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): July 23, 2012 (July 23, 2012)

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 July 23, 2012, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its second quarter results of operation for the period ended June 30, 2012.  Attached hereto as Exhibit 99.1, and incorporated by reference herein, is the press release.

Item 7.01 Regulation FD Disclosure.

On July 23, 2012, Helix issued a press release announcing its second quarter results of operation for the period ended June 30, 2012.  In addition, on July 24, 2012, 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 Second Quarter Earnings Conference Call Presentation issued by Helix. The presentation materials will also be posted beginning on July 23, 2012 in the Presentations section under Investor Relations of Helix’s website, www.HelixESG.com.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

Number                      Description

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

99.1 Press Release of Helix Energy Solutions Group, Inc. dated July 23, 2012 reporting financial results for the second quarter of 2012.

99.2 Second Quarter 2012 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:           July 23, 2012

 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 July 23, 2012 reporting financial results for the second quarter of 2012.

99.2 Second Quarter 2012 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                                                                                                                                          12-013

Date:  July 23, 2012                                                                Contact:         Terrence Jamerson

               Director, Finance & Investor Relations

Helix Reports Second Quarter 2012 Results

HOUSTON, TX – Helix Energy Solutions Group, Inc. (NYSE: HLX) reported net income of $44.6 million, or $0.42 per diluted share, for the second quarter of 2012 compared with net income of $41.3 million, or $0.39 per diluted share, for the same period in 2011, and net income of $65.7 million, or $0.62 per diluted share, in the first quarter of 2012. The net income for the six months ended June 30, 2012 was $110.4 million, or $1.04 per diluted share, compared with net income of $67.2 million, or $0.63 per diluted share, for the six months ended June 30, 2011.

Second quarter 2012 results were impacted by a $14.6 million pre-tax charge ($0.09 per share after-tax) related to the decision to “cold stack” the Subsea Construction vessel, Intrepid, to reduce the book value to the vessel’s estimated fair value.

In addition, we reached an agreement to acquire the Discoverer 534 drillship (D534). After closing and delivery to Singapore, the drillship will be converted into a well intervention vessel. The D534 is expected to enter service in the Gulf of Mexico in the first half of 2013.

Owen Kratz, President and Chief Executive Officer of Helix, stated, “notwithstanding that both the Q4000 and the Seawell were out of service for a good portion of the second quarter due to longer than anticipated regulatory dry docks, Helix managed a fairly good second quarter, resulting in much stronger financial performance for the first half of 2012 compared to last year. Activity levels for both our Well Intervention and Robotics businesses remain strong as we continue to grow backlog. The addition of the D534 to our fleet will allow us to address the robust demand for well intervention services in the near term. In addition, we are pleased to report success on our Danny II exploratory well.”

* * * * *

Summary of Results

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

	Quarter Ended									Six Months Ended
	June 30						March 31			June 30
	2012			2011			2012			2012			2011
Revenues	$	347,394		$	338,319		$	407,927		$	755,321		$	629,926
Gross Profit (Loss):
Operating	$	108,907		$	119,710		$	162,464		$	271,371		$	197,132
		31	%		35	%		40	%		36	%		31	%
Contracting Services Impairments (1)		(14,590	)		--			--			(14,590	)		--
Oil and Gas Impairments (2)		--			(11,573	)		--			--			(11,573	)
Exploration  Expense (3)		(1,092	)		(7,939	)		(754	)		(1,846	)		(8,285	)
Total	$	93,225		$	100,198		$	161,710		$	254,935		$	177,274
Net Income  Applicable to Common Shareholders	$	44,641		$	41,313		$	65,727		$	110,368		$	67,170
Diluted Earnings Per Share	$	0.42		$	0.39		$	0.62		$	1.04		$	0.63
Adjusted EBITDAX (4)	$	151,526		$	175,840		$	208,641		$	360,167		$	325,059

Note: Footnotes appear at end of press release.

