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): April 25, 2011

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 North Sam Houston Parkway East, 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 2.02 Results of Operations and Financial Condition.

On April 25, 2011, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its first quarter results of operation for the period ended March 31, 2011.  Attached hereto as Exhibit 99.1, and incorporated by reference herein, is the press release.

Item 7.01 Regulation FD Disclosure.

On April 25, 2011, Helix issued a press release announcing its first quarter results of operation for the period ended March 31, 2011.  In addition, on April 26, 2011, Helix is making a presentation (with slides) to analysts and investors regarding its financial and operating results.  Attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the press release and the slides for the First Quarter Earnings Conference Call Presentation issued by Helix. The presentation materials will also be posted beginning on April 26, 2011 in the Presentations section under Investor Relations of Helix’s website, www.HelixESG.com.

Item 9.01   Financial Statements and Exhibits.

(c)           Exhibits.

Number                      Description

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

99.1 Press Release of Helix Energy Solutions Group, Inc. dated April 25, 2011 reporting financial results for the first quarter of 2011.

99.2 First Quarter 2011 Conference Call 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:           April 25, 2011

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 Press Release of Helix Energy Solutions Group, Inc. dated April 25, 2011 reporting financial results for the first quarter of 2011.

99.2 First Quarter 2011 Conference Call Presentation.

EX-99.1

EXHIBIT 99.1

[ PRESSRELEASE www.HelixESG.com  

Helix Energy Solutions Group, Inc. ·  400 N. Sam Houston Parkway E., Suite 400  ·  Houston, TX  77060-3500  · 281-618-0400  ·  fax: 281-618-0505

For Immediate Release                                                                                                                                          11-009

Date:           April 25, 2011                                                         Contact:  Stephen Powers

 Director, Finance & Investor Relations

Helix Reports First Quarter 2011 Results

HOUSTON, TX – Helix Energy Solutions Group, Inc. (NYSE: HLX) reported net income of $25.9 million, or $0.24 per diluted share, for the first quarter of 2011 compared with a net loss of $17.9 million, or $(0.17) per diluted share, for the same period in 2010, and a net loss of $49.8 million, or $(0.48) per diluted share, in the fourth quarter of 2010.

Owen Kratz, President and Chief Executive Officer of Helix, stated, “While weakness in the subsea construction market in the Gulf of Mexico remains a challenge for our Contracting Services business,  increased oil production combined with higher oil prices resulted in increased earnings and cash flow for Helix.  Consistent with our higher earnings and cash flow, our liquidity position increased to $837 million at March 31, 2011 from $787 million at December 31, 2010.  Separately, efforts to make our containment system, the Helix Fast Response System, available to producers in the Gulf of Mexico have begun to pay off in the permitting process.  Six deepwater drilling permits referencing our containment system have been approved since late February, and we are optimistic that permitting activity will continue to increase.  Consistent with improving activity levels for our Contracting Services business as well as the higher commodity price environment, we are upgrading our earnings outlook for 2011.”

* * * * *

Summary of Results

(in thousands, except per share amounts and percentages, unaudited)

	Three Months Ended
	March 31,						December 31,
	2011			2010			2010
Revenues	$	291,607		$	201,570		$	306,337
Gross Profit :
Operating (1)	$	77,422		$	37,134		$	31,790
		27	%		18	%		10	%
Oil and Gas Impairments(2)		-			(11,112	)		(9,212	)
Exploration Expense (3)		(346	)		(166	)		(6,496	)
Total	$	77,076		$	25,856		$	16,082
Net Income (Loss) Applicable to Common Shareholders (4)	$	25,857		$	(17,891	)	$	(49,821	)
Diluted Earnings (Loss) Per Share	$	0.24		$	(0.17	)	$	(0.48	)
Adjusted EBITDAX (5)	$	149,219		$	61,405		$	95,310

Note: Footnotes listed at end of press release.

First quarter 2010 results included the following items:

*   A $17.5 million ($11.5 million after-tax) settlement of litigation related to a terminated 2007 international construction contract.

