the availability (or lack thereof) of capital (including any financing) to fund our business strategy and/or operations and the terms of any such financing;

• the impact of current and future laws and governmental regulations, including tax and accounting developments;

• the effect of adverse weather conditions and/or other risks associated with marine operations;

• the effect of environmental liabilities that are not covered by an effective indemnity or insurance;

• the potential impact of a loss of one or more key employees; and

• the impact of general, market, industry or business conditions.

Our actual results could differ materially from those anticipated in any forward-looking statements as a result of a variety of factors, including those discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009 and our subsequent periodic reports. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. Forward-looking statements are only as of the date they are made, and other than as required under the securities laws, we assume no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ.

Reconciliation of Non-GAAP Financial Measures

   In addition to net income, we evaluate our performance and financial condition using certain non-GAAP metrics, primarily Adjusted EBITDAX, net debt and net debt to book capitalization.  We calculate Adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization and exploration expense.  Further, we do not include earnings from our interest in Cal Dive in any periods presented in our Adjusted EBITDAX calculation.  Net debt is calculated as the sum of financial debt less cash and equivalents on hand.  Net debt to book capitalization is calculated by dividing net debt by the sum of net debt, convertible preferred stock and shareholders’ equity.  These non-GAAP measures are useful to investors and ot her internal and external users of our financial statements in evaluating our operating performance because they are widely used by investors in our industry to measure a company’s operating performance without regard to items which can vary substantially from company to company, and help investors meaningfully compare our results from period to period.  Adjusted EBITDAX should not be considered in isolation or as a substitute for, but instead is supplemental to, income from operations, net income or other income data prepared in accordance with GAAP.  Non-GAAP financial measures should be viewed in addition to, and not as an alternative to our reported results prepared in accordance with GAAP.  Users of this financial information should consider the types of events and transactions which are excluded.

Item 9.01   Financial Statements and Exhibits.

(c)           Exhibits.

Number                      Description

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99.1   Credit Suisse 18th Annual Offshore Technology Conference Presentation.

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:           May 4, 2010

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   Credit Suisse 18th Annual Offshore Technology Conference Presentation

EX-99.1

Changing the way you succeed.

May 4, 2010

Credit Suisse
18th Annual Offshore Technology Conference

Changing the way you succeed.

Forward-Looking Statements

2

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 “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, any projections of financial items; future production volumes, results of
exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of
properties 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.These statements involve certain assumptions we made based on our experience
and perception of historical trends, current conditions, expected future developments and other factors we believe
are reasonable and appropriate under the circumstances.The forward-looking statements are subject to a number
of known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially.
The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers,
customers and partners; employee management issues; uncertainties inherent in the exploration for and
development of oil and gas and in estimating reserves; complexities of global political and economic developments;
geologic risks, volatility of oil and gas prices 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, 2009.You should not place undue reliance on these forward-looking statements which speak
only as of the date of this presentation.We assume no obligation or duty and do not intend to update these forward-
looking statements except as required by the securities laws.

References to quantities of oil or gas may include amounts we believe will ultimately be produced, but that are not
classified as “proved reserves” under SEC definitions.Statements of oil and gas reserves are estimates based on
assumptions and may be imprecise.Investors are urged to consider closely the disclosure regarding reserves in our
2009 Form 10-K.

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

•Offshore production facilities

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

Helix ESG: Transforming the Business Model

3

Changing the way you succeed.

4

Global CAPEX Growth Forecast

Source: Quest Offshore Resources Subsea Database, February 2010

US$26.6bn

US$80.2bn

201% Increase

Changing the way you succeed.

Production Facilities

Marco Polo TLP (50%)

Independence Hub Semi (20%)

Helix Producer I (~82%) (2010)

Subsea
Construction

Pipelay
Intrepid
Express

Caesar- new to fleet

ROV
40 ROVs
2 ROV Drill Units
6 Chartered Vessels

5 Trenchers (200 - 2000hp)

Well Intervention

Q4000

Seawell

Well Enhancer

Normand Clough (JV)

Mobile VDS/SILs

Helix Oil & Gas

GOM shelf and deepwater

PV-10 $1.3 billion @
12/31/2009 (SEC pricing)

Proved reserves = 578 bcfe
(12/31/2009)

2010 projected production
45-55 bcfe

Helix ESG Business Segments

5

Changing the way you succeed.