Segment Information, Operational and Financial Highlights

(in thousands, unaudited)

	Three Months Ended
	June 30,						March 31,
	2012			2011			2012
Revenues:
Contracting Services	$	209,557		$	171,353		$	244,544
Production Facilities		19,963			20,545			20,022
Oil and Gas		149,933			172,458			178,085
Intercompany Eliminations		(32,059	)		(26,037	)		(34,724	)
Total	$	347,394		$	338,319		$	407,927
Income (Loss) from Operations:
Contracting Services	$	33,813		$	30,565		$	59,124
Production Facilities		9,882			11,920			10,049
Oil and Gas		51,465			62,576			80,035
Ineffectiveness on Oil and Gas Derivative Commodity Contracts		10,069			-			(2,339	)
Contracting Services Impairments (1)		(14,590	)		--			--
Oil and Gas Impairments (2)		--			(11,573	)		-
Exploration Expense (3)		(1,092	)		(7,939	)		(754	)
Corporate		(11,158	)		(9,112	)		(10,898	)
Intercompany Eliminations		98			(19	)		(3,020	)
Total	$	78,487		$	76,418		$	132,197
Equity in Earnings of Equity Investments	$	5,748		$	5,887		$	407

Note: Footnotes appear at end of press release.

Contracting Services

o   Subsea Construction revenues increased slightly in the second quarter of 2012 compared to the first quarter of 2012 primarily due to strong utilization for the Express while working offshore Israel. On a combined basis, Subsea Construction vessel utilization decreased to 73% in the second quarter of 2012 from 94% in the first quarter of 2012 due to the Intrepid being idle for most of the second quarter of 2012. The Caesar worked the entire second quarter of 2012 offshore Mexico on an accommodations project.

o   Revenues in our Robotics business unit decreased slightly in the second quarter of 2012, compared to the first quarter of 2012, as a result of utilizing fewer spot vessels. Earnings contribution from Robotics continues to be strong as we expand our capacity in order to meet new long-term service agreements and robust activity levels. Vessel utilization for the second quarter of 2012 was 92%, compared to 93% in the first quarter of 2012.

o   Well Intervention revenues decreased in the second quarter of 2012 due to extended regulatory dry dock periods for both the Q4000 and Seawell. Vessel utilization in the North Sea was 78% in the second quarter of 2012 compared to 93% in the first quarter of 2012. Vessel utilization in the Gulf of Mexico (Q4000) was 45% in the second quarter of 2012 compared to 67% in the first quarter of 2012 due to the extended regulatory dry dock of the vessel. On a combined basis, vessel utilization decreased to 67% in the second quarter of 2012 compared to 84% in the first quarter of 2012.

Production Facilities

o   The Helix Producer I continued its deployment on the Phoenix field throughout the second quarter of 2012.

Oil and Gas

o   Oil and Gas revenues decreased in the second quarter of 2012 compared to the first quarter of 2012 primarily due to both decreased production and slightly lower realized prices.

o   Some of our fields were shut-in briefly in June for Tropical Storm Debby. In addition, oil production at our SMI 130 property was offline approximately 20 days for mandated regulatory repairs in May. Production in the second quarter of 2012 totaled 1.7 MMboe compared to 2.0 MMboe in the first quarter of 2012.

o   The average price realized for oil, including the effects of settled oil hedge contracts, totaled $107.51 per barrel in the second quarter of 2012 compared to $109.18 per barrel in the first quarter of 2012. For natural gas and natural gas liquids, including the effect of settled natural gas hedge contracts, we realized $5.76 per thousand cubic feet of gas equivalent (Mcfe) in the second quarter of 2012 compared to $5.82 per Mcfe in the first quarter of 2012.

o   Our third quarter oil and gas production has averaged approximately 17.5 thousand barrels of oil equivalent per day (Mboe/d) through July 22, 2012, compared to an average of 18.5 Mboe/d in the second quarter of 2012.

o   We currently have oil and gas hedge contracts in place for 2.6 MMBoe (1.6 million barrels of oil and 5.6 Bcf of gas) for the remainder of 2012 and 3.7 MMBoe (2.7 million barrels of oil and 6.0 Bcf of gas) for 2013.