*   A net reduction of $5.2 million ($3.2 million after-tax) in the carrying values of certain oil and gas properties due primarily to the deterioration of field economics resulting from a significant decrease in natural gas prices.

The net impact of these items in the first quarter of 2010, after income taxes, was $(0.14) per diluted share.

Fourth quarter 2010 results included the following items:

*   Non-cash impairment charge of $16.7 million to write-off the carrying value of goodwill and a $7.1 million deferred tax asset valuation allowance attributable to our Southeast Asia well operations subsidiary (total of $23.9 million after-tax).

*   Impairment charges totaling $9.2 million primarily associated with a reduction in carrying values of certain oil and gas properties and $6.4 million related to expiring offshore leases ($10.2 million after-tax).

*   Loss associated with the Lufeng project offshore China of $21.4 million ($22.4 million after-tax) related to weather, downhole and mechanical issues.

The net impact of these items in the fourth quarter of 2010, after income taxes, was $(0.54) per diluted share.

Segment Information, Operational and Financial Highlights

(in thousands, unaudited)

	Three Months Ended
	March 31,						December 31,
	2011			2010			2010
Revenues:
Contracting Services	$	131,537		$	154,200		$	185,291
Production Facilities		15,570			1,320			20,131
Oil and Gas		168,859			90,715			136,502
Intercompany Eliminations		(24,359	)		(44,665	)		(35,587	)
Total	$	291,607		$	201,570		$	306,337
Income (Loss) from Operations:
Contracting Services	$	3,266		$	27,486		$	(8,148	)
Goodwill Impairment (1)		-			-			(16,743	)
Production Facilities		5,956			(37	)		6,403
Oil and Gas (2)		53,586			10,614			17,048
Gain (Loss) on Oil and Gas DerivativeCommodity Contracts		-			-			(1,555	)
Oil and Gas Impairments (3)		-			(11,112	)		(9,212	)
Exploration Expense (4)		(346	)		(166	)		(6,496	)
Corporate (5)		(10,441	)		(22,878	)		(10,367	)
Intercompany Eliminations		90			(12,305	)		(390	)
Total	$	52,111		$	(8,398	)	$	(29,460	)
Equity in Earnings of Equity Investments	$	5,650		$	5,055		$	6,537

Note: Footnotes listed at end of press release.

Contracting Services

o   Subsea Construction and Robotics revenues decreased in the first quarter of 2011 compared to the fourth quarter of 2010 attributable to a weak subsea construction market in the Gulf of Mexico. Overall, our utilization rate for our owned and chartered construction vessels decreased to 44% in the first quarter of 2011 from 84% in the fourth quarter of 2010. Further, global Robotics utilization declined to 49% in the first quarter of 2011 from 60% in the fourth quarter of 2010.

o   Well Operations revenues decreased in the first quarter of 2011 compared to the fourth quarter of 2010 due primarily to lower overall utilization (77% compared to 90%).  The Seawell incurred 17 days of repair and maintenance downtime and the Well Enhancer incurred 40 days of maintenance downtime during the first quarter of 2011.

o   Gross profit margins for our Contracting Services business were 8% in the first quarter of 2011 compared to 1% in the fourth quarter of 2010. Gross profit margins in the first quarter of 2011 were negatively impacted by low utilization in Subsea Construction and Robotics.  Gross profit margins in the fourth quarter of 2010 were negatively impacted by the loss on the Lufeng project offshore China.

Production Facilities

o   The HP I produced the Phoenix field throughout the first quarter of 2011.

Oil and Gas

o   Oil and Gas revenues increased in the first quarter of 2011 compared to the fourth quarter of 2010 due primarily to increased oil production and higher oil prices. Production in the first quarter of 2011 totaled 14.4 Bcfe compared to 13.7 Bcfe in the fourth quarter of 2010.

o   The average price realized for oil, including the effects of settled oil hedge contracts, totaled $90.49 per barrel in the first quarter of 2011 compared to $80.11 per barrel in the fourth quarter of 2010.  For natural gas, including the effect of settled gas hedge contracts, we realized $5.77 per thousand cubic feet of gas (Mcf) in the first quarter of 2011 compared to $6.11 per Mcf in the fourth quarter of 2010.