Services For Each Stage of the Field Life Cycle

6

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 Normand Clough (JV) with our Subsea Intervention
Lubricator and Vessel Deployment systems.

MSV DP2 Normand Clough

MSV DP2 Seawell

Well Intervention Assets

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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 dual-reel 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.

Contracting Services Facilities

Ingleside, Texas shore base facility

–Pipe stalk length 5,230 feet

–Onsite subsea component fabrication

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

–Constructed Helix’s Danny 36-mile
8 x 12-inch pipe-in-pipe, including
jumpers and manifolds

Aerial view of Ingleside Shore Base

Helix Danny pipe-in-pipe welding

On-site fabrication capabilities

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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 40 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

Normand Fortress

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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Normand Clough
as part of CloughHelix JV

Changing the way you succeed.

12

Helix Producer I FPU

•On location at Green Canyon
Block 237

•Recovering buoy into the
turret and quick connect /
disconnect function planned
for testing and acceptance by
USGC starting May 4th

•Flowlines and export
pipelines have been
hydrostatically tested and gas
pipeline has been dewatered
and packed with Nitrogen

•First production scheduled for
Q2 2010

Changing the way you succeed.

Oil & Gas

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Changing the way you succeed.

Helix Oil and Gas

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12/31/2009 Reserve Profile:

•578 Bcfe

•≈ 60% Deepwater GOM

•≈ 40% proved developed

•≈30% Oil

•PV-10 $1.3 billion (SEC)

•PV-10 $2.7 billion (forward strip price)

Production Profile:

•Current production of 135-140 mmcfe/d*

•35% of production is oil

•>65% of production is deepwater, and growing

New 2010 Production (net)

•Danny oil- 5,000 boe/d

•Noonan- 50+ mmcfe/d

•Phoenix- 8,000 - 10,000 boe/d

* As of April 2010

Changing the way you succeed.

Oil and Gas Deepwater Profile

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•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.

•22 Defined Prospects, Helix is operator of 21

•Majority of Prospects, if successful, are Sub
Sea Tie-Backs

•Multiple, low risk prospects on or near
existing Helix operated infrastructure

Helix Oil and Gas specializes in prospect
generation, acquisition, exploration, development
and production, employing its own key services
and methodologies and working to lower finding
and development costs relative to industry norms.

Changing the way you succeed.

Caesar departing for sea trials, Nantong, China

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2010 Outlook

Changing the way you succeed.

2010 Outlook

17

•Contracting Services demand in 2H 2010 expected to rebound

oWell intervention activity has already increased and expected to continue in 2010

oSubsea Construction activity expected to pick up around mid-year

oRelatively large intercompany utilization to subside in Q2

•Capital expenditures of approximately $220 million planned for 2010

o$87 million relates to completion of major vessel projects

oOil and Gas capital expenditures of approximately $100 million, excluding P&A of
approximately $61 million

Changing the way you succeed.

2010 Outlook

18

Broad Metrics	2010 Higher End	2010 Lower End	2009
Production Range	55 Bcfe	45 Bcfe	44 Bcfe
EBITDA	$500 million	$400 million	$490 million
CAPEX	$220 million	$220 million	$328 million

Commodity Price Deck		2010 Higher End	2010 Lower End	2009
Hedged	Oil	$80.05 / bbl	$77.65 / bbl	$67.11 / bbl
	Gas	$5.69 / mcf	$5.89 / mcf	$7.75 / mcf

Changing the way you succeed.

Helix Summary

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Changing the way you succeed.

Key Balance Sheet Metrics

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Debt (A)

Liquidity (B) of $598 million at 3/31/10

(A) Includes impact of debt discount under our Convertible Senior Notes.

(B) Defined as available revolver capacity ($386 million) plus cash ($212 million).

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 $410 million.

•$50 million of LCs in place.

–$415 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.

21

Changing the way you succeed.

Financial Information

22

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 27-29.

($ amounts in millions)

$575

$840

$1,071

$1,337

$1,152

Consistent Top-Line Growth

23

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.

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

(a) See Non-GAAP reconciliations on slides 27-29.

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.

-2009 results exclude non-cash
impairments and impact of Cal
Dive gains.

(a) See Non-GAAP reconciliations on slides 27-29.

($ amounts in millions)

$278

$449

$490

$575

$609

Significant Cash Generation - EBITDAX

25

Changing the way you succeed.

Non-GAAP
Reconciliations

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.

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