Other Expenses

o   Selling, general and administrative expenses were 7.1% of revenue in the second quarter of 2012, 6.3% in the first quarter of 2012 and 7.0% in the second quarter of 2011.

o   Net interest expense and other decreased to $20.3 million in the second quarter of 2012 from $38.8 million in the first quarter of 2012, due primarily to premiums paid in the first quarter of 2012 upon repurchases of $200.0 million of our senior unsecured notes ($9.5 million) and $142.2 million of our convertible senior notes ($1.8 million). In conjunction with these first quarter 2012 transactions, we also expensed a portion of our previously capitalized deferred financing costs ($2.3 million), and accelerated a portion of our unamortized debt discount ($3.5 million). Total impact of these debt extinguishment transactions was approximately $17.1 million in the first quarter of 2012. Net interest expense decreased to $18.6 million in the second quarter of 2012 compared with $21.8 million in the first quarter of 2012.

Financial Condition and Liquidity

o   Consolidated net debt at June 30, 2012 decreased to $531 million from $560 million as of March 31, 2012. Our total liquidity at June 30, 2012 was approximately $1.1 billion, consisting of cash on hand of $650 million and revolver availability of $454 million. Net debt to book capitalization as of June 30, 2012 was 25%. (Net debt to book capitalization is a non-GAAP measure. See reconciliation attached hereto.)

o   We incurred capital expenditures (including capitalized interest) totaling $76 million in the second quarter of 2012, compared to $107 million in the first quarter of 2012 and $75 million in the second quarter of 2011.

o   Footnotes to “Summary of Results”:

(1)   Second quarter 2012 asset impairment charge related to decision to “cold stack” the Subsea Construction vessel, Intrepid. Charge reduces vessel’s book value to its estimated fair value.

(2)   Second quarter 2011 oil and gas impairments of $11.6 million were primarily associated with five of our Gulf of Mexico oil and gas properties. The impairment charges primarily reflect a premature end of these fields’ production lives either through actual depletion or as a result of capital allocation decisions affecting third party operated fields.

(3)   Second quarter 2011 included $6.6 million of exploration costs associated with an offshore lease expiration.

Non-GAAP measure. See reconciliation attached hereto.

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

(1)   Second quarter 2012 asset impairment charge related to decision to “cold stack” the Subsea Construction vessel, Intrepid. Charge reduces vessel’s book value to its estimated fair value.

(2)   Second quarter 2011 oil and gas impairments of $11.6 million were primarily associated with five of our Gulf of Mexico oil and gas properties. The impairment charges primarily reflect a premature end of these fields’ production lives either through actual depletion or as a result of capital allocation decisions affecting third party operated fields.

(3)   Second quarter 2011 included $6.6 million of exploration costs associated with an offshore lease expiration.

* * * * *

Conference Call Information

Further details are provided in the presentation for Helix’s quarterly conference call to review its second quarter 2012 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, July 24, 2012, 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 888-550-1479 for persons in the United States and +1-954-357-2908 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 Jun. 30,						Six Months Ended Jun. 30,
(in thousands, except per share data)	2012			2011			2012			2011
	(unaudited)						(unaudited)
Net revenues:
Contracting services	$	197,461		$	165,861		$	427,303		$	288,609
Oil and gas		149,933			172,458			328,018			341,317
		347,394			338,319			755,321			629,926
Cost of sales:
Contracting services		147,156			116,521			304,124			223,428
Contracting services impairments		14,590			-			14,590			-
Oil and gas		92,423			110,027			181,672			217,651
Oil and gas impairments		-			11,573			-			11,573
		254,169			238,121			500,386			452,652
Gross profit		93,225			100,198			254,935			177,274
Loss on sale of assets, net		(236	)		(22	)		(1,714	)		(6	)
Ineffectiveness on oil and gas derivative commodity contracts		10,069			-			7,730			-
Selling, general and administrative expenses		(24,571	)		(23,758	)		(50,267	)		(48,739	)
Income from operations		78,487			76,418			210,684			128,529
Equity in earnings of investments		5,748			5,887			6,155			11,537
Net interest expense and other		(20,319	)		(24,025	)		(59,120	)		(45,601	)
Income before income taxes		63,916			58,280			157,719			94,465
Provision for income taxes		18,476			16,171			45,753			25,721
Net income, including noncontrolling interests		45,440			42,109			111,966			68,744
Net income applicable to noncontrolling interests		(789	)		(786	)		(1,578	)		(1,554	)
Net income applicable to Helix		44,651			41,323			110,388			67,190
Preferred stock dividends		(10	)		(10	)		(20	)		(20	)
Net income applicable to Helix common shareholders	$	44,641		$	41,313		$	110,368		$	67,170
Weighted Avg. Common Shares Outstanding:
Basic		104,563			104,673			104,547			104,573
Diluted		105,042			105,140			105,012			105,024
Earnings Per Share of Common Stock:
Basic	$	0.42		$	0.39		$	1.05		$	0.63
Diluted	$	0.42		$	0.39		$	1.04		$	0.63