o   Our April 2011 oil and gas production rate has averaged approximately 140 million cubic feet of natural gas equivalent per day (MMcfe/d) through April 22, 2011, compared to an average of 160 MMcfe/d in the first quarter of 2011 and an average of 149 MMcfe/d in the fourth quarter of 2010.

o   We currently have oil and gas hedge contracts in place totaling 19.9 Bcfe (2.1 million barrels of oil and 7.4 Bcf of gas) for the remainder of 2011 (April through December) and 7.6 Bcfe (0.6 million barrels of oil and 4.0 Bcf of gas) in 2012.

Other Expenses

o   Selling, general and administrative expenses were 8.6% of revenue in the first quarter of 2011, 9.9% in the fourth quarter of 2010 and 11.4% in the first quarter of 2010 (excluding the $17.5 million pre-tax charge related to a payment to settle litigation related to a terminated 2007 international construction contract).

o   Net interest expense and other increased to $22.3 million in the first quarter of 2011 compared with $21.5 million in the fourth quarter of 2010. Net interest expense increased to $24.2 million in the first quarter of 2011 compared with $23.7 million in the fourth quarter of 2010, primarily reflecting lower interest income on our invested cash due to lower interest rates.

Financial Condition and Liquidity

o   Consolidated net debt at March 31, 2011 decreased to $916 million from $967 million at December 31, 2010. At March 31, 2011, we had no outstanding borrowings under our revolver. Our total liquidity at March 31, 2011 was approximately $837 million, consisting of cash on hand of $441 million and revolver availability of $396 million. Net debt to book capitalization as of March 31, 2011 was 41%.  (Net debt to book capitalization is a non-GAAP measure.  See reconciliation attached hereto.)

o   As of March 31, 2011, we were in compliance with all covenants and restrictions under our various loan agreements.

o   We incurred capital expenditures (including capitalized interest) totaling $44 million in the first quarter of 2011, compared to $33 million in the fourth quarter of 2010 and $75 million in the first quarter of 2010.

Footnotes to “Summary of Results”:

(1)   First quarter 2011 included $0.2 million of expense related to a weather derivative contract and $(3.6) million of net hurricane-related insurance recoveries.  First quarter 2010 included $0.3 million of expense related to a weather derivative contract and $2.1 million of hurricane-related costs. Fourth quarter 2010 included $2.3 million of expense related to a weather derivative contract and $0.1 million of hurricane-related costs.

(2)   First quarter 2010 impairments on our U.S. oil and gas properties ($7.0 million) were due primarily to the deterioration of certain fields’ economics following a significant decrease in natural gas prices during the period. We also impaired our U.K. offshore property ($4.1 million) during the first quarter of 2010. The U.K. impairment was offset by a gain on the reacquisition of our 50% co-owner’s interest in the U.K. field. Fourth quarter 2010 oil and gas impairments of $9.2 million were primarily related to a reduction in carrying value of certain oil and gas properties.

(3)   Fourth quarter 2010 included $6.4 million of exploration costs associated with offshore lease expirations.

(4)   First quarter 2010 included a payment of $17.5 million to settle litigation related to the termination of a 2007 international construction contract.

(5)   Non-GAAP measure. See reconciliation attached hereto.

Footnotes to “Segment Information, Operational and Financial Highlights”:

(1)   Fourth quarter 2010 included a non-cash impairment charge of $16.7 million to reduce the carrying value of goodwill attributable to our Southeast Asia well operations subsidiary.

(2)   First quarter 2011 included $0.2 million of expense related to a weather derivative contract and $(3.6) million of net hurricane-related insurance recoveries.  First quarter 2010 included $0.3 million of expense related to a weather derivative contract and $2.1 million of hurricane-related costs. Fourth quarter 2010 included $2.3 million of expense related to a weather derivative contract and $0.1 million of hurricane-related costs.