Comparative Condensed Consolidated Balance Sheets
ASSETS				LIABILITIES & SHAREHOLDERS' EQUITY
(in thousands)		Jun. 30, 2012	Dec. 31, 2011	(in thousands)	Jun. 30, 2012	Dec. 31, 2011
		(unaudited)			(unaudited)
Current Assets:				Current Liabilities:
	Cash and equivalents (1)	$       649,503	$             546,465	Accounts payable	$      156,738	$       147,043
	Accounts receivable	239,449	276,156	Accrued liabilities	177,225	239,963
	Other current assets	117,979	121,621	Income taxes payable	3,065	1,293
				Current mat of L-T debt (1)	12,997	7,877
Total Current Assets		1,006,931	944,242	Total Current Liabilities	350,025	396,176
Net Property & Equipment:				Long-term debt (1)	1,167,908	1,147,444
	Contracting Services	1,519,509	1,459,665	Deferred income taxes	445,817	417,610
	Oil and Gas	839,784	871,662	Asset retirement obligations	135,235	161,208
Equity investments		173,543	175,656	Other long-term liabilities	8,832	9,368
Goodwill		62,252	62,215	Convertible preferred stock (1)	1,000	1,000
Other assets, net		86,786	68,907	Shareholders' equity (1)	1,579,988	1,449,541
Total Assets		$     3,688,805	$           3,582,347	Total Liabilities & Equity	$   3,688,805	$    3,582,347
(1)	Net debt to book capitalization - 25% at June 30, 2012. Calculated as total debt less cash and equivalents ($531,402)
	divided by sum of total net debt, convertible preferred stock and shareholders' equity ($2,112,390).

Earnings Release:
Reconciliation From Net Income to Adjusted EBITDAX:
		2Q12			2Q11		1Q12		2012			2011
	(in thousands)
Net income applicable to common shareholders	$	44,641		$	41,313	$	65,727	$	110,368		$	67,170
Non-cash impairments		14,590			11,573		-		14,590			11,573
Loss (gain) on asset sales		236			22		1,478		1,714			(747	)
Preferred stock dividends		10			10		10		20			20
Income tax provision		18,476			16,171		27,277		45,753			25,721
Net interest expense and other		20,319			24,022		38,801		59,120			46,342
Ineffectiveness on oil and gas derivative commodity contracts		(10,069	)		-		2,339		(7,730	)		-
Depreciation and amortization		62,231			74,790		72,255		134,486			166,695
Exploration expense		1,092			7,939		754		1,846			8,285
Adjusted EBITDAX	$	151,526		$	175,840	$	208,641	$	360,167		$	325,059
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 June 30, 2012
Earnings Release:
Reconciliation of significant items:
	2Q12
	(in thousands, except earnings per share data)
Contracting services impairments	$             14,590
Tax benefit	(5,107)
Contracting services impairments, net:	$               9,483
Diluted shares	105,042
Net after income tax effect per share	$                0.09

EX-99.2

Exhibit 99.2

July 24, 2012

Second Quarter 2012 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; any statements regarding
future economic conditions or performance; any statements of expectation or belief; 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 Q2 2012 Results (pg. 4)

•Operational Highlights by Segment

Contracting Services (pg. 9)

Oil & Gas (pg. 15)

•Key Balance Sheet Metrics (pg. 18)

•2012 Outlook (pg. 21)

•Non-GAAP Reconciliations (pg. 26)

•Questions & Answers

Executive
Summary

4

Executive Summary

5

($ in millions, except per share data)

(A)See non-GAAP reconciliation on slide 27

Revenues

Gross Profit:

Operating

Oil & Gas Impairments / ARO Increases

Exploration Expense

Total

Net Income

Diluted Earnings Per Share

Adjusted EBITDAX (A)

Contracting Services

Oil & Gas

Corporate / Elimination

Adjusted EBITDAX

6/30/2012

$347

101

29%

(7)

(1)

$93

$45

$0.42

70

92

(10)

$152

6/30/2011

$338

131

39%

(23)

(8)

$100

$41

$0.39

69

115

(8)

$176

3/31/2012

$408

162

40%

-

(1)

$162

$66

$0.62

93

129

(13)

$209

Quarter Ended

6/30/2012

$755

264

35%

(7)

(2)

$255

$110

$1.04

163

221

(24)

$360

6/30/2011

$630

208

33%

(23)

(8)

$177

$67

$0.63

105

238

(18)

$325

Six Months Ended

6

Executive Summary

•Q2 2012 EPS of $0.42 per diluted share compared with $0.62 per diluted share in Q1 2012

oImpairment charge of $14.6 million ($9.5 million, $0.09 per share after-tax) taken to reduce
the book value of the Intrepid to its estimated fair value due to decision to cold stack the
vessel

•Contracting Services and Production Facilities

oLower utilization (67%) in Well Intervention due to extended dry dock periods for the Q4000
and Seawell

oSubsea Construction benefits from successful campaign by Express offshore Israel

•Oil and Gas

oSecond quarter average production rate of 18.5 Mboe/d (73% oil)

oProduction through July 22 averaged approximately 17.5 Mboe/d (~74% oil)

oOil and gas production totaled 1.7 MMboe in Q2 2012 versus 2.0 MMboe in Q1 2012

§Oil production at our SMI 130 property was offline approximately 20 days for
mandated Bureau of Safety and Environmental Enforcement (BSEE) repairs in May

§Minor amount of shut-ins due to Tropical Storm Debby in June resulting in
approximately 20,000 barrels in deferred production

7

Executive Summary

•Oil and Gas (continued)

oAvg realized price for oil of $107.51 / Bbl ($109.18 / Bbl in Q1 2012), inclusive of hedges

oAvg realized price for gas of $5.76 / Mcfe ($5.82 / Mcfe in Q1 2012), inclusive of hedges

§Gas price realizations benefited from sales of natural gas liquids

§NGL production of 0.13 MMboe in Q2 2012 and 0.17 MMboe in Q1 2012

•Balance sheet

oCash increased to $650 million at 6/30/2012 from $620 million at 3/31/2012

oLiquidity* at $1.1 billion at 6/30/2012

oNet debt decreased to $531 million at 6/30/2012 from $560 million at 3/31/2012

oSee updated debt maturity profile on slide 20

* Liquidity as we define it is equal to cash and cash equivalents ($650 million), plus available capacity under our revolving credit facility ($454 million).

8

Operational
Highlights

9

($ in millions, except percentages)

(A)See non-GAAP reconciliation on slides 27-28.Amounts are prior to intercompany eliminations.

(B)Before gross profit impact of $14.6 million asset impairment charge related to cold stack of the
Intrepid.