(3)   First quarter 2010 impairments on our U.S. oil and gas properties ($7.0 million) were due primarily to the deterioration of certain fields’ economics following a significant decrease in natural gas prices during the period. We also impaired our U.K. offshore property ($4.1 million) during the first quarter of 2010. The U.K. impairment was offset by a gain on the reacquisition of our 50% co-owner’s interest in the U.K. field. Fourth quarter 2010 oil and gas impairments of $9.2 million were primarily related to a reduction in carrying value of certain oil and gas properties.

(4)   Fourth quarter 2010 included $6.4 million of exploration costs associated with offshore lease expirations.

(5)   First quarter 2010 included a payment of $17.5 million to settle litigation related to the termination of a 2007 international construction contract.

* * * * *

Conference Call Information

Further details are provided in the presentation for Helix’s quarterly conference call to review its first quarter 2011 results (see the “Investor Relations” page of Helix’s website, www.HelixESG.com).  The call, scheduled for 9:00 a.m. Central Daylight Time on Tuesday, April 26, 2011, will be audio webcast live from the “Investor Relations” page of Helix’s website. Investors and other interested parties wishing to listen to the conference via telephone may join the call by dialing 800-734-8582 for persons in the United States and +1-212-231-2905 for international participants. The passcode is "Tripodo".  A replay of the conference will be available under "Investor Relations" by selecting the "Audio Archives" link from the same page beginning approximately two hours after the completion of the conference call.

Helix Energy Solutions Group, headquartered in Houston, Texas, is an international offshore energy company that provides development solutions and other key life of field services to the open energy market as well as to our own oil and gas business unit.

Reconciliation of Non-GAAP Financial Measures

Management evaluates Company 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.  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 other 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.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements.  All 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 property or wells; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.  The forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors including but not limited to the performance of contracts by suppliers, customers and partners; actions by governmental and regulatory authorities; operating hazards and delays; 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 most recently filed Annual Report on Form 10-K and in the Company’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov.  We assume no obligation and do not intend to update these forward-looking statements except as required by the securities laws.

HELIX ENERGY SOLUTIONS GROUP, INC.
Comparative Condensed Consolidated Statements of Operations
						Three Months Ended Mar. 31,
	(in thousands, except per share data)					2011			2010
						(unaudited)
	Net revenues:
	Contracting services					$	122,748		$	110,855
	Oil and gas						168,859			90,715
							291,607			201,570
	Cost of sales:
	Contracting services						106,907			86,248
	Oil and gas						107,624			89,466
							214,531			175,714
	Gross profit						77,076			25,856
	Gain on sale of assets, net						16			6,247
	Selling, general and administrative expenses						(24,981	)		(40,501	)
	Income (loss) from operations						52,111			(8,398	)
	Equity in earnings of equity investments						5,650			5,055
	Gain on subsidiary equity transaction						753			-
	Net interest expense and other						(22,329	)		(21,220	)
	Income (loss) before income taxes						36,185			(24,563	)
	Provision for (benefit of) income taxes						9,550			(7,561	)
	Net income (loss), including noncontrolling interests						26,635			(17,002	)
	Less: net income applicable to noncontrolling interests						(768	)		(829	)
	Net income (loss) applicable to Helix						25,867			(17,831	)
	Preferred stock dividends						(10	)		(60	)
	Net income (loss) applicable to Helix common shareholders					$	25,857		$	(17,891	)
	Weighted Avg. Common Shares Outstanding:
	Basic						104,471			103,090
	Diluted						104,903			103,090
	Earnings (Loss) Per Share of Common Stock:
	Basic					$	0.24		$	(0.17	)
	Diluted					$	0.24		$	(0.17	)
Comparative Condensed Consolidated Balance Sheets
ASSETS						LIABILITIES & SHAREHOLDERS' EQUITY
(in thousands)		Mar. 31, 2011		Dec. 31, 2010		(in thousands)						Mar. 31, 2011		Dec. 31, 2010
		(unaudited)										(unaudited)
Current Assets:						Current Liabilities:
	Cash and equivalents	$	440,531	$	391,085	Accounts payable						$	126,364	$	159,381
	Accounts receivable		213,252		226,704	Accrued liabilities							199,479		198,237
	Other current assets		113,829		123,065	Current mat of L-T debt (1)							9,638		10,179
Total Current Assets			767,612		740,854	Total Current Liabilities							335,481		367,797
Net Property & Equipment:						Long-term debt (1)							1,346,469		1,347,753
	Contracting Services		1,455,109		1,452,837	Deferred income taxes							415,312		413,639
	Oil and Gas		1,034,112		1,074,243	Asset retirement obligations							168,014		170,410
Equity investments			186,831		187,031	Other long-term liabilities							5,301		5,777
Goodwill			62,956		62,494	Convertible preferred stock (1)							1,000		1,000
Other assets, net			70,449		74,561	Shareholders' equity (1)							1,305,492		1,285,644
Total Assets		$	3,577,069	$	3,592,020	Total Liabilities & Equity						$	3,577,069	$	3,592,020
(1)	Net debt to book capitalization - 41% at March 31, 2011. Calculated as total debt less cash and equivalents ($915,576)
	divided by sum of total net debt, convertible preferred stock and shareholders' equity ($2,222,068).