Contracting Services

•Extended dry docks for Q4000 and
Seawell

•Intrepid dockside most of May and
entire month of June; preparing for cold
stack

•93% utilization of the Express in Q2
while completing Noble Energy Noa
project offshore Israel

•Expanded ROV fleet; signed global
master service agreement with Technip
to provide ROV services

Revenues (A)

Contracting Services

Production Facilities

Total Revenue

Gross Profit

Contracting Services (B)

Profit Margin

Production Facilities

Profit Margin

Total Gross Profit

Gross Profit Margin

6/30/2012

$210

20

$230

$41

20%

$10

50%

$51

22%

6/30/2011

$171

21

$192

$38

22%

$12

59%

$50

26%

3/31/2012

$245

20

$265

$67

27%

$10

51%

$77

29%

Quarter Ended

Ultra Heavy-Duty (UHD) ROVs entering
service for Robotics business

10

($ in millions)

Earnings (Loss) of Equity Investments

Independence Hub

Deepwater Gateway (Marco Polo)

SapuraCrest Helix JV (Australia) (1)

Equity in Earnings (Loss)

6/30/2012

$1

1

4

$6

6/30/2011

$4

1

1

$6

3/31/2012

$3

1

(4)

$--

Quarter Ended

(1)Completed our exit from this joint venture in the second quarter of 2012.

11

Contracting Services - Well Ops

GOM

•Q4000 entered dry dock in early March, completed sea
trials and returned to service second week in May

•Only 45% utilization in Q2

•Substantial backlog through 2013 and extending into
2014

North Sea

•Well Enhancer and Seawell fully utilized during Q2 on
a variety of well intervention projects - excluding
Seawell dry dock (40 days in Q2)

•Both vessels fully booked for the rest of 2012, with the
exception of planned August dry dock of the Well
Enhancer

•Over 350 days of work for both vessels confirmed for
2013

Asia Pacific

•ROC Oil and Woodside intervention campaigns
completed

•PTTEP wellhead removal campaign completed

Q4000 moonpool during drydock in
Brownsville, Texas

12

Contracting Services - Robotics

•92% chartered vessel utilization, 79%
trencher utilization and 67% ROV
utilization in Q2

•Chartered two spot vessels in addition
to utilizing the Deep Cygnus and
Island Pioneer on trenching projects in
the North Sea

•Purchased three work-class ROV
systems in Q2, which are deployed on
long term contracts with Technip

•Took delivery of T1200 jet trencher
and deployed on its first project in mid-
June

•Adding three more work-class ROVs
to the fleet and taking delivery of new
Grand Canyon vessel in Q3

T1200 construction completed, with first trenching job
taking place on a North Sea wind farm.

13

Contracting Services - Subsea Construction

Contracting Services - Subsea Construction

•Near full utilization for Caesar and
Express vessels in Q2

•Expresshad 93% utilization in Q2
offshore Israel working for Noble
Energy

•Intrepid was idle for most of Q2 and is
currently being cold stacked

•Caesar had 100% utilization in Q2
working in Mexico’s Bay of Campeche
on accommodations project which has
now been extended thru July 2013

•Express is currently working in the
North Sea for Saipem and expected
back in the Gulf of Mexico at the end
of Q3

Express installing a jumper in Noble Energy’s Noa
field off the Israel coast.

14

• Express

• Caesar

• Island Pioneer (1)

• Deep Cygnus (1)

• Olympic Triton (1)

•(3) spot vessels (1)

• Well Enhancer

• Q4000

• 2 ROVDrill Units

• 4 Trenchers

(1) Chartered vessels.

Contracting Services Utilization

15

Financial Highlights
($ in millions, except production and price data)

(A)Second quarter 2012 and 2011
decommissioning overruns (ARO
increases) related to our only
non-domestic oil and gas
property located in the North
Sea. Second quarter 2011
impairments primarily associated
with five of our Gulf of Mexico oil
and gas properties.The 2011
Gulf of Mexico impairment
charges primarily reflect a
premature end of these fields’
production lives either through
actual depletion or as a result of
capital allocation decisions
affecting our third party operated
fields.

(B)Primarily consisted of $6.6
million of costs associated with
an offshore Gulf of Mexico lease
expiration in the second quarter
of 2011.

(C)Including effect of settled hedges
and mark-to-market derivative
contracts. Natural gas per Mcf
prices inclusive of sales of NGLs.