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three Months Ended March 31, 2011
Earnings Release:
Reconciliation From Net Income to Adjusted EBITDAX:
		1Q11			1Q10			4Q10
	(in thousands)
Net income (loss) applicable to common shareholders	$	25,857		$	(17,891	)	$	(49,821	)
Non-cash impairment		-			11,112			21,549
Gain on asset sales		(769	)		(6,247	)		(919	)
Preferred stock dividends		10			60			10
Income tax provision (benefit)		9,550			(7,563	)		2,364
Net interest expense and other		22,320			21,179			21,484
Depreciation and amortization		91,905			60,589			94,147
Exploration expense		346			166			6,496
Adjusted EBITDAX	$	149,219		$	61,405		$	95,310
We calculate adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization, and exploration
expense. These non-GAAP measures are useful to investors and other 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.

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three Months Ended March 31, 2011
Earnings Release:
Reconciliation of significant items:
		1Q11		1Q10			4Q10
	(in thousands, except earnings per share data)
Property impairments and other charges:
Property impairments	$	-	$	11,112		$	9,212
Exploration charges		-		-			6,394
Goodwill impairment		-		-			16,743
Lufeng loss		-		-			21,431
Settlement of litigation		-		17,455			-
Gain on acquisition		-		(5,960	)		-
Tax provision (benefit) associated with above		-		(7,860	)		2,755
Property impairments and other charges, net:	$	-	$	14,747		$	56,535
Diluted shares		-		103,090			104,111
Net after income tax effect per share	$	-	$	0.14		$	0.54

EX-99.2

April 26, 2011

First Quarter 2011 Conference Call

2

Forward-Looking Statements

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; projections of contracting services activity; future
production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and
prospective reserve levels of properties or wells; projections of utilization; any statements of the plans, strategies and
objectives of management for future operations; any statements concerning developments; 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; actions by governmental and regulatory authorities; operating hazards and
delays; employee management issues; local, national and worldwide economic conditions; 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 most recently filed
Annual Report on Form 10-K and in the Company’s other filings with the SEC.Free copies of the reports can be
found at the SEC’s website, www.SEC.gov.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.

References to quantities of oil or gas include amounts we believe will ultimately be produced, and may include
“proved reserves” and quantities of oil or gas that are not yet 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 most recently filed Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q.

3

Presentation Outline

•Executive Summary

Summary of Q1 2011 Results (pg. 4)

•Operational Highlights by Segment

Contracting Services (pg. 9)

Oil & Gas (pg. 16)

•Key Balance Sheet Metrics (pg. 19)

•2011 Outlook (pg. 21)

•Non-GAAP Reconciliations (pg. 25)

•Questions & Answers

4

Executive
Summary

5

Executive Summary

(A)Included a $16.7 million non-cash charge to write off goodwill associated with our Southeast Asia well operations subsidiary in fourth quarter 2010.

(B)Included a $7.1 million deferred tax asset valuation allowance associated with our Southeast Asia well operations subsidiary in fourth quarter 2010.