Oil & Gas

Revenue

Gross Profit - Operating

Oil & Gas Impairments / ARO Increases (A)

Exploration Expense (B)

Total

Gain (Loss) on Oil & Gas Derivative Contracts

Production (MMboe):

Shelf

Deepwater

Total

Oil (MMbls)

Gas (Bcfe)

Total (MMboe)

Average Commodity Prices: (C)

Oil / Bbl

Gas / Mcfe

6/30/2012

$150

66

(7)

(1)

$58

$10

0.5

1.2

1.7

1.2

2.7

1.7

$107.51

$5.76

6/30/2011

$172

82

(23)

(8)

$51

$--

0.8

1.3

2.1

1.4

4.1

2.1

$ 101.43

$6.17

3/31/2012

$178

90

--

(1)

$89

$(2)

0.5

1.5

2.0

1.4

3.6

2.0

$ 109.18

$5.82

Quarter Ended

16

Oil & Gas

(A)Included accretion expense. Q2 2011 DD&A rate positively affected (approximately $9.2 million) due primarily to increased proved reserves at our
Phoenix field as a result of better than expected production rates (net of adjustments in other fields).

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

Operating Costs

($ in millions, except per Boe data)

DD&A (A)

Operating and Other: (B)

Operating Expenses

Workover

Transportation

Repairs & Maintenance

Other

Total Operating & Other

Total

Total

$40

$27

6

2

2

3

$40

$80

$ / Boe

$23.54

$16.19

3.65

1.17

1.25

1.74

$24.00

$47.54

Total

$52

$29

2

1

3

3

$38

$90

Quarter Ended

6/30/20126/30/20113/31/2012

$ / Boe

$24.82

$13.94

1.06

0.66

1.41

1.56

$18.63

$43.45

Total

$48

$29

2

2

2

3

$38

$86

$ / Boe

$23.67

$14.13

1.03

0.92

0.93

1.50

$18.51

$42.18

17

Summary of July 2012 - Dec 2013 Hedging Positions *

*As of July 20, 2012

18

Key Balance
Sheet Metrics

19

Debt and Liquidity Profile

Liquidity of approximately $1.1 billion at 6/30/2012

(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 ($650 million), plus available capacity
under our revolving credit facility ($454 million).

Debt Maturity Profile

20

•Total funded debt of $1.2 billion at end of Q2
2012 consisting of:

o$358 million Convertible Senior Notes -
3.25%(A) ($321 million net of unamortized debt
discount)

o$377 million Term Loans -

§LIBOR + 3.25% on $278 million, and

§LIBOR + 2.75% on $99 million

o$100 million Revolver borrowings -

§LIBOR + 2.75%

§$454 million of availability (including
~$46 million of LCs in place as of Q2
2012)

o$275 million Senior Unsecured Notes - 9.5%

o$108 million MARAD Debt - 4.93%

§Convertible Notes

§Term Loans / Revolver

§Senior Unsecured Notes

§MARAD Debt

(A)$158 million stated maturity 2025. First put / call date in December 2012.

$200 million stated maturity 2032. First put / call date in March 2018.

21

2012 Outlook

22

2012 Outlook

Broad Metrics	2012 Outlook (revised)	2012 Outlook (original)	2011 Actual
Oil and Gas Production	7.0 MMboe	7.5 MMboe	8.7 MMboe
EBITDAX	> $600 million	~$600 million	$669 million
CAPEX	~$635 million	~$445 million	$229 million

Commodity Price Deck		2012 Outlook (revised)	2012 Outlook (original)	2011 Actual
Hedged	Oil	$103.00 / Bbl (A)	$105.00 / Bbl	$100.91 / Bbl
	Gas	$5.30 / Mcfe (A)	$4.50 / Mcfe	$6.04 / Mcfe

(A)2H 2012outlook for realized oil and natural gas prices (including hedges) is estimated to be $98.00 / Bbl and $5.00 /
Mcfe, respectively. Our unhedged pricing assumptions for oil and natural gas (including NGLs) prices is estimated to be
$98.00 / Bbl and $3.50 / Mcfe, respectively.