(C)See non-GAAP reconciliations on slides 26-27.

6

Executive Summary

•Q1 2011 EPS of $0.24 per diluted share

•Balance sheet continues to improve

oCash increased to $441 million at 3/31/2011 from $391 million at 12/31/2010

oLiquidity* increased to $837 million at 3/31/2011 from $787 million at 12/31/2010

oNet debt decreased to $916 million at 3/31/2011 from $967 million at 12/31/2010

•Contracting Services and Production Facilities

oContinuing strength in well intervention business in the Gulf of Mexico and North Sea

oWeak subsea construction and robotics market in the Gulf of Mexico reflecting regulatory impact
on drilling and development activity

oStrong international robotics utilization

oCaesar spent the quarter in the shipyard undergoing planned upgrades

oHelix Producer I produced 12.1 MBoe/d (net to our interest) in Phoenix field

*Liquidity as we define it is equal to cash and cash equivalents ($441 million), plus available capacity under our revolving credit facility ($396 million).

7

Executive Summary

•Oil and Gas

oFirst quarter average production rate of 160 Mmcfe/d (63% oil)

oQ2 production through April 22 averaged approximately 140 Mmcfe/d (~67% oil)

§Phoenix production averaged 10.3 MBoe/d for the same period

§Little Burn on track for first production in July (est. 4,500 bpd net)

•Oil and gas production totaled 14.4 Bcfe in Q1 2011 versus 13.7 Bcfe in Q4 2010

oAvg realized price for oil of $90.49 / bbl ($80.11 / bbl in Q4 2010), inclusive of hedges

oAvg realized price for gas of $5.77 / Mcfe ($6.11 / Mcfe in Q4 2010), inclusive of hedges

§Gas price realizations benefited from sales of natural gas liquids

§NGL production of 0.8 Bcfe in Q1 2011 and 0.6 Bcfe in Q4 2010

8

Operational Highlights

9

($ in millions, except percentages)

(A)See non-GAAP reconciliation on slides 26-27.Amounts are prior to intercompany
eliminations.

Contracting Services

•77% utilization in Well Intervention

•Weak GOM market impacts Subsea
Construction and Robotics

•Caesar in shipyard undergoing
planned upgrades

Express spooling pipe in Ingleside

10

($ in millions)

Equity in Earnings of Equity Investments

11

Contracting Services - Well Ops

GOM

•Q4000 worked for Mariner, W&T, Marathon and Shell in the
first quarter

•88% utilization in the first quarter

•Strong outlook anticipated for rest of 2011

North Sea

•Seawell and Well Enhancer posted a combined 68%
utilization in the first quarter.Both vessels experienced
downtime due to repair, maintenance and weather

•Strong outlook anticipated for both vessels for rest of 2011

•Well Enhancer continues to establish its coiled tubing
capabilities with a second project booked in August 2011

Asia Pacific

•Deployed the Normand Clough on a day rate construction
project for COOEC offshore China through Q3

•Wellhead cutting system to be deployed for 6 month project
starting in Q3

MODU DP3 Q4000 operating in the Gulf of Mexico

12

Contracting Services - Robotics

•Weak Q1 utilization due to soft ROV market in the
Gulf of Mexico and chartered vessel
redeployments

•Visibility and outlook expected to improve for the
remainder of 2011

•New day rate contract with Reliance in India to
work the Olympic Canyon for up to 2 years

•Minimal trenching work for Island Pioneer with T-
750 and iTrencher in Q1; however fully booked
until Q4

•Deep Cygnus (spot charter vessel) currently
performing wind farm trenching project with
opportunity to extend into Q4

T-750 Supertrencher Ibeing deployed in the North Sea

13

Contracting Services - Subsea Construction

Contracting Services - Subsea Construction

•Low Q1 utilization for Subsea Construction
vessels resulting from weak GOM market

•Customer permitting issues impacting
utilization

•Express completed pipelay operations for
ATP’s Anduin, Newfield’s Gladden and
Mariner’s Pluto projects in the GOM