23

2012 Outlook

•Contracting Services

oStrong backlog for the Q4000, Well Enhancer and Seawellthrough 2013

§Q4000 building backlog into 2014

oIntrepid in process of being cold stacked, thus foregoing its scheduled regulatory dry dock in
2012

oExpress working in the North Sea in Q3, returns to the Gulf of Mexico end of Q3 for contracted
backlog

oCaesar accommodations project offshore Mexico extended through July 2013

oAnticipate strong growth in global oilfield and renewable energy robotics markets

oContinue to add ROV systems to support commercial growth in our Robotics business in 2012

oWell Enhancer scheduled for regulatory dry dock in Q3, approximately $4 million impact on
gross profit

24

2012 Outlook

•Oil and Gas

oForecasted 2012 overall production of approximately 7.0 MMboe, including Danny II (Bushwood
field) expected to commence in Q4 (oil / liquids)

§Previously drilled Nancy gas well (Bushwood field) now completed and expected to
commence production in Q4

§Wang (Phoenix field) expected to commence drilling in Q4

−Rig and drilling permit secured

−If successful, production forecasted for Q1 2013

oApproximately 90% of 2012 revenues from oil and NGLs

oAnticipated 70% of production volume is oil and 70% of total production from deepwater

o74% hedged for the year (78% of estimated PDP production)

oAssumes no significant storm disruptions

25

2012 Outlook - Capex

•Capital Expenditures

oContracting Services (~$435 million)

§Announced new build semi submersible intervention vessel (approximately $130 million of
capex in 2012)

−Approximately $63 million incurred thru Q2

§Agreed to acquire the Transocean drillship, Discoverer 534

−Drillship to undergo conversion into a well intervention vessel in Singapore

−Estimated $180 million for vessel, conversion and intervention riser system (all
expected to be incurred in 2012)

−Expect to initially deploy vessel to Gulf of Mexico in the first half of 2013

§Regulatory dry docks for five vessels: 1 on-hold, 3 completed, 1 more remaining (Well
Enhancer)

§Continued incremental investment in Robotics business, with a focus on adding trenching
spread capacity

oOil and Gas (~$200 million)

§Two major deepwater well projects planned this year

−Danny II - drilled in Q2/Q3, Q3 completion and production expected in Q4

−Wang - expect Q4 drill, Q4 completion and production in Q1 2013

26

Non-GAAP
Reconciliations

27

Non-GAAP Reconciliations

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; 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 and 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.Usersofthisfinancialinformationshouldconsiderthetypesofeventsandtransactionswhichareexcludedfromthismeasure.

($ in millions)

Net income applicable to common shareholders

Non-cash impairments

Loss (gain) on asset sales

Preferred stock dividends

Income tax provision

Net interest expense and other

Ineffectiveness on oil and gas derivative

commodity contracts

Depreciation and amortization

Exploration expense

Adjusted EBITDAX

6/30/2012

$45

15

--

--

18

20

(10)

62

1

$152

6/30/2011

$41

12

--

--

16

24

--

75

8

$176

3/31/2012

$66

--

1

--

27

39

2

72

1

$209

Quarter Ended

6/30/2012

$110

15

2

--

46

59

(8)

134

2

$360

6/30/2011

$67

12

(1)

--

26

46

--

167

8

$325

Six Months Ended

28

Non-GAAP Reconciliations

($ in millions)

Revenues

Contracting Services

Production Facilities

Intercompany elim. - Contracting Services

Intercompany elim. - Production Facilities

Revenue as Reported

Gross Profit

Contracting Services

Production Facilities

Intercompany elim. - Contracting Services

Intercompany elim. - Production Facilities

Gross Profit as Reported

Gross Profit Margin

6/30/2012

$210

20

(21)

(12)

$197

$41

10

--

--

$51

26%

6/30/2011

$171

21

(14)

(12)

$166

$38

12

--

--

$50

30%

3/31/2012

$245

20

(23)

(12)

$230

$67

10

(3)

--

$74

32%

Quarter Ended

Follow Helix ESG on Twitter:

www.twitter.com/Helix_ESG

Join the discussion on LinkedIn:
www.linkedin.com/company/helix