•Intrepid completed a pipelay project for
Anadarko’s Boomvang project in the GOM

•Caesar remains in the shipyard undergoing
planned maintenance and upgrades

DP Reel Lay Vessel Intrepid

14

Helix Fast Response System (HFRS)

•Utilizes vessels and subsea
systems proven in Macondo
spill response

•Capability to capture and
process up to 55,000 bpd in
water depths to 8,000 feet
(increasing to 10,000 feet later
in 2011)

•24 independent E&P operators
have signed on to include HFRS
in future drilling permits

•Cited as spill response plan in 6
approved deepwater drilling
permits to date

15

Contracting Services Utilization

• Express

• Caesar

• Island Pioneer (1)

• Deep Cygnus (1)

• Normand Clipper (1)

• Olympic Triton(1)

• Well Enhancer

• Q4000

• Normand Clough (1)

• 2 ROVDrill Units

• 5 Trenchers

(1) Chartered vessels.

16

(A)Fourth quarter 2010impairment
primarily associated with the
reduction in carrying values of
certain oil and gas properties
due to year-end revisions in
reserves.

(B)Primarily consisted of $6.4
million of costs associated with
expiring offshore leases in the
fourth quarter of 2010.

(C)Including effect of settled hedges
and mark-to-market derivative
contracts.

Oil & Gas

17

Oil & Gas

(A)Included accretion expense.

(B)Excluded exploration expense and net hurricane-related costs (reimbursements).

Operating Costs($ in millions, except per Mcfe data)

18

Summary of Apr 2011 - Dec 2012 Hedging Positions *

* As of April 22, 2011.

19

Key Balance
Sheet Metrics

20

Debt and Liquidity Profile

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

(B) Liquidity, as we define it, is equal to cash and cash equivalents ($441 million), plus available
capacity under our revolving credit facility ($396 million).

21

2011 Outlook

22

2011 Outlook

Broad Metrics	2011 Forecast (revised)	2011 Forecast (original)	2010 Actual
Oil and Gas Production	50 Bcfe	49 Bcfe	47 Bcfe
EBITDAX	$550 million	$475 million	$430 million
CAPEX	$250 million	$225 million	$179 million

Commodity Price Deck		2011 Forecast (revised)	2011 Forecast (original)	2010 Actual
Hedged	Oil	$96.28 / bbl	$87.11 / bbl	$75.27 / bbl
	Gas	$5.02/ mcf	$4.80/ mcf	$6.01 / mcf

We expect to continue to improve our liquidity position in 2011.

23

2011 Outlook

•Contracting Services

oStrong backlog for the Q4000, Well Enhancer and Seawell in 2011

oRobotics utilization recovery in second half of 2011, driven primarily by activity outside
the GOM

oCurrent regulatory environment in the GOM limits short-term opportunities in Subsea
Construction and Robotics businesses

oContinued focus on trenching and cable burial business

•Production Facilities

oHP I continues production at Phoenix field and completes upgrades for spill response
capabilities

•Oil and Gas

oForecasted 2011 overall production up slightly from 2010 levels

§63% oil and 65% deepwater

§Assumes no significant storm disruptions

§Assumes Little Burn completed and producing by early Q3

24

2011 Outlook

•Capital Expenditures

oContracting Services ($85 million)

§No major vessel projects or dry docks planned for 2011

§Caesar thruster upgrade in Q2 and Q3

§Incremental investment in Robotics business

§Capital expenditures related to the potential Statoil Cat B well intervention
project not included

oOil and Gas ($165 million)

§Focus capital investment on oil development with relatively fast payback

§Little Burn completion by early Q3

§Drill two wells in the 2nd half of the year (subject to permitting)

§Kathleen in the Bushwood field

§Wang in the Phoenix field

§Shelf platform construction and opportunistic workovers

25

Non-GAAP
Reconciliations

26

Non-GAAP Reconciliations

Adjusted EBITDAX ($ in millions)

We calculate Adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization and exploration expense. These
non-GAAP measures are useful to investors and other 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.

Revenue and Gross Profit As Reported ($ in millions)

Non-GAAP Reconciliations

28